Company Announcements

Half-year Report

Source: RNS
RNS Number : 6666F
Belluscura PLC
26 September 2024
 

 

 

Belluscura plc

("Belluscura" or the "Company" or "Group")

Unaudited Interim Results for the six months to 30 June 2024

 

LONDON, U.K. AND PLANO, TX, U.S. (26 September 2024). Belluscura plc (AIM:BELL), a leading medical device developer focused on lightweight and portable oxygen enrichment technology, announces its Unaudited Interim Results for the six months to 30 June 2024.

 

Financial Headlines

·      Revenue of $1.35 million up 264% (2023 H1: $0.37m; 2023: $0.83m)

·      Product Gross Profit of $0.51m (2023 H1: Loss $0.06m; 2023: Loss $0.07m)

·      Adjusted EBITDA** Loss of $3.5m (2023 H1: $2.9m; 2023: $6.3m)

·      Loss before tax of $6.5m (2023 H1: $6.4m; 2023: $18.5m)

·      Basic loss per share of $0.041 (2023 H1: $0.052; 2023: $0.142)

·      Net Cash as at 30 June 2024 of $0.9m (31 December 2023: $0.9m)

·      Convertible Loan Note and Share issues raised £1.92m post 30 June 2024

·      Completed the acquisition of TMT Acquisition plc

 

Current trading and outlook:

·      Sales continue to grow and with (unaudited) Q3 sales of $1.6m, 20% up on H1 2024 and 40% up on Q2 2024.

·      Strong sales to continue with the broader market acceptance of the X-PLOR® and the upcoming full release of its new patented DISCOV-R™ device.

·      Demand for the new DISCOV-R™ portable oxygen concentrator, introduced to US market via a soft launch in June 2024, has been strong with every DISCOV-R™ unit manufactured in Q3 being sold. Full commercial launch of the DISCOV-R™ remains planned for the middle of Q4.

·      Q4 sales target of $4.0m subject to timely receipt of Pricing Data Analysis and Coding (PDAC) codes to enable Durable Medical Equipment (DME) distributers to claim reimbursement from Medicare for sales of DISCOV-R and for the Company to finalise appropriate debt-based funding and invoice discounting to meet increasing working capital requirement arising from sales growth.

 

Robert Rauker, CEO, Belluscura plc, commented:

 

"We are delighted with the growth in sales and distribution over the past nine months for both the X-PLOR® and DISCOV-R™ portable oxygen concentrators. Whilst it has taken time to bring both products to market, and we are grateful for the patience of our shareholders, we now have two leading lightweight portable oxygen enrichment concentrators that meet the stringent requirements of the FDA, with the full commercial launch of DISCOV-R™ coming later in the year. We look forward to the remainder of 2024 and into 2025 with a real sense of confidence."

 

**Adjusted EBITDA excludes; Foreign exchange translation differences along with unrealised and unrealised foreign exchange movements, depreciation and amortisation of product development, costs relating to fundraising activities, surrendered share options and share option taxes, minimum royalties in excess of sales royalties, share based payments, obsolete 1st generation X-PLOR inventory adjustments and contract manufacturer capacity costs.

 

For further information please contact:

Belluscura plc

Tel: +44 (0)20 3128 8100

Adam Reynolds, Chairman


Robert Rauker, Chief Executive Officer


Simon Neicheril, Chief Financial Officer






SPARK Advisory Partners Limited - Nominated Adviser

Tel: +44 (0)20 3368 3550

Neil Baldwin / Jade Bayat






Dowgate Capital Limited - Broker

Tel: +44 (0)20 3903 7715

Russell Cook / Nicholas Chambers






MHP Group - Financial PR & Investor Relations

Tel: +44 (0)20 3128 8100

Katie Hunt / Matthew Taylor

email: Belluscura@mhpgroup.com

 

 

 

 

 

CHAIRMAN & CHIEF EXECTUTIVE'S STATEMENT

 

We are pleased to present our Interim Results covering a period in which Belluscura has made significant progress.

 

Sales continue to grow with Q3 sales of $1.6m, 20% up on H1 2024 and 40% up on Q2 2024.

 

The Company expects strong sales to continue with the broader market acceptance of the X-PLOR® and the upcoming full release of its new patented DISCOV-R™ device.

 

Demand for the new DISCOV-R™ portable oxygen concentrator, which was introduced to the US market via a soft launch in June 2024, has been strong, with every unit manufactured in Q3 being sold.

 

The DISCOV-R™ weighs a little over 6 pounds (2.75kg), provides fifty percent (50%) more oxygen than the leading oxygen concentrator and produces more oxygen by weight than any portable oxygen concentrator on the market. The full commercial launch of the DISCOV-R™ remains planned for the middle of Q4.

 

Financial Review

Revenue for the period was $1.35 m (2023 H1: $0.37m; FY 2023: $0.83m), an increase of 264% on the same period last year. The Group made a Product Gross Profit in the period $0.51m (2023 H1: Loss $0.05m; FY 2023: Loss: $0.07m).

 

We saw operating cost increases in staffing, up from $1.6m to $1.8m, marketing spend, up from $0.3m to $0.8m in Direct to Consumer advertising and other admin expenses up from $0.9m to $1.1m. This was largely counteracted by a positive FX benefit of $350k (previously loss $2.2m).

 

Non-recurring items include restricting costs of $120k and impairment charge of $1.5m on the TMT acquisition.

 

Operating Loss for the period was $6.0m (2023 H1: $6.2m; FY2023: $17.7m). Total Comprehensive Loss was $6.8m (2023 H1: $4.4m; FY 2023: $16.3m).

 

Adjusted EBITDA Loss of $3.5m (2023 H1: $2.9m; FY 2023: $6.3m), (See note 16). The Board considers that Adjusted EBITDA to be an important key performance indicator, reflecting underlying business performance.

 

The basic and diluted loss per share was $0.041 (2023 H1: $0.052; FY 2023: $0.142).

 

The Group net assets at the end of the period were $18.6m (2023 H1: $25.2m; FY 2023: $17.7m). This comprised total assets of $21.2m (2023 H1: $27.2m; FY 2023: $0.8m) and total liabilities of $2.6m (2023 H1: $2.0m; FY 2023: $3.1m).

 

The total assets included intangible assets (capitalised research and development costs), property, plant and equipment and right-of-use assets of $12.0m (2023 H1: $10.6m; FY 2023: $12.3m).

 

At the end of the period the Group had net cash of $0.9m (2023 H1: $3.8m; FY 2023: $0.9m). Post period end, £1.92m was raised via a CLN/share issue.

 

During the period:

·      Net cash inflow from funds raised in the period was $5.6m (2023 H1: $7.1m; FY 2023: $12.5m).

·      Net cash outflow from operating activities was $4.1m (2023 H1: $4.9m; FY 2023: $9.1m).

·      Net cash used in investing activities was $1.6m (2023 H1: $2.2m; FY 2023: $4.5m).

 

Outlook

We are delighted with the growth in sales and distribution over the past nine months for both the X-PLOR® and DISCOV-R™ portable oxygen concentrators.

 

Furthermore, we are thankful for our shareholders' understanding during the development process for both products, which has taken time. Following this, we now have two premier lightweight portable oxygen enrichment concentrators that satisfy the strict criteria of the FDA and are excited about the forthcoming full commercial launch of DISCOV-R™ in Q4.

Q4 sales are expected to be not less than $4M.  However, delivery of these sales will be dependent upon two key factors:

·      Timely receipt of Pricing Data Analysis and Coding (PDAC) codes that allow Durable Medical Equipment (DME) distributers to claim reimbursement from Medicare for sales of DISCOV-R to patients.

·      Finalising further funding facilities to meet the significant increase in working capital requirements resulting from the anticipated strong Q4 sales demand in order for DISCOV-R. The Company has received several debt proposals and is evaluating and in discussion with prospective lenders to arrive at the optimal funding instruments, which are expected to be a combination of debt and invoice discounting.

 

We look forward to the remainder of 2024 and into 2025 with a real sense of confidence."

 

Adam Reynolds                                                                        Robert Rauker

Chairman                                                                                   Chief Executive Officer

26 September 2024

CONDENSED CONSOLIDATED STATEMENT OF PROFIT & LOSS AND OTHER COMPREHENSIVE INCOME

 

Group



Unaudited 6 months to 30/06/2024

Unaudited 6 months to 30/06/2023

Audited 12 months to 31/12/2023

 


Note


US $

US $

US $

 

Continuing Operations






 

Revenue

5


1,345,757

366,221

825,409

 

Cost of sales



(839,064)

(421,994)

(890,497)

 

Product Gross Profit/(Loss)

 

 

506,693

(55,773)

(65,088)

 




 



 

Inventory Impairments and Adjustments



(33,787)

(109,185)

(4,138,030)

 

Gross Profit (Loss)

 

 

472,906

(164,958)

(4,203,118)

 




 



 

Other operating income

6.1


15,335

9,864

33,942

 

Other direct costs

6.2


(163,188)

(66,503)

(103,991)

 

Administrative expenses

6.3


(6,352,277)

(5,971,272)

(13,418,554)

 

Operating Loss

 

 

(6,027,224)

(6,192,869)

(17,691,721)

 

 



 



 

Finance income

7


396

28

2,127

 

Finance Costs



(478,827)

(226,291)

(828,025)

 

Loss before income tax

 

 

(6,505,655)

(6,419,132)

(18,517,619)

 

 



 



 

Income tax expense

8


-

-

-

 

Loss after tax for the period

 

 

(6,505,655)

(6,419,132)

(18,517,619)

 

 



 



 

Other comprehensive income



 



 

Items that are or may be reclassified subsequently to profit or loss:

 





 

Foreign currency translation differences - foreign operations


(279,816)

2,040,395

2,248,588



Total other comprehensive income

 

 

(279,816)

2,040,395

2,248,588

 

 

 

 

 

 

 

 

Total comprehensive loss for the period attributable to the equity holders

(6,785,471)

(4,378,737)

(16,269,031)

 

 












 

Earnings per share


 

Basic: Loss per share

9

(0.041)

(0.052)

(0.142)

Diluted: Loss per share

9

(0.041)

(0.052)

(0.142)








 

Adjusted EBITDA1

Group



Unaudited 6 months to 30/06/2024

Unaudited 6months to 30/06/2023

Audited 12 months to 31/12/2023

 




US $

US $

US $

 

Total comprehensive loss for the period



(6,785,471)

(4,378,737)

(16,269,031)

 

Add back:



 



 

Administrative expenses Realised & unrealised FX movements in



(361,575)

2,185,856

2,424,237

 

Other comprehensive income FX currency translation differences



282,621

(2,040,395)

(2,248,588)

 

Net foreign exchange movement2

 

 

(78,954)

145,461

175,649

 







 

Finance Income and Costs



6,624

11,770

19,337

 

Accrued interest on Convertible Loan Notes



471,808

214,493

806,561

 

Product development amortisation



798,526

580,142

3,293,232

 

Impairment of acquisition goodwill



1,478,968

-

-

 

Costs relating to fundraising activities



-

13,567

92,536

 

Former CFO compensation



120,179

-

96,393

 

Minimum royalties in excess of sales royalties



354,804

250,211

792,818

 

Contract Manufacturer Capacity Costs



-

-

86,440

 

Inventory Impairment and Adjustments



33,787

109,185

4,138,030

 

Accrued Bonus



-

-

315,000

 

Issue of share based payments



104,029

103,948

163,061

 

Adjusted EBITDA

(3,495,700)

(2,949,960)

(6,289,974)

 

 

 

1     Reconciliation to Adjusted EBITDA measure

Adjusted EBITDA is the Group's key adjusted profit measure. Total comprehensive loss for the period is adjusted to exclude; Foreign exchange translation differences along with unrealised and unrealised foreign exchange movements, depreciation and amortisation of product development, costs relating to fundraising activities, surrendered share options and share option taxes, minimum royalties in excess of sales royalties, share based payments, obsolete 1st generation X-PLOR inventory adjustments and contract manufacturer capacity costs.

 

2     Net foreign exchange movements

£Sterling to US$ stayed broadly the same during the period (1 January 2024 - $1.27:£1.00; 30 June 2024 - $1.27:£1.00). Due to the size of the Intercompany Loan from the PLC to the US subsidiary which is fixed in £Sterling, this creates an accounting presentational impact between Administration Expenses and Other Comprehensive Income, which to a large extent can be netted off against one another.  

·          Realised FX movements in administrative expenses arise from the revaluation of £Sterling cash balances into US$

·          Unrealised FX movements in administrative expenses arise from the revaluation of the Intercompany Loan fixed in £Sterling into US$

·          Foreign currency translation differences in Other Comprehensive Income arise from the revaluation of the PLC balance sheet into US$

 

CONDENSED CONSOLIDATED BALANCE SHEET

 

Group


Unaudited

 30/06/2024

Unaudited

30/06/2023

Audited

 31/12/2023


Note

US $

US $

US $

Assets





Non-current assets





Tangible assets

10

180,787

135,593

186,928

Product development

11

10,850,316

10,263,039

9,987,516

Other long-term receivable


976,324

-

1,952,649

Right of use asset

10

79,762

193,550

136,887

Non-current assets

 

12,087,189

10,592,182

12,263,980



 



Current assets


 



Inventory

12

3,365,107

8,803,762

3,320,652

Trade and other receivables


5,166,562

3,957,967

4,306,492

Cash and cash equivalents


875,670

3,825,391

932,926

Current assets

 

9,407,339

16,587,120

8,560,070

 

 

 

 

 

Total assets

 

21,494,528

27,179,302

20,824,050



 



Current liabilities


 



Trade and other payables


(2,891,747)

(1,866,633)

(3,070,621)

Current liabilities

 

(2,891,747)

(1,866,633)

(3,070,621)



 



Non-current liabilities


 



Trade and other payables


(34,906)

(111,377)

(61,267)

Non-current liabilities

 

(34,906)

(111,377)

(61,267)

 

 

 

 

 

Total liabilities

 

(2,926,653)

(1,978,010)

(3,131,888)

 

 

 

 

 

Net assets

 

18,567,875

25,201,292

17,692,162



 



 


 



Equity attributable to the owners of the parent


 



Share capital

13

2,205,182

1,809,806

1,845,523

Share premium

13

44,250,622

36,859,049

37,494,672

Other equity instruments

13

9,628,626

5,497,236

9,167,689

Capital contribution

14

165,000

165,000

165,000

Retained earnings

14

(35,081,567)

(16,625,857)

(28,614,934)

Share option reserve

14

(20,180)

-

(20,180)

Translation reserve

14

(2,579,808)

(2,503,942)

(2,345,608)

Total equity

 

18,567,875

25,201,292

17,692,162

 


CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 

Six months to 30 June 2023

(Unaudited)                                                                                      


 

 

Attributable to equity holders of the parent company

 

 

 

 

Group

 

 

 Note

 

Ordinary Shares

US $

 

Share Premium

US $

 

Other Equity Instruments

US $

 

Translation Reserve

US $

 

Capital Contribution

US $

 

Retained earnings

US $

 

Total

 

US $

 

 

 

Balance at 1 January 2023

1,662,185

33,379,947

-

(4,544,337)

165,000

(10,310,673)

20,352,122

 

 

 











 

Issue of ordinary shares

13

147,621

3,479,102

-

-

-

-

3,626,723



 

Issue of other equity instruments


-

-

5,497,236

-

-

-

5,497,236



 

 

 

 

 

 

 

 

 

 



 

Loss for the period

14

-

-

-

-

-

(6,419,132)

(6,419,132)



 

Other comprehensive income

14

-

-

-

2,040,395

-

-

2,040,395



 

Total comprehensive income


-

-

-

2,040,395

-

(6,419,132)

(4,378,737)



 












 

Issue of share based payments

14

-

-

-

-

-

103,948

103,948



 

Balance at 30 June 2023

1,809,806

36,859,049

5,497,236

(2,503,942)

165,000

(16,625,857)

25,201,292

 

 

 












 

 

Twelve months to 31 December 2023

(Audited)

 









 

Balance at 1 January 2023

1,662,185

33,379,947

-

(4,544,337)

165,000

(10,310,673)

20,352,122

 

 

 











 

Issue of ordinary shares

13

183,338

4,114,725

-

-

-

-

4,298,063



 

Issue of other equity instruments


-

-

9,167,689

-

-

-

9,167,689



 

 

 

 

 

 

 

 

 

 



 

Loss for the period

14

-

-

-

-

-

(18,517,619)

(18,517,619)



 

Other comprehensive income

14

-

-

-

2,198,729

-

-

2,198,729



 

Total comprehensive income


-

-

-

2,198,729

-

(18,517,619)

(16,318,890)



 












 

Issue of share based payments

14

-

-

-

-

-

193,178

193,178



 

Balance at 31 December 2023

1,845,523

37,494,672

9,167,689

(2,345,608)

165,000

(28,635,114)

17,692,162

 

 

 

 

 

Six months to 30 June 2024

(Unaudited)

 











 

Balance at 1 January 2024

1,845,523

37,494,672

9,167,689

(2,345,608)

165,000

(28,635,114)

17,692,162

 

 

 











 

Issue of ordinary shares

13

359,659

6,755,950

-

-

-

-

7,115,609



 

Convertible Loan Note

13

-

-

460,937

-

-

-

460,937



 

 

 

 

 

 

 

 

 

 



 

Loss for the period

14

-

-

-

-

-

(6,477,499)

(6,477,499)



 

Other comprehensive income

14

-

-

-

(234,200)

-

-

(234,200)



 

Total comprehensive income


-

-

-

(234,200)

-

(6,477,499)

(6,711,699)



 












 

Issue of share based payments

14

-

-

-

-

-

10,866

10,866



 

Balance at 30 June 2024

2,205,182

44,250,622

9,628,626

(2,579,808)

165,000

(35,101,747)

18,567,875

 

 

 














 

 



 


CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

 

Group



Unaudited 6 months to 30/06/2024

Unaudited 6 months to 30/06/2023

Audited 12 months to 31/12/2023


Note


US $

US $

US $



 


 




Cash flows from operating activities







15


(5,470,390)

(4,889,949)

(9,131,571)




(5,470,390)

(4,889,949)

(9,131,571)





 




Cash flows from investing activities



 




Purchases of property, plant and equipment

10


(28,510)

(6,841)

(85,409)


Intangible assets under development

11


(1,661,326)

(2,174,449)

(4,447,282)


Net cash used in investing activities


(

(1,689,836)

(2,181,290)

(4,532,691)





 




Cash flows from financing activities



 




Proceeds from issuance of ordinary shares (net)

13


7,501,102

3,536,649

4,236,474


Proceeds from issuance of other equity instruments (net)

13


(318,002)

5,265,184

8,401,168




(75,763)

(73,482)

(126,347)


Net cash generated from financing activities


7,107,337

8,728,351

12,511,295

 




 



 

Net (decrease)/increase in cash and cash equivalents


(52,889)

1,657,112

(1,152,967)

 

Cash and cash equivalents at beginning of period


932,927

2,044,836

2,044,836

 

Exchange loss on cash and cash equivalents


(4,368)

123,443

41,057

 

Cash and cash equivalents at end of period


875,670

3,825,391

932,926

 

 


NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the period ended 30 June 2024.

 

1.         General Information

Belluscura plc is a public company limited by shares incorporated in England and Wales and domiciled in the UK. Company No. 09910883. On 28 November 2017 the Company changed its name from Belluscura Limited to Belluscura plc.

 

The principal accounting policies applied in the preparation of these condensed interim consolidated financial statements are set out below. These policies have been consistently applied, unless otherwise stated.

 

 

2.         Electronic communications

Copies of this Interim Report for the six months ended 30 June 2024 will not be sent to shareholders unless specifically requested by individual shareholders. The Board believes that by utilising electronic communication it delivers savings to the Company in terms of administration, printing and postage, and environmental benefits through reduced consumption of paper and inks, as well as speeding up the provision of information to shareholders.

 

News updates, Regulatory News and Financial statements can be viewed and downloaded from the Group's website, www.belluscura.com. Copies can also be requested from; Company Secretary, Belluscura plc, 15 Fetter Lane, London EC4A 1BW or by email: tony.dyer@belluscura.com.

 

 

3.         Accounting Policies

These condensed consolidated financial statements are prepared in accordance with United Kingdom adopted International Financial Reporting Standards (IFRS) and issued by the International Accounting Standards Board (IASB). The consolidated financial statements are presented in US Dollars, the Group's functional currency. The preparation of this financial information in conformity with IFRS requires the use of certain critical accounting estimates and consistent with the accounting policies used in the Financial Statements for the year ended 31 December 2023.

 

The condensed consolidated interim financial information for the six months ended 30 June 2024 has been prepared in accordance with International Accounting Standard No. 34, 'Interim Financial Reporting'. They do not include all of the information required for full annual financial statements and should be read in conjunction with the consolidated financial statements of Belluscura plc "the Company" as at and for the year ended 31 December 2023. These condensed interim financial statements for the six months ended 30 June 2024 and 30 June 2023 are unaudited and do not constitute full accounts. The comparative figures for the period ended 31 December 2023 are extracted from the 2023 audited financial statements.

 

The independent auditor's report on page 12 of the 2023 financial statements noted a Material uncertainty related to going concern:

 

"We draw attention to note 2.1.1 of the financial statements which notes the uncertainty in the Group's and Company's level of projected production of DISCOV-R products and financial returns thereon following the expected launch of the new product in Summer 2024 and the potential consequential impact on the Group's ability to secure additional funding. As stated in note 2.1.1, these conditions are necessarily considered to represent a material uncertainty that may cast significant doubt over the Group's and the Company's ability to continue as a going concern.

 

Our opinion is not modified in respect of this matter. In auditing the financial statements, we have concluded that the Directors use of the going concern basis of accounting in the preparation of the financial statements is appropriate."

 

 

4.         Going concern

Commercial Background

US FDA 510(k) clearance of the Group's X-PLOR was received on 2 March 2021 and was launched in the US in September 2021. The Group launched the next generation X-PLOR in October 2022 and released the DISCOV-R for Pre-Market Evaluation in June 2023.

 

In March 2022, the Group signed a manufacturing Master Supply Agreement ("MSA") with InnoMax Medical Technology, Ltd ("InnoMax") to manufacture our devices in China alongside US manufacturing.

 

In April 2022, the Group took the decision to transfer its US manufacturing in-house, to increase production output at high quality standards, and achieve a significant reduction in production costs. This was successfully completed at the end of July 2022. The decision to bring our US manufacturing in-house from our contract manufacturer along with the initial support of the set-up of InnoMax manufacturing in China, resulted in significant investment in Raw Material Inventory and Deposits which at 31 December 2022 stood at $10.8m. The Group has transferred Raw Materials to InnoMax for utilisation in China manufacturing and alongside this, as anticipated, InnoMax is beginning to directly source most of their own components, which will progressively result in a significant margin improvement through lower unit cost of sales and has resulted in a reduction in the Company's inventory levels of components.

 

Cash at 30 June 2024 was $0.9m (30 June 2023: $3.8m; 31 December 2023: $0.9m). 

 

Prospects and Forecasts

The Board is confident the full commercial launch  of the award winning DISCOV-R product in Q4 2024 will be transformational for the Group.  Demand is expected to be very strong because a major competitor has left the market, the two others have larger, more bulky products, and the small size of our product is very appealing to the customer base.  Additionally, most of the development and capital costs for DISCOV-R have already been incurred. 

 

At 30 June 2024 the Group had $0.9m in cash (30 June 2023: $3.8m; 31 December 2023: $0.9m), $3.1m in Finished Goods & Raw Material inventory and £5.2m in Current Debtors and other Receivables.

 

Strong sales of X-PLOR and the expected significant demand for the DISCOV-R, alongside the release of working capital through the sale of goods from its existing inventory, and capital raise in July, indicate that the Group has sufficient cash reserves to operate within the level of its current facilities for a period of 12 months from the date of approval of the financial statements.

 

Given that projected sales and prices may not materialize as anticipated in the Group's forecasts, the Board continues to actively consider further fundraising and other mitigating actions.

 

These conditions are necessarily considered to represent a material uncertainty that may cast significant doubt over the Group's and the Company's ability to continue as a going concern.

 

The Group's forecasts, taking account of reasonably possible downsides in trading performance and development costs/timelines, and the risks to these projections have been considered by the Board in its assessment of these forecasts.

 

Based on the above, the Directors believe it remains appropriate to prepare the financial statements on a going concern basis.

 

 

5.         Segmental reporting

The chief operating decision makers consider that in the period to 30 June 2024 there is only one operating segment, being the sale of oxygen concentrators in the United States.

 

The Group generated gross revenue of $1,345,757 in the period (2023 H1: $366,221; 2023: $825,409). All sales were in the United States.

 

 

6.         Other operating income and administrative expenses

 

6.1       Inventory impairments and adjustments

 

Group

Unaudited

6 months to

30/06/2024

US $

Unaudited

6 months to

30/06/2023

US $

Audited

12 months to

31/12/2023

US $


Obsolete raw material inventory and inventory adjustments

33,787

109,185

845,827


 

Impairment of Batteries

-

-

1,077,626


 

Impairment of Finished Goods Value

-

-

1,888,122


 

Provision for 2024 RMA's ("Return to Manufacturer Authorizations")

-

-

326,455


 

Total

33,787

109,185

4,138,030

 








 

 

6.1       Other operating income

 

Group

Unaudited

6 months to

30/06/2024

US $

Unaudited

6 months to

30/06/2023

US $

Audited

12 months to

31/12/2023

US $


Freight Charged

7,308

9,758

14,795


 

Rent charged

4,300

-

19,147


 

Other Direct Income

3,727

106

-


 

Total

15,335

9,864

33,942

 








 

 

6.2       Other direct costs

 

Group


Unaudited

6 months to

30/06/2024

US $

Unaudited

6 months to

30/06/2023

US $

Audited

12 months to

31/12/2023

US $


Sales Royalties


56,196

27,690

40,884


Freight Costs


106,992

38,813

63,107


Total

 

163,188

66,503

103,991

 

 



 












 


 

 

 

6.3       Expenses by nature                                                                                                                   

Group

Unaudited

6 months to

30/06/2024

US $

Unaudited

6 months to

30/06/2023

US $

Audited

12 months to

31/12/2023

US $


Operating Expenses





Employee Benefit expense

1,803,228

1,624,637

3,433,042


Sales & Marketing

828,919

274,871

655,229


Other administration expenses

1,122,386

857,207

1,903,776


 

3,754,533

2,756,715

5,992,047

 

Depreciation & Amortisation





Depreciation of property plant and equipment

32,933

24,281

49,559


Depreciation of right of use asset

56,745

56,552

113,231


Amortisation of product development

798,526

580,142

3,293,232


Impairment of TMT Goodwill (see Note 19 below)

1,478,968

-

-


 

2,367,172

660,975

3,456,022

 

Staff Related Exceptional Costs





IFRS2 Share-based Payment Charge

104,029

103,948

163,061


Accrued Bonus

-

-

315,000


Former CFO Compensation

120,179

-

96,393


 

224,208

103,948

574,454

 

Foreign Exchange movements in Administration Expenses





Realised and Unrealised foreign exchange movements

(348,440)

2,185,856

2,424,237







Other





Minimum Royalties in excess of Sales Royalties

354,804

250,211

792,818


Costs related to fundraising activities

-

13,567

92,536


Contract Manufacturer Capacity Costs

-

-

86,440


 

354,804

263,778

971,794

 

Administration expenses

6,352,277

5,971,272

13,418,554


 

 

7.         Finance income and costs

 

Group

Unaudited

6 months to

30/06/2024

US $

Unaudited

6 months to

30/06/2023

US $

Audited

12 months to

31/12/2023

US $


Income:

Interest Income

(396)

(28)

(2,127)

 

Costs:

Interest cost on Right of Use Asset

6,033

10,668

19,256

 


Accrued Interest Other Equity Instruments

471,808

214,493

806,561

 


Other Interest Income and Costs

986

1,130

2,208

 

Finance Cost

478,431

226,263

825,898












 

 


 

8.         Income tax expense

Due to the Group still being loss making there is no tax charge in the period or previous periods.

           

 

9          Loss per share

 

Group

Unaudited

6 months to

30/06/2024

US $

Unaudited

6 months to

30/06/2023

US $

Audited

12 months to

31/12/2023

US $


Loss for the period

(6,505,655)

(6,419,132)

(8,152,985)







Weighted Average Shares in Issue

158,709,628

124,216,681

130,395,343


Basic Loss per Share US$

(0.041)

(0.052)

(0.142)







Weighted Average Shares, Warrants and Options in Issue

171,328,554

136,357,669

131,949,445


Diluted Loss per Share US$

(0.041)

(0.052)

(0.142)




 










Potentially dilutive items are disregarded when calculating diluted earnings per share as they are considered antidilutive.

 



 

10.       Property, plant and equipment

Group

 

Cost

Land & buildings

(Right of Use Asset)

US$

 

Furniture and Equipment

US $

 

 

Computer Equipment

US $

 

 

Production Equipment

US $

 

 

Leased Units

US$

 

 

 

Vehicles

US $

 

 

 

Total

US $

At 1 January 2023

645,788

47,821

84,308

65,025

-

33,173

876,115

Additions during the period

-

-

-

6,841

-

-

6,841

FX revaluation

-

-

-

-

-

-

-

At 30 June 2023

645,788

47,821

84,308

71,866

-

33,173

882,956









Additions during the period

-

7,687

6,393

-

65,104

-

79,184

FX revaluation

3,918

184

353

-

-

-

4,455

At 31 December 2023

649,706

55,692

91,054

71,866

65,104

33,173

966,595









Additions during the period

-

6,523

-

-

21,701

-

28,224

FX revaluation

(534)

-

(48)

-

-

-

(582)

At 30 June 2024

649,172

62,215

91,006

71,866

86,805

33,173

994,237

 

 

 

 

 

 

 

 

Accumulated depreciation








At 1 January 2023

(398,864)

(39,385)

(26,571)

(10,272)

-

(1,382)

(476,474)

Depreciation charge for the period

(53,374)

(1,073)

(13,468)

(6,659)

-

(2,765)

(77,339)

At 30 June 2023

(452,238)

(40,458)

(40,039)

(16,931)

-

(4,147)

(553,813)

 

 

 

 

 

 

 

 

Depreciation charge for the period

(60,581)

(2,008)

(14,440)

(7,230)

(1,944)

(2,764)

(88,967)

At 31 December 2023

(512,819)

(42,466)

(54,479)

(24,161)

(1,944)

(6,911)

(642,780)

 

 

 

 

 

 

 

 

Depreciation charge for the period

(56,591)

(2,626)

(14,100)

(7,230)

(7,596)

(2,765)

(90,908)

At 30 June 2024

(569,410)

(45,092)

(68,579)

(31,391)

(9,540)

(9,676)

(733,688)









Net book value








At 30 June 2023

193,550

7,363

44,269

54,935

-

29,026

329,143

At 31 December 2023

136,887

13,226

36,575

47,705

63,160

26,262

323,815

At 30 June 2024

79,762

17,123

22,427

40,475

77,265

23,497

260,549

 

 

11.       Intangible assets

Group

 

Cost

 

 

Product Development

US$

 

Total

US$

 

At 1 January 2023



11,737,503

11,737,503

 

Additions during the period



2,174,449

2,174,449

 

At 30 June 2023

 

 

13,911,952

13,911,952

 






 

Additions during the period



2,272,833

2,272,833

 

At 31 December 2023

 

 

16,184,785

16,184,785

 






 

Additions during the period



1,661,326

1,661,326

 

At 30 June 2024

 

 

17,846,111

17,846,111

 






 

Accumulated amortisation and impairment

 

 

 

 

 

At 1 January 2023



(3,068,771)

(3,068,771)

 

Amortisation during the period



(580,142)

(580,142)

 

At 30 June 2023

 

 

(3,648,913)

(3,648,913)

 






 

Amortisation during the period

 


(2,548,356)

(2,548,356)

 

At 31 December 2023

 

 

(6,197,269)

(6,197,269)

 






 

Amortisation during the period



(798,526)

(798,526)

 

At 30 June 2024

 

 

(6,995,795)

(6,995,795)

 

 

 

 

 

 

 

Net book value

 

 

 

 

 

At 30 June 2023



10,263,039

10,263,039

 

At 31 December 2023



9,987,516

9,987,516

 

At 30 June 2024

 

 

10,850,316

10,850,316

 


 

 








 



 

12.       Inventory

Group

Unaudited

6 months to

30/06/2024

US $

Unaudited

6 months to

30/06/2023

US $

Audited

12 months to

31/12/2023

US $


Finished goods

1,536,672

1,721,612

1,426,357


Raw Materials

1,828,435

7,082,150

1,894,295


Total inventory

3,365,107

8,803,762

3,320,652


 

 

13.       Share capital and premium

 

             Share capital

Group

No of shares of £0.01 each

Total

US $

Issued and fully paid up



At 1 January 2023    

123,017,161

1,662,185

Shares issued for cash

12,652,906

147,621

At 30 June 2023                                                                            

135,670,067

1,809,806

 

 

 

Shares issued for cash

1,862,500

35,717

At 31 December 2023                                                                 

137,532,567

1,845,523

 

Shares issued for cash

21,177,061

359,659

At 30 June 2024                                                                            

158,709,628

2,205,182

 

 

Share premium

Group

 

Ordinary Shares US $

Total

US $

Allotted and fully paid up




At 1 January 2023


33,379,947

33,379,947

Premium on shares issued

Cost of issue of shares


3,819,878

(340,776)

3,819,878

(340,776)

At 30 June 2023                                                                            

 

36,859,049

36,859,049

 

 

 

 

Premium on shares issued

 

753,746

753,746

Cost of issue of shares

 

(118,123)

(118,123)

At 31 December 2023                                                                 

 

37,494,672

37,494,672

 

Premium on shares issued

 

7,252,330

7,252,330


Cost of issue of shares

 

(496,380)

(496,380)


At 30 June 2024                                                                            

 

44,250,622

44,250,622

 

 

 

Other equity instruments

Group

 

 

Total

US $

At 1 January 2023



-

Convertible loan notes issued

 


5,854,754

Costs related to issuance

 


(578,590)

10% coupon accrual

 


221,072

At 30 June 2023                                                                            



5,497,236





Convertible loan notes issued

 


3,334,773

Costs related to issuance

 


(249,809)

10% coupon accrual

 


585,489

At 31 December 2023                                                                  



9,167,689

 

10% coupon accrual

 


460,937

At 30 June 2024                                                                            

 

 

9,628,626

 

 


 

 

14.       Reserves

 

Retained earnings


 

Group

US $

At 1 January 2023



(10,310,673)

Loss for the period



(6,419,132)

Share based payments charge



103,948

At 30 June 2023


 

(16,625,857)

 


 

 

Loss for the period


 

(12,078,307)

Share based payments charge


 

89,230

At 31 December 2023


 

(28,614,934)

 

Loss for the period


 


(6,477,499)

Share based payments charge


 


10,866

At 30 June 2024


 

 

(35,081,567)

 

 

Capital Contribution


 

Group

US $

At 1 January 2023



165,000

Capital contribution received



-

At 30 June 2023


 

165,000

 


 

 

Capital contribution received



-

At 31 December 2023


 

165,000

 


 

 

Capital contribution received



-

At 30 June 2024


 

165,000

 


 

 

The Capital Contribution relates to the acquisition of intangible product licences.

 

 

Share option reserve


 

 

Company

US $

At 1 January 2023




-

Lapsed share options




-

At 30 June 2023


 

 

-

 


 

 


Lapsed share options




(20,180)

At 31 December 2023


 

 

(20,180)

 

Lapsed share options




-

At 30 June 2024


 

 

(20,180)

 

 

 

Translation reserve


 

 

Company

US $

At 1 January 2023




(4,544,337)

Foreign exchange gain/(loss)




2,040,395

At 30 June 2023


 

 

(2,503,942)

 


 

 


Foreign exchange gain/(loss)




158,334

At 31 December 2023


 

 

(2,345,608)

 

Foreign exchange (loss)/gain




(234,200)

At 30 June 2024


 

 

(2,579,808)

 

The translation reserve comprises all foreign exchange differences arising from the translation of the financial statements of foreign operations, primarily relating to the statement of financial position at the reporting dates.

 

 


 

 

15.       Cash generated from operating activities

Group


Unaudited

6 months to

30/06/2024

US $

Unaudited

6 months to

30/06/2023

US $

Loss before income tax


(6,505,655)

(6,419,132)

(18,497,540)

Adjustments for





-       Depreciation


34,389

24,282

51,503

-       ROU Depreciation


56,745

56,552

122,517

-       Amortisation and impairment


798,526

580,142

3,128,499

-       No cash interest expense


475,493

222,941

813,041

-       Movement in foreign exchange


370,513

602,454

(620,714)

-       Issue of share based payments


35,998

103,948

142,981

Movement in trade and other receivables


(471,512)

48,079

(1,502,346)

Inventory movement


(44,460)

(372,731)

5,109,920

Movement in trade and other payables


(220,427)

263,516

2,120,568

Cash generated from operating activities


(5,470,390)

(4,889,949)

(9,131,571)







 

 

16.       Alternative Performance Measures

Adjusted EBITDA



Unaudited 6 months to 30/06/2024

Unaudited 6months to 30/06/2023

Audited 12 months to 31/12/2023

 

 



US $

US $

US $

 

Total comprehensive loss for the period



(6,785,471)

(4,378,737)

(16,269,031)

 

Add back:



 



 

Administrative expenses: Realised & unrealised FX movements



(361,575)

2,185,856

2,424,237

 

Other comprehensive income: FX translation differences



282,621

(2,040,395)

(2,248,588)

 

Net foreign exchange movement2

 

 

(78,954)

145,461

175,649

 







 

Finance Income and Costs



6,624

11,770

19,337

 

Accrued interest on Convertible Loan Notes



471,808

214,493

806,561

 

Product development amortisation



798,526

580,142

3,293,232

 

Impairment of acquisition goodwill



1,478,968

-

-

 

Costs relating to fundraising activities



-

13,567

92,536

 

Former CFO compensation



120,179

-

96,393

 

Minimum royalties in excess of sales royalties



354,804

250,211

792,818

 

Contract Manufacturer Capacity Costs



-

-

86,440

 

Inventory Impairment and Adjustments



33,787

109,185

4,138,030

 

Accrued Bonus



-

-

315,000

 

Issue of share based payments



104,029

103,948

163,061

 

Adjusted EBITDA

(3,495,700)

(2,949,960)

(6,289,974)

 

 

 

1    Reconciliation to Adjusted EBITDA measure

Adjusted EBITDA is the Group's key adjusted profit measure. Total comprehensive loss for the period is adjusted to exclude; Foreign exchange translation differences along with unrealised and unrealised foreign exchange movements, depreciation and amortisation of product development, costs relating to fundraising activities, surrendered share options and share option taxes, minimum royalties in excess of sales royalties, share based payments, obsolete 1st generation X-PLOR inventory adjustments and contract manufacturer capacity costs.

 

2    Net foreign exchange movements

£Sterling to US$ stayed broadly the same during the period (1 January 2024 - $1.27:£1.00; 30 June 2024 - $1.27:£1.00). Due to the size of the Intercompany Loan from the PLC to the US subsidiary which is fixed in £Sterling, this creates an accounting presentational impact between Administration Expenses and Other Comprehensive Income, which to a large extent can be netted off against one another. 

o   Realised FX movements in administrative expenses arise from the revaluation of £Sterling cash balances into US$

o   Unrealised FX movements in administrative expenses arise from the revaluation of the Intercompany Loan fixed in £Sterling into US$

o   Foreign currency translation differences in Other Comprehensive Income arise from the revaluation of the PLC balance sheet into US$

 

 

17.       Related party transactions

As disclosed in the Admission Document, prior to Robert Rauker joining the Company, he undertook independent patent work for Separation Design Group IP Holdings LLC ("SDG"). Pursuant to a Patent Broker Agreement dated 22 October 2015 SDG entered into an agreement with Medicinus IP LLC ("Medicinus"), of which Robert Rauker is the sole shareholder, under which Medicinus has agreed to facilitate the sale and/or licence of intellectual property owned by SDG which includes soliciting potential buyers and licencees of such intellectual property. In consideration for the provision of these services, Medicinus receives a fee of 12.5 per cent. of the licence fees, sales price and/or royalties received by SDG which will include 12.5 per cent. of the royalties the Company will pay to SDG in relation to sales of the X-PLOR and DISCOV-R, pursuant to the agreement entered into between SDG and the Company. The agreement can be terminated by either party by written notice.

 

The non-executive fees paid to Adam Reynolds were paid through his company Reyco Limited.

 

In the period the Company paid $0.31m (2023 H1: $0.58m; FY 2023: $0.44m) to Dowgate Capital Limited in relation to brokerage fees, research and fundraising activities. David Poutney is the Chief Executive Officer of Dowgate Capital Limited

 

In 2023, Robert Rauker was awarded a bonus program worth $625,000 based on milestones on commercial progress with InnoMax. To date $312,000 has been earned, although payment of $157,000 of the earned amount has been deferred until 2025 at the Company's election.

18.       Contingent Liability

SDG Licence

On 24 February 2017, the Company entered into a co-exclusive licence and development agreement with Separation Design Group, LLC and SDG (together the "SDG Parties") ("SDG Licence") which was subsequently amended by an amendment agreement dated 19 March 2023. Pursuant to the SDG Licence: if by 3 September 2025, cumulative sales of the X-PLOR and DISCOV-R have not exceeded $20 million dollars, Belluscura must make a one-time payment of $3 million to the SDG Parties to maintain the exclusive SDG licence. By 30 June 2024 cumulative sales of X-PLOR were $3.2 million.

 

The Directors assess that the Group will meet the minimum obligations and therefore no provision has been made in these Financial Statements.

 

Supplier Claim 1

During 2023 the Company received a claim from a supplier regarding alleged default by the Company under an ongoing contract. The Company has subsequently counter-claimed against the supplier for alleged poor service The supplier has subsequently filed a lawsuit in the United States.

 

The Company has received an independent legal opinion and believes that any claim against the Company is lower than the claim made by the Company.

 

Accordingly, no provision has been made as at 30 June 2024.  The Directors believe that based on their current assessment of the facts the current $nil provision is appropriate. However, the final amount is dependent upon the outcome of the agreements between the two parties and/or the lawsuit.

 

Supplier Claim 2

During 2024 the Company received a claim from a supplier regarding alleged default by the Company under an ongoing contract. The Company has subsequently counter-claimed against the supplier for alleged poor service The supplier has subsequently filed a lawsuit in the United States.

 

The Company has received an independent legal opinion and believes that any claim against the Company is lower than the claim made by the Company.

 

Accordingly, no provision has been made as at 30 June 2024.  The Directors believe that based on their current assessment of the facts the current $nil provision is appropriate. However, the final amount is dependent upon the outcome of the agreements between the two parties and/or the lawsuit.

 

 

19.       Acquisition of TMT Acquisition plc

On 31 October 2023, Belluscura announced a recommended all share offer for TMT Acquisition plc, which operated as a cash shell. The offer became wholly unconditional on 9 February 2024 and the acquisition completed in March 2024.

 

TMT Acquisition plc held assets of approximately $5.8m in cash. Based on the Closing Price per Belluscura Share of 21.0 pence on 9 February 2024 (being the latest practicable date prior to the Offer going unconditional), the value of TMT Acquisition plc was approximately $7.3m. Due to the Company's working capital needs, the directors believed that the premium represented reasonable value. The $1.5m of goodwill this created has been fully impaired in the period.

 

 

20.       Events after the reporting period

The Group announced on 2 July 2024 that it has raised gross proceeds of £1.9 million (before expenses) through (i) the conditional issue of £1.7 million of 7% unsecured convertible loan notes 2029 and (ii) the issue of 1,375,665 new ordinary shares of 1 penny each at the price of 15 pence per share.

 

 

                                                                                                                

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