Interim Results
Omega Diagnostics Group PLC
30 March 2007
OMEGA DIAGNOSTICS GROUP PLC ('Omega' or the 'Company')
INTERIM RESULTS
FOR THE 9 MONTH PERIOD ENDED 31 DECEMBER 2006
Omega, a medical diagnostic company whose business produces and sells a wide
range of immunoassay and infectious disease in-vitro diagnostic (IVD) test kits
and other products through its international distribution network announces
results for the 9 months to 31 December 2006.
The interim results to 31 December 2006 are the first for the enlarged group
following admission to AIM on 18 September 2006.
The Company has chosen not to adopt IAS 34, 'Interim financial statements', in
preparing its interim results for the 9-month period to 31 December 2006. The
interim statements included herein are unaudited. Prior to the acquisition the
Company was an 'investing company as defined in the AIM Rules for Companies and,
as such, the comparative financial information for the 9 month period to 31
December 2005 has not been included as it does not give holders of ordinary
shares or potential investors additional information.
9 months to 12 months to
31 December 31 March
2006 2006*
Turnover 1,503,698 2,143,806
Gross profit 637,104 868,145
Operating (loss)/profit (233,478) 131,650
Retained (loss)/profit before tax (238,026) 197,722
* Omega Diagnostic Limited, audited financial information prior to the
acquisition on 18 September 2006, included for information purposes only.
• Improvement in gross profit margin to 42.4% (40.5%: 31 March 2006)
• European patent grant for Branched Peptide technology
• Results reflect the investment in pursuing the acquisition strategy
Omega operates in a niche market, in supplying tests for specific infectious
diseases and other clinical conditions. The tests are based on Agglutination,
Enzymeimmunoassay (EIA), Fluorescence and Rapid Test technologies. 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.
CHAIRMAN'S STATEMENT
Financial Review
Turnover
Turnover has remained static throughout the period as the Company continues to
operate in a highly competitive market. The board believes that future
opportunities for growth in the Company's range of infectious disease test kits
can be derived from the possible acquisition of new technologies.
Gross Margin
Gross margins have improved to 42.4% as the Company has continued to look for
efficiencies within its operations.
Goodwill
Further to the Company's acquisition of Omega Diagnostics Ltd ('ODL') on 18
September 2006, in line with 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 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 board are of the opinion that the
goodwill arising from the acquisition has been impaired and has therefore been
written down in full.
Results
The net result for the period is a loss before tax of £238,026. In addition to
the goodwill charge referred to above, the Company has incurred additional
overheads in excess of £50,000 as a result of pursuing an acquisition-led
strategy.
Operating Review
A European Patent has been 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. The technology is currently being applied
to a new test for Herpes Simplex Virus 2 (HSV-2) and it has already been shown
to be effective in increasing the efficacy of other tests such as Human
Immunodeficiency Virus (HIV).
HSV is a chronic disease that infects over 1 billion people worldwide. It is
also estimated that there are over 60 million adults in the US infected with
HSV-2 and because HSV-2 is difficult to diagnose, the need for more accurate
diagnosis is acute.
There has been a delay to the planned launch of the Company's new test for HSV-2
as technical challenges took longer to overcome. These challenges have since
been resolved and the Company is confident of being able to launch a product
within the first half of the new year.
Strategy
Since re-admission on 18 September 2006, Omega has actively pursued its
acquisition strategy. Discussions and negotiations are progressing with a
number of opportunities but there can be no certainty as to the outcome or
timing of these discussions at this stage.
David Evans
Chairman
OMEGA DIAGNOSTICS GROUP PLC
Consolidated Profit and Loss Account
NINE months ended 31 DECEMBER 2006
Unaudited Audited
9 months to 12 months to
31 December 2006 31 March
2006*
Notes
TURNOVER 1,503,698 2,143,806
Cost of sales (866,594) (1,275,661)
GROSS PROFIT 637,104 868,145
Selling & distribution costs (50,188) (80,469)
Goodwill impairment (243,683) -
Administrative expenses (576,711) (656,026)
OPERATING (LOSS)/PROFIT (233,478) 131,650
Other income 7,015 96,011
(LOSS)/PROFIT on ordinary activities (226,463) 227,661
before interest and taxation
Interest receivable 8,502 182
Interest payable (20,065) (30,121)
(LOSS)/PROFIT ON ORDINARY ACTIVITIES (238,026) 197,722
BEFORE TAXATION
Tax on loss on ordinary activities - 57,057
(LOSS)/PROFIT ON ORDINARY ACTIVITIES (238,026) 254,779
AFTER TAXATION
Dividends -
Retained profit for the period (238,026) 254,779
Basic and diluted losses per share 3
- basic (0.44p)
- diluted (0.38p)
All amounts relate to continuing activities.
There are no recognised gains and losses other than those reported in the profit
and loss account.
Omega Diagnostic Limited, audited financial information prior to the acquisition
on 18 September 2006, included for information purposes only.
OMEGA DIAGNOSTICS GROUP PLC
Consolidated Balance Sheet
As at 31 DECEMBER 2006
Unaudited Audited
As at As at
31 December 31 March
2006 2006*
Notes
Fixed Assets
Intangible - -
Tangible 2 80,090 91,641
80,090 91,641
Debtors: due after more than one year
Current assets
Stocks 280,432 258,298
Debtors 512,190 519,959
Cash at bank and in hand 724,245 8,401
1,516,867 786,658
Creditors: amounts falling due within (678,065) (748,463)
one year
Net current assets 838,802 38,195
Total assets less current liabilities 918,892 129,838
Creditors : amounts falling due after (31,600) (60,250)
more than one year
Net assets 887,292 66,921
Capital and reserves
Called up share capital 860,175 80,036
Share premium 434,734 156,476
Shares to be issued under share based
payment schemes
Profit and loss account (407,617) (169,591)
Total equity shareholders' funds 887,292 66,921
* Omega Diagnostic Limited, audited financial information prior to the
acquisition on 18 September 2006, included for information purposes only.
OMEGA DIAGNOSTICS GROUP PLC
Consolidated Cash Flow Statement
NINE months ended 31 DECEMBER 2006
Unaudited Audited
9 months to 12 months to
31 December 31 March
2006 2006*
Notes
Reconciliation of operating loss to net
cash flow from operating activities
Operating( loss)/profit (233,478) 131,650
Share based payments charged against
operating profit
Amortisation charges 248,031 96,011
Depreciation 21,177 35,273
Movements in working capital:
(Increase)/decrease in stocks (22,133) 48,422
Decrease/(increase) in debtors 7,769 (14,341)
(Decrease)/increase in creditors (2,131) (155,920)
Net cash (outflow)/inflow from 19,235 141,095
operating activities
Cash Flow Statement
Net cash (outflow)/inflow from 19,235 141,095
operating activities
Tax credit - 57,057
Returns on investments and servicing of (11,563) (29,939)
finance
Capital expenditure and financial (9,621) (12,390)
investment
Cash outflow before financing (1,949) 155,823
Financing (i) 763,560 (125,055)
Increase/(decrease) in cash in the 761,611 30,768
period
Reconciliation of net cash flow to
movement in net debt
Increase/(decrease) in cash in the 761,611 30,768
period
Cash decrease/(increase) 51,151 125,055
from change in debt and lease financing
Change in net (debt)/funds 812,762 155,823
Net (debt)/funds at the beginning of (ii) (418,804) (574,627)
the period
Net funds/(debt) at period end 393,958 (418,804)
* Omega Diagnostic Limited, audited financial information prior to the
acquisition on 18 September 2006, included for information purposes only.
NOTES TO THE CASH FLOW STATEMENT
FOR THE 9 MONTHS TO 31 DECEMBER 2006
Unaudited Audited
9 months to 12 months to
31 December 31 March
2006 2006
(i) FINANCING
Issue of ordinary share capital 1,000,000 -
Expenses paid in connection with share (185,289) -
issue
Loan repayments (51,151) (125,055)
New loans
763,560 (125,055)
(ii) analysis of changes in net
(debt)/FUNDS
Cash Flow As at
31 December
2006
Cash at bank 715,844 724,245
Debt 96,918 (330,287)
812,762 393,958
Notes to the Financial Statements
1. Basis of preparation
The interim results for the nine months ended 31 December 2006 are unaudited and
do not constitute accounts within the meaning of section 240 of the Companies
Act 1985. The interim results have been drawn up using accounting policies and
presentation consistent with those applied in the audited accounts for the
period ended 31 March 2006.
The information in respect of the period ended 31 March 2006 has been extracted
from the statutory accounts for the period which has been delivered to the
Registrar of Companies . The report of the auditors on those statutory accounts
was unqualified.
2. Tangible fixed assets and depreciation
Tangible fixed assets are stated at cost less depreciation. Depreciation is
provided at rates calculated to write off the cost of fixed assets, less their
estimated residual value, over their useful life on the following bases:
Leasehold improvements - 10% straight line
Plant and machinery - 25% straight line
Office equipment - 25% straight line
The company capitalises tangible fixed assets in accordance with Financial
Reporting Standard 15 'Tangible Fixed Assets'. Expenditure of a revenue nature
is taken to the profit and loss account when it is incurred.
3. Earnings per share
Basic earnings per share is calculated on the loss on ordinary activities after
taxation of £238,206 and on 53,713,909 ordinary shares, being the weighted
average number in issue during the period.
The calculation of diluted earnings per share is based on the consolidated loss
on ordinary activities after taxation for the financial year of £238,206 and on
62,103,141 ordinary shares. This calculation is based on 53,713,909 ordinary
shares diluted for the effect of 8,389,232 ordinary shares being the weighted
average number of warrants and options in issue.
Copies of this report are available to the public at the registered office of
Omega Diagnostics Group plc at:
One London Wall
London
EC2Y 5AB
Directors' Responsibilities
The interim report, including the financial information contained therein, is
the responsibility of, and was approved by the directors on 30 March 2007. The
continuing obligations of the AIM listing rules require that the accounting
policies and presentation applied to the interim figures should be consistent
with those applied in preparing the preceding annual accounts except where any
changes, and the reasons for them, are disclosed.
Date: 30 March 2007
Contact:
Liam Murray, Nominated Adviser
City Financial Associates Limited
Telephone: 0207 090 7800
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