TIDMEKF
RNS Number : 9826I
EKF Diagnostics Holdings PLC
07 April 2020
This announcement contains inside information
for the purposes of Article 7 of Regulation (EU) No 596/2014
(MAR)
EKF Diagnostics Holdings plc
("EKF", the "Company" or the "Group")
Final results
EKF Diagnostics Holdings plc (AIM: EKF), the AIM quoted
point-of-care business, announces its final results for the year
ended 31 December 2019.
Following on from the trading update announced on 24 March 2020,
we now present audited results. The narrative sections containing
the Chairman's, Chief Executive's and Finance Director's Reviews
are not materially different from those included in the trading
update; however, the dividend timetable has been altered to move
the ex-dividend date to 6 November 2020.
COVID-19 update - key points
The safety of employees, customers, suppliers, and all other
people with whom the Group interacts is of over-riding importance
to the Group. The Group is complying with governmental advice and
requirements across its operations, with many employees able to
continue working from home with minimal disruption to the Group's
day-to-day operations.
-- Contract manufacturing opportunity with Longhorn Vaccines and
Diagnostics, USA, for specimen collection tubes for COVID-19
testing - initial orders c. $1m and expected to grow
significantly
-- Robust plan in place to mitigate the effect of the disruption on the business
-- Substantial net cash balances of GBP14.3m as at close of
business on 20 March 2020 with continuing strong free cashflow
-- Demand for diabetes and haemoglobin tests remains, with
patients using these tests being in the higher risk category for
COVID-19
-- German state approval received to keep Barleben manufacturing
facility open in event of a lockdown
-- Current beneficial exchange rates as a US Dollar / Euro
denominated business, with a natural currency hedge across
operations in the UK, US and Europe
Financial Highlights for the year ended 31 December 2019
-- Revenue up 6% to GBP44.9m (2018: GBP42.5m)
-- Gross profit up 4% to GBP23.7m (2018: GBP22.7m)
-- Adjusted EBITDA* up 12% to GBP12.0m (2018: GBP10.7m)
-- Profit before tax GBP5.5m (2018: GBP12.2m; GBP5.8m excluding
exceptional gain from Renalytix AI plc spin-out)
-- Basic Earnings per share of 0.81p (2018: 2.21p), underlying
Basic Earnings per share* of 1.20p (2018: 1.01p)
-- Cash generated from operations of GBP6.5m (2018: GBP9.9m)
-- Cash at 31 December 2019 of GBP12.1m (2018: GBP10.3m), net cash of GBP11.4m (2018: GBP9.4m)
-- Maiden dividend preserved and payable to shareholders on 1 December 2020
* Excluding exceptional items and share based payments
Operational Highlights for the year ended 31 December 2019
-- McKesson OEM of DiaSpect Tm successfully launched with positive first six months of business
-- Successful completion of early stage development batches of a
bulk dietary ingredient for Ixcela, Inc.
-- Mount Sinai agreement provides EKF with advanced access to
innovative commercial opportunities
Christopher Mills, Non-Executive Chairman of EKF, commented:
"With good cash resources and a business which is growing
strongly, EKF has moved into a phase where we are confident that we
can provide an income for shareholders and the prospect of
significant upside from our relationships with MSIP and others.
Trading in 2020 to date has been satisfactory and in line with
management expectations.
"Despite these difficult times, EKF is in a very strong
position. We have a substantial net cash balance, continuing solid
positive cash flow and the business remains robust. We see
significant opportunities globally, particularly within the USA.
Being a medical device company focussing on tests monitoring
diabetes and haemoglobin, both conditions putting patients in
higher risk categories should they contract COVID-19, EKF is well
positioned to assist the medical and scientific community. "
EKF Diagnostics Holdings plc www.ekfdiagnostics.com
Christopher Mills, Non-executive Chairman Tel: +44 (0) 29 2071 0570
Julian Baines, CEO
Richard Evans, FD & COO
N+1 Singer Tel: 020 7496 3000
Aubrey Powell / George Tzimas (Corporate
Finance)
Tom Salvesen (Corporate Broking)
Walbrook PR Limited Tel: +44 (0) 20 7933 8780 or ekf@walbrookpr.com
Paul McManus / Lianne Cawthorne Mob: +44 (0) 7980 541 893 / +44 (0) 7584
391 303
About EKF Diagnostics Holdings plc ( www.ekfdiagnostics.com
)
EKF is a leading point-of-care diagnostics and central
laboratory assay manufacturer with an estimated 80,000 hemoglobin,
hematocrit, HbA1c, glucose and lactate analyzers in regular use
across more than 100 countries. EKF specializes in developing tests
for use in anemia and diabetes diagnosis and management, as well as
providing a portfolio of reagents for use in clinical chemistry
analyzers.
A presentation for investors is available to view here:
https://www.ekfdiagnostics.com/documents-reports.html . A further
announcement will be made when the annual report and accounts for
the year ended 31 December 2019 (incorporating the notice of Annual
General Meeting) has been made available online at the same web
address; hard copies will be sent to shareholders who have opted to
receive materials in this format at the same time.
COVID-19 update
As can be seen in the detailed trading review the business
performed well in 2019. T rading in 2020 to date has been
satisfactory and in line with management expectations. We believe
the outlook for 2020 is positive for the following reasons:
1. EKF has substantial net cash balances (GBP14.3m as at 20 March 2020);
2. EKF has strong free cashflow;
3. The business remains robust due to the demand for diabetes
and haemoglobin tests, which we expect to be in part driven by the
fact that patients that need these tests are also in the at higher
risk category for contracting COVID-19; and
4. EKF benefits from the exchange rate as we are a dollar and
Euro denominated business. EKF is also able to manage currency
across its operations in the UK, US and Europe.
Production scale up for COVID-19 test component demand
EKF Diagnostics is rapidly scaling up production for the US and
globally to meet the demand of one of the core components in the
COVID-19 molecular testing supply chain, PrimeStore MTM. Sample
collection and transport is an essential part of COVID-19 testing
as PrimeStore MTM is the first and only US FDA Cleared Microbial
Nucleic Acid Storage and Transport Device and was designed for
viral pandemics. PrimeStore MTM deactivates the pathogens in the
sample, rendering them non-infectious, allowing for safe transport
and laboratory handling. Samples collected using this device can
also be maintained at ambient temperature for days, eliminating the
need for cold chain procedures, and handled at laboratories with a
lower biosafety containment rating than is otherwise required. This
has the benefit of significantly increasing the number and spread
of laboratories able to handle samples.
EKF Diagnostics is an existing contract manufacturing partner of
Longhorn Vaccines and Diagnostics LLC (LHNVD), the inventor and
owner of PrimeStore MTM. We have seen growing demand for the sample
collection device manufactured at our Boerne Texas site. Initial
purchase orders are nearing $1m and we expect that to continue to
grow significantly.
Operational mitigation
The recent COVID-19 pandemic has created uncertainty in the
market in the short term. Many countries are either closed or on
the verge of being shut down, and government action is having a
significant effect on economies across world. The eventual severity
and length of the economic disruption is impossible to forecast. We
believe we have a robust plan in place to mitigate the effect of
the disruption on the business including taking the following
actions (amongst others):
-- Organising for as many staff as possible to work from home
-- Improving our computer networking to facilitate remote working
-- Gaining designation as a company essential to basic medical
care which allows our premises to remain open even in a lockdown -
we have already gained approval from the German authorities to keep
the Barleben factory open in such circumstances
-- Improved social distancing by limiting physical meetings,
expanding flexible working, and altering production practices
-- Preparing requests for support from local authorities should we have to reduce working hours
-- Banning international travel and limiting domestic travel
-- Increasing supplier and customer contact so as to be able to
anticipate issues and react quickly
-- Increasing raw material stock holding
-- Increasing cleaning and disinfection cycles
We have insurance cover in place in case there is a loss of
business, although it cannot be guaranteed that cover will be
sufficient to protect against all eventualities.
At the date of this announcement we have seen limited disruption
to either our customer or supplier logistics (although we have
noticed some increases in the cost of airfreight). Revenue
generation from our core business has been very largely unaffected.
Indeed, we are now providing a key component into the COVID-19
testing supply chain. We have modelled a number of scenarios
covering reductions in revenue of 10% and 50%, without taking into
account the potential benefits of any mitigation strategies such as
potential cost savings or insurance claims. We have also modelled
out 100% reductions in revenue with cost savings within our
control.
As a result of our current strong cash balances and robust
business, we are confident that the business can survive even
catastrophic reductions in revenue for at least the next 12
months.
Conclusion
Despite these difficult times, EKF is in a very strong position.
The Company has a substantial net cash balance, continuing solid
positive cash flow, and the business remains robust. The Company
has significant opportunities globally, particularly within the
USA. Being a medical device company focussing on tests monitoring
diabetes and haemoglobin (patients with these conditions are in a
higher risk category regarding COVID-19), EKF is well positioned to
assist the medical and scientific community.
Chairman's Statement
It gives me great pleasure to be able to report that EKF
continues to perform strongly, with excellent growth in revenues
and earnings. The core business has grown revenue at a steady rate
and adjusted earnings before interest, depreciation and
amortisation (AEBITDA) at a much faster rate.
Strategy
The core strategy of the business remains unchanged. It is
threefold:
1) to continue to build our installed base of point-of-care
analysers which then generate an ongoing stream of revenue through
the sale of proprietary consumables;
2) to supply a range of clinical chemistry reagents for use on
our own and third party analysers; and
3) to grow our contract and partnership enzyme manufacturing business.
To this core, we have added our Preferred Partnership Agreement
("PPA") with Mount Sinai Innovation Partners ("MSIP") which allows
us advanced access to innovative commercial opportunities a rising
from certain technologies managed by MSIP.
MSIP Preferred Partnership Agreement
MSIP is responsible for driving the real-world application and
commercialisation of discoveries and inventions made within the
Mount Sinai Health System ("MSHS"), New York's largest integrated
healthcare delivery system.
EKF has established a longstanding and close working
relationship with MSIP, through the highly successful spin-off of
Renalytix AI plc, the developer of artificial intelligence-enabled
diagnostics for kidney disease, made in close collaboration with
the Icahn School of Medicine at Mount Sinai ("Mount Sinai"), the
medical school of MSHS. This collaboration has already delivered
considerable value to EKF shareholders. This new agreement with
MSIP provides a framework to explore other commercial opportunities
together and to select and support pioneering medical approaches
that could make a major difference to people's lives around the
world, as well as much-needed improvements in healthcare
economics.
The PPA, which is non-exclusive, provides EKF with access to
opportunities which benefit from a clinician and demand-focused
approach to developing commercially relevant healthcare products
and services, and access to deep domain expertise in clinical
disciplines and academia, commercial healthcare enterprises and
other key stakeholders in the US healthcare market.
In connection with the PPA, the Company has signed a non-binding
term sheet with MSIP, which will allow the Company to explore the
opportunity to support the licensing of technology originating from
Mount Sinai to establish a novel digital health platform for
earlier intervention in and better management of the care pathway
for patients with Inflammatory Bowel Disease ("IBD"). Better
evaluation and personalised management of IBD patients, including
the implementation of appropriate care delivery pathways in a more
timely manner than current practice allows, is expected to deliver
better healthcare outcomes (including quality of life) and on a
more cost-effective basis than current approaches.
Work on bringing this opportunity to fruition is ongoing, and we
will update shareholders with progress in the future. We anticipate
that other opportunities will flow from the PPA in due course.
Renalytix AI plc ("RenalytixAI")
In November 2018 RenalytixAI, a spin-out from EKF, was
separately floated on AIM, with 20,964,295 RenalytixAI shares
having been distributed by EKF to shareholders just prior to the
float. At 31 December 2019 the RenalytixAI share price was GBP3.64
per share or an equivalent market value of the dividend to EKF
shareholders at that date of GBP76.3m, which represents
approximately 16.8p of incremental value received per EKF
share.
In April 2019 we purchased a further 100,074 RenalytixAI shares
at a price of just under GBP1.236 pence per share, to add to the
holding acquired in the initial public offering, bringing our total
holding to 2,677,981 shares. At 31 December 2019 these were held at
a fair value of GBP9.75m. The unrealised gain of GBP6.50m on these
shares has been taken to Other Comprehensive income. While global
events since year end have reduced the RenalytixAI share price, the
company continues to make significant progress against its
objectives, which have been and continue to be delivered at a far
greater pace than that thought possible at the time of its IPO in
November 2018. The Board considers there to be very substantial
further value accretion to come from EKF's continuing investment in
RenalytixAI.
Share capital
During the year to 31 December 2019 we have not utilised the
permission we hold from shareholders to acquire shares for
cancellation. It remains our intention to do so when
appropriate.
We have continued the process of simplifying our share capital
through the cancellation of 250,000 share options at the election
of the holder, in return for a small payment.
Dividend
We are pleased to confirm that, given the progress in EKF's
business and its strong cash generation, it remains our intention
to make an inaugural dividend payment to shareholders of 1p per
ordinary share, as previously indicated. If approved by
shareholders at the Company's next annual general meeting, payment
will be on 1 December 2020 to shareholders on the register on 6
November 2020.
Cash-settled share-based incentive
The Company operates a cash-settled, share based incentive for
the Executive Directors, which is designed to pay out in the event
that the Company is acquired by a third party (an "Exit"). Since
the date of implementation of the Incentive in June 2016, the EKF
share price had nearly trebled by late 2019 and the Company has
moved from being loss making into EBITDA profitability and from
being cash consumptive to strongly cash generative. In addition,
EKF shareholders have benefitted from the additional material value
deriving from the establishment and spin-out of RenalytixAI.
Reflecting this delivery of value to shareholders by the
Executive Directors, EKF's Remuneration Committee determined that,
in the absence of any other performance-related pay mechanism, it
was appropriate to distribute, as performance-related pay, a
portion of the amount that would otherwise be payable under the
Incentive on an Exit. The determination followed consultation with
a majority of shareholders representing over 60% of the total
voting rights in the Company, who were in support of the proposed
action.
The Executive Directors each received an equal payment of
approximately GBP1.345 million in November 2019, comprising a
baseline payment for value creation up to a 20 pence share price,
plus a variable amount calculated as to 5% of the excess value over
20 pence per share, calculated using a reference share price of 27
pence.
Any future amounts payable to the Executive Directors under the
Incentive in the event of an Exit shall be reduced by all
previously paid amounts, including the payment of GBP200,000 to
each of the Executive Directors in 2017. Accordingly, the aggregate
amount payable to them under the Incentive is unchanged by the
payments described above and the total value available to
Shareholders on an Exit will be unaffected. The Remuneration
Committee considers that the remaining unpaid amounts under the
incentive continue to provide strong motivation to the Executive
Directors, who will receive a further potential variable reward in
the event of an Exit, equal to 5% of the excess value obtained over
27 pence per share.
Results overview
The Chief Executive's and Finance Director's statements contain
a review of the year and an overview of the financial performance
of the Group.
Board and Corporate Governance
All Board members have served throughout the year. The Board
continues to believe that the current make-up of the Board is
appropriate.
We have adopted the corporate governance code issued by the
Quoted Company Alliance. Further details of compliance are found in
the Corporate Governance Statement and on the Company's
website.
Outlook
With good cash resources and a business which is growing
strongly, EKF has moved into a phase where we are confident that we
can provide an income for shareholders and the prospect of
significant upside from our relationships with MSIP and others.
Trading in 2020 to date has been satisfactory and in line with
management expectations.
I would also like to remind everyone that despite these
difficult times EKF is in a very strong position. We have a
substantial net cash balance, continuing solid positive cash flow,
and the business remains robust. We see significant opportunities
globally, particularly within the USA. Being a medical device
company focussing on tests monitoring diabetes and haemoglobin,
both conditions putting patients in higher risk categories for
contracting COVID-19, EKF is well positioned to assist the medical
and scientific community.
We have taken stringent steps to protect our supply chain, build
inventory, and most importantly we have received German state
approval to keep our Barleben manufacturing facility open in event
of a lockdown.
Christopher Mills
Non-executive Chairman
7 April 2020
Chief Executive's Review
Review of 2019
2019 has seen the Company continue its momentum by delivering on
its strategic goals and, as mentioned above, the Board is confident
that this progress will continue in 2020 and beyond. F urther
upside is expected from the OEM contract with McKesson-Surgical
Inc. for the distribution of DiaSpect Tm in the US, the enzyme
manufacturing business with Oragenics, Inc. and increased
manufacture of the Longhorn PrimeStore MTM sample collection
device.
We are excited by the possibilities being opened to us through
our non-exclusive Preferred Partnership Agreement with Mount Sinai
Innovation Partners, details of which are described in the
Chairman's Statement.
Operations
Point-of-care
i. Haematology
Haematology sales have risen very slightly over 2018. Hemo
Control sales fell due to the completion of Pakistan, Saudi and
Tanzanian anaemia screening tenders in 2018.
This was offset however by growth through EKF's private label
distribution agreement with McKesson for DiaSpect Tm. It is sold in
the US by McKesson under its own branded line, as the McKesson
Consult(R) Hb analyser. The agreement follows US Food and Drug
Administration 510(k) clearance and CLIA waiver for the DiaSpect Tm
in April 2018. The full launch of the McKesson Consult(R) Hb
analyser took place in April 2019. Initial sales have been
encouraging. We have also seen significant haematology sales in
Peru and Egypt.
ii. Diabetes
From 2019 we are reporting sales of <BETA>-HB products
under diabetes rather than Central Laboratory as we consider
<BETA>-HB to be part of our diabetes portfolio.
Sales of our Diabetes products increased by 9%. Sales of
<BETA>-HB products improved by 18%, with the majority of
sales coming from the USA. Diabetes sales have also been driven by
increased sales of Quo-Test where we are gaining traction in the UK
and seeing continued growth in APAC. Quo-Lab sales were impacted by
a technical issue with reagents which has now been solved.
We are continuing development of the new Biosen R-Line range, a
research use only version of our successful analyser for use in
non-medical applications.
iii. Central Laboratory and Life Sciences
Sales in this market (which now exclude <BETA>-HB) have
increased by 15%.
Sales to Oragenics, Inc. (for the outsourced manufacture of the
enzyme for its Lantibiotic product) have been the main contributor
of growth in the year, with Life Sciences revenues up 20% as a
result. With our enzyme facility in Elkhart, USA, now operating at
full capacity we have commenced the work necessary to bring our new
South Bend facility into operation. We have also successfully
completed early stage development batches of a bulk dietary
ingredient for Ixcela, Inc.
Since the period end, we have released a new addition to our
Diabetes Care portfolio in the US. The STAT-Site WB is a handheld
dual-use whole blood <BETA>-ketone and glucose meter for
professional use in the management of diabetes. The new analyzer is
FDA CLIA-waived and can be used in point-of-care and Certificate of
Waiver settings, such as physicians' offices, clinics and other
non-traditional laboratory locations.
We have also launched our new Glycated Albumin liquid reagent
product in the USA. In addition, we have successfully supplied the
Jordanian Army with 26 Altair Clinical Chemistry analysers.
iv. Other
This category includes sales of a number of products including
our Lactate Scout sports medicine product and other diagnostic
tests, the most important of which is for pregnancy. Sales have
reduced because of higher shipping charges.
Regulatory Update
Regulatory pressures in diagnostics continue to grow and we are
therefore adding additional resources to our regulatory team to
address this. In particular, the new requirements of the In Vitro
Diagnostic Regulation (IVDR) in Europe place a significant
additional burden on all IVD manufacturers and must be in place by
May 2022.
Summary
We have not yet seen any material disruption to our business as
a result of the COVID-19 pandemic. At this stage, it is difficult
to assess reliably whether there will be any material disruption in
the future, however we continue to monitor the situation closely.
As mentioned in the Chairman's statement, we have comprehensive
plans in place and we are fortunate that EKF has significant cash
resources available. In addition, there will be an increased
reliance on diabetes and haemoglobin testing throughout this year,
as well as the PrimeStore MTM manufacturing opportunity which
together have the potential to ameliorate or even counteract the
possible effects of COVID-19 on other parts of our business.
Absent such matters which are outside our control, we have a
growing business built on a good quality product portfolio which
meets a broad range of medical needs in a significant number of
countries worldwide. We remain very confident in the Group's future
and its prospects for continued growth this year and beyond.
Julian Baines
Chief Executive Officer
7 April 2020
Finance Director's Review
Revenue
Revenue for 2019 was GBP44.9m (2018: GBP42.5m), which is an
increase of 6%. At constant exchange rates, revenue for the year
would have been 1% lower, so organic growth is over 5%.
Revenue by disease state, which is presented for illustrative
purposes only, is as follows:
2019 2018
GBP'000 GBP'000 +/- %
------------------------- ------------- ------------- ----------
Hematology 13,808 13,728 +1%
Diabetes Care 20,607 18,899 +9%
Central Laboratory 6,135 5,353 +15%
Other 4,367 4,563 (4%)
------------------------- ------------- ------------- ----------
Total 44,917 42,543 +6%
------------------------- ------------- ------------- ----------
In this presentation, sales of <BETA>-HB of GBP9.4m (2018:
GBP7.4m) have been reclassified from Central Laboratory to
Diabetes.
Gross profit
Gross profit is GBP23.7m (2018: GBP22.7m), which represents a
gross margin percentage of 52.8% (2018: 53.3%). The reduced gross
margin was largely due to higher than usual releases of inventory
provisions during 2018.
Administration costs and research and development
Administration costs have increased to GBP18.3m (2018:
GBP10.6m). The biggest factor was the effect of exceptional items,
which were strongly positive in 2018. The most significant
exceptional item in 2018 was the substantial gain made on the
Group's investment in Renalytix AI plc as a result of its
successful separate flotation. The revaluation of Renalytix shares
to their fair value in 2019 is recognised through other
comprehensive income. An additional factor was the revaluation of
the share-based payment liability in 2019 as a result of the higher
share price of EKF. Excluding the effect of exceptional items and
share based payments, administration costs increased from GBP16.1m
in 2018, to GBP16.5m in 2019.
Research and development costs included in administration
expenses were GBP2.3m (2018: GBP1.6m). A further GBP0.5m was
capitalised as an intangible asset, resulting from our development
work to broaden and improve our product portfolio, bringing gross
R&D expenditure for the year to GBP2.8m, an increase from the
expenditure in 2018 which was GBP2.2m.
The charge for depreciation of fixed assets and amortisation of
intangible assets increased to GBP4.4m (2018: GBP4.0m).
Operating profit and adjusted earnings before interest, tax,
depreciation and amortisation
The Group generated an operating profit of GBP5.8m (2018:
GBP12.2m). This again reflects the significant exceptional gain on
Renalytix and other items in 2018. We continue to consider that
adjusted earnings before interest, tax, depreciation and
amortisation, share-based payments and exceptional items (adjusted
EBITDA) is a better measure of the Group's progress as the Board
believes it gives a clearer comparison of the operating performance
between periods. In 2019 we achieved adjusted EBITDA of GBP12.0m
(2018: GBP10.7m), an increase of 12.5%. The calculation of this
non-GAAP measure is shown on the face of the income statement. It
excludes the effect of non-cash share-based payment charges of
GBP2.1m (2018: GBP0.9m), and exceptional profits of GBP0.3m (2018:
GBP6.5m). IFRS 16 "Leases", which has been introduced in the Group
this year has the effect of moving GBP0.3m into adjusted EBITDA
while having no effect on unadjusted earnings. The increase in
adjusted EBITDA of GBP1.3m would be higher by GBP0.1m without the
effect of exchange rates, with GBP1.1m therefore being attributable
to improved underlying performance, excluding the effect of the
introduction of IFRS 16. This new accounting standard has no effect
on the reporting of cashflow.
Finance costs
Net finance costs have increased to GBP0.27m (2018: GBP0.03m).
While interest costs on borrowings have continued to reduce, the
main charge results from an increase in the fair value of deferred
consideration.
Tax
There is an income tax charge of GBP1.6m, a small decrease from
the prior year charge (2018: GBP1.9m). The charge is lower than
would have been expected largely because of tax savings in the USA
offset by losses in the UK for which a deferred tax asset has not
been recognised as the likely timing of recovery is considered too
remote.
Balance sheet
Property plant and equipment
Additions to fixed assets were GBP1.5m (2018: GBP1.2m). The
major programme has been the continuing work on the upgrading and
refurbishment of the Group's facility in Elkhart, USA, where many
of the Group's central laboratory products are manufactured,
including those being supplied to Oragenics.
Right-of-use assets
As a result of the implementation of IFRS 16 "Leases" we
recognised GBP0.7m of right-of-use assets.
Intangible assets
The carrying value of intangible assets has continued to fall,
from GBP41.8m in 2018 to GBP37.8m as at 31 December 2019. This is
largely the result of the annual amortisation charge.
Investments
Although EKF's pre spin-out shareholding in Renalytix AI plc was
distributed to EKF shareholders in October 2018, EKF participated
in the Renalytix AI initial public offering fund raising acquiring
2,577,907 ordinary shares at a cost of GBP1.21 each. Subsequently
in April 2019, EKF acquired a further 100,074 ordinary shares in
the market at a cost of approximately GBP1.236 per share. The
resulting shareholding in Renalytix of 2,677,981 shares represents
4.51% of their share capital. As Renalytix is an AIM quoted
business, our shares are held at "fair value" being the quoted
middle market price, with any gain or loss being taken through
Other Comprehensive Income in accordance with IFRS 13. In the event
of an outright sale of this investment, a discount will apply.
Deferred consideration
The remaining deferred consideration of GBP1.4m (2018: GBP1.1m)
relates to a share-based payment to the former owner of
EKF-Diagnostic GmbH, payment of which is subject to an offsetting
warranty related claim, the value of which is held in receivables.
Conclusion of the position has taken longer than anticipated but is
expected during 2020.
Cash and working capital
Despite the performance related bonuses paid to the directors of
the company of approximately GBP2.7m, net cash has increased from
GBP9.4m to GBP11.4m. Gross cash has increased to GBP12.1m (2018:
GBP10.3m). Borrowings, which were mainly used to fund a new
building at our plant in Barleben, Germany, are reducing over the
loan period to 2023.
Inventory has remained largely static at GBP6.1m in spite of
higher revenue.
Richard Evans
Finance Director and Chief Operating Officer
7 April 2020
Consolidated Income Statement
for the year ended 31 December 2019
2019 2018
GBP'000 GBP'000
-------------------------------------- ---------------------------- -----------------------------
Revenue 44,917 42,543
Cost of sales (21,190) (19,847)
--------------------------------------- ---------------------------- -----------------------------
Gross profit 23,727 22,696
Administrative expenses (18,280) (10,586)
Other income 337 89
--------------------------------------- ---------------------------- -----------------------------
Operating profit 5,784 12,199
======================================= ============================ =============================
Depreciation and amortisation (4,441) (3,991)
Share-based payments (2,118) (939)
Exceptional items 338 6,454
EBITDA before exceptional items
and share-based payments 12,005 10,675
======================================= ============================ =============================
Finance income 73 43
Finance costs (339) (77)
--------------------------------------- ---------------------------- -----------------------------
Profit before income tax 5,518 12,165
Income tax charge (1,586) (1,866)
--------------------------------------- ---------------------------- -----------------------------
Profit for the year 3,932 10,299
--------------------------------------- ---------------------------- -----------------------------
Profit attributable to:
Owners of the parent 3,678 10,110
Non-controlling interest 254 189
--------------------------------------- ---------------------------- -----------------------------
3,932 10,299
-------------------------------------- ---------------------------- -----------------------------
Pence Pence
--------------------------------------------------------------- -------------------- -----------
Earnings per Ordinary Share attributable to the owners
of the parent during the year
From continuing operations
Basic 0.81 2.21
Diluted 0.80 2.19
---------------------------------------------------------------- -------- ----------- -------------
Consolidated Statement of Comprehensive Income
for the year ended 31 December 2019
2019 2018
GBP'000 GBP'000
-------------------------------------------------- ---------------- ----------------
Profit for the year 3,932 10,299
-------------------------------------------------- ---------------- ----------------
Other comprehensive income/(expense):
Items that may be subsequently reclassified
to profit or loss
Changes in fair value of equity instruments
at fair value through other comprehensive 6,505 -
income
Currency translation differences (3,097) 1,383
-------------------------------------------------- ---------------- ----------------
Other comprehensive gain for the year 3,408 1,383
-------------------------------------------------- ---------------- ----------------
Total comprehensive gain for the year 7,340 11,682
-------------------------------------------------- ---------------- ----------------
Attributable to:
Owners of the parent 7,056 11,526
Non-controlling interests 284 156
-------------------------------------------------- ---------------- ----------------
Total comprehensive gain for the year 7,340 11,682
-------------------------------------------------- ---------------- ----------------
Consolidated Statement of Financial Position
as at 31 December 2019
Group Group
2019 2018
GBP000 GBP000
Assets
Non-current assets
Property, plant and equipment 12,179 12,469
Right-of-use asset 1,002 -
Intangible assets 37,767 41,773
Investments 9,900 3,271
Deferred tax assets 34 36
------------------------------------ ----------------- ------------- ------------
Total non-current assets 60,882 57,549
------------------------------------ ----------------- ------------- ------------
Current assets
Inventories 6,073 6,115
Trade and other receivables 8,097 7,434
Cash and cash equivalents 12,074 10,282
------------------------------------ ----------------- ------------- ------------
Total current assets 26,244 23,831
------------------------------------ ----------------- ------------- ------------
Total assets 87,126 81,380
------------------------------------ ----------------- ------------- ------------
Share capital 4,541 4,541
Other reserves 6,648 143
Foreign currency
reserves 3,183 6,309
Retained earnings 56,199 52,536
---------------------------------------------- ---------------------- ------------
70,571 63,529
Non-controlling
interest 601 375
---------------------------------------------- ---------------------- ------------
Total equity 71,172 63,904
---------------------------------------------- ---------------------- ------------
Liabilities
Non-current liabilities
Borrowings 480 695
Deferred tax liabilities 2,619 3,179
---------------------------------------------- ---------------------- ------------
3,099 3,874
---------------------------------------------- ---------------------- ------------
Current liabilities
Trade and other
payables 7,470 10,094
Lease liabilities 1,002 -
Deferred consideration 1,385 1,104
Current income tax
liabilities 2,823 2,219
Borrowings 175 185
---------------------------------------------- ---------------------- ------------
Total current liabilities 12,855 13,602
---------------------------------------------- ---------------------- ------------
Total liabilities 15,954 17,476
---------------------------------------------- ---------------------- ------------
Total equity and
liabilities 87,126 81,380
---------------------------------------------- ---------------------- ------------
Consolidated Statement of Cash Flows
for the year ended 31 December 2019
Group Group 2018
2019 GBP'000
GBP'000
------------------------------------------ ---------------- ---------------
Cash flow from operating activities
Cash generated by operations 6,519 9,861
Interest paid (21) (35)
Income tax paid (1,398) (1,503)
------------------------------------------- ---------------- ---------------
Net cash generated by operating
activities 5,100 8,323
------------------------------------------- ---------------- ---------------
Cash flow from investing activities
Purchase of investments (124) (3,119)
Purchase of property, plant
and equipment (PPE) (1,418) (1,220)
Purchase of intangibles (957) (632)
Proceeds from sale of PPE 30 -
Interest received 73 43
------------------------------------------- ---------------- ---------------
Net cash used in investing
activities (2,396) (4,928)
------------------------------------------- ---------------- ---------------
Cash flow from financing activities
Share option buy back (15) -
Share buy back - (940)
Repayments on borrowings (180) (242)
Principal lease payments (381) -
Dividend payment to non-controlling
interest (58) (309)
------------------------------------------- ---------------- ---------------
Net cash used in financing
activities (634) (1,491)
------------------------------------------- ---------------- ---------------
Net increase in cash and cash
equivalents 2,070 1,904
Cash and cash equivalents at
beginning of year 10,282 8,203
Exchange (losses)/gains on
cash and cash equivalents (278) 175
------------------------------------------- ---------------- ---------------
Cash and cash equivalents at
end of year 12,074 10,282
------------------------------------------- ---------------- ---------------
Consolidated Statement of Changes in Equity
Share Foreign Non-
Share premium Other currency Retained controlling Total
Consolidated capital account reserves reserve earnings Total interest equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
----------------------- ---------------------- ------------------------ ----------------- ----------------------- ------------------- ----------------- ------------------------ -------------------
At 1 January 2018 4,576 - 108 4,892 50,394 59,970 528 60,498
----------------------- ---------------------- ------------------------ ----------------- ----------------------- ------------------- ----------------- ------------------------ -------------------
Comprehensive
income
Profit for the
year - - - - 10,110 10,110 189 10,299
Other
comprehensive
income
Currency
translation
differences - - - 1,417 (1) 1,416 (33) 1,383
----------------------- ---------------------- ------------------------ ----------------- ----------------------- ------------------- ----------------- ------------------------ -------------------
Total
comprehensive
(expense)/income - - - 1,417 10,109 11,526 156 11,682
----------------------- ---------------------- ------------------------ ----------------- ----------------------- ------------------- ----------------- ------------------------ -------------------
Transactions
with
owners
Share
cancellation (35) - 35 - (940) (940) - (940)
Dividends to
non-controlling
interest - - - - - - (309) (309)
Distribution in
specie - - - - (7,027) (7,027) - (7,027)
----------------------- ---------------------- ------------------------ ----------------- ----------------------- ------------------- ----------------- ------------------------ -------------------
Total
distributions
to owners (35) - 35 - (7,967) (7,967) (309) (8,276)
----------------------- ---------------------- ------------------------ ----------------- ----------------------- ------------------- ----------------- ------------------------ -------------------
At 31 December
2018
and
1 January 2019 4,541 - 143 6,309 52,536 63,529 375 63,904
----------------------- ---------------------- ------------------------ ----------------- ----------------------- ------------------- ----------------- ------------------------ -------------------
Comprehensive
income
Profit for the
year - - - - 3,678 3,678 254 3,932
Other
comprehensive
income
Changes in fair
value
of equity
instruments
at fair value
through
other
comprehensive
income - - 6,505 - - 6,505 - 6,505
Currency
translation
differences - - - (3,126) - (3,126) 30 (3,096)
----------------------- ---------------------- ------------------------ ----------------- ----------------------- ------------------- ----------------- ------------------------ -------------------
Total
comprehensive
income - - 6,505 (3,126) 3,678 7,057 284 7,341
----------------------- ---------------------- ------------------------ ----------------- ----------------------- ------------------- ----------------- ------------------------ -------------------
Transactions
with
owners
Share option
cancellation - - - - (15) (15) - (15)
Dividends to
non-controlling
interest - - - - - - (58) (58)
Total
distributions
to owners - - - - (15) (15) (58) (73)
----------------------- ---------------------- ------------------------ ----------------- ----------------------- ------------------- ----------------- ------------------------ -----------------
At 31 December
2019 4,541 - 6,648 3,183 56,199 70,571 601 71,172
----------------------- ---------------------- ------------------------ ----------------- ----------------------- ------------------- ----------------- ------------------------ -----------------
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2019
1. General information and basis of presentation
EKF Diagnostics Holdings plc is a public limited company
incorporated in the United Kingdom (Registration Number 04347937),
which is listed on the AIM market of the London Stock Exchange. 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 audited preliminary announcement has been prepared in
accordance with the Group's accounting policies as disclosed in the
financial statements for the year ended 31 December 2019 and
International Financial Reporting Standards ("IFRSs") and
International Financial Reporting Standards Interpretations
Committee (IFRS IC) interpretations as adopted by the European
Union and with those parts of the Companies Act 2006 applicable to
companies reporting under IFRS. This preliminary announcement was
approved by the Board of Directors on 7 April 2020. The preliminary
announcement does not constitute statutory financial statements
within the meaning of section 434 of the Companies Act 2006.
Statutory accounts for the year to 31 December 2018 have been
delivered to the Registrar of Companies. The audit report for those
accounts was unqualified and did not contain statements under 498
(2) or (3) of the Companies Act 2006 and did not contain any
emphasis of matter.
Certain statements in this announcement constitute
forward-looking statements. Any statement in this announcement that
is not a statement of historical fact including, without
limitation, those regarding the Company's future expectations,
operations, financial performance, financial condition and business
is a forward-looking statement. Such forward-looking statements are
subject to risks and uncertainties that may cause actual results to
differ materially. These risks and uncertainties include, amongst
other factors, changing economic, financial, business or other
market conditions. These and other factors could adversely affect
the outcome and financial effects of the plans and events described
in this announcement and the Company undertakes no obligation to
update its view of such risks and uncertainties or to update the
forward-looking statements contained herein. Nothing in this
announcement should be construed as a profit forecast.
While the financial information included in this preliminary
announcement has been prepared in accordance with the recognition
and measurement criteria of International Financial Reporting
Standards (IFRSs), this announcement does not itself contain
sufficient information to comply with IFRSs. The Company will
publish its full financial statements for the year ended 31
December 2019 by 18 May 2020, which will be available on the
Company's website at www.ekfdiagnostics.com and at the Company's
registered office at Avon House, 19 Stanwell Road Penarth CF64 2EZ.
The Annual General Meeting will be held on Wednesday 10 June
2020.
2. Significant accounting policies
The Group applied IFRS 16 "Leases" for the first time, which is
effective for annual periods beginning on or after 1 January 2019.
The Company has not early adopted any other standards, amendments
or interpretations that have been issued but not yet effective. The
nature and impact of the new standard is described below:
The Group has adopted IFRS 16 Leases retrospectively from 1
January 2019, but has not restated comparatives for the 2018
reporting period, as permitted under the specific transition
provisions in the standard. The reclassifications and adjustments
arising from the new leasing rules are therefore recognised in the
opening statement of financial position on 1 January 2019.
On adoption of IFRS 16, the Group recognised lease liabilities
in relation to leases which had previously been classified as
'operating leases' under the principles of IAS 17, 'Leases'. These
liabilities were measured at the present value of the remaining
lease payments, discounted using the Group's incremental borrowing
rate as of 1 January 2019. The weighted average Group's incremental
borrowing rate applied to the lease liabilities on 1 January 2019
was 2.5%.
In applying IFRS 16 Leases for the first time, the Group has
used the following practical expedients permitted by the
standard:
-- applying a single discount rate to a portfolio of leases with
reasonably similar characteristics;
-- relying on previous assessments on whether leases are onerous as an alternative to performing
-- an impairment review - there were no onerous contracts as at 1 January 2019;
-- accounting for operating leases with a remaining lease term
of less than 12 months as at 1 January 2019 as short-term
leases;
-- excluding initial direct costs for the measurement of the
right-of-use asset at the date of initial application; and
-- using hindsight in determining the lease term where the
contract contains options to extend or terminate the lease.
-- Not reassessing whether a contract is, or contains a lease at
the date of initial application. Instead, for contracts entered
into before the transition date the group relied on its assessment
made applying IAS 17 and Interpretation 4 Determining whether an
Arrangement contains a Lease.
Measurement of lease liabilities
The differences between the operating lease commitments
disclosed under IAS 17 at 31 December 2018, and the lease
liabilities recognised on 1 January 2019 under IFRS 16 is explained
as follows:
GBP'000
Operating lease commitments disclosed as at 31 December
2018 664
Discounted using the lessee's incremental borrowing rate
of at the date of initial application 638
Add: adjustments due to different treatment of exchange
rates 102
Other reconciling items 3
------------
Lease liability recognised as at 1 January 2019 743
============
Of which are:
GBP'000
Current lease liabilities 349
Non-current lease liabilities 394
Measurement of right-of-use assets
Right-of-use assets were measured at the amount equal to the
lease liability, adjusted by the amount of any prepaid or accrued
lease payments relating to that lease recognised in the balance
sheet at 1 January 2019.
Adjustments recognised in the balance sheet on 1 January
2019
The change in accounting policy affected the following items in
the balance sheet on 1 January 2019:
-- Right-of-use assets - increase by GBP743,000
-- Lease liabilities - increase by GBP743,000
The impact on retained earnings on 1 January 2019 was nil.
(a) New standards, amendments and interpretations issued but not
effective for the financial year beginning 1 January 2019 and not
early adopted.
A number of new standards and amendments to standards and
interpretations are effective for annual periods beginning on or
after 1 January 2020, and have not been applied in preparing these
financial statements. The Group does not anticipate a material
impact within its financial statements as a result of the
applicable standards and interpretations.
Going concern
The Group meets its day-to-day working capital requirements
through the use of cash reserves and existing bank facilities.
The Directors have considered the applicability of the going
concern basis in the preparation of these financial statements.
This included the review of internal budgets and financial results
which show, taking into account reasonably probable changes in
financial performance, that the Group should be able to operate
within the level of its current funding arrangements. We have not
yet seen any material disruption to our business as a result of the
COVID-19 pandemic and current trading suggests that our base case
forecasts are still applicable. However, at this stage, it is
difficult to assess reliably whether there will be any material
disruption in the future. In addition the Directors have considered
the potential effects of the COVID-19 pandemic as laid out in the
Strategic Report. We have modelled a number of scenarios covering
reductions in revenue of 10% and 50%, without taking into account
the potential benefits of any mitigation strategies such as
potential cost savings or insurance claims. We have also modelled
out 100% reductions in revenue with cost savings within our
control. While the eventual severity and length of the economic
disruption stemming from the pandemic is impossible to forecast
these models give the Directors reasonable confidence that the
business can survive even catastrophic reductions in revenue for at
least the next 12 months.
After making enquiries, the Directors have a reasonable
expectation that the Company and the Group have adequate resources
to continue in operational existence for the foreseeable future.
For this reason the Group continues to adopt the going concern
basis in the preparation of the financial statements.
Basis of consolidation
The consolidated financial statements incorporate the financial
statements of the Company and its subsidiary undertakings.
Subsidiaries are all entities over which the Group has the power to
govern their financial and operating policies generally
accompanying a shareholding of more than fifty per cent of the
voting rights. The existence and effect of potential voting rights
that are currently exercisable or convertible are considered when
assessing whether the Group controls another entity.
Subsidiaries are fully consolidated from the date on which
control is transferred to the Group. They are de-consolidated from
the date that control ceases.
The Group uses the acquisition method of accounting to account
for business combinations. The consideration transferred for the
acquisition of a subsidiary is the fair values of the assets
transferred, the liabilities incurred and the equity interests
issued by the Group. The consideration transferred includes the
fair value of any asset or liability resulting from a contingent
consideration agreement. Acquisition related costs are expensed as
incurred. Identifiable assets acquired and liabilities and
contingent liabilities assumed in a business combination are
measured initially at their fair values at the acquisition date. On
an acquisition by acquisition basis, the Group recognises any
non-controlling interest in the acquiree either at fair value or at
the non-controlling interest's proportionate share of the
acquiree's net assets.
The excess of the consideration transferred, the amount of any
non-controlling interest in the acquiree and the acquisition date
fair value of any previous equity interest in the acquiree over the
fair value of the Group's share of the identifiable net assets
acquired is recorded as goodwill. If this is less than the fair
value of the net assets of the subsidiary acquired in the case of a
bargain purchase, the difference is recognised directly in the
income statement.
Investments in subsidiaries are accounted for at cost less
impairment.
Inter-Company transactions, balances and unrealised gains on
transactions between Group companies are eliminated. Unrealised
losses are also eliminated. Accounting policies of subsidiaries
have been changed where necessary to ensure consistency with the
policies adopted by the Group.
Foreign currency translation
(a) Functional and presentational currency
Items included in the financial statements of each of the
Group's entities are measured using the currency of the primary
economic environment in which the entity operates (the functional
currency). The consolidated financial statements are presented in
British Pounds Sterling, which is the Company's functional and
presentational currency.
(b) Transactions and balances
Foreign currency transactions are translated into the functional
currency using the exchange rates prevailing at the dates of the
transactions where items are re-measured. Foreign exchange gains
and losses resulting from the settlement of such transactions and
from the translation at year-end exchange rates of monetary assets
and liabilities denominated in foreign currencies are recognised in
the income statement within 'administrative expenses'.
(c) Group companies
The results and financial position of all the Group entities
(none of which has the currency of a hyper- inflationary economy)
that have a functional currency different from the presentational
currency are translated into the presentational currency as
follows:
-- assets and liabilities for each balance sheet presented are
translated at the closing rate at the date of that balance
sheet;
-- income and expenses for each income statement are translated at average exchange rates; and
-- all resulting exchange differences are recognised in other comprehensive income.
On consolidation, exchange differences arising from the
translation of the net investment in foreign operations are taken
to other comprehensive income. When a foreign operation is
partially disposed of or sold, exchange differences that were
recorded in equity are recognised in the income statement as part
of the gain or loss on sale.
Goodwill and fair value adjustments arising on the acquisition
of a foreign entity are treated as assets and liabilities of the
foreign entity and translated at the closing rate.
Segmental reporting
Operating segments are reported in a manner consistent with the
internal reporting provided to the chief operating decision-maker.
The chief operating decision-maker, who is responsible for
allocating resources and assessing performance of the operating
segments, has been identified as the Executive Directors who make
strategic decisions. The information used to assess performance is
by geography as income statements by product are not available.
Government grants
Government grants receivable in connection with expenditure on
property, plant and equipment are accounted for as deferred income,
which is credited to the income statement over the expected useful
economic life of the related assets, on a basis consistent with the
depreciation policy. Revenue grants for the reimbursement of costs
charged to the income statement are credited to the Income
Statement in the year in which the costs are incurred.
Property, plant and equipment
Property, plant and equipment are stated at historical cost less
accumulated depreciation and any provision for impairment.
Historical cost includes expenditure that is directly attributable
to the acquisition of the asset and bringing the asset to its
working condition for its intended use.
Subsequent costs are included in the asset's carrying amount or
recognised as a separate asset, as appropriate, only where it is
probable that future economic benefits associated with the asset
will flow to the Group and the cost of the asset can be measured
reliably. The carrying amount of the replaced part is derecognised.
All other repairs and maintenance are charged to the income
statement during the financial period in which they are incurred.
Any borrowing costs associated with qualifying property plant and
equipment are capitalised and depreciated at the rate applicable to
that asset category.
Land is not depreciated. Depreciation on other assets is
calculated using the straight-line method or reducing balances
method to allocate their cost to its residual values over their
estimated useful lives, as follows
Buildings 2%-2.5%
Fixtures and fittings 20%-25%
Plant and machinery 20%-33.3%
Motor vehicles 25%
The assets' residual values and useful economic lives are
reviewed regularly, and adjusted if appropriate, at the end of each
reporting period.
An asset's carrying value is written down immediately to its
recoverable amount if the asset's carrying amount is greater than
its estimated recoverable amount.
Gains and losses on the disposal of assets are determined by
comparing the proceeds with the carrying amount and are recognised
in administration expenses in the income statement.
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 5 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 5 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.
Development costs are amortised over the estimated useful life
of the products with which they are associated, currently 4 to 10
years. 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) Software costs
Expenditure incurred on the development of new or substantially
improved software is capitalised, provided that the project
satisfies the criteria for capitalisation, including technical
feasibility and likely commercial benefit. All other software costs
are expensed as incurred.
Software costs are amortised over their estimated useful life,
currently 5 years. Amortisation commences when software is in
commercial use. The amortisation is charged to administrative
expenses in the income statement. The estimated remaining useful
life of software is reviewed at least on an annual basis.
The carrying value of capitalised software costs is reviewed for
potential impairment at least annually and if an impairment is
identified the costs are immediately charged to the income
statement.
Impairment of non-financial assets
Assets that have an indefinite life such as goodwill are not
subject to amortisation and are tested annually for impairment.
Assets that are subject to amortisation are reviewed for impairment
whenever events or changes in circumstances indicate that the
carrying amount may not be recoverable. An impairment loss is
recognised for the amount by which the carrying amount exceeds its
recoverable amount.
The recoverable amount is the higher of an asset's fair value
less costs to sell, and value in use. In assessing value in use,
the estimated future cash flows are discounted to their present
value using a pre-tax discount rate that reflects current market
assessments of the time value of money and the risks specific to
the asset for which the estimates of future cash flows have not
been adjusted.
For the purposes of assessing impairment, assets are grouped at
the lowest levels for which there are separately identifiable cash
flows. Impairment losses recognised for cash-generating units, to
which goodwill has been allocated, are credited initially to the
carrying amount of goodwill. Any remaining impairment loss is
charged pro rata to the other assets in the cash-generating
unit.
Where an impairment loss subsequently reverses, the carrying
amount of the asset (cash-generating unit) is increased to the
revised estimate of its recoverable amount, but so that the
increased carrying amount does not exceed the carrying amount that
would have been determined had no impairment loss been recognised
for the asset (cash-generating unit) in the prior period. A
reversal of an impairment loss is recognised in the income
statement immediately. If goodwill is impaired however, no reversal
of the impairment is recognised in the financial statements.
Investments and other financial assets
Classification
The group classifies its financial assets in the following
measurement categories:
-- those to be measured at amortised cost; and
-- those to be measured subsequently at fair value (either
through OCI or through profit or loss);
(a) Financial assets at amortised cost
Assets that are held for collection of contractual cash flows,
where those cash flows represent solely payments of principal and
interest, are measured at amortised cost. Interest income from
these financial assets is included in finance income using the
effective interest rate method. Any gain or loss arising on
derecognition is recognised directly in profit or loss and
presented in other gains/(losses) together with foreign exchange
gains and losses. Impairment losses are presented as a separate
line item in the statement of profit or loss.
(b) Financial assets at fair value through profit or loss
The Group classifies the following financial assets at fair
value through profit or loss (FVPL):
-- debt investments that do not qualify for measurement at
either amortised cost or fair value through Other Comprehensive
Income
-- equity investments that are held for trading, and
-- equity investments for which the entity has not elected to
recognise fair value gains and losses through Other Comprehensive
Income.
(c) Financial assets at fair value through other comprehensive income
Financial assets at fair value through other comprehensive
income comprise equity securities that are not held for trading and
which the Group has irrevocably elected at initial recognition to
recognise in this category. The Group considers this category to be
more relevant for assets of this type.
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.
Trade and other receivables
Trade receivables are amounts due from customers for goods sold
or services performed in the ordinary course of business. Other
than in the case of certain intercompany receivables, they are
generally due for settlement within 30 days and therefore are all
classified as current. Trade receivables are initially recognised
at fair value, being the original invoice amount, and subsequently
measured at amortised cost less provision for impairment. The group
applies the IFRS 9 simplified approach to measuring expected credit
losses which uses a lifetime expected loss allowance for all trade
receivables. Trade receivables that are less than three months past
due are not considered impaired unless there are specific financial
or commercial reasons that lead management to conclude that the
customer will default. Older debts are considered to be impaired
unless there is sufficient evidence to the contrary that they will
be settled. The amount of the provision is the difference between
the asset's carrying value and the present value of the estimated
future cash flows. The carrying amount of the asset is reduced
through the use of an allowance account, and the amount of the loss
is recognised in the income statement within administrative
expenses. When a trade receivable is uncollectible it is written
off against the allowance account. Subsequent recoveries of amounts
previously written off are credited against administrative expenses
in the income statement.
Cash and cash equivalents
Cash and short-term deposits in the balance sheet comprise cash
at bank and in hand and short-term deposits with an original
maturity of less than three months, reduced by overdrafts to the
extent that there is a right of offset against other cash
balances.
For the purposes of the consolidated cash flow statement, cash
and cash equivalents consist of cash and short-term deposits as
defined above net of outstanding bank overdrafts where there is a
right of offset.
Share capital
Ordinary Shares are classified as equity. Proceeds in excess of
the nominal value of shares issued are allocated to the share
premium account and are also classified as equity. Incremental
costs directly attributable to the issue of new Ordinary Shares or
options are deducted from the share premium account.
Where Ordinary Shares are acquired for cash and then cancelled,
the nominal value of shares is deducted from the value of equity
and credited to the Capital Redemption reserve. The amount paid is
debited to reserves.
Financial liabilities
Debt is measured at fair value, being net proceeds after
deduction of directly attributable issue costs, with subsequent
measurement at amortised cost with the exception of deferred equity
consideration which is categorised as a financial liability at fair
value through profit and loss. Debt issue costs are recognised in
the income statement over the expected term of such instruments at
a constant rate on the carrying amount.
Trade and other payables
Trade payables are obligations to pay for goods or services that
have been acquired in the ordinary course of business from
suppliers. Accounts payable are classified as current liabilities
if payment is due within one year or less (or in the normal
operating cycle of the business if longer). If not, they are
presented as non-current liabilities. Trade payables are recognised
initially at fair value and subsequently measured at amortised cost
using the effective interest method.
Borrowings
Borrowings are recognised initially at the fair value of
proceeds received, net of transaction costs incurred. Borrowings
are subsequently carried at amortised cost. Borrowings are
classified as current liabilities unless the Group has an
unconditional right to defer settlement of the liability for at
least 12 months after the balance sheet date.
Borrowing costs are expensed in the consolidated Group income
statement under the heading 'finance costs'. Arrangement and
facility fees together with bank charges are charged to the income
statement under the heading 'administrative expenses'.
Current and deferred income tax
The tax expense comprises current and deferred tax. Tax is
recognised in the income statement, except to the extent that it
relates to items recognised in other comprehensive income where the
associated tax is also recognised in other comprehensive
income.
The current income tax charge is calculated on the basis of the
tax laws enacted or substantively enacted at the balance sheet date
in the countries where the Company and its subsidiaries operate and
generate taxable income. Management evaluates positions taken in
tax returns with respect to situations in which applicable tax
regulation is subject to interpretation and establishes provisions
where appropriate on the basis of amounts expected to be paid to
the tax authorities.
Deferred tax is recognised, using the liability method, on all
temporary differences at the balance sheet date between the tax
bases of assets and liabilities and their carrying amounts for
financial reporting purposes. Deferred tax liabilities are
recognised in respect of all temporary differences except where the
deferred tax liability arises from the initial recognition of
goodwill in business combinations.
Deferred tax assets are recognised for all deductible temporary
differences, carry-forward of unused tax assets and tax losses, to
the extent that they are regarded as recoverable. They are regarded
as recoverable where, on the basis of available evidence, there
will be sufficient taxable profits against which the future
reversal of the underlying temporary differences can be
deducted.
The carrying value of the amount of deferred tax assets is
reviewed at each balance sheet date and reduced to the extent that
it is no longer probable that sufficient taxable profit will be
available to allow all, or part, of the tax asset to be
utilised.
Deferred tax assets and liabilities are measured at the tax
rates that are expected to apply to the year when the asset is
realised or the liability is settled, based on the tax rates (and
tax laws) that have been substantively enacted at the balance sheet
date.
Deferred income tax assets and liabilities are offset when there
is a legally enforceable right to offset current tax assets against
current tax liabilities and when the deferred income tax assets and
liabilities relate to income taxes levied by the same taxation
authority on either the taxable entity or different taxable
entities where there is an intention to settle the balances on a
net basis.
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.
Leases
As noted above, the Group has applied IFRS 16 retrospectively,
but has elected not to restate comparative information. As a
result, the comparative information provided continues to be
accounted for in accordance with the Group's previous accounting
policy.
Accounting Policy applied from 1 January 2019
Leases are recognised as a right-of-use asset and a
corresponding lease liability at the date on which the leased asset
is available for use by the Group.
Assets and liabilities arising from a lease are initially
measured on a present value basis. Lease liabilities include the
net present value of the following lease payments:
-- fixed payments (including in-substance fixed payments), less any lease incentives receivable
-- variable lease payment that are based on an index or a rate,
initially measured using the index or rate as at the commencement
date
-- amounts expected to be payable by the group under residual value guarantees
-- the exercise price of a purchase option if the group is
reasonably certain to exercise that option, and
-- payments of penalties for terminating the lease, if the lease
term reflects the group exercising that option.
Lease payments to be made under reasonably certain extension
options are also included in the measurement of the liability.
The lease payments are discounted using the interest rate
implicit within the lease. If that rate cannot be readily
determined, the Group's incremental borrowing rate is used, being
the rate that the Group would have to pay to borrow the funds
necessary to obtain an asset of similar value to the right-of-use
asset in a similar economic environment with similar terms,
security, and conditions.
Where the Group is exposed to potential future increases in
variable lease payments based on an index or rate, amounts are not
included in the lease liability until they take effect. When
adjustments to lease payments based on an index or rate take
effect, the lease liability is reassessed and adjusted against the
right-of-use asset.
Lease payments are allocated between principal and finance cost.
The finance cost is charged to the income statement over the lease
period so as to produce a constant periodic rate of interest on the
remaining balance of the liability for each period.
Right-of-use assets are measured at cost comprising the
following:
-- the amount of the initial measurement of lease liability
-- any lease payments made at or before the commencement date less any lease incentives received
-- any initial direct costs
-- restoration costs
Right-of-use assets are generally depreciated over the shorter
of the asset's useful life and the lease term on a straight line
basis. If the Group is reasonably certain to exercise a purchase
option, the right-of-use asset is depreciated over the underlying
asset's useful life.
Accounting Policy applied prior to 1 January 2019
Until 31 December 2018, Leases which transfer substantially all
the risks and rewards of ownership of an asset were treated as a
finance lease. Assets held under finance leases were capitalised at
their fair value at the inception of the lease and depreciated over
the estimated useful economic life of the asset or lease term if
shorter. The finance charges were allocated to the income statement
in proportion to the capital amount outstanding. All other leases
were classified as operating leases. Operating lease rentals were
charged to the income statement in equal annual amounts over the
lease term.
Deferred consideration
Deferred consideration is recognised at fair value. Where the
value of deferred consideration is based on a future event,
management estimate the likelihood of the consideration becoming
payable. Deferred consideration is discounted to take account of
the time value of money at rates based on those used for the
valuation of related intangible assets.
Employee benefits
(a) Pension obligations
Group companies operate various pension schemes all of which are
defined contribution plans. A defined contribution plan is a
pension plan under which the Group pays fixed contributions into a
separate entity with the pension cost charged to the income
statement as incurred. The Group has no further obligations once
the contributions have been paid.
(b) Share-based compensation
The Group operates a number of equity-settled, share-based
compensation plans, under which the Group receives services from
employees and others 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.
The Group operates a cash-settled compensation plan for certain
senior employees. Cash-settled share-based payments are measured at
fair value at each reporting date and are expensed over the
expected vesting period. The fair value amount is recognised in
liabilities.
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
Revenue is accounted for in accordance with the principles of
IFRS 15, which has been applied as follows:
(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 net of sales taxes, rebates and discounts.
Revenue from the sale of goods is recognised when control of the
products has transferred which is 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. A receivable is recognised when
the goods are delivered as this is the point in time that the
consideration is unconditional because only the passage of time is
required before the payment is due. Where contracts contain
multiple deliverables, and the volume of each deliverable can be
determined with reasonable certainty, then the transaction price
will be allocated to each performance obligation based on the
expected cost of each item.
(b) Sale of services
Revenue for the sale of services is measured at the fair value
of the consideration received or receivable and represents the
invoiced value for the sale of the services net of sales taxes,
rebates and discounts. Revenue from the sale of services is
recognised when a Group Company has completed the services and
collectability of the related receivables is reasonably
assured.
(c) Royalty and licence income
Royalty and licence income is recognised on an accruals basis in
accordance with the substance of the relevant agreements.
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.
Dividend distribution
Dividend distributions to the Company's shareholders are
recognised as a liability in the Group's financial statements in
the period in which the dividends are approved by the Company's
shareholders. Interim dividends are recognised when paid.
Distributions in specie are recognised at the fair value of the
assets distributed.
Other income
Other income includes grant income and R & D tax credits
passed through income where this is permitted by the relevant
jurisdiction.
Exceptional items
These are items of an unusual or non-recurring nature incurred
by the Group and include transactional costs and one off items
relating to business combinations, such as acquisition
expenses.
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 sale of diagnostic instruments, reagents and
certain ancillary products, as well as central laboratory reagents.
This activity takes place across various countries, such as the
USA, Germany, Russia, and the United Kingdom, 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 all segments
should be maintained and reported.
The reportable segments derive their revenue primarily from the
manufacture and sale of medical diagnostic equipment and reagents.
Other services include the servicing and distribution of third
party company products under separate distribution agreements.
Currently the key operating performance measures used by the
CODM are Revenue and adjusted EBITDA.
The segment information provided to the Board for the reportable
segments for the year ended 31 December 2019 is as follows:
2019 Germany USA Russia Other Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
---------------------------- ------------- --------------------- ------------- -------------- -------------
Income statement
Revenue 23,087 25,434 3,065 - 51,586
Inter-segment (6,669) - - - (6,669)
---------------------------- ------------- --------------------- ------------- -------------- -------------
External revenue 16,418 25,434 3,065 - 44,917
---------------------------- ------------- --------------------- ------------- -------------- -------------
Adjusted EBITDA* 7,435 8,016 782 (4,228) 12,005
Exceptional items (Note
7) 356 - - (18) 338
Share-based payments
(Note 30) - - - (2,118) (2,118)
---------------------------- ------------- --------------------- ------------- -------------- -------------
EBITDA 7,791 8,016 782 (6,364) 10,225
Depreciation (739) (387) (19) (367) (1,512)
Amortisation (2,077) (1,161) (2) 311 (2,929)
---------------------------- ------------- --------------------- ------------- -------------- -------------
Operating profit 4,975 6,468 761 (6,420) 5,784
Finance income 10 7 37 19 73
Finance costs (21) - - (318) (339)
Income tax (677) (449) (164) (296) (1,586)
---------------------------- ------------- --------------------- ------------- -------------- -------------
Retained profit 4,287 6,026 634 (7,015) 3,932
---------------------------- ------------- --------------------- ------------- -------------- -------------
Segment assets
Operating assets 36,327 24,630 589 39,709 101,255
Inter-segment assets (400) - - (25,803) (26,203)
---------------------------- ------------- --------------------- ------------- -------------- -------------
External operating
assets 35,927 24,630 589 13,906 75,052
Cash 3,298 5,480 1,159 2,137 12,074
---------------------------- ------------- --------------------- ------------- -------------- -------------
Total assets 39,225 30,110 1,748 16,043 87,126
---------------------------- ------------- --------------------- ------------- -------------- -------------
Segment liabilities
Operating liabilities 7,926 15,162 151 18,263 41,502
Inter-segment
liabilities (2,938) (11,777) - (11,488) (26,203)
---------------------------- ------------- --------------------- ------------- -------------- -------------
External operating
liabilities 4,988 3,385 151 6,775 15,299
Borrowings 655 - - - 655
---------------------------- ------------- --------------------- ------------- -------------- -------------
Total liabilities 5,643 3,385 151 6,775 15,954
---------------------------- ------------- --------------------- ------------- -------------- -------------
Other segmental
information
Non-current assets
- PPE 6,006 4,679 75 2,421 13,181
Non-current assets
- Intangibles 24,172 12,115 95 1,385 37,767
PPE - additions 872 455 17 74 1,418
Intangible assets -
additions 739 162 - 56 957
---------------------------- ------------- --------------------- ------------- -------------- -------------
* Adjusted EBITDA excludes exceptional items and share-based
payments.
2018 Germany USA Russia Other Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
-------------------------------- --------------- --------------- --------------- ---------------- ---------------
Income statement
Revenue 21,937 23,478 2,687 5 48,107
Inter-segment (5,564) - - - (5,564)
-------------------------------- --------------- --------------- --------------- ---------------- ---------------
External revenue 16,373 23,478 2,687 5 42,543
-------------------------------- --------------- --------------- --------------- ---------------- ---------------
Adjusted EBITDA* 6,291 7,824 762 (4,202) 10,675
Exceptional items (Note
7) (580) 97 - 6,937 6,454
Share based payments
(Note 30) - - - (939) (939)
-------------------------------- --------------- --------------- --------------- ---------------- ---------------
EBITDA 5,711 7,921 762 1,796 16,190
Depreciation (847) (271) (24) (16) (1,158)
Amortisation (2,137) (1,096) (13) 413 (2,833)
-------------------------------- --------------- --------------- --------------- ---------------- ---------------
Operating profit/(loss) 2,727 6,554 725 2,193 12,199
Finance income 11 - 15 17 43
Finance costs (35) - - (42) (77)
Income tax (327) (1,064) (170) (305) (1,866)
-------------------------------- --------------- --------------- --------------- ---------------- ---------------
Retained profit/(loss) 2,376 5,490 570 1,863 10,299
-------------------------------- --------------- --------------- --------------- ---------------- ---------------
Segment assets
Operating assets 38,933 25,849 463 35,101 100,346
Inter-segment assets (99) - - (29,149) (29,248)
-------------------------------- --------------- --------------- --------------- ---------------- ---------------
External operating
assets 38,834 25,849 463 5,952 71,098
Cash 2,980 2,749 698 3,855 10,282
-------------------------------- --------------- --------------- --------------- ---------------- ---------------
Total assets 41,814 28,598 1,161 9,807 81,380
-------------------------------- --------------- --------------- --------------- ---------------- ---------------
Segment liabilities
Operating liabilities 10,167 17,008 129 18,540 45,844
Inter-segment liabilities (5,000) (12,093) - (12,155) (29,248)
-------------------------------- --------------- --------------- --------------- ---------------- ---------------
External operating
liabilities 5,167 4,915 129 6,385 16,596
Borrowings 880 - - - 880
-------------------------------- --------------- --------------- --------------- ---------------- ---------------
Total liabilities 6,047 4,915 129 6,385 17,476
-------------------------------- --------------- --------------- --------------- ---------------- ---------------
Other segmental
information
Non-current assets
- PPE 6,204 4,779 73 1,413 12,469
Non-current assets
- Intangibles 27,026 13,638 91 1,018 41,773
PPE- additions 501 659 47 13 1,220
Intangible assets -
additions 506 126 - - 632
-------------------------------- --------------- --------------- --------------- ---------------- ---------------
* Adjusted EBITDA excludes exceptional items and share-based payments.
'Other' primarily relates to the holding company and head office
costs.
Disclosure of Group revenues by geographic location of customer
is as follows:
2019 2018
GBP'000 GBP'000
------------------------------------- ------------- -----------------
Americas
United States of America 19,955 18,253
Rest of Americas 3,947 3,925
Europe, Middle East and Africa
(EMEA)
Germany 6,268 6,208
United Kingdom 435 324
Rest of Europe 3,484 3,583
Russia 3,066 2,687
Middle East 1,771 1,467
Africa 1,482 1,229
Asia and Rest of World
China 822 994
Rest of Asia 3,578 3,751
New Zealand/Australia 109 122
------------------------------------- ------------- -----------------
Total revenue 44,917 42,543
------------------------------------- ------------- -----------------
One external customer represented 11.4% of revenues in 2019
(2018: 10.2%)
4. Exceptional items
Included within administrative expenses are exceptional items as
shown below:
2018
2019
Note GBP'000 GBP'000
- Warranty claim a 367 31
- Business reorganisation
costs b (29) (120)
- A Webb loan c - 90
- Net receipt from legal
action d - 97
- Renalytix e - 6,356
-------------------------------- ---------- --------------- ------------------
Exceptional items 338 6,454
-------------------------------------------- --------------- ------------------
a) Estimated warranty claim in relation to the acquisition of
EKF-diagnostic GmbH increased because of higher share price.
b) Restructuring costs, mainly redundancy and notice costs,
associated in 2019 and 2018 with the closure of EKF's Polish
facility and other restructuring activities.
c) Following settlement with Mr A Webb, the balance of the loan
made by him in relation to the molecular diagnostic business has
been written back.
d) Receipt from legal action against a customer net of legal costs.
e) The net profit made by the Group in relation to the Renalytix transaction.
5. Income tax charge
Group
2019 2018
GBP'000 GBP'000
-------------------------------------------- -------------- --------------------
Current tax:
Current tax on profit/ the year 2,096 2,248
Adjustments for prior periods (94) 5
-------------------------------------------- -------------- --------------------
Total current tax 2,002 2,253
-------------------------------------------- -------------- --------------------
Deferred tax (note 27):
Origination and reversal of temporary
differences (416) (387)
-------------------------------------------- -------------- --------------------
Total deferred tax (416) (387)
-------------------------------------------- -------------- --------------------
Income tax charge 1,586 1,866
-------------------------------------------- -------------- --------------------
6. Earnings per share
a) Basic
Basic earnings per share is calculated by dividing the profit
attributable to owners of the parent by the weighted average number
of Ordinary Shares in issue during the year.
2019 2018
GBP'000 GBP'000
------------------------------------------ ----------------- -----------------------
Profit attributable to owners of
the parent 3,678 10,110
------------------------------------------ ----------------- -----------------------
Weighted average number of Ordinary
Shares in issue 454,093,227 457,207,272
------------------------------------------ ----------------- -----------------------
Basic profit per share 0.81 pence 2.21 pence
------------------------------------------ ----------------- -----------------------
b) Diluted
Diluted earnings per share is calculated by adjusting the
weighted average number of Ordinary Shares outstanding assuming
conversion of all dilutive potential Ordinary Shares. The Company
has one category of dilutive potential ordinary shares being share
options.
2019 2018
GBP'000 GBP'000
-------------------------------------- ----------------- -----------------
Profit attributable to owners of
the parent 3,678 10,110
Weighted average diluted number
of Ordinary Shares 458,414,273 461,489,617
-------------------------------------- ----------------- -------------------
Diluted profit per share 0.80 pence 2.19 pence
-------------------------------------- ----------------- -------------------
2019 2018
------------------------------------------------------ ------------------- ----------------
Weighted average number of Ordinary
Shares in issue 454,093,227 457,207,272
Adjustment for:
- Assumed conversion of share
awards 277,106 238,405
- Assumed payment of equity deferred
consideration 4,043,940 4,043,940
------------------------------------------------------ ------------------- ----------------
Weighted average number of Ordinary
Shares including potentially
dilutive shares 458,414,273 461,489,617
6. Intangible Fixed Assets
Trademarks,
trade name Customer Trade Development
and relationships secrets costs Software Total
Goodwill licences GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
GBP'000 GBP'000
------------------- -------------- ----------------- ------------------- ---------------- ----------------- -------------- -------------
Cost
At 1 January
2018 26,999 3,169 15,721 18,987 9,210 - 74,086
Additions - 73 - - 559 - 632
Disposals - - - - (646) - (646)
Exchange
differences 544 15 573 172 239 - 1,543
------------------- -------------- ----------------- ------------------- ---------------- ----------------- -------------- -------------
At 31 December
2018 27,543 3,257 16,294 19,159 9,362 - 75,615
------------------- -------------- ----------------- ------------------- ---------------- ----------------- -------------- -------------
Accumulated
amortisation
At 1 January
2018 2,603 2,174 7,881 11,672 6,156 - 30,486
Exchange
differences 28 (18) 262 91 160 - 523
Charge for the
year - 340 1,346 928 219 - 2,833
At 31 December
2018 2,631 2,496 9,489 12,691 6,535 - 33,842
------------------- -------------- ----------------- ------------------- ---------------- ----------------- -------------- -------------
Net book value
At 31
December
2018 24,912 761 6,805 6,468 2,827 - 41,773
------------------- -------------- ----------------- ------------------- ---------------- ----------------- -------------- -------------
Cost
At 1 January
2019 27,543 3,257 16,294 19,159 9,362 - 75,615
Additions - 171 - - 527 259 957
Transfer - (42) - - - 42 -
Disposals - - - - (462) - (462)
Exchange
differences (1,172) (587) (714) (723) (367) (2) (3,565)
------------------- -------------- ----------------- ------------------- ---------------- ----------------- -------------- -------------
At 31 December
2019 26,371 2,799 15,580 18,436 9,060 298 72,545
------------------- -------------- ----------------- ------------------- ---------------- ----------------- -------------- -------------
Accumulated
amortisation
At 1 January
2019 2,631 2,496 9,489 12,691 6,535 - 33,842
Disposals - - - - (462) - (462)
Exchange
differences (81) (374) (405) (426) (245) - (1,531)
Charge for
the
year - 267 1,274 876 512 - 2,929
At 31
December
2019 2,550 2,389 10,358 13,141 6,340 - 34,778
------------------- -------------- ----------------- ------------------- ---------------- ----------------- -------------- -------------
Net book
value
At 31
December
2019 23,821 410 5,222 5,295 2,720 298 37,767
------------------- -------------- ----------------- ------------------- ---------------- ----------------- -------------- -------------
8. Dividends
The Directors propose the payment of a dividend of 1p per EKF
Ordinary share held on 6 November 2020. Payment will be made on 1
December 2020.
In 2018 the Company made a distribution in specie whereby the
Company's shareholding in Renalytix AI plc was distributed to
ordinary shareholders of the Company at a total value of
GBP7,027,000. The fair value per EKF share was 1.5357p.
9. Cash generated by operations
Group
-----------------------------------
2019 2018
GBP'000 GBP'000
--------------------------------------- ------------------ ---------------
Profit/(loss) before tax 5,518 12,165
Adjustments for:
- Depreciation 1,512 1,158
- Amortisation 2,929 2,833
- Warranty claim (367) (31)
- Loss/(profit) on disposal
of fixed assets 14 13
- Share-based payments 2,118 939
- Escrow cancellation - -
- Profit on sale of Renalytix - (6,356)
- Fair value adjustment 281 42
- Foreign exchange 86 (83)
- Bad debt written (back)/ 212 -
down
- Net finance (income)/costs (15) (8)
- Loan write back - (90)
Changes in working capital
- Inventories 37 (461)
- Trade and other receivables (327) 11
- Trade and other payables (5,479) (271)
--------------------------------------- ------------------ ---------------
Net cash generated by operations 6,519 9,861
--------------------------------------- ------------------ ---------------
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
FR SSFEFMESSEEL
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April 07, 2020 02:00 ET (06:00 GMT)
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