Share Name Share Symbol Market Type Share ISIN Share Description
Medical Solutions LSE:MLS London Ordinary Share GB0009739649 ORD 2P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  +0.00p +0.00% 7.72p 0.00p 0.00p - - - 0.00 05:00:10
Industry Sector Turnover (m) Profit (m) EPS - Basic PE Ratio Market Cap (m)
Health Care Equipment & Services - - - - 15.46

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Date Time Title Posts
04/5/201611:32Medical Solutions - Now proving a strong recovery play?2,474.00
02/9/200714:33Medical Soultions ( A different class!)65.00
31/8/200710:26MLS discussion thread4,562.00
24/5/200718:11a good recovery bet?-
12/6/200608:34Charts for Medical Solutions63.00

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DateSubject
20/2/2008
08:39
scribble99999: The mood is far more positive for this company but lets not forget that it will take more than a few announcements to move this shareprice anywhere, given the history of losses. Investors need to see that this company has turned a corner and is capable of making profits and paying dividends before we see new investors buying in and moving the share price. Remember that 130k shares is only £10k worth and that shows that we are in the very early stages of the turnaround (hopefully) and we have a way to go yet.
12/1/2008
19:21
victorskulicz: HI EVERYONE ONE!! I AM A HOLDER OF THIS STOCK BUT IT ACTUALLY LOOKS LIKE ITS GOING BELLY UPBASED ON THE SHARE PRICE. ANYONE HAVE ANY NEWS ON THIS OR VIEWS? I KNOW ABOUT THE CASH, BUT THAT CAN QUICKLY DISSOLVE IF SOME BUSINESS UNITS ARE SOLD OFF FOR A LOSS AND A HIT TAKEN, THAT IS JUST AN EXAMPLE!!
28/11/2007
10:40
dvsfm: Due to the size of sales its PI's selling and if someone wants to buy them the share price doesn't need to move. The mm's are keeping the price there to attract sellers. If they did drop it I would definately be buying again after the activity of the last few weeks
31/7/2007
14:36
scribble99999: As for the share price failing, if you look at todays trades at the moment there are only 4. This is an illiquid share with few transactions so it will be volatile. Best option is to stop watching the price until the half year results are released in August and hopefully some good news might help.
14/3/2006
07:31
bartdude: Medical Solutions plc Preliminary annual results for the year ended 31 December 2005 Medical Solutions plc (LSE: MLS) announces its preliminary annual results for the year ended 31 December 2005 prepared under International Financial Reporting Standards ("IFRS"). Financial Highlights •Revenue from continuing operations up 77% to £10.7 million (2004: £6.0 million) •Gross profit improved to £4.1 million (2004: £1.3 million); gross profit margin up to 39% (2004: 22%) •Operating expenses (excluding restructuring costs) reduced to £5.9 million (2004: £10.2 million) •Operating loss from continuing operations (excluding restructuring costs of £0.3 million) of £1.3 million (2004: loss of £8.3 million) •Loss for the year of £1.8 million (2004: £9.4 million) •Net cash of £2.3 million (30 June 2005: £2.7 million; 31 December 2004: £0.7 million overdraft) Operational Highlights •Awarded eight Liquid Based Cytology ("LBC") agreements worth £15.7 million over five years; England & Wales LBC target market share raised from 35% to over 40% •LBC UK Distribution Agreement with Tripath Imaging, Inc. renewed until 31 December 2008 •Acquisitions of Dubai Medical Laboratory ("DML") and Specialised Clinical Laboratory ("SCL") formally completed, both earnings enhancing during the year •Certain intellectual property rights sold to Hamamatsu Photonics KK for initial consideration of £450,000 •Further steps taken to reduce costs including consolidation of UK diagnostic pathology in Nottingham, closure of Harley Street facility and significant reduction in UK headcount Post year-end events •Agreement reached with Welcare Parties to settle outstanding deferred consideration of £2.5 million relating to the acquisition of the Welcare Laboratory in 2003, in exchange for a 16.7% stake in Group's Dubai business, Medical Solutions FZ LLC. Welcare Hospital to repay £0.9 million owed to Medical Solutions plc (see separate press release) •First step in planned, phased exit from the Group's operations in Dubai Charles Green, Chief Executive Officer, said: "We have made excellent progress during 2005 towards our target of becoming a profitable, cash generative business. This is evidenced by the further narrowing in losses during the second half of the year when compared with the first half of 2005 and the ongoing reduction in our cash burn during the year. In parallel, we have been negotiating a settlement of the outstanding deferred consideration connected with the acquisition of our Welcare Laboratory and exploring opportunities to realise value from our operations in Dubai. During 2006, we aim to achieve a structured exit from our operations in Dubai in order to focus on the growth of our UK business." Chairman's Statement Introduction The Board of Medical Solutions remains committed to becoming a profitable, cash generative business. From such a platform, the Board has the ambition of becoming a significant player in the UK and international diagnostic pathology and cytology markets. During 2005, our main focus has been on achieving the first of these objectives and I am pleased to report that substantial progress has been made over the last twelve months. Business overview The Group overall and each of the core parts within our business has made significant progress during the year and these achievements are set out in detail later in this document. Board and management At the time of our Interim Report in September, we announced that Mr Charles Green, Chief Executive Officer, intended to concentrate his efforts on the Group's Dubai business with a view to maximising shareholder value. The Board believes that this will continue for the foreseeable future and, in the interim, Dr Neil Johnston has assumed Mr Green's responsibilities in the UK, as well as continuing to act as Chief Financial Officer for the Group. Financial reporting For the first time, our annual results have been prepared in accordance with the requirements of International Financial Reporting Standards ("IFRS"). During the year PricewaterhouseCoopers LLP have been appointed auditors to the Company. In our 2005 annual report and accounts, we intend to include an Operating and Financial Review ("OFR"). This new reporting format provides our shareholders with a substantial amount of additional information about the business and operations of the Group and our strategy for the future. For the first time, we will identify certain Key Performance Indicators, which represent the principal measures used by the Board to report the development, performance and position of the business. We will also identify the key risks faced by individual parts of the business and by the Group overall together with information as to how these risks are being managed. Corporate Governance During the year, we have reviewed and tightened up our corporate governance policies and practices in many areas. The details of progress in this area will be set out fully within the 2005 Annual Report and Accounts to be sent to shareholders in the near future. However, it is pleasing to note that all of the exceptions that were noted within the 2004 Annual Report and Accounts have been addressed during the year. Staff 2005 has been a year of significant change for Medical Solutions. As the Group now looks forward to the achievement of its short and long term objectives, I would particularly like to acknowledge the contributions of our staff whose commitment and dedication has been instrumental to the positive steps the Group has taken during the last twelve months. Prospects The Group is now focusing its resources on the development of the pathology and cytology based activities, areas that we believe are capable of scalable, long-term growth. Our key objectives for 2006 are aimed at growing the business through the introduction of new products and services whilst expanding the market share of our existing offerings. At the same time, we will continue to focus on reducing costs where appropriate, improving our operational efficiency and investing in key R&D projects. Over the last six months, we have also been exploring potential opportunities to realise value from our operations in Dubai. The agreement announced today relating to the settlement of the deferred consideration represents the first steps along this path. The Board is currently considering various strategic options in this respect and has received approaches from a number of private equity groups interested in acquiring further stakes in Medical Solutions FZ LLC. During 2006, we will retain focus on achieving our stated target whilst remaining fully alert to strategic opportunities to maximise shareholder value. Sir Gareth Roberts Non-Executive Chairman 14 March 2006 Operating and Financial Review (abbreviated) Cautionary statement This Operating and Financial Review contains certain forward-looking statements with respect to the financial condition, results, operations and businesses of Medical Solutions plc. These statements and forecasts involve risk and uncertainty because they relate to events and depend upon circumstances that will occur in the future. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements. Nothing in this Operating and Financial review should be construed as a profit forecast. Overview Medical Solutions plc is a healthcare company with operations based in the UK and Middle East. During the year, our core activities have been re-focused and we have concentrated upon becoming a leading provider of services and products within the pathology and cytology sectors. We believe that these markets provide strong growth opportunities for our business and thus for our shareholders. The Pathology Services division comprises our diagnostic pathology operations in Nottingham (UK) and Dubai (United Arab Emirates ("UAE")). This division provides pathology services to public and private healthcare providers based in the UK and Dubai as well as the pharmaceutical and biotechnology industry. The Pathology Services division also has access to an established bank of normal and diseased processed human tissue and a UK network of over 60 specialist consultant pathologists. In each of its UK business segments in this area, Medical Solutions operates in a highly competitive market and competes for business against other service-based organisations, often against teams from within the customer itself. Regulatory accreditation from relevant authorities is considered to be critical in ensuring the Group can offer its products and services to customers in a trusted manner. In Dubai, DML, SCL and Histopathology and Speciality Laboratory ("HSL") operate in a similarly competitive business environment. The Group's Welcare business in Dubai is a tied provider of pathology services to the Welcare Hospital. Each of the Group's pathology businesses in Dubai has a current trading licence from the relevant authorities in the UAE. Our Cytology division distributes and supports the SurePathTM liquid based cytology ("LBC") system and consumables for the preparation and analysis of cervical smear samples. SurePathTM is one of only two systems approved by the National Institute of Clinical Excellence ("NICE") for use in England and Wales. Following the successful Placing and Open Offer to raise approximately £5.7 million (after expenses) in January 2005, the new Board set about reversing the decline seen in 2004 and implemented the business plan which had been outlined to investors at the time of the fundraising, a plan which had made the financial stability of the Group its top priority. The principal components of this plan included refocusing the Group's business, reducing the cost base significantly, selling or closing non-core activities, improving efficiency and strengthening financial controls. The Group's results for the year ended 31 December 2005 demonstrate that significant progress has been made although more remains to be done if Medical Solutions is to realise its long-term potential. The Board remains committed to the achievement of profitability and cash generation for the Group whilst being mindful of opportunities to realise value for shareholders as and when attractive opportunities arise. Business Segment Performance Review Pathology Services Our Pathology Services division generated revenue of £8.2 million in 2005 compared with £5.8 million in 2004, an increase of 42%. This growth, together with the significant cost reduction measures taken during the year led to a significantly improved operating performance in 2005. The division generated an operating profit of £1.0 million (2004: operating loss of £2.5 million). UK Diagnostic Pathology Revenue from our UK Diagnostic Pathology operation grew by 10% to £2.4 million (2004: £2.2 million). This area became profitable in 2005 generating an operating profit of £0.1 million compared to an operating loss of £2.2 million in 2004. The growth in Her-2 testing volumes, the consolidation of operations onto a single site in Nottingham and strong cost control in other areas has led to a significantly improved operating performance for this part of the business. During the first half of 2005, it became clear to the Board that operations in London and Nottingham could not both be sustained given the current and likely short term future levels of revenue. A decision was taken to consolidate operations in Nottingham and to close our site in Harley Street, London. Our full operational capability went live in Nottingham in July and in addition, we surrendered the lease on the Harley Street premises in November 2005 at no cost. Our operation in Nottingham also offers a number of specialised laboratory tests, including the Her-2 test. This test is designed to establish whether or not a patient suffering with breast cancer will respond to the drug Herceptin (manufactured and sold by Roche). During the second half of 2005, research was published which indicated that Herceptin could be applicable to a much wider population of breast cancer sufferers than had originally been believed. This has led to a significant increase in the number of Her-2 tests performed by Medical Solutions during the second half of the year. Looking forward, the market drivers for this business remain sound. The UK continues to experience a shortfall in the number of pathologists and the Government's focus on modernising UK pathology services is expected to generate long term benefits for our business. We are targeting further organic growth from this area of our business during 2006 and we aim to introduce a number of new products during the course of the year. These targets, if achieved, together with the reduced cost base for this part of our business should provide a sound basis for a further improvement in the profitability of this area of our business in the short to medium term. Dubai Diagnostic Pathology Medical Solutions is a leading provider of pathology services in Dubai and this part of our business also grew strongly generating revenues of £5.0 million in 2005 compared with £2.8 million in 2004, an increase of 77%. Growth was partly driven by the existing Welcare Laboratory/HSL business and partly driven by the acquisitions of DML and SCL both of which were completed in January 2005. Dubai Diagnostic Pathology generated an operating profit of £1.6 million in 2005 compared with £0.6 million in 2004. The DML and SCL acquisitions have bedded down well into our existing business. During the year, SCL commenced a significant programme, in conjunction with the UAE government, to provide medical services to individuals entering Dubai prior to being granted a work permit. During the second half of the year, negotiations have continued to find a mutually satisfactory resolution to the payment of the outstanding deferred consideration due from the time of the acquisition of the Welcare Laboratory from Welcare Hospital during 2003. We have announced today that we have agreed to settle the outstanding liability owed by Medical Solutions, of approximately £2.5 million, in exchange for a 16.7% stake in Medical Solutions FZ LLC. Welcare Hospital has also agreed to repay sums owing to Medical Solutions plc of approximately £0.9 million. The Board of Medical Solutions has decided to focus on its UK business going forward and we plan to exit from our business in Dubai in a phased and structured manner in order to maximise shareholder value. Drug Development Services Medical Solutions' Drug Development Services business unit offers diagnostic and therapeutic testing services to support drug discovery and development and assists pharmaceutical and biotechnology companies in identifying the markers most closely linked with response to therapy during clinical trials. We have particular strengths in high throughput quantitative protein expression services and in sophisticated image analysis capabilities. The Drug Development Services continued to make good underlying progress in 2005 although revenues of £0.8 million showed only a modest improvement on 2004 (£0.7 million). We completed a significant biomarker study for AstraZeneca during the first half of the year. We have also begun to build a strong relationship with GlaxoSmithKline and completed a number of smaller studies with other pharmaceutical and biotechnology companies. During the year we restructured our relationships with tissue providers in the UK in order to bring the cost base for this part of our business more into line with its revenue generation. As a result, we have generated annualised cash savings of approximately £0.5 million per annum. Overall, Drug Development Services generated an operating loss of £0.7 million in 2005 compared with an operating loss of £0.9 million in 2004. Going forward, we are aiming for growth from this area of our business based on the increased number of ongoing projects and the general improvement in sales leads and market awareness resulting from our activities over the last twelve months. In the short term, we have focused on reducing our cost base and believe that the level of incremental revenue needed to achieve profitability remains challenging but achievable. Cytology The current market in England & Wales for LBC products is estimated to be worth in excess of £10 million annually, comprising approximately four million cervical smear tests each year. Medical Solutions has continued to demonstrate its ability to capitalise on this market opportunity having been awarded a total of eight five-year contracts since 2004 worth a total of £15.7 million. During the year, we have consistently raised our market share target and now aim to achieve over 40% of the LBC market in England & Wales. Revenue improved significantly as a consequence of these contract wins, rising to £2.5 million in 2005 from £0.4 million (including inter-segment sales of £0.2 million) in 2004, a 490% increase. In addition, we have improved the utilisation of our installed machine stock (ie the proportion of machines which are revenue generating) from 50% at the start of 2005 to 95% by the end of the year. The Cytology division also generated an operating profit for the first time of £0.2 million in 2005 compared with an operating loss of £0.7 million in 2004. During the second half of the year, Medical Solutions co-sponsored a Health Technology Assessment Trial designed to test the potential for automated cytology screening in the UK. It is likely that this trial will run for two to three years and other trials are likely to follow. The UK distribution agreement for the supply of LBC equipment and consumables with Tripath Imaging, Inc. was renewed and extended until 31 December 2008. The Board is aiming for further growth in 2006 from the Cytology division as a consequence of additional contract wins and the achievement of full run rate for the supply of consumables on existing contracts. Typically there is approximately a six month period between the contract being signed and full run rate during which time training is being conducted, logistics are being organised and the conversion to LBC is achieved by the customer. Central resources Central resources include the plc Board together with certain other key support personnel and related costs. Other costs shown centrally include facilities and investor relations. Having taken significant actions to reduce such costs in 2005, it is pleasing to note that central costs fell from £5.3 million in 2004 to £3.0 million in 2005, a 44% reduction. We will continue to control such costs tightly. Geographic performance Both the UK and Dubai regions showed revenue growth in 2005. The UK grew from £3.3 million in 2004 to £5.7 million, an increase of 69%. Revenue in Dubai grew by 77% from £2.8 million to £5.0 million in 2005. The reasons for this growth are described above. Financial review Financial performance Turnover has increased by 77% to £10.7 million (2004: £6.0 million) primarily driven by growth in both the Cytology business and from the Group's operations in Dubai. As a consequence of the significant growth in sales, costs of sales rose from £4.7 million in 2004 to £6.5 million in 2005. Gross margins have increased to 39% in 2005 from 22% in 2004. The efficiency of the Group's operations has improved significantly during the year following the consolidation of diagnostic pathology operations in Nottingham and the general reduction in UK headcount. Our laboratory infrastructure in both the UK and Dubai is capable of handling increased sample volumes. Further staff and capital investment may be required beyond a certain level. Laboratory staff are highly qualified, experienced and flexible thus providing good operational gearing as revenue grows and assisting in dealing with fluctuations in workload. In May, we completed the sale of certain intellectual property assets in the area of virtual microscopy to Hamamatsu Photonics KK for initial consideration of £0.45 million, generating a profit on disposal of £0.4 million. We have retained a non-exclusive licence, at no cost, to continue to utilise the intellectual property concerned within the Pathology Services division. Selling and distribution costs of £0.8 million were in line with 2004 (£0.9 million). Research and development costs increased to £0.2 million in 2005 from £0.1 million in 2004, primarily due to lower capitalisation of development costs. Administrative expenses, excluding restructuring costs, share based compensation costs and impairment of goodwill and development costs, were £4.5 million in 2005 compared with £5.6 million in 2004. This reduction is primarily due to savings realised in the area of personnel and property costs. Total administrative expenses for the year includes the charge of £0.3 million (2004: £0.3 million) relating to a share option based compensation charge as required by IFRS 2 Share based payment. Operating losses for the year ended 31 December 2005, excluding restructuring costs were £1.3 million compared with £8.3 million during 2004. This includes a profit on sale of fixed assets of £0.4 million during 2005 (2004: £0.6 million). It is especially pleasing to note that operating losses have continued to narrow during the second half of 2005 compared with the first half. Operating losses for the six months ended 30 June 2005, excluding restructuring costs and the profit on sale of fixed assets were £1.1 million compared with £0.6 million during the second half of 2005. Exceptional restructuring costs for the year ended 31 December 2005 of £0.3 million (2004: £0.2 million) relate mainly to the closure of the Harley Street facility and certain other redundancy costs incurred during 2005. Restructuring costs in 2004 related mainly to redundancies. After taking account of tax and interest charges, the loss for the 2005 financial year was £1.8 million compared with a loss of £9.4 million in 2004. Financial position As at 31 December 2005, the Group had net assets of £17.2 million compared with £12.0 million as at 31 December 2004. Of this, approximately £14.8 million represents goodwill (2004: £11.1 million). As at 31 December 2005, the Group had net cash of £2.3 million (31 December 2004: £0.7 million overdrawn after excluding £2 million restricted cash deposit). The improvement in the Group's underlying financial position during 2005 is demonstrated by an examination of the movement in net current assets/ (liabilities), including the full Welcare deferred consideration during the period. At 31 December 2004, the Group had a net current liability position of £0.8 million compared with a net current asset position of £0.5 million as at 31 December 2005. Excluding the Welcare deferred consideration (included within Provisions), this equates to a net current asset position of £2.9 million at 31 December 2005 compared with £0.3 million at 31 December 2004. This positive change has been effected through the net proceeds of the fundraising, strong working capital management and the reduction in short-term borrowings during the year. During the year, the Group also reached agreements with a number of major creditors who were outstanding as at 31 December 2004. Assuming a successful resolution of the outstanding deferred consideration issue and continued improvements in the trading profile of the business, the Board expects this position to improve further during 2006. The Group has historically been funded primarily through equity although debt has been raised as and when appropriate for the needs of the business. As at 31 December 2005, the Group's balance sheet included bank and finance lease obligations of approximately £0.6 million, £0.3 million of which is repayable within one year and £0.3 million after more than one year but less than two years. As at 31 December 2005, the Welcare deferred consideration amounted to £2.4 million (net of discounting of £0.1 million), all of which is repayable within one year. Cash flows and Liquidity A total of £5.7 million (net of expenses) was raised through an equity fundraising completed in January 2005. Net cash used in operations during the year ended 31 December 2005 was £2.1 million (2004: £2.8 million). Capital expenditure of £0.3 million was incurred during the year (2004: £0.8 million) primarily in relation to additional LBC equipment. During 2004, the Group invested cash of £2.2 million in the acquisitions of subsidiaries, including majority shareholdings in DML and SCL, although these acquisitions were not formally completed until January 2005. International Financial Reporting Standards The Group has adopted IFRS for the first time in producing consolidated financial statement for the year ended 31 December 2005. The reconciliations of the Group's balance sheet and equity at 1 January 2004 and 31 December 2004 together with reconciled income statements and cash flows for the year ended 31 December 2004 were presented with the Group's Interim Report for the six months ended 30 June 2005. The Group's key accounting policies under IFRS were also set out in the Interim Report (available on our website www.medical-solutions.co.uk) together with a description of the impact of adopting IFRS on its balance sheets, income statements and cash flows during the period covered. The Board does not believe that there are any material changes to the information presented within the Interim Report. Prospects During 2005, the Board was focused on dealing with the turnaround of the business and implementing the plan outlined to shareholders at the time of the fundraising in January 2005. Whilst there remains much to do, the Group is now in a much more stable position than one year ago. The settlement of the outstanding deferred consideration relating to the Welcare Laboratory represents a further step forward. We expect to exit from our operations in Dubai during 2006. The Board remains focused on becoming a profitable and cash generative business and believes the key target for 2006 to be the continued organic growth of both the Pathology Services and Cytology divisions. We are aiming for revenue growth rates of 20-25% overall in 2006 (including Dubai). Such growth, coupled with close cost control, prudent investment, and the introduction of new products will be the basis upon which the Board aims to achieve its short-term objectives. Over the medium to long term, the Board believes the opportunities for growth in our business to be strong. We expect the markets for our products and services to grow significantly. As a consequence of greater demand for therapeutics which target segmented patient populations and the need for companion diagnostics, the anticipated increased demand for pathology testing from the primary care arena and various UK national screening initiatives we believe the prospects for growth in Pathology Services to be positive. We have an established infrastructure and strong relationships with our customers, which we can utilise to benefit from this market expansion. We also intend to capture greater market share through the introduction of new products and services. Through partnerships, we are also investing in the next generation of automated cytology and image analysis. Consolidated Income Statement For the year ended 31 December 2005 Unaudited Unaudited Year Year ended ended 31 December 31 December 2005 2004 Continuing operations Note £'000 £'000 Revenue from continuing operations 10,672 6,026 Cost of sales (6,536) (4,710) -------- --------- Gross profit 4,136 1,316 Selling and distribution expenses (833) (866) Administrative expenses: - normal (4,460) (5,609) - share based compensation (304) (320) - restructuring costs 3 (347) (181) - impairment of goodwill and development costs (64) (3,049) - aborted acquisition - (240) Administrative expenses (5,175) (9,399) Research and development (207) (103) Gain on sale of fixed assets 4 383 607 -------- --------- Operating loss from continuing operations (1,696) (8,445) Interest receivable 108 - Interest payable and similar charges (251) (264) -------- --------- Loss before tax from continuing operations (1,839) (8,709) Taxation - (90) -------- --------- Loss after tax but before loss from discontinued operations (1,839) (8,799) Discontinued operations Loss from discontinued operations - (636) -------- --------- Loss for the year (1,839) (9,435) -------- --------- Attributable to: Equity holders of the parent company (1,890) (9,435) Minority interest 51 - -------- --------- Loss for the year (1,839) (9,435) -------- --------- Basic and diluted loss per ordinary share from continuing operations 5 (0.96)p (9.50)p Basic and diluted total loss per ordinary share 5 (0.96)p (10.19)p -------- --------- Consolidated Statement of Changes in Shareholders' Equity Attributable to equity holders of the Company Merger and Profit Share Share other Translation and loss Minority Total capital premium reserves reserve reserve interest equity £'000 £'000 £'000 £'000 £'000 £'000 £'000 Balance at 1 January 2005 1,960 27,912 4,608 (190) (22,317) - 11,973 Currency translation adjustments - - - 307 - 1 308 ----- ------ ------- ------- ------- ------ ------ Net income recognised directly to equity - - - 307 - 1 308 (Loss)/profit for the year - - - - (1,890) 51 (1,839) ----- ------ ------- ------- ------- ------ ------ Total recognised income/(expense) for the year - - - 307 (1,890) 52 (1,531) Shares issued 2,115 4,372 - - - - 6,487 Employee share option scheme: - value of services provided - - - - 304 - 304 ----- ------ ------- ------- ------- ------ ------ Balance at 31 December 2005 4,075 32,284 4,608 117 (23,903) 52 17,233 ----- ------ ------- ------- ------- ------ ------ Consolidated Balance Sheet As at 31 December 2005 Unaudited Unaudited As at As at 31 December 31 December 2005 2004 Note £'000 £'000 Non-current assets Goodwill 14,808 11,131 Other intangible assets 181 339 Property, plant and equipment 2,041 2,679 --------- -------- 17,030 14,149 --------- -------- Current assets Inventories 773 878 Trade and other receivables 3,212 4,348 Financial assets - cash and cash equivalents 2,313 1,990 --------- -------- 6,298 7,216 --------- -------- Current liabilities Trade and other payables 3,058 3,790 Financial liabilities - borrowings 301 3,039 Provisions 2,443 1,197 --------- -------- 5,802 8,026 --------- -------- Net current assets/(liabilities) 496 (810) --------- -------- Total assets less current liabilities 17,526 13,339 --------- -------- Non-current liabilities Financial liabilities - borrowings 293 540 Provisions - 826 --------- -------- 293 1,366 --------- -------- Net assets 17,233 11,973 --------- -------- Equity Issued share capital 7 4,075 1,960 Share premium 7 32,284 27,912 Other reserves 4,725 4,418 Profit and loss reserve (23,903) (22,317) --------- -------- Total equity attributable to equity holders of the parent company 17,181 11,973 Minority interest 52 - --------- -------- Total equity 17,233 11,973 --------- -------- Consolidated Cash Flow Statement For the year ended 31 December 2005 Unaudited Unaudited Year Year ended ended 31 December 31 December 2005 2004 Note £'000 £'000 Cash flows from operating activities Cash used in operations 6 (2,064) (2,836) Interest paid (78) (20) Tax paid - (61) -------- --------- Net cash used in operating activities (2,142) (2,917) -------- --------- Cash flows from investing activities Acquisition of subsidiaries, net of cash acquired 8 (491) (2,230) Purchases of property, plant and equipment (262) (789) Purchases of intangible assets (30) (248) Proceeds from sale of property, plant and equipment 29 4,600 Proceeds from sale of intangible assets 405 - Proceeds from sale of discontinued operations - 555 Interest received 108 - -------- --------- Net cash (used in)/generated from investing activities (241) 1,888 -------- --------- Cash flows from financing activities Proceeds from the issue of share capital 7 6,365 3,030 Repayment of borrowings (2,259) (2,172) Payment of transaction costs (695) - Finance lease principal repayments (48) (26) -------- --------- Net cash generated from financing activities 3,363 832 -------- --------- Net increase/(decrease) in cash and cash equivalents 980 (197) Cash and cash equivalents at beginning of year 1,312 1,509 Exchange gains on cash and cash equivalents 21 - -------- --------- Cash and cash equivalents at end of year 2,313 1,312* -------- --------- * including a £2 million restricted cash deposit Notes to the Consolidated Preliminary Financial Statements For the year ended 31 December 2005 1. Basis of preparation For all periods, up to and including the year ended 31 December 2004, Medical Solutions plc prepared its financial statements in accordance with UK generally accepted accounting practice (UK GAAP). From 1 January 2005, Medical Solutions plc is required to prepare consolidated financial statements, including comparative data, in accordance with IFRS as adopted by the European Union. Accordingly, financial information for the year 2005, and comparative information, has been prepared on this basis. The financial information contained in this announcement of preliminary financial statements does not constitute statutory financial statements within the meaning of section 240 of the Companies Act 1985. Our previous auditors, Deloitte and Touche LLP, have issued unqualified opinions on the Group's UK GAAP financial statements for the years ended 31 December 2003 and 31 December 2004 and did not include a statement under section 237(2) or (3) of the Companies Act 1985. Neither the Directors of the Company nor the present auditors, PricewaterhouseCoopers LLP, have as yet approved the statutory financial statements for the financial year ended 31 December 2005. These financial statements and the comparative information for 31 December 2004 are therefore unaudited. 2. Segmental reporting Primary reporting format - operating divisions At 31 December 2005, the Group is organised on a worldwide basis into two main operating divisions: •Pathology Services •Cytology Pathology Services comprises the business units of UK Diagnostic Pathology, Dubai Diagnostic Pathology and Drug Development Services. During 2005 there were immaterial sales between business segments (2004: £0.2 million), and where these do occur, are at arm's length pricing. Unallocated costs represent corporate expenses and common operating costs. Segment assets include plant and equipment, stocks and debtors. Unallocated assets include property, central debtors and prepayments and operating cash. Segment liabilities comprise operating liabilities and exclude borrowings. Capital expenditure comprises additions to plant and equipment. Year ended 31 December 2005 Pathology Services Cytology Unallocated Group UK Dubai Drug Diagnostic Diagnostic Development Pathology Pathology Services £'000 £'000 £'000 £'000 £'000 £'000 Continuing operations Revenue 2,415 5,017 773 2,467 - 10,672 ------ ------ ------- ------ ------- ------ Segment result 121 1,617 (740) 183 (2,877) (1,696) ------ ------ ------- ------ ------- ------ Interest expense (251) (251) Interest income 108 108 Loss before tax (3,020) (1,839) Taxation - - Loss for the year from continuing operations (3,020) (1,839) Profit attributable to minority interests (51) - (51) ------ ------ ------- ------ ------- ------ Net loss attributable to equity shareholders (3,020) (1,890) ------ ------ ------- ------ ------- ------ Segment assets 1,392 16,399 719 1,678 - 20,188 Unallocated assets - property, plant and equipment 737 737 - debtors and prepayments 322 322 - cash and cash equivalents 2,563 2,563 ------ ------ ------- ------ ------- ------ Total assets 1,392 16,399 719 1,678 3,622 23,810 ------ ------ ------- ------ ------- ------ Segment liabilities 240 2,839 420 603 - 4,102 Unallocated liabilities - corporate borrowings 594 594 - creditors and accruals 1,881 1,881 ------ ------ ------- ------ ------- ------ Total liabilities 240 2,839 420 603 2,475 6,577 ------ ------ ------- ------ ------- ------ Other segment items Capital expenditure 2 3 2 169 83 259 Acquisition of subsidiaries - 3,761 - - - 3,761 Depreciation 115 54 80 254 191 694 Amortisation of intangible assets 58 - 3 - - 61 Impairment of development costs 64 - - - - 64 Other non-cash expenses - share option scheme - - - - 304 304 ------ ------ ------- ------ ------- ------ Year ended 31 December 2004 Pathology Services Cytology Unallocated Group UK Dubai Drug Diagnostic Diagnostic Development Pathology Pathology Services £'000 £'000 £'000 £'000 £'000 £'000 Continuing operations Sales to external customers 2,244 2,832 692 258 - 6,026 Sales to other segments - - - 160 (160) - ------ ------ ------- ------ ------- ------ Revenue 2,244 2,832 692 418 (160) 6,026 ------ ------ ------- ------ ------- ------ Segment result (2,178) 602 (888) (672) (5,309) (8,445) ------ ------ ------- ------ ------- ------ Interest expense (264) (264) Loss before tax (5,573) (8,709) Taxation (90) (90) ------ ------ ------- ------ ------- ------ Loss for the year from continuing operations (5,663) (8,799) Discontinued operations Revenue 560 560 Segment result (167) (167) Loss on disposal of operation (469) (469) Loss before tax (636) (636) Taxation - - ------ ------ ------- ------ ------- ------ Loss for the year from discontinued operations (636) (636) ------ ------ ------- ------ ------- ------ Net loss attributable to equity shareholders (5,663) (9,435) ------ ------ ------- ------ ------- ------ Segment assets 1,968 13,608 1,535 1,229 - 18,340 Unallocated assets - property, plant and equipment 931 931 - debtors and prepayments 146 146 - cash and cash equivalents 1,948 1,948 ------ ------ ------- ------ ------- ------ Total assets 1,968 13,608 1,535 1,229 3,025 21,365 ------ ------ ------- ------ ------- ------ Segment liabilities 408 2,404 258 459 - 3,529 Unallocated liabilities - corporate borrowings 3,579 3,579 - creditors and accruals 2,284 2,284 ------ ------ ------- ------ ------- ------ Total liabilities 408 2,404 258 459 5,863 9,392 ------ ------ ------- ------ ------- ------ Other segment items Capital expenditure 264 163 6 344 185 962 Depreciation 87 40 116 217 435 895 Amortisation of intangible assets 145 - 80 - - 225 Impairment of intangible assets 1,120 - 106 - - 1,226 Impairment of goodwill - - - - 1,823 1,823 Other non-cash expenses - share option scheme - - - - 320 320 ------ ------ ------- ------ ------- ------ Secondary format - geographical segments The group manages its business segments on a global basis. The operations are based in two main geographical regions. The UK is the home country of the parent company. The main operations in the principal territories are as follows: •UK diagnostic pathology, cytology and drug development services •Middle East diagnostic pathology The Middle East segment operations are mainly based in Dubai, United Arab Emirates. The sales analysis in the table below is based on the location of the customer, which is not materially different from the location where the order is received and where the assets are located. Revenue Segment assets Capital expenditure 2005 2004 2005 2004 2005 2004 £'000 £'000 £'000 £'000 £'000 £'000 Continuing operations UK 5,607 3,094 7,411 7,757 256 799 Middle East 5,017 2,832 16,399 13,608 3,764 163 European (non-UK) 40 258 - - - - North America 8 2 - - - - ------ ------ ------- ------ ------- ------ 10,672 6,186 23,810 21,365 4,020 962 Discontinued operations UK - 315 - - - - Middle East - - - - - - European (non-UK) - - - - - - North America - 245 - - - - ------ ------ ------- ------ ------- ------ - 560 - - - - ------ ------ ------- ------ ------- ------ Intragroup trading - (160) - - - - ------ ------ ------- ------ ------- ------ Total 10,672 6,586 23,810 21,365 4,020 962 ------ ------ ------- ------ ------- ------ 3. Consolidation of the group's UK diagnostic pathology operations and other restructuring costs As set out in the Chairman's Statement, the Board took the decision during the year to consolidate its UK diagnostic pathology operations in Nottingham and close its facility in Harley Street, London. The decision to transfer operations and make a number of staff redundant was implemented during July 2005 and the Group has incurred costs of £255,000 during the year in connection with the closure. In addition, the Group has incurred costs of a further £92,000 in respect of redundancies made at its Nottingham operations during the year. 4. Profit on sale of fixed assets In line with the Group's previously stated intention to exit the virtual microscopy activity of the business, the sale of certain intellectual property assets, along with microscopy equipment, to Hamamatsu Photonics KK was completed in May 2005. Consideration for the assets was £450,000, which generated a profit on disposal of £387,000. Of the consideration, £405,000 was received in cash with the balance subject to withholding tax. The Group also disposed of tangible fixed assets in the year, generating a loss on disposal of £4,000. 5. Loss per share The calculation of basic and diluted earnings per share for the year was based on the loss attributable to ordinary shareholders of £1,890,000 (2004: loss of £9,435,000) on 196,780,731 ordinary shares (2004: 92,597,733 ordinary shares) being the weighted average number of ordinary shares in issue. IAS 33 Earnings per share requires presentation of diluted earnings per share when a company could be called upon to issue shares that would decrease net profit or increase net loss per share. Net loss per share in a loss-making company would only be increased by the exercise of share options, which were out of the money. Assuming that option holders will not exercise out-of-money options, no adjustment has been made to the diluted loss per share for out-of-money share options. 6. Reconciliation of cash flows Year Year ended ended 31 December 31 December 2005 2004 £'000 £'000 Loss for the year from operations (1,839) (9,435) Taxation - 90 Depreciation of tangible fixed assets 700 895 Recognition of grant income (67) - Impairment of goodwill - 1,823 Amortisation of capitalised development costs 61 225 Impairment of capitalised development costs 64 1,226 Impairment of tangible fixed assets 140 - Profit on sale of property, plant and equipment (383) (607) Loss on sale of discontinued operations - 469 Interest payable 251 264 Interest receivable (108) - Share based payments - value of employee service 304 320 Decrease in inventories 175 272 (Increase)/decrease in trade and other receivables (684) 467 (Decrease)/increase in creditors (678) 1,155 ------------- ---------- Cash used in operations (2,064) (2,836) ------------- ---------- All of the cash used in the year was used in continuing operations. Cash used in continuing operations in the year ended 31 December 2004 was £2,603,000 (discontinued operations £233,000). 7. Fund raising On 22 December 2004, the Group announced that it intended to raise £6.4 million before expenses through a Placing and Open Offer. The net proceeds of the Placing and Open Offer would be used to invest in specialist equipment required to drive future revenue growth within the Group's Drug Development Services and Liquid Based Cytology operations, reduce the Group's debt position, pay deferred consideration in respect of historic acquisitions and to fund the Group's general working capital requirements. At an Extraordinary General Meeting of the Company held on 14 January 2005, all resolutions necessary to approve the Placing and Open Offer together with certain other matters were duly passed and dealings in the new shares issued commenced on 19 January 2005. As a result of the Placing and Open Offer, the Group raised net proceeds of £5.7 million. 8. Acquisitions of subsidiaries On 14 January 2005, the Group completed the acquisitions of Dubai Medical Laboratory (''DML'') and Specialised Clinical Laboratory (''SCL''). The acquisitions were made by two newly established 100% subsidiaries of Medical Solutions FZ LLC, DML FZ LLC and SCL FZ LLC respectively. These subsidiaries entered into civil partnership agreements with the existing laboratory owners to effectively acquire 80% (DML) and 100% (SCL) of the existing laboratory businesses. Medical Solutions FZ LLC is a 100% owned subsidiary of the Company. Each of the acquisitions was deemed unconditional on 14 January 2005. Dubai Medical Laboratory DML FZ LLC acquired an 80% shareholding in DML, a clinical analytical and diagnostic services laboratory which operates as a civil partnership registered in the Emirate of Dubai. DML FZ LLC acquired the 80% holding in DML for total consideration of approximately £1.8 million. The total purchase consideration can be broken down into cash of £1.2 million and 3,887,853 new ordinary shares in Medical Solutions plc, with a fair value of £267,000 (based on the Company's share price at the date of acquisition). The Group incurred legal and professional costs of £261,000 in connection with the acquisition of DML. At the date of acquisition, DML had net assets of £77,000. In the period between 14 January 2005 and 31 December 2005, DML contributed net profits of £244,000 to the consolidated net loss for the year. Specialised Clinical Laboratory SCL FZ LLC acquired 100% of SCL, a provider of clinical laboratory services. SCL operates as a civil partnership registered in the Emirate of Dubai. SCL FZ LLC acquired the 100% holding in SCL for total consideration of approximately £1.2 million. The total purchase consideration can be broken down into cash of £0.9 million and 3,575,730 new ordinary shares in Medical Solutions plc, with a fair value of £246,000 (based on the Company's share price at the date of acquisition). The Group incurred legal and professional costs of £52,000 in connection with the acquisition of SCL. At the date of acquisition SCL had net assets of £18,000. In the period between 14 January 2005 and 31 December 2005, SCL contributed net profits of £265,000 to the consolidated net loss for the year. Had the acquisitions of DML and SCL occurred on 1 January 2005, Group revenues would have been increased by £29,000 and the net loss reduced by £9,000. The acquisition had the following effect on the Group's assets and liabilities. Acquiree's net assets at date of acquisition DML SCL Recognised Recognised value and value and carrying carrying amount amount £'000 £'000 Property, plant and equipment 22 12 Inventories 55 6 --------- -------- Net identifiable assets and liabilities 77 18 Goodwill on acquisition 1,693 1,161
08/12/2005
10:37
rex taurus: fandango - The dance begins slowly and tenderly, the rhythm marked by the clack of castanets, snapping of fingers, and stomping of feet. The speed gradually increases to a whirl of exhilaration. There is a sudden pause in the music toward the end of each figure when the dancers stand rigid in the attitude caught by the music. They move again only when the music is resumed. - sounds like the MLS share price LOL are you going to share with us your thoughts on Dubai and when will the music start again?
03/12/2004
15:56
stevi111: Dusseldorf - 3 Dec'04 - 13:23 - 3672 of 3680 A rights issue would not be at 6p, more likely 3 - 4p, given it must be attractive to existing investors - there is nothing attractive about buying at or above market price... ......................................... Sorry I disagree....If the markets gets a sniff of a 'rights issue' the MLS share price will probably have risen to say 8p BEFORE it is announced, meaning a RI @ 6p will be at a big enough discount to encourage buyers. The dilutive effect, whilst bad, does mean existing shareholders can at least take part and over time maybe recover their losses. Anyway......A Rights Issue may not even happen. They may do an institutional placing which would'nt really benefit shareholders as much as a RI. Both of these cases of course better than a MBO or worser still, administration! The current share price reflects the current risks IMO. BTW..I hold no position in MLS but am tracking them with an intention of maybe buying in - at the right price of course + with the necessary funding in place.
23/11/2004
11:22
stevi111: Common then.......What's the odds of the ADVFN share price overtaking the MLS share price sometime in the near future? Anybody like to be the bookie?
16/11/2004
13:25
stevi111: If Winterfloods had their way MLS share price would be even lower than the current price. Might have a punt here if any good opportunities appear.
13/10/2004
07:26
screamer: LBO, As a fellow (on and off) long term holder, I don't think you can in any way put Melmac in the deramper category, just look back through this thread and indeed the older thread!!. ..and yes he's absolutely correct to say that the MLS share price does not behave logically. Look at the price trend since March then look for good news RNS's, bad news RNS's and tell me why the price is where it is. Based on newsflow that has been made public.... logic?? don't make me bloody laugh!! I held from low twenties up to mid fifties last year and enjoyed the ride. I hope the ones getting in now do the same this year. Unfortunately I got back in at low 50s expecting more of the same (and I bet so did a lot of people) and look where we are now. So it's understandable that guys like Melmac, SHB, warranty et all are just a wee bit more wary (or is that weary!!) of seizing on potentially positive news. Screamer
Medical Solutions share price data is direct from the London Stock Exchange
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