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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Ekf Diagnostics Holdings Plc | LSE:EKF | London | Ordinary Share | GB0031509804 | ORD 1P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.10 | 0.36% | 27.60 | 27.50 | 28.70 | 28.60 | 27.40 | 28.60 | 289,974 | 16:35:07 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Med, Dental, Hosp Eq-whsl | 52.61M | 2.35M | 0.0052 | 52.88 | 125.11M |
From Apr 2019 to Apr 2024
TIDMEKF
RNS Number : 3142A
EKF Diagnostics Holdings PLC
28 September 2015
EKF Diagnostics Holdings plc
("EKF", the "Company" or the "Group")
Half Yearly Report
EKF Diagnostics Holdings plc (AIM: EKF), the point-of-care, central laboratory, and molecular diagnostics business, announces its unaudited interim results for the six months ended 30 June 2015.
Financial Highlights
-- Revenue up marginally to GBP16.78m (H1 2014: GBP16.77m) -- Adjusted EBITDA* is GBP0.73m (H1 2014: GBP2.22m) -- Gross margin on Point-of-Care business up to 52% (H1 2014: 49%)
-- Cash at 30 June 2015 was GBP2.08m (31 Dec 2014: GBP8.35m), net debt of GBP5.18m (31 Dec 2014: net cash GBP2.10m) after deferred consideration payments of GBP1.43m
* Before exceptional items and share based payments
Operational Highlights
-- Strongest tender pipeline to date with a number to be decided in H2, including significant Middle East win
-- Underlying growth across most Point-of-Care product lines -- Year-on-year revenue growth from diabetes products expected to be substantial -- SensPoint analyser due for full launch in early 2016 -- Significant progress in sTNFR development -- PointMan expected to complete CE Marking process in H2 -- PKU on course to launch in Q1 2016
Commenting on outlook, David Evans, Executive Chairman of EKF, said:
"The Company expects to see the benefits of revenues from tender orders in H2, including those which were delayed from H1. We will look to update the market with details of our Middle East tender win once we are able to do so."
Enquiries:
Hot Features
Premium
www.ekfdiagnostics.com
EKF Diagnostics Holdings plc Tel: +44 (0) 29 2071 0570
David Evans, Executive Chairman Mob: +44 (0) 7740 084 452
Julian Baines, CEO Mob: +44 (0) 7788 420 859
Paul Foulger, Finance Director Mob: +44 (0) 7710 989 255
Panmure Gordon (UK) Limited Tel: 020 7886 2500
Robert Naylor (Corporate Finance)
Paul Fincham (Corporate Finance)
Maisie Atkinson (Corporate Broking)
Walbrook PR Limited Tel: +44 (0) 20 7933 8780 or ekf@walbrookpr.com
Paul McManus Mob: +44 (0) 7980 541 893
Lianne Cawthorne Mob: +44 (0) 7584 391 303
CHAIRMAN'S STATEMENT
Dear Fellow Shareholder,
In my statement in the Annual Report and Accounts for the year to 31 December 2014 I outlined our key goals for this year in some detail. This is our first opportunity to report against these goals and I am pleased to report good progress, although as expected immediate translation into improved business performance has been limited as the additional resources brought into the business need to be bedded in before we see positive results from them.
Strategic Review
On 2 April 2015 EKF announced that the Board of Directors had initiated a strategic review headed by a Committee of the Non-Executive Directors of EKF.
The Committee is conscious of the desire by a number of key shareholders that the value that has been created by the Board of EKF should be realised in part or in full, and have concluded that this should be the Directors' primary aim.
It was announced on 24 August 2015 that the Company has received a highly preliminary approach from Jinjing (Group) Co., Ltd ("Jinjing") regarding a possible offer for the entire issued and to be issued share capital of the Company, and two non-binding preliminary proposals (one of which has subsequently been withdrawn) from third parties of $110 million to $125 million, on a cash free debt free basis, for our Point-of-Care business, which excludes the Clinical Chemistry and Molecular Diagnostics businesses.
In the event that the interest shown does not lead to a realisation event in the short-term, then it is the Board's intention to firstly invite Mr Ron Zwanziger onto the Board as Chairman, at which point I would become Deputy Chairman, and then secondly to spin-off the Molecular Diagnostics business (including biomarkers) into a separate vehicle focussed on personalised medicine, a process which will be led by myself.
In the absence of a realisation event in the short-term the Directors believe that this route represents the best way forward as it will enable Shareholders to benefit from:
a) the Point-of-Care business (being both the Point-of-Care division and the Central Laboratory division), having a clear focus, with its earnings profile undiluted by the current investment (and related losses) associated with the Molecular Diagnostics division. The Directors believe that a number of growth opportunities, which the Company currently cannot realise, will become achievable with Mr Zwanziger as Chairman. This will ensure that EKF's growth trajectory can be accelerated.
b) the Molecular Diagnostics division (including biomarkers) having a singular focus not impacted by the other activities in the Group and which, with the necessary investment, will increase the value currently attributable to this business.
Strategy and operations
The core strategy of the business continues to be the development of a global IVD business in Point-of-Care and Molecular Diagnostics. To achieve expected growth, the Directors recognise that EKF needs to invest significantly in these new products and platforms, namely sTNFR, PrecisionPath, PointMan(TM) and a Phenylalanine monitoring system.
Tender wins
EKF relies heavily on tender wins for revenue generation, the timing of which can be very uncertain and outside of our control. In 2014, tender wins represented over 20% of our full year revenues, which was broadly split 40%/60% across H1 and H2 respectively. During H1 2015, tender wins only accounted for around GBP0.5m, mainly due to the delay of certain tenders into H2. EKF has developed the strongest tender pipeline it has ever had and a number of these tenders will be decided in H2. To that end we have secured a significant tender in the Middle East to deliver a number of our diabetes products in 2015 and 2016. Exact quantities are still to be confirmed.
Molecular business impact
The two core molecular platforms that EKF continues to concentrate its resources on are PrecisionPath and PointMan. At an adjusted EBITDA level, the Group has funded losses of GBP1m in the Molecular business in H1 2015 (H1 2014: GBP0.1m).
Point-of-Care
Our Point-of-Care business has four business units: Hemoglobin; Diabetes; Maternal and Women's Health; and Central Laboratory. The Point-of-Care business continues to perform well, with underlying growth being seen across most product lines. The integration of the Quotient products into our Barleben facility has been very successful and by the end of 2015 we expect that year-on-year revenue growth for our diabetes product range will be substantial. Particularly pleasing is the positive effect this has made at a gross margin level; whilst the overall gross margin (which incorporates the lower margin molecular business) is 45% for the first half of the year (H1 2014: 47%), the Point-of-Care business shows a gross margin of around 52% for H1 2015 (H1 2014: 49%); this is likely to improve slightly going forward as we continue to seek operational efficiencies throughout the Group.
The 2015 goals identified for this business and the progress since December are as follows:
Goal Progress
------------------------------------------------------------- ----------------------------------------------
Improved connectivity is being
* Further develop the hemoglobin business across the introduced in the first instance
whole spectrum of hemoglobin applications and markets for our HemoControl analyser range
using connected solutions to open new markets in (see below), followed by the DiaSpect
monitoring. range.
------------------------------------------------------------- ----------------------------------------------
EKF's SensPoint analyser is designed
* Use EKF's expertise to establish lactate measurement to measure lactate at or close
in peri-natal settings as a marker of maternal and to birth. Clinical studies are
neonatal well-being. under way as part of the CE marking
process.
------------------------------------------------------------- ----------------------------------------------
EKF's registrations team is concentrating
* Continue to build on EKF's experience in very in the first instance on progressing
accurate glucose measurement by introducing the registration for Biosen in China
Biosen instrument to new markets, particularly in before moving on to other primary
Asia and Latin America. target markets.
------------------------------------------------------------- ----------------------------------------------
We have very quickly developed
* Incorporate connectivity and data management in all a better connected version of our
our major revenue-generating product lines. Hemo Control product. Hardware
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September 28, 2015 02:01 ET (06:01 GMT)
design for the Quo systems and
for the DiaSpect Tm is also complete.
------------------------------------------------------------- ----------------------------------------------
Contracts have been signed for
* Development of the first ever POC phenylalanine the next stage of development,
monitoring system for patients with Phenylkenonuria being the validation and verification
(PKU). process of the consumable, and
work on this has commenced.
------------------------------------------------------------- ----------------------------------------------
An experienced team has been put together for each business unit through a mixture of external recruitment and internal transfer, each Business Unit Director being supported by global sales and product specialists who are supporting our existing regional sales teams.
Molecular
The Molecular business has two units, Diagnostics, which is product based and primarily PointMan, and Genomics, which is service based and includes PrecisionPath.
sTNFR
During the period we have made significant progress in establishing sTNFR as the most efficacious biomarker for predicting the progression of diabetic patients to end stage kidney disease. We have been genuinely excited by not only our own data generated in conjunction with our partner, the Joslin Diabetes Center, but also by the quality of the engagement with several top-tier pharmaceutical companies who are promoting and/or developing novel therapies in this area, such as SGLT-2 inhibitors. Our aim is to position sTNFR as a routine test for risk stratification and as a complementary diagnostic for new therapies. The establishment and acceptance of such a biomarker takes time as further data will need to be independently generated to support clinical utility and completion of pivotal trials for these new therapies. We believe that we will ultimately be capable of generating long term value by aligning ourselves with those therapeutic companies who see the commercial benefit that our diagnostic can bring to their revenue line. Our discussions to date provide us with significant confidence and the challenge remains in terms of the time factor both with our putative partners and consequently in setting expectations externally with our shareholder base and other stakeholders.
PrecisionPath
Whilst we have encountered issues with Selah, we have continued to invest in PrecisionPath, a Next-Generation Sequencing ("NGS") test for patients with metastatic cancer. We have announced a partnership with Greenville Health System ("GHS") and the launch of our PrecisionPath Colon cancer test at a cost of $975 and a turnaround time of less than seven days per reportable test. This has, in turn, led to discussions with private insurers to establish a reimbursement level. The relationship with GHS, and consequent verification of the patient benefit from a quick turnaround at a very competitive price per test has resulted in the reimbursement review progressing well; we expect to hear some positive news in this regard in the not too distant future.
PointMan
Following some technical issues earlier in the year, we are now finalising the verification and validation process for the PointMan amplification technology with the intention of completing the CE Marking process in H2. In addition the partnerships with ANGLE, Gilupi and MGH continue to progress. The exquisite sensitivity of the PointMan technology enables us to detect three copies of a mutant gene in a standard blood draw, which will lead to a reduction in repeat tissue biopsies for cancer patients globally.
PKU
We are on course to launch our Point-of-Care Phenylalanine ("Phe") monitoring system for Phenylketonuria (PKU) in Q1 2016. PKU is an inherited genetic condition which requires treatment and monitoring from birth with either a special diet or pharmaceutical drugs. EKF has developed a monitoring system which will enable patients to easily test their Phe levels which will lead to increased compliance, thereby helping them to manage their condition more effectively. We are in late stage discussions with a major food manufacturer with a view to licence the PKU system for use by patients alongside their dietary therapies. We believe this to be a more effective way of creating value than aligning ourselves with a pharmaceutical company as our diagnostic may result in less therapeutic intervention and we perceive that it is unlikely that any regulatory authority will make our test mandatory despite the patient benefits.
The estimated size of the global PKU market is in excess of EUR400 million, and we believe that monitoring alone would account for around EUR5m of this annually. Easy and accessible monitoring of the condition will enhance the management of PKU and is thus viewed as a real benefit to healthcare professionals, dieticians and patients alike.
The 2015 goals identified for this business and the progress since December are as follows:
Goals Progress
------------------------------------------------------------ ---------------------------------------------
The project has been progressing
* CE Marking for PointMan(TM) T790M assay satisfactorily, and completion
is anticipated in Q4 2015
------------------------------------------------------------ ---------------------------------------------
The preparatory work for submission
* Reimbursement for PrecisionPath has been completed and submission
made. Early indications have been
very promising and a final decision
is expected imminently
------------------------------------------------------------ ---------------------------------------------
Progress has been on target with
* Complete the development of PrecisionPath Discovery completion expected in H2
------------------------------------------------------------ ---------------------------------------------
The launch has been completed and
* Launching the initial tests for the Oncomine the first product sold
programme through Precision Path Discovery
------------------------------------------------------------ ---------------------------------------------
Preparatory work has been completed
* Launch the Ferrer Incode products into Private Payer and discussions on launch are at
and Corporate Wellness markets an advanced stage
------------------------------------------------------------ ---------------------------------------------
This activity must follow the completion
* Transfer the manufacture of PointMan(TM) into Selah of CE marking and is now scheduled
for 2016
------------------------------------------------------------ ---------------------------------------------
Planning for the project has been
* Achieve ISO 13485 in the Selah facility carried out with completion now
expected to be in 2016
------------------------------------------------------------ ---------------------------------------------
Partnership announced
* Progress the Colon cancer programme with Becton
Dickinson, DecisionQ and Greenville Health System
------------------------------------------------------------ ---------------------------------------------
By their nature these tend to progress
* Deliver more Pharma partnerships slowly. The Diagnostic and Genomic
teams are both working hard to
progress opportunities
------------------------------------------------------------ ---------------------------------------------
Management changes
In addition to the appointment of new Directors for each of the business units in the Point-of-Care business, EKF has brought in additional experienced management to handle our R & D project management, and our Quality and Regulatory functions.
Financial review
Revenue
Revenue for the period was GBP16.78m (H1 2014: GBP16.77m), a marginal increase. Excluding the effect of certain tender business in Mexico that occurred in 2014, but has not repeated in 2015, revenue has increased by 22.7%. Further adjusting for the effect of revenue achieved by DiaSpect Medical, Separation Technology Inc., and Selah Genomics in the period before their acquisition by EKF, organic revenue has increased by 10.4%.
Gross profit
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September 28, 2015 02:01 ET (06:01 GMT)
Gross profit is GBP7.55m (H1 2014: GBP7.91m). Gross profit as a percentage of revenue is 45% (H1 2014: 47%), largely as a result of the structurally lower margins on the Selah business; margins on the Point-of-Care business were 52%, a marked improvement on last year (H1 2014: 49%), mainly due to the Quo products having been transferred to the more efficient German facility.
Administrative expenses
Administrative expenses have decreased by 86%; the main cause of the decrease is an exceptional profit made on the write-back of the Selah deferred consideration. The Exceptional items also includes an exceptional bad debt provision in Selah of GBP0.9m which is associated with the previously reported DME reimbursement issues. Net underlying administrative costs have actually increased, predominantly as a result of the acquisitions in the later part of H1 2014, but also due to added investment in sales resources, the benefit of which should be seen in H2 2015 and beyond. In addition to the research and development costs included in Administrative expenses of GBP0.13m, a further GBP2.6m of development expenditure has been capitalised (H1 2014: GBP1.1m).
The charge for depreciation of fixed assets and for the amortisation of intangibles is GBP3.13m (H1 2014: GBP2.33m).
Operating profit and adjusted earnings before interest tax and depreciation
The Group has made an operating profit of GBP6.33m (H1 2014: loss of GBP1.87m) for the reasons outlined above. We consider a more meaningful measure of underlying performance to be adjusted EBITDA which for H1 2015 was GBP0.73m (H1 2014: GBP2.22m). This excludes the effects of share-based payments of GBP0.11m (H1 2014: GBP0.27m) and exceptional gains of GBP8.84m (H1 2014: exceptional loss of GBP1.49m).
Finance costs
Finance costs have increased to GBP1.24m (H1 2014: GBP0.60m). The increase is largely a result of the unwinding of discounts on deferred consideration.
Tax
There is a tax credit of GBP0.15m (H1 2014: charge of GBP0.16m). The credit is largely the result of the reduction of the deferred tax liabilities associated with intangible asset amortisation. The effect of the tax warranty claim has been fully defined following negotiations between the Group's German subsidiary, its tax advisers, and the German tax authorities, with no further adjustment being required, and the first payment of the tax assessed has been paid.
Balance sheet
Property, plant and equipment
We have invested GBP1.18m (H1 2014: GBP0.90m) in property plant and equipment. The major project is an additional building at the Barleben site in order to increase the capacity and efficiency of instrumentation assembly.
Intangible assets
The value of intangible fixed assets is GBP90.68m (31 December 2014: GBP93.52m). The reduction is mainly as a result of exchange rate movements. An amount of GBP2.6m has been capitalised, being largely development expenditure for major projects such as PKU, sTNFR, and PointMan.
Deferred consideration
The initial Selah purchase agreement was drafted to accommodate a reduction in deferred consideration payments if certain performance targets were not met; the lower than anticipated sales from Selah are now expected to result in the year two earn-out payment of $17.5m not being payable to the vendors of Selah Genomics. As a result, the remaining provision for deferred consideration relating to Selah has been written back and this benefit is reflected in the H1 figures.
The deferred consideration payable to the vendors of DiaSpect Medical was renegotiated down to GBP1.4m and this was paid in January 2015.
Cash and working capital
The unaudited cash position at 30 June 2015 was GBP2.1m (31 Dec 2014: GBP8.3m), and the net debt position was GBP5.0m (31 Dec 2014: net cash GBP2.1m). Cash flow has been impacted by slow payments from our Mexican distributors who have themselves suffered from slow payments by the Mexican government during their election process. The net debt position is expected to improve in the second half of the year following tender wins and with continuing payments being made by our Mexican debtors. As announced previously, a one off GBP1.4m cash payment was made in January 2015 as a settlement for the total deferred cash consideration due in relation to the acquisition of DiaSpect Medical AB. No further deferred cash consideration payments are expected to be paid by EKF in H2 2015.
Cash used in operations in H1 2015 is GBP2.09m (H1 2014: GBP3.32m). Trade debtors at period end remain high mainly as a result of sales to Mexico made during 2014. While certain amounts have been collected during the period, payment of some of these outstanding amounts has continued to be delayed because of slow payments to the relevant distributors by the Mexican Government.
Outlook
The immediate outlook is dominated by the process of evaluating the number of options in front of the Board:
-- An offer for the Point-of-Care business excluding Clinical Chemistry and the Molecular businesses;
-- An offer for the Company as a whole; and
-- Splitting the Point-of-Care and the Clinical Chemistry businesses from the Molecular business under the Chairmanship of Ron Zwanziger and myself respectively.
Without doubt the whole process that we have undertaken in recognising the broad wishes of Shareholders for change has impacted our business in terms of management focus, overall cohesiveness and additional costs.
We are currently undergoing a process of due diligence from external parties and once we are in a position to communicate with Shareholders we will do so as soon as possible.
In the meantime we have a number of key operational goals for the final quarter and beyond:
-- Growing the core underlying Point-of-Care business. The Company expects to see the benefits of revenues from tender orders in H2, including those which were delayed from H1. We will look to update the market with details of our Middle East tender win once we are able to do so. Mexico remains a key market for us and we are confident that if we can resolve the payment issues then we will secure substantially more business significantly beyond our 2014 revenues. A Kenyan tender for haemoglobin devices remains there to be executed but we need to secure satisfactory payment visibility.
-- Progressing sTNFR in a manner which will deliver further evidence of clinical utility, executing our strategy for regulatory submission and progressing further our discussions and collaborations with major pharmaceutical partners.
-- Promoting PrecisionPath and the relationship we have with GHS to demonstrate clinical utility and value. Our biggest single goal remains reimbursement and one in which we continue to strive to achieve and one we remain confident of achieving.
-- The delivery of a CE Marked PointMan product(s) and to secure key strategic partnerships beyond our existing relationships.
-- Deliver real value in the management of PKU with a partnership with a major food manufacturer.
I look forward to updating you on progress in the weeks and months ahead.
David Evans
Executive Chairman
CONSOLIDATED INCOME STATEMENT
FOR THE 6 MONTHS ENDED 30 JUNE 2015
Unaudited
Unaudited 6 months Audited
6 months ended Year ended
ended 30 30 June 31 December
June 2015 2014 2014
Notes GBP'000 GBP'000 GBP'000
Continuing operations
Revenue 3 16,781 16,766 40,062
Cost of sales (9,229) (8,854) (20,113)
--------------- -------------- -----------------
Gross profit 7,552 7,912 19,949
Administrative expenses (1,350) (9,952) (22,793)
Other income 129 168 371
--------------- -------------- -----------------
Operating profit/(loss) 6,331 (1,872) (2,473)
------------------------------------- ----------
Depreciation and amortisation (3,131) (2,326) (4,950)
Share based payments (109) (273) (512)
Exceptional items 4 8,843 (1,489) (3,268)
EBITDA before exceptional
items and share based payments 728 2,216 6,257
------------------------------------- ---------- --------------- -------------- -----------------
Finance income 1 4 18
Finance costs (1,242) (600) (1,573)
--------------- -------------- -----------------
Profit/(loss) before income
tax 5,090 (2,468) (4,028)
Income tax credit/(charge) 5 147 (159) (1,440)
--------------- -------------- -----------------
Profit/(loss) for the period 5,237 (2,627) (5,468)
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September 28, 2015 02:01 ET (06:01 GMT)
--------------- -------------- -----------------
Profit/(loss) attributable
to:
Owners of the parent 5,165 (2,718) (5,689)
Non-controlling interest 72 91 221
5,237 (2,627) (5,468)
--------------- -------------- -----------------
Profit/(loss) per ordinary
share attributable to the
owners of the parent during
the period 6
Pence Pence Pence
Basic
From continuing operations 1.22 (0.81) (1.50)
Diluted
From continuing operations 1.20 (0.81) (1.50)
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE 6 MONTHS ENDED 30 JUNE
2015
Unaudited Unaudited Audited
6 months 6 months Year ended
ended 30 ended 30 31 December
June 2015 June 2014 2014
GBP'000 GBP'000 GBP'000
Profit/(loss) for the period 5,237 (2,627) (5,468)
--------------- --------------- -----------------
Other comprehensive income:
Movement on pension scheme - - 48
Currency translation differences (2,908) (2,658) 546
--------------- --------------- -----------------
Other comprehensive income for
the period (2,908) (2,658) 594
Total comprehensive profit/(loss)
for the period 2,329 (5,285) (4,874)
--------------- --------------- -----------------
Attributable to:
Owners of the parent 2,238 (5,344) (4,890)
Non-controlling interests 91 59 16
--------------- --------------- -----------------
2,329 (5,285) (4,874)
--------------- --------------- -----------------
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE
2015
Unaudited Unaudited Audited as
as at 30 as at 30 at 31 December
June 2015 June 2014 2014
Notes GBP'000 GBP'000 GBP'000
Assets
Non-current
assets
Property, plant
and equipment 10,515 10,137 10,568
Intangibles 7 90,679 96,258 93,522
Investments 1,152 1,152 1,152
Deferred tax
assets 340 862 238
----------------------------- ------------------------------- ----------------------------------
Total
non-current
assets 102,686 108,409 105,480
----------------------------- ------------------------------- ----------------------------------
Current Assets
Inventories 7,444 6,414 5,793
Trade and other
receivables 13,412 9,915 16,115
Deferred tax
assets 45 44 45
Cash and cash
equivalents 2,083 11,122 8,346
Total current
assets 22,984 27,495 30,299
----------------------------- ------------------------------- ----------------------------------
Total assets 125,670 135,904 135,779
============================= =============================== ==================================
Equity
attributable to
owners
Ordinary shares 4,221 4,221 4,221
Share premium
account 91,276 91,276 91,276
Other reserve 41 41 41
Foreign currency
reserves (3,020) (3,240) 26
Retained
earnings (3,148) (5,968) (8,541)
----------------------------- ------------------------------- ----------------------------------
89,370 86,330 87,023
Non-controlling
interest 319 397 353
----------------------------- ------------------------------- ----------------------------------
Total equity 89,689 86,727 87,376
----------------------------- ------------------------------- ----------------------------------
Liabilities
Non-current
liabilities
Borrowings 2,483 2,235 2,492
Deferred
consideration 4,224 16,803 9,536
Deferred tax
liability 12,347 15,849 13,258
Retirement - 115 -
benefit
obligation
----------------------------- ------------------------------- ----------------------------------
Total
non-current
liabilities 19,054 35,002 25,286
----------------------------- ------------------------------- ----------------------------------
Current
liabilities
Trade and other
payables 6,868 6,057 7,943
Deferred
consideration 3,374 2,829 8,493
Current income
tax liabilities 1,423 1,535 2,171
Deferred tax
liabilities 478 66 756
Borrowings 4,784 3,688 3,754
----------------------------- ------------------------------- ----------------------------------
Total current
liabilities 16,927 14,175 23,117
----------------------------- ------------------------------- ----------------------------------
Total
liabilities 35,981 49,177 48,403
----------------------------- ------------------------------- ----------------------------------
Total equity and
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September 28, 2015 02:01 ET (06:01 GMT)
liabilities 125,670 135,904 135,779
============================= =============================== ==================================
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE 6 MONTHS ENDED 30 JUNE 2015
Unaudited Unaudited Audited
6 months 6 months Year to
ended 30 ended 30 31 December
June 2015 June 2014 2014
GBP'000 GBP'000 GBP'000
Cash flow from operating activities
Profit/(loss) before income tax 5,090 (2,468) (4,028)
Adjustments for
- Restructuring of UK operations - 680 -
- Warranty claim in relation to
EKF-diagnostic (56) - 281
- Depreciation 784 624 1,368
- Amortisation and impairment charges 2,347 1,702 4,811
- Release of deferred consideration (9,997) - (79)
- Exceptional debtor provision 897 - -
- Fair value adjustment 31 - (476)
- Loss/(profit) on disposal of assets 2 - (6)
- Share-based payments 109 273 512
- Net finance costs 1,210 596 2,031
Changes in working capital
- Inventories (1,797) 119 728
- Trade and other receivables 1,543 (1,424) (8,467)
- Trade and other payables (940) (2,028) 63
----------------------------- -------------- ----------------------------------
Cash used in operations (777) (1,926) (3,262)
Interest paid (183) (136) (241)
Income tax paid (1,130) (1,255) (1,241)
-----------------------------
Net cash used in by operating activities (2,090) (3,317) (4,744)
-------------- ----------------------------------
Cash flow from investing activities
Acquisition of investments - (902) (902)
Purchase of property, plant and
equipment (PPE) (1,181) (898) (1,038)
Purchase of intangibles (2,628) (702) (1,595)
Proceeds from sale of PPE 44 290 22
Acquisition of subsidiaries (net
of cash acquired) - (12,379) (12,379)
Interest received 1 4 18
----------------------------- -------------- ----------------------------------
Net cash used in investing activities (3,764) (14,587) (15,874)
----------------------------- -------------- ----------------------------------
Cash flow from financing activities
Proceeds from issuance of ordinary
shares - 25,007 25,007
New borrowings 1,829 1,895 3,764
Repayment of borrowings (730) - (1,855)
Dividends paid to non-controlling
interests (125) (170) (171)
Repayment of deferred consideration (1,425) (355) (355)
----------------------------- -------------- ----------------------------------
Net cash (used in)/generated by
financing activities (451) 26,377 26,390
----------------------------- -------------- ----------------------------------
Net (decrease)/increase in cash
and cash equivalents (6,305) 8,473 5,772
Cash and cash equivalents at beginning
of period 8,346 2,551 2,551
Exchange gains on cash and cash
equivalents 42 98 23
----------------------------- -------------- ----------------------------------
Cash and cash equivalents at end
of period 2,083 11,122 8,346
============================= ============== ==================================
STATEMENT OF CHANGES IN EQUITY
FOR THE 6 MONTHS ENDED 30 JUNE
2015
Share Share Other Foreign Retained Total Non-controlling Total
Capital Premium Reserve Currency earnings interest equity
Reserve
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
At 1 January
2014 2,727 41,783 41 (725) (3,412) 40,414 508 40,922
Comprehensive
income
(Loss)/profit
for
the period - - - - (2,718) (2,718) 91 (2,627)
Other
comprehensive
income
Currency
translation
differences - - - (2,515) (111) (2,626) (32) (2,658)
------------ --------------- ------------ --------------- -------------- ------------ -------------------- ------------
Total
comprehensive
income - - - (2,515) (2,829) (5,344) 59 (5,285)
------------ --------------- ------------ --------------- -------------- ------------ -------------------- ------------
Transactions
with
owners
Proceeds from
shares
issued 1,494 49,493 - - - 50,987 - 50,987
Dividends to
non-controlling
interest - - - - - - (170) (170)
Share based
payment - - - - 273 273 - 273
Total
contributions
by and
distributions
to owners 1,494 49,493 - - 273 51,260 (170) 51,090
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------------ --------------- ------------ --------------- -------------- ------------ -------------------- ------------
At 30 June 2014 4,221 91,276 41 (3,240) (5,968) 86,330 397 86,727
Comprehensive
income
(Loss)/profit
for
the period - - - - (2,971) (2,971) 130 (2,841)
Other
comprehensive
income
Actuarial gain
on
pension - - - - 48 48 - 48
Currency
translation
differences - - - 3,266 111 3,377 (173) 3,204
Total
comprehensive
income - - - 3,266 (2,812) 454 (43) 411
------------ --------------- ------------ --------------- -------------- ------------ -------------------- ------------
Transactions
with
owners
Dividends to
non-controlling
interest - - - - - - (1) (1)
Share based
payment - - - - 239 239 - 239
------------ --------------- ------------ --------------- -------------- ------------ -------------------- ------------
Total
contributions
by and
distributions
to owners - - - - 239 239 (1) 238
------------ --------------- ------------ --------------- -------------- ------------ -------------------- ------------
At 31 December
2014 4,221 91,276 41 26 (8,541) 87,023 353 87,376
Comprehensive
income
Profit for the
period - - - - 5,165 5,165 72 5,237
Other
comprehensive
income
Currency
translation
differences - - - (3,046) 119 (2,927) 19 (2,908)
------------ --------------- ------------ --------------- -------------- ------------ -------------------- ------------
Total
comprehensive
income - - - (3,046) 5,284 2,238 91 2,329
------------ --------------- ------------ --------------- -------------- ------------ -------------------- ------------
Transactions
with
owners
Dividends to
non-controlling
interest - - - - - - (125) (125)
Share based
payment - - - - 109 109 - 109
------------ --------------- ------------ --------------- -------------- ------------ -------------------- ------------
Total
contributions
by and
distributions
to owners - - - - 109 109 (125) (16)
------------ --------------- ------------ --------------- -------------- ------------ -------------------- ------------
At 30 June 2015 4,221 91,276 41 (3,020) (3,148) 89,370 319 89,689
============ =============== ============ =============== ============== ============ ==================== ============
NOTES FORMING PART OF THE INTERIM FINANCIAL STATEMENTS
1. General information and basis of presentation
EKF Diagnostics Holdings plc is a public limited company incorporated in the United Kingdom (Registration Number 04347937). The address of the registered office is Avon House, 19 Stanwell Road, Penarth, CF64 2EZ.
The Group's principal activity continues to be that of a business focused within the In-Vitro Diagnostics devices ("IVD") market place.
The financial information in these interim results is that of the holding company and all of its subsidiaries. It has been prepared in accordance with the recognition and measurement requirements of International Financial Reporting Standards as adopted for use in the EU (IFRSs). The accounting policies applied by the Group in this financial information are the same as those applied by the Group in its financial statements for the year ended 31 December 2014 and which will form the basis of the 2015 financial statements except for a number of new and amended standards which have become effective since the beginning of the previous financial year. These new and amended standards are not expected to materially affect the Group.
The financial information presented herein does not constitute full statutory accounts under Section 434 of the Companies Act 2006 and was not subject to a formal review by the auditors. The financial information in respect of the year ended 31 December 2014 has been extracted from the statutory accounts which have been delivered to the Registrar of Companies. The Group's Independent Auditor's report on those accounts was unqualified, did not include references to any matters to which the auditor drew attention by way of emphasis without qualifying their report and did not contain a statement under section 498(2) or 498(3) of the Companies Act 2006. The financial information for the half years ended 30 June 2015 and 30 June 2014 is unaudited and the twelve months to 31 December 2014 is audited.
These interim accounts have not been prepared in accordance with IAS 34.
2. Significant accounting policies
Intangible Assets
(a) Goodwill
Goodwill represents the excess of the cost of an acquisition over the fair value of the Group's share of the net identifiable assets of the acquired subsidiary at the date of the acquisition. Goodwill on acquisitions of subsidiaries is included in 'intangible assets'. Goodwill has an infinite useful life and is tested annually for impairment and carried at cost less accumulated impairment losses. Impairment losses on goodwill are not reversed. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.
Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made to those cash-generating units or groups of cash-generating units that are expected to benefit from the business combination in which the goodwill arose, identified according to operating segment.
(b) Trademarks, trade names and licences
Separately acquired trademarks and licences are shown at historical cost. Trademarks and licences acquired in a business combination are recognised at fair value at the acquisition date. Trademarks and licences have a finite useful life and are carried at cost less accumulated amortisation. Amortisation is calculated using the straight-line method to allocate the cost of trademarks and licences over their estimated useful lives of between 8 and 12 years and is charged to administrative expenses in the income statement.
(c) Customer relationships
Contractual customer relationships acquired in a business combination are recognised at fair value at the acquisition date. The contractual customer relationships have a finite useful life and are carried at cost less accumulated amortisation. Amortisation is calculated using the straight-line method over the expected life of the customer relationship of between 6 and 15 years and is charged to administrative expenses in the income statement.
(d) Trade secrets
Trade secrets, including technical know-how, operating procedures, methods and processes, acquired in a business combination are recognised at fair value at the acquisition date. Trade secrets have a finite useful life and are carried at cost less accumulated amortisation. Amortisation is calculated using the straight-line method to allocate the cost of trade secrets over their estimated useful lives of between 6 and 15 years and is charged to administrative expenses in the income statement.
(e) Development costs
Development costs acquired in a business combination are recognised at fair value at the acquisition date. Development costs have a finite useful life and are carried at cost less accumulated amortisation. Amortisation is calculated using the straight-line method over their estimated useful lives of 15 years and is charged to administrative expenses in the income statement.
Expenditure incurred on the development of new or substantially improved products or processes is capitalised, provided that the related project satisfies the criteria for capitalisation, including the project's technical feasibility and likely commercial benefit. All other research and development costs are expensed as incurred.
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Development costs are amortised over the estimated useful life of the products with which they are associated. Amortisation commences when a new product is in commercial production. The amortisation is charged to administrative expenses in the income statement. The estimated remaining useful lives of development costs are reviewed at least on an annual basis.
The carrying value of capitalised development costs is reviewed for potential impairment at least annually and if a product becomes unviable and an impairment is identified the deferred development costs are immediately charged to the income statement.
(f) Non-compete agreements
Non-compete agreements arising from a business combination are recognised at fair value at the acquisition date. Non-compete agreements have a finite life and are carried at cost less accumulated amortisation. Amortisation is calculated using the straight-line method to allocate the cost of non-compete agreements over their estimated useful lives of three years and is charged to administrative expenses in the income statement.
Inventories
Inventories and work in progress are stated at the lower of cost and net realisable value. Cost is calculated on a first in and first out basis and includes raw materials, direct labour, other direct costs and attributable production overheads, where appropriate. Net realisable value represents the estimated selling price less all estimated costs of completion and applicable selling costs. Where necessary, provision is made for slow-moving and obsolete inventory. Inventory on consignment and their related obligations are recognised in current assets and payables respectively.
Provisions
Provisions for legal claims are recognised when the Group has a present legal or constructive obligation as a result of a past event and it is probable that an outflow of resources will be required to settle the obligation and the amount can be reliably measured.
Employee benefits
Share-based compensation
The Group operates a number of equity-settled, share-based compensation plans, under which the Group receives services from employees as consideration for equity instruments of the Group. Equity-settled share-based payments are measured at fair value at the date of grant and are expensed over the vesting period based on the number of instruments that are expected to vest. For plans where vesting conditions are based on share price targets, the fair value at the date of grant reflects these conditions. Where applicable the Group recognises the impact of revisions to original estimates in the income statement, with a corresponding adjustment to equity for equity-settled schemes. Fair values are measured using appropriate valuation models, taking into account the terms and conditions of the awards.
When the share-based payment awards are exercised, the Company issues new shares. The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium.
National insurance on share options
To the extent that the share price at the balance sheet date is greater than the exercise price on options granted under unapproved share-based payment compensation schemes, provision for any National Insurance Contributions has been based on the prevailing rate of National Insurance. The provision is accrued over the performance period attaching to the award.
Revenue recognition
(a) Sale of goods
Revenue for the sale of medical diagnostic instruments and reagents is measured at the fair value of the consideration received or receivable and represents the invoiced value for the sale of the goods and services net of sales taxes, rebates and discounts. Revenue from the sale of goods is recognised when a Group Company has delivered products to the customer, the customer has accepted delivery of the products and collectability of the related receivables is reasonably assured.
(b)Sale of services
Revenue for the sale of molecular diagnostic testing services is recognised when the test has been completed and the results returned to the patient. Billing is carried out by the Group directly or through third party billing agencies. Sales commissions to third parties are recognised at the same time as revenue is recognised and accrued until due for payment.
(c) Interest income
Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount.
(d) Royalty and licence income
Royalty and licence income is recognised on an accruals basis in accordance with the substance of the relevant agreements.
Exceptional items
These are items of an unusual or non-recurring nature incurred by the Group and include one off items relating to business combinations including adjustments to deferred consideration, restructuring costs, and exceptional bad debt provisions.
3. Segmental reporting
Management has determined the Group's operating segments based on the monthly management reports presented to the Chief Operating Decision Maker ('CODM'). The CODM is the Executive Directors and the monthly management reports are used by the Group to make strategic decisions and allocate resources.
The principal activity of the Group is the design, development, manufacture and selling of diagnostic instruments, reagents and certain ancillary products and the provision of molecular diagnostic products and services. This activity takes place across various countries, US, Germany, Poland, Russia, United Kingdom and Ireland, and as such the Board considers the business primarily from a geographic perspective. Although not all the segments meet the quantitative thresholds required by IFRS 8, management has concluded that given the recent acquisitions, all segments should be maintained and reported, given potential future growth of the segments.
The reportable segments derive their revenue primarily from the manufacture and sale of medical diagnostic equipment. Other services include the servicing and distribution of other Company products under separate distribution agreements and the supply of molecular tests.
Currently the key operating performance measures used by the CODM are Revenue and adjusted EBITDA.
The CODM now receives revenue data by business segment. Adjusted EBITDA, assets, liabilities and cash flows are not provided.
The segment information provided to the Board for the reportable geographic segments is as follows:
Period ended 30 June 2015 unaudited
Germany UK USA Ireland Poland Russia Other Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------- ------------ ------------- ------------- ------------ ------------ ------------ ------------- -------------
Income
statement
Revenue 7,245 5 9,979 51 491 1,008 1,073 19,852
Inter segment (2,844) (2) (8) - (11) - (206) (3,071)
External
revenue 4,401 3 9,971 51 480 1,008 867 16,781
------------------- ------------ ------------- ------------- ------------ ------------ ------------ ------------- -------------
Adjusted
EBITDA 1,557 (878) 417 (250) 227 234 (579) 728
Share based
payment - - - - - - (109) (109)
Exceptional
items (18) - (897) (105) - - 9,863 8,843
------------------- ------------ ------------- ------------- ------------ ------------ ------------ ------------- -------------
EBITDA 1,539 (878) (480) (355) 227 234 9,175 9,462
Depreciation (264) (38) (294) (1) (16) (10) (161) (784)
Amortisation (503) (321) (1,110) (14) (49) (13) (337) (2,347)
------------------- ------------ ------------- ------------- ------------ ------------ ------------ ------------- -------------
Operating
profit/(loss) 772 (1,237) (1,884) (370) 162 211 8,677 6,331
Net finance
costs (49) (423) (78) - - - (691) (1,241)
Income tax (269) 46 216 1 (15) (43) 211 147
------------------- ------------ ------------- ------------- ------------ ------------ ------------ ------------- -------------
Profit/(loss)
for the
period 454 (1,614) (1,746) (369) 147 168 8,197 5,237
------------------- ------------ ------------- ------------- ------------ ------------ ------------ ------------- -------------
Segment assets
Operating
assets 25,149 20,218 90,577 1,908 878 594 19,522 158,846
Inter segment
assets (2,416) (4,701) - - - - (28,142) (35,259)
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------------------- ------------ ------------- ------------- ------------ ------------ ------------ ------------- -------------
External
operating
assets 22,733 15,517 90,577 1,908 878 594 (8,620) 123,587
Cash and cash
equivalents 433 66 505 6 101 495 477 2,083
------------------- ------------ ------------- ------------- ------------ ------------ ------------ ------------- -------------
Total assets 23,166 15,583 91,082 1,914 979 1,089 (8,143) 125,670
------------------- ------------ ------------- ------------- ------------ ------------ ------------ ------------- -------------
Segment
liabilities
Operating
liabilities 11,897 11,874 27,054 4,163 (105) 125 15,069 70,077
Inter segment
liabilities (9,395) (7,246) (21,052) (3,809) 139 - - (41,363)
------------------- ------------ ------------- ------------- ------------ ------------ ------------ ------------- -------------
External
operating
liabilities 2,502 4,628 6,002 354 34 125 15,069 28,714
Borrowings 559 178 2,066 - - - 4,464 7,267
------------------- ------------ ------------- ------------- ------------ ------------ ------------ ------------- -------------
Total
liabilities 3,061 4,806 8,068 354 34 125 19,533 35,981
------------------- ------------ ------------- ------------- ------------ ------------ ------------ ------------- -------------
Other
segmental
information
Non-current
assets - PPE 3,941 115 4,546 9 140 70 1,694 10,515
Non-current
assets -
Intangibles 11,492 11,039 54,038 1,276 392 169 12,273 90,679
Year ended December 2014 audited
Germany UK USA Ireland Poland Russia Other Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------- ------------------ ------------- -------------- ------------- -------------- ------------------ ---------------- --------------
Income
statement
Revenue 15,520 2,539 24,499 373 1,770 3,162 1,738 49,601
Inter segment (7,297) (1,848) (29) - (22) - (343) (9,539)
------------------- ------------------ ------------- -------------- ------------- -------------- ------------------ ---------------- --------------
External
revenue 8,223 691 24,470 373 1,748 3,162 1,395 40,062
------------------- ------------------ ------------- -------------- ------------- -------------- ------------------ ---------------- --------------
Adjusted
EBITDA* 4,460 4,746 4,579 (42) 1,079 717 (9,282) 6,257
Exceptional
items (481) (663) - (170) - - (792) (2,106)
Share based
payment - - - - - - (512) (512)
------------------- ------------------ ------------- -------------- ------------- -------------- ------------------ ---------------- --------------
EBITDA 3,979 4,083 4,579 (212) 1,079 717 (10,586) 3,639
Depreciation (609) (117) (458) (11) (35) (23) (115) (1,368)
Exceptional
impairment - - - (1,162) - - - (1,162)
Amortisation (603) (624) (1,465) (229) (108) (24) (529) (3,582)
------------------- ------------------ ------------- -------------- ------------- -------------- ------------------ ---------------- --------------
Operating
profit/(loss) 2,767 3,342 2,656 (1,614) 936 670 (11,230) (2,473)
Net finance
costs (21) (694) (231) - 5 - (614) (1,555)
Income tax (58) (714) (687) 141 (189) (131) 198 (1,440)
------------------- ------------------ ------------- -------------- ------------- -------------- ------------------ ---------------- --------------
Profit/(loss)
for the year 2,688 1,934 1,738 (1,473) 752 539 (11,646) (5,468)
------------------- ------------------ ------------- -------------- ------------- -------------- ------------------ ---------------- --------------
Segment assets
Operating
assets 26,655 21,147 92,578 1,667 956 623 20,086 163,712
Inter-segment
assets (1,703) (5,469) - - - - (29,107) (36,279)
------------------- ------------------ ------------- -------------- ------------- -------------- ------------------ ---------------- --------------
External
operating
assets 24,952 15,678 92,578 1,667 956 623 (9,021) 127,433
Cash and cash
equivalents 1,586 378 240 86 1,037 553 4,466 8,346
------------------- ------------------ ------------- -------------- ------------- -------------- ------------------ ---------------- --------------
Total assets 26,538 16,056 92,818 1,753 1,993 1,176 (4,555) 135,779
------------------- ------------------ ------------- -------------- ------------- -------------- ------------------ ---------------- --------------
Segment
liabilities
Operating
liabilities 15,164 11,093 24,845 655 157 119 26,887 78,920
Inter-segment
liabilities (10,665) (7,165) (18,985) - 52 - - (36,763)
------------------- ------------------ ------------- -------------- ------------- -------------- ------------------ ---------------- --------------
External
operating
liabilities 4,499 3,928 5,860 655 209 119 26,887 42,157
Borrowings 441 174 2,591 - - - 3,040 6,246
------------------- ------------------ ------------- -------------- ------------- -------------- ------------------ ---------------- --------------
Total
liabilities 4,940 4,102 8,451 655 209 119 29,927 48,403
------------------- ------------------ ------------- -------------- ------------- -------------- ------------------ ---------------- --------------
Other
segmental
information
Non-current
assets - PPE 3,685 135 4,753 14 167 59 1,755 10,568
Non-current
assets -
Intangibles 13,130 11,141 55,502 759 478 173 12,339 93,522
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Period ended 30 June 2014 unaudited
Germany UK USA Ireland Poland Russia Other Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------- ------------ ------------ ------------- ------------ ------------ ------------ ------------- -------------
Income
statement
Revenue 6,541 2,538 9,813 189 712 1,493 (4,520) 16,766
Inter segment (2,662) (1,847) (7) - (4) - 4,520 -
External
revenue 3,879 691 9,806 189 708 1,493 - 16,766
------------------- ------------ ------------ ------------- ------------ ------------ ------------ ------------- -------------
Adjusted
EBITDA 1,793 133 1,775 (385) 338 315 (1,753) 2,216
Share based
payment - - - - - - (273) (273)
Exceptional
items (81) (677) - - - - (731) (1,489)
------------------- ------------ ------------ ------------- ------------ ------------ ------------ ------------- -------------
EBITDA 1,712 (544) 1,775 (385) 338 315 (2,757) 454
Depreciation (313) (68) (172) (9) (18) (11) (33) (624)
Amortisation (508) (288) (721) (109) (57) (19) - (1,702)
------------------- ------------ ------------ ------------- ------------ ------------ ------------ ------------- -------------
Operating
profit/(loss) 891 (900) 882 (503) 263 285 (2,790) (1,872)
Net finance
costs (26) (288) (134) - - - (148) (596)
Income tax (59) 183 272 118 (34) (49) (590) (159)
------------------- ------------ ------------ ------------- ------------ ------------ ------------ ------------- -------------
Profit/(loss)
for the
period 806 (1,005) 1,020 (385) 229 236 (3,528) (2,627)
------------------- ------------ ------------ ------------- ------------ ------------ ------------ ------------- -------------
Segment assets
Operating
assets 22,932 18,645 39,667 2,331 1,055 1,014 67,975 153,619
Inter segment
assets (559) (2,049) - - - - (26,229) (28,837)
------------------- ------------ ------------ ------------- ------------ ------------ ------------ ------------- -------------
External
operating
assets 22,373 16,596 39,667 2,331 1,055 1,014 41,746 124,782
Cash and cash
equivalents 687 105 1,895 78 407 455 7,495 11,122
------------------- ------------ ------------ ------------- ------------ ------------ ------------ ------------- -------------
Total assets 23,060 16,701 41,562 2,409 1,462 1,469 49,241 135,904
------------------- ------------ ------------ ------------- ------------ ------------ ------------ ------------- -------------
Segment
liabilities
Operating
liabilities 9,325 11,298 19,964 461 62 185 30,535 71,830
Inter segment
liabilities (5,556) (7,217) (15,858) - 55 - - (28,576)
------------------- ------------ ------------ ------------- ------------ ------------ ------------ ------------- -------------
External
operating
liabilities 3,769 4,081 4,106 461 117 185 30,535 43,254
Borrowings 650 - 2,140 - - - 3,133 5,923
------------------- ------------ ------------ ------------- ------------ ------------ ------------ ------------- -------------
Total
liabilities 4,419 4,081 6,246 461 117 185 33,668 49,177
------------------- ------------ ------------ ------------- ------------ ------------ ------------ ------------- -------------
Other
segmental
information
Non current
assets - PPE 4,048 158 4,261 14 179 88 1,389 10,137
Non current
assets -
Intangibles 8,860 11,079 11,041 1,702 560 291 62,725 96,258
*- Adjusted EBITDA excludes exceptional items and share based payments
'Other' primarily relates to the holding company and head office costs, and to the operations of DiaSpect which is headquartered in Sweden.
Disclosure of Group revenues by segment
Unaudited Unaudited Unaudited
6 months 6 months Year ended
ended 30 ended 30 31 December
June 2015 June 2014 2014
GBP000 GBP000 GBP000
Point-of-Care 10,002 11,863 27,523
Central Laboratory 4,856 3,647 9,561
Molecular 1,923 1,256 2,978
16,781 16,766 40,062
=============== =============== =================
Disclosure of Group revenues by geographic location
Unaudited Unaudited Audited
6 months 6 months Year ended
ended 30 ended 30 31 December
June 2015 June 2014 2014
GBP000 GBP000 GBP000
Americas
United States of America 7,397 5,403 12,711
Mexico 400 2,603 7,560
Rest of Americas 1,151 828 2,440
Europe, Middles East and Africa
(EMEA)
Germany 2,357 2,294 4,848
United Kingdom 113 140 287
Rest of Europe 1,394 1,518 2,791
Russia 1,014 1,504 3,174
Middle East 295 362 687
Africa 543 662 1,315
Rest of World
China 900 615 2,304
Rest of Asia 1,176 814 1,892
New Zealand/Australia 41 23 53
--------------- --------------- -----------------
16,781 16,766 40,062
=============== =============== =================
4. Exceptional items
Included within administration expenses and cost of sales are exceptional items as shown below:
Unaudited Unaudited Audited
6 months 6 months year
ended ended ended
30 June 30 June 31 December
2015 2014 2014
Note GBP000 GBP000 GBP000
Exceptional items includes:
- Transaction costs relating
to business combinations a (191) (809) (809)
- Business reorganisation
costs b (122) (759) (1,095)
- Warranty claim c 56 - (281)
- Exceptional bad debt d (897) - -
provision
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- Impairment charges e - - (1,162)
- Release of deferred
consideration provisions f 9,997 79 79
Exceptional items - continuing 8,843 (1,489) (3,268)
-------------- -------------- -----------------
(a) Run-on costs in 2015 relating to acquisitions in previous years
(b) Costs associated with the transfer of production of Quo-Test and Quo-Lab from the UK to Germany and with the closure of the Group's Dublin facility
(c) Warranty claim in relation to the acquisition of EKF-diagnostic GmbH
(d) Bad debt provisions associated with DME panel reimbursement in Selah Genomics
(e) Impairment of goodwill associated with EKF Diagnostics Limited, Ireland.
(f) Release of deferred consideration provision associated with Selah Genomics
5. Income tax (credit)/charge
Unaudited Unaudited Audited
6 months 6 months Year ended
ended 30 ended 30 31 December
June 2015 June 2014 2014
GBP000 GBP000 GBP000
Current tax
Current tax on profit/loss
for the period 383 651 1,677
Adjustments for prior periods - (194) (263)
--------------- --------------- -----------------
Total current tax 383 457 1,414
--------------- --------------- -----------------
Deferred tax
Origination and reversal of
temporary differences (530) (308) 26
Adjustment arising in previous - 10 -
period
(530) (298) 26
--------------- --------------- -----------------
Income tax charge (147) 159 1,440
=============== =============== =================
6. Profit/(loss) per share
Basic Profit/(loss)per share is calculated by dividing the loss attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the period.
Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. The Company has two categories of dilutive potential ordinary share: equity based long term incentive plans, and share options, as well as deferred consideration payable in shares.
Unaudited Unaudited Audited
year ended
31 December
2014
6 months 6 months
ended 30 ended
June 2015 30 June
2014
GBP'000 GBP'000 GBP'000
Profit/(loss) attributable
to owners of the parent 5,165 (2,718) (5,689)
Weighted average number of
ordinary shares in issue 422,057,074 336,507,224 379,633,724
Effect of dilutive potential
ordinary shares 9,869,346 15,558,727 13,877,832
-----------------
Weighted average number of
ordinary shares - diluted 431,926,420 352,065,951 393,511,556
---------------- -----------------
Pence Pence Pence
Basic
Profit/(loss) per share 1.22 (0.81) (1.50)
---------------- ---------------- -----------------
Pence Pence Pence
Diluted
Profit/(loss) per share 1.20 (0.81) (1.50)
---------------- ---------------- -----------------
The potential shares are not dilutive in 2014 as the Group has made a loss per share.
7. Intangible Fixed Assets
Group
Trademarks
trade
names & Customer Trade Develop-ment
Goodwill licences Non-compete relationships secrets costs Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------- ---------------- ---------------- ------------------ ------------- ------------------ -------------
Cost
At 1 January
2014 14,641 1,596 70 8,479 13,652 2,976 41,414
Additions 29,822 2,330 - 20,456 11,932 1,059 65,559
Exchange
differences (1,110) (111) - (793) (572) (30) (2,616)
At 30 June
2014 43,353 3,815 70 28,142 25,012 4,005 104,397
Additions 1,077 5 - - 5,053 838 6,973
Reassessment - - - (10,784) - - (10,784)
Exchange
differences 1,990 187 - 1,160 832 (14) 4,155
At 31
December
2014 46,420 4,007 70 18,518 30,897 4,829 104,741
Additions - 28 - - - 2,600 2,628
Exchange
differences (1,382) (131) - (523) (1,445) (230) (3,711)
------------- ---------------- ---------------- ------------------ ------------- ------------------ -------------
At 30 June
2015 45,038 3,904 70 17,995 29,452 7,199 103,658
------------- ---------------- ---------------- ------------------ ------------- ------------------ -------------
Amortisation
At 1 January
2014 750 412 18 2,094 3,120 295 6,689
Exchange
differences (29) 10 - (73) (155) (5) (252)
Charge for
the period - 96 12 690 795 109 1,702
------------- ---------------- ---------------- ------------------ ------------- ------------------ -------------
At 30 June
2014 721 518 30 2,711 3,760 399 8,139
Exchange
differences (21) (15) - 55 19 - 38
Impairment
charge 254 - - - 287 621 1,162
Charge for
the period - 199 11 578 911 181 1,880
At 31
December
2014 954 702 41 3,344 4,977 1,201 11,219
Exchange
differences (85) (29) - (94) (305) (74) (587)
Charge for
the period - 192 12 756 1,255 132 2,347
------------- ---------------- ---------------- ------------------ ------------- ------------------ -------------
At 30 June
2015 869 865 53 4,006 5,927 1,259 12,979
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