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/
|
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
|
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 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) and
IVDeology,
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 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
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), 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
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 SalistickTM, 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
Geographical Market
|
2024 £m
|
% *
|
2023 £m
|
%*
|
Growth/
(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
£'000
|
Year Ended 30 June
2023
£'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:
Equity holders of the
parent
|
(1,
271)
|
(3,469)
|
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
2024
|
30 June
2023
|
30 June
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
Trade and other payables
|
1,704
|
2,033
|
5,059
|
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
2024
|
30 June
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
2024
|
30 June
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.
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%
(2023 - 20.5%)
|
(350)
|
(733)
|
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
£'000
|
30 June
2023
£'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)
|
|
|
|
|
|
|
|