REG - RUA Life Sciences - Interim Results
11/12/2024 07:00
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20241211:nRSK5836Pa&default-theme=true
RNS Number : 5836P RUA Life Sciences PLC 11 December 2024
11 December 2024
RUA Life Sciences plc
("RUA Life Sciences", the "Company" or the "Group")
Interim Results
RUA Life Sciences, the holding company of a group of medical device businesses
focused on the exploitation of the world's leading long-term implantable
biostable polymer (Elast-Eon(TM)), today announces its unaudited interim
results for the six months ended 30 September 2024.
Highlights:
· Revenue increased 92% to £1,524k (H1 FY2024: £794k)
· Strong Gross profit margin growing from 78% to 83%
· Strategic purchase of Abiss - £1.1m assets purchased for £68k
· Profit before taxation - £631k (H1 FY2024: Loss £1,396k)
· Cash burn over half year significantly reduced
· Cash balance £3,779k (30 September 2023: £493k, 31 March 2024:
£3,931k)
Geoff Berg, Chairman of RUA Life Sciences, commented:
"The focus of management has been to maximise revenue from Contract
Manufacturing, reduce costs and secure deals for longer term growth. Success
has been demonstrated in each of these areas which together with the Abiss
purchase has resulted in a profit being reported for the period, marking a
significant milestone."
The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the UK version of the EU
Market Abuse Regulation (2014/596), which is part of UK law by virtue of
the European Union (Withdrawal) Act 2018, as amended and supplemented from
time to time.
For further information contact:
RUA Life Sciences
Tel: +44
(0)1294 317073
Geoffrey Berg, Non-Executive
Chairman
Bill Brown, Chief
Executive
Lachlan Smith, Group Chief Financial Officer
Cavendish Capital Markets Limited
(Nominated Adviser and Broker)
Tel: +44 (0)20 7220 0500
Giles Balleny/Dan Hodkinson (Corporate
Finance)
Charlie Combe (Broking)
Michael Johnson (Sales)
About RUA Life Sciences
RUA Life Sciences plc is the ultimate parent company of the Group, whose
principal activities comprise exploiting the value of its IP & know-how,
medical device contract manufacturing and development of medical devices.
CHAIRMAN'S STATEMENT
At this time last year, the company outlined a strategy focused on achieving
short-term profitability by expanding contract manufacturing and leveraging
the commercialising of R&D efforts undertaken in recent years. I am
pleased to report good progress towards this goal during the six months ended
30 September 2024 (the "period"), along with the establishment of strong
foundations for future growth.
On 6 September 2024, the Group completed the strategic acquisition of the
Abiss Group, a medical device manufacturer based in France, with a subsidiary
in Poland specialising in the distribution of medical devices. The results
presented include the consolidation of the Abiss group from the date of
acquisition.
Taking into account the progress made on delivering on strategy and the
initial benefits of the strategic acquisition of Abiss, it is pleasing to be
able to report a consolidated profit of £636,000 for the period.
Unaudited interim results for the six months to 30 September 2024
Consolidated revenues for the Group increased 92% from £794k to £1,524k in
the period. Of the revenues achieved, £238k (H1 2023 £199k) was represented
by the Group's Biomaterials business, which enjoyed year-on-year growth of
20%. Other revenues delivered from the sale of Medical Devices and Components
increased 116% from £595k to £1,286k in the period.
It is recognised that revenues in the comparative period were adversely
affected by delays in shipments which were recovered in the second half of the
year. A more appropriate comparator is the average revenues across each of the
two half years in FY24 of £840k. Against this more challenging comparator,
revenue growth from the Sale of Medical Devices and Components was 53%
including the benefit of the Abiss group or 47% on a like-for-like basis.
Gross Profit margins continued to improve from the 78% achieved in the first
half of FY24 and 81% over FY24, to 83% in the period. The gross profit margin
achieved from Medical Devices and Components was 80% in the period compared to
76% in the comparative period.
Administrative expenses were reduced by £326k (16%) from £2,020k (H1 24) to
£1,694k in the first half of the current year. The like-for-like reduction in
costs (excluding Abiss) was £375k.
Included in other income for the period is the initial bargain purchase gain
from the acquisition of the Abiss group. The profit on acquisition is
£1,062,000, representing the excess of the book value of assets acquired over
the purchase price of £68,000. An exercise to calculate the fair value of
assets purchased, including any intangible assets identifiable, is currently
being undertaken, and the final acquisition accounting adjustments will be
included in the second interim period to 31 March 2025. As plant, machinery
and other fixed assets utilised in the business have a current written down
value of only £23k compared to the original cost of £730k, it is anticipated
that a further bargain purchase gain will be recognised at the second interim
period to 31 March 2025.
Balance Sheet Strengthened
The Group's drive to profitability, together with the Abiss acquisition has
had a positive impact on the balance sheet of the Group. Cash at 30 September
amounted to £3,779k, a net reduction of only £152k over the period compared
to reductions of £523k (excluding proceeds of the equity issue) in the second
half of FY24 and £976k in the comparative period. Total Assets increased
£1,637k over the period with the £833k increase in liabilities (attributable
to the acquisition of Abiss group) resulting in a net increase in equity of
£682k from £7,182k to £7,864k over the period.
RUA Vascular and Structural Heart
The objectives for RUA Vascular and Structural Heart are to find alternative
ways to fund the remaining regulatory pathway for the polymer sealed graft
products and to introduce the Group's heart valve leaflet material
(AurTex(TM)) to the wider industry as a realistic alternative to animal tissue
in heart valves.
As noted in the trading update of 30 October 2024, while the AurTex materials
tested under the Company's Material Transfer Agreement ("MTA") with a heart
valve company successfully met all the expected results for the tests
undertaken, at this point, it is not expected to lead to a commercial
agreement due to current priorities of the Company's MTA partner.
Notwithstanding this, the results of the MTA have confirmed the management's
belief in the potential for AurTex.
The team working on the vascular project has continued to make good progress
with significant improvements made in the handling of the graft to address
feedback from potential partners.
Several opportunities are being pursued for each of the Vascular and
Structural Heart businesses, and further updates will be made as appropriate.
Abiss Acquisition
RUA was introduced to the Abiss Group ("Abiss") by our major customer around a
year ago. The former parent company of Abiss had been placed into liquidation
by the French Courts, and our customer was motivated to ensure a seamless
continuity in the supply of products and devices supplied to it by Abiss. The
Abiss Group comprises two European businesses: Abiss France and Abiss Poland.
Abiss France is a CE mark holder of a number of medical devices and is a
licensor and subcontract manufacturer of devices. Abiss Poland is a 60%
subsidiary of Abiss France and is a distributor of gynaecological and urology
devices into hospitals. In Poland, Abiss holds a market-leading position in
Stress Urinary Incontinence (SUI) and pelvic floor repair. Around 70% of the
revenues generated by Abiss France were dependent upon sales to the major
customer.
Having reviewed the future product demand from the major customer and
satisfied ourselves on any product liability issues, RUA agreed to participate
in a formal auction process to acquire the entire issued share capital of
Abiss France. The Abiss group was sold as a going concern. Although financial
information was made available by Abiss, detailed financial due diligence was
not possible nor were any warranties on the purchase available from the French
courts. However, the strong relationship that RUA has with its customer
provided it with significant comfort on matters which might be perceived as
risks by other bidding parties. As a result, RUA's offer of €80,000 for the
share capital of Abiss France was the highest bid and was accepted by the
French courts with the purchase completing on 6 September 2024.
Strategic Integration
There are many similarities between Abiss and RUA's Contract Manufacturing
business unit, not least the customer relationship. Going forward, it is
anticipated that Abiss will be reported as part of the expanded Medical
Devices and Components business unit. The acquisition has enabled us to
achieve our stated objective of doubling the scale of this business unit, with
many other opportunities for further growth. The acquisition of Abiss came
with a €900k order backlog due to a shortage of packaging materials, and the
short-term priority has been to catch up with those orders, which are expected
to be completed in the second interim period. The objective for the enlarged
business unit and Abiss specifically is to grow revenues through broadening
the product range offered to the division's largest customer. RUA has held
unexploited IP related to integrating Elast-Eon(TM) into SUI devices to
address the complications occasionally suffered by patients.
Change of accounting reference date
The Group announced on 30 October 2024, that it will be changing its
accounting reference date and financial year end from 31 March to 30
September. Going forward, interim and annual accounts will be prepared and
published for the six months ending 31 March and the twelve months ending 30
September, respectively.
The Company has changed its financial year end to better guide business
planning and international business unit assimilation.
As a result of this change, the Company's future reporting calendar is
expected to be as follows:
· Publication of unaudited accounts for the 12-month period ending
31 March 2025 in mid-June 2025.
· Publication of audited accounts for the 18-month period ending 30
September 2025 by end of January 2026.
· Publication of unaudited interim accounts for the six-month period
ending 31 March 2026 in mid-June 2026; and
· Publication of audited accounts for the 12-month period ending 30
September 2026 by the end of January 2027.
Conclusion and Outlook
The focus of management has been to maximise revenue from Contract
Manufacture, reduce costs and secure deals for longer term growth. Success has
been demonstrated in each of these areas which together with the Abiss
purchase has resulted in a profit being reported for the period, marking a
significant milestone.
The Group's development is centred on two key platforms: leveraging its
intellectual property (IP) and advancing subcontract development and
manufacturing of medical devices. Recent priorities have focused on
strengthening the solid financial foundation established through last year's
equity fundraise by elevating Contract Manufacturing to the next level.
The targets for the Group's graft IP and AurTex are to commercialise the
investment made to date to license the Group's IP and to generate revenues
through the manufacture of devices and components based on the Group's graft
and AurTex technology.
Geoff Berg, Chairman
10 December 2024
CONDENSED INTERIM CONSOLIDATED STATEMENT OF PROFIT OR LOSS
Unaudited Unaudited Audited
Note Six months to 30 Sep 2024 Six months to 30 Sep 2023 Twelve months to 31 Mar 2024
GB£000 GB£000 GB£000
Revenue 3 1,524 794 2,191
Cost of sales (255) (178) (415)
Gross profit 1,269 616 1,776
Other income 4 1,090 44 79
Administrative expenses (1,694) (2,020) (3,792)
Operating Profit / (loss) 665 (1,360) (1,937)
Net finance expense (34) (36) (83)
Profit / (Loss) before taxation 631 (1,396) (2,020)
Taxation (received) / charge (5) 386 580
Profit / (Loss) for the period 636 (1,010) (1,440)
Other comprehensive income:
Currency translation differences (2) - -
Total comprehensive income for the period 634 (1,010) (1,440)
Total comprehensive income for the period is attributable to:
Equity holders of the parent 632 (1,010) (1,440)
Non-controlling interests 2 - -
634 (1,010) (1,440)
Profit / (Loss) per share:
Basic & Diluted (GB Pence per share) 1.03 (4.55) (4.29)
CONDENSED INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Unaudited Unaudited Audited
Note 30 Sep 2024 30 Sep 2023 31 Mar 2024
GB£000 GB£000 GB£000
Assets
Non-current assets
Goodwill 5 301 301 301
Other intangible assets 6 569 445 419
Property, plant and equipment 7 3,028 2,621 2,456
Total non-currents assets 3,898 3,367 3,176
Current assets
Inventories 8 1,112 139 112
Trade and other receivables 9 1,017 755 950
Cash and cash equivalents 10 3,779 493 3,931
Total current assets 5,908 1,387 4,993
Total assets 9,806 4,754 8,169
Equity
Issued capital 3,103 1,109 3,103
Share premium 13,709 11,729 13,709
Capital redemption reserve 11,840 11,840 11,840
Reserves (1,438) (1,389) (1,485)
Profit and loss account (19,351) (19,555) (19,985)
Total equity attributable to equity holders of the parent company 7,864 3,734 7,182
Non-controlling interests 123 - -
Total Equity 7,986 3,734 7,182
Liabilities
Non-current liabilities
Borrowings 11 70 150 132
Lease liabilities 11 696 169 140
Deferred tax 69 80 74
Other Liabilities 72 101 87
Total non-current liabilities 907 500 433
Current liabilities
Borrowings 11 247 29 31
Lease liabilities 11 163 97 86
Trade and other payables 12 474 354 408
Other liabilities 29 40 29
Total current liabilities 913 520 554
Total liabilities 1,820 1,020 987
Total equity and liabilities 9,806 4,754 8,169
CONDENSED INTERIM CONSOLIDATED CASH FLOW STATEMENT
Unaudited Unaudited Audited
Six months to Six months to Twelve months to
30 Sep 2024 30 Sep 2023 31 March 2024
GB£000 GB£000 GB£000
Cash flows from operating activities:
Group Profit / (Loss) after tax 636 (1,010) (1,440)
Adjustments for:
Gain on bargain purchase (1,062) - -
Amortisation of intangible assets 36 25 51
Depreciation of property, plant and equipment 142 160 313
Share-based payments 49 61 (35)
Net finance costs 34 36 83
Tax credit in year - (381) (580)
(Increase)/decrease in trade and other receivables 219 214 (362)
(Increase)/decrease in inventories (34) (58) (31)
Taxation received (5) (5) 569
(Increase)/decrease in trade and other payables (238) 75 104
Net cash flow from operating activities (223) (883) (1,328)
Cash flows from investing activities:
Purchase of property plant and equipment (35) (42) (55)
Proceeds from disposal of tangible assets - - 25
Acquisition of subsidiary (net of cash acquired) 208 - -
Interest paid (19) (21) (55)
Interest received 23 - -
Net cash flow from investing activities 177 (63) (85)
Cash flows from financing activities:
Proceeds from borrowing 8 33 7
Repayment of borrowings and leasing liabilities (71) (63) (93)
Proceeds from share issue 3,974
Net cash flow from financing activities (63) (30) 3,888
Net increase / (decrease) in cash and cash equivalents (109) (976) 2,475
Cash and cash equivalents at beginning of year 3,931 1,484 1,484
Effect of foreign exchange rate changes (43) (15) (28)
Cash and cash equivalents at end of the period 3,779 493 3,931
CONDENSED INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Issued Share capital Share premium Capital Redemption Reserve Other reserve Translation Reserve Non- Controlling Interest Profit and loss account Total equity
GB£000 GB£000 GB£000 GB£000 GB£000 GB£000 GB£000 GB£000
Balance at 31 March 2023 1,109 11,729 11,840 (1,450) - - (18,545) 4,683
Share based payments - - - 61 - - - 61
Transactions with owners - - - 61 - - - 61
Total comprehensive income for the period - - - - - - (1,010) (1,010)
Balance at 30 September 2023 1,109 11,729 11,840 (1,389) - - (19,555) 3,734
Shares Issued (Net of Expenses) 1,994 1,980 - - - - 3,939
Share based payments - - - (96) - - - (35)
Transactions with owners - - - (96) - - - (35)
Total comprehensive income for the period - - - - - - (430) (430)
Balance at 31 March 2024 3,103 13,709 11,840 (1,485) - - (19,985) 7,182
Share based payments - - - 49 - 49
Transactions with owners - - - 49 - - - 49
Adjustment to NCI from foreign entity acquisition - - - - - 121 - 121
Total comprehensive income for the period - - - - (2) 2 634 634
Balance at 30 September 2024 3,103 13,709 11,840 (1,436) (2) 123 (19,351) 7,986
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
1. Reporting entity
The interim consolidated financial statements cover the consolidated entity
RUA Life Sciences plc and the entities it controlled at the end of, or during,
the interim period to 30 September 2024 ("the Group").
RUA Life Sciences plc ("the Company") is a public limited company and is
domiciled and incorporated in Scotland with number SC170071. The Company is
listed on the AIM market of the London Stock Exchange (ticker: RUA, ISIN:
GB0033360586)
The registered office is
c/o Davidson Chalmers Stewart LLP
163 Bath Street
Glasgow
G2 4SQ.
RUA Life Sciences plc is the ultimate parent company of the Group, whose
principal activities are contract design and manufacture of medical devices
and exploiting the value of its IP and know-how.
2. Basis of preparation
These condensed consolidated interim financial statements are for the six
months ended 30 September 2024 and have been prepared with regard to the
requirements of IAS 34 on "Interim Financial Reporting". They do not include
all of the information required for full financial statements and should be
read in conjunction with the audited consolidated financial statements of the
Group for the year ended 31 March 2024.
The financial information for the six months ended 30 September 2024 and the
comparative figures for the six months ended 30 September 2023 are
unaudited. They have been prepared on the basis of the accounting policies
set out in the consolidated financial statements of the Group for the year
ended 31 March 2024 and, on the recognition, and measurement principles of
IFRS in issue as effective at 30 September 2024. The accounting policies
have been applied consistently throughout the Group for the purposes of
preparation of these condensed consolidated interim financial statements.
The figures for the year ended 31 March 2024 have been extracted from the
audited statutory accounts which were approved by the Board of Directors on 23
July 2024, prepared under IFRS. The Independent Auditor's Report on the Report
and Financial Statements for the year ended 31 March 2023 was unqualified but
did draw attention to Note 1 of those financial statements which explains that
the Group and Parent Company's ability to continue as a going concern is
dependent on the execution of its business plan together with its ability to
raise sufficient capital to meet capital and liquidity requirements. The
auditors report did not contain any statements under sections 498(2) or 498(3)
of the Companies Act 2006.
The financial information is presented in pounds Sterling which is the
functional and presentational currency of the Company. Balances are rounded to
the nearest thousand (£'000) except where otherwise indicated.
The Interim Financial Statements were approved by the Board of Directors on 10
December 2024.
Going concern
The Directors have considered the applicability of the going concern basis in
the preparation of the financial statements. This included the review of
financial results, internal budgets and cash flow forecasts for the period of
at least 12-months following the date of approval of these interim financial
statements (the "Going Concern Period").
In assessing whether the going concern assumption is appropriate, the
directors have considered the Group's existing working capital and are of the
opinion that the Group has adequate resources to undertake its planned program
of activities for the 12 months from the date of approval of these financial
statements.
Principal Risks and Uncertainties
The principal risks and uncertainties affecting the business activities of the
Group remain those detailed on pages 22-24 of the Annual Report 2024, a copy
of which is available on the Company's website www.rualifesciences.com
(http://www.rualifesciences.com)
Profit/(Loss) per share
Profit/(Loss) per share has been calculated on the basis of the result for the
period after tax, divided by the weighted average number of ordinary shares in
issue in the period of 62,060,272. (30 September 2023: 22,184,798 and 31
March 2024: 33,546,577).
3. BUSINESS SEGMENTS AND REVENUE ANALYSIS
The principal activity of the RUA Life Sciences Group comprises exploiting the
value of its IP & know-how, medical device manufacturing and development
of cardiovascular devices.
Following the acquisition of the ABISS Group on 6(th) September 2024 and an
internal organisation and reporting review, the Board has decided to rename
the business segment Contract Manufacturing to Medical Devices and Components
to more accurately describe it. This change incorporates revenues generated
from contract manufacturing of medical devices, manufacturing and sale &
distribution of medical devices into a single reporting segment. This change
is consistent with both how the business will be managed and be reported
internally in the future. The following analysis by segment is presented in
accordance with IFRS 8 on the basis of those segments whose operating results
are regularly reviewed by the Chief Operating Decision Maker (considered to be
the Chief Executive Officer) to assess performance and make strategic
decisions about the allocation of resources. Segmental results are calculated
on an IFRS basis.
A brief description of the segments of the business is as follows:
· Biomaterials - Licensor of Elast-Eon(TM) polymers to the medical
device industry.
· Medical Devices and Components - End-to-end contract developer,
manufacturer, and seller of medical devices and implantable fabric specialist.
· Vascular - Development and commercialisation of the Group's
Elast-Eon sealed Vascular Graft products.
· Structural Heart - Development of the Group's Elast-Eon composite
heart valve material AurTex(TM).
Operating results which cannot be allocated to an individual segment are
recorded as central and unallocated.
Segment revenue represents revenue from external customers arising from sale
of goods and services. Segment results, assets and liabilities include items
directly attributable to a segment as well as those that can be allocated on a
reasonable basis.
The Group's revenue from continuing operations to destinations outside the UK
amounted to 100% (6 months to 30 September 2023: 100%; year to 31 March 2024:
100%). The revenue analysis below is based on the country of registration of
the customer:
Unaudited Unaudited Audited
Analysis of revenue by geographical location
Six months to 30 Sep 2024 Six months to 30 Sep 2023 Twelve months to 31 Mar 2024
GB£000 GB£000 GB£000
Israel 28 26 50
Italy - 19 38
Switzerland - - 158
France 6 - -
Poland 33 - -
USA 1,457 749 1,945
Total 1,524 794 2,191
The Group's revenue for six months to 30 September 2024 is segmented as
follows:
Analysis of revenue by income stream
Unaudited Unaudited Unaudited Unaudited Unaudited Unaudited
Biomaterials Medical Devices & Components Vascular Structural Heart Central and unallocated Total
GB£000 GB£000 GB£000 GB£000 GB£000 GB£000
Manufacture and sale of - 1,286 - - - 1,286
Medical Devices
Royalty revenue 238 - - - - 238
Total 238 1,286 - - - 1,524
Analysis of revenue by geographical location
Unaudited Unaudited Unaudited Unaudited Unaudited Unaudited
Biomaterials Medical Devices & Components Vascular Structural Heart Central and unallocated Total
GB£000 GB£000 GB£000 GB£000 GB£000 GB£000
Israel 28 - - - - 28
Italy - - - - - -
USA 210 1,247 - - - 1,457
France - 6 - - - 6
Poland - 33 - - - 33
Total 238 1,286 - - - 1,524
The Group's revenue for six months to 30 September 2023 is segmented as
follows:
Analysis of revenue by income stream
Unaudited Unaudited Unaudited Unaudited Unaudited Unaudited
Biomaterials Medical Devices & Components Vascular Structural Heart Central and unallocated Total
GB£000 GB£000 GB£000 GB£000 GB£000 GB£000
Manufacture and sale of - 579 16 - - 595
Medical Devices
Royalty revenue 199 - - - - 199
Total 199 579 16 - - 794
Analysis of revenue by geographical location
Unaudited Unaudited Unaudited Unaudited Unaudited Unaudited
Biomaterials Medical Devices & Components Vascular Structural Heart Central and unallocated Total
GB£000 GB£000 GB£000 GB£000 GB£000 GB£000
Israel 26 - - - - 26
Italy - 19 - - - 19
USA 173 560 16 - - 749
Total 199 579 16 - - 794
The Group's revenue for 12 months to 31 March 2024 is segmented as follows:
Analysis of revenue by income stream
Unaudited Unaudited Unaudited Unaudited Unaudited Unaudited
Biomaterials Medical Devices & Components Vascular Structural Heart Central and unallocated Total
GB£000 GB£000 GB£000 GB£000 GB£000 GB£000
Manufacture and sale of - 1,679 16 - - 1,695
Medical Devices
Royalty revenue 496 - - - - 496
Total 496 1,679 16 - - 2,191
Analysis of revenue by geographical location
Unaudited Unaudited Unaudited Unaudited Unaudited Unaudited
Biomaterials Medical Devices & Components Vascular Structural Heart Central and unallocated Total
GB£000 GB£000 GB£000 GB£000 GB£000 GB£000
Switzerland 158 - - - - 158
Israel 50 - - - - 50
Italy - 38 - - - 38
USA 288 1,641 16 - - 1,945
Total 496 1,679 16 - - 2,191
The Group's Segmental analysis for six months to 30 September 2024 is
segmented as follows:
Unaudited Unaudited Unaudited Unaudited Unaudited Unaudited
Biomaterials Medical Devices & Components Vascular Structural Heart Central and unallocated Total
GB£000 GB£000 GB£000 GB£000 GB£000 GB£000
Consolidated group revenues from external customers 238 1,286 - - - 1,524
Contributions to group operating loss 215 703 (336) (205) 288 665
Depreciation - 57 59 7 19 142
Amortisation of intangible assets - 32 - - 4 36
Segment assets 140 3,570 1,096 209 4,791 9,806
Segment liabilities - 1,270 280 9 261 1,820
Intangible assets - goodwill - 301 - - - 301
Other intangible assets - 369 139 - 61 569
Additions to non-current assets - 29 2 2 2 35
The Group's Segmental analysis for six months to 30 September 2023 is
segmented as follows:
Unaudited Unaudited Unaudited Unaudited Unaudited Unaudited
Biomaterials Medical Devices & Components Vascular Structural Heart Central and unallocated Total
GB£000 GB£000 GB£000 GB£000 GB£000 GB£000
Consolidated group revenues from external customers 199 579 16 - - 794
Contributions to group operating loss 166 305 (602) (215) (1,014) (1,360)
Depreciation - 27 99 9 25 160
Amortisation of intangible assets - 22 - - 3 25
Segment assets 103 1,329 1,225 165 1,930 4,752
Segment liabilities - 220 407 19 374 1,020
Intangible assets - goodwill - 301 - - - 301
Other intangible assets - 237 139 - 69 445
Additions to non-current assets 1 - 3 - 38 42
The Group's Segmental analysis for 12 months to 31 March 2024 is segmented as
follows:
Unaudited Unaudited Unaudited Unaudited Unaudited Unaudited
Biomaterials Medical Devices & Components Vascular Structural Heart Central and unallocated Total
GB£000 GB£000 GB£000 GB£000 GB£000 GB£000
Consolidated group revenues from external customers 496 1,679 16 - - 2,191
Contributions to group operating loss 421 931 (1,009) (465) (1,816) (1,938)
Depreciation - 135 116 17 45 313
Amortisation of intangible assets - 43 - - 8 51
Segment assets 225 1,527 1,013 149 5,065 7,979
Segment liabilities 5 218 383 22 358 986
Intangible assets - goodwill - 301 - - - 301
Other intangible assets - 216 139 - 64 419
Additions to non-current assets - 14 3 - 38 55
4. BUSINESS COMBINATIONS
On 6 September 2024, RUA Life Sciences acquired the assets of Analytic
Biosurgical Solutions SAS, ("Abiss") for a cash consideration of £68,000
(€80,000) through a transaction facilitated by the French courts. Abiss was
part of a wider medical devices group which went into insolvent liquidation
in June 2021 because of the impacts of Covid. Although the parent company
was in liquidation, Abiss itself was not placed in receivership/liquidation.
Abiss has continued to trade solvently and has traded within its own financial
resources. There is no future, deferred or contingent consideration due on
this transaction. Further details of the acquisition are detailed in the
Chairmans statement.
As part of the acquisition, the net identifiable assets' carrying value was
determined to be £1,130,000, which exceeds the total consideration
transferred of £68,000. Consequently, a gain on a bargain purchase of
£1,062,000 has been recognised in profit or loss as of the acquisition date.
This gain reflects the favourable terms of the transaction, arising primarily
from the purchase through court proceedings at a value significantly below the
fair value of the assets acquired. Due to the timing and nature of the
transaction, no fair value adjustments have been made to the assets acquired,
and the amounts presented represent the carrying values at the date of
acquisition. Thus, the accounting is currently provisional. The Group intends
to complete a thorough review of the fair value of the acquired assets and
liabilities during the annual reporting process for the 18-month period ending
30 September 2025, as permitted under IFRS 3-Business Combinations.
The ABISS Group had an operating loss from the date of acquisition to 30
September 2024 of £40,000. Abiss was impacted by supply chain challenges,
resulting in back orders expected to be completed in the second interim
period. Cash consumed in operating activities since the acquisition date
amounted to £55,000.
Details of the Acquisition:
· Date of Acquisition: 6 September 2024
· Consideration Transferred: £68,000
· Carrying Value of Identifiable Net Assets Acquired: £1,130,000
· Gain on Bargain Purchase: £1,062,000
· Recognition of Gain: Included under "Other Income" in the
Statement of Comprehensive Income for the period ended 30 September 2024
The fair value assessment of the net assets acquired is provisional and
subject to adjustments as the Group finalises the purchase price allocation.
Any changes to this assessment will be reported in the annual reporting
process for the year ending 30 September 2025 in accordance with IFRS 3 -
Business Combinations.
Details of the consideration paid and the fair value of net assets acquired
are as follows:
ABISS Group
Provisionally recognised carrying value on acquisition
GB£000
Consideration paid 68
Less:
Intangible Assets 186
Property, Plant and Equipment 660
Trade receivables 286
Inventory 115
WIP 851
Cash 275
Trade payables (290)
Other interest-bearing loans and borrowings (832)
Non-Controlling Interest (121)
Carrying value of net assets acquired 1,130
Gain on bargain purchase 1,062
5. GOODWILL
The final valuation following the acquisition of RUA Medical Devices Limited
gave rise to adjustments being required to the value of intangibles recognised
in the Interim Report for the six months ended 30 September 2020, and lead to
the following goodwill being recognised:
No impairment review has been carried out in the six-month period.
GB£000
Gross carrying amount
Balance at 30 September 2023 301
Balance at 31 March 2024 301
Balance at 30 September 2024 301
6. OTHER INTANGIBLE ASSETS
Development costs Intellectual property Customer Related (CM) Technology Based (CM) Total
GB£000 GB£000 GB£000 GB£000 GB£000
Gross carrying amount
At 31 March 2023 337 3,325 247 141 4,050
Additions - - - - -
At 30 September 2023 337 3,325 247 141 4,050
Additions - - - - -
At 31 March 2024 337 3,325 247 141 4,050
Additions 179 - - 6 185
At 30 September 2024 516 3,325 247 147 4,235
Amortisation and impairment
At 31 March 2023 337 3,114 87 42 3,580
Charge - 3 15 7 25
At 30 September 2023 337 3,117 102 49 3,605
Charge - 5 14 7 26
At 31 March 2024 337 3,112 116 56 3,631
Charge 10 3 15 7 35
At 30 September 2024 347 3,125 131 63 3,666
Net book value
At 31 March 2023 - 211 160 99 470
At 30 September 2023 - 208 145 92 445
At 31 March 2024 - 203 131 85 419
At 30 September 2024 169 200 116 84 569
7. PROPERTY, PLANT AND EQUIPMENT
Land & Buildings Assets Under Construction Plant & Machinery Office Equipment Motor Vehicles Total
GB£000 GB£000 GB£000 GB£000 GB£000 GB£000
Cost
At 31 March 2023 1,335 142 1,905 95 25 3,502
Additions - - 7 2 33 42
At 30 September 2023 1,335 142 1,912 97 58 3,544
Transfer of Assets - (142) 142 - - -
Additions - - 11 2 - 13
Disposals - - - - (25) (25)
At 31 March 2024 1,335 - 2,065 99 33 3,532
Transfer of Assets - - - - - -
Additions 654 - 55 3 1 713
At 30 September 2024 1,989 - 2,120 102 34 4,245
Depreciation
At 31 March 2023 180 - 509 50 24 763
Charge 20 - 127 7 6 160
At 30 September 2023 200 - 636 57 30 923
Charge 33 - 109 8 3 153
At 31 March 2024 233 - 745 65 33 1,076
Charge 28 - 107 6 - 142
At 30 September 2024 261 - 852 71 33 1,218
Net book value
At 30 September 2023 1,135 142 1,276 40 28 2,621
At 31 March 2024 1,102 - 1,320 34 - 2,456
At 30 September 2024 1,728 - 1,268 31 1 3,028
Included in the net carrying amount of property plant and equipment are
right-of-use assets as follows:
Buildings (Leased) Plant & Machinery (Leased) Motor Vehicles Total
GB£000 GB£000 GB£000 GB£000
Cost
At 31 March 2023 - 391 25 416
Additions - 33 33
At 30 September 2023 - 391 58 449
Additions - - (25) (25)
At 31 March 2024 - 391 33 424
Additions 653 8 - 661
At 31 September 2024 653 399 33 1,085
Depreciation
At 31 March 2023 - 48 24 72
Charge - 21 5 26
At 30 September 2023 - 69 29 98
Charge - 9 4 13
At 31 March 2024 - 78 33 111
Charge 5 20 - 35
At 31 September 2024 5 98 33 136
Net book value
At 30 September 2023 - 322 29 351
At 31 March 2024 - 313 - 313
At 30 September 2024 648 301 - 949
8. INVENTORIES
Inventories consist of the following:
Unaudited Unaudited Audited
Six months to 30 Sep 2024 Six months to 30 Sep 2023 Twelve months to 31 Mar 2024
GB£000 GB£000 GB£000
Raw Materials 194 58 59
Work in Progress 728 65 53
Finished Goods 190 16 -
1,112 139 112
The cost of inventories recognised as an expense and included in cost of goods
sold amounted £36K (2023: £26K).
9. TRADE AND OTHER RECEIVABLES
Unaudited Unaudited Audited
Six months to 30 Sep 2024 Six months to 30 Sep 2023 Twelve months to 31 Mar 2024
GB£000 GB£000 GB£000
Current:
Trade receivables - gross 407 98 301
Allowance for credit losses - - -
Trade receivables net 407 98 301
Tax credit due 189 381 189
Prepayments and accrued income 421 276 460
1,017 755 950
10. CASH AND CASH EQUIVALENTS
Unaudited Unaudited Audited
Six months to 30 Sep 2024 Six months to 30 Sep 2023 Twelve months to 31 Mar 2024
GB£000 GB£000 GB£000
Cash at bank and in hand 3,779 493 3,931
3,779 493 3,931
11. BORROWINGS & LEASE LIABILITIES
Unaudited Unaudited Audited
Six months to 30 Sep 2024 Six months to 30 Sep 2023 Twelve months to 31 Mar 2024
GB£000 GB£000 GB£000
Current:
Bank loans 247 29 31
Lease Liabilities 163 97 86
410 126 117
Non-current:
Bank loans 70 150 132
Lease Liabilities 696 169 140
766 319 272
Bank loans Lease liabilities Total
GB£000 GBP£000 GB£000
Repayable in less than 6 months 69 81 150
Repayable in 7 to 12 months 178 82 260
Repayable in 1 to 5 years 70 529 599
Repayable after 5 years - 167 167
317 859 1,176
£128,230 of bank loans is secured on the property at 2 Drummond Crescent,
Irvine, Ayrshire and subject to a bond and floating charge over the Group's
assets. Secured bank loans carry a variable rate of interest, which were
between 6% and 7.8%.
£188,567 of bank loans is an unsecured government support loan. Unsecured
bank loans carry an effective rate of interest at 9%.
The lease liabilities are secured by the related underlying assets. Lease
borrowings carry fixed rates of interest, ranging between 4.0% and 9.6%.
Reconciliation of change in lease liabilities:
GB£000
As at 1 April 2023 282
Payment of lease liability - principal (16)
Payment of lease liability - interest (12)
Interest expense 12
Additions -
Disposals -
As at Sep 2023 266
Payment of lease liability - principal (42)
Payment of lease liability - interest (29)
Interest expense 29
Additions 2
Disposals -
As at 31 March 2024 226
Payment of lease liability - principal (47)
Payment of lease liability - interest (14)
Interest expense 14
Additions 680
Disposals -
As at 30 September 2024 859
12. TRADE AND OTHER PAYABLES
Unaudited Unaudited Audited
Six months to 30 Sep 2024 Six months to 30 Sep 2023 Twelve months to 31 Mar 2024
GB£000 GB£000 GB£000
Current liabilities:
Trade payables 115 184 140
Other payables 151 24 46
Accruals and deferred income 208 146 222
474 354 408
Other Liabilities (Grant Income) 101 141 116
Total Trade and Other Payables 575 496 524
Deferred grant income is included within other liabilities in the Consolidated
statement of financial position. £29,000 (2023: £40,000) is included in
current liabilities and £72,000 (2023: £101,000) included in Non-current
Liabilities.
13. SUBSEQUENT EVENTS
None to report.
14. ISSUED SHARE CAPITAL
The Company's issued share capital as at 30 September 2024 comprises
62,060,272 Ordinary Shares of which none are held in treasury.
15. INTERIM ANNOUNCEMENT
The interim results announcement was released on 11 December 2024. A copy of
this Interim Report is also available on the Company's website
www.rualifesciences.com.
BOARD OF DIRECTORS AND ADVISORS
W Brown - CEO
L Smith - Group CFO
G Berg - Non-Executive Chairman
I Ardill - Non-Executive Director
J McKenna - Director of Marketing
J Ely - Non-Executive Director
COMPANY SECRETARY
L Smith
HEAD OFFICE REGISTERED OFFICE
2 Drummond Crescent c/o Davidson Chalmers Stewart LLP
Irvine 163 Bath Street
Ayrshire Glasgow
KA11 5AN G2 4SQ
web: www.rualifesciences.com
email: info@rualifesciences.com
REGISTRARS
Equiniti Limited
Aspect House
Spencer Road
West Sussex
BN99 6DA
LAWYERS
Davidson Chalmers Stewart
163 Bath Street
Glasgow
G2 4SQ
Burness Paull LLP
50 Lothian Road
Festival Square
Edinburgh
EH3 9WJ
INDEPENDENT AUDITOR
RSM Audit UK LLP
Centenary House
69 Wellington Street
Glasgow
G2 6HG
Registered in Scotland, Company No.SC170071
Financial statements will be available to Shareholders from the Company
Website, along with copies of the announcement. Dealings permitted on
Alternative Investment Market (AIM) of the London Stock Exchange.
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 IR QKKBDFBDDABDRecent news on Rua Life Sciences
See all newsREG - RUA Life Sciences - Change of Registered Office
AnnouncementREG - RUA Life Sciences - Trading Update
AnnouncementREG - RUA Life Sciences - Director/PDMR Shareholding
AnnouncementREG - RUA Life Sciences - Acquisition Update
AnnouncementREG - RUA Life Sciences - New Supply Agreement
Announcement