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RNS Number : 3556Q Novacyt S.A. 30 May 2024
Novacyt S.A.
("Novacyt", the "Company" or the "Group")
Full Year 2023 results
Integration of Yourgene Health remains on track
Laying the foundations for future growth
Paris, France, and Eastleigh and Manchester, UK - 30 May 2024 - Novacyt S.A.
(EURONEXT GROWTH: ALNOV; AIM: NCYT), an international molecular diagnostics
company with a broad portfolio of integrated technologies and services,
announces its audited results for the year ended 31 December 2023. The results
include almost four months' trading of Yourgene Health Limited (formerly plc)
("Yourgene") following its acquisition by the Group, which completed on 8
September 2023.
Operational Highlights (including post year-end and Yourgene 2023 activities
pre-acquisition)
· Completed the strategic acquisition of Yourgene, significantly enhancing
Novacyt's global diagnostics business, adding scale and diversification to
accelerate long-term growth.
· Lyn Rees and John Brown CBE joined the Novacyt Board as Executive and
Non-Executive Director respectively.
· Lyn Rees appointed Chief Executive Officer following a six-year tenure as CEO
of Yourgene Health plc, bringing over 28 years' global healthcare leadership
and commercial experience.
· Steve Gibson appointed CFO, and to join the Board along with Dr Jo Mason, CSO,
subject to shareholder approval.
· IVDR certification: received first IVDR accreditation for the Yourgene DPYD
genotyping assay for chemotoxicity in chemotherapy patients; submitted
application for Cystic Fibrosis quantitative fluorescence PCR (QF-PCR) test.
· Yourgene became a compatible partner of PacBio, a leading global developer of
sequencing technology, supporting the use of the LightBench™ instrument
(Ranger® Technology) to its global customer base.
· Yourgene launched MagBench™ automated DNA extraction platform for NIPT
workflows in Asia-Pacific and the Middle East.
· Launch of the Primer Design Co-Prep ES instrument, providing automated DNA and
RNA extraction using Primer Design assays, for use in multiple applications.
· Primer Design launched a range of "complete" assays, including customised
mastermix reagent for RUO customers.
Financial Highlights
· Acquired the AIM-listed company Yourgene and its subsidiaries for an all-cash
consideration of £16.7m on 8 September 2023.
· Group statutory revenue for FY2023 was £11.6m, in line with guidance, of
which £0.6m relates to COVID-19 (FY2022*: £21.0m, of which £14.7m related
to COVID-19).
· Group statutory revenue for the non-COVID-19 portfolio of £11.0m represents
circa 95% of total revenue (FY2022*: £6.3m).
· Group gross profit totalled £3.7m (32%) in FY2023 (FY2022: £5.7m (27%)).
This was reduced predominantly as a result of providing for all remaining
COVID-19 associated stock, in addition to writing off stock that had not been
provided for previously. Excluding the impact of these items, the Group gross
profit margin would be in excess of 60%.
· Group EBITDA loss in FY2023 totalled £13.7m before exceptional items (FY2022:
£13.5m loss).
· Loss after tax increased to £28.3m in FY2023 (FY2022: £25.7m loss).
· Completed cost savings actions that will deliver over £4.0m of bottom-line
improvement, the Group is tracking ahead of schedule on the targeted synergies
to be achieved from the Yourgene acquisition.
· Cash position at 31 December 2023 was £44.1m (2022: £87.0m), reflecting the
cash consideration and associated costs of the acquisition of Yourgene. The
Group remains debt free.
*excludes any Yourgene revenue as pre-acquisition
Commenting on the results Lyn Rees, CEO of Novacyt, said: "2023 was a
transitional year for Novacyt, during which the Group completed the
acquisition of Yourgene, a significant milestone that has enhanced our global
diagnostics capabilities, diversified our product portfolio and increased the
scale of our non-COVID-19 revenues.
"We continue to focus all efforts towards working as a single business so that
the reorganisation of the Group and the resulting synergies will leave us well
placed to deliver future growth. We remain focused on driving the global sales
of our key clinical and instrumentation products, while also rebuilding our
RUO business. The Board believes that investment in R&D combined with our
commercial strength is key to achieving long-term growth and we are
increasingly well-placed to execute our business strategy."
Contacts
Novacyt SA https://novacyt.com/investors (https://novacyt.com/investors/)
Lyn Rees, Chief Executive Officer Via Walbrook PR
Steve Gibson, Chief Financial Officer
SP Angel Corporate Finance LLP (Nominated Adviser and Broker) +44 (0)20 3470 0470
Matthew Johnson / Charlie Bouverat (Corporate Finance)
Vadim Alexandre / Rob Rees (Corporate Broking)
Deutsche Numis (Joint Broker) +44 (0)20 7260 1000
Freddie Barnfield / Duncan Monteith / Michael Palser
Allegra Finance (French Listing Sponsor) +33 (1) 42 22 10 10
r.durgetto@allegrafinance.com (mailto:r.durgetto@allegrafinance.com) /
Rémi Durgetto / Yannick Petit y.petit@allegrafinance.com (mailto:y.petit@allegrafinance.com)
Walbrook PR (Financial PR & IR) +44 (0)20 7933 8780 or novacyt@walbrookpr.com (mailto:novacyt@walbrookpr.com)
Stephanie Cuthbert / Paul McManus / +44 (0)7796 794 663 / +44 (0)7980 541 893
Phillip Marriage / Alice Woodings +44 (0)7867 984 082 / +44 (0)7407 804 654
About Novacyt Group (www.novacyt.com (http://www.novacyt.com) )
Novacyt is an international molecular diagnostics company providing a broad
portfolio of integrated technologies and services, primarily focused on the
delivery of genomic medicine. The Company develops, manufactures, and
commercialises a range of molecular assays and instrumentation to deliver
workflows and services that enable seamless end-to-end solutions from sample
to result across multiple sectors including human health, animal health and
environmental.
The Company is divided into three business segments:
Clinical Broad portfolio of human clinical in vitro diagnostic products, workflows and
services focused on three therapeutic areas:
· Reproductive Health: NIPT, Cystic Fibrosis and other rapid aneuploidy
tests
· Precision Medicine: DPYD genotyping assay
· Infectious Diseases: Winterplex, multiplex winter respiratory PCR
panel
Instrumentation Portfolio of next generation size selection DNA sample preparation platforms
and rapid PCR machines, including:
· Ranger® Technology: automated DNA sample preparation and target
enrichment technology
MyGo: real-time quantitative PCR (qPCR) instruments
Research Use Only Range of services for the life sciences industry:
· Design, manufacture, and supply of high-performance qPCR assays and
workflows for use in human health, agriculture, veterinary and environmental,
to support global health organisations and the research industry
· Pharmaceutical research services: whole genome sequencing (WGS) /
whole exome sequencing (WES)
Novacyt is headquartered in Vélizy-Villacoublay in France with offices in the
UK (in Stokesley, Eastleigh and Manchester), Taipei, Singapore, the US and
Canada and has a commercial presence in over 65 countries. The Company is
listed on the London Stock Exchange's AIM market ("NCYT") and on the Paris
Stock Exchange Euronext Growth ("ALNOV").
For more information, please refer to the website: www.novacyt.com
(http://www.novacyt.com)
Chief Executive's review
2023 represented a transitional year for Novacyt, as we continued to diversify
the business away from COVID-19. In September 2023, the Group completed the
acquisition of Yourgene, which represented a significant milestone that
enhanced and diversified our portfolio. We are now working as one integrated
global diagnostics business, benefitting from initial synergies between the
combined entities, and are focused on investing to further leverage these and
achieve long-term, sustainable growth for the Group.
Yourgene acquisition and integration
Following the strategic acquisition of Yourgene, the Group now has a broader
technology portfolio, with a stronger end-to-end customer offering, enhanced
routes to market in Europe, Asia and the Americas, expanded skills and
expertise in our R&D and commercial teams, and a rationalised, high
quality distribution network to drive growth and maximise efficiencies.
We have successfully completed the integration of all key operational
departments including R&D and sales, combining complementary skills in
molecular biology and instrumentation and our commercial teams have full
access to the wider product portfolio to address customer needs. We have also
streamlined support functions, such as finance, regulatory and other
back-office activities to remove duplicate corporate functions.
As part of this process, the Group has been reorganised into three business
segments: Clinical, Instrumentation and Research Use Only ("RUO"). This has
transferred the development and commercialisation of all clinical products to
Yourgene, enabling Primer Design to focus on its core flagship offering of
developing RUO assays. The IT-IS business is continuing its focus on real-time
quantitative PCR instrumentation and is adding complementary technical and
engineering expertise to support growth in the Ranger® Technology products.
With the strengthened expertise of the combined leadership team, we are
continuing to evaluate our portfolio and product mix, identifying those
products that will benefit most from further investment. With the strength of
our balance sheet, I am confident we will be able to accelerate growth in
areas with highest potential, particularly NIPT, Ranger® Technology and
Precision Medicine.
The Yourgene acquisition business case assumed £5.0m of annualised cost
synergies would be achieved by year three of the integration, with circa
£2.5m of investment required to achieve those savings. We announced in our
January trading update that the Group is tracking substantially ahead of this
target with 80% of the annualised savings realised at the end of 2023 and we
are on track to deliver the balance by the end of 2024. The main savings
delivered thus far coming from the refocus of the Primer Design business on
the RUO market, the elimination of duplicate corporate functions and
streamlining of management.
Portfolio update
1) Clinical
The Clinical business is focused on three key therapeutic areas, Reproductive
Health, Precision Medicine and Infectious Diseases, which each represent large
and growing addressable market opportunities. We continue to drive sales of
these products in our core markets in Europe, Asia and some key regions in the
Americas.
Obtaining certification for our clinical products under the new EU
requirements of the In Vitro Diagnostic Regulation ("IVDR") remains a key
priority for the Group. We received our first IVDR certification in November
2023, with the Yourgene® DPYD genotyping assay, an important test for
oncology treatment, which identifies cancer patients at risk of suffering a
severe, and potentially life-threatening, reaction to common chemotherapy. In
December 2023, the Company submitted the application for its Cystic Fibrosis
quantitative fluorescence PCR (QF-PCR) test, which is used for newborn
screening as well as carrier screening in adults during family planning.
Reproductive Health
We saw encouraging growth in our Reproductive Health business, with the
addition of several new non-invasive prenatal testing ("NIPT") laboratory
customers across Europe, Columbia, Uzbekistan, India, UK and Taiwan. With the
NIPT market expected to reach $5.71 billion by 2028, we are well positioned to
meet the growing global demand for accurate and reliable NIPT workflows as an
increasing number of laboratories offer NIPT testing internationally.
We have continued to see strong growth in India, which is a major market for
Yourgene's Sage™ 32 and 12 NIPT workflows. To support this in September, the
Company launched MagBench™ in Asia-Pacific and the Middle East. MagBench™
is an automated DNA extraction platform optimised for the Sage 32 NIPT
Workflow, which enables simple, fast, and cost-efficient, bench-top robotic,
cell-free DNA (cfDNA) extraction.
The Group also saw strong growth in its cystic fibrosis portfolio in Australia
in Q4 2023, following the introduction of a new nationwide reimbursement
pathway by the Australian government that enables all eligible Australians to
receive cystic fibrosis screening either prior to, or early in pregnancy, and
have seen this momentum continue into 2024.
Precision Medicine
Over two million cancer patients globally are treated with fluoropyrimidines
(including 5-FU) each year; 10-30% of these patients suffer severe, and
sometimes fatal, side effects associated with DPD deficiency. Our DPYD
genotyping assay can identify patients with this deficiency, and we are seeing
increased adoption being driven by government reimbursement programmes and the
introduction of DPYD screening into cancer care clinical pathways. We are
seeing growth across UK, Ireland and Europe and in Canada where new customers
are starting to screen for DPYD as part of a province roll-out with
reimbursement in Ontario and other regions are expected to follow.
Infectious diseases
The Group launched its CE marked winter respiratory panel, genesig™
Real-time PCR SARS-CoV-2 Winterplex, before the cold winter season in the UK
and has had a steady uptake with a number of NHS customers. However, given the
considerable financial and staff resource required to advance a product to
IVDR, we will monitor clinical demand over the coming winter to evaluate the
opportunity and the investment required to progress the test.
As part of our portfolio evaluation, we have deprioritised the clinical
development of the nine new genesig™ multiplex products. These products are
currently available for research use only and we are seeing steady interest
from our growing RUO customer base.
2) Instrumentation
Our instrumentation offering has been significantly enhanced by the addition
of Ranger® Technology, Yourgene's automated DNA sample preparation and target
enrichment technology, which provides better performance and improved
workflows in multiple applications including NIPT, oncology, infectious
disease testing and gene synthesis. We see opportunities for Ranger® across
multiple markets, as it addresses key industry problems such as sample
preparation and purity, can meet high volume requirements in markets such as
gene synthesis, and has proven capability with multiple gene sequencing
platforms.
The team has continued to drive new opportunities for Ranger® across new
human and non-human applications. In November 2023, Yourgene became a
compatible partner of PacBio, a leading developer of high-quality, highly
accurate sequencing solutions with a global customer base. PacBio released a
Technical Note, supporting the use of Yourgene's LightBench® instrument
(Ranger® Technology) with PacBio's HiFi sequencing system for size selection
of long DNA fragments to enable high yields for HiFi sequencing data. PacBio's
customer base spans a broad set of research areas, including human genome
sequencing, plant and animal sciences, infectious diseases and microbiology,
oncology and other emerging applications, which represents a significant
opportunity to expand the use of Ranger® Technology. In addition, the Company
has just signed a co-marketing agreement with PacBio, strengthening our
relationship and ensuring Ranger® Technology is available for their long-read
sequencing customers. There are also a number of ongoing collaborations with
key institutions around the world to test Ranger® across a number of
different applications. Having a stronger data set in these new use cases will
drive further adoption and market penetration.
In Q1 2023 we saw the launch of the Primer Design Co-Prep ES instrument,
providing automated DNA and RNA extraction using Primer Design optimised
assays, which enables pathogen detection across numerous applications.
Within the IT-IS International Instrument division/business, the renewed
marketing plans and commercial restructure is beginning to make an impact and
the Group is seeing greater awareness and lead generation, with sales
improving during Q1 2024.
3) Research Use Only
Primer Design has maintained its position as a leader in custom assay
development, having delivered over 500+ custom assays in addition to its
extensive catalogue, which includes over 1200 assays. Building on this
expertise it has expanded its capabilities into the animal diagnostics and
aquaculture sectors, developing assays for both its own portfolio as well as
client-specific needs.
The business has a solid and growing pipeline addressing the need for
fit-for-purpose testing options and streamlined workflows. The R&D team is
also working on a Norovirus RUO assay, which will be ready to go to market in
Q2 2024 and has built on the market needs of key strategic customers within
the oyster farming community in the UK.
Based on extensive customer and market feedback, the team have launched a
range of "Complete" assays, which include our market leading customised
mastermixes, unique enzyme and control combinations, that are tailored to
provide everything our customers need in one kit for their experiments. In
addition, the mastermix reagents have been launched as a stand-alone component
that can be used for any labs working with multiplex assays, giving a route
into potential new customer labs.
4) Genomic Services
Yourgene Genomic Services ("YGS") saw a decline in NIPT volumes and revenue,
after a key customer moved these capabilities in-house and the termination of
discussions regarding the sale of the lab in Taiwan. However, the Group is
experiencing steady growth in new clinical customers across the UK. We have
also seen growth across our pharmaceutical research services, which offers
whole genome sequencing ("WGS"), whole exome sequencing ("WES") and other
specialist laboratory testing services to pharma, biotech and central
laboratories for clinical studies and assay validation, as well as biomarker
discovery services.
Taiwan update
As announced on 6 February 2024, the Group received formal notification from
INEX Innovate Pte Ltd of its decision to terminate discussions regarding the
acquisition of Yourgene Health Taiwan Co Ltd, as originally announced by
Yourgene in June 2023. As a result, Yourgene's Taiwanese laboratory business
will remain part of the Novacyt Group. We are continuing to evaluate a number
of options in relation to the future of the Taiwanese laboratory business that
offer the best value to all stakeholders and will provide any further updates
in due course.
Strengthened Board
Since the acquisition of Yourgene, the Novacyt Board has been reshaped and
Yourgene's former Chair, Dr John Brown CBE and I joined the Board, as
Non-Executive and Executive Director respectively, helping to make Yourgene's
integration into the wider Group as smooth as possible.
On 1 May 2024, I was appointed CEO of the Group and James McCarthy stepped
down from the Board of Directors as Acting CEO. Dr Andrew Heath, Non-Executive
Director, has also retired from the Board. I would like to thank James and
Andrew for their hard work and significant contribution to the Group and wish
them both well in their future endeavours.
Post-period end, we announced the appointment of Steve Gibson as Chief
Financial Officer. Both Steve and Dr Jo Mason, the Company's Chief Scientific
Officer, will join the Novacyt Board as Executive Directors, subject to
shareholder approval at the Company's Annual General Meeting. Steve played a
key role in the acquisition of Yourgene, as well as in executing key strategic
changes to the Group over the past two years. Jo is a leading molecular
biologist, with over 22 years' experience having worked in senior positions
both in industry and at prominent research institutes and I look forward to
welcoming both Steve and Jo to the Board in due course.
DHSC
As previously announced, the Company and its subsidiary Primer Design Ltd are
party to litigation with the DHSC. The trial hearing has been listed to
commence on 10 June 2024, and finish on 4 July 2024. The Company expects the
court to reserve judgment, meaning that the outcome of the trial will not be
known on 4 July 2024.
The Company is unable to provide additional comment at this time but will
provide further updates as appropriate and to the extent it is permitted to do
so.
Current trading and outlook
Group revenue for the first four months of 2024 totalled £6.9m, 73% of which
was generated by Yourgene. On a proforma basis, year-on-year revenue is down
£1.3m, or 16%, of which £0.7m is as a result of reduced COVID-19 product
sales. Revenue for the full year will likely continue at a similar run-rate to
what has been seen so far in 2024. We are still working through the cost base
of the business following the acquisition of Yourgene so, at this stage in the
year, it is too early to provide guidance on a full year EBITDA position.
Post-acquisition we have implemented actions that will deliver annual cost
reductions to the Group of over £4.0m for 2024, and we will continue to look
at further opportunities to right size the cost base.
We commenced the year with £44.1m in cash, with cash of £36.3m at 30 April
2024; a cash outflow of £7.8m. Within this cash outflow there was
approximately £3.3m of exceptional items, including DHSC legal fees and the
remaining deferred consideration from the Coastal Genomics acquisition.
We continue to place all efforts towards working as a single business so that
the reorganisation of the Group and the resulting synergies will leave us well
placed to deliver future growth.
We remain focused on driving the global sales of our key clinical and
instrumentation products, while also rebuilding our RUO business. The Board
believes that investment in R&D combined with our commercial strength is
key to achieving long-term growth. Over the coming months, we will continue to
evaluate the Group's product portfolio to identify those highest potential
areas whose growth can be accelerated through additional investment.
Lyn Rees
Chief Executive Officer
30 May 2024
FINANCIAL REVIEW
Overview
In September 2023, Novacyt completed the strategic acquisition of Yourgene for
an all-cash consideration of £16.7m, significantly enhancing its global
diagnostics capabilities, adding scale and diversification to accelerate the
long-term growth of the Group. As such, Novacyt's 2023 results include the
financial performance of Yourgene from 8 September 2023, the date of
acquisition. The financial results of Yourgene before this date are not
included within the 2023 Novacyt Group Statutory Accounts.
Novacyt generated sales of £11.6m, an EBITDA loss of £13.7m and a loss after
tax of £28.3m.
Cash decreased substantially during 2023 as a result of the acquisition of
Yourgene, which consumed circa £27.6m of cash. This included paying down
Yourgene liabilities acquired such as bank loans, contingent liabilities and
advisors' fees, the initial cash consideration and Novacyt advisor fees. As
such, cash at the end of 2023 was £44.1m, which provides the Group with a
solid foundation on which to build its future strategy.
Business Combinations
The acquisition of Yourgene was implemented by way of a UK scheme of
arrangement between Yourgene and its shareholders under Part 26 of the UK
Companies Act 2006.
IFRS 3 provides for a period of 12 months from acquisition to complete the
identification and measurement of the fair value of assets acquired and
liabilities assumed. This means that the gross amount of goodwill is subject
to adjustment until September 2024.
The gross goodwill recognised upon acquisition totalled £19.5m which will be
assessed annually for impairment.
Revenue
Revenue for 2023 fell to £11.6m compared with £21.0m in 2022. The main
driver for the reduction was reduced COVID-19 sales; 2023 included £0.6m of
COVID-19 related sales compared to £14.7m in 2022. The decline was driven by
reduced demand for COVID-19 testing as we emerged from the pandemic, partially
offset by the inclusion of Yourgene sales from September 2023.
At a business unit level, Primer Design delivered sales totalling £5.0m and
IT-IS International £1.0m for twelve months' trading activity. Yourgene
delivered sales of £5.6m post-acquisition in 2023 (approximately four
months).
Gross profit
The business delivered a gross profit of £3.7m (32%), compared with £5.7m
(27%) in 2022. The margin, at 32%, is significantly below the Group's historic
margin (60%+) predominantly due to the impact of stock adjustments in the form
of i) booking a higher stock provision than normal as a result of providing
for all remaining COVID-19 associated stock, and ii) writing off stock that
had not been provided for previously. Excluding the impact of these items, the
margin would be in excess of 60%.
Operating expenditure
Group operating costs fell by £1.9m to £17.4m in 2023, compared with £19.3m
in 2022.
Labour costs have reduced year-on-year as a result of the restructuring
programmes undertaken by the Group, but they have been partially offset by the
inclusion of employee costs resulting from the Yourgene acquisition. Novacyt
commenced 2023 with a headcount of circa 137, falling to 118 pre-acquisition,
and rising to 237 at December 2023 with the inclusion of Yourgene employees.
Non-labour costs follow a similar pattern in that the year-on-year reduction
would have been larger had it not been for the inclusion of Yourgene related
costs post-acquisition.
EBITDA
The Group reported an EBITDA loss of £13.7m for 2023 compared with a loss of
£13.5m in 2022. The loss has increased slightly, by £0.2m, driven by a
£1.9m fall in operating expenditure, but offset by a reduced gross profit
contribution of £2.1m as a result of lower sales.
Operating loss
The Group reported an operating loss of £29.5m compared with a 2022 loss of
£23.4m. Year-on-year, depreciation and amortisation charges have increased by
£2.1m, to £4.2m, mainly due to the inclusion of charges associated with
assets acquired as part of the Yourgene acquisition.
Other operating expenses have increased from £7.7m to £11.7m. The main items
making up the 2023 charge are i) a £4.1m impairment charge in relation to the
goodwill associated with the Primer Design acquisition, ii) £1.9m costs in
relation to the ongoing DHSC contract dispute, iii) £1.7m of acquisition
related fees which excludes deal advisory fees incurred by Yourgene (totalling
circa £2.1m) as they have been treated as a pre-acquisition cost, iv) a
£1.7m impairment charge in relation to the remaining goodwill and intangible
assets associated with the IT-IS International acquisition, v) £1.6m
restructuring expenses predominantly covering redundancy payments, and vi)
£0.7m of other expenses.
Loss after tax from continuing operations
The Group reported a loss after tax from continuing operations of £27.8m,
compared with a loss of £22.2m in 2022. Other financial income and expenses
netted to a £0.9m income compared with a £3.3m net income in 2022. The two
key items making up the balance are i) £2.0m interest income on deposits held
in bank accounts, and ii) a £1.0m net financial foreign exchange loss mainly
resulting from revaluations of bank and intercompany accounts held in foreign
currencies. Taxation at £0.8m is predominantly a result of the movement in
deferred tax.
Loss from discontinued operations
In accordance with IFRS 5, the net result of the Lab21 Products business has
been reported on a separate line "Loss from discontinued operations" in the
consolidated income statement for 2023 and 2022.
2023 balances relate to clearing balance sheet items and interest on
intercompany balances.
Earnings Per Share
2023 saw a loss per share of £0.40 compared to a loss per share of £0.36 in
2022.
Business Combinations - pro forma view
If the acquisition of Yourgene was to have completed on 1 January 2023, the
opening date of the Group's 2023 financial year, consolidated Group revenue
for 2023 would have amounted to £22.8m and the Group would have generated a
net loss attributable to owners of the Company of £50.3m.
Yourgene pro forma results include various one-off charges including i)
acquisition related costs totalling in excess of £8.5m, including the
recognition of a £6.5m contingent liability, and ii) around £4.8m covering
items such as stock provisions, impairing ROU assets and bad debt
provisions.
Non-current assets
Goodwill has increased from £6.6m in 2022 to £21.4m in 2023. The increase is
driven by the goodwill arising from the acquisition of Yourgene, totalling
£19.5m, offset by impairment charges to goodwill totalling £4.4m.
Impairments relating to the acquisitions of Primer Design (£4.1m) and IT-IS
International (£0.3m) were made as a result of reduced future expected cash
flow. The remaining movement is due to exchange revaluations on the Primer
Design and Yourgene goodwill balances, which are not held in pound sterling.
Right-of-use assets have increased from £0.5m at 31 December 2022 to £11.0m
at 31 December 2023, largely as a result of the inclusion of lease costs
associated with Yourgene and its largest facility, Skelton House, in the UK.
Property, plant and equipment has increased by £1.4m from 31 December 2022 to
£4.2m at 31 December 2023. This is driven mainly by the inclusion of fixed
assets acquired as part of the Yourgene acquisition offset by depreciation
costs.
Other non-current assets have increased by £7.2m to £10.3m as at 31 December
2023, driven by the inclusion of intangible assets acquired as part of the
Yourgene acquisition including customer relationships, brands and development
costs. These were partly offset by amortisation charges totalling £3.1m,
which includes a £1.4m impairment charge for IT-IS International related
intangibles.
Current assets
Inventories and work in progress are flat year-on-year closing 2023 at £3.0m.
However, the composition has changed due to the inclusion of Yourgene stock
totalling £2.3m (net), offset by the reduction in stock held by Primer Design
and IT-IS International primarily as a result of providing for all remaining
COVID-19 associated stock and writing off stock that expired in 2023 and was
not previously provided for.
Trade and other receivables have increased by £2.3m to £36.0m at 31 December
2023 mainly as a result of the inclusion of the Yourgene receivable balances.
The trade receivables balance includes a £24.0m unpaid DHSC invoice raised in
December 2020, in respect of products delivered during 2020 that remains
unpaid at the date of publishing the accounts. Recovery of the invoice is
dependent on the outcome of the contract dispute. Also included in trade and
other receivables is an £8.5m VAT receivable balance (December 2022: £8.3m),
that mainly relates to UK VAT paid on sales invoices in dispute with the DHSC.
As these sales have not been recognised in accordance with IFRS 15, the
revenue, trade receivable and VAT element of the transactions have been
reversed, resulting in a VAT debtor balance.
Tax receivables have fallen by £0.4m to £0.7m at 31 December 2023. The
current balance relates to Research and Development tax credits (SME Scheme)
accruals covering 2022 and 2023.
Other current assets have increased to £2.6m from £2.4m in 2022. The
year-on-year change is minimal as the 2022 balance included prepaid stock that
was delivered in 2023 which is largely offset by the inclusion of Yourgene
prepayments in 2023. Prepayments at 31 December 2023 include the annual Group
commercial insurance, rent, rates and prepaid support costs.
Current liabilities
Short-term lease liabilities have increased by £0.6m, to £1.2m, as a result
of the inclusion of lease liabilities associated with Yourgene.
The short-term contingent consideration balance of £0.2m as at 31 December
2023 relates to the acquisition of Coastal Genomics in Canada by Yourgene and
was subsequently paid in April 2024.
Trade and other liabilities increased to £7.2m at 31 December 2023 from
£2.8m at 31 December 2022, predominantly as a result of the inclusion of
Yourgene liabilities.
Other provisions and short-term liabilities are broadly flat year-on-year at
£20.9m (December 2022: £20.8m). The largest balance relates to a product
warranty provision for £19.8m booked in 2020 to cover Management's view of
the maximum cost of replacing products in relation to the ongoing commercial
dispute with the DHSC that remains unchanged in 2023.
Non-Current Liabilities
Deferred tax liabilities have increased to £2.2m from £1.0m in 2022.
Deferred tax liabilities on temporary timing differences relate to the assets
acquired as part of the Yourgene acquisition in September 2023 and accelerated
capital allowances.
Lease liabilities long-term has increased to £12.5m, from £0.3m, largely as
a result of the inclusion of lease liabilities associated with Yourgene. The
main liabilities relate to two premises in the UK, Skelton House and City
Labs, that have multi-year leases.
Other provisions and long-term liabilities have increased to £2.3m, from
£0.1m, as a result of the inclusion of i) a Coastal Genomics earnout
milestone totalling £0.7m (which has since been paid in 2024 following a
settlement negotiation), and ii) dilapidations provisions associated with
Yourgene premises totalling £1.5m.
Cash flow
Cash held at the end of 2023 totalled £44.1m compared with £87.0m at 31
December 2022. Net cash used in operating activities was £25.0m for 2023,
made up of a working capital outflow of £11.3m and an EBITDA loss of £13.7m,
compared to a cash outflow of £13.7m in 2022.
The working capital outflow of £11.3m includes fees attributable to the
Yourgene acquisition including the payment of the £6.5m contingent liability
and £3.4m of deal advisory fees.
Net cash used in investing activities increased to £13.9m, from £0.6m in
2022, predominantly driven by the all-cash acquisition of Yourgene less cash
acquired. This outflow was offset by the Group generating £2.0m interest
income from its cash balances during 2023.
Capital expenditure in 2023 totalled £0.7m compared with £0.4m in 2022.
Net cash used in financing activities in 2023 totalled £4.0m compared with
£0.5m in 2022, with the two main cash outflows being i) repayment of the
Yourgene SVB bank loan totalling £2.4m, and ii) lease payments totalling
£1.1m.
The Group remains debt free at 31 December 2023.
Announcement Note
The information included in this announcement is extracted from the audited
Group Consolidated Accounts. Defined terms used in the announcement refer to
terms as defined in the Group Consolidated Accounts unless the context
otherwise requires. This announcement should be read in conjunction with, and
is not a substitute for, the full Group Consolidated Accounts.
Chief Financial Officer
Novacyt S.A.
Consolidated income statement for the years ended 31 December 2023 and 31
December 2022
Amounts in £'000 Notes Year ended Year ended
31 December
31 December
2023
2022
Continuing Operations
Revenue 11,579 21,040
Cost of sales 4 -7,849 -15,294
Gross profit 3,730 5,746
Sales, marketing and distribution expenses -3,950 -4,826
Research and development expenses -3,228 -5,047
General and administrative expenses 5 -14,524 -12,090
Governmental subsidies 125 562
Operating loss before exceptional items -17,847 -15,655
Other operating income 6 31 -
Other operating expenses 6 -11,700 -7,738
Operating loss after exceptional items -29,516 -23,393
Financial income 3,410 3,969
Financial expense -2,462 -629
Loss before tax -28,568 -20,053
Tax income / (expense) 768 -2,148
Loss after tax from continuing operations -27,800 -22,201
Loss from discontinued operations -492 -3,529
Loss after tax attributable to owners of the Company (*) -28,292 -25,730
Loss per share (£) 7 -0.40 -0.36
Diluted loss per share (£) 7 -0.40 -0.36
Loss per share from continuing operations (£) 7 -0.39 -0.31
Diluted loss per share from continuing operations (£) 7 -0.39 -0.31
Loss per share from discontinued operations (£) 7 -0.01 -0.05
Diluted loss per share from discontinued operations (£) 7 -0.01 -0.05
* There are no non-controlling interests.
Consolidated statement of comprehensive income for the years ended 31 December
2023 and 31 December 2022
Amounts in £'000 Notes Year ended Year ended
31 December
31 December
2023
2022
Loss for the period recognised in the income statement -28,292 -25,730
Items that may be subsequently reclassified to profit or loss:
Translation reserves 14 363 -843
Total comprehensive loss -27,929 -26,573
Comprehensive loss attributable to:
Owners of the Company (*) -27,929 -26,573
*There are no non-controlling interests.
Statement of financial position as of 31 December 2023 and 31 December 2022
Amounts in £'000 Notes Year ended Year ended
31 December
31 December
2023
2022
Goodwill 8 21,446 6,646
Other intangible assets 10,232 3,121
Property, plant and equipment 4,183 2,751
Right-of-use assets 11,036 521
Non-current financial assets 57 -
Deferred tax assets 413 624
Total non-current assets 47,367 13,663
Inventories and work in progress 9 3,022 3,027
Trade and other receivables 10 36,034 33,662
Tax receivables 728 1,149
Prepayments and short-term deposits 2,601 2,418
Investments short-term 9 9
Cash and cash equivalents 44,054 86,973
Total current assets 86,448 127,238
Total assets 133,815 140,901
Lease liabilities short-term 11 1,209 609
Contingent consideration short-term 193 -
Provisions short-term 12 19,988 20,300
Trade and other liabilities 13 7,183 2,787
Tax liabilities 65 -
Other current liabilities 927 540
Total current liabilities 29,565 24,236
Net current assets 56,883 103,002
Lease liabilities long-term 11 12,495 263
Contingent consideration long-term 722 -
Provisions long-term 12 1,547 95
Deferred tax liabilities 2,241 1,041
Other long-term liabilities 3 50
Total non-current liabilities 17,008 1,449
Total liabilities 46,573 25,685
Net assets 87,242 115,216
Statement of financial position as of 31 December 2023 and 31 December 2022
(continued)
Amounts in £'000 Notes Year ended Year ended
31 December
31 December
2023
2022
Share capital 14 4,053 4,053
Share premium account 50,671 50,671
Own shares -138 -91
Other reserves 14 1,599 -2,017
Equity reserve 1,155 1,155
Retained earnings 14 29,902 61,445
Total equity - owners of the Company 87,242 115,216
Total equity 87,242 115,216
Statement of changes in equity for the years ended 31 December 2023 and 31
December 2022
Amounts in £'000 Other Group reserves
Share capital Share premium Own shares Equity reserves Other Translation reserve OCI on retirement benefits Total Retained earnings Total equity
Balance at 1 January 2022 4,053 50,671 -78 1,155 -2,407 1,241 -8 -1,174 87,188 141,815
Translation differences - - - - - -843 - -843 - -843
Loss for the period - - - - - - - - -25,730 -25,730
Total comprehensive income / (loss) for the period - - - - - -843 - -843 -25,730 -26,573
Own shares acquired / sold in the period - - -13 - - - - - - -13
Other - - - - - - - - -13 -13
Balance at 31 December 2022 4,053 50,671 -91 1,155 -2,407 398 -8 -2,017 61,445 115,216
Translation differences - - - - - 363 - 363 - 363
Loss for the period - - - - - - - - -28,292 -28,292
Total comprehensive loss for the period - - - - - 363 - 363 -28,292 -27,929
Own shares acquired / sold in the period - - -47 - - - - - - -47
Other - - - - 3,253 - - 3,253 -3,251 2
Balance at 31 December 2023 4,053 50,671 -138 1,155 846 761 -8 1,599 29,902 87,242
The Other Group reserves in column 'Other' shows the reserve related to the
acquisition of Primer Design shares and the reserve for payment in shares. The
2023 movement of £3,253,000 is a result of the acquisition of Yourgene
Health.
Statement of cash flows for the years ended 31 December 2023 and 31 December
2022
Amounts in £'000 Notes Year ended Year ended
31 December
31 December
2023
2022
Net cash used in operating activities 16 -24,991 -13,729
Operating cash flows from discontinued operations -689 -1,955
Operating cash flows from continuing operations -24,302 -11,774
Investing activities
Acquisition of subsidiary net of cash acquired -15,429 -787
Purchases of patents and trademarks -154 -260
Purchases of property, plant and equipment -517 -156
Sales of property, plant and equipment 26 -
Variation of deposits 116 -12
Interest received 2,023 638
Net cash used in investing activities -13,935 -577
Investing cash flows from discontinued operations 88 28
Investing cash flows from continuing operations -14,023 -605
Financing activities
Repayment of lease liabilities -1,110 -395
Repayment of bank loans -2,355 -
Purchase of own shares - net -47 -13
Paid interest expenses -455 -108
Net cash used in financing activities -3,967 -516
Financing cash flows from discontinued operations -325 -142
Financing cash flows from continuing operations -3,642 -374
Net decrease in cash and cash equivalents -42,893 -14,822
Cash and cash equivalents at beginning of year 86,973 101,746
Effect of foreign exchange rate changes -26 49
Cash and cash equivalents at end of year 44,054 86,973
Notes to the ANNUAL ACCOUNTS
1. Corporate Information
Novacyt is an international molecular diagnostics company providing a broad
portfolio of integrated technologies and services, primarily focused on the
delivery of genomic medicine. The Company develops, manufactures, and
commercialises a range of molecular assays and instrumentation to deliver
workflows and services that enable seamless end-to-end solutions from sample
to result across multiple sectors including human health, animal health and
environmental. Its registered office is located at 13 Avenue Morane Saulnier,
78140 Vélizy Villacoublay.
2. BASIS OF ANNOUNCEMENT
2.1 Basis of Preparation
The financial information contained in this report comprises the consolidated
financial statements of the Company and its subsidiaries (hereinafter referred
to collectively as the "Group"). The figures in the tables are prepared and
presented in Great British Pounds ("GBP"), rounded to the nearest thousand
("£'000s").
2.2 Discontinued operations and assets held for sale
A discontinued operation is a component that either has been disposed of, or
is classified as held for sale, and
(a) represents a separate major line of business or geographical area of
operations,
(b) is part of a single co-ordinated plan to dispose of a separate major
line of business or geographical area of operations, or
(c) is a subsidiary acquired exclusively with a view to resale.
Discontinued operations are presented in the consolidated income statement as
a single amount comprising the total of:
- The post-tax profit or loss of the discontinued operation,
- The post-tax gain or loss recognised on the measurement to fair value
less costs to sell, and
- The post-tax gain or loss recognised on the disposal of assets or the
disposal group making up the discontinued operation.
In the statement of cash flows the net cash flow attributable to the
operating, investing and financing activities of discontinued operations have
been disclosed separately.
No adjustments have been made in the statement of financial position.
2.3 Going concern
The Directors have, at the time of approving the financial statements, a
reasonable expectation that the Group has adequate resources to continue in
operational existence for the foreseeable future. Thus, they adopt the going
concern basis of accounting in preparing the financial statements after having
taken into account the available information they have for the future, and
especially the cash forecast prepared for the next 12 months.
In preparing this cash forecast, the Directors have considered the following
assumptions:
- The business plan for the next 12 months;
- The working capital requirements of the business;
- A positive cash balance at 31 December 2023 of £44,054,000;
- The possible outcomes of the Department of Health and Social Care
"DHSC" commercial dispute having a trial date set for June 2024;
- Payment of the remaining Coastal Genomics earn-out milestones;
- No additional external funding has been forecast.
If Novacyt had to pay the full value of the DHSC claim in the period up to and
including May 2025, which is not the scenario that management considers to be
most likely, then the Group would not have sufficient funds to settle the
liability without agreeing a payment plan. This matter raises substantial
doubt about the ability of the Group to continue as a going concern in the
worst-case scenario.
2.4 Business combinations
Business combinations are accounted for using the purchase method (see
IFRS 3).
Each time it acquires a company or group of companies constituting a business,
the Group identifies and measures the assets acquired and liabilities assumed,
most of which are carried at fair value. The difference between the fair value
of the consideration transferred, including the recognised amount of any
non-controlling interest in the acquiree, and the net amount recognised in
respect of the identifiable assets acquired and liabilities assumed measured
at fair value, is recognised as goodwill.
Pursuant to IFRS 3, the Group applies the following principles:
- Transaction costs are recognised immediately as operating expenses
when incurred;
- Any purchase price adjustment of an asset or a liability assumed is
estimated at fair value at the acquisition date, and the initial assessment
may only subsequently be adjusted against goodwill in the event of new
information related to facts and circumstances existing at the acquisition
date if this assessment occurs within the 12-month allocation period after the
acquisition date. Any adjustment of the financial liability recognised in
respect of an additional price subsequent to the intervening period or not
meeting these criteria is recognised in the Group's comprehensive income;
- Any negative goodwill arising on acquisition is immediately recognised
as income; and
- For step acquisitions, the achievement of control triggers the
remeasurement at fair value of the interest previously held by the Group in
profit or loss. Loss of control results in the remeasurement of the possible
residual interest at fair value in the same way.
For companies acquired during the year, only the results for the period
following the acquisition date are included in the consolidated income
statement. For the financial year 2023, this applies to Yourgene Health Ltd
(formerly PLC) and its subsidiaries, which were acquired on the 8 September
2023.
2.5 Critical accounting judgements and key sources of estimate uncertainty
In the application of the Group's accounting policies, the Directors are
required to make judgements (other than those involving estimations) that have
a significant impact on the amounts recognised and to make estimates and
assumptions about the carrying amounts of assets and liabilities that are not
readily apparent from other sources. The estimates and associated assumptions
are based on historical experience and other factors that are considered to be
relevant. Actual results may differ from these estimates.
The 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 if the revision affects only that period, or in the period
of the revision and future periods if the revision affects both current and
future periods.
2.5.1 Critical accounting judgements
· Constraint of revenue
Revenue is only constrained if it is highly probable there will not be a
significant reversal of revenue in the future. Highly probable is not defined
in IFRS 15 and so it is a significant judgement to be exercised by Management.
The value of revenue related to performance obligations fulfilled in 2020 to
which constraint has not been applied is £130,642,000 and relates to the DHSC
dispute, further details are disclosed in note 18.
· Trade and other receivables
An estimate of the risks of non-receipt based on commercial information,
current economic trends and the solvency of individual customers is made to
determine the need for impairment on a customer-by-customer basis. Management
use significant judgement in determining whether a credit loss provision is
required.
At the year end, the Group had trade receivables of £28,151,000 against which
a credit loss provision of £865,000 has been applied. At the date of signing
the financial statements, £23,957,000 of the 31 December 2023 receivables,
relating to products delivered during 2020, were overdue due to the contract
dispute with the Department of Health and Social Care "DHSC" (see note 18).
Management considers it to be more likely than not that the 31 December 2023
balances are recoverable; this is a significant judgement.
· Provisions
The carrying value of provisions at 31 December 2023 and 2022 are as per the
table below:
Amounts in £'000 Year ended Year ended
31 December
31 December
2023
2022
Provisions for restoration of premises 1,576 425
Provision for litigation 157 157
Provisions for product warranty 19,795 19,813
Provisions for retirement benefits 7 -
Total provisions 21,535 20,395
o Provisions for restoration of premises
The value of provision required is determined by Management on the basis of
available information, experience and, in some cases, expert estimates. When
these obligations are settled, the amount of the costs or penalties that are
ultimately incurred or paid may differ significantly from the amounts
initially provisioned. Therefore, these provisions are regularly reviewed and
may have an effect on the Group's future results.
To the Group's knowledge, there is no indication to date that the parameters
adopted as a whole are not appropriate, and there are no known developments
that could significantly affect the amount of provision.
o Provisions for product warranty
The value of provision required is determined by Management based on available
information, experience and, in some cases, expert estimates. Product warranty
provisions are only included if it is considered to be probable that an
outflow of economic benefit will be required. Determination of probable is a
significant judgement especially in light of the dispute described in note 18.
2.5.2 Key sources of estimation uncertainty
The Group has a number of key sources of estimation uncertainty. Of these
items, only the measurement of goodwill (see note 8) is considered likely to
result in a material adjustment. Where there are other areas of estimates
these have been deemed not material.
· Measurement of goodwill
Goodwill is tested for impairment on an annual basis. The recoverable amount
of goodwill is determined mainly on the basis of forecasts of future cash
flows. The total amount of anticipated cash flows reflects Management's best
estimate of the future benefits and liabilities expected for the relevant CGU.
The assumptions used and the resulting estimates sometimes cover very long
periods, taking into account the technological, commercial and contractual
constraints associated with each CGU. These estimates are mainly subject to
assumptions in terms of volumes, selling prices and related production costs,
and the exchange rates of the currencies in which sales and purchases are
denominated. They are also subject to the discount rate used for each CGU.
The value of the goodwill is tested whenever there are indications of
impairment and reviewed at each annual closing date or more frequently should
this be justified by internal or external events.
The carrying amount of goodwill in the statement of financial position and
related impairment loss over the period is shown below:
Amounts in £'000 Year ended Year ended
31 December
31 December
2023
2022
Goodwill Primer Design 6,255 6,384
Cumulative impairment of goodwill -4,103 -
Net value 2,152 6,384
Goodwill IT-IS International 9,437 9,437
Cumulative impairment of goodwill -9,437 -9,175
Net value - 262
Goodwill Yourgene Health - provisional amount 19,294 -
Total goodwill 21,446 6,646
Sensitivity analysis has been performed on the goodwill balance and is
presented in note 8.
The remaining Goodwill associated with the IT-IS International acquisition has
been fully impaired in 2023 due to reduced future expected cash flow
generation.
3. Operating segments
Segment reporting
Pursuant to IFRS 8, an operating segment is a component of an entity:
- that engages in business activities from which it may earn revenues
and incur expenses (including revenues and expenses relating to transactions
with other components of the same entity);
- whose operating results are regularly reviewed by the Group's Chief
Executive to make decisions regarding the allocation of resources to the
segment and to assess its performance; and
- for which discrete financial information is available.
-
The Group has identified five operating segments, whose performance and
resources are monitored separately. Following the Group's decision to
discontinue the Microgen Bioproducts and Lab21 Healthcare businesses in 2022,
the Lab21 Products segment, which is made up of these businesses, has been
treated as a discontinued operation:
o Primer Design
This segment represents the activities of Primer Design Ltd, which is a
designer, manufacturer and marketer of molecular 'real-time' qPCR testing
devices and reagents in the area of infectious diseases based in Eastleigh,
UK.
o IT-IS International
This segment represents the activities of IT-IS International Ltd, a
diagnostic instrument development and manufacturing company specialising in
the development of PCR devices for the life sciences and food testing industry
based in Stokesley, UK.
o Lab21 Products
This segment represents the activities of Lab21 Products, which was a
developer, manufacturer and distributor of a large range of protein-based
infectious disease IVD products covering Microgen Bioproducts Ltd and Lab21
Healthcare Ltd, both based in Camberley, UK. As these businesses ceased
trading in June 2022, this segment is being treated as a discontinued
operation.
o Corporate
This segment represents Group central/corporate costs. Where appropriate,
costs are recharged to individual business units via a management recharge
process.
o Yourgene Health
This segment represents the activities of Yourgene Health and its
subsidiaries, a genomics technology and services business, focussed on
delivering molecular diagnostic and screening solutions, across reproductive
health and precision medicine, based throughout the world but with its
headquarters in Manchester, UK.
o Intercompany eliminations
This represents intercompany transactions across the Group that have not been
allocated to an individual operating segment. It is not a discrete segment.
The Chief Operating Decision Maker is the Chief Executive Officer.
Headcount
The average headcount by segment is presented in the table below:
Segment 2023 2022
Primer Design 74 141
Lab21 Products - 21
IT-IS International 24 31
Corporate 23 29
Yourgene Health 149 -
Total headcount 270 222
The Yourgene Health headcount reflects the average headcount post-acquisition.
The reduction in Primer Design headcount reflects the impact of redundancy
programmes on the business.
Breakdown of revenue by operating segment and geographic area
o Year ended 31 December 2023
Amounts in £'000 Primer Design IT-IS International Yourgene Health Total
Geographical area
United Kingdom 1,415 29 1,919 3,363
France 268 48 743 1,059
Europe (excluding UK and France) 628 397 815 1,840
America 1,076 163 419 1,658
Asia-Pacific 1,029 290 1,449 2,768
Middle East 211 10 222 443
Africa 360 20 68 448
Total revenue 4,987 957 5,635 11,579
o Year ended 31 December 2022
Amounts in £'000 Primer Design IT-IS International Total
Geographical area
United Kingdom 10,051 72 10,123
France 218 25 243
Europe (excluding UK and France) 3,154 452 3,606
America 4,134 347 4,481
Asia-Pacific 1,373 479 1,852
Middle East 347 30 377
Africa 357 1 358
Total revenue 19,634 1,406 21,040
Breakdown of result by operating segment
o Year ended 31 December 2023
Amounts in £'000 Primer Design IT-IS International Corporate Intercompany Total
eliminations
Yourgene Health
Revenue 4,987 957 - 5,635 - 11,579
Cost of sales -3,978 -679 - -3,282 90 -7,849
Sales and marketing costs -2,447 -357 -41 -1,105 - -3,950
Research and development -1,846 -378 - -1,004 - -3,228
General and administrative -6,030 -1,398 -716 -2,254 27 -10,371
Governmental subsidies 154 -29 - - - 125
Earnings before interest, tax, depreciation and amortisation as per management -9,160 -1,884 -757 -2,010 117 -13,694
reporting
Depreciation and amortisation -1,700 -417 -73 -2,001 38 -4,153
Operating (loss) / profit before exceptional items -10,860 -2,301 -830 -4,011 155 -17,847
Other operating income - - 31 - - 31
Other operating expenses -6,734 -1,727 -2,539 -700 - -11,700
Operating (loss) / profit after exceptional items -17,594 -4,028 -3,338 -4,711 155 -29,516
Financial income 8,014 74 2,841 1,336 -8,855 3,410
Financial expense -886 -112 -8,272 -1,087 7,895 -2,462
Loss before tax -10,466 -4,066 -8,769 -4,462 -805 -28,568
o Year ended 31 December 2022
Amounts in £'000 Primer Design IT-IS International Corporate Intercompany Total
Eliminations
Revenue 19,634 1,417 - -11 21,040
Cost of sales -14,710 -2,026 - 1,442 -15,294
Sales and marketing costs -4,231 -321 -274 - -4,826
Research and development -4,458 -589 - - -5,047
General and administrative -7,668 -1,046 -1,261 - -9,975
Governmental subsidies 490 72 - - 562
Earnings before interest, tax, depreciation and amortisation as per management -10,943 -2,493 -1,535 1,431 -13,540
reporting
Depreciation and amortisation -1,699 -405 -44 33 -2,115
Operating (loss) / profit before exceptional items -12,642 -2,898 -1,579 1,464 -15,655
Other operating expenses -1,766 -5,285 -687 - -7,738
Operating (loss) / profit after exceptional items -14,408 -8,183 -2,266 1,464 -23,393
Financial income 6,045 44 2,684 -4,804 3,969
Financial expense -542 -171 -4,353 4,437 -629
Loss before tax -8,905 -8,310 -3,935 1,097 -20,053
Assets and liabilities are not reported to the Chief Operating Decision Maker
on a segmental basis and are therefore not disclosed.
Please note that in accordance with IFRS 5 the results of the Lab21 Products
segment for 2023 and 2022 have been reported on a separate line 'Loss from
discontinued operations' in the consolidated income statement, which is shown
below loss before tax and thus all items above loss before tax have a nil
value.
4. Cost of sales
Amounts in £'000 Year ended Year ended
31 December
31 December
2023
2022
Cost of inventories recognised as an expense 7,018 17,509
Change in stock provision -797 -6,473
Freight costs 51 73
Direct labour 1,575 4,141
Product warranty -18 14
Other 20 30
Total cost of sales 7,849 15,294
Total cost of sales has fallen year on year reflecting the reduction in sales.
The £797,000 net fall in the 2023 stock provision is driven by a £1,286,000
reduction in the Yourgene Health stock provision between acquisition and the
reporting date, partially offset by a £489,000 net increase in the Novacyt
legacy business stock provision.
A large amount of stock, which had previously been provided for, was written
off and disposed of during 2023, with the cost being charged to 'Cost of
inventories recognised as an expense' and a corresponding release of the stock
provision being made.
Direct labour (including subcontractor costs) has decreased year on year as a
result of manufacturing being performed in-house versus an element being
outsourced in 2022.
5. General and administrative expenses
Amounts in £'000 Year ended Year ended
31 December
31 December
2023
2022
Purchases of non-stored raw materials and supplies 343 323
Lease and similar payments 340 477
Maintenance and repairs 465 370
Insurance premiums 743 1,024
Legal and professional fees 1,802 1,622
Banking services 50 55
Employee compensation and social security contributions 4,631 5,144
Depreciation and amortisation of property, plant and equipment and intangible 4,154 2,115
assets
Other general and administrative expenses 1,996 960
Total general and administrative expenses 14,524 12,090
Legal and professional fees include advisors' fees, audit fees and legal fees.
Underlying labour costs have decreased as a result of restructuring. The
impact of these savings has been partially offset by the inclusion of employee
costs as a result of the Yourgene Health acquisition.
Depreciation and amortisation of property, plant and equipment and intangible
assets increased in 2023 due to the inclusion of assets associated with the
Yourgene Health acquisition.
Other general and administrative expenses include building rates, regulatory
fees, loss on disposal of fixed assets and IT expenses.
6. Other operating income and expenses
Amounts in £'000 Year ended Year ended
31 December 2023
31 December 2022
Other operating income 31 -
Total other operating income 31 -
Impairment of Primer Design goodwill -4,113 -
Impairment of IT-IS International goodwill and intangible assets -1,682 -5,156
DHSC contract dispute costs -1,862 -927
Restructuring expenses -1,593 -1,255
Acquisition related expenses -1,705 -325
Other expenses -396 -75
Loss on disposal of Taiwan subsidiaries -305 -
Taiwan divestment costs -44 -
Total other operating expenses -11,700 -7,738
Operating expenses
Goodwill and intangible assets associated with the IT-IS International
acquisition were fully impaired in 2023, having also been impaired in 2022,
due to reduced future expected cash flow generation.
Goodwill associated with the Primer Design acquisition was impaired in 2023
due to reduced future expected cash flow generation.
DHSC contract dispute costs relate to legal and professional fees and product
storage costs incurred in the ongoing commercial dispute.
Restructuring expenses are driven by the Group restructuring programmes.
Acquisition related expenses in 2023 include costs associated with the
acquisition of Yourgene Health on 8 September 2023. These costs include
advisory fees, legal and professional fees and termination fees where
applicable. Advisory costs incurred by Yourgene Health relating to the
acquisition have been treated as pre-acquisition costs and are therefore not
included in the Consolidated Income Statement.
Taiwan divestment costs relate to costs associated with the failed sale of the
Yourgene Health (Taiwan) Co. Ltd.
7. Loss per share
The loss per share is calculated based on the weighted average number of
shares outstanding during the period. The diluted loss per share is calculated
based on the weighted average number of shares outstanding and the number of
shares issuable as a result of the conversion of dilutive financial
instruments. At 31 December 2023 there are no outstanding dilutive
instruments.
Amounts in £'000 Year ended Year ended
31 December
31 December
2023
2022
Net loss attributable to owners of the Company -28,292 -25,730
Impact of dilutive instruments - -
Net diluted loss attributable to owners of the Company -28,292 -25,730
Weighted average number of shares (actual amount) 70,626,248 70,626,248
Impact of dilutive instruments - -
Weighted average number of diluted shares 70,626,248 70,626,248
Loss per share (£) -0.40 -0.36
Diluted loss per share (£) -0.40 -0.36
Loss per share from continuing operations (£) -0.39 -0.31
Diluted loss per share from continuing operations (£) -0.39 -0.31
Loss per share from discontinued operations (£) -0.01 -0.05
Diluted loss per share from discontinued operations (£) -0.01 -0.05
8. Goodwill
Goodwill is the difference recognised, upon consolidation of a company,
between the fair value of the purchase price of its shares and the net assets
acquired and liabilities assumed, measured in accordance with IFRS 3.
Cost £'000
At 1 January 2022 30,358
Exchange differences 1,144
At 31 December 2022 31,502
Acquisition of the Yourgene Health Group of companies 19,542
Disposal of Cambridge Genomics Corporation and Yourgene Biosciences Co. Ltd -276
Exchange differences -419
At 31 December 2023 50,349
Accumulated impairment losses
At 1 January 2022 18,887
Impairment of the IT-IS International goodwill 5,156
Exchange differences 813
At 31 December 2022 24,856
Impairment of the Primer Design goodwill 4,113
Impairment of the IT-IS International goodwill 262
Exchange differences -328
At 31 December 2023 28,903
Carrying value 11,471
At 1 January 2022
At 31 December 2022 6,646
At 31 December 2023 21,446
Primer Design
The impairment testing of the CGU as at 31 December 2023 was carried out using
the DCF method, with the key assumptions as follows:
o Five-year business plan;
o Extrapolation of cash flows beyond five years based on a growth rate of
1.5%; and
o Discount rate corresponding to the expected rate of return on the market
for a similar investment, regardless of funding sources, equal to 15.1%.
The implementation of this approach demonstrated that the value in use
amounted to £2,152,000, which is lower than the carrying amount of this
asset. As such, an impairment charge of £4,113,000 was recognised in the year
ended 31 December 2023.
IT-IS International
The impairment testing of the CGU as at 31 December 2023 was carried out using
the DCF method, with the key assumptions as follows:
o Five-year business plan;
o Extrapolation of cash flows beyond five years based on a growth rate of
1.5%; and
o Discount rate corresponding to the expected rate of return on the market
for a similar investment, regardless of funding sources, equal to 12.1%.
The output from the model demonstrated that the remaining goodwill needed to
be fully impaired.
Yourgene Health
On 8 September 2023, Novacyt UK Holdings Limited, a wholly-owned subsidiary of
Novacyt SA, completed the purchase of the entire share capital of Yourgene
Health Ltd (formerly plc), an international molecular diagnostic group. The
acquisition was implemented by way of a UK scheme of arrangement between
Yourgene Health and its shareholders under Part 26 of the UK Companies Act
2006.
The goodwill calculation is presented in note 15 'Business combinations'.
IFRS 3 provides for a period of 12 months from the date of the acquisition to
complete the identification and measurement of the fair value of assets
acquired and liabilities assumed. The gross amount of goodwill is subject to
adjustment until September 2024.
9. Inventories and work in progress
Amounts in £'000 Year ended Year ended
31 December
31 December
2023
2022
Raw materials 10,691 8,562
Work in progress 1,751 2,854
Finished goods 3,631 3,404
Stock provisions -13,051 -11,793
Total inventories and work in progress 3,022 3,027
Gross stock has increased in the year due to the inclusion of Yourgene Health
stock.
The 2023 increase in the stock provision is predominantly due to i) providing
for all remaining COVID-19 and other non-Research Use Only stock as Primer
Design focuses on being a Research Use Only business and ii) the inclusion of
Yourgene Health stock provisions.
10. Trade and other receivables
Amounts in £'000 Year ended Year ended
31 December
31 December
2023
2022
Trade and other receivables 27,509 25,485
Expected credit loss provision -223 -214
Tax receivables - Value Added Tax 8,541 8,312
Receivables on sale of businesses - 69
Other receivables 207 10
Total trade and other receivables 36,034 33,662
Trade receivables have increased in the year due to the inclusion of the
Yourgene Health receivable balances.
The trade receivables balance includes a £23,957,000 unpaid DHSC invoice
raised in December 2020, in respect of products delivered during 2020, that
remains unpaid at the date of publishing the annual accounts. Recovery of the
invoice is dependent on the outcome of the contract dispute.
The 'Tax receivables - Value Added Tax' balance of £8,541,000 mainly relates
to VAT paid in the UK on sales invoices in dispute with the DHSC. As these
sales have not been recognised in accordance with IFRS 15, the revenue, trade
receivable and VAT element of the transactions have been reversed, resulting
in a VAT debtor balance.
Trade receivables balances are due within one year. Once an invoice is more
than 90 days overdue, it is deemed more likely to default and as such, these
invoices have been provided for in full as part of an expected credit loss
model, except where Management have reviewed and judged otherwise.
The movement in the expected credit loss provision is shown below:
Year ended Year ended
31 December
31 December
2023
2022
Amounts in £'000
Balance at the beginning of the period 214 89
Impairment losses recognised 260 453
Amounts written off during the year as uncollectible -98 -14
Impairment losses derecognised -120 -157
Amounts recovered during the year -36 -157
Impact of foreign exchange 3 -
Balance at the end of the period 223 214
The split by maturity of the clients' receivables is presented below:
Year ended Year ended
31 December
31 December
2023
2022
Amounts in £'000
2,579 970
Less than one month
Between one and three months 575 143
Between three months and one year 75 121
More than one year 24,280 24,251
Balance at the end of the period 27,509 25,485
11. Lease liabilities
The following tables show lease liabilities carried at amortised cost.
o Maturities
Amounts in £'000 Year ended Year ended
31 December
31 December
2023
2022
Lease liabilities - Less than 1 year 1,209 609
Lease liabilities - Between 1 and 5 years 4,664 263
Lease liabilities - More than 5 years 7,831 -
Total lease liabilities 13,704 872
o Change in lease liabilities in 2023 and 2022
Amounts in £'000 Opening Business Combinations Repayment Non-cash movements Closing
Changes in 2022 1,870 - -503 -495 872
Changes in 2023 872 13,283 -1,110 659 13,704
The increase in the total lease liability is due to the inclusion of Yourgene
Health lease liabilities. The main liabilities relate to two premises in
Manchester, UK, Skelton House and City Labs that have multi-year leases.
12. Provisions
The table below shows the nature of and changes in provisions for risks and
charges for the period from 1 January 2023 to 31 December 2023:
Amounts in £'000 At Business Combinations Increases Reversals Impact of foreign exchange At
1 January
2023 31 December
2023
-
Provision for retirement benefits - 7 - - - 7
Provisions for restoration of premises 95 1,407 51 -15 2 1,540
Provisions long-term 95 1,414 51 -15 2 1,547
Provisions for restoration of premises 330 - - -294 - 36
Provision for litigation 157 - - - - 157
Provisions for product warranty 19,813 - - -18 - 19,795
Provisions short-term 20,300 - - -312 - 19,988
The table below shows the nature of and changes in provisions for risks and
charges for the period from 1 January 2022 to 31 December 2022:
Amounts in £'000 At Increase Reduction Other movements Reclass At
1 January
2022 31 December
2022
-
Provisions for restoration of premises 308 - - 117 -330 95
Provisions long-term 308 - - 117 -330 95
Provisions for restoration of premises - - - - 330 330
Provision for litigation 157 - - - - 157
Provisions for product warranty 19,799 14 - - - 19,813
Provisions short-term 19,956 14 - - 330 20,300
Provisions chiefly cover:
- Risks related to litigations;
- The restoration expenses of the premises as per the lease agreements;
and
- Product assurance warranties.
The provisions for the restoration of the premises are an estimation of
amounts payable to cover dilapidations at the end of the rental periods, thus
at the following dates:
- Primer Design Ltd: November 2025;
- IT-IS International Ltd: September 2025 and December 2028, as there
are two sites that do not have co-terminus leases.
- Yourgene Health: January 2026, August 2026, January 2028, September
2029, September 2030, and February 2037 as there are multiple sites that do
not have co-terminus leases.
The provision for product assurance warranties predominantly relates to the
notification of a product warranty claim with the DHSC (see note 18).
Management have assessed the DHSC product warranty provision held at 31
December 2022 and have deemed that it is still appropriate at 31 December
2023.
13. Trade and other liabilities
Amounts in £'000 Year ended Year ended
31 December
31 December
2023
2022
Trade payables 2,311 278
Accrued invoices 3,585 2,035
Payroll related liabilities 1,114 455
Tax liabilities - Value Added Tax 159 6
Other liabilities 14 13
Total trade and other liabilities 7,183 2,787
Trade payables and accrued invoices have increased since December 2022 due to
the inclusion of Yourgene Health liabilities.
14. ISSUED CAPITAL AND RESERVES
14.1 Share capital
As of 31 December 2023 and 2022, the Company's share capital of
€4,708,416.54 was divided into 70,626,248 shares with a par value of 1/15th
of a Euro each.
The Company's share capital consists of one class of share. All outstanding
shares have been subscribed, called and paid.
Amount of share capital Amount of share capital €'000 Unit value per share Number of shares
£'000 € issued
Balance at 1 January 2022 4,053 4,708 0.07 70,626,248
Balance at 31 December 2022 4,053 4,708 0.07 70,626,248
Balance at 31 December 2023 4,053 4,708 0.07 70,626,248
14.2 Other reserves
Amounts in £'000
Balance at 1 January 2022 -1,174
Translation differences -843
Balance at 31 December 2022 -2,017
Transfer reserve payment in shares from "retained earnings" 3,253
Translation differences 363
Balance at 31 December 2023 1,599
14.3 Retained earnings/losses
Amounts in £'000
Balance at 1 January 2022 87,188
Loss for the year -25,730
Adjustment of the LTIP contribution -13
Balance at 31 December 2022 61,445
Loss for the year -28,292
Transfer reserve payment in shares to "other reserves" -3,253
Other 2
Balance at 31 December 2023 29,902
15. Business Combinations
Acquisition of Yourgene Health Ltd (formerly PLC)
On 8 September 2023, Novacyt UK Holdings Limited, a wholly-owned subsidiary of
Novacyt SA, completed the purchase of the entire share capital of Yourgene
Health Ltd (formerly PLC), an international molecular diagnostic group. The
acquisition was implemented by way of a UK scheme of arrangement between
Yourgene Health and its shareholders under Part 26 of the UK Companies Act
2006.
The acquisition combines highly complementary technologies and services, with
the enlarged Group able to leverage mutual research and development
capabilities for ongoing product development and portfolio enhancement to
improve the customer offering.
The purchase price was £16,670,000, and was settled in full in cash.
As at the date of acquisition, the fair value of the assets acquired and the
liabilities assumed are as follows:
Intangible assets £10,618,000
Property, plant and equipment £2,844,000
Right-of-use assets £10,980,000
Inventory £2,541,000
Trade receivables £2,473,000
Other current assets £4,252,000
Cash £1,289,000
Lease liabilities -£13,283,000
Bank borrowings -£2,367,000
Contingent liabilities -£1,020,000
Deferred tax liabilities -£1,932,000
Trade payables and accruals -£13,353,000
Other current liabilities -£5,914,000
Fair value of assets acquired and liabilities assumed -£2,872,000
Goodwill £19,542,000
The table above shows how the goodwill figure of £19,542,000 is arrived at
after allocating the purchase price across all the assets and liabilities
acquired. The residual goodwill arising from the acquisition reflects the
future growth expected to be driven by new and existing customers, the value
of the workforce, patents and know-how.
IFRS 3 provides for a period of 12 months from acquisition to complete the
identification and measurement of the fair value of assets acquired and
liabilities assumed. This means that the gross amount of goodwill is subject
to adjustment until September 2024.
Goodwill is a residual component calculated as the difference between the
purchase price for the acquisition of control and the fair value of the assets
acquired and liabilities assumed. It includes unrecognised assets such as the
value of the personnel and know-how of the acquiree.
The total amount of goodwill that is expected to be deductible for tax
purposes is nil.
The gross trade receivables balance in the opening balance sheet totalled
£3,971,000 of which Novacyt estimates that £1,580,000 is unlikely to be
collectable.
The amount of contingent consideration recognised at acquisition date totalled
£1,020,000. This balance represents an earn-out milestone payment contingent
upon achieving revenue targets, which had been achieved at the date of the
acquisition.
In addition to the £16,670,000 cash consideration for Yourgene Health, there
were a number of other acquisition related fees that were incurred as a result
of the transaction resulting in the deal generating a cash outflow of
£27,626,000, which breaks down as follows:
- Cash consideration:
-£16,670,000
- Settlement of Life Sciences contingent liability:
-£6,500,000
- Repayment of SVB Bank loan in GBP:
-£2,362,000
- Deal advisory costs incurred by Yourgene Health:
-£1,959,000
- Deal advisory costs incurred by Novacyt:
-£1,424,000
- Cash acquired: (cash Inflow)
£1,289,000
Total cash outflow £27,626,000
Depending on their nature, these disbursements are presented in the cash flow
statement as part of the operating loss for the financial year, movements in
payables, movements in investing activities or movements in financing
activities.
The acquisition costs of £1,424,000 incurred by Novacyt only, are included in
the consolidated income statement in the year ended 31 December 2023 within
'other operating expenses'.
Yourgene Health contributed £5,635,000 to consolidated revenue and
contributed a loss of £4,824,000 in the year ended 31 December 2023 between
its consolidation on 8 September 2023 and 31 December 2023.
If the acquisition of the Yourgene Health shares were deemed to have been
completed on 1 January 2023, the opening date of the Group's 2023 financial
year, consolidated Group revenue would have amounted to £22,816,000 with a
net loss attributable to owners of the Company of £50,283,000.
The table below presents the Group income statement for the 12 months period
ended on 31 December 2023 as if the acquisition of Yourgene Health had been
completed on 1 January 2023:
Amounts in £'000 Year ended
31 December 2023
Pro forma
Revenue 22,816
Cost of sales -14,934
Gross profit 7,882
Sales and marketing and distribution expenses -6,483
Research and development expenses -4,701
General and administrative costs -25,594
Governmental subsidies 125
Operating loss before exceptional items -28,771
Costs related to acquisitions -1,705
Other operating expenses -19,570
Operating loss after exceptional items -50,046
Financial income 3,701
Financial expense -3,989
Loss before tax -50,334
Tax income 51
Loss after tax -50,283
Loss after tax attributable to owners of the Company -50,283
16. Notes to the cash flow statement
Amounts in £'000 Year ended Year ended
31 December
31 December
2023
2022
Loss for the year -28,292 -25,730
Loss from discontinued operations -492 -3,529
Loss from continuing operations -27,800 -22,201
Adjustments for:
Depreciation, amortisation, impairment loss and provisions 9,643 7,918
Unwinding of discount on contingent consideration 31 133
Losses on disposal of assets 1,195 543
Surrendering the Watchmoor Point lease (non-cash impact) - 281
Other revenues and charges without cash impact 270 -
Income tax charge / (credit) -893 1,998
Operating cash flows before movements of working capital -18,046 -14,857
Decrease in inventories (*) 2,554 8,434
Decrease in receivables 3,769 4,625
Decrease in payables -12,680 -15,624
Cash used in operations -24,403 -17,422
Income taxes received 980 4,223
Finance costs -1,568 -530
Net cash (used in) / from operating activities -24,991 -13,729
Operating cash flows from discontinued operations -689 -1,955
Operating cash flows from continuing operations -24,302 -11,774
(*) The variation of the inventories value results from the following
movements:
Amounts in £'000 Year ended Year ended
31 December
31 December
2023
2022
Decrease in the gross value of inventories 3,351 15,743
Variation of the stock provision -797 -7,309
Total variation of the net value of inventories 2,554 8,434
The details for the change in the stock provision are covered in notes 4 and
9.
17. Related parties
Parties related to Novacyt SA are:
- the managers, whose compensation is disclosed below; and
- the Directors of Novacyt SA.
Remuneration of key management personnel
Amounts in £'000 Year ended Year ended
31 December
31 December
2023
2022
Fixed compensation and company cars 1,176 1,605
Variable compensation 57 15
Social security contributions 158 224
Contributions to supplementary pension plans 33 26
Cash based payment benefits - LTIP - 17
Total remuneration 1,424 1,887
Aggregate Directors' remuneration
Amounts in £'000 Year ended Year ended
31 December
31 December
2023
2022
Fixed compensation and company cars 726 988
Variable compensation - -
Social security contributions 115 155
Contributions to supplementary pension plans 4 -
Fees - 38
Total remuneration 845 1,181
Other related party transactions
Yourgene Health invoiced £20,000 (excluding VAT) in the post-acquisition
period for goods and services to MyHealthChecked plc, a company for which Lyn
Rees is a non-executive Director.
18. Contingent liabilities
During 2021, the Group received notification of a contract dispute between its
subsidiary, Primer Design Ltd, and the DHSC. The total amount of revenue in
dispute is £130,642,000 (£156,770,000 including VAT) in respect of
performance obligations satisfied during the financial year to 31 December
2020.
Payment for £23,957,000 of invoices in respect of products delivered during
2020 remains outstanding at the date of publishing the annual accounts and
recovery of the debt is dependent on the outcome of the dispute.
During 2021, a further £49,034,000 (including VAT) of products and services
were delivered and invoiced to the DHSC which have subsequently been included
as part of the ongoing dispute. Management made the judgement that in
accordance with IFRS 15, Revenue from Contracts with Customers, it was not
appropriate at that stage in the dispute to recognise as revenue, any sales
invoices raised to the customer in 2021 that were in dispute. However,
Management remains committed to obtaining payment for these goods and
services.
On 25 April 2022, legal proceedings were issued against Novacyt and Primer
Design Ltd in respect of amounts paid to Primer Design Ltd totalling
£134,635,000 (including VAT) by the DHSC.
On 15 June 2022, Novacyt and Primer Design Ltd filed a defence of the claim
received on 25 April 2022, and Primer Design Ltd made a counterclaim of circa
£81,500,000 including interest and VAT against the DHSC.
On 30 January 2023, Novacyt announced that the UK High Court had directed
Novacyt that the hearing of the case between Primer Design Ltd / Novacyt SA
and the DHSC has been listed to commence on 10 June 2024 and is expected to
last 16 days.
The Group remains committed to defending the case and asserting its
contractual rights, including recovering outstanding sums due from the DHSC.
Management have reviewed the position at 31 December 2023 and deem this to be
an appropriate reflection of the current commercial dispute.
Management and the Board of Directors have reviewed the product warranty
provision totalling £19,753,000 booked in 2020 in relation to the DHSC
dispute and have deemed that it remains appropriate at 31 December 2023.
19. Subsequent events
On 6 February 2024 Novacyt received formal notification from INEX Innovate Pte
Ltd of its decision to terminate discussions regarding the acquisition of
Yourgene Health (Taiwan) Co. Ltd, as originally announced by Yourgene Health
on 13 June 2023.
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