REG - Abingdon Health PLC - Final Results
08/10/2024 07:00
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20241008:nRSH2640Ha&default-theme=true
RNS Number : 2640H Abingdon Health PLC 08 October 2024
Abingdon Health plc
("Abingdon" or "the Company")
Final Results
York, U.K. 8 October 2024: Abingdon Health plc (AIM: ABDX), a leading
international lateral flow contract research (CRO) and contract development
and manufacturing organisation (CDMO), announces its final results for the
year ended 30 June 2024.
Financial highlights
· Revenue growth of 52% to £6.1m (2023: £4.0m) - 49% growth when
excluding acquisitions.
· H2 FY 2024 showed revenue growth of 55% compared to H1 FY 2024.
· Adjusted(*) EBITDA losses reduced significantly to £1.1m (2023:
£2.9m loss).
· Gross margin of 60% (2023: 51%).
· Cash as at 30 June 2024: £1.4m (2023: £3.2m) - with additional net
proceeds of £5.1m raised post-year end
*Earnings before interest, tax, depreciation, amortisation and one-off costs
as outlined above, is a non-GAAP measure used by management and is not an IFRS
disclosure.
Operational highlights (including post-period end)
· 51% year-on-year revenue growth in CRO/CDMO business due to an
increase in customers utilising Abingdon's contract development, scale-up,
technical transfer and manufacturing services; as well as an expansion in the
Company's range of services such as regulatory support.
· Three customer products transitioned into manufacturing in FY24:
o Salignostics (saliva pregnancy test),
o LoopDX (sepsis),
o Up Front Diagnostics (stroke).
· Product business revenues up 56% year-on-year - benefitting from the
launch of three lateral flow tests with Boots.
· Continued expansion of product range and sales and distribution
platform expected in FY25 to generate further product sales growth.
· Acquisition of IVDeology for a maximum consideration of £0.7m in
shares completed in May 2024 strengthens existing regulatory service offering.
· New US commercial office and R&D laboratory targeted for Q4 of
calendar year 2024.
· Acquisition of Compliance Solutions (Life Sciences) for a maximum
consideration of £3.2m in cash and shares completed in August 2024 also
increases breadth of international regulatory service offering.
· £5.6m (gross) fundraise completed in August 2024 to be used to
invest in product development, analytical laboratory service expansion and for
working capital.
Chris Yates, Chief Executive Officer of Abingdon Health, said: "As a CRO/CDMO
focused on lateral flow technology with a well-established track record of
bringing products from 'idea to market' we believe we are well-placed to
support a broad range of customers. The recent acquisitions of IVDeology and
Compliance Solutions (Life Sciences), and the further investment in expanding
our analytical laboratory service mean that we can now offer more a
comprehensive service.
"Our key financial priorities are to grow our revenues and reduce our cashburn
through continued close cost management, therefore moving the Company to a
positive cashflow position, having achieved a cashflow positive quarter in
Q4-FY2024. We are confident that our contract services customer base and our
current growing pipeline means we are well positioned to grow our business and
deliver shareholder value going forward."
Enquiries:
Abingdon Health plc www.abingdonhealth.com/investors/ (http://www.abingdonhealth.com/investors/)
Chris Yates, Chief Executive Officer Via Walbrook PR
Chris Hand, Non-Executive Chairman
Zeus Capital (Sole Broker and Nominated Adviser) Tel: +44 (0) 20 7220 1666
Chris Fielding / Isaac Hooper/Alex Campbell-Harris (Corporate Finance)
Fraser Marshall (Corporate Broking)
Walbrook PR (Media & Investor Relations) Tel: +44 (0)20 7933 8780 or abingdon@walbrookpr.com
(mailto:abingdon@walbrookpr.com)
Paul McManus / Alice Woodings Mob: +44 (0)7980 541 893 / +44 (0)7407 804 654
Phillip Marriage +44 (0)7867 984 082
The person responsible for arranging the release of this announcement on
behalf of the Company is Chris Yates, Chief Executive Officer of the Company.
About Abingdon Health plc
Abingdon Health Group is a leading med-tech contract service provider
offering its services to an international customer base.
The Company's CDMO division (https://www.abingdonhealth.com/services/) offers
lateral flow product development, regulatory support, technology transfer and
manufacturing services for customers looking to develop new assays or transfer
existing laboratory-based assays to a lateral flow format. Abingdon Health's
CDMO division has the internal capabilities to take lateral flow projects, in
areas such as infectious disease and clinical testing, including companion
diagnostics, animal health and environmental testing, from initial concept
through to routine and large-scale manufacturing; from "idea to commercial
success".
Abingdon's regulatory services companies, Compliance Solutions (Life Sciences)
(https://cslifesciences.com) and IVDeology (https://www.ivdeology.co.uk) ,
provide a broad range of regulatory services to the in vitro diagnostic and
wider medical device industry, to support customers in bringing products to
market across a range of territories including the USA, EU and the UK. Our
consultancy services range from design, implementation and maintenance of
quality management systems, preparation of technical files for regulatory
approvals, part-time and interim management support, auditing both internal
and external, management reviews and presentations, training and mentoring.
Abingdon Health's Abingdon Simply Test range of self-tests is an e-commerce
platform that offers a range of self-tests to empowers consumers to manage
their own health and wellbeing. The Abingdon Simply Test
(http://www.abingdonsimplytest.com) e-commerce site offers consumers a range
of information to support them in making informed decisions on the tests
available. In addition, the site provides Abingdon's contract services
customers with a potential route to market for self-tests. The Abingdon Simply
Test range is also sold through international distributors and through other
channels in the UK and Ireland, such as pharmacy chains.
Founded in 2008, Abingdon Health is headquartered in York, England.
For more information visit: www.abingdonhealth.com
(http://www.abingdonhealth.com/)
Chairman & CEO Joint Statement
We are pleased to report continued revenue growth in the year ended 30 June
2024 and an improving cashflow and EBITDA performance, particularly in the
second half of the financial year. Revenue increased by 52% to £6.1m (2023:
£4.0m) and Adjusted EBITDA losses reduced to £1.1m from £2.9m in FY23.
As well as increasing our revenue in the year, we also completed two
acquisitions (one post year-end) that will enhance our regulatory service
capability. We successfully raised £5.6m post year-end to support expansion
of the analytical laboratory services at our Doncaster site, enhance product
development, and provide additional working capital.
Our service proposition is resonating well with our international customer
base, and we believe we are well placed for continued revenue growth. The
lateral flow market continues to grow, and we are seeing expanding use of the
technology across a range of applications. As a knowledge leader in the
application of lateral flow technology Abingdon is proud to support its
customers in bringing innovative rapid testing products through development
and onto the market.
Abingdon's mission is improving life through making rapid tests accessible to
all; and we seek to fulfil this by supporting our customers in bringing their
innovative lateral flow products to market. We are seeing growth in the market
and Abingdon is active across a broad range of applications including clinical
(point of care and self-test), animal health, plant pathogen, food and
environmental testing.
Our customer service proposition is to provide all the "pieces of the jigsaw"
to allow a customer to take a project from idea through to commercial success.
Abingdon's service offering includes contract research and development,
scale-up, technical transfer, manufacturing, packaging design and kitting,
regulatory support, and analytical laboratory services. Abingdon's integrated
Contract Research Organisation ("CRO") and Contract Development and
Manufacturing Organisation ("CDMO") model continues to resonate well with a
diverse customer base and we have broadened and deepened our service offering
in the year and post-year-end through the acquisition of regulatory service
providers IVDeology, in May 2024, and Compliance Solutions (Life Sciences), in
August 2024. Furthermore, we will invest to expand our analytical laboratory
service offering following the fundraising completed in August 2024 which
raised gross proceeds of £5.6m.
The rapid diagnostic market is forecast to be worth over $280 billion by 2033
growing at a cumulative annual growth rate (CAGR) of 20.8% between 2023 and
2033. The lateral flow segment is estimated to be the largest segment of the
rapid testing market, accounting for 36% of the market in 2023 (Source:
Precedence Research: 2024 Rapid Diagnostics Market report). This growth is
being driven in part by reduced barriers to adoption for lateral flow
technology ("LFT") due to the widespread adoption of LFT during the COVID-19
pandemic. According to Statista (Tests for COVID-19 most impacted countries
worldwide 2022 | Statista
(https://www.statista.com/statistics/1028731/covid19-tests-select-countries-worldwide/)
), there were 1.15 billion and 0.5 billion COVID-19 lateral flow tests
performed in the US and the UK respectively by December 2022. Most people in
the USA, the UK and other western countries have performed a lateral flow test
and understand the technology. The second growth driver is innovation. We
believe the COVID-19 pandemic has driven a second wave of innovation in the
lateral flow market and this is driving greater use of the technology as the
usability and performance of lateral flow technology improves.
Further growth drivers include the expansion in infectious disease testing,
growing use within chronic disease management, rising consumer interest and
growth in home testing kits, integration of digital technologies, and
regulatory and reimbursement developments.
We remain confident that Abingdon Health's knowledge leadership position in
the lateral flow industry and our integrated service offering will continue to
lead to sustainable revenue growth. Our key objective remains to move the
company to sustained positive cashflow and we are making solid progress
towards this objective.
Our strategy
Our mission at Abingdon Health is to improve life by making rapid results
accessible to all. We achieve this by supporting our customers, as an
integrated lateral flow CRO & CDMO, in developing and manufacturing
lateral flow tests across a range of sectors including clinical (human
health), animal health, plant pathogen and environmental testing.
Our technology focus continues to be on the lateral flow market which is large
and growing. Our acquisitions of IVDeology and Compliance Solutions (Life
Sciences) give us access to other regulatory, clinical testing, and quality
assurance elements of the lateral flow market and also provide access to
adjacent markets. Key drivers of the growth in the lateral flow sector
include reduced barriers to adoption of lateral flow technology following
widespread lateral flow testing during the COVID-19 pandemic, innovation in
the lateral flow market, as well as other factors such as a drive towards the
decentralisation of testing to improve patient and economic outcomes, the
increase in rates of infectious disease and the emergence of new pathogens;
and the increased demand from consumers for diagnostic tools to enable them to
manage their own health.
Abingdon Health's focus within the lateral flow market is two-fold:
1) Lateral flow CRO/CDMO - providing 89% of 2023/4 revenues
Our core service proposition is to provide our customers with a fully
integrated, contract research and contract development and manufacturing
service enabling Abingdon to manage the lateral flow development projects in
full, from 'idea through to commercial success', and to provide large-scale
automated manufacturing. The CRO and CDMO business model, well-established in
the pharmaceutical industry, has direct application to the medical diagnostics
market, and our contract services include R&D, optimisation and scale-up,
technical transfer and manufacturing as well as added-value services such as
reagent development, regulatory and clinical trial support and packaging
design and kitting service provision. The ability to offer this range of
services, providing outsourcing options to our customer base, continues to
resonate well. It has been pleasing to see a number of customers benefit from
this integrated service in the year utilising Abingdon not only for
development, scale-up and technical transfer but also, for example, regulatory
and analytical laboratory support. We continue to drive greater awareness of
the capabilities of, and innovation in, lateral flow technology through a
regular cadence of blogs and articles and we also attend third party workshops
and conferences to promote the use of lateral flow technology and share
knowledge. To that end we were delighted to sponsor the 2024 Next Generation
Diagnostics Conference in Washington DC in August 2024.
2) Lateral flow product sales & distribution - providing 11% of 2023/4
revenues
We continue to build a route to market initially within Europe for lateral
flow self-tests. Our route to market will be a combination of both direct
sales, on Amazon or through our website www.abingdonsimplytest.com
(https://www.abingdonsimplytest.com/) and through retail and distribution
agreements. We have established our own self-test lateral flow brand, Abingdon
Simply Test™, which currently includes 16 self-test products.
Going forward, the core element of our strategy is to be a preferred supplier
of lateral flow tests to major retailers, in essence a trusted partner in the
sourcing of tests both through our own CDMO customer base and externally
through third parties. We were therefore delighted to announce the launch of
self-tests for Vitamin D and Ferritin (Iron) in March 2024 and saliva
pregnancy test (May 2024) with Boots under the Boots own-label brand. We
continue to pursue opportunities to expand the number of products we supply to
Boots and other major European retailers with a focus on the provision of
own-label solutions.
We regard our lateral flow sales & distribution platform as complementary
to our CRO/CDMO business. It is intended to provide support to a number of our
CDMO customers who are developing self-tests, with a ready-made route to
market to drive early commercial adoption. The first such example was the
launch of Salistick(TM), the first ever saliva pregnancy test, in the UK. The
product is currently distributed in a number of major retailers including
Superdrug and Boots.
Performance in the year
We were pleased with the financial performance in FY24 with revenue growth of
52% compared to FY23. The Group's revenues were £6.1m (2023: £4.0m) and
excluding the impact of the acquisition of IVDeology in May 2024, FY24
revenues were £6.0m which was 49% higher than FY23.
Our CRO/CDMO business grew 51% year-on-year. This strong revenue growth arose
from an increase in the number of customers utilising our contract
development, scale-up, technical transfer and manufacturing services; and an
expansion in our range of services such as regulatory support. Our model is
based on bringing customers through the development process and into
manufacturing and then supporting these customers in the long-term as
manufacturing and regulatory customers. We saw three customer products
transition into manufacturing in FY24: Salignostics (saliva pregnancy test),
LoopDX (sepsis) and Up Front Diagnostics (stroke). We expect further technical
transfers to transition into manufacturing in FY25 to continue to build upon
our manufacturing customer base.
We were also pleased to see our Product business revenues grow strongly during
FY24 with 56% year-on-year growth. We benefited in H2 FY24 from the launch of
three lateral flow tests with Boots and in FY25 we will build on this progress
with continued expansion of our product range and sales and distribution
platform to generate further Product sales growth.
Acquisition of IVDeology
In May 2024 Abingdon acquired IVDeology, a UK-based leading provider of
regulatory consultancy support to an international customer base in the in
vitro diagnostics sector for total consideration of up to £700,000.
IVDeology provides a range of regulatory services including those in support
of IVDR (the In Vitro Medical Devices Regulation (EU) 2017/746) for the EU
market, UKCA (UK Conformity Assessed) marking for the UK market, and FDA
support for the US market to an international customer base. The acquisition
strengthened Abingdon's existing regulatory service, knowledge leadership and
expertise in the regulatory area. The regulatory environment for in vitro
diagnostics, including lateral flow tests, is going through a period of
significant change with the implementation of IVDR in Europe and the creation
of UKCA marking in the UK. In addition, there have been recent changes to the
classification of various categories of lateral flow products in the USA.
These changes create opportunities for Abingdon to support existing and new
customers in navigating this landscape.
The acquisition was satisfied by the issue of 5 million ordinary shares of
0.0025 pence each in Abingdon Health plc ("Ordinary Shares") to the owners of
IVDeology at an issue price of 10 pence per Ordinary Share, equating to
£0.5m. In addition, subject to achieving certain revenue targets in the two
financial years following acquisition, an earn-out of £0.2m will be payable
at the time. In its financial year ending 31 January 2024, the IVDeology
group generated combined turnover of £392k; resulting in a combined loss
before tax of £30k.
Concert Party
On 30 August 2023, we announced the break-up of a concert party established at
IPO which effectively prevented those shareholders who together were holding
approximately 35% of the issued share capital in Abingdon being able to buy
additional shares. Now that this 'IPO concert party' has been split into three
smaller concert parties, those shareholders in the original concert party may
now buy additional shares.
Team
During the financial year our average staff numbers were 85 (2023: 82). As at
31 August 2024 there were 120 employees within Abingdon Health following the
completion of the acquisition of Compliance Solutions (Life Sciences) which
had 36 employees as at 31 August 2024.
We would like to thank all of the Abingdon Health team for their efforts in
the last year, which resulted in significant revenue growth for the Business.
We would also like to welcome the IVDeology and Compliance Solutions (Life
Sciences) teams to the Group.
Governance and People
Mary Tavener is the Company's Senior Independent Non-Executive Director,
having been appointed in November 2020 prior to listing on AIM. Abingdon
Health's other Non-Executive Director is Dr Chris Hand who is a co-founder of
Abingdon Health, Non-Executive Chairman, and retains a significant
shareholding in the Company as noted in the Directors Report.
Melanie Ross, Chief Financial Officer, left the business in October 2023 and
we would like to thank Melanie for her service.
Our Audit Committee and Remuneration Committee currently comprises Mary
Tavener (Chair) with Chris Hand. The Executive Director Chris Yates is invited
to attend as required from time-to-time.
The Board has concluded that at this time the Group does not currently require
a Nominations Committee but will review this assessment on a regular basis
including discussing the matter with its Nominated Advisor.
The Board remains focused on ensuring its own effectiveness and that of the
governance processes throughout the Group, and that these governance
structures remain fit for purpose as the Group develops and grows over time.
Mary Tavener is Abingdon Health's only Independent Non-Executive Director and,
as such, the Board's current composition does not comply with the requirements
for a minimum of two Independent Non-Executive Directors under the QCA
Corporate Governance Code, being the corporate governance code that the
Company has chosen to apply. Although this is not in compliance with the Code,
given the size of the Group, the Board believed that this met the needs of the
business at that time. As the business continues to grow and expand, there is
now a need to improve the strength and depth of the Board and a process has
begun to recruit a new Chief Financial Officer and an additional new
non-executive director. Both recruitment processes are underway, and the Board
will update shareholders in due course.
USA and Board Management
To accelerate the Group's commercial progress, and to gain additional access
to the US market, Abingdon is planning to open a commercial office and R&D
laboratory in the United States during Q4 of calendar year 2024. Chris Yates,
CEO, has been asked to focus on global commercial growth, establishment of an
Abingdon Health USA-based subsidiary and management of US operations. To
facilitate this expansion, Chris Hand will be appointed Executive Chairman.
These changes will be effective from 15 October 2024. Chris Hand will manage
day to day R&D, operational and financial activities with Chris Yates
focused on organic revenue growth, cross-selling between Group members'
(Abingdon Health, Compliance Solutions (Life Sciences), IVDeology) customers,
and potentially by acquisition. Chris Yates will focus his time on growing
Abingdon's international presence specifically in the United States. As an
illustration of the importance of the US market the United States economy is
c.49% larger than that of the European Union (Source: World Bank); and it is
also the largest diagnostics market globally, accounting for 39% of the global
market (Source: Vision Research Reports).
Post Balance Sheet Events
Acquisition of Compliance Solutions (Life Sciences)
In August 2024 Abingdon completed the acquisition of Compliance Solutions
(Life Sciences) group which specialises in meeting regulatory requirements of
its international and UK client base in the in vitro diagnostic (IVD) and
medical device markets. The Compliance Solutions group's team (currently
c.36 employees) provides consultancy services, ranging from preparation of
technical files for regulatory approvals, clinical strategy advice and
protocol design and regulatory inspection gap analysis; design, implementation
and maintenance of quality management systems; technical file and design file
reviews, clinical evaluation reports and biological safety evaluations; and
internal audit programmes; supplier audits, pre-audit preparations (e.g. FDA,
MHRA, Notified Body, unannounced) and mock Notified Body/FDA audits. In its
financial year ending 30 June 2023, the main trading entity Compliance
Solutions (Life Sciences) Limited generated turnover of £2,716k; resulting in
EBITDA of £393k.
The Compliance Solutions Group's activities are complementary to those of the
Abingdon Group and the recently acquired IVDeology; and increase the breadth
and depth of the Group's regulatory expertise.
Furthermore, there is, in the Board's opinion, the opportunity to cross-sell
the Group's services, such as lateral flow development and manufacture and
analytical laboratory support, into the Compliance Solutions
Group's customer base and vice versa.
The maximum consideration of £3.2m comprises:
i) cash of £1.36m paid as follows: £700,000 on completion and then 3 equal
payments of £220k at the end of the first, second and third month following
completion; and
ii) the sum of £1.0m satisfied by the issue of 9,216,590 Ordinary Shares; and
iii) an amount in cash equal to the amounts received by Compliance Solutions (Life
Sciences) Limited in respect of certain aged debtors in the 24-month period
from Completion, subject to a maximum amount of £340k; and
iv) subject to achieving certain revenue targets in the period starting on the
first anniversary of the acquisition and ending on the second anniversary of
the Acquisition, an earn out of up to £0.5m to be satisfied by the issue of
such number of further Ordinary Shares.
Fundraising
In August 2024 we completed a fundraising which raised gross proceeds of
£5.6m (net proceeds of £5.1m). The fundraising comprised a Placing with
institutional investors which raised gross proceeds of £5.2m and a retail
offer which raised gross proceeds of £0.4m. The use of proceeds is summarised
as follows:
Product development £3.0m
Analytical laboratory service expansion £1.0m
Working capital and placing costs £1.6m
Product development
The Board proposes to use up to £3.0m of the proceeds to enhance the
Group's product offering through development of lateral flow self-tests
alongside use of the Group's patented AppDx(®) technology - a smartphone
based lateral flow test reader.
Expansion of analytical laboratory service
The Board also proposes to use up to £1.0m of the proceeds of the Placing to
strengthen its analytical laboratory service. The Group has been providing
this service since 2023 as part of its strategy of providing a comprehensive
contract development and manufacturing service and supporting its customers in
bringing products to market.
The Placing will allow the Group to expand its in-house analytical laboratory
services and also extend these capabilities to a range of other test formats
including PCR, LAMP, other isothermal amplification assays, antigen and
antibody detection immunoassays and other point-of-care assays, in addition to
supporting basic research. The laboratory will be based at the Group's
Doncaster site.
Outlook & Funding
Cash at the end of the financial year was £1.4m and as at 4 October 2024,
following the completion of the fundraising and the acquisition of Compliance
Solutions was £4.5m. We believe we have sufficient cash resources to fund
progress beyond 12 months from the signing date of the accounts, with our
priority continuing to be moving the Company to a positive cashflow position,
having achieved a cashflow positive quarter in Q4-FY2024.
Our strategic focus is on growing our CRO/CDMO business and expanding the
reach of our lateral flow product range.
The recent acquisitions of IVDeology and Compliance Solutions (Life Sciences),
and the further investment in expanding our analytical laboratory service,
mean that we can offer a comprehensive service to our customers to fully
support them in bringing their innovative products to market. We will also
continue to grow our European distribution platform for self-tests both
through increasing the number of retailer and distribution agreements in place
and secondly through broadening the self-test product range including those
developed in partnership with our CRO/CDMO customers.
Our key financial priorities are to grow our revenues and reduce our cash-burn
through continued close cost management. To this end we will continue to focus
our team's activities on CRO/CDMO and associated regulatory, QA and analytical
laboratory business to provide near-term revenues.
As a CRO/CDMO focused on lateral flow technology with a well-established track
record of bringing products from "idea to market" we believe we are
well-placed to support a broad range of customers across the clinical (point
of care & self-test), pharmaceutical, animal health, food, plant pathogen
and environmental testing markets. We believe our full-service contract
service proposition strongly resonates with customers, and we look forward to
continuing to support our customers in bringing their innovative tests to
market.
We would like to thank all our employees for their hard work, dedication and
commitment during the past year as we continued to grow our revenues. We are
confident that our contract services customer base and our current growing
pipeline means we are well positioned to grow our business and deliver
shareholder value going forward. We would like to thank shareholders for their
support.
Operating and Financial Review
Revenue and Margins
The Business delivered strong revenue growth in the period, growing 52% when
compared to the previous financial year, and 49% when excluding the impact of
the IVDeology acquisition which completed in May 2024.
Revenue by Geographical Market
2024 £m % * 2023 £m %* Growth/
Geographical Market (Decrease)
UK 2.6 41% 1.3 32% 94%
USA/Canada 2.0 33% 0.8 21% 137%
Europe 1.2 20% 1.7 41% (26)%
ROW 0.3 6% 0.2 6% 47%
Total 6.1 100% 4.0 100% 52%
*percentages are calculated on exact totals and not the rounded amounts shown
above
Revenue by Operating Segment
Operating Segment 2024 £m %* 2023 £m %*
Growth
Contract Development 3.2 54% 2.2 57% 45%
Contract Manufacturing 1.3 20% 1.1 26% 19%
Regulatory 0.9 15% 0.3 7% 236%
Products 0.7 11% 0.4 10% 56%
Total 6.1 100% 4.0 100% 52%
*percentages are calculated on exact totals and not the rounded amounts shown
above
Contract Development (R&D activity based on a fee for service and
manufacturing of validation batches) increased 45% year on year because of
both increased contract development activity and more projects moving into
technical transfer.
Contract Manufacturing (manufacture of products for third parties) increased
19% over the period.
Regulatory services revenues increased by 236% and excluding the impact of the
acquisition of IVDeology revenues increased by 200% compared to the prior
year. The increase was the result of expanding the services offered to our
customers and providing a more integrated service solution to customers
looking to take projects from idea to commercial success.
Product sales (own products) increased by 56% in the relevant period
benefiting from the launch of three products with Boots in the second half of
the financial year.
Gross margin in the financial year was 60% (2023: 51%) with the improvement
driven by operational gearing benefits from increased revenues.
Administrative expenses reduced to £5.0m (2023: £5.2m) following continued
cost management during the year despite the ongoing challenges operating in an
inflationary environment.
Adjusted EBITDA
The Business uses adjusted EBITDA as a measure, as this excludes items which
can distort comparability as well as being the measure of profit that most
accurately reflects the cash generating activities of the Group. The
reconciliation of these adjustments is as follows:
Year Ended 30 June 2024 Year Ended 30 June 2023
£'000 £'000
Adjusted EBITDA (1,132) (2,893)
Share based payment expense (48) (28)
Impairment charges - (86)
Gain on Lease Modification - 390
Non-recurring legal and professional fees (32) (33)
Non-recurring redundancy costs - (162)
Non-recurring settlement payment (108) -
Gain on settlement 373 -
Other exceptional costs - (88)
Statutory EBITDA (947) (2,900)
Amortisation (27) (29)
Depreciation (399) (659)
EBIT (1,373) (3,588)
Adjusted EBITDA loss in the period was £1.1m (2023: loss £2.9m), a
significant decrease on the prior year driven by both increases in the revenue
and cost reductions year on year.
Headcount in the Group was an average of 85 (2023: 82). Staff costs overall,
within both cost of sales and administrative costs, were £4.3m (2023:
£4.0m), including £0.1m of non-recurring costs (2023: £0.2m) set about in
the table above. Headcount at the end of the year was 84 and included the
addition of 8 employees following the acquisition of IVDeology in May 2024.
Premises costs were £0.7m in the year (2023: £0.6m). Prior year underlying
premises costs were £0.9m when adjusted for the one off £0.3m gain (in
exceptionals) due to a release of the Right of Use asset resulting from
releasing its contractual lease obligations on space at its York site. In
addition, a dilapidations provision of £100k was included as a prior year
adjustment to take account of the legal requirement under the Doncaster lease
to return the condition of the property back to that in which the property was
prior to the commencement of the lease. Given our investment in opening an
analytical laboratory in Doncaster and the likelihood of extending the lease
beyond 2 November 2026 it is the Board's view that the likelihood of this
provision crystallising in the short-to-medium-term is remote. Note 11 below
provides further details.
Professional costs (excluding exceptionals) in the year were £0.3m (2023:
£0.4m).
Marketing and Travel costs were £0.2m (2023: £0.2m) as the Business
continued to attend exhibitions and visit customers in person.
Cash Resources
Net cash outflow from operating activities was £1.7m (2023: inflow £0.9m)
with the previous financial year positively impacted by the settlement of
outstanding liabilities from the Department of Health and Social Care.
Overall, we saw a net cash outflow of £1.8m and a closing cash position of
£1.4m (2023: £3.2m).
Financing
Post-year end, in August 2024 the business completed a fundraise which raised
gross proceeds of £5.6m (net proceeds of £5.1m).
Key Performance Indicators ("KPIs")
The business considers various factors when determining the KPI measures and
these evolve as the business changes to meet differing market demands to
ensure continued success. In this financial year the KPI measures focused on
revenue growth, reduction in (adjusted) EBITDA loss and reduction in the cash
burn of the business. These metrics are felt to be the most important to
ensure that the business achieves cash breakeven and profitability. Other
internal measures introduced in the new financial year will focus on contract
progression from Development to Manufacturing, as well as the number of tests
manufactured per FTE.
Earnings per Share
Basic and diluted earnings per share was a loss of 0.42p in the period and
basic and diluted adjusted EPS was a loss of 0.37p in the same period.
EPS
Basic EPS Loss 0.42p
Loss before taxation attributable to equity owners of the parent £(1,399)k
Add: Share Based Payments £48k
Add: Non recurring legal fees £32k
Add: Non recurring settlement payment £108k
Add: Depreciation and Amortisation £426k
Add: Finance Costs £26k
Deduct: Gain on settlement £(373)k
Adjusted Loss attributable to Shareholders £(1,132)k
Adjusted Basic EPS Loss 0.37p
The basic EPS calculated above uses a weighted average number of ordinary
shares of 304,732,264.
The weighted average number of ordinary shares above includes 182,316,812
deferred shares of 0.025p each. Technically this is correct. However, it
should be noted that the deferred shares are non-voting shares, with no rights
to dividends, but holders of deferred shares are entitled to receive the
nominal value of that share (0.0025 pence sterling) once on a return of
capital, a repurchase of those shares by the Company or in connection with a
sale of those shares. The total nominal value of all the deferred shares is
£46k.
Consolidated Statement of Comprehensive Income
For the Year Ended 30 June 2024
Year ended 30 June 2024 Year ended 30 June 2023
as restated
£'000 £'000
Revenue 6,135 4,045
Cost of sales (2,456) (1,970)
Gross profit 3,679 2,075
Administrative expenses (5,070) (5,220)
Other income 259 252
Adjusted EBITDA (before adjusting items) (1,132) (2,893)
Amortisation (27) (29)
Depreciation (399) (659)
Impairment charges - (86)
Share based payment expense (48) (28)
Non-recurring legal, professional and fundraising fees (32) (33)
Non-recurring redundancy costs and termination awards (108) (162)
Lease modification - 390
Other exceptional costs - (88)
Gain on settlement 373 -
Operating loss (1,373) (3,588)
Finance income 31 89
Finance costs (57) (75)
Loss before taxation (1,399) (3,574)
Taxation credit 128 105
Loss for the financial period (1,271) (3,469)
- -
Other comprehensive income for the year net of tax
Total comprehensive loss for the year (1, 271) (3,469)
Attributable to: (1, 271) (3,469)
Equity holders of the parent
Basic losses per share (pence) (0.42) (1.14)
Diluted losses per share (pence) (0.42) (1.14)
Consolidated Statement of Financial Position
As at 30 June 2024
30 June 30 June 30 June
2024
2023 2022
as restated as restated
£'000 £'000 £'000
Non-current
assets
Goodwill 379 - -
Other intangible assets 153 90 36
Property, plant, and equipment 997 1,257 1,840
Investment 13 - -
1,542 1,347 1,876
Current assets
Inventories 441 329 534
Trade and other receivables 1,466 1,147 7,844
Income tax receivable 201 50 183
Cash and cash equivalents 1,440 3,236 2,397
3,548 4,762 10,958
Total assets 5,090 6,109 12,834
Current liabilities 1,704 2,033 5,059
Trade and other payables
Borrowings - - 115
Obligations under leases 120 87 150
1,824 2,120 5,324
Non-current liabilities
Borrowings 722 708 435
Obligations under leases 207 224 580
Provisions 88 85 82
1,017 1,017 1,097
Deferred tax liabilities - - -
Total liabilities 2,841 3,137 6,421
Net assets 2,249 2,972 6,413
Equity
Attributable to the owners of the parent:
Share capital 77 76 76
Share premium 30,808 30,309 30,309
Share based payment reserve 124 80 153
Accumulated deficit (28,760) (27,493) (24,125)
Total equity 2,249 2,972 6,413
Consolidated Statement of Changes in Equity
For the Year Ended 30 June 2024
Share Capital Share premium Share based payment reserve Accumulated deficit Total equity attributable to owners of the parent
£'000 £'000 £'000 £'000 £'000
Balance at 1 July 2022 (as restated) 76 30,309 153 (24,125) 6,413
Year ended 30 June 2023:
Profit and loss - - - (3,469) (3,469)
Total comprehensive loss for the year - - - (3,469) (3,469)
Other movements:
Share option expense - - 28 - 28
Share options exercised - - (4) 4 -
Share options cancelled - - (97) 97 -
Balance at 30 June 2023 (as restated) 76 30,309 80 (27,493) 2,972
Year ended 30 June 2024:
Profit and loss - - - (1,271) (1,271)
Total comprehensive loss for the year - - - (1,271)
(1,271)
Other movements:
Issue of shares 1 499 - - 500
Share option expense - - 32 - 32
Earn-out consideration classified as share-based payment - - 16 - 16
Share options cancelled - - (4) 4 -
Balance at 30 June 2024 77 30,808 124 (28,760) 2,249
Consolidated Statement of Cash Flows
For the Year Ended 30 June 2024
30 June 30 June
2024
2023
As restated
£'000 £'000
Cash flows from operating activities:
Loss for the year (1,271) (3,469)
Adjustments for:
Other income (255) (252)
Net finance cost/(income) 26 (14)
Tax credit (128) (105)
Amortisation and impairment of intangible assets 27 29
Share-based payment expenses 48 28
Depreciation and impairment of property, plant and equipment 399 745
Loss on sale of property, plant and equipment and intangible assets 33 -
Changes in working capital:
(Increase)/decrease in inventories (112) 205
(Increase)/decrease in trade and other receivables (297) 6,647
Decrease in trade and other payables (335) (3,180)
Cash generated (used in)/from operations (1,865) 634
Interest paid (including leases) (25) (48)
Income taxes received 231 325
Insurance claim proceeds - 2
Net cash (outflow) / inflow from operating activities (1,659) 913
Interest received 31 89
Purchase of intangible assets (6) (82)
Purchase of property, plant and equipment (35) (75)
Proceeds on disposal of property, plant and equipment - 1
Acquisition of other investments (13) -
Net cash used in investing activities (23) (67)
Consolidated Statement of Cash Flows
For the Year Ended 30 June 2024
30 June 30 June
2024
2023
£'000 £'000
Financing activities
Cash withheld for SAYE scheme - (1)
Proceeds from new bank loans and borrowings - 250
Payment of loans - (115)
Payment of lease obligations (114) (141)
Net cash used in from financing (114) (7)
Net (decrease)/increase in cash and cash equivalents (1,796) 839
Cash and cash equivalents at beginning of the year 3,236 2,397
Cash and cash equivalents at end of the year 1,440 3,236
Recognised in the Statement of Financial Position as:
Cash at bank and in hand 1,369 3,236
Restricted cash 71 -
1,440 3,236
The Group holds the sum of £70,628 in trust in a separate interest-bearing
account on behalf of an original shareholder in Molecular Vision from whom
Abingdon Health acquired its shares in Molecular Vision in 2014.
Abingdon has been unable to transfer this consideration to the original
shareholder and has been advised by its legal advisers that the consideration
needs to be held in a separate account for a period of 12 years (until
November 2026) and at this time, if the transfer to the shareholder has not
been made, the consideration will be paid into court.
Notes to the Financial Statements
For the Year Ended 30 June 2024
Company information
Abingdon Health PLC ("the Company") is a public limited company domiciled and
incorporated in England and Wales. The Company is quoted on the London Stock
Exchange's Alternative Investment Market ("AIM"). The registered office is
York Biotech Campus, Sand Hutton, York, YO41 1LZ. The consolidated financial
information (or "financial statements") incorporates the financial information
of the Company and entities (its subsidiaries) controlled by the Company
(collectively comprising the "Group").
The principal activity of the Group is to develop, manufacture and distribute
diagnostic devices and provide consultancy services to businesses in the
diagnostics sector.
Basis of preparation
The financial information set out in this preliminary announcement does not
constitute statutory accounts as defined by section 434 of the Companies Act
2006.
The financial information for the year ended 30 June 2024 and the year ended
30 June 2023 does not constitute the Company's statutory accounts for those
years. Statutory accounts for the year ended 30 June 2023 have been delivered
to the Registrar of Companies. The statutory accounts for the year ended 30
June 2024 were approved by the Board on 7 October 2024 and will be delivered
to the Registrar of Companies in due course. The statutory accounts for the
period ended 30 June 2024 will be posted to shareholders at least 21 days
before the Annual General Meeting and made available on the Group's website
(https://www.abingdonhealth.com/) .
The Group's statutory financial statements for the year ended 30 June 2024,
from which the financial information presented in this announcement has been
extracted, were prepared in accordance with UK adopted international
accounting standards ("IFRS"). The financial statements have been prepared on
the historical cost basis with the exception of certain items which are
measured at fair value as disclosed in the principal accounting policies set
out in the Group's Annual Report. These policies have been consistently
applied to all years presented.
The preparation of financial statements in conformity with IFRS requires the
use of estimates and assumptions that affect the reported amounts of assets
and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Although these
estimates are based on management's best knowledge of the amount, event or
actions, actual results ultimately may differ from these estimates.
The auditor's reports on the accounts for 30 June 2024 and 30 June 2023 were
unqualified and did not contain a statement under 498(2) or 498(3) of the
Companies Act 2006.
Judgements and key sources of estimation uncertainty
The preparation of the financial statements in conformity with IFRS requires
management to make judgments, estimates and assumptions that affect the
application of policies and reported amounts of assets and liabilities, income
and expenses. The estimates and associated assumptions are based on historical
experience and various other factors that are believed to be reasonable under
the circumstances, the results of which form the basis of making the
judgements about carrying values of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these
estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in which the
estimate is revised and in any future periods affected.
Critical judgements
The following judgements (apart from those involving estimates) have had the
most significant effect on amounts recognised in the financial statements:
Right of use asset
recognition
Management have assessed each lease liability for recognition under IFRS 16
and recognised a right of use asset where appropriate. Further explanation of
this judgement will be provided in the statutory accounts.
One lease includes a material component of service charge by comparison to the
headline rental payments, where this service charge partially covers shared
areas and facilities which would normally form part of a rental price. The
Directors have applied judgement in splitting out a rent-like component from
the service charge of £12,000 which qualifies for capitalisation as a right
of use asset. In the current year the lease was reassessed due to an
inflationary rental increase, the accounting estimate has been applied
consistently.
Revenue recognition
In line with IFRS 15 management are required to determine appropriate revenue
recognition points for all revenue streams. Where multiple contracts are
entered into with a single counterparty any instalment payments are not
considered to be a key indicator of the satisfaction of a performance
obligation, although linked contracts with a counterparty are considered in
conjunction when identifying the appropriate point for revenue recognition.
Deferred consideration
A portion of the consideration for the acquisitions in the year was a
contingent deferred consideration. Under IFRS 3 the 'earn-out' contingent
deferred consideration has been treated as employee remuneration. The earn-out
is payable in 2 years and is dependent on cumulative revenue. Management are
very confident that this will be payable, particularly with reference to
expected revenue synergies. Accordingly, a discount rate akin to a borrowing
rate has been applied.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a
material adjustment to the carrying amount of assets and liabilities are as
follows:
Valuation and impairment of cash generating units (including goodwill)
Goodwill is tested annually for impairment as part of a cash generating unit
("CGU"). The test considers future cash flow projections of each CGU on a
group basis, as the group as a whole is considered to be a single CGU. In the
current year, two tests have been performed, a discounted cash flow model and
a value-in-use model, which have both approximated to the same value.
Where the discounted cash flows are less than the carrying value of the CGU,
an impairment charge is recognised for the difference, which for the prior
year will be shown in Disclosure Note 5 of the statutory accounts. Further
analysis of the estimates, judgements and sensitivities in the estimates are
disclosed in Disclosure Note 13 of the statutory accounts.
Useful lives and impairment of intangible assets
The Group have estimated the expected useful lives of intangible assets
arising from acquisitions based on qualitative and quantitative data. For
identifiable intangible assets arising on acquisition of a business, the
useful lives are determined based on the lower end of benchmark data. Details
of these amortisation rates are set out in the accounting policies. Useful
lives are regularly reviewed and should management's assessment of useful
lives change then amortisation charges in the financial statements would be
adjusted and carrying amounts of intangible assets would change accordingly.
Going concern
Since the end of the last financial year, the Group completed a fundraising
which raised £5.6m (£5.1m net of expenses) from institutional and retail
investors. The Group remains focused on growing its CRO/CDMO revenues and
continuing to maintain control over this operational cost base in order to
reduce the Group's cashburn.
The Directors have prepared cash flow forecasts under a number of scenarios
The budget is the base case scenario and this is sensitised to consider
plausible downside scenarios for example significantly reducing revenue growth
in the next fiscal year.
These forecasts cover a period of at least 12 months from the expected date of
approval of the financial statements and the Business continues to evaluate
financial forecasts on a regular basis. The focus of the group remains on
expanding its fee for service CRO/CDMO model and any increase in headcount
and/or operational footprint will be on the basis of an increase in the number
of secured contracts, revenue and cash inflows. At 30 June 2023 the bank
balance was £1.4m. Cash as at 4 October was £4.5m. The Board is satisfied
that based on the above and the current forecasts, there is sufficient
headroom and concluded that it is appropriate to prepare the Annual Report and
Accounts on a going concern basis.
The Directors have prepared the cashflow forecasts.
Non-recurring income and costs
The Group seeks to highlight certain items as exceptional operating income or
costs. These are considered to be exceptional in size, frequency and/or nature
rather than indicative of the underlying day to day trading of the Group.
These may include items such as acquisition costs, restructuring costs,
obsolescence costs, employee exit and transition costs, legal costs, profits
or losses on the disposal of subsidiaries, and loan impairments. All of these
items are charged or credited before calculating operating profit or loss.
The Directors apply judgement in assessing the particular items, which by
virtue of their size and nature are disclosed separately in the Statement of
Comprehensive Income and the notes to the financial statements as
non-recurring income and costs. The Directors believe that the separate
disclosure of these items is relevant to understanding the Group's financial
performance.
Dilapidations
The Group have estimated a dilapidation provision that will fall due at the
end of their operating lease term. The provision is an estimate and has been
calculated by predicting both a wear and tear and capital element. The
provision is discounted to its net present value as at the financial year end
(Disclosure Note 21 in the statutory accounts).
1. Revenue
The Group applies IFRS 15 'Revenue from contracts with customers'. Under IFRS
15, the Group applies the 5-step method to identify contracts with its
customers, determine performance obligations arising under those contracts,
set an expected transaction price, allocate that price to the performance
obligations, and then recognises revenues as and when those obligations are
satisfied.
Segmental analysis of revenue
2024 2023
£'000 £'000
Product sales 650 418
Contract manufacturing 1,258 1,058
Contract development 3,327 2,301
Regulatory 900 268
Total revenue from contracts with customers 6,135 4,045
Revenue analysed by geographical market
2024 2023
£'000 £'000
United Kingdom 2,538 1,307
Europe (excluding Belgium) 737 1,179
Belgium 498 479
USA & Canada 2,039 861
Rest of the World 323 219
6,135 4,045
All revenue received in the current and comparative years has been recognised
at a point in time in accordance with the Group's revenue recognition policy.
2. Taxation
2024 2023
£'000 £'000
Current tax
UK Corporation tax on loss for the current year (77) 46
Adjustments in respect of prior years (25) (151)
Total current tax (102) (105)
Deferred tax
Origination and reversal of temporary differences (26) -
Impact of change in tax rates - -
Total deferred tax (26) -
Total tax credit (128) (105)
The charge for the year can be reconciled to the profit per the Consolidated
Statement of Comprehensive Income as follows:
2024 2023
As
A
£'000 £'000
as restated
Loss before taxation (1,399) (3,574)
Expected tax credit based on a corporation tax rate of 25% (350) (733)
(2023 - 20.5%)
Tax effect of expenses that are not deductible in determining taxable loss 30 (55)
Income not taxable (95) -
Change in unrecognised deferred tax asset 329 851
Timing differences between depreciation and capital allowances 93 (5)
Unrecognised deferred tax on share-based payments 8 6
Prior year adjustment - (158)
Research and development (126) (20)
Unrecognised deferred tax on movement on provisions (3) (5)
Deferred tax on intangibles recognised on acquisition (26) -
Other differences 12 14
Total tax credit (128) (105)
The UK corporation tax rate was 19% until 1 April 2023 when it increased to
25%, giving a hybrid tax rate of 20.5% for the prior year.
Deferred tax balances at the reporting date are measured at 25%, which is the
effective rate in place (2023: 25%; 2022: 19%).
4. Dividends
No dividends were paid in the current or prior year.
5. Earnings per share
The calculation of the basic and diluted earnings per share is based on the
following data:
2024 2023
as restated
Earnings used in calculation (£'000) (1,271) (3,469)
Weighted average number of ordinary shares 304,737,264 304,033,363
Basic EPS (pence/share) (0.42) (1.14)
Weighted average number of dilutable shares 308,202,227 305,820,420
Diluted EPS (pence/share) (0.42) (1.14)
In each period there were share options outstanding. As at 30 June 2024,
options which are out of the money are excluded from the calculation of the
weighted average number of dilutable shares.
The Directors use adjusted earnings before certain non-recurring costs
("Adjusted Earnings") as a measure of ongoing performance and profitability.
These non-recurring costs are presented as separate items on the face of the
Consolidated Income Statement.
The calculated Adjusted Earnings for the current and comparative periods are
as follows:
2024 2023
£'000 £'000
as restated
Loss before taxation attributable to equity owners of the Parent (1,399) (3,574)
Share-based payment costs 48 28
Impairment charges - 86
Non-recurring legal fees 32 33
Non-recurring employee redundancy costs - 162
Non-recurring settlement payment 108 -
Depreciation and amortisation 426 688
Net finance cost/ (income) 26 (14)
Lease modification - (390)
Other exceptional costs - 88
Gain on settlement (373) -
Adjusted Earnings (1,132) (2,893)
Basic and diluted Adjusted Earnings per share (pence/share) (0.37) (0.94)
The calculation of Adjusted Earnings is consistent with the presentation of
Adjusted Earnings before Interest, Tax, Depreciation, and Amortisation, as
presented on the face of the Statement of Comprehensive Income. This adjusted
element also removes non-recurring items, as explained further in Disclosure
Note 5 of the statutory accounts. The Directors have presented this
Alternative Performance Measure ("APM") because they feel it most suitably
represents the underlying performance and cash generation of the business, and
allows comparability between the current and comparative period in light of
the rapid changes in the business (most notably its admission to AIM and
associated costs), and will allow an ongoing trend analysis of this
performance based on current plans for the business. Tax is excluded from this
APM because the Group has significant tax losses and so the tax charge is not
representative of the cash generated.
6. Share capital and reserves
2024 2023
Ordinary share capital
Authorised Number Number
Ordinary shares of 0.025p each 126,716,822 121,716,822
Deferred shares of 0.025p each 182,316,812 182,316,812
309,033,634 304,033,634
Allotted and fully paid Number Number
Ordinary shares of 0.025p each 126,716,822 121,716,822
Deferred shares of 0.025p each 182,316,812 182,316,812
309,033,634 304,033,634
£'000 £'000
Ordinary shares of 0.025p each 32 31
Deferred shares of 0.025p each 45 45
77 76
Reconciliation of movements during the year:
Number
At 1 July 2023 304,033,634
Issue of new shares 5,000,000
At 30 June 2024 309,033,634
During the year, on 10 May 2024, there was a share issue of 5,000,000 shares
with a nominal value of £0.00025 as a part of the IVDeology acquisition. The
total amount paid per share amounted to £0.1 resulting in £1,250 recognised
in Share Capital and £498,750 in Share Premium.
Reserves of the Company represent the following:
Share capital - Shares in the Company held by shareholders at a proportional
level with equal voting rights per share.
Share premium - Excess over share capital of any investments.
Retained earnings - This comprises the accumulated trading results of the
Group.
Share-based payment reserve - This reserve comprises the fair value of options
share rights recognised as an expense. Upon exercise of options or performance
share rights, any proceeds.
7. Share options
Group & Company Number of share options Weighted average exercise price
30 June 2024 30 June 2023 30 June 2024 30 June 2023
Number Number £ £
Outstanding at 1 July 2023 4,247,210 219,781 0.0773 0.3997
Granted 2,386,238 4,119,285 0.00 0.07
Forfeited (918,454) (86,648) 0.0697 0.4642
Exercised - (5,208) - 0.0025
Outstanding at 30 June 2024 5,714,994 4,247,210 0.0463 0.0773
Exercisable at 30 June 2024 123,757 70,836 0.3230 0.0025
The options outstanding at 30 June 2024 had an exercise price ranging from
£0.00 to £0.70 and a remaining contractual life of up to 2 years and 4
months. The options exist at 30 June 2024 across the following share option
schemes:
Number of shares Exercise price per share (£) Fair value of scheme Vesting period
EMI scheme granted in April 2021 66,668 0.00025 54,880 1 year
SAYE scheme granted in March 2021 57,089 0.70 6,295 3 years
LTIP scheme granted in December 2022 3,204,999 0.07 107,542 3 years
LTIP scheme granted in October 2023 2,386,238 0.00 7,491 3 years
5,714,994 176,208
The fair value of the scheme is being expensed over the vesting period. All
share options expire 10 years after the date of issue.
Group
30 June 2024 30 June 2023
£'000 £'000
Expenses recognised in the year
Arising from equity settled share-based payment transactions 48 28
48 28
9. Acquisition of a business
On the 3rd May 2024 the Group acquired 100% percent of the issued capital of
IVDeology Holdings Ltd. In accordance with IFRS 3 Business Combinations,
goodwill of £378,923 arising from the acquisition and £104,582 of separable
intangibles assets have been recognised.
The total consideration for the acquisition was £700k. Of the total
consideration, £500k was made up of share issues granted Abingdon Health plc
to the previous shareholders of IVDeology Holdings Ltd as at the date of
completion. In addition to this there is a total amount of £200k earn-out
consideration similarly to be settled in the issue of share capital in
Abingdon Health Plc. The earn-out consideration constitutes employee
remuneration and is considered to represent a share-based payment. This
consideration is spread across the vesting period and as a result, £16,667
has been expensed as a share-based payment in the Statement of Profit and
Loss. This consideration has been excluded from total consideration in the
below reconciliation.
The net assets of the business acquired are as follows:
Group Book value Adjustments Fair value
£'000 £'000 £'000
Property, plant and equipment 57 - 57
Intangible Assets 4 104 108
Trade and other Receivables 40 - 40
Cash and Cash equivalents 1 - 1
Trade and other payables (59) - (59)
Deferred tax - (26) (26)
Total identifiable net assets 43 78 121
Goodwill 379
Total consideration 500
10. Events after the reporting date
In August 2024 Abingdon completed the acquisition of Compliance Solutions
group which specialises in meeting regulatory requirements of its
international client base in the UK IVD and medical device markets.
The Compliance Solutions group's team (currently c.36 employees) provides
consultancy services, ranging from preparation of technical files for
regulatory approvals, clinical strategy advice and protocol design and
regulatory inspection gap analysis; design, implementation and maintenance of
quality management systems; technical file and design file reviews, clinical
evaluation reports and biological safety evaluations; and internal audit
programmes; supplier audits, pre-audit preparations (e.g. FDA, MHRA, Notified
Body, unannounced) and mock Notified Body/FDA audits.
In its financial year ending 30 June 2023, the main trading entity Compliance
Solutions (Life Sciences) Limited generated turnover of £2,716k; resulting in
EBITDA of £393k.
The Compliance Solutions Group's activities are complementary to those of the
Group and recently acquired IVDeology; and increase the breadth and depth of
the Group's regulatory expertise. Furthermore, there is, in the Board's
opinion, the opportunity to cross-sell the Group's services, such as lateral
flow development and manufacture and analytical laboratory support, into the
Compliance Solutions Group's customer base.
The maximum consideration of £3.2m comprises:
i. cash of £1.36m to be paid as follows: £700,000 on completion
and then 3 equal payments of £220k at the end of the first, second and third
month following completion; and
ii. the sum of £1.0m to be satisfied by the issue of 9,216,590
Ordinary Shares; and
iii. an amount in cash equal to the amounts received by Compliance
Solutions (Life Sciences) Limited in respect of certain aged debtors in the
24-month period from Completion, subject to a maximum amount of £340k; and
iv. subject to achieving certain revenue targets in the period starting on
the first anniversary of the acquisition and ending on the second anniversary
of the Acquisition, an earn out of up to £0.5m to be satisfied by the issue
of such number of further Ordinary Shares.
Due to the proximity of the completion of the acquisition to the signing of
the current year financial statements, a purchase price allocation exercise
has not yet been carried out in respect of Compliance solutions Group. As
such, further detail on the acquisition is not disclosed.
In August 2024, Abingdon Health Plc completed a fundraising that raised gross
proceeds of £5.6m as set out below:
· £5m in respect of a placing with various Venture Capital Trusts
· £0.2m in respect of a placing with various other institutional
shareholders
· £0.4m in respect of a retail offer
11. Prior period adjustment
A restatement has been made to recognise a dilapidation provision in respect
of a lease held under IFRS 16 for property used in trade. There were terms
present in the lease from inception that required the property to be returned
to the original condition, therefore the provision has been recognised in the
prior year at the same value it would have been at 1 July 2022, if recognised
at the inception of the lease in 2020.
Management have assessed that of a total dilapidation provision of £100,000,
5% would be in relation to wear and tear, which has been treated as an
expense. The remaining proportion of the provision that is in relation to
capital outflows has been treated as an addition at the inception of the lease
and is depreciated over the term of the lease to 2 November 2026.
Changes to the statement of financial position (Group)
At 1 July 2022 At 30 June 2023
Previously reported Adjustment As restated Previously reported Adjustment As restated
£'000 £'000 £'000 £'000 £'000 £'000
Non-current assets
Right of Use assets 166 63 229 130 48 178
Other property, plant & equipment 1,611 - 1,611 1,079 - 1,079
Total property, plant & equipment 1,777 63 1,840 1,209 48 1,257
Non-Current liabilities
Provisions - (82) (82) - (85) (85)
Capital and reserves
Accumulated deficit (24,106) (19) (24,125) (27,456) (37) (27,493)
Changes to the statement of comprehensive income (Group)
At 30 June 2023
Previously reported Adjustment As restated
£'000 £'000 £'000
Depreciation (644) (15) (659)
Finance costs (72) (3) (75)
Loss for the financial period (3,451) (18) (3,469)
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END FR QKOBKBBDBDKKRecent news on Abingdon Health
See all newsREG - Abingdon Health PLC - Award of Options under LTIP
AnnouncementREG - Abingdon Health PLC - Half-year Report
AnnouncementREG - Abingdon Health PLC - Directorate Changes
AnnouncementREG - Abingdon Health PLC - Notice of Results
AnnouncementREG - Abingdon Health PLC - Salistick™ to be launched in Germany
Announcement