TIDMODX
RNS Number : 1414I
Omega Diagnostics Group PLC
03 August 2023
OMEGA DIAGNOSTICS GROUP PLC
("Omega" or the "Company" or the "Group")
Final Results
Omega (AIM: ODX), the specialist medical diagnostics company
focused on industry-leading Health and Nutrition products,
announces its audited results for the year ended 31 March 2023, a
year which has overseen the final steps of restructuring a business
now focused on promoting a personalised and functional approach to
health.
Operational highlights
-- Completion of the disposal of the CD4 business effective 31 July 2022
-- CD4 sale proceeds (excluding royalties) of GBP5.3 million received in full
-- Placing and open offer raised GBP2.2 million in May/June 2022
-- Lower than expected production yields adversely impacted
customer deliveries in the final quarter
-- Successful yield recovery plan implemented post-year end
-- FoodPrint(R) yields reach a three-year high post-year end
-- Major Chinese partner re-commences deliveries
-- Launch of MyHealthTracker digital app
Financial highlights
-- Despite sales growing by c.80% in the UK, overall revenues
decreased by 12% to GBP7.5m (2022: GBP8.5m)
-- Order intake was up by 71% to GBP2.4m (2022: GBP1.4m) over
the prior year due to new installations and an increase in
educating consumers and driving awareness
-- Gross margin decreased to 47.0% (2022: 59.7%)
-- Operating loss* (continuing operations) were GBP3.2m (2022: GBP0.9m)
-- Loss from discontinued Global Health operations of GBP0.7m (2022: GBP9.9 million)
-- Adjusted EBITDA (continuing operations)** GBP2.0m (2022: GBP0.2m)
-- Placing and open offer raised GBP2.2m in May/June 2022
-- Cash balance of GBP5.0m, as at 31 March 2023 (2022: GBP2.8m,
including a cash balance of GBP1.6m and additionally had an
overdraft facility of GBP2.0m, which was undrawn)
* Stated after aborted relocation costs of GBP0.5 million
** Adjusted for exceptional items and share-based payment
charges, see Financial Review section
Post-period highlights
-- FoodPrint(R) yields reached a three-year high post-year end
Commenting, Simon Douglas, Chairman, Omega Diagnostics said:
"This year has seen the final steps in the withdrawal from the
Global Heath business through the divestment of the loss making CD4
business and the full relocation to our Health and Nutrition
manufacturing site in Ely, Cambridgeshire. We have started our
journey into the U.S. market and entered into two agreements with
established testing laboratories which will be installing and
validating our core food sensitivity testing product,
FoodPrint(R).
The year ahead will be our first full year with the focus on our
Health and Nutrition business, where we can finalise our strategic
objectives and start to gain momentum and create value for our
shareholders. Such a change does bring its challenges, but one that
is exciting and will be taken up with renewed vigour by the whole
team. A new culture needs to be established, one that will allow us
to focus on this core business and make it a success. Part of this
change will be a new name, Cambridge Nutritional; Sciences PLC
(LON:CNSL) and a resolution to change the name is proposed for the
upcoming Annual General Meeting. This new name builds on our
existing CNSLab brand and aligns with our goal to improve patient
care through a more personalised approach to health and
wellbeing."
Contacts:
Omega Diagnostics Group PLC www.omegadx.com
Jag Grewal, Chief Executive Officer via Walbrook PR
Chris Lea, Chief Financial Officer
finnCap Ltd Tel: 020 7220 0500
Geoff Nash/Edward Whiley/George Dollemore
(Corporate Finance)
Alice Lane/ Harriet Ward (ECM)
Walbrook PR Limited Tel: 020 7933 8780 or omega@walbrookpr.com
Paul McManus / Lianne Applegarth Mob: 07980 541 893 / 07584
391 303
Sam Allen Mob: 07502 558 258
About Omega Diagnostics Group PLC
Omega manufactures and distributes high quality in-vitro
diagnostic products for use in hospitals, clinics, laboratories and
healthcare practitioners in over 70 countries and is now focused on
the health and nutrition sector.
www.omegadx.com
Chairman's Statement
Focused on our future
Simon Douglas
Chairman
This has been a positive year where we implemented the final
parts of the turnaround strategy outlined last year. A turnaround
year where we established a new focus, with new and fresh
objectives. It has seen a significant shift in the business which
is now a business promoting a personalised and functional approach
to health and nutrition. With the COVID-19 business now well behind
us and following the divestment of the Alva site last year, we have
continued to reshape and restructure the Company as we implement
our new strategy. This year has seen the final steps in the
withdrawal from the Global Heath business through the divestment of
the loss-making CD4 business and the full relocation to our Health
and Nutrition manufacturing site in Ely, Cambridgeshire. We have
started our journey into the US market and entered into two
agreements with established testing laboratories which will be
installing and validating our core food sensitivity testing
product, FoodPrint(R). In addition to the proceeds from the CD4
divestment we also raised further money from a placing and open
offer and are well financed to implement the Company's vision of
delivering personalised nutrition for better health and to create a
valuable Company for our shareholders. The Board will now focus
Omega's efforts on its Health and Nutrition business, maintaining
its leadership position and targeting significant organic growth
over the coming years, through menu expansion, related marketing
activities and embracing digital technologies.
Business performance
The year showed a slight downturn in sales at GBP7.5 million
from continuing operations (2022: GBP8.5 million).
Whilst we had a very strong order book, one of our leading
products, the FoodPrint(R) test, had some production challenges
towards the end of the year which resulted in a drop in production
yields and, as a consequence, a backlog in the fulfilment of some
orders. The Company took swift action to improve operational
efficiency and appointed Chartwell Consulting, a global specialist
in delivering operational performance improvements in healthcare
manufacturing, to work with us to deliver improvements in our
production processes and establishing new preventative procedures.
We have already seen a very material increase in yield and the
improvements will help meet the demand for our food sensitivity
tests, which continues to be strong.
The combination of reduced yields and thus increased scrap meant
the adjusted EBITDA loss for continuing operations was GBP2.0
million (2022: adjusted EBITDA profit of GBP0.2 million). This is
not what we had anticipated at the beginning of the year and is
hugely disappointing. However the year-end cash position of GBP5.1
million (2022: GBP1.6 million) will allow us to deliver against our
growth strategy from existing funds.
Some of this growth will come from investment in an expansion
into new territories, the most important of which is the USA, a
health-conscious, mature personal health and wellbeing market and
the largest market for food sensitivity testing globally. This year
has seen us gain our first two orders from new testing laboratories
in the USA who are now implementing and validating the test in
readiness for launch.
Another part of our expansion plan is a new facility, with
specialised production and service laboratories. As previously
announced, our new, purpose-built facility in Ely, Cambridgeshire,
has yet to be delivered by the landlord. The quality of build is
not up to the standard that we originally specified so we have not
been able to take possession. We have rejected the terms of the
landlord's current proposal and we are considering alternative
options. Whilst it is admittedly a frustrating position to be in,
we have extended the lease for our current building in Littleport
to June 2025, which will provide sufficient capacity and allow us
time to consider alternative plans.
New products
The Company is now focused on promoting a personalised and
functional approach to improving the health and nutrition of our
customers. We have two key products, FoodPrint(R), a microarray
technology used by over 160 laboratories worldwide, and the Food
Detective(R) product, the world's only established point-of-care
food specific IgG test which can be used by healthcare
practitioners within a clinic setting. These tests are also
available through our own testing laboratory, CNSLab which serves
healthcare professionals and the consumer directly.
As part of this personalised approach we are extending our menu
to support our core food sensitivity testing. This year saw the
first steps in this expansion of our current menu of tests as
planned and we have been working closely with two strategic
partners to develop bespoke microbiome and nutrigenomic test
reports. These are planned for launch in the UK shortly and we will
roll-out these tests in other key markets in line with our stated
strategic targets, as we build a wider menu of complementary gut
health tests to sell through our established channels.
By better understanding the relationship between food
sensitivity, the gut microbiome, diet and gene expression,
healthcare professionals will be able to make specific dietary and
lifestyle recommendations that help achieve better health outcomes
for patients.
As a Company we are passionate about improving lives around the
world by accurately informing health decisions and an important and
exciting event towards this goal was the recent successful launch
of our new digital "app", MyHealthTracker, strengthening our
connection with our customers. This is a health and wellbeing tool
designed to be used alongside a trained healthcare professional,
allowing the patient to receive test results direct to their
smartphone which will help them to make changes to their diet for
optimal health. Fully tested and validated during the year it was
initially available in the UK in April and will be rolled out to
more territories over the next twelve months. This is another step
towards our goal of improved patient care through a more
personalised approach to health and wellbeing. It will empower
people to become more proactive about managing their health
straight from their phone.
Strong balance sheet
In June 2022, we were pleased to announce that we raised of
GBP2.2 million (gross) through a placing and open offer of
55,002,776 new ordinary shares of 4.0 pence each and also issued
share warrants to subscribe for 90 million ordinary shares to
institutional investors at an issue price of 4.0 pence per new
ordinary share. These warrants expire on 9 November 2023.
Additionally, as the final step to exiting from the Global Health
business, the Company disposed of the CD4 business, comprising of
the VISITECT(R) CD4 and VISITECT(R) CD4 Advanced Disease tests, to
Accubio Limited, a wholly owned subsidiary of Zhejiang Orient Gene
Biotech Co. Ltd, for a total of GBP5.3 million. Omega will also
receive a royalty of 4% on Accubio's future CD4 revenues for the
period to 31 December 2026, capped at GBP1.0 million in
aggregate.
This disposal, together with the capital raise leaves the Group
well-funded, with GBP5.1 million in the bank on 31 March 2023 and
solely focused on its Health and Nutrition business.
Board and employees
The Board has continued to be proactive and have now
strategically re-aligned the Company to focus on the Health and
Nutrition business. We are well financed and will endeavour to
maintain our leadership position and to deliver growth in the
coming years. Whilst it is disappointing that we have faced some
recent production challenges, resulting in a poorer financial
performance, the team reacted swiftly in appointing external
assistance and are well on our way to solving the issues.
Furthermore, in order to align the Executives' interests with our
various stakeholders and to incentivise the Executive Directors and
certain senior managers to deliver long-term value for shareholders
we have introduced a new long-term incentive plan (LTIP).
Finally I would like to thank all of our staff for their
commitment and dedication for continuing to deliver both products
and services throughout the year. And to our shareholders, both new
and old, for their commitment and patience as we re-focus and
turnaround the Company.
Post-year end
The Group remains in an ongoing dispute with the Department of
Health and Social Care (DHSC) regarding the potential repayment of
a pre-production payment of GBP2.5 million under a contract to
manufacture COVID-19 lateral flow tests and has intimated a
substantial counterclaim made in favour of the Company. A formal
mediation meeting took place in late April 2023, and both parties
are now reflecting on their respective positions. The Board remain
confident that the Company is in a strong position and that the
pre-production payment will not need to be repaid.
Corporate governance
The long-term success of the business and delivery on strategy
depends on good governance. The Company complies with the Quoted
Companies Alliance Corporate Governance Code 2018 as explained more
fully in the Corporate Governance Report.
Outlook and name change
This year has been the first year of turning the Company around,
divesting the last part of our previous Global Health business and
started the journey as a Health and Nutrition business and on
promoting a personalised and functional approach to health and
nutrition. The year ahead will be our first full year with this
focus and a year where we can finalise our strategic objectives and
start to gain momentum and create value for our shareholders. Such
a change does bring its challenges, but one that is exciting and
will be taken up with renewed vigour by the whole team. A new
culture needs to be established, one that will allow us to focus on
this core business and make it a success. Part of this change will
be a new name, Cambridge Nutritional Sciences PLC (LON:CNSL) and a
resolution to change the name is proposed for the upcoming Annual
General Meeting. This new name builds on our existing CNSLab brand
and aligns with our goal to improve patient care through a more
personalised approach to health and wellbeing.
We will be seeing our first sales from the USA and continue to
find and engage new testing laboratories to use the FoodPrint(R)
test. We are confident that our manufacturing yields of the
FoodPrint(R) test will be restored, delivering improved margins and
lower costs with new preventive processes in place. The current
plans for the extension in our menu will be completed and both the
new microbiome and nutrigenomic tests will be launched and result
in our first sales from these new tests. This will start in the UK
and then later in the year be rolled out to other territories in a
step wise fashion. Likewise, this year has seen the launch of our
new digital "app" the MyHealthTracker, our unique health and
wellbeing tool designed to be used alongside a trained healthcare
professional. This allows the patient to receive test results
direct to their smartphone which will help them to make changes to
their diet for optimal health. All these new products launched this
year are another step towards our goal of improved patient care
through a more personalised approach to health and wellbeing. With
GBP5.1 million of cash at the end of the year we can invest fully
in these plans and deliver them on time and build an exciting
profitable business for everyone.
Simon Douglas
Chairman
2 August 2023
Chief Executive's Review
Laying a foundation
Jag Grewal
Chief Executive
Highlights
-- Completion of the disposal of the CD4 business
-- Launch of the MyHealthTracker digital app
-- Ongoing development of new microbiome and nutrigenomics products
-- FoodPrint(R) production yields much improved post-year end
-- Our leading Chinese customer re-commenced purchasing
Introduction
The past year has overseen the final steps of restructuring a
business now focused: with a very clear vision and mission, on
promoting a personalised and functional approach to health.
Divesting the CD4 business now allows us to put all our efforts
into delivering personalised nutrition diagnostics going forward,
maintaining our leadership position and targeting organic growth
through geographical expansion, a broadening of our product
offering and embracing digital technologies.
Whilst it was disappointing to have fallen short of our revenue
and profit expectations in the last quarter of the year due to
operational issues, we acted swiftly to improve our performance
with the help of external consultants. Nevertheless, we had a
strong and growing order book demonstrating our commercial success
in an exciting market. We successfully launched the MyHealthTracker
digital platform in the UK and plan to roll it out to key
international markets, further cementing our leadership position
while better engaging our customers.
We operate in the consumer healthcare segment of gut health. It
is increasingly being recognised how important gut health is to
overall health and wellbeing and not a day goes by without some
mention of the link which poor nutrition has to chronic
inflammatory disease. Targeted diagnostics are essential in
assisting health care professionals to identify the causes of poor
gut health and planning therapeutic protocols for their
patients.
Core business review
Health and Nutrition
The Group offers products to test for food sensitivity, a
condition where there is a delayed adverse physiological response
to particular foods, as opposed to an allergic reaction to food.
The Food Detective(R) product is designed for use by healthcare
practitioners and is believed to be the world's only established
point-of-care food specific IgG test.
FoodPrint(R) is a microarray technology used by over 160
laboratories worldwide and offering significant benefits over
traditional plate-based ELISA tests. The Group also provides a
laboratory testing service from its UK base near Cambridge under
the CNSLab brand, serving healthcare professionals and consumers
directly. The division's products have a widespread coverage and
brand reach in over 85 countries.
In the year ended 31 March 2023, Health and Nutrition revenues
were GBP7.5 million (2022: GBP8.5 million) in line with the
expected revenue range provided in the 18 January 2023 trading
update. However, with lower-than-expected production yields and
higher raw material costs, the adjusted EBITDA loss from continuing
operations increased to GBP2.0 million (2022: adjusted EBITDA
profit of GBP0.2 million). The year-end cash position was GBP5.1
million (2022: GBP1.6 million), in-line with expectations, and more
than adequate to allow Omega to deliver against its growth strategy
from existing funds.
Demand for Omega's food sensitivity tests moving into the new
financial year remains strong with an opening order book of GBP2.4
million (2022: GBP1.4 million) on 1 April 2023, and the Company is
taking action to improve operational efficiency and manufacturing
capability in the near term. Chartwell Consulting, a global
specialist in delivering operational performance improvements in
healthcare manufacturing, was appointed in February and has been
working with the team to deliver additional production yield
improvements whilst reducing the FoodPrint(R) slide manufacturing
cycle time. This has had a positive impact already in terms of the
aforementioned improvements. We are currently weaning ourselves off
this additional support by embedding core skills and learning into
our manufacturing teams. High performing organisations invariably
develop greater resilience and performance through adversity, and
we are confident that this learning opportunity has given us the
ability to do just that.
It was pleasing to see Omega's largest partner in China return
to ordering Food Detective(R) kits in the year, reflecting the
underlying recovery in the market as well as increasing demand in
what is a large potential market after an initial lag, which is
natural for novel products in virgin markets. In fact, China became
Omega's single largest market in 2023. Another market that grew
substantially was our home market in the UK which is serviced by
our own testing laboratory CNSLab. Sales grew by 95% driven by both
practitioner-based business as well as consumer demand serviced by
our white-label partners. Our core strategy is based on marketing
to and educating health care professionals. We recognise, however
that we operate in a consumer healthcare environment. White label
partners are often better equipped to address and support these
markets.
Despite the operational difficulties, order intake was up over
prior year due to new installations and Omega's scientific
marketing team continuing to work incredibly hard to educate
consumers and drive awareness of nutritional therapy through our
Health and Nutrition Academy webinars. These webinars have also
focused on naturopathic practice, functional medicine and sports
nutrition.
Part of laying a new foundation is the requirement for a new,
purpose-built facility. The current project has yet to be delivered
by the landlord and the Company has rejected the terms of the
landlord's recent proposal for delivery of the site. We are now
considering alternative options. As previously confirmed, an
agreement has been reached to extend the current Littleport lease
to June 2025, thus providing sufficient time to resolve the
outstanding issues and facilitate an orderly relocation in due
course.
Global Health (now discontinued)
The past financial year oversaw the final act of discontinuing
the Global Health division which was largely focused on VISITECT(R)
CD4 products. These products are disposable, lateral flow
point-of-care tests for determining CD4 levels in people living
with HIV. Believed to be the only instrument-free point-of-care
established test in the market, its strengths include the fact
there is no requirement for refrigerated storage and relative to
other CD4 tests that require an accompanying desktop instrument, it
is affordable and easy to use.
However, this division and more importantly the products
marketed had little strategic fit with the core Health and
Nutrition business. In addition, we believed that the CD4 business
would be more successful under new ownership, with an owner that
had a greater capacity to invest in production capabilities and
future product development. On 31 July 2022, we completed the sale
to Accubio Limited, a wholly owned subsidiary of Zhejiang Orient
Gene Biotech Co. Ltd, for an aggregate cash consideration of up to
GBP6.3 million, before costs.
Under the terms of the sale, Omega received an immediate cash
payment of GBP1.3 million for fixed assets and inventory, an
additional GBP4.0 million for the intellectual property and a 4%
royalty on the sale of CD4 tests to 31 December 2026, capped at
GBP1.0 million.
At the time of writing, Omega remains in an ongoing dispute with
the Department of Health and Social Care regarding the potential
repayment of a pre-production payment of GBP2.5 million under a
contract to manufacture COVID-19 lateral flow tests and a
substantial counterclaim has been intimated in favour of the
Company. Discussions with the DHSC are ongoing, the nature of which
are not publicly disclosable due to confidentiality
arrangements.
Strategy
Going forward, the Board will now focus Omega's efforts solely
on its core Health and Nutrition business, maintaining its
leadership position and targeting significant organic growth
through embracing digital technologies and related marketing
activities. The Group's growth strategy in this segment will also
focus on geographic expansion in the USA, a health-conscious and
mature personal health and wellbeing market, as well as expansion
of the Group's current menu of tests available to healthcare
professionals, with the introduction of complementary tests,
allowing customers to manage their patients more comprehensively
and thus enabling the Board's vision of delivering personalised
nutrition for better health.
In March 2023, Omega successfully launched MyHealthTracker, a
health and wellbeing tool designed to be used alongside a trained
healthcare professional, allowing the patient to receive laboratory
test results direct to their smartphone, thereby helping the
patient make personalised changes to their diet for optimal health.
Access is by invitation only from an approved healthcare
professional with its main goal to elevate patient care by way of a
more personalised approach to health and wellbeing. This digital
platform will serve as a spine that not only improves
consumer/patient and health care professional engagement but will
help us better understand our end-user market around the world.
This will further drive awareness and better health outcomes that
will lead to organic growth from an existing customer base.
The US Food Sensitivity testing market is estimated to be the
largest and most established market in the world. It is the leading
market for functional medicine laboratory testing with an
increasing demand for personalised medicine. The total US market
size is estimated by the Directors to be $50-$100 million and the
Board believes that Omega's US revenues could potentially be
between GBP3 million and GBP6 million over the next three to five
years.
Having initially considered that the best route to market would
be to replicate Omega's CNSLab service direct to healthcare
professionals and ultimately direct to consumer we subsequently
adjusted our strategy to initially enter the market via
partnerships with existing testing laboratories. Differentiating
ourselves from established players by taking our tried and tested
approach with education and support, coupled with its digital
strategy, to engage and empower patients and healthcare
professionals we will learn more about the US market as well as
allowing the market time to become familiar with our brand prior to
any further investment decisions. At the time of writing, we have
already two new installations planned in the US with discussions
with a third laboratory at advanced stages.
In order to realise our vision of becoming a leader in
delivering diagnostics that provide a complete gut health
assessment, it has been our intention to build a wider menu of
complementary gut health tests and to sell these through our
already well-established channels in over 85 countries. The gut
microbiome is the new frontier to understanding chronic
inflammatory conditions arising from poor gut health. Over recent
years the gut microbiome in particular has been linked to a
plethora of diseases and conditions, from diabetes and anxiety to
obesity and the Group has recently seen a growing demand from its
existing customer base in this segment.
In addition to the microbiome, it is also important to
understand the relationship between nutrients, diet, and gene
expression. Nutrigenomics allows the healthcare professional to
understand genetic strengths and weaknesses making specific
improvements that help achieve better health. Combining microbiome
and nutrigenomics with our existing IgG tests provides a compelling
value proposition that will offer true personalised nutritional
assessment and the Board believes that menu expansion has the
potential to generate material revenue growth over the medium term.
The Directors believe that menu expansion from microbiome and
nutrigenomics combined has the potential to increase revenues by
GBP2 million to GBP5 million over the next five years.
Having signed heads of term agreements with two separate digital
technology partners to develop bespoke microbiome and nutrigenomic
test reports, we have prioritised the microbiome test as having
greater potential demand and volume of sales. We aim to
commercialise the test in the UK shortly under our own CNSLab
laboratory service to healthcare professionals.
Summary and Outlook
As an international diagnostic testing business that is
passionate about improving lives around the world by accurately
informing health decisions, the recent launch of our
MyHealthTracker app helps our reach and connects us to our
customers globally, while giving us a better understanding of gut
health data and trends in terms of predictive analysis. It also
empowers people, via a healthcare practitioner, to become more
proactive about managing their health straight from their phone,
which we believe is an important step forward.
Whilst it's disappointing to have challenges regarding the
lower-than-expected production yields, we have taken swift action
to bring in consultants to oversee a number of process improvements
and are confident the actions being taken will deliver a material
improvement in yield in the near term. Embedding key lessons
learned from this is part of laying a brand-new foundation for a
business that is emerging from a group structure and learning to
stand on its own two feet. Now based in Ely, Cambridgeshire, we
have had to build new finance, HR and regulatory teams that were
previously located in Alva, Scotland. We have a new senior
management team and need to get through the "storming and norming"
stages to gel teams together, change culture and step out of some
of the legacy shadows to drive the business forward.
The demand for our food sensitivity tests continues to be strong
and the order book is holding up well. We remain excited and
confident for our prospects in the US as we continue to build a
wider menu of complementary gut health tests to sell via our
established channels.
We operate in an exciting market where it is increasingly being
recognised that improving gut health and avoiding food-driven
inflammation are key to achieving a healthy weight and maximising
energy. As healthcare systems creak under the burden of chronic
disease and an ageing population, society is increasingly turning
to prevention through wellness. Gut health is at the very frontier
of this change and we in turn sit at the heart of this
movement.
On a personal level, I remain honoured to lead the organisation,
a company I love, in a healthcare market I am passionate about. I
work with an extraordinary group of talented individuals whose
knowledge and know how form a key cornerstone of our strategy
within personalised nutrition. We have had some setbacks in the
latter part of the year but the team have adopted a growth mindset
with a willingness to learn and improve. This will help in
developing a new foundation and culture that drives performance and
success in the future.
Jag Grewal
Chief Executive Officer
2 August 2023
Financial Review
Improving operational efficiency
Chris Lea
Chief Financial Officer
The year was one in which the Group completed the disposal of
the remainder of the Global Health division, culminating with the
disposal of the CD4 business on 31 July 2022. The disposal of the
loss-making division and receipt of the initial cash proceeds of
GBP5.3 million have significantly strengthened the Group balance
sheet and allowed the Board to focus exclusively on the remaining
Health and Nutrition business, where there are a number of growth
opportunities.
Essential changes to the formulation of the Group's key
FoodPrint(R) product in May 2022 led to a second half weighted
sales forecast which placed additional pressures on the Group's
manufacturing operations. Whilst production yields have been
declining steadily from a high in April 2020, there was a further
and unexpected sharp decline from November 2022 which, when coupled
with delays in the quality control approval process brought about
by personnel changes, inefficient working practices and COVID-19
related absences, did not allow the Group to keep up with demand
for its FoodPrint(R) product.
Whilst the order book at 31 March 2023 was GBP2.4 million -
GBP1.0 million higher than the prior year - the low yield led to a
substantially higher than expected raw material cost and a
consequent reduction in gross margin towards the end of the
financial year. In February 2023, the Board appointed Chartwell
Consulting to undertake a review of micro-array production and to
recommend and help implement an improvement plan, with the aim of
returning yields to the 2020 high or better and to significantly
reduce manufacturing and quality control lead times. These
objectives have largely been achieved, with a number of all-time
high yields achieved in recent weeks, although there is further
work required to ensure performance is sustainable at these levels.
Furthermore, the Omega team have developed new KPIs and
troubleshooting skills and are now better positioned to respond
earlier and more effectively to any future production challenges.
In response to the lower-than-expected operational performance,
several personnel changes have been enacted, with Jag Grewal
currently acting as Interim Operations Director whilst the
recruitment of a full-time replacement is underway.
Dispute with the DHSC
As announced on 10 December 2021, the Group is in dispute with
the DHSC regarding the potential repayment of a pre-production
payment of GBP2.5 million (net of VAT). The Board, having taken
legal advice, does not believe that the Group is required to repay
the pre-production payment and considers that it is entitled to
recover additional losses in connection with the contract. The
legal costs associated with the dispute have been expensed and,
with no production volume over which the pre-production payment can
be recovered as envisaged in the contract, the Group still retains
a deferred income balance of GBP2.5 million pending resolution of
the dispute.
Whilst the Company sought to develop a COVID-19 test for
commercial, non-governmental purposes, this was entirely separate
from the operation of the contract with DHSC, which was for the
manufacture - and not development - of tests and required DHSC to
confirm which test was to be manufactured through the licensing of
rights. There is no reference to the development of the Group's own
test anywhere in the contract, whereas the contract specifically
deals with the licensing of intellectual property rights by the
DHSC once an appropriate agreement has been entered into between
the DHSC and a third-party test developer. Despite repeated
requests over the last 18 months, the DHSC have yet to provide any
information regarding the licencing of rights.
Following a protracted series of correspondence throughout 2022,
on 26 April 2023 the Group met with a mediator and representatives
of DHSC to attempt to resolve the dispute. Following mediation, the
Board are increasingly confident that the Company is in a strong
position and that the pre-production payment will not need to be
repaid. Furthermore, the Company intends to pursue its counterclaim
to seek to recover additional losses incurred in connection with
the contract.
The mediation was paused to allow DHSC to re-assess their
position in the light of the evidence provided by the Group. As a
consequence, the Board is increasingly confident that the DHSC's
claim has no merit and will not succeed. The Board now intends to
vigorously pursue its substantial counterclaim for losses incurred
as a result of the DHSC's failure to licence the necessary
intellectual property to permit the contract to move forward and
their failure to notify the Group of their inability to do so in a
timely manner.
Placing and an open offer/direct subscription
Requiring additional funding to finance the CD4 business through
to an eventual sale, the Company undertook a placing in May 2022
and an open offer/direct subscription in June 2022 which raised
GBP2.0 million and GBP0.2 million respectively, at a price of 4.0
pence, with the placees requiring warrants over a further 90
million shares at an exercise price of 4.0 pence. To date, none of
these warrants have been exercised and they expire on 9 November
2023.
Disposal/sale of CD4 business
Following the decision to divest the CD4 business, the Group
completed the disposal to Accubio on 31 July 2022. Under the terms
of this agreement, the Group received an immediate cash payment of
GBP1.3 million for fixed assets and inventory on hand at
completion. Furthermore, the Group received an additional GBP4.0
million of deferred consideration in November 2022, following the
successful outcome of a final clinical study. The Group will
continue to receive a royalty of 4% of Accubio's future CD4
revenues for the period to 31 December 2026, capped at GBP1.0
million in aggregate.
Following the sale, the Group were left with surplus plant and
equipment with a net book value of GBP0.7 million, the majority of
which relate to the COVID-19 business and which were purchased as
part of the site expansion for the DHSC contract. These assets were
offered to potential purchasers of the CD4 business and as such
have been classified as assets held for sale at 31 March 2022.
These non-CD4 assets were written down to an estimated recoverable
amount of GBP0.1 million as at 31 March 2022 and were fully
impaired as at 30 September 2022. Finance lease liabilities of
GBP0.4 million remain outstanding in relation to lateral flow
equipment which was purchased for the manufacture of COVID-19
lateral flow tests for the DHSC and the commercial market.
Financial results summary - continuing operations
For the year ended 31 March 2023, the Group reported revenue of
GBP7.5 million (2022: GBP8.5 million), an EBITDA loss of GBP2.6
million (2022: EBITDA loss of GBP0.4 million), an adjusted EBITDA
loss of GBP2.0 million (2022: EBITDA profit of GBP0.2 million), and
a statutory loss before tax of GBP3.3 million (2022: GBP1.0
million).
Health and Nutrition Corporate Total
2023 GBP'000 GBP'000 GBP'000
--------------------------------------- -------------------- --------- -------
Sales 7,546 - 7,546
Operating loss after exceptional costs (2,132) (1,107) (3,239)
Add back:
Depreciation and amortisation 591 - 591
--------------------------------------- -------------------- --------- -------
EBITDA (1,541) (1,107) (2,648)
Share-based payment charge 1 77 78
Exceptional aborted relocation costs 524 - 524
--------------------------------------- -------------------- --------- -------
Adjusted EBITDA (1,016) (1,030) (2,046)
Statutory loss before taxation (2,145) (1,107) (3,252)
--------------------------------------- -------------------- --------- -------
Health and
Nutrition Corporate Total
2022 GBP'000 GBP'000 GBP'000
------------------------------------------------ ---------- --------- -------
Sales 8,539 - 8,539
Operating profit/(loss) after exceptional costs 965 (1,894) (929)
Add back:
Depreciation and amortisation 547 - 547
------------------------------------------------ ---------- --------- -------
EBITDA 1,512 (1,894) (382)
Share-based payment charge 58 158 216
Compensation for loss of office - 287 287
Exceptional aborted placing costs - 50 50
------------------------------------------------ ---------- --------- -------
Adjusted EBITDA 1,570 (1,399) 171
Statutory profit/(loss) before taxation 944 (1,894) (950)
------------------------------------------------ ---------- --------- -------
Health and Nutrition revenue of GBP7.5 million (2022: GBP8.5
million) was 12% below prior year, with the order backlog caused by
lower than anticipated production yields accounting for all of this
shortfall. The order book at 1 April 2023 was GBP2.4 million (2022:
GBP1.4 million). Encouragingly, the Group's primary trading partner
in China re-commenced ordering after a two-year hiatus.
A summary of Health and Nutrition revenue is in the table
below:
2023 2022 inc/(dec)
GBP'000 GBP'000 %
----------------------- ------- ------- ---------
FoodPrint(R) 4,123 6,102 (32)%
Food Detective(R) 2,291 1,614 (41)%
CNS laboratory service 948 484 95%
Food ELISA/other 184 339 (45)%
----------------------- ------- ------- ---------
7,546 8,539 (12)%
----------------------- ------- ------- ---------
The gross profit margin percentage has decreased to 47.0% (2022:
59.7%), impacted by lower FoodPrint(R) production yields and
substantially increased scrap costs.
Excluding exceptional costs, administrative overheads for
continuing operations increased by GBP0.4 million to GBP4.8 million
(2022: GBP4.4 million).
Sales and marketing costs increased by GBP0.2 million to GBP1.5
million (2022: GBP1.3 million).
Exceptional items
2023 2022
Continuing Continuing
operations operations
GBP'000 GBP'000
------------------- ---------- ----------
Aborted relocation
costs (524) -
Compensation for
loss of office - (287)
Aborted placing
costs - (50)
------------------- ---------- ----------
Total (524) (337)
------------------- ---------- ----------
During the year, the Group incurred exceptional costs on
continuing operations of GBP0.5 million (2022: GBP0.3 million).
These costs represent the cumulative expenditure on the planned new
manufacturing facility in Ely. To date, the landlord has yet to
deliver the property to the agreed specification and has advised
that they are unable to fund the remaining works required to
complete the building. Whilst the Group is contractually obliged to
enter into a lease for the property once it has been completed to
the agreed specification, this is now considered to be highly
improbable. As a consequence, the Group have extended the lease for
the current Littleport site to June 2025 and is currently
evaluating a number of new and existing properties in the Ely
area.
Financial results summary - discontinued operations
As a consequence of the decision taken in March 2022 to dispose
of the CD4 business, the Global Health division, which also
included the COVID-19 business, has been treated as a discontinued
operation, with the COVID-19 assets, CD4 assets and any associated
research and development assets being written down to their
recoverable amount and reclassified as assets held for sale as at
31 March 2022.
2023 2022
GBP'000 GBP'000
------------------------------------------------ ------- -------
Sales 640 3,789
Operating loss after exceptional costs (810) (7,476)
Impairment on the remeasurement of asset values (176) (1,915)
Depreciation and amortisation - 742
------------------------------------------------ ------- -------
EBITDA (986) (8,649)
Share-based payment charge - 66
Exceptional (income)/costs (150) 1,028
Impairment on the remeasurement of asset values 176 1,915
------------------------------------------------ ------- -------
Adjusted EBITDA loss (960) (5,640)
------------------------------------------------ ------- -------
Loss before taxation (988) (9,550)
------------------------------------------------ ------- -------
In the four months to the date of disposal of the CD4 business,
revenue from Global Health was GBP0.6 million (twelve months ended
31 March 2022: GBP3.8 million).
2023 2022 inc/(dec)
GBP'000 GBP'000 %
------------------- ------- ------- ----------
VISITECT(R) CD4 448 968 (54)%
COVID-19 - 2,596 (100)%
Allergy/autoimmune 131 87 51%
Other 61 138 (56)%
------------------- ------- ------- ----------
640 3,789 (83)%
------------------- ------- ------- ----------
The exceptional costs associated with the discontinued Global
Health division are as follows:
2023 2022
GBP'000 GBP'000
------------------------------ ------- -------
Loss on disposal of
the Alva site (after
costs) - (399)
Gain on disposal of
Alva lease - 158
Impairment of Global
Health inventory - (723)
Bad debt income/(expense) 150 (190)
Reduction in Omega
Diagnostics GmbH settlement* - 126
------------------------------ ------- -------
150 (1,028)
------------------------------ ------- -------
* relates to the German business which was discontinued in the year ended 31 March 2019.
The loss on disposal of the Alva site includes the sale of
tangible fixed assets at a loss of GBP0.2 million, transaction
costs of GBP0.1 million and other costs of GBP0.1 million. In
addition, the Group made a net gain of GBP0.2 million when
disposing of the Alva property lease.
All COVID-19 inventory was fully impaired at 31 March 2022 and
CD4 inventory was written down to net realisable value in line with
the terms of the CD4 sale and purchase agreement, resulting in an
aggregate impairment charge of GBP0.7 million.
The bad debt expense of GBP0.2 million in 2022 includes a
provision for the potential repayment which may have arisen if
Abingdon Health were unsuccessful in resolving their ongoing
dispute with the DHSC. This provision was released in 2023
following the settlement of the related dispute.
The insolvency claim relating to Omega Diagnostics GmbH was
settled during the 2022 for GBP0.3 million, GBP0.1 million lower
than had been provided for in prior periods.
Assets held for sale
At 31 March 2022, the Global Health assets of GBP5.0 million and
liabilities of GBP0.5 million were reclassified as held for sale.
These assets and liabilities included CD4 assets and liabilities
and non-CD4 assets and liabilities.
Following the withdrawal from the COVID-19 market and disposals
of the Alva manufacturing site and the CD4 business, the Group also
has a number of surplus assets which are no longer required to
support its operations. These non-CD4 assets were primarily plant
and equipment purchased in anticipation of COVID-19 lateral flow
test production.
In 2022, the Group recognised an impairment loss of GBP1.9
million on the remeasurement of the CD4 and non-CD4 assets to their
fair value, less costs to sell. This amount included assumptions on
the fair value of deferred consideration and future royalty income
to be received by the Group following the sale of the CD4 business.
In 2023, the Group recognised a further impairment of GBP0.2
million, fully impairing these assets.
Adjusted EBITDA
Alongside the key performance indicators of revenue and gross
margin percentage, the Group continues to consider EBITDA and
adjusted EBITDA as being more appropriate performance measures
which are better aligned with the cash-generating activities of the
business. Whilst the Group made an EBITDA loss of GBP3.6 million
(2022: GBP9.0 million), the continuing Group generated an EBITDA
loss of GBP2.6 million (2022: GBP0.4 million). The adjusted EBITDA
loss (before exceptional costs, share-based payment charges and the
impairment loss recognised on the remeasurement to fair value of
assets held for sale, less costs to sell) for continuing operations
is GBP2.0 million (2022: EBITDA profit of GBP0.2 million).
2023 2022
--------------------------------- ---------------------------------
Continuing Discontinued Continuing Discontinued
operations operations Total operations operations Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------------------ ---------- ------------ ------- ---------- ------------ -------
Operating loss after
exceptional costs (3,239) (810) (4,049) (929) (7,476) (8,405)
Impairment on the
remeasurement of asset
values - (176) (176) - (1,915) (1,915)
Depreciation and amortisation 591 - 591 547 742 1,289
------------------------------ ---------- ------------ ------- ---------- ------------ -------
EBITDA (2,648) (986) (3,634) (382) (8,649) (9,031)
Exceptional costs 524 (150) 374 337 1,028 1,365
Impairment on the
remeasurement of asset
values - 176 176 - 1,915 1,915
Share-based payment
charge 78 - 78 216 66 282
------------------------------ ---------- ------------ ------- ---------- ------------ -------
Adjusted EBITDA (2,046) (960) (3,006) 171 (5,640) (5,469)
------------------------------ ---------- ------------ ------- ---------- ------------ -------
After the loss arising from discontinued activities of GBP0.7
million (2022: GBP9.9 million), the Group has recorded a loss after
tax of GBP3.9 million (2022: GBP11.3 million).
Taxation
The current year tax credit of GBP0.4 million arises
predominantly from the cash receipt of GBP0.5 million of research
and development tax credits relating to the year ended 31 March
2021. Other than to offset any deferred tax liabilities which may
crystallise in the future, based on the Group's trading assumptions
the deferred tax asset in respect of trading losses will begin
being realised from 2025 onwards, when the Group starts to generate
taxable profits. The deferred tax asset has been valued based upon
a future UK Corporation tax of 25%.
Loss per share
The loss per share was 1.7 pence (2022: 6.2 pence) based on a
statutory loss after tax of GBP3.9 million (2022: loss of GBP11.3
million). The basic loss per share for continuing operations was
1.4 pence (2022: 0.9 pence). The adjusted loss per share was 1.4
pence (2022: 4.2 pence). The adjusted loss after tax was GBP3.1
million (2022: loss of GBP7.7 million) and the loss per share is
calculated on the basic average of 231.3 million shares (2022:
182.6 million shares) in issue. The adjusted loss per share on
continuing operations was 1.1 pence (2022: 0.4 pence).
Research and development
During the year, the Group invested a total of GBP0.4 million in
all development activities associated with continuing operations,
in line with the prior year (2022: GBP0.4 million), representing
4.7% (2022: 5.1%) of revenue. Of the total expenditure, GBP0.1
million (2022: GBP0.1 million) has been capitalised in accordance
with IAS 38 - Development Costs, whilst earlier stage expenditure
and expenditure not qualifying in accordance with IAS 38 criteria
of GBP0.3 million (2022: GBP0.3 million) has been expensed through
the income statement. The capitalised expenditure incurred all
related to the development of the digital platform.
Research and development expenditure on the now discontinued
Global Health division totalled GBP0.1 million during the first
four months of the year (2022: GBP0.8 million).
Property, plant and equipment
Total expenditure on property, plant and equipment in the year
was GBP0.03 million (2022: GBP1.0 million).
As at 31 March 2023, the outstanding liabilities in connection
with leases recognised under IFRS 16 includes short-term
liabilities of GBP0.02 million (2022: GBP0.1 million) and long-term
liabilities of GBPNIL million (2022: GBP0.02 million).
Financing and going concern
Following the disposal of the operations in Scotland, the Group
has appointed NatWest to replace Bank of Scotland as its bankers,
with support to be provided by the East of England corporate team,
more local to the Littleport site. In determining the appropriate
basis of preparation of the financial statements, the Directors are
required to consider whether the Company and Group can continue in
operational existence through a period of at least twelve months
from the date of approving the financial statements (the going
concern period). The Directors have determined that the going
concern period for purposes of these financial statements is the
period through to 31 August 2024. The Group realised a loss of
GBP3.9million for the year ended 31 March 2023 (2022: loss of
GBP11.3 million). As at 31 March 2023, the Group had net current
assets of GBP6.7 million, including a cash balance of GBP5.1
million.
The Group's business activities, together with the factors
likely to affect its future development, performance and position,
are set out in the Strategic Report. The financial position of the
Group, its cash flows, liquidity position and borrowing facilities
are described in the Financial Review.
The Directors have prepared trading and cash flow base case
forecasts to 31 August 2024 and have applied reverse stress tests
to the base case forecasts. The stress tests have been applied to
take account of the impact of potential uncertain outcomes that
are, to an extent, outside of management's control, as well as
reduced trading forecasts, taking into account current
macro-economic conditions. These scenarios include:
-- The reverse stress test indicates revenue could fall by a
further 45% and a gross margin could deteriorate by an additional
2% before forecast cash resources are exhausted.
-- After taking legal advice and making an assessment of the
terms and conditions contained within the contract with the DHSC,
the Directors do not believe the Group will be required to repay
the pre-production payment of GBP2.5 million. In addition, the
Directors consider there to be grounds to claim for damages for
additional losses incurred under the contract. As such, the
Directors believe that there will be no cash outflow in the form of
a repayment to the DHSC in the going concern period and repayment
is not included in the base case or as a sensitivity. However, the
Directors acknowledge that there is a risk that a repayment of some
or all of this amount may be required, the timing and quantum of
which is uncertain.
The Board has a reasonable expectation that the Company and
Group have adequate resources to continue in operational existence
for the period to 31 August 2024. On this basis, the Directors
continue to adopt the going concern basis of preparation.
Accordingly, these financial statements do not include the
adjustments that would be required if the Company and Group was
unable to continue as a going concern.
Chris Lea
Chief Financial Officer
2 August 2023
Consolidated Statement of Comprehensive Income
for the year ended 31 March 2023
2023 2022
Note GBP'000 GBP'000
----------------------------------------------- ---- ------- --------
Continuing operations
Revenue 3,6 7,546 8,539
Cost of sales (4,001) (3,437)
----------------------------------------------- ---- ------- --------
Gross profit 3,545 5,102
Administration costs (4,755) (4,438)
Selling and marketing costs (1,530) (1,256)
Other income 6 25 -
----------------------------------------------- ---- ------- --------
Operating loss before exceptional items 6 (2,715) (592)
Exceptional items 6 (524) (337)
----------------------------------------------- ---- ------- --------
Operating loss after exceptional items (3,239) (929)
Finance costs 4 (13) (21)
----------------------------------------------- ---- ------- --------
Loss before taxation (3,252) (950)
Tax credit/(expense) 5 80 (459)
----------------------------------------------- ---- ------- --------
Loss for the year from continuing operations (3,172) (1,409)
----------------------------------------------- ---- ------- --------
Discontinued operations
Loss after tax for the year from discontinued
operations 7 (688) (9,924)
----------------------------------------------- ---- ------- --------
Loss for the year (3,860) (11,333)
----------------------------------------------- ---- ------- --------
Other comprehensive (losses)/income to be
reclassified to profit and loss in subsequent
periods
Exchange differences on translation of foreign
operations (15) 10
----------------------------------------------- ---- ------- --------
Other comprehensive (losses)/income for the
year (15) 10
----------------------------------------------- ---- ------- --------
Total comprehensive losses for the year (3,875) (11,323)
----------------------------------------------- ---- ------- --------
Earnings per share (EPS)
----------------------------------------------- ---- ------- --------
Basic and diluted EPS on loss for the year 8 (1.7)p (6.2)p
----------------------------------------------- ---- ------- --------
Earnings per share for continuing operations
----------------------------------------------- ---- ------- --------
Basic and diluted EPS on loss for the year
from continuing operations 8 (1.4)p (0.9)p
----------------------------------------------- ---- ------- --------
Consolidated Balance Sheet
as at 31 March 2023
2023 2022
Note GBP'000 GBP'000
-------------------------------------------- ---- -------- --------
ASSETS
Non-current assets
Intangibles 9 4,525 4,745
Property, plant and equipment 10 567 1,138
Right of use assets 10 21 106
Deferred taxation 11 997 1,107
-------------------------------------------- ---- -------- --------
Total non-current assets 6,110 7,096
-------------------------------------------- ---- -------- --------
Current assets
Inventories 13 777 1,094
Trade and other receivables 14 2,403 3,045
Cash and cash equivalents 15 5,115 1,605
-------------------------------------------- ---- -------- --------
Total current assets 8,295 5,744
-------------------------------------------- ---- -------- --------
Assets held for sale 7 - 4,995
-------------------------------------------- ---- -------- --------
Total assets 14,405 17,835
-------------------------------------------- ---- -------- --------
EQUITY AND LIABILITIES
Equity
Share capital 16 10,244 8,044
Share premium 25,072 25,340
Retained deficit (25,319) (21,537)
Translation reserve (46) (31)
-------------------------------------------- ---- -------- --------
Total equity 9,951 11,816
-------------------------------------------- ---- -------- --------
Liabilities
Non-current liabilities
Long-term borrowings 17 19 51
Lease liabilities 10 - 23
Deferred income 18 2,500 2,500
-------------------------------------------- ---- -------- --------
Total non-current liabilities 2,519 2,574
-------------------------------------------- ---- -------- --------
Current liabilities
Short-term borrowings 17 32 204
Lease liabilities 10 23 92
Trade and other payables 19 1,525 2,674
-------------------------------------------- ---- -------- --------
Total current liabilities 1,580 2,970
-------------------------------------------- ---- -------- --------
Liabilities directly associated with assets
held for sale 7 355 475
-------------------------------------------- ---- -------- --------
Total liabilities 4,454 6,019
-------------------------------------------- ---- -------- --------
Total equity and liabilities 14,405 17,835
-------------------------------------------- ---- -------- --------
Simon Douglas Chris Lea
Non-Executive Chairman Chief Financial Officer
2 August 2023 2 August 2023
Omega Diagnostics Group PLC
Registered number: 5017761
Consolidated Statement of Changes in Equity
for the year ended 31 March 2023
Share Share Retained Translation
capital premium deficit reserve Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------------------------ ------- ------- -------- ----------- --------
Balance at 31 March 2021 8,028 25,288 (9,891) (41) 23,384
------------------------------------- ------- ------- -------- ----------- --------
Loss for year ended 31 March
2022 - - (11,333) - (11,333)
Other comprehensive income
- net exchange adjustments - - - 10 10
------------------------------------- ------- ------- -------- ----------- --------
Total comprehensive (losses)/income
for the year - - (11,333) 10 (11,323)
Issue of share capital for
cash consideration 16 52 - - 68
Share-based payments - - 282 - 282
Deferred tax charge related
to share-based payments - - (595) - (595)
------------------------------------- ------- ------- -------- ----------- --------
Balance at 31 March 2022 8,044 25,340 (21,537) (31) 11,816
------------------------------------- ------- ------- -------- ----------- --------
Loss for year ended 31 March
2023 - - (3,860) - (3,860)
Other comprehensive loss
- net exchange adjustments - - - (15) (15)
------------------------------------- ------- ------- -------- ----------- --------
Total comprehensive losses
for the year - - (3,860) (15) (3,875)
Issue of share capital for
cash consideration 2,200 - - - 2,200
Expenses in connection with
share issue - (268) - - (268)
Share-based payments - - 78 - 78
------------------------------------- ------- ------- -------- ----------- --------
Balance at 31 March 2023 10,244 25,072 (25,319) (46) 9,951
------------------------------------- ------- ------- -------- ----------- --------
C onsolidated Cash Flow Statement
for the year ended 31 March 2023
2023 2022
Note GBP'000 GBP'000
-------------------------------------------------- ---- ------- -------
Cash flows generated from operations
Loss for the year from continuing operations (3,172) (1,409)
Loss for the year from discontinued operations (688) (9,924)
Adjustments for:
- Gain on disposal of fixed assets - (7)
- Loss on disposal of Alva site fixed assets - 226
- Depreciation 10 219 671
- Amortisation of intangible assets 9 372 618
- Impairment and derecognition of intangible
assets 9 15 47
- Impairment loss recognised on the remeasurement
to fair value 7 176 1,915
- Impairment of assets relating to aborted
Ely relocation 10 399 -
- Share-based payments 78 282
- Taxation (380) 833
- Omega Diagnostic GmbH liability settlement - (126)
- Finance costs 16 180
-------------------------------------------------- ---- ------- -------
Cash outflow from operating activities before
working capital movement (2,965) (6,694)
Decrease in trade and other receivables 812 1,130
Decrease in inventories 128 480
Decrease in trade and other payables (1,466) (137)
Movement in grants (139) (8)
Receipt of advance funding from the DHSC - 2,000
Taxation received 478 -
-------------------------------------------------- ---- ------- -------
Cash outflow from operating activities (3,152) (3,229)
-------------------------------------------------- ---- ------- -------
Investing activities
Finance income 19 -
Income from sale of property, plant and equipment - 985
Income from sale of the CD4 business 5,315 -
Purchase of property, plant and equipment 10 (25) (968)
Purchase of intangible assets (128) (510)
-------------------------------------------------- ---- ------- -------
Net cash generated from/(used in) investing
activities 5,181 (493)
-------------------------------------------------- ---- ------- -------
Financing activities
Finance costs 4 (1) (2)
Proceeds from issue of share capital 2,200 68
Expenses in connection with share issue (268) -
Principal portion of asset finance payments (314) (198)
Interest portion of asset finance payments (25) (34)
Principal portion of lease liability payments (97) (192)
Interest portion of lease liability payments (9) (144)
-------------------------------------------------- ---- ------- -------
Net cash generated from/(used in) financing
activities 1,486 (502)
-------------------------------------------------- ---- ------- -------
Net increase/(decrease) in cash and cash
equivalents 3,515 (4,224)
Effects of exchange rate movements (5) 2
Cash and cash equivalents at beginning of
year 1,605 5,827
-------------------------------------------------- ---- ------- -------
Cash and cash equivalents at end of year 5,115 1,605
-------------------------------------------------- ---- ------- -------
Company Balance Sheet
as at 31 March 2023
2023 2022
Note GBP'000 GBP'000
----------------------------- ---- -------- --------
ASSETS
Non-current assets
Investments 12 3,101 3,100
Intercompany receivables 14 19,067 -
----------------------------- ---- -------- --------
Total non-current assets 22,168 3,100
----------------------------- ---- -------- --------
Current assets
Trade and other receivables 14 85 16,898
Cash and cash equivalents 15 717 1,045
----------------------------- ---- -------- --------
Total current assets 802 17,943
----------------------------- ---- -------- --------
Total assets 22,970 21,043
----------------------------- ---- -------- --------
EQUITY AND LIABILITIES
Equity
Share capital 16 10,616 8,416
Share premium 25,689 25,957
Retained deficit (13,627) (13,727)
----------------------------- ---- -------- --------
Total equity 22,678 20,646
----------------------------- ---- -------- --------
Liabilities
Current liabilities
Trade and other payables 19 292 397
----------------------------- ---- -------- --------
Total current liabilities 292 397
----------------------------- ---- -------- --------
Total liabilities 292 397
----------------------------- ---- -------- --------
Total equity and liabilities 22,970 21,043
----------------------------- ---- -------- --------
As permitted by section 408 of the Companies Act 2006, no
separate statement of comprehensive income is presented for the
Company.
The Company profit in the year was GBP22,000 (2022: loss of
GBP2,832,000).
Simon Douglas Chris Lea
Non-Executive Chairman Chief Financial Officer
2 August 2023 2 August 2023
Omega Diagnostics Group PLC
Registered number: 5017761
Company Statement of Changes in Equity
for the year ended 31 March 2023
Share Share Retained
capital premium surplus/(deficit) Total
Note GBP'000 GBP'000 GBP'000 GBP'000
----------------------------------- ---- ------- ------- ----------------- -------
Balance at 31 March 2021 8,400 25,905 (10,785) 23,520
----------------------------------- ---- ------- ------- ----------------- -------
Loss for the year ended 31 March
2022 - - (2,832) (2,832)
Share options exercised 16 52 - 68
Share-based payments as restated 3 - - 282 282
Deferred tax charge related to
share-based payments - - (392) (392)
----------------------------------- ---- ------- ------- ----------------- -------
Balance at 31 March 2022 8,416 25,957 (13,727) 20,646
----------------------------------- ---- ------- ------- ----------------- -------
Profit for the year ended 31 March
2023 - - 22 22
Issue of share capital for cash
consideration 2,200 - - 2,200
Expenses in connection with share
issue - (268) - (268)
Share-based payments - - 78 78
----------------------------------- ---- ------- ------- ----------------- -------
Balance at 31 March 2023 10,616 25,689 (13,627) 22,678
----------------------------------- ---- ------- ------- ----------------- -------
Company Cash Flow Statement
for the year ended 31 March 2023
2023 2022
GBP'000 GBP'000
------------------------------------------------------ ------- --------
Cash flows generated from operations
Profit/(loss) for the year 22 (2,832)
Adjustments for:
- Taxation - 678
- Impairment of subsidiaries - 1,685
- Share-based payments 78 158
- Finance costs - 31
------------------------------------------------------ ------- --------
Cash inflow/(outflow) before working capital movement 100 (280)
Increase in trade and other receivables excluding
intercompany financing (14) (22)
Decrease in trade and other payables (104) (269)
------------------------------------------------------ ------- --------
Cash outflow from operating activities (18) (571)
------------------------------------------------------ ------- --------
Investing activities
Intercompany transfer of intangible assets - 31
Transfers of cash to subsidiary companies (6,482) (19,806)
Transfers of cash from subsidiary companies 4,240 15,811
Investment in subsidiaries - -
------------------------------------------------------ ------- --------
Net cash used in investing activities (2,242) (3,964)
------------------------------------------------------ ------- --------
Financing activities
Finance costs - (31)
Proceeds from issue of share capital 2,200 68
Expenses of share issue (268) -
------------------------------------------------------ ------- --------
Net cash inflow from financing activities 1,932 37
------------------------------------------------------ ------- --------
Net decrease in cash and cash equivalents (328) (4,498)
Cash and cash equivalents at beginning of year 1,045 5,543
------------------------------------------------------ ------- --------
Cash and cash equivalents at end of year 717 1,045
------------------------------------------------------ ------- --------
Notes to the Financial Statements
for the year ended 31 March 2023
1 Authorisation of financial statements
The financial statements of Omega Diagnostics Group PLC
(registered number: 5017761; registered office address: One Fleet
Place, London EC4M 7WS for the year ended 31 March 2023 were
authorised for issue by the Board of Directors on 2 August 2023,
and the balance sheets were signed on the Board's behalf by Simon
Douglas and Chris Lea. Omega Diagnostics Group PLC is a public
limited company incorporated in England. The Company's ordinary
shares are traded on AIM.
2 Accounting policies
Basis of preparation
The accounting policies which follow set out those policies
which have been applied consistently to all periods presented in
these financial statements. The consolidated financial statements,
and the Company financial statements, are presented in sterling and
have been prepared in accordance with UK-adopted international
accounting standards and, as regards to the Company financial
statements, as applied in accordance with the provisions of the
Companies Act 2006. The Company has taken advantage of section 408
of the Companies Act 2006 not to present the Company statement of
comprehensive income.
In relation to IFRS 8 - Operating Segments, the Group has
identified the Executive Board as the chief operating decision
maker with responsibility for decisions over the allocation of
resources to operating segments and for the monitoring of their
performance. Following the decision of the Executive Board to
discontinue trading in the Global Health segment, the Group now
reports on two segments as below:
-- Health and Nutrition; and
-- Corporate.
Discontinued operations
Assets and liabilities are classified as held for disposal if
their recoverable value is likely to be recovered via a sale or
distribution as opposed to continued use by the Group. In order to
be classified as assets held for sale, assets and liabilities must
meet all of the following conditions; the disposal is highly
probable, it is available for immediate disposal, it is being
actively marketed and the disposal is likely to occur within one
year.
Assets that qualify as held for disposal and related liabilities
are disclosed separately from other assets and liabilities in the
balance sheet prospectively from the date of classification.
Non-current assets determined as held for disposal are measured at
the lower of carrying value and fair value less costs to sell. No
depreciation or amortisation is charged in respect of these assets
after classification as held for disposal.
Assets or groups of assets and related liabilities that qualify
as held for disposal are classified as discontinued operations when
they represent a separate major line of business or geographical
area, are part of a single plan to dispose of a separate major line
of business or geographical area or are acquired exclusively with a
view to resale. Income and expenses relating to these discontinued
operations are disclosed in a single net amount after taxes in the
statement of comprehensive income, with comparative amounts
re-presented accordingly.
Additional disclosures are provided in Note 7. All other notes
to the financial statements include amounts for continuing
operations, unless indicated otherwise.
Basis of consolidation
The Group financial statements consolidate the financial
statements of Omega Diagnostics Group PLC and the entities it
controls (its subsidiaries). Control is achieved when the Group is
exposed, or has rights, to variable returns from its involvement
with the investee and has the ability to affect those returns
through its power over the investee. Subsidiaries are consolidated
from the date of acquisition, being the date on which the Group
obtains control, and continue to be consolidated until the date
that such control ceases. The financial statements of the
subsidiaries used in the preparation of the consolidated financial
statements are based on consistent accounting policies. All
intercompany balances and transactions, including unrealised
profits arising from them, are eliminated.
Going concern
The Group's business activities, together with the factors
likely to affect its future development, performance and position,
are set out in the Strategic Report. The financial position of the
Group, its cash flows, liquidity position and borrowing facilities
are described in the Financial Review.
In determining the appropriate basis of preparation of the
financial statements, the Directors are required to consider
whether the Company and Group can continue in operational existence
through a period of at least twelve months from the date of
approving the financial statements (the going concern period). The
Directors have determined that the going concern period for
purposes of these financial statements is the period through to 31
August 2024. The Group realised a loss of GBP3.9 million for the
year ended 31 March 2023 (2022: loss of GBP11.3 million). As at 31
March 2023, the Group had net current assets of GBP6.7 million,
including a cash balance of GBP5.1 million.
The Group's business activities, together with the factors
likely to affect its future development, performance and position,
are set out in the Strategic Report. The financial position of the
Group, its cash flows, liquidity position and borrowing facilities
are described in the Financial Review.
The Directors have prepared trading and cash flow base case
forecasts to 31 August 2024 and have applied reverse stress tests
to the base case forecasts. The stress tests have been applied to
take account of the impact of potential uncertain outcomes that
are, to an extent, outside of management's control, as well as
reduced trading forecasts, taking into account current
macro-economic conditions. These scenarios include:
-- After taking into account the above sensitivities and
mitigating actions, the reverse stress test indicates revenue could
fall by a further 45% and a gross margin could deteriorate by an
additional 2% before forecast cash resources are exhausted.
-- After taking legal advice and making an assessment of the
terms and conditions contained within the contract with the DHSC,
the Directors do not believe the Group will be required to repay
the pre-production payment of GBP2.5 million. In addition, the
Directors consider there to be grounds to claim for damages for
additional losses incurred under the contract. As such, the
Directors believe that there will be no cash outflow in the form of
a repayment to the DHSC in the going concern period and repayment
is not included in the base case or as a sensitivity. However, the
Directors acknowledge that there is a risk that a repayment of some
or all of this amount may be required, the timing and quantum of
which is uncertain.
The Board has a reasonable expectation that the Company and
Group have adequate resources to continue in operational existence
for the period to 31 August 2024. On this basis, the Directors
continue to adopt the going concern basis of preparation.
Accordingly, these financial statements do not include the
adjustments that would be required if the Company and Group was
unable to continue as a going concern.
Intangible assets
Goodwill
Business combinations are accounted for under IFRS 3 using the
acquisition method. Goodwill represents the excess of the cost of
the business combination over the Group's interest in the net fair
value of the identifiable assets, liabilities and contingent
liabilities. Goodwill is not amortised but is subject to an annual
impairment review and whenever events or changes in circumstances
indicate that the carrying value may be impaired a charge is made
to the income statement. After initial recognition, goodwill is
stated at cost less any accumulated impairment losses.
For the purpose of impairment testing, goodwill is allocated to
the related cash-generating units monitored by management, usually
at business segment level where synergies lie. Where the
recoverable amount of the cash-generating unit is less than its
carrying amount, including goodwill, an impairment loss is
recognised in the income statement.
Other intangible assets
Intangible assets acquired as part of a business combination are
recognised outside goodwill if the asset is separable or arises
from contractual or other legal rights and its fair value can be
measured reliably. Following initial recognition at fair value at
the acquisition date, the historical cost model is applied, with
intangible assets being carried at cost less accumulated
amortisation and accumulated impairment losses. Intangible assets
with a finite life have no residual value and are amortised on a
straight-line basis over the expected useful lives, with charges
included in administration costs, as follows:
Technology assets - 5 to 20 years
Software - 5 years
Licences - 17 to 20 years
Customer relationships - fully amortised
The carrying value of intangible assets is reviewed for
impairment whenever events or changes in circumstances indicate the
carrying value may not be recoverable.
Research and development costs
Expenditure on research and initial feasibility work is written
off through the income statement as incurred. Thereafter,
expenditure on product development which meets certain criteria is
capitalised and amortised over its useful life. The stage at which
it is probable that the product will generate future economic
benefits is when the following criteria have been met: technical
feasibility; intention and ability to sell the product;
availability of resources to complete the development of the
product; and the ability to measure the expenditure attributable to
the product. The useful life of the intangible asset is determined
on a product-by-product basis, taking into consideration a number
of factors. Development costs previously recognised as an expense
are not recognised as an asset in a subsequent period. Research and
development intangible assets are amortised on a straight-line
basis over the expected useful lives, with charges included in
administration costs, as follows:
IAS38 Development
costs - 5 to 20 years
Property, plant and equipment
Property, plant and equipment are stated at cost less
accumulated depreciation and any accumulated impairment losses.
Depreciation is charged so as to write off the cost of assets to
their estimated residual values over their estimated useful lives
on a straight-line basis as follows:
ten years, straight line with no residual value or the
Leasehold improvements - remaining term of the lease if shorter
Plant and machinery - three to ten years, straight line with no residual value
Right of use leased over the lease term, straight line with no residual
assets - value
The carrying values of property, plant and equipment are
reviewed for impairment if events or changes in circumstances
indicate the carrying value may not be recoverable and are written
down immediately to their recoverable amount. Useful lives are
reviewed annually and, where adjustments are required, these are
made prospectively.
Leases
Lease liabilities are measured at the present value of the
contractual payments due to the lessor over the lease term with the
discount rate determined by reference to the Group's incremental
borrowing rate at commencement of the lease.
Right of use assets are recognised at the commencement date of
the lease and measured at an amount equal to the initial lease
liability recognised and initial direct costs incurred when
entering into the lease. Right of use assets comprise the premises
and equipment with leases in excess of one year.
Low value leases
Rentals applicable to low value leases, where substantially all
the benefits and risks remain with the lessor, are charged against
the statement of other comprehensive income on a straight-line
basis over the period of the lease.
Asset finance arrangements
The Group raises finance secured on new asset purchases. Amounts
received in relation to the financing of fixed asset acquisitions,
where the lender has security over the specified assets acquired,
are recorded as liabilities in the balance sheet and accounted for
in accordance with IFRS 9. Interest incurred on these arrangements
is charged to the statement of comprehensive income using the
effective interest rate method.
Impairment of assets
The Group and Company assess at each reporting date whether
there is an indication that an asset may be impaired. If any such
indication exists, the Group and Company make an estimate of the
asset's recoverable amount. An asset's recoverable amount is the
higher of an asset's or cash-generating unit's fair value less
costs to sell and its value in use and is determined for an
individual asset, unless the asset does not generate cash inflows
that are largely independent of those from other assets or groups
of assets. Where the carrying amount of an asset exceeds its
recoverable amount, the asset is considered to be impaired and is
written down to its recoverable amount.
In assessing value in use, the estimated future cash flows are
discounted to their net present value, using a pre-tax discount
rate that reflects current market assessments of the time value of
money and the risks specific to that asset. Impairment losses on
continuing operations are recognised in the income statement in
those expense categories consistent with the function of the
impaired asset.
Inventories
Inventories are stated at the lower of cost and net realisable
value. Cost is defined as standard cost or purchase price and
includes all direct costs incurred in bringing each product to its
present location and condition. Net realisable value is based on
estimated selling price less any further costs expected to be
incurred prior to completion and disposal.
Trade receivables
Trade receivables recognised by the Group and Company are
carried at original invoice amount less an allowance for any
non-collectable or impaired amounts. The Group uses the IFRS 9
expected credit loss model to measure loss allowances at an amount
equal to their lifetime expected credit loss. A provision for
doubtful amounts is made when there is objective evidence that
collection of the full amount is no longer probable.
Significant financial difficulty or significantly extended
settlement periods are considered to be indicators of impairment.
Normal average payment terms vary from payment in advance to 90
days. Balances are written off when the probability of recovery is
assessed as remote.
Provision for expected credit losses (ECLs) of receivables
The Group uses a provision matrix to calculate ECLs for trade
receivables. The provision rates are based on analysis of payment
receipt days past due for groupings of various customer segments
(i.e. by geography, product type, customer type and rating).
The provision matrix is initially based on the Group's
historical observed default rates. The Group will calibrate the
matrix to adjust the historical credit loss experience with
forward-looking information. For instance, if forecasted economic
conditions are expected to deteriorate over the next year, which
could lead to an increased number of defaults in the medical
diagnostics sector, the historical rates are adjusted. At every
reporting date, the historical observed default rates are updated
and changes in the forward-looking estimates are analysed.
The assessment of the correlation between historical observed
rates, forecast economic conditions and ECLs is an estimate. The
amount of ECLs is sensitive to changes in circumstances and
forecasted economic conditions. The Group's historical credit loss
experience and forecast of economic conditions may also not be
representative of the customer's actual default in the future. The
information about the ECLs on the Group's trade receivables is
disclosed in the Notes to the Financial Statements.
Expected credit loss on amounts due from subsidiaries are
measured using the general models for ECLs. When there has been a
significant increase in credit risk since initial recognition, a
loss allowance is required for credit losses expected over the
remaining life of the exposure, irrespective of the timing of the
default. This is determined by applying the probability of default
to the receivables due from subsidiaries.
Cash and cash equivalents
Cash and cash equivalents in the balance sheet comprise cash at
banks and in hand and short-term deposits with an original maturity
of three months or less. Bank overdrafts or other short-term debt
facilities that are repayable on demand and form an integral part
of the Group's cash management are included as a component of cash
and cash equivalents for the purpose of the statement of cash
flows.
Financial instruments
Under IFRS 9, financial assets, liabilities and equity
instruments are classified according to the substance of the
contractual arrangements entered into. An equity instrument is any
contract that evidences a residual interest in the assets of the
Group after deducting all of its liabilities.
Financial assets held by the Group and Company are trade and
other receivables and cash.
Financial liabilities held by the Group and Company are trade
and other payables, deferred income and bank borrowings.
The classification of financial assets at initial recognition
depends on the financial asset's contractual cash flow
characteristics and the Group's business model for managing them.
Trade receivables are measured at the transaction price determined
under IFRS 15. The Group's financial assets at amortised cost
include trade receivables and loans to subsidiaries.
A financial asset (or, where applicable, a part of a financial
asset or part of a group of similar financial assets) is
derecognised when the rights to receive cash flows from the asset
have expired.
For trade receivables and contract assets, the Group applies a
simplified approach in calculating ECLs. Therefore, the Group does
not track changes in credit risk, but instead recognises a loss
allowance based on lifetime ECLs at each reporting date.
Customer credit risk is managed by the Group finance team and is
subject to the Group's established policy, procedures and controls
relating to customer credit risk management. All new customers are
subject to formal take-on procedures which include the first four
orders being on a proforma basis. Customers' credit is reviewed on
a regular basis with existing trading experiences taken into
account when deciding on ongoing terms. The Group has an excellent
record in cash collections and consequently has had almost no bad
debt in recent years.
A financial asset is deemed to be impaired when internal or
external information indicates that the Group is unlikely to
receive the outstanding contractual amounts in full before taking
into account any credit enhancements held by the Group. A financial
asset is written off when there is no reasonable expectation of
recovering the contractual cash flows.
Trade payables are not interest bearing and are recognised
initially at fair value and subsequently measured at amortised cost
using the effective interest method.
Bank borrowings are recognised initially at fair value and
subsequently measured at amortised cost using the effective
interest method. For long-term bank borrowings stated at amortised
cost, transaction costs that are directly attributable to the
borrowing instrument are recognised as an interest expense over the
life of the instrument.
A financial liability is derecognised when the obligation under
the liability is discharged or cancelled or expires; when an
existing financial liability is replaced by another from the same
lender on substantially different terms, or the terms of an
existing liability are substantially modified, such an exchange or
modification is treated as the derecognition of the original
liability and the recognition of a new liability. The difference in
the respective carrying amounts is recognised in the consolidated
statement of comprehensive income.
Company's investments in subsidiaries
The Company recognises its investments in subsidiaries at cost.
The carrying value of investments is reviewed for impairment
whenever events or changes in circumstances indicate the carrying
value may not be recoverable.
Foreign currency translation
The financial statements are presented in UK pounds sterling.
Transactions in currencies other than sterling are recorded at the
prevailing rate of exchange at the date of the transaction. At each
balance sheet date, monetary assets and liabilities that are
denominated in foreign currencies are retranslated at the rates
prevailing on the balance sheet date. Non-monetary assets and
liabilities that are denominated in foreign currencies are
translated at the rates prevailing at the date of the
transaction.
Gains and losses arising on retranslation of monetary items are
included in the net profit or loss for the year. The trading
results of the overseas subsidiaries are translated at the average
exchange rate ruling during the year, with the exchange difference
between the average rates and the rates ruling at the balance sheet
date being taken to other comprehensive income and accumulated in
the translation reserve. Any differences arising on the translation
of the opening net investment in the overseas subsidiaries and of
applicable foreign currency loans are recognised in other
comprehensive income and accumulated in the translation
reserve.
Revenue recognition
Revenue is measured at the fair value of the consideration
received or receivable and net of discounts and sales-related
taxes. Sales of goods are recognised when our performance
obligations have been met. This will be when goods have been
despatched and the collection of the related receivable is
reasonably assured. Sale of goods relates to the sale of medical
diagnostic kits. Revenue relating to CNSLab laboratory services is
recognised on communication of test results.
Grants
Grants are recognised when it is reasonable to expect that the
grants will be received and that all related conditions will be
met, usually on submission of a valid claim for payment. Grants in
respect of capital expenditure are credited to a deferred income
account and are released to the income statement over the expected
useful lives of the relevant assets by equal annual instalments.
Revenue grants are credited to the income statement as and when the
relevant expenditure is incurred.
Share-based payments
For equity-settled transactions, the Group measures the award by
reference to the fair value at the date at which they are granted
and it is recognised as an expense over the vesting period, which
ends on the date on which the relevant employees become fully
entitled to the award. In certain circumstances, such as death of
an employee, the Directors can amend the vesting period at their
discretion. Fair value is determined using the Black-Scholes
model.
Any other conditions which are required to be met in order for
an employee to become fully entitled to an award are considered to
be non-vesting conditions. Like market performance conditions,
non-vesting conditions are taken into account in determining grant
date fair value. No expense is recognised for awards that do not
ultimately vest, except for awards where vesting is conditional
upon a market or non-vesting condition, which are treated as
vesting irrespective of whether or not the market or non-vesting
condition is satisfied, provided that all other performance
conditions are satisfied.
At each balance sheet date before vesting, the cumulative
expense is calculated, representing the extent to which the vesting
period has expired and management's best estimate of the
achievement or otherwise of vesting conditions and of the number of
equity instruments that will ultimately vest or, in the case of an
instrument subject to a market or non-vesting condition, be treated
as vesting as described above. This includes any award where
non-vesting conditions within the control of the Group or the
employee are not met. The movement in cumulative expense since the
previous balance sheet date is recognised in the income statement,
with a corresponding entry in equity.
Where the terms of an equity-settled award are modified or a new
award is designated as replacing a cancelled or settled award, the
cost based on the original award terms continues to be recognised
over the original vesting period. In addition, an expense is
recognised over the remainder of the new vesting period for the
incremental fair value of any modification, based on the difference
between the fair value of the original award and the fair value of
the modified award, both as measured on the date of the
modification. No reduction is recognised if this difference is
negative.
Where an equity-settled award is cancelled, it is treated as if
it had vested on the date of cancellation, and any cost not yet
recognised in the income statement for the award is expensed
immediately. Any compensation paid up to the fair value of the
award at the cancellation or settlement date is deducted from
equity, with any excess over fair value being treated as an expense
in the income statement.
Pensions
Contributions to personal pension plans of employees on a
defined contribution basis are charged to the income statement in
the year in which they are payable.
Income taxes
Current tax assets and liabilities are measured at the amount
expected to be recovered from or paid to the taxation authorities,
based on tax rates and laws that are enacted or substantively
enacted by the balance sheet date.
Deferred income tax is recognised on all temporary differences
arising between the tax bases of assets and liabilities and their
carrying amounts in the financial statements, with the following
exceptions:
-- where the temporary difference arises from the initial
recognition of goodwill or of an asset or liability in a
transaction that is not a business combination that at the time of
the transaction affects neither accounting nor taxable profit or
loss;
-- in respect of taxable temporary differences associated with
investments in subsidiaries, associates and joint ventures, where
the timing of the reversal of the temporary differences can be
controlled and it is probable that the temporary differences will
not reverse in the foreseeable future; and
-- deferred income tax assets are recognised only to the extent
that it is probable that taxable profit will be available against
which the deductible temporary differences, carried forward tax
credits or tax losses can be utilised.
Deferred income tax assets and liabilities are measured on an
undiscounted basis at the tax rates that are expected to apply when
the related asset is realised or the liability is settled, based on
tax rates and laws enacted or substantively enacted at the balance
sheet date.
Income tax and deferred tax are charged or credited in other
comprehensive income or directly to equity if they relate to items
that are credited or charged in other comprehensive income or
directly to equity. Otherwise, income tax and deferred tax are
recognised in profit or loss.
Use of estimates and judgements
The preparation of these financial statements requires
management to make judgements, estimates and assumptions that
affect the application of accounting policies and the reported
amounts of assets, liabilities, income and expenses. It is not
practical to separate estimates from judgements in relation to
future forecasts. Actual results may differ from these
estimates.
Estimates and underlying assumptions are reviewed on an ongoing
basis. Revisions to accounting estimates are recognised in the
period in which the estimate is revised and in any future periods
affected.
The significant areas of estimation uncertainty and critical
judgements in applying the accounting policies that have the most
significant effect on the amounts recognised in the financial
information are as follows:
Intangible assets - expected useful life
Management judgement is required to estimate the useful lives of
intangible assets, having reference to future economic benefits
expected to be derived from use of the asset. Economic benefits are
based on the fair values of estimated future cash flows. The Group
seeks to develop relationships with key external decision makers
that can influence the global agenda for the markets in which the
Group operates. To the extent that future economic benefits are
dependent upon inputs and decisions to be taken by third parties,
the Group maintains regular dialogue with these parties to ensure
it has the most relevant and up-to-date data upon which to base its
judgement. The Group reviews its technology assets on a regular
basis by undertaking competitor reviews to ensure the relevance of
these assets and to increase the likelihood that future economic
benefits will continue to ensue. The period selected for
amortisation in relation to the Health and Nutrition products is
five years as there is competitor activity in this space.
Carrying value of goodwill
Goodwill is tested annually for impairment. The test considers
the recoverable amount of cash-generating units (CGUs) that give
rise to the goodwill. The recoverable amount is determined to be
the higher of the fair value less costs to sell and the value in
use of the CGU. If the carrying amount of the CGU exceeds its
recoverable amount, an impairment charge will be recognised
immediately in the income statement.
Value in use calculations require the estimation of future cash
flows to be derived from the respective CGU and the selection of an
appropriate discount rate in order to calculate their present
value. The value in use methodology is consistent with the approach
taken by management to evaluate economic value and is deemed to be
the most appropriate for the respective CGU. The methodology is
based on the pre-tax cash flows arising from the specific CGU and
discounted using a pre-tax discount rate. The estimation of the
timing and value of underlying projected cash flows and the
selection of appropriate discount rates involves management
judgement. Subsequent changes to these estimates or judgements may
impact the carrying value of the assets.
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on
the difference between the carrying amounts of assets and
liabilities in the financial statements and the corresponding tax
bases used in the computation of taxable profit, and is accounted
for using the balance sheet liability method. Deferred tax
liabilities are generally recognised for all taxable temporary
differences and deferred tax assets are recognised to the extent
that it is probable that the taxable profits will be available
against which deductible temporary differences can be utilised
within a reasonable period of time. The carrying amount of deferred
tax assets is reviewed at each balance sheet date and reduced to
the extent that it is no longer probable that sufficient taxable
profits will be available to allow the asset recognised to be
recovered within a reasonable period of time.
Deferred tax assets and liabilities are offset where there is a
legally enforceable right of offset within the same tax authority
and where the Group intends to either settle them on a net basis,
or to realise the asset and settle the liability simultaneously. A
deferred tax asset is recognised only to the extent that it is
probable that future taxable profits will be available against
which the asset can be utilised. Deferred tax assets are reduced to
the extent that it is no longer probable that the related tax
benefit will be realised.
Investments
For investments subject to impairment testing, the investment
carrying value is compared to the investment recoverable amount.
The recoverable amount is determined to be the higher of the fair
value less costs to sell and the value in use of the investment. If
the carrying amount of the investment exceeds its recoverable
amount, an impairment charge will be recognised immediately in the
income statement. Reversals of previous impairment charges are
recognised if the recoverable amount of the investment
significantly exceeds the carrying amount.
Value in use calculations require the estimation of future cash
flows to be derived from the respective subsidiary and the
selection of an appropriate discount rate in order to calculate
their present value. The value in use methodology is consistent
with the approach taken by management to evaluate economic value
and is deemed to be the most appropriate for the respective
subsidiary. The methodology is based on the pre-tax cash flows
arising from the respective subsidiary and discounted using a
pre-tax discount rate. The estimation of the timing and value of
underlying projected cash flows and the selection of appropriate
discount rates involves management judgement. Subsequent changes to
these estimates or judgements may impact the carrying value of the
subsidiary.
Deferred income
At inception, amounts advanced by DHSC were classified as
deferred income under IFRS 15 because they were to be recovered at
an agreed amount per lateral flow test produced. With no production
volume over which the advance payment can be recovered as envisaged
in the contract, the Company still retains the deferred income
balance of GBP2.5 million pending resolution of the dispute.
Depending on the outcome of the settlement negotiations, the amount
of deferred income to be retained by the Company may be more or
less than the amount stated. Under IFRS 15 no amount would be
recognised as revenue unless it is highly probable that a
significant reversal would not occur. Notwithstanding legal advice
obtained and the Directors intention to challenge any attempt to
reclaim the amount advanced under the contract, at the 31 March
2023, the Directors have determined the amount to be fully
constrained.
Fair value of assets held for sale
The fair value less costs to sell of assets held for sale at 31
March 2022 was GBP5.0 million (see Note 7), of which the majority
relates to the CD4 business. The fair value has been determined on
the basis of negotiations with potential buyers at the balance
sheet date and, since there were no material changes to the fair
value of the CD4 business between 31 March 2022 and 31 July 2022,
the consideration agreed has been determined to be representative
of the fair value at the balance sheet date. Judgement has also
been applied in determining the appropriate fair value of the
contingent elements of the consideration agreed, which is based on
a range of possible outcomes including, the outcome of the ongoing
clinical study in Kenya which is expected to conclude in the final
quarter of 2022 and revenues generated from future CD4 revenues
under Accubio ownership for the period to 31 December 2026 which
the Group are entitled to royalty fees of 4%.
Standards adopted for the first time
There are no new or revised standards effective for annual
periods beginning on or after 1 April 2022 that are relevant to the
Group.
Standards, amendments and interpretations to existing standards
that are not yet effective
There are no new standards, amendments to existing standards or
interpretations that are effective as at 31 March 2022 relevant to
the Group.
3 Segmental information
Following the withdrawal from COVID-19 products and the decision
taken in March 2022 to dispose of the CD4 business, the sale of
which was completed on 31 July 2022, the entire Global Health
division was classified as held for sale, the only remaining
division is Health and Nutrition. The Global Health division
specialised in the research, development, production and marketing
of kits to aid the diagnosis of infectious diseases, including
COVID-19.
The Health and Nutrition division specialises in the research,
development and production of kits to aid the detection of immune
reactions to food. It also provides clinical analysis to the
general public, clinics and health professionals as well as
supplying the point-of-care Food Detective(R) test.
The Corporate segment consists of centralised corporate costs
which are not allocated to the trading activities of the Group.
Inter-segment transfers or transactions are entered into under
the normal commercial conditions that would be available to
unrelated third parties.
Business segment information
Health
and
Nutrition Corporate Total
2023 GBP'000 GBP'000 GBP'000
---------------------------------------- --------- --------- -------
Revenue 7,742 - 7,742
Inter-segment revenue (196) - (196)
---------------------------------------- --------- --------- -------
Total revenue 7,546 - 7,546
Cost of sales (4,001) - (4,001)
---------------------------------------- --------- --------- -------
Gross profit 3,545 - 3,545
Operating costs (5,153) (1,107) (6,260)
---------------------------------------- --------- --------- -------
Operating loss before exceptional items (1,608) (1,107) (2,715)
Exceptional items (524) - (524)
---------------------------------------- --------- --------- -------
Operating loss after exceptional items (2,132) (1,107) (3,239)
---------------------------------------- --------- --------- -------
Depreciation 219 - 219
Amortisation 372 - 372
---------------------------------------- --------- --------- -------
EBITDA (1,541) (1,107) (2,648)
---------------------------------------- --------- --------- -------
Exceptional items 524 - 524
Share-based payment charges 1 77 78
---------------------------------------- --------- --------- -------
Adjusted EBITDA (1,016) (1,030) (2,046)
---------------------------------------- --------- --------- -------
Share-based payment charges (1) (77) (78)
Depreciation (219) - (219)
Amortisation (372) - (372)
Net finance costs (13) - (13)
Exceptional costs (524) - (524)
---------------------------------------- --------- --------- -------
Loss before tax (2,145) (1,107) (3,252)
Exceptional items 524 - 524
Share-based payment charges 1 77 78
Amortisation 109 - 109
---------------------------------------- --------- --------- -------
Adjusted loss before tax (1,511) (1,030) (2,541)
---------------------------------------- --------- --------- -------
Health
and
Nutrition Corporate Total
2022 GBP'000 GBP'000 GBP'000
------------------------------------------- --------- --------- -------
Revenue 8,779 - 8,779
Inter-segment revenue (240) - (240)
------------------------------------------- --------- --------- -------
Total revenue 8,539 - 8,539
Cost of sales (3,437) - (3,437)
------------------------------------------- --------- --------- -------
Gross profit 5,102 - 5,102
Operating costs (4,137) (1,557) (5,694)
------------------------------------------- --------- --------- -------
Operating profit/(loss) before exceptional
items 965 (1,557) (592)
Exceptional items - (337) (337)
------------------------------------------- --------- --------- -------
Operating profit/(loss) after exceptional
items 965 (1,894) (929)
------------------------------------------- --------- --------- -------
Depreciation 194 - 194
Amortisation 353 - 353
------------------------------------------- --------- --------- -------
EBITDA 1,512 (1,894) (382)
------------------------------------------- --------- --------- -------
Share-based payment charges 58 158 216
Exceptional items - 337 337
------------------------------------------- --------- --------- -------
Adjusted EBITDA 1,570 (1,399) 171
------------------------------------------- --------- --------- -------
Share-based payment charges (58) (158) (216)
Depreciation (194) - (194)
Amortisation (353) - (353)
Net finance costs (21) - (21)
Exceptional items - (337) (337)
------------------------------------------- --------- --------- -------
Profit/(loss) before tax 944 (1,894) (950)
Exceptional items - 337 337
Share-based payment charges 58 158 216
Amortisation 99 - 99
------------------------------------------- --------- --------- -------
Adjusted profit/(loss) before tax 1,101 (1,399) (298)
------------------------------------------- --------- --------- -------
The adjusted profit/(loss) before taxation is a key measure of
the Group's trading performance used by the Directors. The reported
numbers are non-GAAP measures.
Corporate consists of centralised corporate costs which are not
allocated across the trading divisions.
The segment assets and liabilities are as follows:
Health
and
Nutrition Corporate Total
2023 GBP'000 GBP'000 GBP'000
------------------------ --------- --------- -------
Segment assets 8,208 85 8,293
Unallocated assets - - 6,112
------------------------ --------- --------- -------
Total assets 8,208 85 14,405
------------------------ --------- --------- -------
Segment liabilities 1,307 292 1,599
Unallocated liabilities - - 2,500
------------------------ --------- --------- -------
Total liabilities 1,307 292 4,099
------------------------ --------- --------- -------
The assets and liabilities held for sale at 31 March 2022 are
detailed in Note 7 - discontinued operations.
Health
and
Nutrition Corporate Total
2022 GBP'000 GBP'000 GBP'000
------------------------ --------- --------- -------
Segment assets 10,055 73 10,128
Unallocated assets - - 2,712
------------------------ --------- --------- -------
Total assets 10,055 73 12,840
------------------------ --------- --------- -------
Segment liabilities 2,508 397 2,905
Unallocated liabilities - - 2,639
------------------------ --------- --------- -------
Total liabilities 2,508 397 5,544
------------------------ --------- --------- -------
Unallocated assets comprise cash and deferred taxation.
Unallocated liabilities primarily relate to deferred income
balances.
Information about major customers
One customer within the Health and Nutrition segment accounts
for GBP839,000, 11.0% (2022: GBP1,369,000, 16.0%) of continuing
revenues.
Geographical information
The Group's geographical information is based on the location of
its markets and customers. Sales to external customers disclosed in
the geographical information are based on the geographical location
of its customers. The analysis of segment assets and capital
expenditure is based on the geographical location of the
assets.
2023 2022
GBP'000 GBP'000
--------------------------- ------- -------
Revenues
UK 975 470
Rest of Europe 2,311 2,605
North America 1,143 1,742
South/Central America 301 500
India 529 513
Asia and the Far East 1,726 1,503
Africa and the Middle East 561 1,206
--------------------------- ------- -------
7,546 8,539
--------------------------- ------- -------
Property, Trade
plant and and other
Intangibles equipment Inventories receivables Total
2023 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------- ----------- --------- ----------- ----------- -------
Assets
UK 4,524 586 724 2,312 8,146
India 1 2 53 91 147
Unallocated assets - - - - 6,112
------------------- ----------- --------- ----------- ----------- -------
Total assets 4,525 588 777 2,403 14,405
------------------- ----------- --------- ----------- ----------- -------
Property, Trade
plant and and other
Intangibles equipment Inventories receivables Total
2022 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------- ----------- --------- ----------- ----------- -------
Assets
UK 4,743 1,241 1,084 2,938 10,006
India 2 3 10 107 122
Unallocated assets - - - - 2,712
------------------- ----------- --------- ----------- ----------- -------
Total assets 4,745 1,244 1,094 3,045 12,840
------------------- ----------- --------- ----------- ----------- -------
2023 2022
GBP'000 GBP'000
-------------------------------------------------------- ----------- -------
Liabilities
UK 1,531 2,829
India 68 76
Unallocated liabilities 2,500 2,639
-------------------------------------------------------- ----------- -------
Total liabilities 4,099 5,544
-------------------------------------------------------- ----------- -------
Capital expenditure
Health and Nutrition 25 275
Global Health and Other - 693
-------------------------------------------------------- ----------- -------
Total capital expenditure 25 968
-------------------------------------------------------- ----------- -------
Intangible expenditure
Health and Nutrition 128 92
Global Health and Other - 489
-------------------------------------------------------- ----------- -------
Total intangible expenditure 128 581
-------------------------------------------------------- ----------- -------
4 Discontinued operations
Following the withdrawal from COVID-19 products and the decision
taken in March 2022 to dispose of the CD4 business, the sale of
which was completed on 31 July 2022, the entire Global Health
division was classified as held for sale as part of a single
coordinated plan and has therefore been presented as a discontinued
operation.
The Alva manufacturing site was disposed of in March 2022 for
GBP985,000 resulting in a loss on disposal of GBP226,000 before
costs of GBP173,000. In addition, the remaining 14 years of the
Alva lease were assigned to the acquiror, and 93 employees were
transferred to Accubio Limited. The Group made a gain of GBP158,000
when disposing of the Alva right of use asset and associated lease
liability.
The remaining Global Health assets, including the CD4 assets,
were held for sale as at 31 March 2022 and an impairment loss of
GBP1,915,000 has been recognised on the remeasurement to fair
value, less costs to sell. The non-CD4 assets relate primarily to
COVID-19 plant and equipment no longer used in the business, the
liabilities relate to the hire purchase on these assets.
The sale of the CD4 business was completed effective 31 July
2022 at which time net assets, less cost of disposal were
GBP5,486,000. Net cash proceeds of GBP5,315,000 have been received
and the Company is entitled to a royalty of 4% of Accubio's test
revenues to 31 December 2026, capped at GBP1.0 million in
aggregate. In calculating the loss on disposal an estimated
GBP171,000 of future royalty income was assumed based on CD4 sales
for the year ended 31 March 2022.
2023 2022
GBP'000 GBP'000
----------------------------------------------------- ------- -------
Revenue 640 3,789
Cost of sales (184) (4,773)
----------------------------------------------------- ------- -------
Gross profit/(loss) 456 (984)
----------------------------------------------------- ------- -------
Administration costs (1,195) (4,832)
Selling and marketing costs (223) (640)
Other income 2 8
----------------------------------------------------- ------- -------
Operating loss before exceptional items (960) (6,448)
----------------------------------------------------- ------- -------
Exceptional items 150 (1,028)
----------------------------------------------------- ------- -------
Operating loss after exceptional items (810) (7,476)
----------------------------------------------------- ------- -------
Finance costs (2) (159)
Impairment loss recognised on the remeasurement
to fair value less costs to sell (176) (1,915)
----------------------------------------------------- ------- -------
Loss before taxation (988) (9,550)
----------------------------------------------------- ------- -------
Tax benefit/(expense):
Related to pre-tax loss from the ordinary activities
for the period 267 (738)
Related to measurement to fair value less costs
to sell 33 364
----------------------------------------------------- ------- -------
Loss for the year from discontinued activities (688) (9,924)
----------------------------------------------------- ------- -------
Adjusted loss before taxation
2023 2022
GBP'000 GBP'000
-------------------------------------------------------- ------- -------
Loss for the year from discontinued activities (688) (9,924)
Exceptional (income)/expense (150) 1,028
Impairment loss recognised on the remeasurement
to fair value less costs to sell 176 1,915
Amortisation of intangible assets - 6
Share-based payment charges - 66
-------------------------------------------------------- ------- -------
Adjusted loss for the year from discontinued activities (662) (6,909)
-------------------------------------------------------- ------- -------
Earnings per share
2023 2022
--------------------------------------------------------- ------ ------
Basic, loss for the year from discontinued operations (0.3)p (5.4)p
Diluted, loss for the year from discontinued operations (0.3)p (5.4)p
Adjusted, loss for the year from discontinued operations (0.3)p (3.8)p
--------------------------------------------------------- ------ ------
Cash flows
The net cash flows relating to the Global Health business are,
as follows:
2023 2022
GBP'000 GBP'000
-------------------------- ------- -------
Operating 200 (4,064)
Investing 5,335 (126)
Financing (129) (412)
-------------------------- ------- -------
Net cash inflow/(outflow) 5,406 (4,602)
-------------------------- ------- -------
The major classes of assets and liabilities of the Global Health
business as held for sale as at 31 March 2022 are, as follows:
Held for
sale
GBP'000
----------------------------------------------------------- --------
CD4 assets
Intangible assets 3,784
Property, plant and equipment 395
Right of use assets 9
Inventories 664
----------------------------------------------------------- --------
CD4 assets held for sale 4,852
----------------------------------------------------------- --------
Non-CD4 assets
Intangible assets -
Property, plant and equipment 143
----------------------------------------------------------- --------
Non-CD4 assets held for sale 143
----------------------------------------------------------- --------
Total assets held for sale 4,995
----------------------------------------------------------- --------
CD4 liabilities
Lease liabilities (10)
----------------------------------------------------------- --------
Non-CD4 liabilities
Borrowings (465)
----------------------------------------------------------- --------
Total liabilities directly associated with the assets held
for sale (475)
----------------------------------------------------------- --------
Net assets directly associated with the disposal group 4,520
----------------------------------------------------------- --------
The assets held for sale are stated net of the cost of
disposal.
Total liabilities directly associated with the assets held for
sale at 31 March 2023 were GBP355,000 (2022: GBP475,000).
Exceptional items summary
2023 2022
GBP'000 GBP'000
------------------------------------------------ ------- -------
Loss on disposal of the Alva site - (399)
Gain on disposal of Alva lease - 158
Impairment of Global Health inventory - (723)
Bad debt provision 150 (190)
Reduction in Omega Diagnostics GmbH settlement* - 126
------------------------------------------------ ------- -------
Total income/(expense) 150 (1,028)
------------------------------------------------ ------- -------
* Relates to the German business which was discontinued in the year ended 31 March 2019.
5 Earnings per share
Basic earnings per share are calculated by dividing the loss for
the year attributable to ordinary equity holders of the Group by
the weighted average number of ordinary shares outstanding during
the year.
Diluted earnings per share are calculated by dividing the loss
attributable to ordinary equity holders of the Group by the
weighted average number of ordinary shares outstanding during the
year plus the weighted average number of ordinary shares that would
be issued on the conversion of all the dilutive potential ordinary
shares into ordinary shares. Diluting events are excluded from the
calculation when the average market price of ordinary shares is
lower than the exercise price.
2023 2022
GBP'000 GBP'000
------------------------------------------------- ------- --------
Loss attributable to equity holders of the Group
Continuing operations (3,172) (1,409)
Discontinued operations (688) (9,924)
------------------------------------------------- ------- --------
Loss attributable to equity holders of the Group
for basic earnings (3,860) (11,333)
------------------------------------------------- ------- --------
2023 2022
Number Number
------------------------------------------ ----------- -----------
Basic average number of shares 231,263,884 182,638,427
Share options 575,000 4,359,653
------------------------------------------ ----------- -----------
Diluted weighted average number of shares 231,838,884 186,998,080
------------------------------------------ ----------- -----------
Basic and diluted EPS on loss for the year (1.7)p (6.2)p
-------------------------------------------- ------ ------
Basic and diluted EPS on loss for the year
from continuing operations (1.4)p (0.9)p
-------------------------------------------- ------ ------
Adjusted earnings per share on profit for the year
The Group presents adjusted earnings per share, which are
calculated by taking adjusted loss before taxation and adding the
tax credit or deducting the tax charge in order to allow
shareholders to understand better the elements of financial
performance in the year, so as to facilitate comparison with prior
periods and to better assess trends in financial performance.
2023 2022
GBP'000 GBP'000
------------------------------------------------- ------- --------
Loss attributable to equity holders of the Group (3,860) (11,333)
Exceptional items* 550 3,280
Amortisation of intangible assets 109 105
Share-based payment charges 78 282
------------------------------------------------- ------- --------
Adjusted loss attributable to equity holders of
the Group (3,123) (7,666)
------------------------------------------------- ------- --------
* Being the sum of continuing exceptional items, discontinuing
exceptional items and impairment loss recognised on the
remeasurement to fair value less costs to sell.
Adjusted loss for the year - continuing operations
The reported numbers are non-GAAP measures.
2023 2022
GBP'000 GBP'000
--------------------------------------------- ------- -------
Loss for the year from continuing operations (3,172) (1,409)
Exceptional items 524 337
Amortisation of intangible assets 109 99
Share-based payment charges 78 216
---------------------------------------------- ------- -------
Adjusted loss for the year from continuing
operations (2,461) (757)
---------------------------------------------- ------- -------
Adjusted EPS on loss for the year (1.4)p (4.2)p
--------------------------------------------------- ------ ------
Adjusted EPS on loss for the year from continuing
operations (1.1)p (0.4)p
--------------------------------------------------- ------ ------
Adjusted loss before taxation, which is a key measure of the
Group's trading performance used by the Directors, is derived by
taking statutory profit before taxation and adding back exceptional
items, amortisation of intangible assets (excluding development
costs) and share-based payment charges.
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END
FR SSEEDEEDSEEA
(END) Dow Jones Newswires
August 03, 2023 02:00 ET (06:00 GMT)
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