FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2023
Strong revenue increase, 2022 sales backlog cleared and FoodPrint® yields significantly improved;Company firmly on track to meet market expectations for the full yearCNS (AIM: CNSL), the specialist medical diagnostics company focused on promoting a personalised and functional approach to health and nutrition, announces its unaudited interim results for the six months ended 30 September 2023.
To view a full version of the results in PDF format click here
H1 Financial Highlights:
- Revenue increased 44% to £4.9m (H1 2022: £3.4m).
- Gross margin increased to 62.7% (H1 2022: 54.0%), largely due to production efficiencies & product mix
- Adjusted EBITDA1 £0.0m (H1 2022: restated loss £0.4m).
- Loss before tax £0.7m (H1 2022: restated loss £0.8m).
- Loss on discontinued operations £ Nil (H1 2022: restated loss of £1.2m).
- Cash balance £4.4m (H1 2022: £2.7m).
- in operations with FoodPrint® yields significantly improved.
- First USA laboratory commercialising FoodPrint®.
- MyHealth Tracker roll out expanding to all UK customers and installed in one European country.
- Microbiome menu expansion moving into trial phase in UK.
- Creation of a continuous improvement function to build on the work done by Chartwell Consulting.
- Appointment of new independent Non-Executive Director, Carolyn Rand.
- Successful name change to Cambridge Nutritional Sciences Plc (AIM: CNSL), better reflecting the standalone business.
- Company is on track to meet market expectations for the full year.
- Healthy pipeline of sales, adding sales from three new countries with demand expanding via our scientific educational programmes.
- MyHealth Tracker UK customer roll out expected in H2; international roll out to commence in FY25.
- Well-funded to deliver on our strategic objectives.
- Further USA Laboratories expected to commercialise FoodPrint® in FY25.
- The Board remains confident that the Company has a compelling case regarding the dispute with DHSC but there have been no material developments. The Board continues to vigorously pursue its substantial counterclaim for losses incurred.
1Adjusted for exceptional items, amortisation of intangible assets and share based payment charges.
Commenting on the results, Jag Grewal, Chief Executive officer, said:
“The first half of this year delivered encouraging performance in both financial and operational terms. It is particularly reassuring to see improvements in the operational side of the business yielding tangible results. We continue to build a new foundation as a standalone business and believe we have the right strategy and vision to build on a leadership position in the exciting market of personalised health and nutrition.”
I am pleased to report that we have made a positive start over the first half of this fiscal year. The production challenges previously reported have been overcome and we have now cleared the sales backlog. We are delivering on our strategic objectives and have now established ourselves as a standalone business focused on Health and Nutrition under our new name of Cambridge Nutritional Sciences Plc (‘CNS’). The market we serve remains exciting with a significant opportunity for global growth as more people are aware of their personalised health and its link to nutrition.
Revenue increased 44.0% to £4.9m (H1: £3.4m) helped by both production and yield improvements of FoodPrint® enabling the clearing of the sales backlog arising from the FY23 production issues. FY24 revenue is expected to be in line with expectations.
Revenue by product group:
- Sales of FoodPrint® increased 47.0% to £3.3m (H1 2022: £2.2m)
- Sales of Food Detective® were £0.7m in line with the prior year
- CNS Lab and other sales were up 97.0% to £0.9m (H1 2022: £0.4m)
Gross profit from operations increased to £3.1m (H1 2022: £1.9m) with an improved gross margin percentage of 62.7% (H1 2022: 54.0%). The increase in margin principally reflects the improvements in production yields as well as a higher proportion of high margin FoodPrint® tests in the product mix. The Board is confident that Food Print® margins will continue at this improved level in H2 FY24 as the Company benefits from the enhanced operational efficiencies.
Overheads increased by 31% to £3.5m (H1 2022: restated £2.7m). £0.3m from underlying period growth with the balance related to one-time investment of the operational improvement project and business realignment, and a £0.1m FX headwind.
The Group continues to consider EBITDA and adjusted EBITDA (adjusted for exceptional items and share-based payments) as being the appropriate measures of profitability being aligned with the cash generating activities of the business. The adjusted EBITDA was £0.0m (H1 2022: loss of £0.2m). The £0.3m adjustment for exceptional items is related to realigning the group for the future.
The cash balance on 30 September 2023 was £4.4m (H1 2022: £2.7m, 31 March 2023: £5.1m).
Earlier in the year we were pleased to report that the production challenges announced have been resolved, after working with industry specialists, Chartwell Consulting (‘Chartwell’) over the six-month period to embed new working processes. The result is that FoodPrint® production yields have increased and are significantly higher than the preceding six months, demonstrating the effectiveness of the improved measures. These newly implemented measures, alongside management changes, have allowed us to address the order backlog and the market’s demand for food sensitivity tests remains strong. As part of this process, and in our drive to constantly seek operational improvements, we now have a permanent continuous improvement function in our operations department to promote further efficiency and productivity across the business. Historically the business support systems were delivered from the group in Scotland, and we are now in the final steps post separating the business. Operationally we continue to evaluate alternative technologies for our flagship product, FoodPrint®, to ensure the long-term future of the product.
The MyHealthTracker App (‘the App’), announced in March 2023, is designed for use on both iOS and Android platforms and will give us a direct connection to customers. It has been rolled out across the UK with selected health care professionals and their customers and initial feedback shows that the product has been well received by both groups. We are looking to release the product more broadly in the UK in early 2024. During the period we also supported initial installation of the digital platform in one European country, and we look forward to introducing the App into more geographies during 2024 and beyond.
As we announced at the beginning of 2023, FoodPrint® was installed in our first laboratory in the USA and following approvals is now live and actively commercialising FoodPrint®. Further expansion into the USA is planned, with validation and approvals currently taking place with two other laboratories in the region.
We saw robust growth in our UK market, which is serviced by our own testing laboratory, CNSLab. Sales grew by 97%, driven by both practitioner-based business as well as direct consumer demand serviced by our white-label partners.
Our menu expansion into Microbiome testing is progressing with a UK based trial in conjunction with a test report provider which will allow us to assess the market feedback and requirements to further define the product offering in what is a fast-evolving area.
Dispute with the DHSC
There is no further progress to report in our dispute with the Department of Health and Social Care (‘DHSC’). The Board continues to vigorously pursue its substantial counterclaim for losses incurred towards the DHSC, as a direct result of its failure to licence the necessary intellectual property to permit the contract to move forward and their failure to notify the Group of their inability to do so in a timely manner. The Board remains confident that the Company has a compelling case.
Current Trading and Outlook
We are pleased with progress over the first half of the fiscal year as the Company builds a solid foundation from which it can continue to grow. H2 is expected to remain strong, although in the absence of any further backlog to fulfill, is expected to be slightly lower than H1 FY24 with the full year’s revenue expected to be in line with market expectations. The investment for the final steps in the separation of the business from the historical group will be completed during FY25. We will continue with our plans of expanding into the USA market and adding value to the customer base with two other laboratories in the region working on the validation and approval of the FoodPrint test in readiness for launch in early FY25. The MyHealth Tracker roll out in the UK will be finalised in Q4 FY24 and a further phased roll out is planned for FY25.
The Board’s expectations are that the market conditions remain good and that we are well capitalised and in a strong position to grow as a standalone business.
Chief Executive's Review
Laying a foundation
- Completion of the disposal of the CD4 business
- Launch of the MyHealthTracker digital app
- Ongoing development of new microbiome and nutrigenomics products
- FoodPrint® production yields much improved post-year end
- Our leading Chinese customer re-commenced purchasing
The past year has overseen the final steps of restructuring a business now focused: with a very clear vision and mission, on promoting a personalised and functional approach to health. Divesting the CD4 business now allows us to put all our efforts into delivering personalised nutrition diagnostics going forward, maintaining our leadership position and targeting organic growth through geographical expansion, a broadening of our product offering and embracing digital technologies.
Whilst it was disappointing to have fallen short of our revenue and profit expectations in the last quarter of the year due to operational issues, we acted swiftly to improve our performance with the help of external consultants. Nevertheless, we had a strong and growing order book demonstrating our commercial success in an exciting market. We successfully launched the MyHealthTracker digital platform in the UK and plan to roll it out to key international markets, further cementing our leadership position while better engaging our customers.
We operate in the consumer healthcare segment of gut health. It is increasingly being recognised how important gut health is to overall health and wellbeing and not a day goes by without some mention of the link which poor nutrition has to chronic inflammatory disease. Targeted diagnostics are essential in assisting health care professionals to identify the causes of poor gut health and planning therapeutic protocols for their patients.
Core business review
Health and Nutrition
The Group offers products to test for food sensitivity, a condition where there is a delayed adverse physiological response to particular foods, as opposed to an allergic reaction to food. The Food Detective® product is designed for use by healthcare practitioners and is believed to be the world's only established point-of-care food specific IgG test.
FoodPrint® is a microarray technology used by over 160 laboratories worldwide and offering significant benefits over traditional plate-based ELISA tests. The Group also provides a laboratory testing service from its UK base near Cambridge under the CNSLab brand, serving healthcare professionals and consumers directly. The division's products have a widespread coverage and brand reach in over 85 countries.
In the year ended 31 March 2023, Health and Nutrition revenues were £7.5 million (2022: £8.5 million) in line with the expected revenue range provided in the 18 January 2023 trading update. However, with lower-than-expected production yields and higher raw material costs, the adjusted EBITDA loss from continuing operations increased to £2.0 million (2022: adjusted EBITDA profit of £0.2 million). The year-end cash position was £5.1 million (2022: £1.6 million), in-line with expectations, and more than adequate to allow Omega to deliver against its growth strategy from existing funds.
Demand for Omega's food sensitivity tests moving into the new financial year remains strong with an opening order book of £2.4 million (2022: £1.4 million) on 1 April 2023, and the Company is taking action to improve operational efficiency and manufacturing capability in the near term. Chartwell Consulting, a global specialist in delivering operational performance improvements in healthcare manufacturing, was appointed in February and has been working with the team to deliver additional production yield improvements whilst reducing the FoodPrint® slide manufacturing cycle time. This has had a positive impact already in terms of the aforementioned improvements. We are currently weaning ourselves off this additional support by embedding core skills and learning into our manufacturing teams. High performing organisations invariably develop greater resilience and performance through adversity, and we are confident that this learning opportunity has given us the ability to do just that.
It was pleasing to see Omega's largest partner in China return to ordering Food Detective® kits in the year, reflecting the underlying recovery in the market as well as increasing demand in what is a large potential market after an initial lag, which is natural for novel products in virgin markets. In fact, China became Omega's single largest market in 2023. Another market that grew substantially was our home market in the UK which is serviced by our own testing laboratory CNSLab. Sales grew by 95% driven by both practitioner-based business as well as consumer demand serviced by our white-label partners. Our core strategy is based on marketing to and educating health care professionals. We recognise, however that we operate in a consumer healthcare environment. White label partners are often better equipped to address and support these markets.
Despite the operational difficulties, order intake was up over prior year due to new installations and Omega's scientific marketing team continuing to work incredibly hard to educate consumers and drive awareness of nutritional therapy through our Health and Nutrition Academy webinars. These webinars have also focused on naturopathic practice, functional medicine and sports nutrition.
Part of laying a new foundation is the requirement for a new, purpose-built facility. The current project has yet to be delivered by the landlord and the Company has rejected the terms of the landlord's recent proposal for delivery of the site. We are now considering alternative options. As previously confirmed, an agreement has been reached to extend the current Littleport lease to June 2025, thus providing sufficient time to resolve the outstanding issues and facilitate an orderly relocation in due course.
Global Health (now discontinued)
The past financial year oversaw the final act of discontinuing the Global Health division which was largely focused on VISITECT® CD4 products. These products are disposable, lateral flow point-of-care tests for determining CD4 levels in people living with HIV. Believed to be the only instrument-free point-of-care established test in the market, its strengths include the fact there is no requirement for refrigerated storage and relative to other CD4 tests that require an accompanying desktop instrument, it is affordable and easy to use.
However, this division and more importantly the products marketed had little strategic fit with the core Health and Nutrition business. In addition, we believed that the CD4 business would be more successful under new ownership, with an owner that had a greater capacity to invest in production capabilities and future product development. On 31 July 2022, we completed the sale to Accubio Limited, a wholly owned subsidiary of Zhejiang Orient Gene Biotech Co. Ltd, for an aggregate cash consideration of up to £6.3 million, before costs.
Under the terms of the sale, Omega received an immediate cash payment of £1.3 million for fixed assets and inventory, an additional £4.0 million for the intellectual property and a 4% royalty on the sale of CD4 tests to 31 December 2026, capped at £1.0 million.
At the time of writing, Omega remains in an ongoing dispute with the Department of Health and Social Care regarding the potential repayment of a pre-production payment of £2.5 million under a contract to manufacture COVID-19 lateral flow tests and a substantial counterclaim has been intimated in favour of the Company. Discussions with the DHSC are ongoing, the nature of which are not publicly disclosable due to confidentiality arrangements.
Going forward, the Board will now focus Omega's efforts solely on its core Health and Nutrition business, maintaining its leadership position and targeting significant organic growth through embracing digital technologies and related marketing activities. The Group's growth strategy in this segment will also focus on geographic expansion in the USA, a health-conscious and mature personal health and wellbeing market, as well as expansion of the Group's current menu of tests available to healthcare professionals, with the introduction of complementary tests, allowing customers to manage their patients more comprehensively and thus enabling the Board's vision of delivering personalised nutrition for better health.
In March 2023, Omega successfully launched MyHealthTracker, a health and wellbeing tool designed to be used alongside a trained healthcare professional, allowing the patient to receive laboratory test results direct to their smartphone, thereby helping the patient make personalised changes to their diet for optimal health. Access is by invitation only from an approved healthcare professional with its main goal to elevate patient care by way of a more personalised approach to health and wellbeing. This digital platform will serve as a spine that not only improves consumer/patient and health care professional engagement but will help us better understand our end-user market around the world. This will further drive awareness and better health outcomes that will lead to organic growth from an existing customer base.
The US Food Sensitivity testing market is estimated to be the largest and most established market in the world. It is the leading market for functional medicine laboratory testing with an increasing demand for personalised medicine. The total US market size is estimated by the Directors to be $50-$100 million and the Board believes that Omega's US revenues could potentially be between £3 million and £6 million over the next three to five years.
Having initially considered that the best route to market would be to replicate Omega's CNSLab service direct to healthcare professionals and ultimately direct to consumer we subsequently adjusted our strategy to initially enter the market via partnerships with existing testing laboratories. Differentiating ourselves from established players by taking our tried and tested approach with education and support, coupled with its digital strategy, to engage and empower patients and healthcare professionals we will learn more about the US market as well as allowing the market time to become familiar with our brand prior to any further investment decisions. At the time of writing, we have already two new installations planned in the US with discussions with a third laboratory at advanced stages.
In order to realise our vision of becoming a leader in delivering diagnostics that provide a complete gut health assessment, it has been our intention to build a wider menu of complementary gut health tests and to sell these through our already well-established channels in over 85 countries. The gut microbiome is the new frontier to understanding chronic inflammatory conditions arising from poor gut health. Over recent years the gut microbiome in particular has been linked to a plethora of diseases and conditions, from diabetes and anxiety to obesity and the Group has recently seen a growing demand from its existing customer base in this segment.
In addition to the microbiome, it is also important to understand the relationship between nutrients, diet, and gene expression. Nutrigenomics allows the healthcare professional to understand genetic strengths and weaknesses making specific improvements that help achieve better health. Combining microbiome and nutrigenomics with our existing IgG tests provides a compelling value proposition that will offer true personalised nutritional assessment and the Board believes that menu expansion has the potential to generate material revenue growth over the medium term. The Directors believe that menu expansion from microbiome and nutrigenomics combined has the potential to increase revenues by £2 million to £5 million over the next five years.
Having signed heads of term agreements with two separate digital technology partners to develop bespoke microbiome and nutrigenomic test reports, we have prioritised the microbiome test as having greater potential demand and volume of sales. We aim to commercialise the test in the UK shortly under our own CNSLab laboratory service to healthcare professionals.
Summary and Outlook
As an international diagnostic testing business that is passionate about improving lives around the world by accurately informing health decisions, the recent launch of our MyHealthTracker app helps our reach and connects us to our customers globally, while giving us a better understanding of gut health data and trends in terms of predictive analysis. It also empowers people, via a healthcare practitioner, to become more proactive about managing their health straight from their phone, which we believe is an important step forward.
Whilst it's disappointing to have challenges regarding the lower-than-expected production yields, we have taken swift action to bring in consultants to oversee a number of process improvements and are confident the actions being taken will deliver a material improvement in yield in the near term. Embedding key lessons learned from this is part of laying a brand-new foundation for a business that is emerging from a group structure and learning to stand on its own two feet. Now based in Ely, Cambridgeshire, we have had to build new finance, HR and regulatory teams that were previously located in Alva, Scotland. We have a new senior management team and need to get through the "storming and norming" stages to gel teams together, change culture and step out of some of the legacy shadows to drive the business forward.
The demand for our food sensitivity tests continues to be strong and the order book is holding up well. We remain excited and confident for our prospects in the US as we continue to build a wider menu of complementary gut health tests to sell via our established channels.
We operate in an exciting market where it is increasingly being recognised that improving gut health and avoiding food-driven inflammation are key to achieving a healthy weight and maximising energy. As healthcare systems creak under the burden of chronic disease and an ageing population, society is increasingly turning to prevention through wellness. Gut health is at the very frontier of this change and we in turn sit at the heart of this movement.
On a personal level, I remain honoured to lead the organisation, a company I love, in a healthcare market I am passionate about. I work with an extraordinary group of talented individuals whose knowledge and know how form a key cornerstone of our strategy within personalised nutrition. We have had some setbacks in the latter part of the year but the team have adopted a growth mindset with a willingness to learn and improve. This will help in developing a new foundation and culture that drives performance and success in the future.
Chief Executive Officer
2 August 2023
Improving operational efficiency
Chief Financial Officer
The year was one in which the Group completed the disposal of the remainder of the Global Health division, culminating with the disposal of the CD4 business on 31 July 2022. The disposal of the loss-making division and receipt of the initial cash proceeds of £5.3 million have significantly strengthened the Group balance sheet and allowed the Board to focus exclusively on the remaining Health and Nutrition business, where there are a number of growth opportunities.
Essential changes to the formulation of the Group's key FoodPrint® product in May 2022 led to a second half weighted sales forecast which placed additional pressures on the Group's manufacturing operations. Whilst production yields have been declining steadily from a high in April 2020, there was a further and unexpected sharp decline from November 2022 which, when coupled with delays in the quality control approval process brought about by personnel changes, inefficient working practices and COVID-19 related absences, did not allow the Group to keep up with demand for its FoodPrint® product.
Whilst the order book at 31 March 2023 was £2.4 million - £1.0 million higher than the prior year - the low yield led to a substantially higher than expected raw material cost and a consequent reduction in gross margin towards the end of the financial year. In February 2023, the Board appointed Chartwell Consulting to undertake a review of micro-array production and to recommend and help implement an improvement plan, with the aim of returning yields to the 2020 high or better and to significantly reduce manufacturing and quality control lead times. These objectives have largely been achieved, with a number of all-time high yields achieved in recent weeks, although there is further work required to ensure performance is sustainable at these levels. Furthermore, the Omega team have developed new KPIs and troubleshooting skills and are now better positioned to respond earlier and more effectively to any future production challenges. In response to the lower-than-expected operational performance, several personnel changes have been enacted, with Jag Grewal currently acting as Interim Operations Director whilst the recruitment of a full-time replacement is underway.
Dispute with the DHSC
As announced on 10 December 2021, the Group is in dispute with the DHSC regarding the potential repayment of a pre-production payment of £2.5 million (net of VAT). The Board, having taken legal advice, does not believe that the Group is required to repay the pre-production payment and considers that it is entitled to recover additional losses in connection with the contract. The legal costs associated with the dispute have been expensed and, with no production volume over which the pre-production payment can be recovered as envisaged in the contract, the Group still retains a deferred income balance of £2.5 million pending resolution of the dispute.
Whilst the Company sought to develop a COVID-19 test for commercial, non-governmental purposes, this was entirely separate from the operation of the contract with DHSC, which was for the manufacture - and not development - of tests and required DHSC to confirm which test was to be manufactured through the licensing of rights. There is no reference to the development of the Group's own test anywhere in the contract, whereas the contract specifically deals with the licensing of intellectual property rights by the DHSC once an appropriate agreement has been entered into between the DHSC and a third-party test developer. Despite repeated requests over the last 18 months, the DHSC have yet to provide any information regarding the licencing of rights.
Following a protracted series of correspondence throughout 2022, on 26 April 2023 the Group met with a mediator and representatives of DHSC to attempt to resolve the dispute. Following mediation, the Board are increasingly confident that the Company is in a strong position and that the pre-production payment will not need to be repaid. Furthermore, the Company intends to pursue its counterclaim to seek to recover additional losses incurred in connection with the contract.
The mediation was paused to allow DHSC to re-assess their position in the light of the evidence provided by the Group. As a consequence, the Board is increasingly confident that the DHSC's claim has no merit and will not succeed. The Board now intends to vigorously pursue its substantial counterclaim for losses incurred as a result of the DHSC's failure to licence the necessary intellectual property to permit the contract to move forward and their failure to notify the Group of their inability to do so in a timely manner.
Placing and an open offer/direct subscription
Requiring additional funding to finance the CD4 business through to an eventual sale, the Company undertook a placing in May 2022 and an open offer/direct subscription in June 2022 which raised £2.0 million and £0.2 million respectively, at a price of 4.0 pence, with the placees requiring warrants over a further 90 million shares at an exercise price of 4.0 pence. To date, none of these warrants have been exercised and they expire on 9 November 2023.
Disposal/sale of CD4 business
Following the decision to divest the CD4 business, the Group completed the disposal to Accubio on 31 July 2022. Under the terms of this agreement, the Group received an immediate cash payment of £1.3 million for fixed assets and inventory on hand at completion. Furthermore, the Group received an additional £4.0 million of deferred consideration in November 2022, following the successful outcome of a final clinical study. The Group will continue to receive a royalty of 4% of Accubio's future CD4 revenues for the period to 31 December 2026, capped at £1.0 million in aggregate.
Following the sale, the Group were left with surplus plant and equipment with a net book value of £0.7 million, the majority of which relate to the COVID-19 business and which were purchased as part of the site expansion for the DHSC contract. These assets were offered to potential purchasers of the CD4 business and as such have been classified as assets held for sale at 31 March 2022. These non-CD4 assets were written down to an estimated recoverable amount of £0.1 million as at 31 March 2022 and were fully impaired as at 30 September 2022. Finance lease liabilities of £0.4 million remain outstanding in relation to lateral flow equipment which was purchased for the manufacture of COVID-19 lateral flow tests for the DHSC and the commercial market.
Financial results summary - continuing operations
For the year ended 31 March 2023, the Group reported revenue of £7.5 million (2022: £8.5 million), an EBITDA loss of £2.6 million (2022: EBITDA loss of £0.4 million), an adjusted EBITDA loss of £2.0 million (2022: EBITDA profit of £0.2 million), and a statutory loss before tax of £3.3 million (2022: £1.0 million).
|Health and Nutrition||Corporate||Total|
|Operating loss after exceptional costs||(2,132)||(1,107)||(3,239)|
|Depreciation and amortisation||591||-||591|
|Share-based payment charge||1||77||78|
|Exceptional aborted relocation costs||524||-||524|
|Statutory loss before taxation||(2,145)||(1,107)||(3,252)|
|Operating profit/(loss) after exceptional costs||965||(1,894)||(929)|
|Depreciation and amortisation||547||-||547|
|Share-based payment charge||58||158||216|
|Compensation for loss of office||-||287||287|
|Exceptional aborted placing costs||-||50||50|
|Statutory profit/(loss) before taxation||944||(1,894)||(950)|
Health and Nutrition revenue of £7.5 million (2022: £8.5 million) was 12% below prior year, with the order backlog caused by lower than anticipated production yields accounting for all of this shortfall. The order book at 1 April 2023 was £2.4 million (2022: £1.4 million). Encouragingly, the Group's primary trading partner in China re-commenced ordering after a two-year hiatus.
A summary of Health and Nutrition revenue is in the table below:
|CNS laboratory service||948||484||95%|
The gross profit margin percentage has decreased to 47.0% (2022: 59.7%), impacted by lower FoodPrint® production yields and substantially increased scrap costs.
Excluding exceptional costs, administrative overheads for continuing operations increased by £0.4 million to £4.8 million (2022: £4.4 million).
Sales and marketing costs increased by £0.2 million to £1.5 million (2022: £1.3 million).
|Aborted relocation costs||(524)||-|
|Compensation for loss of office||-||(287)|
|Aborted placing costs||-||(50)|
During the year, the Group incurred exceptional costs on continuing operations of £0.5 million (2022: £0.3 million). These costs represent the cumulative expenditure on the planned new manufacturing facility in Ely. To date, the landlord has yet to deliver the property to the agreed specification and has advised that they are unable to fund the remaining works required to complete the building. Whilst the Group is contractually obliged to enter into a lease for the property once it has been completed to the agreed specification, this is now considered to be highly improbable. As a consequence, the Group have extended the lease for the current Littleport site to June 2025 and is currently evaluating a number of new and existing properties in the Ely area.
Financial results summary - discontinued operations
As a consequence of the decision taken in March 2022 to dispose of the CD4 business, the Global Health division, which also included the COVID-19 business, has been treated as a discontinued operation, with the COVID-19 assets, CD4 assets and any associated research and development assets being written down to their recoverable amount and reclassified as assets held for sale as at 31 March 2022.
|Operating loss after exceptional costs||(810)||(7,476)|
|Impairment on the remeasurement of asset values||(176)||(1,915)|
|Depreciation and amortisation||-||742|
|Share-based payment charge||-||66|
|Impairment on the remeasurement of asset values||176||1,915|
|Adjusted EBITDA loss||(960)||(5,640)|
|Loss before taxation||(988)||(9,550)|
In the four months to the date of disposal of the CD4 business, revenue from Global Health was £0.6 million (twelve months ended 31 March 2022: £3.8 million).
The exceptional costs associated with the discontinued Global Health division are as follows:
|Loss on disposal of the Alva site (after costs)||-||(399)|
|Gain on disposal of Alva lease||-||158|
|Impairment of Global Health inventory||-||(723)|
|Bad debt income/(expense)||150||(190)|
|Reduction in Omega Diagnostics GmbH settlement*||-||126|
* relates to the German business which was discontinued in the year ended 31 March 2019.
The loss on disposal of the Alva site includes the sale of tangible fixed assets at a loss of £0.2 million, transaction costs of £0.1 million and other costs of £0.1 million. In addition, the Group made a net gain of £0.2 million when disposing of the Alva property lease.
All COVID-19 inventory was fully impaired at 31 March 2022 and CD4 inventory was written down to net realisable value in line with the terms of the CD4 sale and purchase agreement, resulting in an aggregate impairment charge of £0.7 million.
The bad debt expense of £0.2 million in 2022 includes a provision for the potential repayment which may have arisen if Abingdon Health were unsuccessful in resolving their ongoing dispute with the DHSC. This provision was released in 2023 following the settlement of the related dispute.
The insolvency claim relating to Omega Diagnostics GmbH was settled during the 2022 for £0.3 million, £0.1 million lower than had been provided for in prior periods.
Assets held for sale
At 31 March 2022, the Global Health assets of £5.0 million and liabilities of £0.5 million were reclassified as held for sale. These assets and liabilities included CD4 assets and liabilities and non-CD4 assets and liabilities.
Following the withdrawal from the COVID-19 market and disposals of the Alva manufacturing site and the CD4 business, the Group also has a number of surplus assets which are no longer required to support its operations. These non-CD4 assets were primarily plant and equipment purchased in anticipation of COVID-19 lateral flow test production.
In 2022, the Group recognised an impairment loss of £1.9 million on the remeasurement of the CD4 and non-CD4 assets to their fair value, less costs to sell. This amount included assumptions on the fair value of deferred consideration and future royalty income to be received by the Group following the sale of the CD4 business. In 2023, the Group recognised a further impairment of £0.2 million, fully impairing these assets.
Alongside the key performance indicators of revenue and gross margin percentage, the Group continues to consider EBITDA and adjusted EBITDA as being more appropriate performance measures which are better aligned with the cash-generating activities of the business. Whilst the Group made an EBITDA loss of £3.6 million (2022: £9.0 million), the continuing Group generated an EBITDA loss of £2.6 million (2022: £0.4 million). The adjusted EBITDA loss (before exceptional costs, share-based payment charges and the impairment loss recognised on the remeasurement to fair value of assets held for sale, less costs to sell) for continuing operations is £2.0 million (2022: EBITDA profit of £0.2 million).
|Operating loss after exceptional costs||(3,239)||(810)||(4,049)||(929)||(7,476)||(8,405)|
|Impairment on the remeasurement of asset values||-||(176)||(176)||-||(1,915)||(1,915)|
|Depreciation and amortisation||591||-||591||547||742||1,289|
|Impairment on the remeasurement of asset values||-||176||176||-||1,915||1,915|
|Share-based payment charge||78||-||78||216||66||282|
After the loss arising from discontinued activities of £0.7 million (2022: £9.9 million), the Group has recorded a loss after tax of £3.9 million (2022: £11.3 million).
The current year tax credit of £0.4 million arises predominantly from the cash receipt of £0.5 million of research and development tax credits relating to the year ended 31 March 2021. Other than to offset any deferred tax liabilities which may crystallise in the future, based on the Group's trading assumptions the deferred tax asset in respect of trading losses will begin being realised from 2025 onwards, when the Group starts to generate taxable profits. The deferred tax asset has been valued based upon a future UK Corporation tax of 25%.
Loss per share
The loss per share was 1.7 pence (2022: 6.2 pence) based on a statutory loss after tax of £3.9 million (2022: loss of £11.3 million). The basic loss per share for continuing operations was 1.4 pence (2022: 0.9 pence). The adjusted loss per share was 1.4 pence (2022: 4.2 pence). The adjusted loss after tax was £3.1 million (2022: loss of £7.7 million) and the loss per share is calculated on the basic average of 231.3 million shares (2022: 182.6 million shares) in issue. The adjusted loss per share on continuing operations was 1.1 pence (2022: 0.4 pence).
Research and development
During the year, the Group invested a total of £0.4 million in all development activities associated with continuing operations, in line with the prior year (2022: £0.4 million), representing 4.7% (2022: 5.1%) of revenue. Of the total expenditure, £0.1 million (2022: £0.1 million) has been capitalised in accordance with IAS 38 - Development Costs, whilst earlier stage expenditure and expenditure not qualifying in accordance with IAS 38 criteria of £0.3 million (2022: £0.3 million) has been expensed through the income statement. The capitalised expenditure incurred all related to the development of the digital platform.
Research and development expenditure on the now discontinued Global Health division totalled £0.1 million during the first four months of the year (2022: £0.8 million).
Property, plant and equipment
Total expenditure on property, plant and equipment in the year was £0.03 million (2022: £1.0 million).
As at 31 March 2023, the outstanding liabilities in connection with leases recognised under IFRS 16 includes short-term liabilities of £0.02 million (2022: £0.1 million) and long-term liabilities of £NIL million (2022: £0.02 million).
Financing and going concern
Following the disposal of the operations in Scotland, the Group has appointed NatWest to replace Bank of Scotland as its bankers, with support to be provided by the East of England corporate team, more local to the Littleport site. In determining the appropriate basis of preparation of the financial statements, the Directors are required to consider whether the Company and Group can continue in operational existence through a period of at least twelve months from the date of approving the financial statements (the going concern period). The Directors have determined that the going concern period for purposes of these financial statements is the period through to 31 August 2024. The Group realised a loss of £3.9million for the year ended 31 March 2023 (2022: loss of £11.3 million). As at 31 March 2023, the Group had net current assets of £6.7 million, including a cash balance of £5.1 million.
The Group's business activities, together with the factors likely to affect its future development, performance and position, are set out in the Strategic Report. The financial position of the Group, its cash flows, liquidity position and borrowing facilities are described in the Financial Review.
The Directors have prepared trading and cash flow base case forecasts to 31 August 2024 and have applied reverse stress tests to the base case forecasts. The stress tests have been applied to take account of the impact of potential uncertain outcomes that are, to an extent, outside of management's control, as well as reduced trading forecasts, taking into account current macro-economic conditions. These scenarios include:
- The reverse stress test indicates revenue could fall by a further 45% and a gross margin could deteriorate by an additional 2% before forecast cash resources are exhausted.
- After taking legal advice and making an assessment of the terms and conditions contained within the contract with the DHSC, the Directors do not believe the Group will be required to repay the pre-production payment of £2.5 million. In addition, the Directors consider there to be grounds to claim for damages for additional losses incurred under the contract. As such, the Directors believe that there will be no cash outflow in the form of a repayment to the DHSC in the going concern period and repayment is not included in the base case or as a sensitivity. However, the Directors acknowledge that there is a risk that a repayment of some or all of this amount may be required, the timing and quantum of which is uncertain.
The Board has a reasonable expectation that the Company and Group have adequate resources to continue in operational existence for the period to 31 August 2024. On this basis, the Directors continue to adopt the going concern basis of preparation. Accordingly, these financial statements do not include the adjustments that would be required if the Company and Group was unable to continue as a going concern.
Chief Financial Officer
2 August 2023
Consolidated Statement of Comprehensive Incomefor the six months ended 30 September 2023
|6 months ended.|
30 September 2023
|6 months ended.|
30 September 2022
|12 months ended.|
31 March 2023
|Cost of sales||(1,841)||(1,581)||(4,001)|
|Selling and marketing costs||(790)||(730)||(1,530)|
|Operating loss before exceptional items||(392)||(836)||(2,715)|
|Operating loss after exceptional items||(686)||(836)||(3,239)|
|Loss before taxation||(698)||(842)||(3,252)|
|Loss for the period from continuing operations||(698)||(842)||(3,172)|
|Loss after tax for the period from discontinued operations||6||—||(1,245)||(688)|
|Loss for the period||(698)||(2,087)||(3,860)|
|Other comprehensive (losses)/income to be reclassified to profit and loss in subsequent periods|
|Exchange differences on translation of foreign operations||(3)||22||(15)|
|Other comprehensive income for the period||(3)||22||(15)|
|Total comprehensive losses for the period||(701)||(2,065)||(3,875)|
|Earnings per share (EPS)|
|Basic and diluted EPS on loss for the period||7||(0.3)p||(0.9)p||(1.7)p|
|Earnings per share for continuing operations|
|Basic and diluted EPS on loss for the period from continuing operations||7||(0.3)p||(0.4)p||(1.4)p|
* See note 2 for details regarding the restatement.
Consolidated Balance Sheet
as at 30 September 2023
|30 September 2023||30 September 2022||31 March 2023|
|Property, plant, and equipment||9||515||1,062||567|
|Right of use assets||9||177||62||21|
|Total non-current assets||5,999||6,800||6,110|
|Trade and other receivables||2,290||6,544||2,403|
|Cash and cash equivalents||4,396||2,712||5,115|
|Total current assets||7,759||10,330||8,295|
|Assets held for sale||—||—||—|
|EQUITY AND LIABILITIES|
|Total non-current liabilities||2,580||2,535||2,519|
|Trade and other payables||1,452||2,282||1,525|
|Total current liabilities||1,586||2,382||1,580|
|Liabilities directly associated with assets held for sale||299||411||355|
|Total equity and liabilities||13,758||17,130||14,405|
* See note 2 for details regarding the restatement.
Consolidated Statement of Changes in Equity
for the six months ended 30 September 2023
|Balance at 31 March 2022||8,044||25,340||(21,537)||(31)||11,816|
|Loss for the period to 30 September 2022||—||—||(2,087)||—||(2,087)|
|Other comprehensive losses – net exchange adjustments||—||—||—||23||23|
|Total comprehensive (losses)/income for the period||—||—||(2,087)||23||(2,064)|
|Issue of share capital for cash consideration||2,200||—||—||—||2,200|
|Expenses in connection with share issue||—||(240)||—||—||(240)|
|Balance at 30 September 2022||10,244||25,100||(23,534)||(8)||11,802|
|Loss for the period to 31 March 2023||—||—||(1,773)||—||(1,773)|
|Other comprehensive income – net exchange adjustments||—||—||—||(38)||(38)|
|Total comprehensive losses for the period||—||—||(1,773)||(38)||(1,811)|
|Expenses in connection with share issue||—||(28)||—||—||(28)|
|Balance at 31 March 2023||10,244||25,072||(25,319)||(46)||9,951|
|Loss for the period to 30 September 2023||—||—||(698)||—||(698)|
|Other comprehensive income – net exchange adjustments||—||—||—||(3)||(3)|
|Total comprehensive (losses)/income for the period||—||—||(698)||(3)||(701)|
|Balance at 30 September 2023||10,244||25,072||(25,974)||(49)||9,293|
* See note 2 for details regarding the restatement.
Consolidated Cash Flow Statement
for the six months ended 30 September 2023
|6 months ended|
30 September 2023
|6 months ended|
30 September 2022
|12 months ended|
31 March 2023
|Cash flows generated from operations|
|Loss for the year from continuing operations||(698)||(842)||(3,172)|
|Loss for the year from discontinued operations||—||(1,245)||(688)|
|Amortisation of intangible assets||219||225||372|
|Impairment and derecognition of intangible assets||—||15||15|
|Impairment of assets related to aborted Ely relocation||—||—||399|
|Impairment loss recognised on the remeasurement to fair value||—||176||176|
|Cash outflow from operating activities before working capital movement||(316)||(1,440)||(2,965)|
|Decrease in trade and other receivables||113||672||812|
|(Increase)/decrease in inventories||(296)||(168)||128|
|Decrease in trade and other payables||(73)||(843)||(1,466)|
|Movement in grants||—||(4)||(139)|
|Cash outflow from operating activities||(572)||(1,783)||(3,152)|
|Income from sale of CD4 business||—||1,315||5,315|
|Purchase of property, plant, and equipment||(10)||(25)||(25)|
|Purchase of intangible assets||(7)||(51)||(128)|
|Net cash (outflow)/inflow in investing activities||(17)||1,239||5,181|
|Proceeds from issue of share capital||—||2,200||2,200|
|Expenses in connection with share issue||—||(240)||(268)|
|Principal portion of asset finance payments||(71)||(243)||(314)|
|Interest portion of asset finance payments||(7)||(16)||(25)|
|Principal portion of lease liability payments||(47)||(46)||(97)|
|Interest portion of lease liability payments||(4)||(5)||(9)|
|Net cash (outflow)/inflow from financing activities||(130)||1,650||1,486|
|Net (decrease)/increase in cash and cash equivalents||(719)||1,106||3,515|
|Effects of exchange rate movements||—||1||(5)|
|Cash and cash equivalents at beginning of period||5,115||1,605||1,605|
|Cash and cash equivalents at end of the period||4,396||2,712||5,115|
* See note 2 for details regarding the restatement.
Company Balance Sheet
as at 31 March 2023
|Total non-current assets||22,168||3,100|
|Trade and other receivables||14||85||16,898|
|Cash and cash equivalents||15||717||1,045|
|Total current assets||802||17,943|
|EQUITY AND LIABILITIES|
|Trade and other payables||19||292||397|
|Total current liabilities||292||397|
|Total equity and liabilities||22,970||21,043|
As permitted by section 408 of the Companies Act 2006, no separate statement of comprehensive income is presented for the Company.
The Company profit in the year was £22,000 (2022: loss of £2,832,000).
|Simon Douglas||Chris Lea|
|Non-Executive Chairman||Chief Financial Officer|
|2 August 2023||2 August 2023|
Omega Diagnostics Group PLC
Registered number: 5017761
Company Statement of Changes in Equity
for the year ended 31 March 2023
|Balance at 31 March 2021||8,400||25,905||(10,785)||23,520|
|Loss for the year ended 31 March 2022||-||-||(2,832)||(2,832)|
|Share options exercised||16||52||-||68|
|Share-based payments as restated||3||-||-||282||282|
|Deferred tax charge related to share-based payments||-||-||(392)||(392)|
|Balance at 31 March 2022||8,416||25,957||(13,727)||20,646|
|Profit for the year ended 31 March 2023||-||-||22||22|
|Issue of share capital for cash consideration||2,200||-||-||2,200|
|Expenses in connection with share issue||-||(268)||-||(268)|
|Balance at 31 March 2023||10,616||25,689||(13,627)||22,678|
Company Cash Flow Statement
for the year ended 31 March 2023
|Cash flows generated from operations|
|Profit/(loss) for the year||22||(2,832)|
|- Impairment of subsidiaries||-||1,685|
|- Share-based payments||78||158|
|- Finance costs||-||31|
|Cash inflow/(outflow) before working capital movement||100||(280)|
|Increase in trade and other receivables excluding intercompany financing||(14)||(22)|
|Decrease in trade and other payables||(104)||(269)|
|Cash outflow from operating activities||(18)||(571)|
|Intercompany transfer of intangible assets||-||31|
|Transfers of cash to subsidiary companies||(6,482)||(19,806)|
|Transfers of cash from subsidiary companies||4,240||15,811|
|Investment in subsidiaries||-||-|
|Net cash used in investing activities||(2,242)||(3,964)|
|Proceeds from issue of share capital||2,200||68|
|Expenses of share issue||(268)||-|
|Net cash inflow from financing activities||1,932||37|
|Net decrease in cash and cash equivalents||(328)||(4,498)|
|Cash and cash equivalents at beginning of year||1,045||5,543|
|Cash and cash equivalents at end of year||717||1,045|