Final Results
Omega Diagnostics Group PLC
26 June 2007
OMEGA DIAGNOSTICS GROUP PLC
('Omega' or the 'Company')
FINAL RESULTS
FOR THE YEAR ENDED 31 MARCH 2007
Omega, a medical diagnostic company that produces and sells a wide range of
in-vitro diagnostic test kits, announces results for the year ended 31 March
2007.
Omega operates in a niche market supplying tests for specific infectious
diseases and other clinical conditions through its distribution network in more
than 100 countries. The infectious diseases include Syphilis, TB, Dengue Fever
and Malaria. All products are designed for use in clinical laboratories and
Rapid Tests are designed for use at the point of care.
Financial Summary:
Year to Year to
31 March 31 March
2007 2006
Revenue 2,032,146 2,143,806
Gross profit 831,489 868,145
Operating (loss)/profit (885,652) 162,661
(Loss)/profit before tax (1,141,225) 197,722
2007 Highlights:
• Acquisition by Quintessentially English plc of Omega Diagnostics Limited
• Change of name from Quintessentially English plc to Omega Diagnostics
Group PLC
• 1 million new equity (before expenses) raised via a cash placing of
50,000,000 New Ordinary Shares at 2p per share
• Appointment of a new management team from Omega Diagnostics Limited:
• David Evans, Non-Executive Chairman;
• Andrew Shepherd, Chief Executive;
• Kieron Harbinson, Finance Director; with
• Michael Gurner continuing as a Non-Executive Director
• European patent grant for Branched Peptide technology for Herpes
Simplex Virus 2
• Gross profit margins maintained in competitive market
• Strategy being to grow through selective acquisitions
Regarding outlook, David Evans, Chairman, said:
'Trading in the current year remains flat and the rationale for seeking to grow
through acquisition is further underlined. The Board remains confident in that
stated objective and will update the markets accordingly.'
Contacts:
Omega Diagnostics Group PLC Parkgreen Communications Ltd
Tel: 01259 763030 Paul McManus
Andrew Shepherd, Chief Executive Tel: 020 7479 7933
Kieron Harbinson, Finance Director Mob: 07980 541 893
www.omegadiagnostics.com paul.mcmanus@parkgreenmedia.com
CHAIRMAN'S STATEMENT
In my first report as Chairman of Omega Diagnostics Group PLC I wish to convey
to you that the overall outlook for the Group going forward is significantly
more positive than the results for the year to 31 March indicate.
Strategy
On 19 September 2006, Omega Diagnostics Limited reversed into Quintessentially
English plc with a stated aim of seeking to acquire other companies within the
medical diagnostics sector in order to gain substantive critical mass.
That objective remains, although the speed of progress has been significantly
slower than the Board had anticipated, and whilst external factors have played a
significant part in this, the responsibility ultimately rests with the Board
(see Financial section below).
In pursuit of its stated strategy, the Board has reviewed in detail a
significant number of opportunities with a view to identifying the most
appropriate target as a basis for future growth. By definition, this first
target will impact significantly on the future direction of the Group both in
terms of technology and of market segments that are applicable to the given
technology.
The Board believes its preferred target will offer significant market
opportunity, utilising both macro and micro array technology with an
applicability across a number of disease states. The execution of any deal is
predicated on securing the necessary funds through both debt and equity finance,
and the Board remains confident that any such deal will be successfully
executed.
Financial
The Group has adopted reverse acquisition accounting and therefore the
consolidated figures presented (and comparatives) show the results of Omega
Diagnostics Limited for the period under review in addition to the post
acquisition results of Omega Diagnostics Group PLC (formerly Quintessentially
English plc).
Revenue for the period declined by 5.2% to £2,032k (2006: £2,143k) as revenue
from the Asian sub-continent declined due to challenges faced within the Indian
diagnostics market. Consequentially Gross Profit declined to £831K (2006: £868k)
with relatively static gross margins of 40.9% (2006: 40.5%).
Administrative expenses increased from £736k in 2006 to £925k this year
primarily as a result of the associated costs of listing, advice in relation to
reporting under IFRS and some increase in personnel costs.
There was an Exceptional Charge of £799k (excluding goodwill) in relation to
various financial obligations entered into at the time of the reversal into
Quintessentially English plc. These charges conform to relevant accounting
standards, however lacking in common sense these may be. I draw your attention
in particular to two items in relation to the CEO's Deferred Salary Agreement
and my own warrant instrument, the charges to the Income Statement being £34k
and £93k respectively. Both Andrew Shepherd and I have waived our rights under
both agreements (see strategy section above) and there is no obligation on the
Company whatsoever, albeit a charge has been recognised. Compliance at the
expense of comprehension.
The overall loss for the period was £1,140k (2006: profit £255k), a
disappointing result in core trading terms before the additional
accounting-related costs which merely exacerbate the reported loss.
Balance sheet
Net cash at the year-end was £378k (2006: overdraft £298k).
Included in trade and other receivables is £284k in relation to professional
fees incurred in respect of potential acquisitions.
R&D
The work on the Group's HSV test continues, and the Board believes that the
product will launch and contribute to revenue in the first half of the new
financial year.
The Company is currently evaluating technology from the US Centers for Disease
Control and Prevention for an emerging virus that may have significant clinical
relevance, but no decision has yet been made in relation to this.
Outlook
Trading in the current year remains flat and the rationale for seeking to grow
through acquisition is further underlined. The Board remains confident in that
stated objective and will update the markets accordingly.
David Evans
Non-Executive Chairman
BUSINESS REVIEW
This is our first Annual Report since floating on AIM in September 2006 through
the reverse acquisition of Quintessentially English plc. Being a public company
will enhance our plan to be a pivotal force in the consolidation of the in-vitro
diagnostics ('IVD') industry and position us as a key player in the market. Our
strategy is to grow by acquisition, build our product portfolio and leverage
sales through our distribution network which covers over 100 countries
worldwide.
Turnover fell by just over 5% throughout the year as the Group continues to
operate in a highly competitive and challenging market. Sales of the TB
diagnostic products, however, have seen an increase of 25% during the year to
£126,136, (2006: £100,588) due to increased marketing activity in India by our
exclusive partner, GlaxoSmithKline.
Market conditions
In 2004, the global IVD market was estimated at US$27.7bn, with the immunoassay/
infectious disease/blood bank screening market worth approximately US$5.4bn.
This market is forecast to rise to approximately US$8bn by 2008. Immunoassays
have become a widely accepted technique in the field of clinical diagnosis of
disease.
The IVD industry is a global one. In 2003, the North American market was the
largest of the regional markets, accounting for approximately 43% of the total
market. Western Europe was the second largest market (31%), followed by Japan
(11%). However, the 'Rest of World' (ROW) region was one of the fastest growing
markets, with annual growth rates in excess of 10% forecast to 2008. Of
particular interest to the Company is the growth rate in India, which is our
largest single market, and which is growing at an average annual growth rate of
21% over the same period.
There has been a significant degree of consolidation in the IVD market over
recent years. Based on 2003 data, approximately 90% of the global market is
shared by 10 companies, while approximately 200 companies share the remaining
10% of the market with sales ranging from under $5 million to about $300
million. A number of companies are achieving success in the IVD marketplace by
focusing on high growth niches.
Merger and acquisition strategies are being followed by many of the major
players and those aspiring to become the major players through acquisitive
growth. A recent example of this is the acquisition by the Medical Solutions
group of Siemens AG of Diagnostic Products Corporation for approximately US$1.86
billion and Bayer Diagnostics for €4.2 billion, which now makes Siemens a top 10
player in the IVD industry. Smaller companies are also growing rapidly through
acquisition, and one particular example is Trinity Biotech plc ('Trinity') which
is listed on NASDAQ and the Irish Stock Exchange. Trinity was formed in 1992 as
a small IVD company and has grown to have sales of approximately US$100 million
by 2005 and a market value of approximately US$133 million as at 14 March 2007.
Sales, marketing and distribution channels
Omega sells its products through a network of exclusive and non-exclusive
distributors in over 100 countries.
These distributors purchase products in their own right and then distribute most
to the clinical laboratories in their country. In addition, Omega also sells
directly to several Ministries of Health in countries which favour international
tenders over local supply contracts. Omega also supplies other IVD manufacturers
on an OEM basis with several products, and these are then sold under the OEM
customers' labels. OEM sales in the year were £242,155 (2006: £247,004),
representing 11.9% (2006: 11.5%) of total sales in the year.
In the UK, Omega sells directly into several specialist/reference laboratories,
but the coverage is not extensive. Less than 3% (2006: 3%) of Omega's sales
occur in the UK, the majority being to third party IVD companies as OEM sales.
Omega's largest distributor by sales value in the year ended 31 March 2007 was
GlaxoSmithKline in India, accounting for £197,287 (2006: £234,302) and
representing 9.7% (2006: 10.9%) of Omega's sales in the year.
Omega's geographical market coverage is wide, without any dominant area. This
ensures that there is a spread of risk and opportunity.
Omega currently has no sales into the US and Japanese markets. Omega does not
currently hold regulatory approval from the US Food and Drug Administration
(FDA) for either products or facilities. However, the US sales potential for the
new HSV-2 test is such that the Directors consider that this market is a prime
target, albeit that application for FDA regulatory approval would require to be
made beforehand.
During the year, a European patent was granted in respect of the Company's
Branched Peptide technology which has been exclusively licensed from the Medical
Research Council (MRC). The Patent covers the enabling technology that allows
assays to be developed with resulting superior sensitivity and specificity,
which are key features of any new diagnostic test.
During the year, the technology has been applied to the development of a new
test for Herpes Simplex Virus 2 ('HSV-2'). Whilst the development was delayed
due to technical reasons which have been overcome since the year-end, good
progress has been made subsequently which will allow the new test to proceed to
clinical trials and product launch within the first half of the new financial
year. In addition, a further European patent was granted in April 2007 in
respect of the Branched Peptide specific sequence for HSV-2. These patents,
together with the US patent granted earlier in respect of the specific peptide
sequence, will provide the Company with full IP coverage in the two largest
markets for this product.
Andrew Shepherd
Chief Executive
FINANCIAL REVIEW
The full year result has been impacted by the accounting for the reverse
acquisition of the Company by Omega Diagnostics Limited on 19 September 2006.
Following completion of the reverse transaction to enable the pursuit of an
acquisition-led strategy, costs of over £100,000 have been incurred in the year
which, but for the transaction, would not have been incurred. These costs are
included within Administration costs. The largest element of this cost has
involved advice in connection with reporting results under International
Financial Reporting Standards ('IFRS'), regulatory and compliance costs as a
public company and increased personnel costs. In addition, a number of
exceptional charges totalling just over £1 million have arisen which have been
itemised as Exceptional items on the Income Statement and are described more
fully below. The net result for the year is a loss of £1,139,818 (2006: £254,779
profit).
Revenue
Revenue for the year was £2,032,146 representing a decrease of 5.2% over the
previous year (2006: £2,143,806). The Company continues to operate in highly
competitive markets, and growth in certain regions was offset by reductions in
other areas.
Gross profit
Gross profit for the year was £831,489 (2006: £868,145). The gross profit margin
has improved slightly in the year to 40.9% (2006: 40.5%). Before the allocation
of labour and overhead costs, the gross margin over direct material costs for
agglutination tests was 62.5% (2006: 60.0%) and for ELISA tests was 51.9% (2006:
50.1%) as the Company benefited from some efficiencies within its operations.
The lower level of overall sales in the year means that fixed labour and
overhead costs have a higher effect on margins, accounting for the total
increase being only 0.4 percentage points.
Loss before tax
The loss before tax was £1,141,225 - largely due to exceptional charges.
Administration costs for the year totalled £924,716 (2006: £736,495). The
increase in administration costs is largely attributable to the compliance and
regulatory costs associated with the Company's listing on the AIM Market of the
London Stock Exchange and the costs of pursuing the acquisition strategy
mentioned above.
Research and development expenditure was £32,588 (2006: £38,996) as the Company
has continued with the development of a novel new test for diagnosing Herpes
Simplex Virus infections, utilising its patent-protected technology licensed
exclusively from the Medical Research Council.
The Company has suffered an exchange loss of £19,056 (2006: exchange gain
£3,595) in the year. The Company's operations are conducted throughout the world
and involve buying and selling in sterling, euros and US dollars. The biggest
fluctuation in exchange rates in the year has been between sterling and the US
dollar where sterling has strengthened throughout the year. Given that the
Company sells more in US dollar value terms than it buys in US dollars, there is
a net exposure to the weakened US dollar that has given rise to this exchange
loss.
Exceptional items
Earn-out
Under the terms of the acquisition agreement covering the purchase of Omega
Diagnostics Limited ('ODL') by Omega Diagnostics Group PLC, the original
shareholders in ODL may be entitled to additional shares in the Company on
obtaining certain earn-out targets. The earn-out is for a maximum amount of
£1.788 million and is subject to an earn-out calculation, but to the extent that
the earn-out amount exceeds £770,000, the amount by which it exceeds £770,000
shall only be included and become payable if EBITDA per share is equal to or
greater than 0.2 pence. The number of new ordinary shares to be delivered
depends upon the five-day average closing mid-market price prior to publication
of the audited results for the year ended 31 March 2008 and accordingly will
give rise to a variable number of new ordinary shares being delivered. The
earn-out is considered to be a contract to be settled by delivery of the
Company's own equity instruments the accounting for which is determined by
International Accounting Standard 32 ('IAS32').
Under IAS32, a contract that will be settled by the delivery of a variable
number of equity instruments so that the fair value of the equity instruments to
be issued equals the amount of the contractual obligation, is a financial
liability. The liability to be recognised should be the present value of the
consideration expected to be payable. At initial recognition, the quantum of
liability to be recognised will depend upon management's expectation, at that
date, of the amount that would ultimately be payable, with any changes in
expectation being reflected through the Income Statement. The directors have
reviewed the position and are of the opinion that an earn-out amount of
£770,000, discounted to a present value of £705,112, should be recognised as a
liability in the accounts with a corresponding charge to the Income Statement.
When new ordinary shares are finally issued in settlement of the earn-out, the
liability will be extinguished with equity being recognised for the same amount.
Andrew Shepherd deferred salary arrangement
On 23 August 2006, the Company entered into an agreement with Andrew Shepherd
which recognised that he had deferred part of his salary since 17 July 2002. At
23 August 2006, the deferred amount totalled £104,166. In February 2007, Andrew
Shepherd waived his entire rights under this agreement. Pursuant to the
agreement, the Company had agreed that payment of the deferred amount would
occur no earlier than 1 April 2009 and then, only when the annual results of the
Group evidence profits before tax of not less than £500,000. The deferred
amount, provided that the condition had been met, would have been payable, at
the option of Andrew Shepherd, either in cash or in 5,208,325 new Ordinary
Shares, being the deferred amount at a price of 2 pence per share. Under IFRS2
Share Based Payments, if an entity has granted the counterparty the right to
choose whether a share-based payment transaction is settled in cash or by
issuing equity instruments, the entity has granted a compound financial
instrument, which includes a debt component (i.e. the counterparty's right to
demand payment in cash) and an equity component (i.e. the counterparty's right
to demand settlement in equity instruments rather than in cash).
In this case, the fair value of the debt component was the present value of the
deferred salary (£104,166) whilst the fair value of the equity component was
that calculated under the normal equity-settled IFRS2 methodology. The Directors
have calculated the fair value of the debt component to be £91,281 and the fair
value of the equity component to be £33,586. As there was no future service
requirement, and despite the waiver of rights, the equity component cost of
£33,586 has immediately had to be charged to the Income Statement.
David Evans warrant
On 23 August 2006 the Company issued a warrant instrument to David Evans
entitling him to subscribe for 6,088,843 Ordinary Shares at a subscription price
of 2 pence per share. In February 2007, David Evans waived his entire rights
under this agreement. The vesting period of this warrant was from 19 September
2006 until 31 March 2008. The warrant was issued to David Evans in his capacity
as Non-Executive Chairman and, therefore, he was in receipt of an employee
share-based payment. Accordingly, the transaction should be accounted for under
IFRS2 Share Based Payments. This transaction takes the form of an equity-settled
share-based payment transaction and should be measured at fair value using a
grant date model. The cost of the award would normally be recognised over the
relevant service period.
Under IFRS2, the cost of the award to an employee is the fair value of the
equity instrument awarded as at the date of grant. This comprises the intrinsic
value of the instrument (share price less exercise price) and a time value. The
time value of an option arises from the time remaining to expiry and will take
into account share volatility, time period remaining, and the risk-free rate of
return. This is usually calculated using an option-pricing model. The Directors
have calculated that the fair value of the cost of this award from the date of
grant to 31 March 2007 would have been £32,031. However, due to the waiver of
rights, the entire cost of £92,773 has had to be charged immediately. £60,742
has been treated as an exceptional charge.
Goodwill
Following completion of the acquisition of Omega Diagnostics Limited ('ODL') by
the Company, under IFRS3 Business Combinations, the Directors believe ODL should
be identified as the acquirer, as it had the power to govern the financial and
operating policies of the resulting enlarged group through the appointment of
its directors onto the Company's board and through the ongoing equity interests
in the Company of the ODL shareholders. Accordingly, the acquisition has been
treated as a reverse acquisition.
As set out in IFRS3 B9, the cost of the business combination shall be allocated
by measuring the identifiable assets and liabilities at their fair values at the
acquisition date. Any excess of the cost of the combination over the acquirer's
interest in the net fair value of those items shall be accounted for as
goodwill. Goodwill arising on the acquisition has been calculated at £243,683.
As the Company had minimal net assets and no inherent operations or trade at the
time of the acquisition, there was no underlying cash generation to support the
carrying value of goodwill. Accordingly, the directors are of the opinion that
the goodwill arising from the acquisition would appear to have been impaired and
has therefore immediately been written down.
Taxation
There is a tax credit of £1,407 (2006: £57,057 tax credit) in the year,
representing a movement in the deferred tax charge. A reconciliation of the
charge is shown in note 6 to the Accounts.
Earnings per share
There was a basic loss per share of 1.2 pence compared to earnings per share of
0.4 pence in the previous year. There was a diluted loss per share of 1.1 pence,
by taking into account the effect of known transactions that may give rise to a
future issue of shares.
Future acquisition costs
In the year since the reverse transaction, the Company has pursued its
acquisition strategy. Professional fees amounting to £283,950 have been incurred
and are included in other receivables and other payables on the balance sheet at
31 March 2007.
Financing and cash flow
Net cash inflow for the year was £675,674 (2006: £30,768) following £1 million
(gross) raised on 19 September 2006 through the placing of 50,000,000 new
ordinary shares at 2p per share at the same time as the reverse takeover
transaction. The net funds received from the issue of shares after expenses
amounted to £732,333. Cash generated from operations was £26,637 (2006:
£139,047) and cash used to repay loans in the year was £60,704 (2006: £60,055).
Net cash at the year-end amounted to £317,570 (2006: £418,804 net debt).
Capital expenditure
The Company incurred £32,469 (2006: £12,390) on fixed assets, predominantly on
plant and machinery to semi-automate a production labelling process and on
general IT equipment upgrades.
Kieron Harbinson
Finance Director
OMEGA DIAGNOSTICS GROUP PLC
CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 31 MARCH 2007
2007 2006
£ £
Continuing operations
Revenue 2,032,146 2,143,806
Cost of sales (1,200,657) (1,275,661)
Gross profit 831,489 868,145
Administration costs (924,716) (736,495)
Other income - government grants and related assistance 7,015 31,011
Exceptional administration costs (799,440) -
Operating (loss)/profit (885,652) 162,661
Finance costs (24,898) (36,016)
Finance revenue - interest receivable 13,008 182
Exceptional items - loan waiver - 70,895
Exceptional items - goodwill (243,683) -
(Loss)/profit before taxation (1,141,225) 197,722
Tax credit 1,407 57,057
(Loss)/profit for the year (1,139,818) 254,779
Earnings Per Share (EPS)
Basic EPS on (loss)/profit for the year - before exceptional items (0.1p) 0.3p
- after exceptional items (1.2p) 0.4p
Diluted EPS on (loss)/profit for the year - before exceptional items (0.1p) 0.3p
- after exceptional items (1.1p) 0.4p
OMEGA DIAGNOSTICS GROUP PLC
CONSOLIDATED BALANCE SHEET
AS AT 31 MARCH 2007
2007 2006
£ £
ASSETS
Non-current assets
Property, plant and equipment 107,995 91,641
Deferred tax 58,464 57,057
166,459 148,698
Current assets
Inventories 263,637 258,298
Trade and other receivables 746,108 462,902
Cash and cash equivalents 634,651 8,401
1,644,396 729,601
Total assets 1,810,855 878,299
EQUITY AND LIABILITIES
Equity
Issued capital 1,234,296 236,512
Retained earnings (1,183,052) (169,593)
Total equity 51,244 66,919
Liabilities
Non-current liabilities
Other financial liabilities 705,112 -
Long term borrowings 27,383 60,250
Deferred income - government grants - 2,667
Total non-current liabilities 732,495 62,917
Current liabilities
Short-term borrowings 289,698 366,955
Trade and other payables 737,418 381,508
Total current liabilities 1,027,116 748,463
Total liabilities 1,759,611 811,380
Total equity and liabilities 1,810,855 878,299
OMEGA DIAGNOSTICS GROUP PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2007
Share Share Retained
Capital Premium Earnings Total
£ £ £ £
Balance at 31 March 2005 80,036 156,476 (424,372) (187,860)
Profit for the year ended 31 March 2006 - - 254,779 254,779
Balance at 31 March 2006 80,036 156,476 (169,593) 66,919
Reverse acquisition capital adjustment 265,451 265,451
Issue of share capital 514,688 217,645 732,333
Loss for the year ended 31 March 2007 (1,139,818) (1,139,818)
Share based payments 126,359 126,359
Balance at 31 March 2007 860,175 374,121 (1183,052) 51,244
OMEGA DIAGNOSTICS GROUP PLC
CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 MARCH 2007
2007 2006
£ £
Cash flows generated from operations
(Loss)/profit for the year (1,139,818) 254,779
Adjustments for:
Goodwill write off 243,683 -
Taxation (1,407) (57,057)
Finance costs 24,898 36,016
Finance income (13,008) (182)
Other income - (70,895)
Operating (loss)/profit before working capital movement (885,652) 162,661
(Increase)/decrease in trade and other receivables (283,206) 42,716
(Increase)/decrease in inventories (5,339) 48,422
Increase/(decrease) in trade and other payables 1,061,022 (134,025)
Grant amortised (2,662) (16,000)
Depreciation 16,115 35,273
Share-based payments 126,359 -
Tax refunds - -
Net cash flow from operating activities 26,637 139,047
Investing activities
Finance income 13,008 182
Purchase of property, plant and equipment (32,469) (12,390)
Inflow on acquisition of subsidiary undertaking 21,767 -
Net cash from/(used) in investing activities 2,306 (12,208)
Financing activities
Finance costs (24,898) (36,016)
Proceeds from issue of share capital 732,333 -
Loan repayments (60,704) (60,055)
Net cash (used in)/from financing activities 646,731 (96,071)
Net increase/(decrease) in cash and cash equivalents 675,674 30,768
Cash and cash equivalents at beginning of period (297,854) (328,622)
Cash and cash equivalents at end of period 377,820 (297,854)
OMEGA DIAGNOSTICS GROUP PLC
COMPANY INCOME STATEMENT
FOR THE 15 MONTHS ENDED 31 MARCH 2007
15 months 12 months
ended ended
31 Mar 2007 31 Dec 2005
£ £
Continuing operations
Administration costs (175,306) (92,303)
Exceptional administration costs (94,328) -
Operating loss (269,634) (92,303)
Finance costs (153) (104)
Finance revenue - interest receivable 15,408 7,708
Loss before taxation (254,379) (84,699)
Tax credit - -
Loss for the year (254,379) (84,699)
OMEGA DIAGNOSTICS GROUP PLC
COMPANY BALANCE SHEET
AS AT 31 MARCH 2007
2007 2005
£ £
ASSETS
Non-current assets
Investments 1,917,114 2
1,917,114 -
Current assets
Trade and other receivables 415,007 -
Cash and cash equivalents 586,190 152,126
1,001,197 152,126
Total assets 2,918,311 152,128
EQUITY AND LIABILITIES
Equity
Issued capital 2,223,971 279,636
Retained earnings (285,913) (157,893)
Total equity 1,938,058 121,743
Liabilities
Non-current liabilities
Other creditors 705,112 -
Total non-current liabilities 705,112 -
Current liabilities
Trade and other payables 275,141 30,385
Total current liabilities 275,141 30,385
Total liabilities 980,253 30,385
Total equity and liabilities 2,918,311 152,128
OMEGA DIAGNOSTICS GROUP PLC
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE 15 MONTHS ENDED 31 MARCH 2007
Share Share Retained
Capital Premium Earnings Total
£ £ £ £
Balance at 31 December 2005 111,769 167,867 (73,194) 206,442
Loss for the year ended 31 December 2005 - - (84,699) (84,699)
Balance at 31 December 2005 111,769 167,867 (157,893) 121,743
Issue of share Capital 1,120,688 823,647 - 1,944,335
Loss for the 15 months ended 31 March 2007 - - (254,379) (254,379)
Share based payments - - 126,359 126,359
Balance at 31 March 2007 1,232,457 991,514 (285,913) 1,938,058
OMEGA DIAGNOSTICS GROUP PLC
COMPANY CASH FLOW STATEMENT
FOR THE 15 MONTHS ENDED 31 MARCH 2007
15 months 12 months
ended ended
31 Mar 2007 31 Dec 2005
£ £
Cash flows generated from operations
(Loss) for the year (254,379) (84,699)
Adjustments for:
Finance costs 153 104
Finance income (15,408) (7,708)
Operating (loss) before working capital movement (269,634) (92,303)
(Increase) in trade and other receivables (415,007) -
Increase in trade and other payables 949,868 14,221
Share-based payments 126,359 -
Net cash flow from operating activities 391,586 (78,082)
Investing activities
Finance income 15,408 7,708
Investment in subsidiary (1,917,112) -
Net cash (used in)/from investing activities (1,901,704) 7,708
Financing activities
Finance costs (153) (104)
Proceeds from issue of share capital 1,944,335 -
Net cash from/(used in) financing activities 1,944,182 (104)
Net increase/(decrease) in cash and cash equivalents 434,064 (70,478)
Cash and cash equivalents at beginning of period 152,126 222,604
Cash and cash equivalents at end of period 586,190 152,126
Notes to the Financial Statements
For the Year ended 31 March 2007
1. Basis of preparation
The financial information set out in this preliminary announcement does not
constitute statutory accounts as defined in Section 240 of the Companies Act
1985.
The summarised balance sheet at 31 March 2007 and the summarised income
statement, summarised cash flow statement and associated notes for the year then
ended have been extracted from the Group's financial statements.
The comparative consolidated financial information for the year ended 31 March
2006 is based on an abridged version of the group's published financial
statements for that period, which contained an unqualified audit report and
which have been filed with the Registrar of Companies. The comparative company
financial information for the year ended 31 December 2005 is based on an
abridged version of the company's published financial statements for that
period, which contained an unqualified audit report and which have been filed
with the Registrar of Companies.
The statutory accounts for 2007 will be finalised on the basis of the financial
information presented in this preliminary announcement and will be delivered to
the registrar of companies following the company's annual general meeting.
The consolidated and Company financial statements have been prepared in
accordance with IFRS as adopted by the European Union as they apply to the
financial statements of the Group and Company for the year ended and 15 months
ended 31 March 2007 respectively.
2. Earnings per share
Basic Earnings per share are calculated by dividing net profit for the year
attributable to ordinary equity holders of the Group by the weighted average
number of ordinary shares outstanding during the year.
Diluted earnings per share are calculated by dividing the net profit
attributable to ordinary equity holders of the Group by the weighted average
number of ordinary shares outstanding during the year plus the weighted average
number of ordinary shares that would be issued on the conversion of all the
dilutive potential ordinary shares into ordinary shares.
2007 2006
£ £
Net profit attributable to equity holders of the Group (1,139,818) 254,779
2007 2006
number number
Basic average number of shares 93,988,048 60,600,000
Warrants 5,588,432 -
Director's share option 2,800,800 -
Diluted weighted average number of shares 102,377,280 60,600,000
There have been no other transactions involving ordinary shares or potential
ordinary shares between the reporting date and the date of completion of these
financial statements.
Earnings per share before exceptional items
The Group presents as exceptional items on the face of the income statement,
those material items of income and expense which, because of the nature and the
expected infrequency of the events giving rise to them, merit separate
presentation to allow shareholders to understand better the elements of
financial performance in the year, so as to facilitate comparison with prior
periods and to assess better trends in financial performance.
To this end, basic and diluted earnings per share is also presented on this
basis using the weighted average number of ordinary shares, both basic and
diluted, as per the above table.
Net profit before exceptional items attributable to equity holders of the Group
is derived as follows:
2007 2006
£ £
Net profit attributable to equity holders of the Group (1,139,818) 254,779
Exceptional items 1,043,123 (70,895)
Profit before exceptional items attributable to equity holders of the (96,695) 183,884
Group
3. Annual General Meeting
The Annual General Meeting of the Company will be held at the offices of Brodies
LLP, 15 Atholl Crescent, Edinburgh EH3 8HA on 8 August 2007 at 11am.
4. Annual Report
The annual report will be sent to shareholders shortly and will also be
available at the registered office of Omega Diagnostics Group plc at:
One London Wall
London
EC2Y 5AB
This information is provided by RNS
The company news service from the London Stock Exchange
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