RNS Number : 0554P
EKF Diagnostics Holdings PLC
28 September 2011
 



 

EKF Diagnostics Holdings plc

("EKF", the "Company" or the "Group")

 

Interim Results

 

EKF Diagnostics Holdings plc (AIM: EKF), the point-of-care diagnostics business, announces its unaudited interim results for the 6 month period ended 30 June 2011, a period of transition, investment and progression.

 

Given the acquisitions completed in the last 12 months the year-on-year comparisons given in the highlights below show 2011 actual figures versus pro-forma figures for 2010 based on a like-for-like comparison for the first six months of the year.

 

Financial Highlights

·      Revenues up 23% to £7.38m (H1'10: £6.01m)

·      Gross margins improved to 64% from 58% - but still impacted by strategy of placing Quo-Test at cost

·      Operating loss of £1.49m (H1'10: loss of £0.66m) - reflecting investment in infrastructure and increased overhead

·      Adjusted EBITDA of £210k (H1'10: loss of £51k)

·      Cash at 30 June 2011 of £5.52m

 

Operational Highlights

·      Acquisition of Stanbio for an overall consideration of c. £16m

·      Agreement signed with Alere for distribution of CLIA waived Hemo_Control device and cuvettes

·      SFDA approval for Quo-Test in China

·      Cumulative placement of 1,000 Quo-Test instruments by September

·      Development of Quo-Lab for Medica launch in November with first shipments expected in Q1'12

·      Successful development of Argutus kidney markers onto POC platform

·      Richard Evans appointed as full-time Finance Director

 

Post-period end

·      Richard Evans appointed as Finance Director as of 28 September 2011 (see separate RNS)

·      1,000th Quo-Test instrument expected to be placed by end of September 2011

·      Quo-Lab to be launched at Medica (Nov 2011); first shipments expected Q1 2012

 

Commenting on Outlook, David Evans, Executive Chairman of EKF, said:

"Trading continues to be in line with management expectations. We remain confident with regard to our future growth which will continue both organically and via acquisition."

 

Enquiries:

 

EKF Diagnostics Holdings plc     

Tel: +44 (0) 29 2071 0570

Julian Baines, CEO                                        

Mob: +44 (0) 7788 420 859

Richard Evans, Finance Director

Mob: +49 (0) 160 3519054

www.ekfdiagnostics.com




Collins Stewart Europe Limited 

Tel: +44 (0) 20 7523 8000

Mark Dickenson / Jamie Adams




Walbrook PR Limited 

Tel: +44 (0) 20 7933 8780

Fiona Henson

Mob: +44 (0) 7886 335 992 or fiona.henson@walbrookpr.com

Paul McManus

Mob: +44 (0) 7980 541 893 or paul.mcmanus@walbrookpr.com

 

 

 

 

 

 

 

 

 

 

CHAIRMAN'S STATEMENT

 

Dear Fellow Shareholder

 

I have pleasure in reporting to you on the results of your Company for the six months ended 30 June 2011.

 

The period under review has been one of transition, investment and progression.

 

Transition

We have been seeking to make the transition to a fully-fledged and integrated in-vitro diagnostic company from the initial foundation provided by our first acquisition EKF GmbH last year and the subsequent acquisitions of Quotient Diagnostics, Argutus Medical and StanBio. This has involved moving from an essentially owner-managed structure and culture to one that is more reflective of the demands of a higher-growth/higher governance led environment.

 

This transitional process is on-going as we seek to empower people across the Group and install common and appropriate management and reporting systems across seven different site locations.

 

As part of the  aforementioned transition I have pleasure in announcing the appointment of Richard Evans as full-time Finance Director, he will replace Paul Foulger who has been fulfilling the role on a part-time basis. Paul will continue with the Company as Company Secretary.

 

Investment

To achieve the transition across the Group we have sought to make the necessary investment to ensure that we can deliver on the demands being placed on the organisation both from an internal and external perspective.

 

In part, the investment being made has been a necessity to do what should have been done in previous regimen and, again, perhaps reflective of an owner-managed culture. This has been particularly so in Barleben, Germany. This investment has been in both personnel and infrastructure.

 

The greater part of the investment has been to capitalise upon both current and future growth opportunities for Hemo_Control and Quo-Test.

 

In May 2011 we opened a new manufacturing plant in Poland in order to cope with increased demand for Hemo_Control cuvettes.

 

Although completed after June, during the period we have invested approximately £350,000 in the Quotient facility which was necessary from both an existing quality manufacturing viewpoint but also from the increased levels of demand as the Group adopted a more aggressive approach to instrument placement.

 

Overall employee numbers have increased from 159 at the start of the year to 200 by 30 June (excluding any via the acquisition of Stanbio).

 

Finally in June we acquired Stanbio for an overall consideration of approximately £16 million. This is a strategically important acquisition for the Group and helps take us to the next level and gives us a foothold in the Americas.

 

Progression

The Company has progressed across a number of fronts in the period and post-period end;

 

·   Signing of the contract for Hemo_Control with Alere.

·   SFDA (China) registration of Quo-Test.

·   The cumulative placement of 1,000 Quo-Test instruments expected by September with growth of analysers and consumables sales expected to continue in the year.

·   The continued development of Quo-Lab which will have its marketing launch at Medica in November with first shipments expected in Q1 2012.

·   The development of the kidney markers from Argutus on to a Point of Care platform.

·   The development of a combination test for HbA1c and glucose on a modified Biosen instrument, combining an innovative new test with the quality of tried and tested technology platform.

Financials

The financial statements are set out in the accompanying pages.

 

In order to allow you to make sense of the published numbers I have set out below the comparison of actual versus a pro-forma based on a like-for-like comparison for the first six months of the year broken down by company entity.

 

For the purposes of the analysis Stanbio's results for the period to 30 June only reflect 14 days of trading from the date of acquisition.

 

Revenue

2011


Pro-forma

2010


£'000


£'000

EKF Germany

5,915


5,005

Quotient

470


201

Argutus

537


393

Stanbio

458


411

Total

7,380


6,010

 

 

Overall Revenue has increased by £1,370,000, an increase of 23% reflecting growth across all the key units and in particularly EKF Germany where the results have been skewed by the nature of the tender business won during the period. We have adopted a more aggressive approach to instrument placement in Quotient and we expect to continue with this tactic going forward.

 

Gross margins

2011


Pro-forma

2010



%


%

EKF Germany

67


59

Quotient


36


44

Argutus


63


50

Stanbio


54


55

Group


64


58

 

 

Overall Gross Margin percentages have increased from 58% to 64% resulting in an overall increase in gross margin to £4,717,000 from £3,486,000. This change primarily reflects a combination of product mix and cost allocations. The decision to place Quo-Test out at cost has and will continue to impact margins in Quotient for some time as we continue to expand our HbA1C franchise in the new economies of Asia.

Adjusted EBITDA

2011


Pro-forma

2010


£'000


£'000

EKF Germany

1,382


758

Quotient

(478)


(438)

Argutus

(127)


(205)

Stanbio

41


53

Head office

(608)


(219)

Group

210


(51)





Exceptional costs

2011


2010


£'000


£'000

Group

(320)


(255)

 

 

Operating results

2011


Pro-forma

2010



£'000


£'000

EKF Germany

1,005


282

Quotient


(518)


(451)

Argutus


(153)


(223)

Stanbio


33


44

Head office

(1,857)


(313)

Group


(1,490)


(661)

 

Notes

-       EKF Germany includes Polish and Russian subsidiaries and Senslab.

-       Head office includes amortisation of intangibles on consolidation.

 

The Group has made an overall operating loss for the six months of £1,490,000 reflecting both the investment being made across the Group in terms of infrastructure and the overall increased overhead burden as we move the various businesses from an owner-managed structure to one that is more compliant with the demands of being a larger organisation. Within Head Office expenses is included £361,000 (2010: £30,000) of share based payments, £320,000 of costs incurred in relation to the acquisition of Stanbio which now are required to be taken through the Income Statement, the 2010 equivalent was £64,000 in relation to the then proposed acquisition of EKF. There were also £568,000 (2010 £nil) of Amortisation costs included within the Head Office total.

 

Overall Finance costs were £62,000 net compared with an income in the prior period of £11,000.

 

Tax credit for the period was £34,000 compared with a nil tax charge in the prior period.

 

Finally £108,000 of costs were incurred in this period relating to discontinued operations resulting in an overall loss for the period of £1,626,000 (2010: £675,000 loss).

 

 

Balance Sheet

 

During the period the Group invested £352,000 on Development Costs and £1,021,000 on Plant, Machinery and Equipment. The Development costs don't include Research costs as these will not meet the requirement to be capitalised as an intangible cost.

 

The Group Cash at 30 June 2011 amounted to £5,515,000 which is sufficient to maintain our continued programme of investment for the foreseeable future.

 

The Group raised £12,403,750 (net of expenses) through an issue of new shares . Part of the funding was used for acquisition of Stanbio and the rest will be utilised to support the Group's operations and on-going programme of investment. A further £370,250 was received through the exercise of certain share options.

 

 

Outlook

Trading continues to be in line with management expectations, with cumulative revenues to the end of August 2011 of circa. £11.4m.  As of the end of August 2011, the installed base of analysers was approximately 41,000, of which c.50% were Hemo_Control units.

 

As we move forward I look forward to being able to update you on;

 

·   Progression of the submission to the FDA for Quo-Test.

·   Launch of Quo-Lab.

·   Progress with Alere regarding the distribution of Hemo_Control.

·   The status of discussions with Hemocue regarding outstanding patent matters relating to the old version of Hemo_Control cuvette.

·   The output of any clinical trials in relation to our kidney markers.

 

We remain confident with regard to our future growth which will continue both organically and via acquisition. Whilst our primary focus remains in diabetes, in its widest context from measurement to management including education, we continue to look for novel markers in areas of unmet clinical need where carrying out the test in a near-patient environment will make a difference to both the patient and the clinician.

 

Finally, I would like to thank all EKF Group employees for their dedicated application during a period of continued change.

 

 

David Evans

Chairman

 

 

 



CONSOLIDATED INCOME STATEMENT

FOR THE 6 MONTHS ENDED 30 JUNE 2011

 




Unaudited

6 months ended 30 June 2011


Unaudited

6 months ended 30 June 2010


Audited

Year ended

31 December

 2010


Notes


£'000


£'000


£'000









Continuing operations








Revenue

3


7,380


-


6,483

Cost of sales



(2,663)


-


(2,775)

Gross profit



4,717


-


3,708

Administrative expenses



(6,319)


(313)


(6,068)

Other income



112


-


430

Operating loss



(1,490)


(313)


(1,930)

Depreciation and amortisation



(1,019)


(11)


(815)

Share based payments



(361)


(30)


(152)

Exceptional items

4


(320)


(64)


(1,919)

EBITDA before exceptional items and share based payment



210


(208)


956

Finance income



9


11


28

Finance costs



(71)


-


(187)

Loss before income tax



(1,552)


(302)


(2,089)

Income tax

5


34


-


49

Loss for the period from continued operations



(1,518)


(302)


(2,040)

Discontinued operations








Loss for the year from discontinued operations



(108)


(373)


(1,372)

Loss for the period



(1,626)


(675)


(3,412)

Loss attributable to:








Owners of the parent



(1,658)


(675)


(3,435)

Non-controlling interest



32


-


23




(1,626)


(675)


(3,412)









Loss per ordinary share from continuing and discontinued operations attributable to the equity holders of the company during the period

6


Pence


Pence


Pence

From continuing operations








Basic and diluted



(0.89)


(0.72)


(2.11)

From discontinued operations








Basic and diluted



(0.06)


(0.89)


(1.40)

Continued and discontinued operations








Basic and diluted



(0.95)


(1.61)


(3.51)

















CONSOLIDATED STATEMENT OF COMPREHENSIVE

FOR THE 6 MONTHS ENDED 30 JUNE 2011

 




Unaudited

6 months ended 30 June 2011


Unaudited

6 months ended 30 June 2010


Audited

Year ended

31 December

 2010




£'000


£'000


£'000









Loss for the period



(1,626)


(675)


(3,412)

Other comprehensive income:








Actuarial loss on pension scheme



(5)


-


(11)

Fair value adjustment in respect of available for sale assets



-


-


(6)

Currency translation differences



752


28


705

Other comprehensive income for the period



747


28


688

Total comprehensive loss for the year



(879)


(647)


(2,724)









Attributable to:








Owners of the parent



(911)


(647)


(2,747)

Non-controlling interests



32


-


23




(879)


(647)


(2,724)

 

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2011

   


Unaudited

as at 30

June 2011


Unaudited

as at 30

June 2010


Audited

as at 31 December 2010


Notes

£'000


£'000


£'000








Assets







Non-current assets







Property, plant and equipment


10,577


       -


5,467

Intangibles

7

34,207


1,276


20,260

Deferred tax assets


216


94


217

Available-for-sale financial assets


135


325


135

Total non-current assets


45,135


1,695


26,079








Current Assets







Inventories


5,517


-


2,983

Trade and other receivables


4,482


2,275


3,625

Available for sale financial assets


110


468


100

Cash and cash equivalents


5,515


2,580


3,192

Total current assets


15,624


5,323


9,900

Total assets


60,759


7,018


35,979















Equity attributable to owners







Ordinary shares


2,350


420


1,681

Share premium account


35,118


4,077


23,013

Other reserve


244


244


244

Foreign currency reserves


2,705


1,293


1,972

Retained Earnings


(4,988)


(1,046)


(3,686)



35,429


4,988


23,224

Non-controlling interest


311


-


305

Total equity


35,740


4,988


23,529








Liabilities







Non-current liabilities







Borrowings


2,201


-


309

Deferred consideration


11,610


120


4,168

Deferred tax liability


5,402


-


2,916

Retirement benefit obligation


98


-


88

Total non-current liabilities


19,311


120


7,481








Current Liabilities







Trade and other payables


4,516


   1,756


3,969

Current income tax liabilities


146


154


210

Borrowings


477


-


229

Provisions for other liabilities and charges


569


-


561

Total current liabilities


5,708


            1,910


4,969

Total liabilities


25,019


2,030


12,450

Total equity and liabilities


60,759


7,018


35,979








         

 

 

 



CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE 6 MONTHS ENDED 30 JUNE 2011


Unaudited

 6 months ended 30

 June 2011


Unaudited

 6 months ended 30

June 2010


Audited

 Year to 31

 December

2010


£'000


£'000


£'000

Cash flow from operating activities






Loss before income tax

(1,552)


(302)


(2,089)

Adjustments for






- Discontinued activities

(108)


(373)


(1,372)

- Depreciation

387


-


365

- Amortisation and impairment charges

632


11


804

- Share-based payments

361


30


152

- Loss on disposal of intangible asset

-


248


414

- Foreign exchange loss/(gains) on operating activities

154


(22)


(155)

- Net finance costs/(income)

62


(11)


159

Changes in working capital






- Inventories

(729)


-


80

- Trade and other receivables

(697)


(1,567)


5,775

- Trade and other payables

(351)


1,193


(5,143)

Cash used in operations

(1,841)


(793)


(1,010)

Interest paid

(30)


-


(167)

Income tax paid

(194)


(1)


(232)

Net cash used in operating activities

(2,065)


(794)


(1,409)







Cash flow from investing activities






Acquisition of subsidiaries, net of cash acquired

(8,690)


-


(8,463)

Purchase of property, plant and equipment (PPE)

(811)


-


(2,474)

Purchase of intangibles

(352)


-


(4)

Proceeds from sale of PPE

-


-


3

Proceeds from sale of intangible assets

1,220


520


562

Purchase of available-for-sale financial assets

-


(194)


-

Interest received

9


11


28

Net cash (used in)/generated by  investing activities

(8,624)


337


(10,348)







Cash flow from financing activities






Proceeds from issuance of ordinary shares

12,774


-


14,498

New borrowings

452


-


-

Repayment of borrowings

(214)


-


(2,616)

Dividends paid to non-controlling interests

(45)


-


-

Net cash generated by financing activities

12,967


-


11,882







Net increase/(decrease) in cash and cash equivalents

2,278


(457)


125

Cash and cash equivalents at beginning of period

3,192


3,037


3,037

Exchange gains on cash and cash equivalents

45


-


30

Cash and cash equivalents at end of period

5,515


2,580


3,192













STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD ENDED 30 JUNE 2011

 


 

Share

Capital

 

Share

Premium

 

Other Reserve

Foreign Currency Reserve

 

Retained earnings

 

Total

Non-controlling interest

Total equity


£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000










At 1 January 2010

420

4,077

244

1,265

(386)

5,620

-

5,620

Comprehensive income









Loss for the period

-

-

-

-

(675)

(675)

-

(675)

Other comprehensive income









Exchange Difference

-

-

-

28

-

28

-

28

Transactions with owners









Share based payment

-

-

-

-

15

15

-

15

At 30 June 2010

420

4,077

244

1,293

(1,046)

4,988

-

4,988

Comprehensive income









Loss for the period

-

-

-

-

(2,760)

(2,760)

23

(2,737)

Other comprehensive income









Actuarial loss on pension

-

-

-

-

(11)

(11)

-

(11)

Fair value adjustment in respect of available-for-sale financial assets

-

-

-

-

(6)

(6)

-

(6)

Currency translation differences

-

-

-

679

-

679

(2)

677

Transactions with owners









Proceeds from shares issued

1,261

18,936

-

-

-

20,197

-

20,197

Share based payment

-

-

-

-

137

137


137

Non-controlling interests arising on business combinations

-

-

-

-

-

-

284

284

At 1 January 2011

1,681

23,013

244

1,972

(3,686)

23,224

305

23,529

Comprehensive income









Loss for the period

-

-

-

-

(1,658)

(1,658)

32

(1,626)

Other comprehensive income









Actuarial loss on pension

-

-

-

-

(5)

(5)

-

(5)

Currency translation differences

-

-

-

733

-

733

19

752

Transactions with owners









Proceeds from shares issued

669

12,105

-

-

-

12,774

-

12,774

Share based payment

-

-

-

-

361

361

-

361

Dividends payment to minority

-

-

-

-

-

-

(45)

(45)

At 30 June 2011

2,350

35,118

244

2,705

(4,988)

35,505

311

35,740









 









 








 


NOTES FORMING PART OF THE INTERIM FINANCIAL STATEMENTS

 

1.          General Information

 

EKF Diagnostics Holdings plc is a public limited company incorporated in the United Kingdom (Registration Number 04347937). The address of the registered office is 14 Kinnerton Place South, London SW1X 8EH.

 

The Group's principal activity focuses within the In-Vitro Diagnostics devices ("IVD") market place.

 

The financial information in these interim results is that of the holding company and all of its subsidiaries. It has been prepared in accordance with the recognition and measurement requirements of International Financial Reporting Standards as adopted for use in the EU (IFRSs). The accounting policies applied by the Group in this financial information are the same as those applied by the Group in its financial statements for the year ended 31 December 2010 and which will form the basis of the 2011 financial statements except for a number of new and amended standards which have become effective since the beginning of the previous financial year. These new and amended standards are not expected to materially affect the Group.

The financial information presented herein does not constitute full statutory accounts under Section 434 of the Companies Act 2006 and was not subject to a formal review by the auditors. The financial information in respect of the year ended 31 December 2010 has been extracted from the statutory accounts which have been delivered to the Registrar of Companies. The Group's Independent Auditor's report on those accounts was unqualified, did not include references to any matters to which the auditor drew attention by way of emphasis without qualifying their report and did not contain a statement under section 498(2) or 498(3) of the Companies Act 2006. The financial information for the half years ended 30 June 2011 and 30 June 2010 is unaudited and the twelve months to 31 December 2010 is audited.

 

2.           Significant accounting policies

 

Intangible Assets

(a) Goodwill

Goodwill represents the excess of the cost of an acquisition over the fair value of the Group's share of the net identifiable assets of the acquired subsidiary at the date of the acquisition. Goodwill on acquisitions of subsidiaries is included in 'intangible assets'. Goodwill has an infinite useful life and is tested annually for impairment and carried at cost less accumulated impairment losses. Impairment losses on goodwill are not reversed. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.

 

Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made to those cash-generating units or Groups of cash-generating units that are expected to benefit from the business combination in which the goodwill arose, identified according to operating segment.

 

(b) Trademarks and licences

Separately acquired trademarks and licences are shown at historical cost. Trademarks and licenses acquired in a business combination are recognised at fair value at the acquisition date. Trademarks and licenses have a finite useful life and are carried at cost less accumulated amortisation. Amortisation is calculated using the straight-line method to allocate the cost of trademarks and licenses over their estimated useful lives of between 8 to 12 years and is charged to administrative expenses in the income statement.

 

(c) Contractual customer relationships

Contractual customer relationships acquired in a business combination are recognised at fair value at the acquisition date. The contractual customer relationships have a finite useful life and are carried at cost less accumulated amortisation. Amortisation is calculated using the straight-line method over the expected life of the customer relationship of between 6 to 12 years and is charged to administrative expenses in the income statement.

 

(d) Trade secrets

Trade secrets, includes technical knowhow, operating procedures, methods and processes, acquired in a business combination are recognised at fair value at the acquisition date. Trade secrets have a finite useful life and are carried at cost less accumulated amortisation. Amortisation is calculated using the straight-line method to allocate the cost of trade secrets over their estimated useful lives of between 7 to 16 years and is charged to administrative expenses in the income statement.

 

(e) Research and Development costs

Expenditure incurred on the development of new or substantially improved products or processes is capitalised, provided that the related project satisfies the criteria for capitalisation, including the project's technical feasibility and likely commercial benefit.  All other research and development costs are expensed as incurred.

Development costs are amortised over the estimated useful life of the products with which they are associated. Amortisation commences when a new product is in commercial production. The amortisation is charged to administrative expenses in the income statement. The estimated remaining useful lives of development costs are reviewed at least on an annual basis.

 

The carrying value of capitalised development costs is reviewed for potential impairment at least annually and if a product becomes unviable and an impairment is identified the deferred development costs are immediately charged to the income statement.

 

Inventories

Inventories and work in progress are stated at the lower of cost and net realisable value. Cost is calculated on a first in and first out basis and includes raw materials, direct labour, other direct costs and attributable production overheads, where appropriate.  Net realisable value represents the estimated selling price less all estimated costs of completion and applicable selling costs. Where necessary, provision is made for slow moving and obsolete inventory. Inventory on consignment and their related obligations are recognised in current assets and payables respectively.

 

Provisions

Provision for restructuring costs and legal claims are recognised when the Group has a present legal or constructive obligation as a result of past event and it is probable that an outflow of resources will be required to settle the obligation and the amount can be reliably measured. Restructuring provisions are recognised where the restructuring has been announced prior to the end of the reporting period. Restructuring costs include the costs of redundancy, outplacement fees and relocation where appropriate.

 

Provision is made for product warranty claims to the extent that the Group has a current obligation under warranties given. Warranty accruals are based on historic warranty claims experience. Provisions are discounted to their present value where the impact is significant.

 

Employee benefits

Share-based compensation

The Group operates a number of equity-settled, share-based compensation plans, under which the Group receives services from employees as consideration for equity instruments of the Group. Equity-settled share-based payments are measured at fair value at the date of grant and are expensed over the vesting period based on the number of instruments that are expected to vest. For plans where vesting conditions are based on share price targets, the fair value at the date of grant reflects these conditions. Where applicable the Group recognises the impact of revisions to original estimates in the income statement, with a corresponding adjustment to equity for equity-settled schemes. Fair values are measured using appropriate valuation models, taking into account the terms and conditions of the awards.

 

When the share based payment awards are exercised, the Company issues new shares. The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium.

 



Revenue recognition

(a) Sale of goods and services

Revenue for the sale of medical diagnostic instruments and reagents is measured at the fair value of the consideration received or receivable and represents the invoiced value for the sale of the goods and services net of sales taxes, rebates and discounts. Revenue from the sale of goods is recognised when a Group Company has delivered products to the customer, the customer has accepted the products and collectability of the related receivables is reasonably assured.

 

(b) Interest income

Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount.

 

Exceptional items

These are items of an unusual or non-recurring nature incurred by the Group and include transactional costs and one off items relating to business combinations, such as acquisition expenses.

 

3.          Segmental reporting

 

The segment information provided to the Board for the reportable segments is as follows:

Period ended 30 June 2011unaudited


Germany

UK

USA

Ireland

Poland

Russia

Switzerland

Other

Total








(Discontinued)




£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Income statement










Revenue

9,619

470

458

537

490

1,196

-

-

12,770

Inter segment

(5,390)

-

-

-

-

-

-


(5,390)

External revenue

4,229

470

458

537

490

1,196

-

-

7,380

EBITDA

1,180

(478)

41

(127)

99

102

-

(1,288)

(471)

Depreciation

(306)

(45)

(8)

(24)

(2)

(2)

-

-

(387)

Amortisation

(320)

(95)

(19)

(107)

(67)

(24)

-

-

(632)

Operating profit/(loss)

554

(618)

14

(258)

30

76

-

(1,288)

(1,490)

Net finance costs

(73)

-

(3)

1

-

-

-

13

(62)

Income tax

14

24

(7)

27

(11)

(13)

-

-

34

Discontinued operations

-

-

-

-

-

-

(108)

-

(108)

Retained profit/(loss)

495

(594)

4

(230)

19

63

(108)

(1,275)

(1,626)

Segment assets







Operating assets

20,813

6,780

20,924

2,888

1,621

1,298

1,897

19,661

75,882

Inter segment assets

(1,252)

-

-

-

-

-

(1,661)

(17,725)

(20,638)

External operating assets

19,561

6,780

20,924

2,888

1,621

1,298

236

1,936

55,244

Cash

309

182

190

209

15

172

76

4,362

5,515

Total assets

19,870

6,962

21,114

3,097

1,636

1,470

312

6,298

60,759

Segment liabilities










Operating liabilities

14,739

2,609

22,763

1,003

422

321

269

6,209

48,335

Inter segment liabilities

(7,969)

(1,769)

(8,696)

(372)

(171)

-

-

(1,661)

(20,638)

External operating liabilities

6,770

840

14,067

631

251

321

269

4,548

27,697

Borrowings

(1,025)

-

(1,653)

-

-

-

-

-

(2,678)

Total liabilities

5,745

840

12,414

631

251

321

269

4,548

25,019

Other segmental information










Non current assets - PPE

3,771

547

4,331

120

113

4

-

1,691

10,577

Non current assets - Intangibles

11,106

5,681

13,543

2,291

1,061

525

-

-

34,207

Year ended December 2010 audited

 


Germany

UK

Ireland

Poland

Russia

Switzerland

Other

Total







(Discontinued)



£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Income statement








Revenue

10,092

185

50

486

1,478

-

-

12,291

Inter segment

(5,808)

-

-

-

-

-

-

(5,808)

External revenue

4,284

185

50

486

1,478

-

-

6,483

EBITDA

1,044

(91)

(37)

151

18

-

(2,200)

(1,115)

Depreciation

(342)

(11)

(3)

(6)

(3)

-

-

(365)

Amortisation

(304)

(44)

(15)

(64)

(23)

-

-

(450)

Operating profit/(loss)

398

(146)

(55)

81

(8)

-

(2,200)

(1,930)

Net finance costs

(247)

-

-

-

-

-

88

Income tax

(17)

12

77

(11)

(12)

-

-

Discontinued operations

-

-

-

-

-

(1,372)

-

(1,372)

Retained profit/(loss)

134

(134)

22

70

(20)

(1,372)

(2,112)

(3,412)

Segment assets









Operating assets

21,551

6,075

2,183

1,284

688

1,534

9,100

Inter segment assets

(1,090)

-

-

-

-

(1,344)

(7,194)

(9,628)

External operating assets

20,461

6,075

2,183

1,284

688

190

1,906

32,787

Cash

811

76

202

13

203

112

1,775

3,192

Total assets

21,272

6,151

2,385

1,297

891

302

3,681

35,979

Segment liabilities









Operating liabilities

12,702

1,438

517

304

178

14

6,387

Inter segment liabilities

(7,473)

(775)

-

(35)

-

464

(1,809)

(9,628)

External operating liabilities

5,229

663

517

269

178

478

4,578

11,912

Borrowings

538

-

-

-

-

-

-

538

Total liabilities

5,767

663

517

269

178

478

4,578

12,450

 

Other segmental information









Non current assets - PPE

3,378

243

112

56

8

-

1,670

Non current assets - Intangibles

11,006

5,573

2,111

1,022

548

-

-

20,260

 

 

 

 



Period ended June 2010 unaudited







Switzerland

Other

Total







(Discontinued)








£'000

£'000

£'000

Income statement








Revenue






-

-

-

Inter segment






-

-

-

External revenue






-

-

-

EBITDA






-

(313)

(313)

Depreciation






-

-

-

Amortisation






-

-

-

Operating loss






-

(313)

(313)

Net finance costs






-

11

Discontinued operations






(373)

-

(373)

Retained loss






(373)

(302)

(675)

Segment assets









Operating assets






2,485

2,036

Inter segment assets






(83)

-

(83)

External operating assets






2,402

2,036

4,438

Cash






95

2,485

2,580

Total assets






2,497

4,521

7,018

Segment liabilities









Operating liabilities






785

1,208

Inter segment liabilities






-

(83)

(83)

External operating liabilities






785

1,125

1,910

Borrowings






-

-

-

Total liabilities






785

1,125

1,910

 

Other segmental information









Non current assets -  intangibles






1,276

-

1,276

 

Other primarily relates to the Holding company.

 

Disclosure of Group revenues by geographic location



Unaudited

6 months

ended 30

June 2011


Unaudited

6 months

ended 30

June 2010


Audited

Year ended

31 December 2010



£000


£000


£000








Americas







United States of America


1,229


-


888

Rest of Americas


129


-


1,028

Europe, Middles East and Africa (EMEA)







Germany


993


-


975

United Kingdom


25


-


45

Rest of Europe


1,863


-


1,016

Russia


1,478


-


1,528

Middle East


225


-


208

Africa


554


-


189

Rest of World







China


579


-


355

Rest of Asia


293


-


224

New Zealand/Australia


12


-


27



7,380


-


6,483



4.          Exceptional items

 

Included within administration expenses and cost of sale are exceptional items as shown below:

 



Unaudited

6 months

ended 30

June 2011


Unaudited

6 months

ended 30

June 2010


Audited

Year ended

31 December 2010



£000


£000


£000








Exceptional items includes:







- Transaction costs relating to business combinations (note a)


320


64


1,582

- Loss on stock (note b)


-


-


337

Exceptional items - continuing


320


64


1,919

Exceptional items - discontinued (note c)


-


259


354

 

(a) Transaction costs relating to business combinations - included within administrative expenses

(b) Loss on stock - included within cost of sales

Under the requirements of IFRS 3 'Business combinations' the value of inventory acquired with the acquisitions was uplifted to its sales value less cost to sell. The post-acquisition impact of selling the acquired inventory at its uplifted sales value has been to reduce gross profit.

(c) Discontinued exceptional items relate to an impairment charged in 2010 and a profit on sale of intangibles in 2009.

 



5.          Income tax credit

 



Unaudited

6 months

ended 30

June 2011


Unaudited

6 months

ended 30

June 2010


Audited

Year ended

31 December 2010



£000


£000


£000








Current tax







Current tax on loss for the period


130


-


132

Deferred tax







Origination and reversal of temporary differences


(164)


-


(181)



(34)


-


(49)

 

 

6.          Loss per share

 

(a) Basic

Basic loss per share is calculated by dividing the loss attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the period.

 



Unaudited

6 months ended 30 June 2011


Unaudited

6 months ended 30 June 2010


Audited year ended 31 December 2010



£'000


£'000


£'000

Loss attributable to equity holders of the company


(1,658)


(675)


(3,435)

Loss from continuing operations attributable to equity holders of the company


(1,550)


(302)


(2,063)

Loss from discontinued operations attributable to equity holders of the company


(108)


(373)


(1,372)








Weighted average number ordinary shares in issue


174,055,862


41,991,653


97,800,087








Basic loss per share


(0.95)


(1.61)


(3.51)

Basic loss per share from continuing operations


(0.89)


(0.72)


(2.11)

Basic loss per share from discontinued operations


(0.06)


(0.89)


(1.40)

 

(b)     Diluted

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. The Company has three categories of dilutive potential ordinary share: equity based long term incentive plans, equity based bonus incentive plans and share options. There is no dilutive effect of these potential ordinary shares.



7. Intangible Fixed Assets

Group

 

 

 

Goodwill

£'000

 

Trademarks, trade names & licences

£'000

 

 

Customer relationships

£'000

 

Trade secrets

£'000

 

Development costs

£'000

 

 

Total

£'000

Cost







At 1 January 2010

-

1,949

-

-

-

1,949

Transfer to current assets

-

-

-

-

-

-

Exchange differences

-

47

-

-

-

47

Disposals

-

(709)

-

-

-

(709)

Impairment

-

(11)

-

-

-

(11)

At 30 June 2010

-

1,276

-

-

-

1,276

Transfer to current assets

-

(100)

-

-

-

(100)

Acquisition of subsidiaries

8,967

384

1,740

9,100

-

20,191

Acquired with subsidiaries

-

13

-

-

-

13

Exchange differences

119

198

99

271

-

687

Disposals

-

(1,014)

-

-

-

(1,014)

Impairment

-

(343)

-

-

-

(343)

At 31 December 2010

9,086

414

1,839

9,371

-

20,710

Acquisition of subsidiaries

4,643

1,119

6,963

602

236

13,563

Additions

-

-

-

-

352

352

Exchange differences

253

28

89

319

-

689

At 30 June 2011

13,982

1,561

8,891

10,292

588

35,314








Amortisation







At 1 January 2010

-

-

-

-

-

-

Charge for the period

-

-

-

-

-

-

At 30 June 2010

-

-

-

-

-

-

Charge for the year

-

24

114

312

-

450

At 31 December 2010

-

24

114

312

-

450

Exchange differences

-

7

6

12

-

25

Charge for the year

-

23

142

448

19

632

At 30 June 2011

-

54

262

772

19

1,107

 

 

Net book value







30 June 2011

13,982

1,507

8,629

9,520

569

34,207

31 December 2010

9,086

390

1,725

9,059

-

20,260

30 June 2010

-

1,276

-

-

-

1,276

 

 

 



Business Combinations

 

Acquisition of Stanbio LLP

 

On 16 June 2011, the Group acquired 100% of the share capital of Stanbio LLP, a Group focused on the design, development, manufacture and sale of diagnostic instruments, reagents and ancillary products.

 

The goodwill of £4,643,000 arising from the acquisition is attributable to the expected future profitability of the acquired business and synergies expected to arrive from the incorporation of the business within the Group.

 

None of the goodwill recognised is expected to be deductible for income tax purposes.  The following table summarises the provisional fair values of the consideration paid for Stanbio LLP and the amounts of the assets acquired and liabilities assumed recognised at the acquisition date.

Provisional fair values


£'000

Consideration at 16 June 2011


Cash

8,696

Equity instruments (16,189,675 ordinary shares are being held in escrow with one third being released on each of the first, second, and third anniversary of completion.)

3,416

Deferred consideration

3,985

Total consideration

16,097

Acquisition-related costs

320

Recognised amounts of identifiable assets acquired and liabilities assumed


Cash and cash equivalents

6

Property, plant and equipment

4,339

Trade names - included in intangibles 

1,119

Customer relations -  included in intangibles

6,963

Trade secrets - included in intangibles   

602

Development costs

236

Inventories

1,805

Trade and other receivables

1,380

Trade and other payables

(886)

Borrowings

(1,666)

Deferred tax liabilities

(2,444)

Total identifiable net assets

11,454

Goodwill

4,643

 

The fair value of the 16,189,675 ordinary shares to be held in escrow with one third being released on each of the first, second and third anniversary of the acquisition, as part of the consideration paid for Stanbio LLP was based on the published share price on 16 June 2011. 

 

8. Dividends

 

There were no dividends provided or paid during the six months.

 

9. Share capital

 

On 9 February 2011 and 28 June 2011 650,000 and 1,250,000 share options were exercised at 18.5p and 20p respectively.

 

On 16 June 2011, £13 million before expenses was raised through the placing of 65,000,000 ordinary shares of 1p each in the Company at 20p per share.

 

 10.   Press

                      

A copy of this announcement is available from the Company's website, being www.ekfdiagnostics.com.  If you would like to receive a hard copy of the interim report please contact the EKF Diagnostics Holdings Plc offices on +44 (0) 29 2071 0570 to request a copy.

 

 

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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