RNS Number : 5836P
RUA Life Sciences PLC
11 December 2024
 

 

 

11 December 2024

 

 

 

RUA Life Sciences plc

("RUA Life Sciences", the "Company" or the "Group")

 

Interim Results

 

RUA Life Sciences, the holding company of a group of medical device businesses focused on the exploitation of the world's leading long-term implantable biostable polymer (Elast-EonTM), today announces its unaudited interim results for the six months ended 30 September 2024.

Highlights:

·      Revenue increased 92% to £1,524k (H1 FY2024: £794k)

·      Strong Gross profit margin growing from 78% to 83%

·      Strategic purchase of Abiss - £1.1m assets purchased for £68k

·      Profit before taxation - £631k (H1 FY2024: Loss £1,396k) 

·    Cash burn over half year significantly reduced

·    Cash balance £3,779k (30 September 2023: £493k, 31 March 2024: £3,931k) 

 

Geoff Berg, Chairman of RUA Life Sciences, commented:

"The focus of management has been to maximise revenue from Contract Manufacturing, reduce costs and secure deals for longer term growth. Success has been demonstrated in each of these areas which together with the Abiss purchase has resulted in a profit being reported for the period, marking a significant milestone."

 

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the UK version of the EU Market Abuse Regulation (2014/596), which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented from time to time.

 

 

 

For further information contact:

 

RUA Life Sciences                                                                                     Tel: +44 (0)1294 317073  

Geoffrey Berg, Non-Executive Chairman                                                

Bill Brown, Chief Executive                                                                   

Lachlan Smith, Group Chief Financial Officer

 

 

Cavendish Capital Markets Limited

(Nominated Adviser and Broker)                                                             Tel: +44 (0)20 7220 0500

Giles Balleny/Dan Hodkinson (Corporate Finance)                                  

Charlie Combe (Broking)

Michael Johnson (Sales)

 

About RUA Life Sciences

RUA Life Sciences plc is the ultimate parent company of the Group, whose principal activities comprise exploiting the value of its IP & know-how, medical device contract manufacturing and development of medical devices.

CHAIRMAN'S STATEMENT

 

At this time last year, the company outlined a strategy focused on achieving short-term profitability by expanding contract manufacturing and leveraging the commercialising of R&D efforts undertaken in recent years. I am pleased to report good progress towards this goal during the six months ended 30 September 2024 (the "period"), along with the establishment of strong foundations for future growth.

On 6 September 2024, the Group completed the strategic acquisition of the Abiss Group, a medical device manufacturer based in France, with a subsidiary in Poland specialising in the distribution of medical devices. The results presented include the consolidation of the Abiss group from the date of acquisition.

Taking into account the progress made on delivering on strategy and the initial benefits of the strategic acquisition of Abiss, it is pleasing to be able to report a consolidated profit of £636,000 for the period.

Unaudited interim results for the six months to 30 September 2024

Consolidated revenues for the Group increased 92% from £794k to £1,524k in the period. Of the revenues achieved, £238k (H1 2023 £199k) was represented by the Group's Biomaterials business, which enjoyed year-on-year growth of 20%. Other revenues delivered from the sale of Medical Devices and Components increased 116% from £595k to £1,286k in the period.

It is recognised that revenues in the comparative period were adversely affected by delays in shipments which were recovered in the second half of the year. A more appropriate comparator is the average revenues across each of the two half years in FY24 of £840k. Against this more challenging comparator, revenue growth from the Sale of Medical Devices and Components was 53% including the benefit of the Abiss group or 47% on a like-for-like basis.

Gross Profit margins continued to improve from the 78% achieved in the first half of FY24 and 81% over FY24, to 83% in the period. The gross profit margin achieved from Medical Devices and Components was 80% in the period compared to 76% in the comparative period.

Administrative expenses were reduced by £326k (16%) from £2,020k (H1 24) to £1,694k in the first half of the current year. The like-for-like reduction in costs (excluding Abiss) was £375k.

Included in other income for the period is the initial bargain purchase gain from the acquisition of the Abiss group. The profit on acquisition is £1,062,000, representing the excess of the book value of assets acquired over the purchase price of £68,000. An exercise to calculate the fair value of assets purchased, including any intangible assets identifiable, is currently being undertaken, and the final acquisition accounting adjustments will be included in the second interim period to 31 March 2025. As plant, machinery and other fixed assets utilised in the business have a current written down value of only £23k compared to the original cost of £730k, it is anticipated that a further bargain purchase gain will be recognised at the second interim period to 31 March 2025.

Balance Sheet Strengthened

The Group's drive to profitability, together with the Abiss acquisition has had a positive impact on the balance sheet of the Group. Cash at 30 September amounted to £3,779k, a net reduction of only £152k over the period compared to reductions of £523k (excluding proceeds of the equity issue) in the second half of FY24 and £976k in the comparative period. Total Assets increased £1,637k over the period with the £833k increase in liabilities (attributable to the acquisition of Abiss group) resulting in a net increase in equity of £682k from £7,182k to £7,864k over the period.

RUA Vascular and Structural Heart

The objectives for RUA Vascular and Structural Heart are to find alternative ways to fund the remaining regulatory pathway for the polymer sealed graft products and to introduce the Group's heart valve leaflet material (AurTexTM) to the wider industry as a realistic alternative to animal tissue in heart valves.

As noted in the trading update of 30 October 2024, while the AurTex materials tested under the Company's Material Transfer Agreement ("MTA") with a heart valve company successfully met all the expected results for the tests undertaken, at this point, it is not expected to lead to a commercial agreement due to current priorities of the Company's MTA partner.  Notwithstanding this, the results of the MTA have confirmed the management's belief in the potential for AurTex.

The team working on the vascular project has continued to make good progress with significant improvements made in the handling of the graft to address feedback from potential partners.

Several opportunities are being pursued for each of the Vascular and Structural Heart businesses, and further updates will be made as appropriate.

Abiss Acquisition

RUA was introduced to the Abiss Group ("Abiss") by our major customer around a year ago. The former parent company of Abiss had been placed into liquidation by the French Courts, and our customer was motivated to ensure a seamless continuity in the supply of products and devices supplied to it by Abiss. The Abiss Group comprises two European businesses: Abiss France and Abiss Poland. Abiss France is a CE mark holder of a number of medical devices and is a licensor and subcontract manufacturer of devices. Abiss Poland is a 60% subsidiary of Abiss France and is a distributor of gynaecological and urology devices into hospitals. In Poland, Abiss holds a market-leading position in Stress Urinary Incontinence (SUI) and pelvic floor repair. Around 70% of the revenues generated by Abiss France were dependent upon sales to the major customer.

Having reviewed the future product demand from the major customer and satisfied ourselves on any product liability issues, RUA agreed to participate in a formal auction process to acquire the entire issued share capital of Abiss France. The Abiss group was sold as a going concern. Although financial information was made available by Abiss, detailed financial due diligence was not possible nor were any warranties on the purchase available from the French courts. However, the strong relationship that RUA has with its customer provided it with significant comfort on matters which might be perceived as risks by other bidding parties. As a result, RUA's offer of €80,000 for the share capital of Abiss France was the highest bid and was accepted by the French courts with the purchase completing on 6 September 2024.

Strategic Integration

There are many similarities between Abiss and RUA's Contract Manufacturing business unit, not least the customer relationship. Going forward, it is anticipated that Abiss will be reported as part of the expanded Medical Devices and Components business unit. The acquisition has enabled us to achieve our stated objective of doubling the scale of this business unit, with many other opportunities for further growth. The acquisition of Abiss came with a €900k order backlog due to a shortage of packaging materials, and the short-term priority has been to catch up with those orders, which are expected to be completed in the second interim period. The objective for the enlarged business unit and Abiss specifically is to grow revenues through broadening the product range offered to the division's largest customer. RUA has held unexploited IP related to integrating Elast-EonTM into SUI devices to address the complications occasionally suffered by patients.

Change of accounting reference date

The Group announced on 30 October 2024, that it will be changing its accounting reference date and financial year end from 31 March to 30 September. Going forward, interim and annual accounts will be prepared and published for the six months ending 31 March and the twelve months ending 30 September, respectively.

The Company has changed its financial year end to better guide business planning and international business unit assimilation.

As a result of this change, the Company's future reporting calendar is expected to be as follows:

·      Publication of unaudited accounts for the 12-month period ending 31 March 2025 in mid-June 2025.

·    Publication of audited accounts for the 18-month period ending 30 September 2025 by end of January 2026.

·     Publication of unaudited interim accounts for the six-month period ending 31 March 2026 in mid-June 2026; and

·      Publication of audited accounts for the 12-month period ending 30 September 2026 by the end of January 2027.

 

Conclusion and Outlook

The focus of management has been to maximise revenue from Contract Manufacture, reduce costs and secure deals for longer term growth. Success has been demonstrated in each of these areas which together with the Abiss purchase has resulted in a profit being reported for the period, marking a significant milestone.

The Group's development is centred on two key platforms: leveraging its intellectual property (IP) and advancing subcontract development and manufacturing of medical devices. Recent priorities have focused on strengthening the solid financial foundation established through last year's equity fundraise by elevating Contract Manufacturing to the next level.

The targets for the Group's graft IP and AurTex are to commercialise the investment made to date to license the Group's IP and to generate revenues through the manufacture of devices and components based on the Group's graft and AurTex technology.

 

 

Geoff Berg, Chairman
10 December 2024



 

CONDENSED INTERIM CONSOLIDATED STATEMENT OF PROFIT OR LOSS

 



Unaudited


Unaudited


Audited


Note

Six months to 30 Sep 2024

GB£000

 

Six months to 30 Sep 2023

GB£000

 

Twelve months to 31 Mar 2024

GB£000

Revenue

3

1,524


794


2,191

Cost of sales


(255)


(178)


(415)

Gross profit


1,269


616


1,776

Other income

4

1,090


44


79

Administrative expenses


(1,694)


(2,020)


(3,792)

Operating Profit / (loss)


665


(1,360)


(1,937)

Net finance expense


(34)


(36)


(83)

Profit / (Loss) before taxation


631


(1,396)


(2,020)

Taxation (received) / charge


(5)


386


580

Profit / (Loss) for the period

 

636

 

(1,010)


(1,440)



 





Other comprehensive income:


 





Currency translation differences


(2)


-


-

Total comprehensive income for the period


634


(1,010)


(1,440)



 





Total comprehensive income for the period is attributable to:


 





Equity holders of the parent


632


(1,010)


(1,440)

Non-controlling interests


2


-


-



634


(1,010)


(1,440)

Profit / (Loss) per share:


 





Basic & Diluted (GB Pence per share) 


1.03


(4.55)


(4.29)

 



 

CONDENSED INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION



Unaudited


Unaudited


Audited

 

Note

30 Sep 2024

GB£000

 

30 Sep 2023

GB£000

 

31 Mar 2024

GB£000

Assets

 






Non-current assets







Goodwill

5

301


301


301

Other intangible assets

6

569


445


419

Property, plant and equipment

7

3,028


2,621


2,456

Total non-currents assets


3,898

 

3,367

 

3,176

 







Current assets







Inventories

8

1,112


139


112

Trade and other receivables

9

1,017


755


950

Cash and cash equivalents

10

3,779


493


3,931

Total current assets


5,908

 

1,387

 

4,993

 


 

 

 

 

 

Total assets

 

9,806

 

4,754

 

8,169

 

 

 

 

 

 

 

Equity







Issued capital


3,103


1,109


3,103

Share premium


13,709


11,729


13,709

Capital redemption reserve


11,840


11,840


11,840

Reserves


(1,438)


(1,389)


(1,485)

Profit and loss account


(19,351)


(19,555)


(19,985)

Total equity attributable to equity holders of the parent company


7,864

 

3,734

 

7,182

Non-controlling interests


123

 

-

 

-

Total Equity


7,986

 

3,734

 

7,182

 

 

 

 

 

 

 

Liabilities







Non-current liabilities

 






Borrowings

11

70


150


132

Lease liabilities

11

696


169


140

Deferred tax


69


80


74

Other Liabilities


72


101


87

Total non-current liabilities


907

 

500

 

433

 

 

 

 

 

 

 

Current liabilities







Borrowings

11

247


29


31

Lease liabilities

11

163


97


86

Trade and other payables

12

474


354


408

Other liabilities


29


40


29

Total current liabilities


913

 

520

 

554

 


 

 

 

 

 

Total liabilities


1,820

 

1,020

 

987

 


 

 

 

 

 

Total equity and liabilities


9,806

 

4,754

 

8,169

 



 

CONDENSED INTERIM CONSOLIDATED CASH FLOW STATEMENT

 


Unaudited


Unaudited


Audited


Six months to

 

Six months to

 

Twelve months to

 

30 Sep 2024

 

30 Sep 2023

 

31 March 2024

 

GB£000

 

GB£000

 

GB£000

Cash flows from operating activities:

 





Group Profit / (Loss) after tax

636


(1,010)


(1,440)

Adjustments for:

 





Gain on bargain purchase

(1,062)


-


-

Amortisation of intangible assets

36


25


51

Depreciation of property, plant and equipment

142


160


313

Share-based payments

49


61


(35)

Net finance costs

34


36


83

Tax credit in year

-


(381)


(580)

(Increase)/decrease in trade and other receivables

219


214


(362)

(Increase)/decrease in inventories

(34)


(58)


(31)

Taxation received

(5)


(5)


569

(Increase)/decrease in trade and other payables

(238)


75


104

Net cash flow from operating activities

(223)


(883)


(1,328)

 

 





Cash flows from investing activities:

 





Purchase of property plant and equipment

(35)


(42)


(55)

Proceeds from disposal of tangible assets

-


-


25

Acquisition of subsidiary (net of cash acquired)

208


-


-

Interest paid

(19)


(21)


(55)

Interest received

23


-


-

Net cash flow from investing activities

177


(63)


(85)

 

 





Cash flows from financing activities:

 





Proceeds from borrowing

8


33


7

Repayment of borrowings and leasing liabilities

(71)


(63)


(93)

Proceeds from share issue

 


 


3,974

Net cash flow from financing activities

(63)


(30)


3,888

 

 





Net increase / (decrease) in cash and cash equivalents

(109)


(976)


2,475

Cash and cash equivalents at beginning of year

3,931


1,484


1,484

Effect of foreign exchange rate changes

(43)


(15)


(28)

Cash and cash equivalents at end of the period

3,779


493


3,931

 

 

CONDENSED  INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY








 


Issued Share capital

Share premium

Capital Redemption Reserve

Other reserve

Translation Reserve

Non- Controlling Interest

Profit and loss account

Total equity

 

GB£000

GB£000

GB£000

GB£000

GB£000

GB£000

GB£000

GB£000

Balance at 31 March 2023

1,109

11,729

11,840

(1,450)

-

-

(18,545)

4,683

Share based payments

-

-

-

61

-

-

-

61

Transactions with owners

-

-

-

61

-

-

-

61

Total comprehensive income for the period

-

-

-

-

-

-

(1,010)

(1,010)

Balance at 30 September 2023

1,109

11,729

11,840

(1,389)

-

-

(19,555)

3,734

Shares Issued (Net of Expenses)

1,994

1,980


-

-

-

-

3,939

Share based payments

-

-

-

(96)

-

-

-

(35)

Transactions with owners

-

-

-

(96)

-

-

-

(35)

Total comprehensive income for the period

-

-

-

-

-

-

(430)

(430)

Balance at 31 March 2024

3,103

13,709

11,840

(1,485)

-

-

(19,985)

7,182

Share based payments

-

-

-

49

 


-

49

Transactions with owners

-

-

-

49

-

-

-

49

Adjustment to NCI from foreign entity acquisition

-

-

-

-

-

121

-

121

Total comprehensive income for the period

-

-

-

-

(2)

2

634

634

Balance at 30 September 2024

3,103

13,709

11,840

(1,436)

(2)

123

(19,351)

7,986



 

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

1.   Reporting entity

 

The interim consolidated financial statements cover the consolidated entity RUA Life Sciences plc and the entities it controlled at the end of, or during, the interim period to 30 September 2024 ("the Group").

 

RUA Life Sciences plc ("the Company") is a public limited company and is domiciled and incorporated in Scotland with number SC170071. The Company is listed on the AIM market of the London Stock Exchange (ticker: RUA, ISIN: GB0033360586)

 

The registered office is

c/o Davidson Chalmers Stewart LLP

163 Bath Street

Glasgow

G2 4SQ.

 

RUA Life Sciences plc is the ultimate parent company of the Group, whose principal activities are contract design and manufacture of medical devices and exploiting the value of its IP and know-how.

 

 

2.   Basis of preparation

 

These condensed consolidated interim financial statements are for the six months ended 30 September 2024 and have been prepared with regard to the requirements of IAS 34 on "Interim Financial Reporting".  They do not include all of the information required for full financial statements and should be read in conjunction with the audited consolidated financial statements of the Group for the year ended 31 March 2024.

 

The financial information for the six months ended 30 September 2024 and the comparative figures for the six months ended 30 September 2023 are unaudited.  They have been prepared on the basis of the accounting policies set out in the consolidated financial statements of the Group for the year ended 31 March 2024 and, on the recognition, and measurement principles of IFRS in issue as effective at 30 September 2024. The accounting policies have been applied consistently throughout the Group for the purposes of preparation of these condensed consolidated interim financial statements.

 

The figures for the year ended 31 March 2024 have been extracted from the audited statutory accounts which were approved by the Board of Directors on 23 July 2024, prepared under IFRS. The Independent Auditor's Report on the Report and Financial Statements for the year ended 31 March 2023 was unqualified but did draw attention to Note 1 of those financial statements which explains that the Group and Parent Company's ability to continue as a going concern is dependent on the execution of its business plan together with its ability to raise sufficient capital to meet capital and liquidity requirements.  The auditors report did not contain any statements under sections 498(2) or 498(3) of the Companies Act 2006.

 

The financial information is presented in pounds Sterling which is the functional and presentational currency of the Company. Balances are rounded to the nearest thousand (£'000) except where otherwise indicated.

 

The Interim Financial Statements were approved by the Board of Directors on 10 December 2024.

 

 

Going concern

 

The Directors have considered the applicability of the going concern basis in the preparation of the financial statements. This included the review of financial results, internal budgets and cash flow forecasts for the period of at least 12-months following the date of approval of these interim financial statements (the "Going Concern Period").

In assessing whether the going concern assumption is appropriate, the directors have considered the Group's existing working capital and are of the opinion that the Group has adequate resources to undertake its planned program of activities for the 12 months from the date of approval of these financial statements.

 

Principal Risks and Uncertainties

The principal risks and uncertainties affecting the business activities of the Group remain those detailed on pages 22-24 of the Annual Report 2024, a copy of which is available on the Company's website www.rualifesciences.com 

 

Profit/(Loss) per share

Profit/(Loss) per share has been calculated on the basis of the result for the period after tax, divided by the weighted average number of ordinary shares in issue in the period of 62,060,272.  (30 September 2023: 22,184,798 and 31 March 2024: 33,546,577).

 

 



 

3.   BUSINESS SEGMENTS AND REVENUE ANALYSIS

The principal activity of the RUA Life Sciences Group comprises exploiting the value of its IP & know-how, medical device manufacturing and development of cardiovascular devices.

 

Following the acquisition of the ABISS Group on 6th September 2024 and an internal organisation and reporting review, the Board has decided to rename the business segment Contract Manufacturing to Medical Devices and Components to more accurately describe it. This change incorporates revenues generated from contract manufacturing of medical devices, manufacturing and sale & distribution of medical devices into a single reporting segment. This change is consistent with both how the business will be managed and be reported internally in the future. The following analysis by segment is presented in accordance with IFRS 8 on the basis of those segments whose operating results are regularly reviewed by the Chief Operating Decision Maker (considered to be the Chief Executive Officer) to assess performance and make strategic decisions about the allocation of resources. Segmental results are calculated on an IFRS basis.

 

A brief description of the segments of the business is as follows:

 

·      Biomaterials - Licensor of Elast-EonTM polymers to the medical device industry.

·   Medical Devices and Components - End-to-end contract developer, manufacturer, and seller of medical devices and implantable fabric specialist.

·    Vascular - Development and commercialisation of the Group's Elast-Eon sealed Vascular Graft products.

·      Structural Heart - Development of the Group's Elast-Eon composite heart valve material AurTexTM.

 

Operating results which cannot be allocated to an individual segment are recorded as central and unallocated.

 

Segment revenue represents revenue from external customers arising from sale of goods and services. Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.

 

The Group's revenue from continuing operations to destinations outside the UK amounted to 100% (6 months to 30 September 2023: 100%; year to 31 March 2024: 100%). The revenue analysis below is based on the country of registration of the customer:

 

 

 


Analysis of revenue by geographical location

Unaudited


Unaudited


Audited


Six months to 30 Sep 2024

GB£000

 

Six months to 30 Sep 2023

GB£000

 

Twelve months to 31 Mar 2024

GB£000

Israel

28


26


50

Italy

-


19


38

Switzerland

-


-


158

France

6


-


-

Poland

33


-


-

USA

1,457


749


1,945

Total

1,524


794


2,191

 

 

 

 

 



 

The Group's revenue for six months to 30 September 2024 is segmented as follows:

 

Analysis of revenue by income stream

 

 

 

 

 

 


Unaudited

Unaudited

Unaudited

Unaudited

Unaudited

Unaudited



Biomaterials

Medical Devices & Components


Vascular

Structural Heart

Central and unallocated

Total


GB£000

GB£000

GB£000

GB£000

GB£000

GB£000

Manufacture and sale of

Medical Devices

-

1,286

-

-

-

1,286

Royalty revenue

238

-

-

-

-

238

Total

238

1,286

-

-

-

1,524

 

 

Analysis of revenue by geographical location

 

 

 

 

 

 

 

Unaudited

Unaudited

Unaudited

Unaudited

Unaudited

Unaudited



Biomaterials

Medical Devices & Components


Vascular

Structural Heart

Central and unallocated

Total


GB£000

GB£000

GB£000

GB£000

GB£000

GB£000

Israel

28

-

-

-

-

28

Italy

-

-

-

-

-

-

USA

210

1,247

-

-

-

1,457

France

-

6

-

-

-

6

Poland

-

33

-

-

-

33

Total

238

1,286

-

-

-

1,524

 

 

The Group's revenue for six months to 30 September 2023 is segmented as follows:

 

Analysis of revenue by income stream

 

 

 

 

 

 


Unaudited

Unaudited

Unaudited

Unaudited

Unaudited

Unaudited



Biomaterials

Medical Devices & Components


Vascular

Structural Heart

Central and unallocated

Total


GB£000

GB£000

GB£000

GB£000

GB£000

GB£000

Manufacture and sale of

Medical Devices

-

579

16

-

-

595

Royalty revenue

199

-

-

-

-

199

Total

199

579

16

-

-

794

 

 

Analysis of revenue by geographical location

 

 

 

 

 

 

 

Unaudited

Unaudited

Unaudited

Unaudited

Unaudited

Unaudited



Biomaterials

Medical Devices & Components


Vascular

Structural Heart

Central and unallocated

Total


GB£000

GB£000

GB£000

GB£000

GB£000

GB£000

Israel

26

-

-

-

-

26

Italy

-

19

-

-

-

19

USA

173

560

16

-

-

749

Total

199

579

16

-

-

794

 



 

 

The Group's revenue for 12 months to 31 March 2024 is segmented as follows:

 

Analysis of revenue by income stream

 

 

 

 

 

 


Unaudited

Unaudited

Unaudited

Unaudited

Unaudited

Unaudited



Biomaterials

Medical Devices & Components


Vascular

Structural Heart

Central and unallocated

Total


GB£000

GB£000

GB£000

GB£000

GB£000

GB£000

Manufacture and sale of

Medical Devices

-

1,679

16

-

-

1,695

Royalty revenue

496

-

-

-

-

496

Total

496

1,679

16

-

-

2,191

 

 

Analysis of revenue by geographical location

 

 

 

 

 

 

 

Unaudited

Unaudited

Unaudited

Unaudited

Unaudited

Unaudited



Biomaterials

Medical Devices & Components


Vascular

Structural Heart

Central and unallocated

Total


GB£000

GB£000

GB£000

GB£000

GB£000

GB£000

Switzerland

158

-

-

-

-

158

Israel

50

-

-

-

-

50

Italy

-

38

-

-

-

38

USA

288

1,641

16

-

-

1,945

Total

496

1,679

16

-

-

2,191

 

 

 

The Group's Segmental analysis for six months to 30 September 2024 is segmented as follows:


Unaudited

Unaudited

Unaudited

Unaudited

Unaudited

Unaudited



Biomaterials

Medical Devices & Components


Vascular

Structural Heart

Central and unallocated

Total


GB£000

GB£000

GB£000

GB£000

GB£000

GB£000

Consolidated group revenues from external customers

238

1,286

-

-

-

1,524

Contributions to group operating loss

215

703

(336)

(205)

288

665

Depreciation

-

57

59

7

19

142

Amortisation of intangible assets

-

32

-

-

4

36

Segment assets

140

3,570

1,096

209

4,791

9,806

Segment liabilities

-

1,270

280

9

261

1,820

Intangible assets - goodwill

-

301

-

-

-

301

Other intangible assets

-

369

139

-

61

569

Additions to non-current assets

-

29

2

2

2

35

 

 

 

 

 

 

 

The Group's Segmental analysis for six months to 30 September 2023 is segmented as follows:


 

 

 

 

 

 


Unaudited

Unaudited

Unaudited

Unaudited

Unaudited

Unaudited



Biomaterials

Medical Devices & Components


Vascular

Structural Heart

Central and unallocated

Total


GB£000

GB£000

GB£000

GB£000

GB£000

GB£000

Consolidated group revenues from external customers

199

579

16

-

-

794

Contributions to group operating loss

166

305

(602)

(215)

(1,014)

(1,360)

Depreciation

-

27

99

9

25

160

Amortisation of intangible assets

-

22

-

-

3

25

Segment assets

103

1,329

1,225

165

1,930

4,752

Segment liabilities

-

220

407

19

374

1,020

Intangible assets - goodwill

-

301

-

-

-

301

Other intangible assets

-

237

139

-

69

445

Additions to non-current assets

1

-

3

-

38

42

 

 

The Group's Segmental analysis for 12 months to 31 March 2024 is segmented as follows:


 

 

 

 

 

 


Unaudited

Unaudited

Unaudited

Unaudited

Unaudited

Unaudited



Biomaterials

Medical Devices & Components


Vascular

Structural Heart

Central and unallocated

Total


GB£000

GB£000

GB£000

GB£000

GB£000

GB£000

Consolidated group revenues from external customers

496

1,679

16

-

-

2,191

Contributions to group operating loss

421

931

(1,009)

(465)

(1,816)

(1,938)

Depreciation

-

135

116

17

45

313

Amortisation of intangible assets

-

43

-

-

8

51

Segment assets

225

1,527

1,013

149

5,065

7,979

Segment liabilities

5

218

383

22

358

986

Intangible assets - goodwill

-

301

-

-

-

301

Other intangible assets

-

216

139

-

64

419

Additions to non-current assets

-

14

3

-

38

55

 

 

 

4.     BUSINESS COMBINATIONS

 

On 6 September 2024, RUA Life Sciences acquired the assets of Analytic Biosurgical Solutions SAS, ("Abiss") for a cash consideration of £68,000 (€80,000) through a transaction facilitated by the French courts. Abiss was part of a wider medical devices group which went into insolvent liquidation in June 2021 because of the impacts of Covid. Although the parent company was in liquidation, Abiss itself was not placed in receivership/liquidation. Abiss has continued to trade solvently and has traded within its own financial resources. There is no future, deferred or contingent consideration due on this transaction. Further details of the acquisition are detailed in the Chairmans statement.

 

As part of the acquisition, the net identifiable assets' carrying value was determined to be £1,130,000, which exceeds the total consideration transferred of £68,000. Consequently, a gain on a bargain purchase of £1,062,000 has been recognised in profit or loss as of the acquisition date.

 

This gain reflects the favourable terms of the transaction, arising primarily from the purchase through court proceedings at a value significantly below the fair value of the assets acquired. Due to the timing and nature of the transaction, no fair value adjustments have been made to the assets acquired, and the amounts presented represent the carrying values at the date of acquisition. Thus, the accounting is currently provisional. The Group intends to complete a thorough review of the fair value of the acquired assets and liabilities during the annual reporting process for the 18-month period ending 30 September 2025, as permitted under IFRS 3-Business Combinations.

 

The ABISS Group had an operating loss from the date of acquisition to 30 September 2024 of £40,000. Abiss was impacted by supply chain challenges, resulting in back orders expected to be completed in the second interim period. Cash consumed in operating activities since the acquisition date amounted to £55,000.

Details of the Acquisition:

·      Date of Acquisition: 6 September 2024

·      Consideration Transferred: £68,000

·      Carrying Value of Identifiable Net Assets Acquired: £1,130,000

·      Gain on Bargain Purchase: £1,062,000

·      Recognition of Gain: Included under "Other Income" in the Statement of Comprehensive Income for the period ended 30 September 2024

 

The fair value assessment of the net assets acquired is provisional and subject to adjustments as the Group finalises the purchase price allocation. Any changes to this assessment will be reported in the annual reporting process for the year ending 30 September 2025 in accordance with IFRS 3 - Business Combinations.

 

Details of the consideration paid and the fair value of net assets acquired are as follows:

 


ABISS Group


Provisionally recognised carrying value on acquisition


GB£000

Consideration paid

68



Less:


Intangible Assets

186

Property, Plant and Equipment

660

Trade receivables

286

Inventory

115

WIP

851

Cash

275

Trade payables

(290)

Other interest-bearing loans and borrowings

(832)



Non-Controlling Interest

(121)

Carrying value of net assets acquired

1,130



Gain on bargain purchase

1,062

 

 

 

5.     GOODWILL

 

The final valuation following the acquisition of RUA Medical Devices Limited gave rise to adjustments being required to the value of intangibles recognised in the Interim Report for the six months ended 30 September 2020, and lead to the following goodwill being recognised:

 

No impairment review has been carried out in the six-month period.

 

 

 

GB£000

Gross carrying amount


Balance at 30 September 2023

301

Balance at 31 March 2024

301

Balance at 30 September 2024

301

 


 

6.     OTHER INTANGIBLE ASSETS

 


Development costs

Intellectual property

Customer Related (CM)

Technology Based (CM)

     Total

 

GB£000

GB£000

GB£000

GB£000

GB£000

Gross carrying amount

 





At 31 March 2023

337

3,325

247

141

4,050

Additions

-

-

-

-

-

At 30 September 2023

337

3,325

247

141

4,050

Additions

-

-

-

-

-

At 31 March 2024

337

3,325

247

141

4,050

Additions

179

-

-

6

185

At 30 September 2024

516

3,325

247

147

4,235

 






Amortisation and impairment

 





At 31 March 2023

337

3,114

87

42

3,580

Charge

-

3

15

7

25

At 30 September 2023

337

3,117

102

49

3,605

Charge

-

5

14

7

26

At 31 March 2024

337

3,112

116

56

3,631

Charge

10

3

15

7

35

At 30 September 2024

347

3,125

131

63

3,666

 






Net book value

 





At 31 March 2023

-

211

160

99

470

At 30 September 2023

-

208

145

92

445

At 31 March 2024

-

203

131

85

419

At 30 September 2024

169

200

116

84

569

 



 

7.   PROPERTY, PLANT AND EQUIPMENT

 

 

 

 

Land & Buildings

Assets Under Construction

Plant & Machinery

Office Equipment

Motor Vehicles

Total

 

GB£000

GB£000

GB£000

GB£000

GB£000

GB£000

Cost

 

 

 

 

 

 

At 31 March 2023

1,335

142

1,905

95

25

3,502

Additions

-

-

7

2

33

42

At 30 September 2023

1,335

142

1,912

97

58

3,544

Transfer of Assets

-

(142)

142

-

-

-

Additions

-

-

11

2

-

13

Disposals

-

-

-

-

(25)

(25)

At 31 March 2024

1,335

-

2,065

99

33

3,532

Transfer of Assets

-

-

-

-

-

-

Additions

654

-

55

3

1

713

At 30 September 2024

1,989

-

2,120

102

34

4,245

 






 

Depreciation






 

At 31 March 2023

180

-

509

50

24

763

Charge

20

-

127

7

6

160

At 30 September 2023

200

-

636

57

30

923

Charge

33

-

109

8

3

153

At 31 March 2024

233

-

745

65

33

1,076

Charge

28

-

107

6

-

142

At 30 September 2024

261

-

852

71

33

1,218

 






 

Net book value






 

At 30 September 2023

1,135

142

1,276

40

28

2,621

At 31 March 2024

1,102

-

1,320

34

-

2,456

At 30 September 2024

1,728

-

1,268

31

1

3,028

 

 

Included in the net carrying amount of property plant and equipment are right-of-use assets as follows:

 

 

 


Buildings (Leased)

 

Plant & Machinery (Leased)

 

Motor Vehicles

 

Total

 

GB£000

 

GB£000

 

GB£000

 

GB£000

Cost

 

 

 





At 31 March 2023

-

 

391

 

25

 

416

Additions



-


33

33

At 30 September 2023

-

 

391

 

58

 

449

Additions

-


-


(25)

(25)

At 31 March 2024

-

 

391

 

33

 

424

Additions

653


8


-

661

At 31 September 2024

653

 

399

 

33

 

1,085

 








Depreciation

 

 

 





At 31 March 2023

-

 

48

 

24

 

72

Charge

-


21


5

26

At 30 September 2023

-

 

69

 

29

 

98

Charge

-


9


4

13

At 31 March 2024

-

 

78

 

33

 

111

Charge

5


20


-

35

At 31 September 2024

5

 

98

 

33

 

136

 








Net book value

 

 

 





At 30 September 2023

-


322


29


351

At 31 March 2024

-


313


-


313

At 30 September 2024

648

 

301

 

-

 

949

 

8.  INVENTORIES

Inventories consist of the following:

 

Unaudited


Unaudited


Audited

 

Six months to 30 Sep 2024


Six months to 30 Sep 2023


Twelve months to 31 Mar 2024

 

GB£000


GB£000


GB£000

Raw Materials

194


58


59

Work in Progress

728


65


53

Finished Goods

190


16


-

 

1,112


139


112

 

The cost of inventories recognised as an expense and included in cost of goods sold amounted £36K (2023: £26K).

 

 

9. TRADE AND OTHER RECEIVABLES

 

Unaudited


Unaudited


Audited

 

Six months to 30 Sep 2024


Six months to 30 Sep 2023


Twelve months to 31 Mar 2024

 

GB£000


GB£000


GB£000

Current:






Trade receivables - gross

407

 

98


301

Allowance for credit losses

-

 

-


-

Trade receivables net

407

 

98


301

Tax credit due

189

 

381


189

Prepayments and accrued income

421

 

276


460


1,017

 

755


950

 

 

10.  CASH AND CASH EQUIVALENTS

 

Unaudited


Unaudited


Audited

 

Six months to 30 Sep 2024


Six months to 30 Sep 2023


Twelve months to 31 Mar 2024

 

GB£000


GB£000


GB£000

Cash at bank and in hand

3,779


493


3,931

 

3,779

 

493


3,931

 

 

11. BORROWINGS & LEASE LIABILITIES


Unaudited

 

Unaudited


Audited


Six months to 30 Sep 2024

 

Six months to 30 Sep 2023


Twelve months to 31 Mar 2024


GB£000

 

GB£000


GB£000







Current:

 





Bank loans

247


29


31

Lease Liabilities

163


97


86


410


126


117

Non-current:






Bank loans

70


150


132

Lease Liabilities

696


169


140


766


319


272

 

 


Bank loans

 

Lease liabilities

 

Total

 

GB£000

 

GBP£000

 

GB£000

Repayable in less than 6 months

69


81


150

Repayable in 7 to 12 months

178


82


260

Repayable in 1 to 5 years

70


529


599

Repayable after 5 years

-


167


167

 

317


859


1,176

 

 

£128,230 of bank loans is secured on the property at 2 Drummond Crescent, Irvine, Ayrshire and subject to a bond and floating charge over the Group's assets. Secured bank loans carry a variable rate of interest, which were between 6% and 7.8%.


£188,567 of bank loans is an unsecured government support loan. Unsecured bank loans carry an effective rate of interest at 9%.

 

The lease liabilities are secured by the related underlying assets. Lease borrowings carry fixed rates of interest, ranging between 4.0% and 9.6%.

 

 

 

 

 

 

 

 

Reconciliation of change in lease liabilities:

 

 

 

GB£000

As at 1 April 2023

282



Payment of lease liability - principal

(16)

Payment of lease liability - interest

(12)

Interest expense

12

Additions

-

Disposals

-

As at Sep 2023

266



Payment of lease liability - principal

(42)

Payment of lease liability - interest

(29)

Interest expense

29

Additions

2

Disposals

-

As at 31 March 2024

226

 

 

Payment of lease liability - principal

(47)

Payment of lease liability - interest

(14)

Interest expense

14

Additions

680

Disposals

-

As at 30 September 2024

859

 

12. TRADE AND OTHER PAYABLES

 

Unaudited

 

Unaudited


Audited

 

Six months to 30 Sep 2024

 

Six months to 30 Sep 2023


Twelve months to 31 Mar 2024

 

GB£000

 

GB£000


GB£000

Current liabilities:






Trade payables

115


184


140

Other payables

151


24


46

Accruals and deferred income

208


146


222


474

 

354


408

Other Liabilities (Grant Income)

101

 

141


116

Total Trade and Other Payables

575

 

496


524


Deferred grant income is included within other liabilities in the Consolidated statement of financial position.  £29,000 (2023: £40,000) is included in current liabilities and £72,000 (2023: £101,000) included in Non-current Liabilities.

 

 

13. SUBSEQUENT EVENTS

None to report.

 

 

14.  ISSUED SHARE CAPITAL

The Company's issued share capital as at 30 September 2024 comprises 62,060,272 Ordinary Shares of which none are held in treasury.

 

 

15. INTERIM ANNOUNCEMENT

The interim results announcement was released on 11 December 2024.  A copy of this Interim Report is also available on the Company's website www.rualifesciences.com.

 



 

BOARD OF DIRECTORS AND ADVISORS

 

W Brown - CEO

 

L Smith - Group CFO

 

G Berg - Non-Executive Chairman

 

I Ardill - Non-Executive Director

 

J McKenna - Director of Marketing

 

J Ely - Non-Executive Director

 


 

COMPANY SECRETARY

 

L Smith

 


 

HEAD OFFICE

REGISTERED OFFICE

2 Drummond Crescent

c/o Davidson Chalmers Stewart LLP

Irvine

163 Bath Street

Ayrshire

Glasgow

KA11 5AN

G2 4SQ



web: www.rualifesciences.com


email: info@rualifesciences.com








REGISTRARS


Equiniti Limited


Aspect House


Spencer Road


West Sussex


BN99 6DA




LAWYERS


Davidson Chalmers Stewart


163 Bath Street


Glasgow


G2 4SQ




Burness Paull LLP


50 Lothian Road


Festival Square


Edinburgh


EH3 9WJ






INDEPENDENT AUDITOR


RSM Audit UK LLP


Centenary House


69 Wellington Street


Glasgow


G2 6HG




 

Registered in Scotland, Company No.SC170071

 

Financial statements will be available to Shareholders from the Company Website, along with copies of the announcement.  Dealings permitted on Alternative Investment Market (AIM) of the London Stock Exchange.

 

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