1 year

 

Exhibit 99.1

INDEX TO FINANCIAL STATEMENTS

 

 

 

Page

Unaudited Condensed Consolidated Interim Financial Statements of LumiraDx Limited

 

 

 

 

 

Unaudited Consolidated Statement of Profit and Loss and Comprehensive Loss for the periods ended June 30, 2023 and 2022.

F-1

 

 

Unaudited Consolidated Statement of Financial Position as of June 30, 2023 and December 31, 2022.

F-2

 

 

Unaudited Consolidated Statement of Changes in Equity for the periods ended June 30, 2023 and 2022.

F-3

 

 

Unaudited Consolidated Statement of Cash Flows for the periods ended June 30, 2023 and 2022.

F-4

 

 

Unaudited Notes to Condensed Consolidated Financial Statements

F-5

F-1


 

LUMIRADX LIMITED

Unaudited Consolidated Statement of Profit and Loss and Comprehensive Loss

 

 

 

 

SIX MONTHS ENDED
JUNE 30,
2022

 

 

SIX MONTHS ENDED
JUNE 30,
2023

 

 

 

Note

 

(in thousands, except share and per share data)

 

Revenue

 

3

 

$

171,138

 

 

$

43,177

 

Cost of Sales

 

 

 

 

(116,275

)

 

 

(54,836

)

Gross Profit/(Loss)

 

 

 

 

54,863

 

 

 

(11,659

)

Research and development expenses

 

 

 

 

(88,769

)

 

 

(35,315

)

Selling, marketing and administrative expenses

 

 

 

 

(78,001

)

 

 

(48,671

)

Operating Loss

 

 

 

 

(111,907

)

 

 

(95,645

)

Finance income

 

5

 

 

5,139

 

 

 

36,804

 

Finance expense

 

5

 

 

(95,315

)

 

 

(34,185

)

Net finance (expense)/income

 

 

 

 

(90,176

)

 

 

2,619

 

Loss before Tax

 

 

 

 

(202,083

)

 

 

(93,026

)

Tax expense for the period

 

6

 

 

(1,485

)

 

 

(774

)

Loss for the period

 

 

 

$

(203,568

)

 

$

(93,800

)

(Loss)/Gain attributable to non-controlling interest

 

 

 

 

139

 

 

 

149

 

Net loss attributable to equity holders of parent—basic and diluted

 

 

 

$

(203,707

)

 

$

(93,949

)

Net loss per share attributable to equity holders of parent—basic and diluted

 

7

 

$

(0.80

)

 

$

(0.29

)

Weighted-average number of Ordinary and Common Shares used in loss per share—basic and diluted

 

7

 

 

253,945,274

 

 

 

318,843,574

 

Other Comprehensive Loss:

 

 

 

 

 

 

 

 

Items that may be reclassified subsequently to profit or loss

 

 

 

 

 

 

 

 

Foreign currency translation differences - foreign operations

 

 

 

 

34,959

 

 

 

(25,081

)

Total Comprehensive loss for the year

 

 

 

 

(168,609

)

 

 

(118,881

)

Total comprehensive loss attributable to:

 

 

 

 

 

 

 

 

Equity holders of the parent

 

 

 

 

(168,748

)

 

 

(119,030

)

Non-controlling interest

 

 

 

 

139

 

 

 

149

 

Total

 

 

 

$

(168,609

)

 

$

(118,881

)

The accompanying notes are an integral part of these financial statements.

F-1


 

LUMIRADX LIMITED

Unaudited Consolidated Statement of Financial Position

 

 

 

 

AS OF DECEMBER 31, 2022

 

 

AS OF JUNE 30, 2023

 

 

 

Note

 

(in thousands, except share data)

 

ASSETS

 

 

 

 

 

 

 

 

Non–Current Assets

 

 

 

 

 

 

 

 

Intangibles and goodwill

 

8

 

$

32,170

 

 

$

32,331

 

Right-of-use assets

 

 

 

 

16,580

 

 

 

14,035

 

Property, plant and equipment

 

9

 

 

113,406

 

 

 

106,827

 

Investment in sublease

 

 

 

 

11,421

 

 

 

11,526

 

Other non-current assets

 

 

 

 

497

 

 

 

798

 

Total Non-Current Assets

 

 

 

 

174,074

 

 

 

165,517

 

Current Assets

 

 

 

 

 

 

 

 

Inventories

 

10

 

 

89,965

 

 

 

85,971

 

Tax receivable

 

 

 

 

20,987

 

 

 

25,207

 

Trade and other receivables

 

11

 

 

55,977

 

 

 

39,569

 

Cash and cash equivalents

 

 

 

 

100,010

 

 

 

25,343

 

Total Current Assets

 

 

 

 

266,939

 

 

 

176,090

 

TOTAL ASSETS

 

 

 

$

441,013

 

 

$

341,607

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

Non-Current Liabilities

 

 

 

 

 

 

 

 

Debt due after more than one year

 

14

 

$

(366,479

)

 

$

(70,904

)

Government and other grants

 

17

 

 

(15,769

)

 

 

(14,446

)

Instrument Financing Agreement

 

17

 

 

(49,158

)

 

 

(57,763

)

Lease liabilities

 

 

 

 

(22,303

)

 

 

(21,562

)

Stock warrants

 

 

 

 

(339

)

 

 

(172

)

Deferred tax liabilities

 

 

 

 

(542

)

 

 

(260

)

Total Non-Current Liabilities

 

 

 

 

(454,590

)

 

 

(165,107

)

Current Liabilities

 

 

 

 

 

 

 

 

Debt due within one year

 

14

 

 

(76

)

 

 

(301,444

)

Government and other grants

 

17

 

 

(16,296

)

 

 

(14,163

)

Trade and other payables

 

16

 

 

(66,277

)

 

 

(65,993

)

Lease liabilities due within one year

 

 

 

 

(9,149

)

 

 

(8,847

)

Total Current Liabilities

 

 

 

 

(91,798

)

 

 

(390,447

)

Equity

 

 

 

 

 

 

 

 

Share capital and share premium

 

12

 

 

(858,085

)

 

 

(858,429

)

Foreign currency translation reserve

 

 

 

 

(20,026

)

 

 

5,055

 

Other reserves

 

 

 

 

(105,585

)

 

 

(105,585

)

Accumulated deficit

 

 

 

 

1,088,804

 

 

 

1,172,788

 

Total equity attributable to equity holders of the parent

 

 

 

 

105,108

 

 

 

213,829

 

Non-controlling interests

 

 

 

 

267

 

 

 

118

 

Total Equity

 

 

 

 

105,375

 

 

 

213,947

 

TOTAL EQUITY AND LIABILITIES

 

 

 

$

(441,013

)

 

$

(341,607

)

The accompanying notes are an integral part of these financial statements.

F-2


 

LUMIRADX LIMITED

Unaudited Consolidated Statement of Changes in Equity

 

 

SHARE
CAPITAL

 

 

SHARE
PREMIUM

 

 

TRANSLATION
RESERVES

 

 

OTHER
RESERVES

 

 

ACCUMULATED
DEFICIT

 

 

TOTAL

 

 

NON-CONTROLLING
INTEREST

 

 

TOTAL
EQUITY

 

 

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at January 1, 2022

 

$

 

 

$

754,023

 

 

$

(19,706

)

 

$

104,957

 

 

$

(676,223

)

 

$

163,051

 

 

$

(455

)

 

$

162,596

 

Loss for the period

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(203,707

)

 

 

(203,707

)

 

 

139

 

 

 

(203,568

)

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Currency translation differences

 

 

 

 

 

 

 

 

34,959

 

 

 

 

 

 

 

 

 

34,959

 

 

 

 

 

 

34,959

 

Total comprehensive loss for the
   period

 

 

 

 

 

 

 

 

34,959

 

 

 

 

 

 

(203,707

)

 

 

(168,748

)

 

 

139

 

 

 

(168,609

)

Equity compensation plans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

17,417

 

 

 

17,417

 

 

 

 

 

 

17,417

 

Shares issued on exercise of share options

 

 

 

 

 

4,091

 

 

 

 

 

 

 

 

 

 

 

 

4,091

 

 

 

 

 

 

4,091

 

Transaction with owners, recognized
   directly in equity

 

 

 

 

 

4,091

 

 

 

 

 

 

 

 

 

17,417

 

 

 

21,508

 

 

 

 

 

 

21,508

 

Changes in non-controlling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at June 30, 2022

 

$

 

 

$

758,114

 

 

$

15,253

 

 

$

104,957

 

 

$

(862,513

)

 

$

15,811

 

 

$

(316

)

 

$

15,495

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at January 1, 2023

 

$

 

 

$

858,085

 

 

$

20,026

 

 

$

105,585

 

 

$

(1,088,804

)

 

$

(105,108

)

 

$

(267

)

 

$

(105,375

)

Loss for the period

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(93,949

)

 

 

(93,949

)

 

 

149

 

 

 

(93,800

)

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Currency translation differences

 

 

 

 

 

 

 

 

(25,081

)

 

 

 

 

 

 

 

 

(25,081

)

 

 

 

 

 

(25,081

)

Total comprehensive loss for the
   period

 

 

 

 

 

 

 

 

(25,081

)

 

 

 

 

 

(93,949

)

 

 

(119,030

)

 

 

149

 

 

 

(118,881

)

Equity compensation plans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

9,965

 

 

 

9,965

 

 

 

 

 

 

9,965

 

Issue of shares in public offering

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-

 

 

 

 

 

 

-

 

Issue of other equity instruments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-

 

 

 

 

 

 

-

 

Shares issued on employee stock purchase program

 

 

 

 

 

344

 

 

 

 

 

 

 

 

 

 

 

 

344

 

 

 

 

 

 

344

 

Shares issued on exercise of share options

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-

 

 

 

 

 

 

-

 

Transactions with owners, recognized
   directly in equity

 

 

 

 

 

344

 

 

 

 

 

 

 

 

 

9,965

 

 

 

10,309

 

 

 

 

 

 

10,309

 

Changes in non-controlling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-

 

 

 

 

Balance at June 30, 2023

 

$

 

 

$

858,429

 

 

$

(5,055

)

 

$

105,585

 

 

$

(1,172,788

)

 

$

(213,829

)

 

$

(118

)

 

$

(213,947

)

The accompanying notes are an integral part of these financial statements.

F-3


 

LUMIRADX LIMITED

Unaudited Consolidated Statement of Cash Flows

 

 

 

 

 

 

SIX MONTHS ENDED JUNE 30, 2022

 

 

SIX MONTHS ENDED JUNE 30, 2023

 

 

 

Note

 

(in thousands, except share data)

 

Cash Flows from Operating Activities

 

 

 

 

 

 

 

 

Loss for the period

 

 

 

$

(203,568

)

 

$

(93,800

)

Adjustments to reconcile loss for the year to net cash used
   in operating activities:

 

 

 

 

 

 

 

 

Depreciation

 

9

 

 

15,424

 

 

 

14,816

 

Amortization

 

8

 

 

1,023

 

 

 

1,019

 

Impairment of property, plant and equipment

 

 

 

 

-

 

 

 

-

 

Write-down of excess inventories

 

 

 

 

-

 

 

 

-

 

Net finance expenses

 

5

 

 

89,637

 

 

 

4,423

 

Equity based share based payment transactions

 

13

 

 

17,417

 

 

 

9,965

 

Increase in research and development tax credit receivable

 

 

 

 

(2,035

)

 

 

(3,238

)

Changes to working capital:

 

 

 

 

 

 

 

 

Inventories

 

 

 

 

(32,292

)

 

 

5,896

 

Trade and other receivables

 

 

 

 

43,171

 

 

 

15,433

 

Trade payables and other liabilities

 

 

 

 

(13,217

)

 

 

(6,553

)

Net Cash used in Operating Activities

 

 

 

 

(84,440

)

 

 

(52,039

)

Cash Flows from Investing Activities

 

 

 

 

 

 

 

 

Purchases of property, plant, equipment

 

9

 

 

(16,727

)

 

 

(2,555

)

Net Cash used in Investing Activities

 

 

 

 

(16,727

)

 

 

(2,555

)

Cash Flows from Financing Activities

 

 

 

 

 

 

 

 

Proceeds from issuance of convertible notes, net of issuance costs

 

14

 

 

54,009

 

 

 

-

 

Proceeds from instrument financing agreement

 

 

 

 

41,500

 

 

 

-

 

Shares issued on the exercise of share options

 

13

 

 

4,091

 

 

 

-

 

Shares issued on employee stock purchase plan

 

 

 

 

-

 

 

 

344

 

Receipt of principal portion of lease receivable

 

 

 

 

-

 

 

 

764

 

Cash interest paid, net of interest received

 

 

 

 

(12,251

)

 

 

(20,062

)

Repayment of lease liabilities

 

20

 

 

(2,976

)

 

 

(3,872

)

Repayments of debt

 

14

 

 

(119

)

 

 

(74

)

Net Cash generated from (used in) Financing Activities

 

 

 

 

84,254

 

 

 

(22,900

)

Net Decrease in Cash and Cash Equivalents

 

 

 

$

(16,913

)

 

$

(77,494

)

Movement in Cash and Cash Equivalents

 

 

 

 

 

 

 

 

Cash and cash equivalents at the beginning of the year

 

 

 

$

132,145

 

 

$

100,010

 

Exchange loss on cash and cash equivalents

 

 

 

 

(8,782

)

 

 

2,827

 

Net decrease in cash and cash equivalents

 

 

 

 

(16,913

)

 

 

(77,494

)

Cash and Cash Equivalents at the end of the year

 

 

 

$

106,450

 

 

$

25,343

 

 

The accompanying notes are an integral part of these financial statements.

F-4


LUMIRADX LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share and per share data)

 

1. GENERAL INFORMATION

These unaudited condensed consolidated financial statements are the interim financial statements of LumiraDx Limited (“the Company”) and its subsidiaries (“the Group”), for the six-month period ended June 30, 2023 (“the Financial Statements”).

The Company is an exempted company limited by shares incorporated in the Cayman Islands (registered number 314391) with registered offices situated at the offices of Ocorian Trust (Cayman) Limited, PO Box 1350, Windward 3, Regatta Office Park, Grand Cayman KY1-1108.

2. BASIS OF PREPARATION OF FINANCIAL STATEMENTS

The principal accounting policies applied in the preparation of these Financial Statements are set out below. These policies have been consistently applied, unless otherwise stated.

The Financial Statements of LumiraDx Limited have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). These Financial Statements were authorized for issue by the Board on September 29, 2023.

The Financial Statements have been prepared under the historical cost convention and in accordance with IAS 34 "Interim Financial Reporting". However, they do not include all of the notes that would be required in a complete set of financial statements. Thus, this interim financial report should be read in conjunction with the consolidated financial statements for the year ended December 31, 2022, included in the Company’s Annual Report on Form 20-F, which was filed with the U.S. Securities and Exchange Commission on May 1, 2023 (the “Annual Report”).

The preparation of Financial Statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated Financial Statements, are disclosed in Note 3 of the Annual Report.

LumiraDx Limited was incorporated on August 24, 2016. On September 29, 2016, the Company acquired all of the outstanding shares of LumiraDx Holdings Limited in a share for share exchange. LumiraDx Holdings Limited was incorporated on September 1, 2014. The consolidated Financial Statements of LumiraDx Limited have been prepared as if the share exchange had occurred on September 1, 2014 to reflect the continuous operations of the Company.

Going concern

The financial statements have been prepared on a going concern basis which the directors consider at this time to be appropriate for the following reasons.

 

During the six months ended June 30, 2023, the Group incurred a loss for the period of $93,800 and operating cash outflows of $52,039. As of June 30, 2023 the Group had net liabilities of $213,947. The Group has financed its operations principally through issuances of debt and equity securities, and the Group requires ongoing additional funding to continue to develop its commercial operations and research and development projects for future products.

 

The 2021 Senior Secured Loan matures in March 2024 and contains customary covenants including achieving certain revenue levels throughout the term of the loan and maintaining minimum liquidity levels. On September 26, 2023, the Group entered into the twelfth amendment to the 2021 Senior Secured Loan, to provide for, among other things, continued covenant waivers through October 11, 2023.

 

In July 2023, the Company engaged advisors to conduct a strategic review of the business of the Company and its subsidiaries and advise on available options. From July 2023 through October 2023, the Company has had strategic discussions with various parties with no outcome as of the date the Company’s unaudited condensed consolidated financial statements for the six months ended June 30, 2023 are being issued (the “Q2 Financials Issuance Date”).

The Group performed an assessment to determine whether there were conditions or events that, considered in the aggregate, raised substantial doubt about the Group's ability to continue as a going concern within one year after the Q2 Financials Issuance Date. In connection with the assessment, the directors have prepared cash flow forecasts for a period of at least 12

F-5


LUMIRADX LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share and per share data)

months from the Q2 Financials Issuance Date which indicate at this time that the Group does not have sufficient cash flows and will require additional funding to continue as a going concern. In addition, the covenants on the 2021 Senior Secured Loan will not be met once the waiver expires. Therefore, the Group would be required to obtain further waivers of covenant violations or restructure existing debt obligations.

 

If the Group is unable to obtain further waivers of covenant violations or restructure existing debt obligations, the Group would be in default under the 2021 Senior Secured Loan and the Lender could elect to declare all amounts outstanding thereunder, together with accrued interest, to be immediately due and payable.

 

In such an event, the Group has insufficient liquidity to fund payment of the amounts that would be due under the 2021 Senior Secured Loan and, if the Group would be unsuccessful in raising additional capital on acceptable terms, or at all, there can be no assurance that the Group would continue to be financially viable and continue as a going concern.

 

The Group’s inability to raise additional capital on acceptable terms in the near future, whether for purposes of funding payments required under the 2021 Senior Secured Loan or providing additional liquidity needed for its operations, could have a material adverse effect on its business, prospects, results of operations, liquidity and financial condition.

The Group’s unaudited condensed consolidated financial statements for the six months ended June 30, 2023 have been prepared assuming the Company will continue as a going concern, which contemplates continuity of operations, realization of assets and the satisfaction of liabilities in the normal course of business for the twelve-month period following the Q2 Financials Issuance Date. As such, those unaudited condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets and their carrying amounts, or the amount and classification of liabilities that may result should the Group be unable to continue as a going concern.

 

Significant Accounting Policies

The accounting policies applied to these interim Financial Statements are the same as those applied in the Group’s last Consolidated Financial Statements as of and for the year ended December 31, 2022.

Management judgements and estimates

The preparation of the interim Financial Statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of revenues, expenses, assets, liabilities and related disclosures. If in the future such estimates and assumptions, which are based on management’s best judgement at the date of the interim Financial Statements, deviate from the actual circumstances, the original estimates and assumptions will be modified as appropriate in the period in which the circumstances change. The significant judgements made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty are the same as those applied in the Annual Financial Statements.

Adoption of New Accounting Standards

There have been no recent new accounting standards that have had an impact on the interim Financial Statements. New accounting standards not listed below were assessed and determined to be either not applicable or did not have a material impact on the interim Financial Statements or processes.

 

3. REVENUE

Disaggregation of Revenue

Revenue from diagnostic products is recognized at the time the performance obligations are met. Service revenue is recognized over the contractual term. Revenue from other sources represents lease revenue on instruments.

F-6


LUMIRADX LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share and per share data)

 

 

 

SIX MONTHS ENDED JUNE 30,

 

 

 

 

2022

 

 

2023

 

REVENUE STREAM

 

 

REVENUE FROM CONTRACTS WITH CUSTOMERS

 

REVENUE FROM OTHER SOURCES

 

TOTAL

 

 

REVENUE FROM CONTRACTS WITH CUSTOMERS

 

REVENUE FROM OTHER SOURCES

 

TOTAL

 

Total Revenue

 

 

$

170,807

 

$

331

 

$

171,138

 

 

$

42,306

 

$

871

 

$

43,177

 

Contract Balances

Service revenue is typically billed in advance giving rise to a contract liability balance. The deferred balance as of June 30, 2023, and December 31, 2022, is $1,437 and $999, respectively. As the Company generally recognizes revenue as goods are sold for product revenue, the Company does not have other material contract asset or liability balances as of June 30, 2023.

 

 

 

DEFERRED
REVENUE

 

 

 

YEAR ENDED DECEMBER 31, 2022

 

 

SIX MONTHS ENDED JUNE 30, 2023

 

Balance at start of the period

 

$

1,517

 

 

$

999

 

Recognized revenue from prior years' invoicing

 

 

(1,517

)

 

 

(779

)

Amounts invoiced to be recognized over time

 

 

2,069

 

 

 

2,144

 

Recognized revenue from current year invoicing

 

 

(1,089

)

 

 

(980

)

Foreign exchange impact

 

 

19

 

 

 

53

 

Balance at end of the period

 

 

999

 

 

 

1,437

 

Remaining performance obligations in (partially) unsatisfied long-term contracts:

Remaining performance obligations in (partially) unsatisfied long-term contracts are included in deferred revenue. For contracts that have an original duration of one year or less, the Group has elected the practical expedient to not disclose the transaction price for remaining performance obligations at the end of each reporting period and at which point in time the Company expects to recognize these sales.

4. SEGMENTS

Basis for segmentation:

The CEO is the Group’s chief operating decision maker (“CODM”). The regular internal reporting to the CEO, which fulfills the criteria to constitute a segment, is done for the Group as a whole, and therefore the total Group is the company’s only segment.

Revenue from external customers by country, based on the location of the customer is as follows:

 

 

SIX MONTHS ENDED JUNE 30,

 

ANALYSIS OF REVENUE BY COUNTRY:

 

2022

 

 

2023

 

 

 

 

 

 

 

 

United States

 

$

101,178

 

 

$

19,070

 

Italy

 

 

31,800

 

 

 

8,601

 

United Kingdom

 

 

17,552

 

 

 

3,831

 

Germany

 

 

6,533

 

 

 

2,317

 

Colombia

 

 

5,611

 

 

 

5,571

 

Sweden

 

 

3,233

 

 

 

908

 

Brazil

 

 

1,409

 

 

 

804

 

Switzerland

 

 

1,053

 

 

 

117

 

Japan

 

 

1,038

 

 

 

766

 

Spain

 

 

609

 

 

 

228

 

Austria

 

 

467

 

 

 

 

Netherlands

 

 

161

 

 

 

124

 

Denmark

 

 

9

 

 

 

45

 

Other

 

 

485

 

 

 

797

 

Total revenue

 

$

171,138

 

 

$

43,177

 

 

F-7


LUMIRADX LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share and per share data)

Non-current assets by country are as follows:

ANALYSIS OF NON-CURRENT ASSETS BY COUNTRY:

 

 

 

AS OF DECEMBER 31, 2022

 

 

AS OF JUNE 30, 2023

 

United Kingdom

 

 

 

$

137,811

 

 

$

135,346

 

United States

 

 

 

 

19,986

 

 

 

17,869

 

Italy

 

 

 

 

9,324

 

 

 

8,280

 

Colombia

 

 

 

 

3,622

 

 

 

669

 

Spain

 

 

 

 

716

 

 

 

543

 

Sweden

 

 

 

 

605

 

 

 

570

 

Germany

 

 

 

 

413

 

 

 

32

 

Other

 

 

 

 

1,597

 

 

 

2,208

 

Total

 

 

 

$

174,074

 

 

$

165,517

 

5. FINANCE INCOME AND FINANCE EXPENSE

 

 

SIX MONTHS ENDED JUNE 30,

 

 

 

2022

 

 

2023

 

Change in fair value of Stock Warrants

 

$

4,945

 

 

$

167

 

Interest Income

 

 

6

 

 

 

975

 

Foreign exchange gain

 

 

-

 

 

 

35,662

 

Other

 

 

188

 

 

 

-

 

Finance income

 

$

5,139

 

 

$

36,804

 

 

 

 

 

 

 

Interest expense (cash)

 

$

(12,257

)

 

$

(15,037

)

Interest expense (non-cash)

 

 

(3,669

)

 

 

(5,809

)

Lease liability interest expense (Note 19)

 

 

(1,640

)

 

 

(2,355

)

Change in fair value of instrument financing arrangement (Note 17)

 

 

(1,612

)

 

 

(10,966

)

Foreign exchange loss

 

 

(74,721

)

 

 

-

 

Financing fees

 

 

(1,416

)

 

 

(18

)

Finance expense

 

$

(95,315

)

 

$

(34,185

)

6. INCOME TAXES

 

 

SIX MONTHS ENDED JUNE 30,

 

TAX CREDIT FOR THE PERIOD

 

2022

 

 

2023

 

Current income credit / (tax)

 

 

 

 

 

 

- Current year

 

$

(1,485

)

 

$

(774

)

- Prior years

 

 

 

 

 

 

Total current income credit / (tax)

 

 

(1,485

)

 

 

(774

)

Deferred income tax credit

 

 

 

 

 

 

- Current year

 

 

 

 

 

 

- Prior years

 

 

 

 

 

 

Total deferred income credit

 

 

 

 

 

 

Total income tax credit/(expense)

 

$

(1,485

)

 

$

(774

)

Reconciliation of effective tax rate:

 

 

SIX MONTHS ENDED JUNE 30,

 

 

 

2022

 

 

2023

 

Loss for the period before taxation

 

$

202,083

 

 

$

93,026

 

Tax benefit at standard U.K. rate at 19%

 

 

38,396

 

 

 

17,675

 

Difference in overseas tax rates

 

 

402

 

 

 

206

 

Expenses not deductible for tax purposes

 

 

 

 

 

 

Tax losses for which no deferred tax asset was recognized

 

 

(36,974

)

 

 

(13,960

)

Share-based payment (not deductible for tax purposes)

 

 

(3,309

)

 

 

(4,695

)

Income tax credit/(expense)

 

$

(1,485

)

 

$

(774

)

Effective tax rate

 

 

-1

%

 

 

-1

%

In the March 3, 2021 U.K. budget, it was announced that the U.K. tax rate will increase to 25% from April 1, 2023. This will not have a consequential effect on the Group’s recognized deferred taxes, however the Group has substantial unrecognized U.K. net operating losses.

F-8


LUMIRADX LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share and per share data)

 

7. EARNINGS PER SHARE

The calculation of basic and diluted earnings per share has been calculated by dividing the loss for the period attributable to ordinary shareholders of $93,949 (2022: $203,707), by the weighted average number of shares outstanding of 318,843,574 (2022: 253,945,274) during the six months ended June 30, 2023:

 

 

 

SIX MONTHS ENDED JUNE 30,

 

Loss attributable to ordinary and common shareholders:

 

2022

 

 

2023

 

 

 

BASIC

 

 

DILUTED

 

 

BASIC

 

 

DILUTED

 

Loss for the year, attributable to equity holders of the parent

 

$

(203,707

)

 

$

(203,707

)

 

$

(93,949

)

 

$

(93,949

)

Loss attributable to ordinary and common shareholders

 

 

(203,707

)

 

 

(203,707

)

 

 

(93,949

)

 

 

(93,949

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average number of ordinary and common shares:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BASIC

 

 

DILUTED

 

 

BASIC

 

 

DILUTED

 

Issued ordinary shares at January 1

 

 

252,804,218

 

 

 

252,804,218

 

 

 

318,546,266

 

 

 

318,546,266

 

Effect of shares issued

 

 

1,141,056

 

 

 

1,141,056

 

 

 

297,308

 

 

 

297,308

 

Weighted-average number of ordinary and common shares

 

 

253,945,274

 

 

 

253,945,274

 

 

 

318,843,574

 

 

 

318,843,574

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

BASIC

 

 

DILUTED

 

 

BASIC

 

 

DILUTED

 

Loss per share

 

$

(0.80

)

 

$

(0.80

)

 

$

(0.29

)

 

$

(0.29

)

 

On February 1, 2021 the Board of Directors of the Company approved a stock split of the issued and outstanding A Ordinary and common shares of the Company on a 220 for 1 basis. In accordance with IAS 33, the earnings per share calculations have been presented for the stock split retrospectively. In connection with the merger with CA Healthcare Acquisition Corp., in order to achieve an exchange ratio of one LMDX common share for each CAH share, the Company effected a subdivision, immediately prior to the merger, of all issued, and authorized but unissued, LMDX ordinary shares and LMDX common shares at a ratio of 1.60806264:1. The denominator has been calculated to reflect the share splits.

The Company’s potentially dilutive securities, which include stock options, convertible notes and warrants, have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted-average number of A Ordinary and common shares outstanding used to calculate both basic and diluted net loss per share attributable to A Ordinary and common shareholders is the same. The Company excluded the following potential A Ordinary shares and common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to ordinary shareholders and common shareholders for the periods indicated because including them would have had an anti-dilutive effect:

 

 

 

 

 

 

SIX MONTHS ENDED JUNE 30,

 

 

 

 

 

 

2022

 

 

2023

 

Options to purchase A Ordinary and Common shares

 

 

 

 

 

 

93,531,062

 

 

 

96,725,897

 

Convertible Debt (as converted to common shares)

 

 

 

 

 

 

 

 

 

6,126,554

 

Warrants to purchase A Ordinary shares

 

 

 

 

 

 

5,373,170

 

 

 

5,373,118

 

Warrants to purchase common shares

 

 

 

 

 

 

7,828,251

 

 

 

13,578,241

 

 

 

 

 

 

 

106,732,483

 

 

 

121,803,810

 

 

 

 

 

 

F-9


LUMIRADX LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share and per share data)

8. GOODWILL AND INTANGIBLE ASSETS

 

 

GOODWILL

 

 

PATENTS

 

 

CUSTOMER
INTANGIBLES

 

 

SUPPLIER
RELATIONSHIPS

 

 

TECHNOLOGY
AND
SOFTWARE

 

 

TOTAL

 

Cost

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At 1 January 2021

 

$

15,991

 

 

$

18,671

 

 

$

9,139

 

 

$

2,856

 

 

$

11,333

 

 

$

57,990

 

Additions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exchange differences

 

 

(385

)

 

 

(178

)

 

 

(278

)

 

 

 

 

 

(48

)

 

 

(889

)

At 31 December 2021

 

 

15,606

 

 

 

18,493

 

 

 

8,861

 

 

 

2,856

 

 

 

11,285

 

 

 

57,101

 

Amortization

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At 1 January 2021

 

 

 

 

 

3,595

 

 

 

5,047

 

 

 

1,329

 

 

 

7,296

 

 

 

17,267

 

Charge for the period

 

 

 

 

 

890

 

 

 

1,317

 

 

 

286

 

 

 

334

 

 

 

2,827

 

Exchange differences

 

 

 

 

 

(16

)

 

 

(21

)

 

 

 

 

 

(4

)

 

 

(41

)

At 31 December 2021

 

 

 

 

 

4,469

 

 

 

6,343

 

 

 

1,615

 

 

 

7,626

 

 

 

20,053

 

Net Book Value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At 31 December 2021

 

$

15,606

 

 

$

14,024

 

 

$

2,518

 

 

$

1,241

 

 

$

3,659

 

 

$

37,048

 

Cost

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At January 1, 2022

 

$

15,606

 

 

$

18,493

 

 

$

8,861

 

 

$

2,856

 

 

$

11,285

 

 

$

57,101

 

Additions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exchange differences

 

 

(947

)

 

 

(1,448

)

 

 

(139

)

 

 

 

 

 

(378

)

 

 

(2,912

)

At December 31, 2022

 

 

14,659

 

 

 

17,045

 

 

 

8,722

 

 

 

2,856

 

 

 

10,907

 

 

 

54,189

 

Amortization

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At January 1, 2022

 

 

 

 

 

4,469

 

 

 

6,343

 

 

 

1,615

 

 

 

7,626

 

 

 

20,053

 

Charge for the period

 

 

 

 

 

803

 

 

 

593

 

 

 

286

 

 

 

303

 

 

 

1,985

 

Exchange differences

 

 

 

 

 

(19

)

 

 

7

 

 

 

 

 

 

(7

)

 

 

(19

)

At December 31, 2022

 

 

 

 

 

5,253

 

 

 

6,943

 

 

 

1,901

 

 

 

7,922

 

 

 

22,019

 

Net Book Value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At December 31, 2022

 

$

14,659

 

 

$

11,792

 

 

$

1,779

 

 

$

955

 

 

$

2,985

 

 

$

32,170

 

Cost

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At January 1, 2023

 

$

14,659

 

 

$

17,045

 

 

$

8,722

 

 

$

2,856

 

 

$

10,907

 

 

$

54,189

 

Additions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exchange differences

 

 

303

 

 

 

639

 

 

 

68

 

 

 

 

 

 

201

 

 

 

1,211

 

At June 30, 2023

 

 

14,962

 

 

 

17,684

 

 

 

8,790

 

 

 

2,856

 

 

 

11,108

 

 

 

55,400

 

Amortization

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At January 1, 2023

 

 

 

 

 

5,253

 

 

 

6,943

 

 

 

1,901

 

 

 

7,922

 

 

 

22,019

 

Charge for the period

 

 

 

 

 

408

 

 

 

308

 

 

 

148

 

 

 

155

 

 

 

1,019

 

Exchange differences

 

 

 

 

 

16

 

 

 

6

 

 

 

 

 

 

9

 

 

 

31

 

At June 30, 2023

 

 

 

 

 

5,677

 

 

 

7,257

 

 

 

2,049

 

 

 

8,086

 

 

 

23,069

 

Net Book Value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At June 30, 2023

 

$

14,962

 

 

$

12,007

 

 

$

1,533

 

 

$

807

 

 

$

3,022

 

 

$

32,331

 

 

F-10


LUMIRADX LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share and per share data)

 

For the six months ended June 30, 2023, and 2022, amortization of $939 and $942, respectively, has been charged to Selling, marketing, and administrative expenses. For the six months ended June 30, 2023, and 2022, amortization of $80 and $81, respectively, has been charged to Research and development expenses.

9. PROPERTY, PLANT AND EQUIPMENT

 

 

LAND AND
BUILDINGS

 

 

FIXTURES
AND
FITTINGS

 

 

PLANT AND
EQUIPMENT

 

 

ASSETS UNDER
CONSTRUCTION

 

 

TOTAL

 

Cost

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At January 1, 2021

 

$

7,106

 

 

$

4,146

 

 

$

44,802

 

 

$

45,865

 

 

$

101,919

 

Additions

 

 

28,047

 

 

 

4,144

 

 

 

72,186

 

 

 

1,969

 

 

 

106,346

 

Transfers

 

 

 

 

 

2,137

 

 

 

(2,137

)

 

 

 

 

 

 

Disposals

 

 

(67

)

 

 

(452

)

 

 

(91

)

 

 

 

 

 

(610

)

Exchange differences

 

 

(562

)

 

 

(322

)

 

 

(2,084

)

 

 

(574

)

 

 

(3,542

)

At December 31, 2021

 

 

34,524

 

 

 

9,653

 

 

 

112,676

 

 

 

47,260

 

 

 

204,113

 

Accumulated Depreciation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At January 1, 2021

 

 

2,059

 

 

 

2,636

 

 

 

10,142

 

 

 

 

 

 

14,837

 

Charge for the period

 

 

2,773

 

 

 

2,204

 

 

 

12,298

 

 

 

 

 

 

17,275

 

Transfers

 

 

 

 

 

1,686

 

 

 

(1,686

)

 

 

 

 

 

 

Disposals

 

 

(21

)

 

 

(366

)

 

 

(91

)

 

 

 

 

 

(478

)

Exchange differences

 

 

(106

)

 

 

(223

)

 

 

(589

)

 

 

 

 

 

(918

)

At December 31, 2021

 

 

4,705

 

 

 

5,937

 

 

 

20,074

 

 

 

 

 

 

30,716

 

Carrying Amount

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At December 31, 2021

 

$

29,819

 

 

$

3,716

 

 

$

92,602

 

 

$

47,260

 

 

$

173,397

 

Cost

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At January 1, 2022

 

$

34,524

 

 

$

9,653

 

 

$

112,676

 

 

$

47,260

 

 

$

204,113

 

Additions

 

 

5,137

 

 

 

2,227

 

 

 

12,960

 

 

 

11,496

 

 

 

31,820

 

Transfers

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Disposals

 

 

(147

)

 

 

(702

)

 

 

(997

)

 

 

 

 

 

(1,846

)

Exchange differences

 

 

(3,417

)

 

 

(762

)

 

 

(10,480

)

 

 

(5,075

)

 

 

(19,734

)

At December 31, 2022

 

 

36,097

 

 

 

10,416

 

 

 

114,159

 

 

 

53,681

 

 

 

214,353

 

Accumulated Depreciation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At January 1, 2022

 

 

4,705

 

 

 

5,937

 

 

 

20,074

 

 

 

 

 

 

30,716

 

Charge for the period

 

 

4,359

 

 

 

1,812

 

 

 

18,995

 

 

 

 

 

 

25,166

 

Transfers

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Disposals

 

 

(13

)

 

 

(360

)

 

 

(917

)

 

 

 

 

 

(1,290

)

Impairments

 

 

 

 

 

 

 

 

26,780

 

 

 

22,657

 

 

 

49,437

 

Exchange differences

 

 

(506

)

 

 

(504

)

 

 

(2,072

)

 

 

 

 

 

(3,082

)

At December 31, 2022

 

 

8,545

 

 

 

6,885

 

 

 

62,860

 

 

 

22,657

 

 

 

100,947

 

Carrying Amount

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At December 31, 2022

 

$

27,552

 

 

$

3,531

 

 

$

51,299

 

 

$

31,024

 

 

$

113,406

 

Cost

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At January 1, 2023

 

$

36,097

 

 

$

10,416

 

 

$

114,159

 

 

$

53,681

 

 

$

214,353

 

Additions

 

 

425

 

 

 

372

 

 

 

1,906

 

 

 

366

 

 

 

3,069

 

Transfers

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Disposals

 

 

(3

)

 

 

(130

)

 

 

(1,600

)

 

 

 

 

 

(1,733

)

Exchange differences

 

 

1,488

 

 

 

387

 

 

 

4,257

 

 

 

2,318

 

 

 

8,450

 

At June 30, 2023

 

 

38,007

 

 

 

11,045

 

 

 

118,722

 

 

 

56,365

 

 

 

224,139

 

Accumulated Depreciation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At January 1, 2023

 

 

8,545

 

 

 

6,885

 

 

 

62,860

 

 

 

22,657

 

 

 

100,947

 

Charge for the period

 

 

2,519

 

 

 

980

 

 

 

8,620

 

 

 

 

 

 

12,119

 

Transfers

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Disposals

 

 

(1

)

 

 

 

 

 

 

 

 

 

 

 

(1

)

Exchange differences

 

 

356

 

 

 

321

 

 

 

3,570

 

 

 

 

 

 

4,247

 

At June 30, 2023

 

 

11,419

 

 

 

8,186

 

 

 

75,050

 

 

 

22,657

 

 

 

117,312

 

Carrying Amount

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At June 30, 2023

 

$

26,588

 

 

$

2,859

 

 

$

43,672

 

 

$

33,708

 

 

$

106,827

 

For the six months ended June 30, 2023, and 2022, depreciation expense of $5,982 and $4,811, respectively has been charged to Research and development expenses and $5,982 and $7,821, has been charged to Selling, marketing and administrative expenses.

F-11


LUMIRADX LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share and per share data)

Assets under construction are comprised of manufacturing equipment to be placed in service in in the following year. Commitments related to property, plant and equipment are referenced in Note 19.

10. INVENTORY

 

 

 

AS OF DECEMBER 31, 2022

 

 

AS OF JUNE 30, 2023

 

Finished goods

 

$

68,420

 

 

$

27,474

 

Raw materials

 

 

19,584

 

 

 

55,644

 

WIP

 

 

1,961

 

 

 

2,853

 

Total Inventory

 

$

89,965

 

 

$

85,971

 

 

11. TRADE AND OTHER RECEIVABLES

 

 

AS OF DECEMBER 31, 2022

 

 

AS OF JUNE 30, 2023

 

Trade receivables

 

$

30,406

 

 

$

16,411

 

Reserves on trade receivables

 

 

(3,730

)

 

 

(3,638

)

Prepaids

 

 

11,781

 

 

 

12,468

 

Other receivables

 

 

10,732

 

 

 

8,687

 

VAT receivable

 

 

6,788

 

 

 

5,641

 

Total trade and other receivables

 

$

55,977

 

 

$

39,569

 

 

12. SHARE CAPITAL, PREMIUM AND OTHER RESERVES

Share capital and share premium

LumiraDx Limited was incorporated on August 24, 2016 with an authorized share capital of 5,000,000 A Ordinary Shares of par value $0.001 each and 5,000,000 Common Shares of par value $0.001 each. On September 29, 2016, the Company acquired 100% of the issued share capital of LumiraDx Holdings Limited following the agreement of an Exchange Offer, which was effective from September 28, 2016. LumiraDx Limited acquired all shares in LumiraDx Holdings Limited, and in exchange LumiraDx Limited issued to the shareholders of LumiraDx Holdings Limited a corresponding number of shares on a share-for-share basis.

SHARES AUTHORIZED, FULLY PAID AND ALLOCATED

 

A ORDINARY
SHARES

 

 

A ORDINARY
SHARES

 

 

COMMON SHARES

 

 

COMMON SHARES

 

 

 

FOR THE YEAR ENDED DECEMBER 31, 2022

 

 

FOR THE SIX MONTHS ENDED JUNE 30, 2023

 

 

FOR THE YEAR ENDED DECEMBER 31, 2022

 

 

FOR THE SIX MONTHS ENDED JUNE 30, 2023

 

In issue at start of period

 

 

207,562,080

 

 

 

164,321,766

 

 

 

45,241,766

 

 

 

154,224,500

 

February Subdivision (220:1)

 

 

 

 

 

 

 

 

 

 

 

 

Issued for cash

 

 

3,451,917

 

 

 

 

 

 

62,290,503

 

 

 

582,462

 

Issued in other transactions

 

 

 

 

 

 

 

 

 

 

 

 

Merger Subdivision at the LMDX Conversion Factor (1.60806264:1)

 

 

 

 

 

 

 

 

 

 

 

 

Conversion

 

 

(46,692,231

)

 

 

(3,298,099

)

 

 

46,692,231

 

 

 

3,298,099

 

Shares issued upon conversion of financial instruments

 

 

 

 

 

 

 

 

 

 

 

 

In issue at December - fully paid and allocated

 

 

164,321,766

 

 

 

161,023,667

 

 

 

154,224,500

 

 

 

158,105,061

 

On February 1, 2021 the Board of Directors of the Company approved a stock split of the issued and outstanding A Ordinary and common shares of the Company on a 220 for 1 basis. In accordance with IAS 33, the earnings per share calculations have been presented for the stock split retrospectively. In connection with the merger, in order to achieve an exchange ratio of one LMDX common share for each CAH share, the Company effected a subdivision, immediately prior to the merger, of all issued, and authorized but unissued, LMDX ordinary shares and LMDX common shares at a ratio of 1.60806264:1.

F-12


LUMIRADX LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share and per share data)

During September 2021, the Company completed its merger and all outstanding convertible instruments at the time of the merger converted into A ordinary and Common shares.

13. SHARE BASED PAYMENTS

Share options are granted to directors, employees and certain service providers. The share options have a vesting period of 1-4 years with shares being exercisable pro rata per year from the date of issue. All share options granted have a contractual life of 10 years from the date of grant. Share options are settled in equity.

For the employee based share options, if the owner of the share option ceases to be employed by the Company, in most cases the option lapses within a short period of departure of such employee. 11,600,056 share options have been forfeited to date. Management has not anticipated any stock options to be forfeited due to termination of employment prior to the assumed exercise date.

Movements on number of share options and their related exercise price are as follows:

 

 

NUMBER OF
OPTIONS

 

 

WEIGHTED
AVERAGE
EXERCISE
PRICE

 

Outstanding at January 1, 2021

 

 

57,212,650

 

 

$

2.09

 

Granted

 

 

26,557,293

 

 

 

16.45

 

Exercised

 

 

(104,200

)

 

 

(1.00

)

Forfeited

 

 

(92,112

)

 

 

(9.72

)

Outstanding at December 31, 2021

 

 

83,573,631

 

 

 

6.72

 

Granted

 

 

22,755,235

 

 

 

5.01

 

Exercised

 

 

(3,494,254

)

 

 

(2.43

)

Forfeited/Expired

 

 

(3,632,769

)

 

 

(5.35

)

Outstanding at December 31, 2022

 

 

99,201,843

 

 

 

6.45

 

Granted

 

 

562,977

 

 

 

0.63

 

Exercised

 

 

-

 

 

 

-

 

Forfeited/Expired

 

 

(3,038,923

)

 

 

5.88

 

Outstanding at June 30, 2023

 

 

96,725,897

 

 

 

6.45

 

Exercisable at December 31, 2022

 

 

71,900,277

 

 

 

6.54

 

Exercisable at June 30, 2023

 

 

76,754,148

 

 

$

6.88

 

On February 1, 2021 the Board of Directors of the Company approved a stock split of the issued and outstanding A Ordinary and common shares of the Company on a 220 for 1 basis. In accordance with IAS 33, the earnings per share calculations have been presented for the stock split retrospectively. In connection with the merger, in order to achieve an exchange ratio of one LMDX common share for each CAH share, the Company effected a subdivision, immediately prior to the merger, of all issued, and authorized but unissued, LMDX ordinary shares and LMDX common shares at a ratio of 1.60806264:1.

On January 15, 2021, the Company granted “founder options” over ordinary shares to each of the three Founder Directors. Each Founder Director was granted a fully vested option over 5,235,851 ordinary shares. On April 15, 2021, the Company granted each Founder Director a further option over 2,819,577 ordinary shares. These options will vest over a two year period subject to the satisfaction of performance conditions. In each instance, the exercise price of these options is equal an exercise price per ordinary share of $17.05.

For the six months ended June 30, 2023, nil options were exercised at a weighted average exercise price of $nil. The options outstanding at June 30, 2023 have an exercise price in the range of $0.20 to $17.05 and a weighted average contractual life of 5.92 years.

Share based compensation expense of $839 and $1,024 has been charged to Cost of Goods Sold, $535 and $4,804 to Research and development expenses and $8,591 and $12,614 to Selling, marketing and administrative expenses for the six months ended June 30, 2023 and 2022, respectively.
 


 

F-13


LUMIRADX LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share and per share data)

 

14. DEBT

This note provides information about the contractual terms of the Group’s interest-bearing loans and borrowings, which are measured at amortized cost.

 

 

CURRENCY

 

NOMINAL
INTEREST
RATE

 

YEAR OF
MATURITY

 

2022
FACE
VALUE

 

 

2022
CARRYING
AMOUNT

 

 

2022
FAIR
VALUE

 

 

2023
FACE
VALUE

 

 

2023
CARRYING
AMOUNT

 

 

2023
FAIR
VALUE

 

Unsecured Loan

 

USD

 

2.00%

 

2024

 

$

18,000

 

 

$

15,508

 

 

$

14,629

 

 

$

18,000

 

 

$

16,183

 

 

$

15,383

 

2021 Senior Secured Loans

 

USD

 

8.00%

 

2024

 

 

300,000

 

 

 

296,553

 

 

 

275,925

 

 

 

300,000

 

 

 

301,442

 

 

 

290,700

 

2022 Convertible Notes

 

USD

 

6.00%

 

2027

 

 

56,500

 

 

 

54,418

 

 

 

49,476

 

 

 

56,500

 

 

 

54,720

 

 

 

49,773

 

Instrument Financing Loans

 

EUR

 

1.70-2.60%

 

2022-2023

 

 

76

 

 

 

76

 

 

 

76

 

 

 

36

 

 

 

36

 

 

 

36

 

 

Balance at January 1, 2022

 

$

301,129

 

Changes from financing cash flows

 

 

 

Proceeds from borrowings, net of issuance costs

 

 

 

2022 Convertible Notes

 

$

54,010

 

Repayments of borrowings

 

 

 

Instrument Financing Loans

 

 

(174

)

Total changes from financing cash flows

 

 

53,836

 

Amortization of debt discount

 

 

 

Unsecured Loan

 

 

1,266

 

2021 Senior Secured Loan

 

 

8,454

 

2022 Convertible Notes

 

 

408

 

Amortization of debt discount arising from debt modifications

 

 

 

2021 Senior Secured Loan

 

 

1,284

 

Foreign exchange impact

 

 

 

Instrument Financing Loans

 

 

(13

)

Total other changes

 

 

11,399

 

Balance at December 31, 2022

 

 

366,555

 

Changes from financing cash flows

 

 

 

Repayments of borrowings

 

 

 

Instrument Financing Loans

 

$

(40

)

Total changes from financing cash flows

 

 

(40

)

Amortization of debt discount

 

 

 

Unsecured Loan

 

 

675

 

2021 Senior Secured Loan

 

 

4,889

 

2022 Convertible Notes

 

 

244

 

Foreign exchange impact

 

 

 

Instrument Financing Loans

 

 

25

 

Total other changes

 

 

5,833

 

Balance at June 30, 2023

 

 

372,348

 

Less: Debt due within one year

 

 

(301,444

)

 

$

70,904

 

 

15. LEASE LIABILITY

 

AS OF DECEMBER 31, 2022

 

 

AS OF JUNE 30, 2023

 

Due in less than one year

$

8,474

 

 

$

8,847

 

Due between one and five years

 

23,543

 

 

 

21,562

 

Due in more than five years

 

13,251

 

 

 

-

 

Total

$

45,268

 

 

$

30,409

 

 

F-14


LUMIRADX LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share and per share data)

16. TRADE AND OTHER PAYABLES

 

 

AS OF DECEMBER 31, 2022

 

 

AS OF JUNE 30, 2023

 

Trade payables

 

$

28,897

 

 

 

27,725

 

Accrued expenses and other liabilities

 

 

23,745

 

 

 

30,671

 

Accrued interest

 

 

7,373

 

 

 

2,317

 

Restructuring provision

 

 

1,156

 

 

 

-

 

Warranty provision

 

 

4,107

 

 

 

3,843

 

Deferred revenue

 

 

999

 

 

 

1,437

 

Total trade and other payables

 

$

66,277

 

 

 

65,993

 

17. OTHER LIABILITIES

Government and Other Grants

The Group has received grants from government and private entities. These include grants in respect of research and development activities, expansion of manufacturing capabilities and deployment of the Group’s products in certain geographical markets.

The Group has recorded $1,159 and $3,863 as a reduction in research and development expenses for the six months ended June 30, 2023 and 2022 respectively, to reflect the usage of grant funds and research and development tax expenditures. The Group had liabilities of $28,609 and $32,065 as of June 30, 2023, and December 31, 2022, respectively, for these unspent grant funds.

As of June 30, 2023, the Group had $18,855 (December 31, 2022: $20,988) related to a grant for manufacturing equipment. The Group will recognize the grant over the useful life of the equipment. In the six months ended June 30, 2022, the Group reduced manufacturing expenses by $2,133 (2022: $1,999).

Instrument Financing Agreement

On April 27, 2022 the Group consummated the first closing of a private placement offering pursuant to which it received an initial investment of $26.1 million in cash and entered into an Instrument Financing Agreement (the "Instrument Financing Agreement") with USB Focus Fund LumiraDx 2A, LLC, USB Focus Fund Lumira Dx 2B, LLC and certain other related investors (collectively, the "Investors"), and Pear Tree Partners, L.P. The terms of the Instrument Financing Agreement provide that the Investors may invest up to an aggregate maximum amount of $50 million in the Company, or such higher amount as agreed to by the Group and the Investors (the "Invested Amount"), in one or more closings, in order to fund the purchase of additional LumiraDx instruments, allowing the Group to further expand instrument placements. In consideration of such investment, the Group has agreed to pay to the Investors on a semi-annual basis and over a three-year period (subject to extension in certain events), an instrument financing payment that is equal to 20% of the total gross amount invoiced by the Group in respect of sales of test strips for use in such funded LumiraDx instruments which are allocated to the Invested Amount by the Group in accordance with the terms of the Instrument Financing Agreement (the "Instrument Financing Payments").

If by the end of the applicable three-year term, the Investors have not received, in aggregate, Instrument Financing Payments equal to or in excess of two times the Invested Amount, the Group shall, at its sole discretion, either: (i) issue to the Investors an aggregate amount of the Group's common shares, $0.0000028 par value per common share, equal in value to the difference between the Target Return and the total Instrument Financing Payments received by the Investors, at a price per Common Share equal to the volume-weight average price of the Common Shares for the 20 Nasdaq trading day period immediately following the applicable Expiry Date, but subject to a minimum price per Common Share of $7.25; or (ii) pay to the Investors the applicable Instrument Financing Shortfall in cash.

In June 2022 the Group closed an additional $
15.4 million with the Investors. The Investors have agreed to extend the Instrument Financing Payment that was due on May 15, 2023 until the earlier of (i) the completion by the Company of a $75

F-15


LUMIRADX LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share and per share data)

million equity financing or (ii) September 30, 2023.

The ability to pay the i
nstrument financing in shares constitutes an embedded derivative as it is a component of the host instrument that would allow for the cash flows of the combined instrument to be changed according to the value of a financial variable. In accordance with IFRS 9, the Company has elected to record the entire instrument at a fair value through profit or loss. The change in fair value of $11.0 million has been charged to finance expenses for the six months ended June 30, 2023 (2022: $1.6 million).

18. COMMITMENTS

Capital Commitments

Capital expenditure contracted for at the end of the reporting period but not yet incurred is as follows:

 

 

AS OF DECEMBER 31, 2022

 

 

AS OF JUNE 30, 2023

 

Capital

 

$

1,311

 

 

$

1,369

 

Inventory

 

 

7,022

 

 

 

189

 

Total

 

$

8,333

 

 

$

1,558

 

The capital commitments relate to contracts to purchase property, plant and equipment.

 

19. LEASES—GROUP AS LESSEE

The Group leases various offices and facilities. The lease terms are between 1-10 years.
 

Right-of-use assets

 

 

 

Net Carrying Amount

 

 

 

December 31, 2022

 

$

16,580

 

June 30, 2023

 

 

14,035

 

Depreciation expense for the period ended

 

 

 

June 30, 2022

 

$

2,792

 

June 30, 2023

 

 

3,012

 

 

During the six months ended June 30, 2023, additions to right of use assets amounted to $1,909.

 

 

SIX MONTHS ENDED

 

AMOUNTS RECOGNIZED IN PROFIT AND LOSS

June 30, 2022

 

 

June 30, 2023

 

Depreciation expense of right-of-use-assets

$

2,792

 

 

$

3,012

 

Interest expense on lease liabilities

 

1,640

 

 

 

2,355

 

$

4,432

 

 

$

5,367

 

At June 30, 2023 the Group is not committed to any material short-term leases.

Variable lease payment terms are deemed an insignificant portion of the overall liability on June 30, 2023.

The total cash outflows for leases in the six months ended June 30, 2023, and 2022 amount to $3,872 and $2,976 respectively.

 

 

20. EVENTS AFTER THE REPORTING PERIOD

 

On July 17, 2023, the Group entered into an eighth amendment to 2021 Senior Secured Loan to extend the time that the Group has to comply with certain minimum net sales and minimum liquidity covenants in the Loan Agreement until July 20, 2023.

 

On July 20, 2023, the Group entered into a ninth amendment to 2021 Senior Secured Loan to provide for, among other things, (i) that the minimum liquidity covenant in the Loan Agreement is waived until September 1, 2023; provided that the consolidated liquidity of the Company and its subsidiaries during this waiver period (and tested on a weekly basis) must be at least $5 million, (ii) the minimum net sales covenant for the trailing twelve-month period ended June 30, 2023 will be tested on September 1, 2023, and (iii) the lenders have agreed to provide, subject to the terms of the Loan Agreement as amended by

F-16


LUMIRADX LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share and per share data)

the Ninth Amendment, additional term loans to the Company during the waiver period, in an aggregate amount of up to $31 million. The additional term loans will be subject to an interest rate of Term SOFR plus 8.0% per annum, payable in quarterly installments, with the first interest payment due on September 30, 2023. All amounts outstanding under the Loan Agreement, including the additional term loans, will mature on March 29, 2024.

 

In exchange for the amendments described above, the Company has agreed to, among other things, permit the lenders to designate two individuals to serve on the Company’s Board of Directors as observers, with the authority to attend and receive materials relating to (but not vote at) meetings of the Company’s Board of Directors. Each such appointment shall be terminated immediately upon the payment in full of all of the Company’s obligations under the Loan Agreement. The Company has also agreed to engage advisors to conduct a strategic review of the business of the Company and its subsidiaries and advise on available options.

 

On August 28, 2023, the Group entered into a tenth amendment to 2021 Senior Secured Loan to (i) the minimum liquidity covenant in the Loan Agreement is waived until September 18, 2023; provided that the consolidated liquidity of the Company and its subsidiaries during this waiver period (and tested on a weekly basis) must be at least $5 million, and (ii) the minimum net sales covenant for the trailing twelve-month period ended June 30, 2023 will be tested on September 18, 2023.

 

On September 18, 2023, the Group entered into an eleventh amendment to 2021 Senior Secured Loan, pursuant to which (i) the minimum liquidity covenant in the Loan Agreement is waived until September 29, 2023; provided that the consolidated liquidity of the Company and its subsidiaries during this waiver period (and tested on a weekly basis) must be at least $5 million, and (ii) the minimum net sales covenant for the trailing twelve-month period ended June 30, 2023 will be tested on September 29, 2023.

 

On September 25, 2023, the Group entered into an twelfth amendment to 2021 Senior Secured Loan pursuant to which (i) the minimum liquidity covenant in the Loan Agreement is waived until October 11, 2023, provided that the consolidated liquidity of the Company and its subsidiaries during this waiver period (and tested on a weekly basis) must be at least $5 million, (ii) the minimum net sales covenant for the trailing twelve-month period ended June 30, 2023 is waived, (iii) the minimum net sales covenant for the trailing twelve-month period ended September 30, 2023 will be tested on October 11, 2023, (iv) subject to certain conditions, the interest on the principal amount outstanding under the Tranche A, Tranche B and Tranche C term loans for the interest period ending September 30, 2023, shall be PIK Interest (as defined in the Loan Agreement) instead of being paid in cash, and (v) the lenders have agreed to provide, subject to the terms of the Loan Agreement as amended by the Twelfth Amendment, additional term loans to the Company, in an aggregate amount of up to $15 million. The additional term loans will be subject to an interest rate of Term SOFR plus 8.0% per annum, payable in quarterly installments. All amounts outstanding under the Loan Agreement, including the additional term loans, will mature on March 29, 2024.

 


 

 

 

 

F-17