RNS Number : 0107O
EKF Diagnostics Holdings PLC
16 September 2013
 



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 six months ended 30 June 2013.

 

Financial Highlights

 

·     Revenue up 17.7% to £14.89m (H1 2012: £12.65m)

·     Adjusted EBITDA* up 51.6% to £2.12m (H1 2012: £1.40m)

·     Cash generated from operations of £1.56m (H1 2012: £0.15m)

·     Cash at 30 June 2013 was £3.14m after deferred consideration payments of £1.43m (31 December 2012: £4.33m)

* Before exceptional items and share based payments

 

Operational Highlights

 

·     Quo-Lab and Quo-Test organic revenue growth of 115% from H1 2012

·     Hemo Control/HemoPoint organic revenue growth of 15% from H1 2012

·     Biosen product line organic revenue growth of 24% from H1 2012

·     Management restructure including promotion of Richard Evans to COO

 

Commenting on outlook, David Evans, Executive Chairman of EKF, said: "With an encouraging start to the second half of the year, and performance in line with management expectations we look forward to the rest of the year with confidence, supported in particular by an increasing contribution from Quo-Lab sales worldwide through our distributors and OEM partners as well as HemoPoint H2 sales through the Alere agreement in North America. In line with our stated strategy we will continue to identify and evaluate suitable acquisition opportunities."

 

Enquiries:

 

EKF Diagnostics Holdings plc     

 

 

Tel: +44 (0) 29 2071 0570

David Evans, Executive Chairman

Mob: +44 (0) 7740 084 452

Julian Baines, CEO                                        

Mob: +44 (0) 7788 420 859

www.ekfdiagnostics.com




Canaccord Genuity Limited         

Tel: +44 (0) 20 7523 8000

Lucy Tilley/Henry Fitzgerald-O'Connor/Dr Julian Feneley




Walbrook PR Limited 

Tel: +44 (0) 20 7933 8780 or ekf@walbrookpr.com  

Paul McManus

Mob: +44 (0) 7980 541 893

Paul Cornelius

Mob: +44 (0) 7866 384 707

 



 

CHAIRMAN'S STATEMENT

 

Dear Fellow Shareholder

 

I am pleased to present half year results which show the Group making strong but steady progress. Revenue has shown an encouraging increase of 17.7% to £14.89m (H1 2012: £12.65m), adjusted EBITDA has also continued to rise considerably and above original market expectations to £2.12m, an increase of 51.6% over the same period last year (H1 2012: £1.40m).

 

Strategy

 

We continue to work towards building a world class diagnostics company focussing on the point of care, central laboratory, and molecular diagnostics segments. We are building the Group through driving the performance of our existing businesses, sealing partnerships with leading players in the diagnostics market, and making appropriate acquisitions. Our business model involves us selling direct in some of our domestic markets while utilising carefully chosen distributors and OEM customers in others. This model has allowed us to sell into over 100 countries in the first six months, from Albania to Zambia.

 

Acquisition

On 8 March 2013 the Group acquired 360 Genomics Limited ("360"), a business that develops diagnostic technologies for cancer gene detection. The initial consideration of £1.6m was satisfied through the issue of 5,649,717 new ordinary shares in EKF at an issue price of 28.32 pence per share. In addition, deferred contingent consideration of up to £8.0m is payable, depending mainly on the sales performance of the technologies acquired in the period up to 31 December 2019. 360 will form part of the Group's new Molecular Diagnostics division. More details of the acquisition are provided in note 8.

Operations

 

In the point of care segment, our main interests are in diabetes and haematology. Our products are mainly instrument based and an increasing revenue stream comes from supplying consumables to the installed base. We have now supplied and installed over 50,000 instruments in the last 5 years alone, and sales in the first half of 2013 increased by 15% compared to the same period last year. Many of these are our HemoControl haematology analysers (sold as HemoPoint H2 in the US), and we have continued to see strong demand for both instruments and consumables, especially from North America including the USA where Alere Inc. is our distribution partner. We are expecting to participate in tenders in the second half of the year which have a significantly higher value than in the first half, particularly in Mexico.

 

Demand for our Quo-Test and Quo-Lab HbA1c tests has remained very encouraging, with sales having increased by 115% compared to the same period last year. We have signed OEM deals for Quo-Lab with two European companies, one with the German based blood glucose monitoring specialist IME-DC GmbH, and the second with a leading international clinical diagnostic specialist. Several other companies are keen to conclude contracts.

 

Our Biosen analyser which measures lactate and glucose levels in a point of care machine continues to be very popular especially in Eastern Europe and China. Sales have increased by 24% compared to the same period last year. The lactate version is used by top professional sports teams in Germany, the UK and other countries.

 

Our major products in the central laboratory segment are in clinical chemistry where our most successful product is Beta-Hydroxybutyrate (ßHB) Liquid Reagent. Sales of this product have remained constant despite the re-entry to the market of its major competitor.

 

Following the acquisition of 360, the Group formed a new molecular diagnostics business. Led by Andrew Webb, they will be concentrating in the first instance on two product lines: PointMan, which was acquired through 360; and Xtract, which was licenced from Arcis Biotechnology in 2012.

 

Progress with the PointMan enrichment technology has been rapid. We have already launched three kits for Research Use Only and received the first order, with a further three expected to launch in September 2013. Ten kits have been shipped to sample sites for pre-clinical trials for diagnostic use. Most importantly, a proof of concept trial is underway with the Welsh Cancer Bank for a liquid biopsy using blood. The results of this trial are expected before the end of the year.

 

Development of the Xtract DNA extraction technology is progressing satisfactorily. Product validation work is currently being undertaken with a leading Welsh academic institution.

 

New product development

 

The American Association of Clinical Chemistry's annual meeting in July (AACC) saw the worldwide launch of the Group's new strip based tests using the STAT-Site M platform developed in the USA by Stanbio Laboratory. The new tests are ßHB, which provides a quick and easy assessment of diabetic ketoacidosis; and Hgb, for the rapid point-of-care analysis of haemoglobin for anaemia determination.

 

In June, we introduced a novel test to accurately identify diabetic patients at high risk of progression to end stage renal disease up to 10 years in advance, which is well above the capabilities of currently available tests. Our new sTNFr1 test is an ELISA assay that has the potential to significantly improve diabetic patient management and outcomes. This test is the first output from the licence agreement with the Joslin Diabetes Centre.

 

During the period we have also showcased the Lactate Scout+ hand-held lactate analyser. Work continues with our partners to develop applications in obstetrics using our lactate sensor technology. We are also continuing with the development of new analytes for our Quo-Lab product line, and of RenaStat, our acute kidney injury test.

 

Financial review

 

Revenue

 

Revenue has shown an increase of 17.7% to £14.89m (H1 2012: £12.65m). This increase has been broadly based with improvements in sales of both instruments and consumables, and across many geographic regions. It reflects the hard work that has been done over the last few years to drive instrument placements.

 

Margins

 

Gross margins have reduced to 51.3% (H1 2012: 57.4%). This is mainly as a result of product mix.

 

 Adjusted EBITDA

 

The Group continues to consider that adjusted earnings before interest, tax, depreciation and amortisation (AEBITDA) is the most meaningful measure of profitability at this stage of the Group's development. AEBITDA has increased to £2.12m, an increase of 51.6% over the same period last year (H1 2012: £1.40m), largely as a result of the improved turnover.

 

Profit before tax and loss after tax

 

The Group has made a profit before tax of £0.19m (H1 2012: £0.15m). As outlined in the Admission Document published on 15 June 2010, part of the outstanding deferred consideration for the acquisition of EKF-diagnostic GmbH would be reduced to the extent that there have been any claims under the warranties in the acquisition agreement. The Company has been advised by its German tax advisers that there is a potential tax and associated interest liability associated with the EKF-diagnostic GmbH business prior to acquisition, of up to €1.44m (£1.23m). Under the warranties of the acquisition agreement EKF had already withheld payment of the deferred consideration to cover such liability. The Board has determined that the maximum likely liability is a tax charge of €0.70m (£0.60m). The warranty claim effect of this is included as a deduction from administration costs and has also been disclosed as an exceptional item. The liability effect is shown in corporation tax.

 

Balance sheet

 

The cash position of the Company remains strong, with cash balances as at 30 June 2013 of £3.14m (As at 31 December 2012: £4.33m). The reduction in cash reflects deferred cash consideration payments of £1.43m that were made during the period. This included the second payment in relation to the Stanbio acquisition and the deferred consideration payment for the Quotient acquisition, the balance of which will be settled in June 2014. Cash generated from operations for the six months was £1.56m (H1 2012: £0.15m).

 

Management

 

The Group has made a number of management changes to facilitate continued growth.

Richard Evans, Finance Director, has been promoted to Chief Operating Officer. His new role reflects the de facto responsibility he has assumed for operational issues and his success in driving operational efficiencies across the Company. Paul Foulger, Company Secretary, has re-joined the Board taking on the role of Interim Finance Director until a new full-time Finance Director is recruited. Paul previously held the role of Finance Director for EKF up until September 2011 and has an in-depth understanding of the Group. Recruitment of a full time Finance Director has commenced.

Dr David Corr, Head of Research and Development at EKF, has been appointed as Chief Technology Officer, a non-Board position.

Bill Pippin, president of Stanbio Laboratory has decided to retire from the business. A replacement will be appointed in due course. We wish Bill a long and happy retirement.

 

Outlook

 

With an encouraging start to the second half of the year, and performance in line with management expectations we look forward to the rest of the year with confidence, supported in particular by an increasing contribution from Quo-Lab sales worldwide through our distributors and OEM partners as well as HemoPoint H2 sales through the Alere agreement in North America.  In line with our stated strategy, we will continue to identify and evaluate suitable acquisition opportunities.

 

David Evans
Executive Chairman

 



 

CONSOLIDATED INCOME STATEMENT







FOR THE 6 MONTHS ENDED 30 JUNE 2013



Unaudited 6 months ended 30 June 2012






Unaudited 6 months ended 30 June 2013



Audited Year ended 31 December 2012


Notes


£'000


£'000


£'000

Continuing operations








Revenue

3


14,887


12,652


26,060

Cost of sales



(7,239)


(5,384)


(11,747)

Gross profit



7,648


7,268


14,313

Administrative expenses



(7,110)


(7,243)


(14,651)

Other income



121


313


542

Operating profit



659


338


204

Depreciation and amortisation



(1,744)


(1,515)


(3,079)

Share based payments



(231)


(264)


(537)

Exceptional items

4


510


716


618

EBITDA before exceptional items and share based payments



2,124


1,401


3,202

Finance income



3


17


4

Finance costs



(471)


(203)


(404)

Profit/(loss) before income tax



191


152


(196)

Income tax (charge)/credit

5


(1,134)


(538)


606

(Loss)/profit for the period from continued operations



(943)


(386)


410

Discontinued operations








Profit for the period from discontinued operations



-


1,598


1,594

(Loss)/profit for the period



(943)


1,212


2,004









(Loss)/profit attributable to:








Owners of the parent



(1,019)


1,151


1,830

Non-controlling interest



76


61


174




(943)


1,212


2,004

 

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

6










Pence


Pence


Pence

Basic








From continuing operations



(0.38)


(0.18)


0.09

From discontinued operations



0.00


0.64


0.62

Continued and discontinued operations



(0.38)


0.46


0.71

Diluted








From continuing operations



(0.36)


(0.16)


0.09

From discontinued operations



0.00


0.57


0.59

Continued and discontinued operations



(0.36)


0.41


0.68

 

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME





FOR THE 6 MONTHS ENDED 30 JUNE 2013



















Unaudited


Unaudited


Audited




6 months ended 30 June 2013


6 months ended 30 June 2012


Year ended 31 December 2012




£'000


£'000


£'000









(Loss)/profit for the period



(943)


         1,212


2,004

Other comprehensive income:








Actuarial loss on pension scheme



-


            (3)


            (18)

Recycling of reserves in respect of available-for-sale financial assets



-


                 -


             67

Recycling of currency translations in respect of disposal of subsidiary



-


       (1,587)


(1,587)

Currency translation differences



1,713


          (660)


          (947)

Other comprehensive income for the period



1,713


       (2,250)


       (2,485)

Total comprehensive profit/(loss) for the period



770


       (1,038)


       (481)









Attributable to:








Owners of the parent



693


   (1,099)


       (659)

Non-controlling interests



77


               61


             178




770


       (1,038)


       (481)

 



 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION




 

AS AT 30 JUNE 2013







 



Unaudited as at 30 June 2013


Unaudited as at 30 June 2012


Audited as at 31 December 2012

 


Notes

£'000


£'000


£'000

 

Assets







 

Non-current assets







 

Property, plant and equipment


9,971


        10,226


10,014

 

Intangibles

7

36,605


        31,911


31,250

 

Investments


250


             250


250

 

Deferred tax assets


977


             158


973

 

Available-for-sale financial assets


-


               54


-

 

Total non-current assets


47,803


        42,599


42,487

 








 

Current Assets







 

Inventories


5,691


          5,685


4,971

 

Trade and other receivables


5,342


          4,422


3,884

 

Deferred tax assets


47


               66


44

 

Cash and cash equivalents


3,138


          3,165


4,331

 

Total current assets


14,218


        13,338


13,230

 

Total assets


62,021


        55,937


55,717

 








 

Equity attributable to owners







 

Ordinary shares


2,728


          2,539


2,671

 

Share premium account


41,783


        38,372


40,240

 

Other reserve


41


                 -


-

 

Foreign currency reserves


645


           (670)


(961)

 

Retained Earnings


(3,686)


        (4,008)


(3,004)

 



41,511


        36,233


38,946

 

Non-controlling interest


389


             363


481

 

Total equity


41,900


        36,596


39,427

 








 

Liabilities







 

Non-current liabilities







 

Borrowings


2,234


          2,006


2,031

 

Deferred consideration


5,237


          3,091


3,114

 

Deferred tax liability


3,911


          4,131


3,793

 

Retirement benefit obligation


128


             101


112

 

Total non-current liabilities


11,510


          9,329


9,050

 








 

Current liabilities







 

Trade and other payables


4,879


          4,416


3,743

 

Deferred consideration


2,132


          4,514


2,600

 

Current income tax liabilities


1,103


             429


200

 

Deferred tax liabilities


241


             457


417

 

Borrowings


256


             196


280

 

Total current liabilities


8,611


        10,012


7,240

 

Total liabilities


20,121


        19,341


16,290

 

Total equity and liabilities


62,021


        55,937


55,717

 

 

 

 

 

CONSOLIDATED STATEMENT OF CASH FLOWS





 

FOR THE 6 MONTHS ENDED 30 JUNE 2013





 


Unaudited 6 months ended 30 June 2013


Unaudited 6 months ended 30 June 2012


 Audited Year to 31 December 2012

 


£'000


£'000


£'000

 

Cash flow from operating activities






 

(Loss)/profit before income tax

191


152


(196)

 

Adjustments for






 

- Discontinued activities

-


1,598


-

 

- Recycle of foreign exchange gains on disposal of subsidiary

-


(1,587)


-

 

- Release of provision

-


(503)


(503)

 

- Warranty claim in relation to EKF-diagnostic

(595)


-


-

 

- Depreciation

654


554


1,165

 

- Amortisation and impairment charges

1,090


961


1,914

 

- Defined benefit pension scheme

-


-


(3)

 

- Loss/(profit)/ on disposal of assets

18


-


(115)

 

- Share-based payments

231


264


537

 

- Foreign exchange gains on operating activities

-


(5)


-

 

- Net finance costs

468


186


400

 

Changes in working capital






 

- Inventories

(529)


(874)


(314)

 

- Trade and other receivables

(683)


(149)


319

 

- Trade and other payables

719


(445)


(684)

 

Cash generated by operations

1,564


152


2,520

 

Interest paid

(54)


(73)


(144)

 

Income tax paid

(503)


(566)


(777)

 

Net cash generated by/(used in) operating activities

1,007


(487)


1,599

 


Cash flow from investing activities






 

Acquisition of investments

-


(250)


(250)

 

Purchase of property, plant and equipment (PPE)

(293)


(340)


(961)

 

Purchase of intangibles

(630)


(333)


(977)

 

Proceeds from sale of  PPE

127


17


120

 

Proceeds from disposal of available-for-sale assets

-


277


462

 

Interest received

3


16


4

 

Net cash used in investing activities

(793)


(613)


(1,602)

 


Cash flow from financing activities






 

Proceeds from issuance of ordinary shares

-


27


127

 

New borrowings

212


181


-

 

Repayment of borrowings

(149)


(392)


(312)

 

Dividends paid to non-controlling interests

(169)


(84)


(83)

 

Repayment of deferred consideration

(1,429)


(637)


(617)

 

Net cash used in by financing activities

(1,535)


(905)


(885)

 

Net decrease in cash and cash equivalents

(1,321)


(2,005)


(888)

 

Cash and cash equivalents at beginning of period

4,331


5,219


5,219

 

Exchange gains/(losses) on cash and cash equivalents

128


(49)


-

 

Cash and cash equivalents at end of period

3,138


3,165


4,331

 

 

 

 

 

 

STATEMENT OF CHANGES IN EQUITY







FOR THE 6 MONTHS ENDED 30 JUNE 2013








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 2012

       2,512

     38,372

         244

       1,577

   (5,664)

    37,041

          386

 37,427

Comprehensive income









Profit for the period

               -

             -

             -

               -

1,151

1,151

            61

   1,212

Other comprehensive income









Actuarial loss on pension

               -

              -

             -

               -

          (3)

          (3)

               -

        (3)

Recycling of reserves in respect of disposal of subsidiary

               -

              -

      (244)

    (1,587)

        244

   (1,587)

               -

 (1,587)

Currency translation differences

               -

              -

             -

       (660)

              -

      (660)

               -

    (660)

Transactions with owners









Proceeds from shares issued

            27

              -

             -

               -

              -

           27

               -

        27

Share based payment

               -

              -

             -

               -

         264

         264

               -

      264

Dividends to non-controlling interest

               -

              -

             -

               -

              -

             -

           (84)

      (84)

At 30 June 2012

       2,539

     38,372

             -

       (670)

   (4,008)

    36,233

          363

 36,596

Comprehensive income









Profit for the period

-

-

-

-

679

679

113

792

Other comprehensive income









Actuarial loss on pension

-

-

-

-

(15)

(15)

-

(15)

Recycling of reserves in respect of available-for-sale financial assets

-

-

-

-

67

67

-

67

Currency translation differences

-

-

-

(291)

-

(291)

4

(287)

Transactions with owners









Proceeds from shares issued

132

1,868

-

-

-

2,000

-

2,000

Share based payment

-

-

-

-

273

273


273

Dividends to non-controlling interest

-

-

-

-

-

-

1

1

At 31 December 2012

2,671

40,240

-

(961)

(3,004)

38,946

481

39,427

Comprehensive income









Loss for the period

-

-

-

-

(1,019)

(1,019)

76

(943)

Other comprehensive income









Currency translation differences

-

-

-

1,606

106

1,712

1

1,713

Total comprehensive income

-

-

-

1,606

(913)

693

77

770

Transactions with owners









Proceeds from shares issued

57

1,543

-

-

-

1,600

-

1,600

Issue of convertible loan notes in subsidiary

-

-

41

-

-

41

-

41

Share based payment

-

-

-

-

231

231

-

231

Dividends to non-controlling interest

-

-

-

-

-

-

(169)

(169)

Total contributions by and distributions to owners

57

1,543

41

-

231

1,872

(169)

1,703

At 30 June 2013

2,728

41,783

41

645

(3,686)

41,511

389

41,900

 

 


NOTES FORMING PART OF THE INTERIM FINANCIAL STATEMENTS

 

1.              General information and basis of presentation

 

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 continues to be that of a business focused 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 2012 and which will form the basis of the 2013 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 2012 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 2013 and 30 June 2012 is unaudited and the twelve months to 31 December 2012 is audited.

These interim accounts have not been prepared in accordance with IAS 34.

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

Research and development costs acquired in a business combination are recognised at fair value at the acquisition date. Research and development costs 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 over their estimated useful lives of 15 years and is charged to administrative expenses in the income statement.

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

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

 

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

 

(f) Non-Compete clauses

Non-compete clauses included in contracts for business combinations are recognised at fair value at the acquisition date. Non-compete clauses have a finite useful life and are carried at fair value less accumulated amortisation. Amortisation is calculated using the straight-line method to allocate the value of non-compete clauses over their estimated useful lives of 3 years and is charged to administrative expenses in 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 the estimated effect of a warranty claim, transactional costs relating to business combinations and in prior periods profits on disposal of listed securities, and the one off effect of a litigation settlement.

 

3.              Segmental reporting

 

Management has determined the Group's operating segments based on the monthly management reports presented to the Chief Operating Decision Maker ('CODM').  The CODM is the Executive Directors and the monthly management reports are used by the Group to make strategic decisions and allocate resources.

 

The principal activity of the Group is the design, development, manufacture and selling of diagnostic instruments, reagents and certain ancillary products. This activity takes place across various countries, US, Germany, Poland, Russia, United Kingdom and Ireland, and as such the Board considers the business primarily from a geographic perspective. Although not all the segments meet the quantitative thresholds required by IFRS 8, management has concluded that given the recent acquisitions, all segments should be maintained and reported, given potential future growth of the segments.

 

The reportable segments derive their revenue primarily from the manufacture and sale of medical diagnostic equipment.  Other services include the servicing and distribution of other Company products under separate distribution agreements.

 

Currently the key operating performance measures used by the CODM are Revenue and adjusted EBITDA.

 

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

 

Period ended 30 June 2013 unaudited

 


Germany

UK

USA

Ireland

Poland

Russia

Other

Total


£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Income statement









Revenue

6,404

1,567

8,141

188

532

1,578

-

18,410

Inter segment

(2,960)

(558)

-

-

(5)

-

-

(3,523)

External revenue

3,444

1,009

8,141

527

-

Adjusted EBITDA

1,652

39

2,238

(505)

155

244

(1,699)

2,124

Share based payment

-

-

-

-

-

-

(231)

(231)

Exceptional items

-

-

-

-

-

-

510

510

EBITDA

1,652

39

2,238

(505)

155

244

(1,420)

2,403

Depreciation

(329)

(93)

(150)

(23)

(19)

(7)

(33)

(654)

Amortisation

(311)

(121)

(397)

(110)

(58)

(22)

(71)

(1,090)

Operating profit/(loss)

1,012

(175)

1,691

(638)

78

215

(1,524)

659

Net finance costs

(110)

-

(134)

-

(1)

-

(223)

(468)

Income tax

(728)

22

(338)

-

(11)

(40)

(39)

(1,134)

Profit/(loss) for the period

174

(153)

1,219

(638)

66

175

(1,786)

(943)

Segment assets









Operating assets

16,762

8,912

21,963

3,046

1,229

1,136

32,673

85,721

Inter segment assets

(452)

(173)

-

-

-

-

(26,313)

(26,838)

External operating assets

16,310

8,739

21,963

3,046

1,229

1,136

6,460

58,883

Cash and cash equivalents

1,890

246

118

114

179

498

93

3,138

Total assets

18,200

8,985

22,081

3,160

1,408

1,634

6,801

62,269

Segment liabilities









Operating liabilities

9,512

5,447

15,216

426

61

280

9,292

40,234

Inter segment liabilities

(6,087)

(5,042)

(11,458)

-

(16)

-

-

(22,603)

External operating liabilities

3,425

405

3,758

426

45

280

9,292

17,631

Borrowings

400

-

1,920

-

7

-

163

2,490

Total liabilities

3,825

405

5,678

426

52

280

9,455

20,121

Other segmental information









Non current assets - PPE

3,047

730

4,229

45

221

40

1,659

9,971

Non current assets - Intangibles

9,721

5,854

13,206

2,438

691

383

4,312

36,605



 

Year ended December 2012 audited


Germany

UK

USA

Ireland

Poland

Russia

Switzerland

Other

Total








(Discontinued)




£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Income statement










Revenue

11,108

1,691

13,989

469

1,210

3,318

-

-

31,785

Inter segment

(5,386)

(332)

-

-

(7)

-

-

-

(5,725)

External revenue

5,722

1,359

13,989

469

1,203

3,318

-

-

26,060

Adjusted EBITDA*

3,426

(248)

2,791

(421)

303

558

-

(3,207)

3,202

Exceptional items

503

-

-

-

-

-

-

115

618

Share based payment

-

-

-

-

-

-

-

(537)

(537)

EBITDA

3,929

(248)

2,791

(421)

303

558

-

(3,629)

3,283

Depreciation

(575)

(181)

(268)

(39)

(30)

(12)

-

(60)

(1,165)

Amortisation

(583)

(218)

(742)

(210)

(117)

(44)

-

-

(1,914)

Operating profit/(loss)

2,771

(647)

1,781

(670)

156

502

-

(3,689)

204

Net finance costs

(47)

-

(282)

-

(2)

-

-

(69)

(400)

Income tax

(44)

1,088

(301)

(13)

(17)

(95)

-

(12)

606

Profit/(loss) from continuing operations

2,680

441

1,198

(683)

137

407

-

(3,770)

410

Discontinued operations

-

-

-

-

-

-

1,594

-

1,594

Retained profit/(loss)

2,680

441

1,198

(683)

137

407

1,594

(3,770)

2,004

Segment assets










Operating assets

16,851

9,355

22,370

3,023

1,410

1,122

-

22,233

76,364

Inter-segment assets

(97)

(51)

-

-

-

-

-

(24,830)

(24,978)

External operating assets

16,754

9,304

22,370

3,023

1,410

1,122

-

(2,597)

51,386

Cash and cash equivalents

2,069

413

266

37

143

667

-

736

4,331

Total assets

18,823

9,717

22,636

3,060

1,553

1,789

-

(1,861)

55,717

Segment liabilities










Operating liabilities

9,460

5,606

18,085

1,872

160

183

-

3,373

38,739

Inter-segment liabilities

(6,610)

(4,702)

(12,090)

(1,354)

(4)

-

-

-

(24,760)

External operating liabilities

2,850

904

5,995

518

156

183

-

3,373

13,979

Borrowings

455

-

1,846

-

10

-

-

-

2,311

Total liabilities

3,305

904

7,841

518

166

183

-

3,373

16,290

Other segmental information










Non current assets - PPE

3,181

807

4,045

58

222

36

-

1,665

10,014

Non current assets - Intangibles

9,312

5,786

12,725

2,267

753

407

-

-

31,250

 

 

 



 

Period ended 30 June 2012 unaudited


Germany

UK

USA

Ireland

Poland

Russia

Discontinued

Other

Total


£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Income statement










Revenue

5,566

648

7,106

286

552

1,285

-

-

15,443

Inter segment

(2,714)

(73)

-

-

(4)

-

-

-

(2,791)

External revenue

2,852

575

7,106

286

548

1,285

-

-

12,652

Adjusted EBITDA

917

(325)

1,448

(353)

119

196

-

(601)

1,401

Share based payment

-

-

-

-

-

-

-

(264)

(264)

Exceptional items

503

-

-

-

-

-

-

213

716

EBITDA

1,420

(325)

1,448

(353)

119

196

-

(652)

1,853

Depreciation

(284)

(89)

(134)

(18)

(13)

(6)

-

(10)

(554)

Amortisation

(289)

(106)

(384)

(104)

(56)

(22)

-

-

(961)

Operating profit/(loss)

847

(520)

930

(475)

50

168

-

(662)

338

Net finance income/(costs)

2

-

(148)

-

(1)

-

-

(39)

(186)

Income tax

(188)

(7)

(280)

(18)

(12)

(33)

-


(538)

Profit/(loss) from continuing operations

661

(527)

502

(493)

37

135

-

(701)

(386)

Discontinued operations

-

-

-

-

-

-

1,598

-

1,598

Retained profit/(loss)

661

(527)

502

(493)

37

135

1,598

(701)

1,212

Segment assets










Operating assets

16,603

7,517

22,039

2,892

1,404

1,114

-

26,079

77,648

Inter segment assets

(322)

(15)

-

-

-

-

-

(24,539)

(24,876)

External operating assets

16,281

7,502

22,039

2,892

1,404

1,114

-

1,540

52,772

Cash and cash equivalents

984

81

535

68

47

313

-

1,137

3,165

Total assets

17,265

7,583

22,574

2,960

1,451

1,427

-

2,677

55,937

Segment liabilities










Operating liabilities

8,329

3,976

18,093

1,463

194

118

-

9,752

41,925

Inter segment liabilities

(6,341)

(3,703)

(13,385)

(1,241)

(116)

-

-

-

(24,786)

External operating liabilities

1,988

273

4,708

222

78

118

-

9,752

17,139

Borrowings

558

-

1,632

-

12

-

-

-

2,202

Total liabilities

2,546

273

6,340

222

90

118

-

9,752

19,341

Other segmental information










Non current assets - PPE

3,208

677

4,320

77

207

26

-

1,711

10,226

Non current assets - Intangibles

9,419

5,681

13,430

2,185

777

419

-

-

31,911

*- Adjusted EBITDA excludes exceptional items and share based payments

 

Other primarily relates to the Holding company and to molecular diagnostics.

 



 

Disclosure of Group revenues by geographic location



Unaudited

6 months

ended 30

June 2013


Unaudited

6 months

ended 30

June 2012


Audited

Year ended

31 December 2012



£000


£000


£000








Americas







United States of America


4,489


4,313


8,322

Rest of Americas


2,014


1,634


3,406

Europe, Middles East and Africa (EMEA)







Germany


2,202


1,701


2,992

United Kingdom


289


270


514

Rest of Europe


1,367


1,387


2,548

Russia


1,591


1,298


3,339

Middle East


328


258


622

Africa


630


500


1,043

Rest of World







China


919


617


1,511

Rest of Asia


1,035


656


1,731

New Zealand/Australia


23


18


32



14,887


12,652


26,060

 

4.              Exceptional items

 

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

 

 



Unaudited 6 months ended 30 June 2013


Unaudited 6 months ended 30 June 2012


Audited year ended 31 December 2012



£000


£000


£000








Exceptional items includes:







- Warranty claim (note a)


595





- Transaction costs relating to business combinations (note b)


(85)


-


-

- Profit on disposal of available-for-sale assets (note c)


-


213


115

- Release of patent litigation provision (note d)


-


503


503

Exceptional items - continuing


510


716


618

 

 

(a)Estimated warranty claim in relation to the acquisition of EKF-diagnostic GmbH

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

(c)Profit on the disposal of listed securities

(d)Release of provision for patent litigation costs following the settlement with HemoCue.

 

 

 

 

 

 

 

5.              Income tax charge/(credit)

 



Unaudited

6 months

ended 30

June 2013


Unaudited

6 months

ended 30

June 2012


Audited

Year ended

31 December 2012



£000


£000


£000








Current tax







Current tax on loss for the period


1,403


678


659

Deferred tax







Origination and reversal of temporary differences


(89)


(140)


(104)

Adjustment arising in previous period


-


-


(775)

Impact of deferred tax rate change


(180)


-


(386)




(140)


(1,265)

Income tax charge/(credit)


1,134


538


(606)

 



6.             (Loss)/profit per share

 

Basic (loss)/profit 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.

 

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.

 




Unaudited


Unaudited


Audited year ended 31 December 2012


6 months ended 30 June 2013

6 months ended 30 June 2012




£'000


£'000


£'000

(Loss)/profit attributable to equity holders of the company



(1,019)


1,151


1,830

(Loss)/profit from continuing operations attributable to equity holders of the company



(1,019)


(447)


236

Profit from discontinued operations attributable to equity holders of the company



-


1,598


1,594

Weighted average number of ordinary shares in issue



270,657,251


252,713,846


255,156,200

Effect of dilutive potential ordinary shares



13,855,246


26,215,457


13,855,246

Weighted average number of ordinary shares - diluted



284,512,497


278,929,303


269,011,446












Pence


Pence


Pence

Basic








(Loss)/profit per share



(0.38)


0.46


0.71

(Loss)/profit per share from continuing operations



(0.38)


(0.18)


0.09

Profit per share from discontinued operations



0.00


0.64


0.62












Pence


Pence


Pence

Diluted








(Loss)/profit per share



(0.36)


0.41


0.68

(Loss)/profit per share from continuing operations



(0.36)


(0.16)


0.09

Profit per share from discontinued operations



0.00


0.57


0.59

 



7. Intangible Fixed Assets

Group

 

 

 

Goodwill
£'000

 

Trademarks trade names & licences

£'000

Non-compete
£'000

Customer relationships

£'000

 

Trade secrets

£'000

 

Develop-ment costs

£'000

 

 

Total

£'000

Cost








At 1 January 2012

13,787

1,596

-

8,933

9,756

876

34,948

Additions

-

15

-

-

-

318

333

Exchange differences

(225)

(28)

-

(119)

(226)

(16)

(614)

At 30 June 2012

13,562

1,583

-

8,814

9,530

1,178

34,667

Additions

-

27

-

-

-

617

644

Exchange differences

(120)

(35)

-

(202)

18

(7)

(346)

At 31 December 2012

13,442

1,575

-

8,612

9,548

1,788

34,965

Additions

291

11

70

-

3,950

619

4,941

Exchange differences

588

98

-

511

402

73

1,672

At 30 June 2013

14,321

1,684

70

9,123

13,900

2,480

41,578









Amortisation








At 1 January 2012

-

115

-

527

1,153

37

1,832

Exchange differences

-

(3)

-

(5)

(29)

-

(37)

Charge for the year

-

75

-

407

435

44

961

At 30 June 2012

-

187

-

929

1,559

81

2,756

Exchange differences

-

-

-

2

5

(1)

6

Charge for the year

-

74

-

392

436

51

953

At 31 December 2012

-

261

-

1,323

2,000

131

3,715

Exchange differences

-

14

-

62

88

4

168

Charge for the year

-

82

6

421

520

61

1,090

At 30 June 2013

-

357

6

1,806

2,608

196

4,973

 

 

Net book value








30 June 2013

14,321

1,327

64

7,317

11,292

2,284

36,605

31 December 2012

13,442

1,314

-

7,289

7,548

1,657

31,250

30 June 2012

13,562

1,396

-

7,885

7,971

1,097

31,911

 

 

8.            Acquisition

 

On 8 March 2013 the Group acquired 100% of the share capital of 360 Genomic Limited, a company which owns technology in the field of molecular diagnostics.

 

The goodwill of £291,000 arising from the acquisition is attributable to the expected future benefits arising from the acquired business.

 

The following table summarises the provisional fair values of the consideration paid for 360 Genomics Limited and the amounts of the assets acquired and liabilities assumed recognised at the acquisition date. Acquisition related costs of £85,000 have been written off against income and disclosed as an exceptional item.

 

 

 

 

 

 

 


Provisional fair values


£000



Consideration


Equity instruments

1,600

Deferred contingent consideration

2,557


4,157



Recognised amounts of identifiable assets acquired and liabilities assumed


Trade secrets - included in intangibles

3,950

Non-compete agreement -included in intangibles

70

Trade and other payables

(154)

Total identifiable net assets

3,866



Goodwill

291

 

9.            Dividends

 

No dividends to shareholders of the holding company were provided or paid during the six months.

 

10.          Share capital

 

On 8 March 2013 the Company issued 5,649,717 Ordinary Shares at an issue price of 28.32p in relation to the acquisition of 360 Genomics Limited.

 

11.          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) 2920 710570 to request a copy.

 

 

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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admin Interim Results 21157766 A Mon, 09/16/2013 - 07:00 Results and Trading Reports EKF