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 |
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Robert Rauker, Chief Executive Officer |
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Simon Neicheril, Chief Financial Officer |
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SPARK Advisory Partners Limited - Nominated Adviser |
Tel: +44 (0)20 3368 3550 |
Neil Baldwin / Jade Bayat |
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Dowgate Capital Limited - Broker |
Tel: +44 (0)20 3903 7715 |
Russell Cook / Nicholas Chambers |
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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 |
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Unaudited 6 months to 30/06/2024 |
Unaudited 6 months to 30/06/2023 |
Audited 12 months to 31/12/2023 |
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Note |
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US $ |
US $ |
US $ |
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Continuing Operations |
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Revenue |
5 |
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1,345,757 |
366,221 |
825,409 |
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||||
Cost of sales |
|
|
(839,064) |
(421,994) |
(890,497) |
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||||
Product Gross Profit/(Loss) |
|
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506,693 |
(55,773) |
(65,088) |
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|
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Inventory Impairments and Adjustments |
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(33,787) |
(109,185) |
(4,138,030) |
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Gross Profit (Loss) |
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472,906 |
(164,958) |
(4,203,118) |
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Other operating income |
6.1 |
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15,335 |
9,864 |
33,942 |
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Other direct costs |
6.2 |
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(163,188) |
(66,503) |
(103,991) |
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Administrative expenses |
6.3 |
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(6,352,277) |
(5,971,272) |
(13,418,554) |
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Operating Loss |
|
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(6,027,224) |
(6,192,869) |
(17,691,721) |
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Finance income |
7 |
|
396 |
28 |
2,127 |
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Finance Costs |
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(478,827) |
(226,291) |
(828,025) |
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Loss before income tax |
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(6,505,655) |
(6,419,132) |
(18,517,619) |
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Income tax expense |
8 |
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- |
- |
- |
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Loss after tax for the period |
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(6,505,655) |
(6,419,132) |
(18,517,619) |
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Other comprehensive income |
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||||
Items that are or may be reclassified subsequently to profit or loss: |
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Foreign currency translation differences - foreign operations |
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(279,816) |
2,040,395 |
2,248,588 |
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Total other comprehensive income |
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(279,816) |
2,040,395 |
2,248,588 |
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Total comprehensive loss for the period attributable to the equity holders |
(6,785,471) |
(4,378,737) |
(16,269,031) |
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Earnings per share |
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Basic: Loss per share |
9 |
(0.041) |
(0.052) |
(0.142) |
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Diluted: Loss per share |
9 |
(0.041) |
(0.052) |
(0.142) |
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Adjusted EBITDA1
Group |
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Unaudited 6 months to 30/06/2024 |
Unaudited 6months to 30/06/2023 |
Audited 12 months to 31/12/2023 |
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|
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US $ |
US $ |
US $ |
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Total comprehensive loss for the period |
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(6,785,471) |
(4,378,737) |
(16,269,031) |
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Add back: |
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Administrative expenses Realised & unrealised FX movements in |
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(361,575) |
2,185,856 |
2,424,237 |
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Other comprehensive income FX currency translation differences |
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282,621 |
(2,040,395) |
(2,248,588) |
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Net foreign exchange movement2 |
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(78,954) |
145,461 |
175,649 |
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Finance Income and Costs |
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6,624 |
11,770 |
19,337 |
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Accrued interest on Convertible Loan Notes |
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471,808 |
214,493 |
806,561 |
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Product development amortisation |
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798,526 |
580,142 |
3,293,232 |
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Impairment of acquisition goodwill |
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1,478,968 |
- |
- |
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Costs relating to fundraising activities |
|
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- |
13,567 |
92,536 |
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Former CFO compensation |
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120,179 |
- |
96,393 |
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Minimum royalties in excess of sales royalties |
|
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354,804 |
250,211 |
792,818 |
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Contract Manufacturer Capacity Costs |
|
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- |
- |
86,440 |
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Inventory Impairment and Adjustments |
|
|
33,787 |
109,185 |
4,138,030 |
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Accrued Bonus |
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- |
- |
315,000 |
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Issue of share based payments |
|
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104,029 |
103,948 |
163,061 |
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Adjusted EBITDA |
(3,495,700) |
(2,949,960) |
(6,289,974) |
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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 |
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Unaudited 30/06/2024 |
Unaudited 30/06/2023 |
Audited 31/12/2023 |
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Note |
US $ |
US $ |
US $ |
Assets |
|
|
|
|
Non-current assets |
|
|
|
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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 |
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|
|
|
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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 |
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|
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Total assets |
|
21,494,528 |
27,179,302 |
20,824,050 |
|
|
|
|
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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) |
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|
|
|
Total liabilities |
|
(2,926,653) |
(1,978,010) |
(3,131,888) |
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|
|
|
|
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)
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|
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Attributable to equity holders of the parent company |
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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 |
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||
|
|
|
|
|
|
|
|
|
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|
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Issue of ordinary shares |
13 |
147,621 |
3,479,102 |
- |
- |
- |
- |
3,626,723 |
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|
|
|
Issue of other equity instruments |
|
- |
- |
5,497,236 |
- |
- |
- |
5,497,236 |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
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|
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Twelve months to 31 December 2023 (Audited)
|
|
|
|
|
|
|
|
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|
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Balance at 1 January 2023 |
1,662,185 |
33,379,947 |
- |
(4,544,337) |
165,000 |
(10,310,673) |
20,352,122 |
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
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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 |
|
|
|
|
|
|
Cash generated from operations |
15 |
|
(5,470,390) |
(4,889,949) |
(9,131,571) |
|
Net cash used in operating activities |
|
|
(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 |
|
Lease Payments |
|
|
(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 $ |
Audited 12 months to 31/12/2023 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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