Exhibit 99.1
INDEX TO FINANCIAL STATEMENTS
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Page |
Unaudited Condensed Consolidated Interim Financial Statements of LumiraDx Limited |
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Unaudited Consolidated Statement of Profit and Loss and Comprehensive Loss for the periods ended June 30, 2023 and 2022. |
F-1 |
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Unaudited Consolidated Statement of Financial Position as of June 30, 2023 and December 31, 2022. |
F-2 |
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Unaudited Consolidated Statement of Changes in Equity for the periods ended June 30, 2023 and 2022. |
F-3 |
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Unaudited Consolidated Statement of Cash Flows for the periods ended June 30, 2023 and 2022. |
F-4 |
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Unaudited Notes to Condensed Consolidated Financial Statements |
F-5 |
F-1
LUMIRADX LIMITED
Unaudited Consolidated Statement of Profit and Loss and Comprehensive Loss
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SIX MONTHS ENDED |
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SIX MONTHS ENDED |
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Note |
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(in thousands, except share and per share data) |
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Revenue |
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3 |
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$ |
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$ |
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Cost of Sales |
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( |
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( |
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Gross Profit/(Loss) |
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( |
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Research and development expenses |
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( |
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( |
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Selling, marketing and administrative expenses |
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( |
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( |
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Operating Loss |
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( |
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( |
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Finance income |
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5 |
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Finance expense |
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5 |
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( |
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( |
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Net finance (expense)/income |
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( |
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Loss before Tax |
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( |
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( |
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Tax expense for the period |
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6 |
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( |
) |
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( |
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Loss for the period |
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$ |
( |
) |
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$ |
( |
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(Loss)/Gain attributable to non-controlling interest |
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Net loss attributable to equity holders of parent—basic and diluted |
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$ |
( |
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$ |
( |
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Net loss per share attributable to equity holders of parent—basic and diluted |
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7 |
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$ |
( |
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$ |
( |
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Weighted-average number of Ordinary and Common Shares used in loss per share—basic and diluted |
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7 |
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Other Comprehensive Loss: |
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Items that may be reclassified subsequently to profit or loss |
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Foreign currency translation differences - foreign operations |
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( |
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Total Comprehensive loss for the year |
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( |
) |
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( |
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Total comprehensive loss attributable to: |
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Equity holders of the parent |
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( |
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( |
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Non-controlling interest |
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Total |
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$ |
( |
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$ |
( |
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The accompanying notes are an integral part of these financial statements.
F-1
LUMIRADX LIMITED
Unaudited Consolidated Statement of Financial Position
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AS OF DECEMBER 31, 2022 |
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AS OF JUNE 30, 2023 |
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Note |
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(in thousands, except share data) |
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ASSETS |
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Non–Current Assets |
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Intangibles and goodwill |
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8 |
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$ |
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$ |
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Right-of-use assets |
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Property, plant and equipment |
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9 |
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Investment in sublease |
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Other non-current assets |
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Total Non-Current Assets |
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Current Assets |
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Inventories |
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10 |
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Tax receivable |
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Trade and other receivables |
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11 |
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Cash and cash equivalents |
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Total Current Assets |
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TOTAL ASSETS |
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$ |
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$ |
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LIABILITIES AND EQUITY |
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Liabilities |
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Non-Current Liabilities |
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Debt due after more than one year |
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14 |
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$ |
( |
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$ |
( |
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Government and other grants |
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17 |
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( |
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( |
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Instrument Financing Agreement |
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17 |
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( |
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( |
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Lease liabilities |
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( |
) |
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( |
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Stock warrants |
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( |
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( |
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Deferred tax liabilities |
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( |
) |
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( |
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Total Non-Current Liabilities |
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( |
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( |
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Current Liabilities |
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Debt due within one year |
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14 |
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( |
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( |
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Government and other grants |
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17 |
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( |
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( |
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Trade and other payables |
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16 |
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( |
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( |
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Lease liabilities due within one year |
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( |
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( |
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Total Current Liabilities |
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( |
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( |
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Equity |
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Share capital and share premium |
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12 |
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( |
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( |
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Foreign currency translation reserve |
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( |
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Other reserves |
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( |
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( |
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Accumulated deficit |
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Total equity attributable to equity holders of the parent |
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Non-controlling interests |
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Total Equity |
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TOTAL EQUITY AND LIABILITIES |
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$ |
( |
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$ |
( |
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The accompanying notes are an integral part of these financial statements.
F-2
LUMIRADX LIMITED
Unaudited Consolidated Statement of Changes in Equity
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SHARE |
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SHARE |
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TRANSLATION |
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OTHER |
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ACCUMULATED |
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TOTAL |
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NON-CONTROLLING |
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TOTAL |
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(in thousands) |
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Balance at January 1, 2022 |
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$ |
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$ |
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$ |
( |
) |
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$ |
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$ |
( |
) |
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$ |
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$ |
( |
) |
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$ |
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Loss for the period |
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— |
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— |
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— |
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— |
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( |
) |
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( |
) |
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( |
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Other comprehensive loss |
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Currency translation differences |
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— |
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— |
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— |
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— |
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— |
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Total comprehensive loss for the |
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— |
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— |
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— |
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( |
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( |
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( |
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Equity compensation plans |
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— |
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— |
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— |
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— |
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— |
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Shares issued on exercise of share options |
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— |
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— |
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— |
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— |
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— |
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Transaction with owners, recognized |
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— |
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— |
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— |
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— |
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Changes in non-controlling interests |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Balance at June 30, 2022 |
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$ |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
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$ |
( |
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$ |
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Balance at January 1, 2023 |
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$ |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
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$ |
( |
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$ |
( |
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Loss for the period |
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— |
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— |
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— |
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— |
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( |
) |
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( |
) |
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( |
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Other comprehensive loss |
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Currency translation differences |
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— |
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— |
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( |
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— |
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— |
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( |
) |
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— |
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( |
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Total comprehensive loss for the |
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— |
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— |
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( |
) |
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— |
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( |
) |
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( |
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( |
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Equity compensation plans |
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— |
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— |
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— |
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— |
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— |
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Issue of shares in public offering |
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— |
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— |
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— |
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— |
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— |
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- |
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— |
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- |
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Issue of other equity instruments |
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— |
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— |
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— |
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— |
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— |
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- |
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— |
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- |
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Shares issued on employee stock purchase program |
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— |
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— |
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— |
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— |
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Shares issued on exercise of share options |
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— |
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— |
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— |
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— |
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— |
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- |
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— |
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- |
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Transactions with owners, recognized |
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— |
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— |
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— |
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— |
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Changes in non-controlling interests |
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— |
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— |
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— |
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— |
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— |
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— |
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- |
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— |
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Balance at June 30, 2023 |
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$ |
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$ |
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$ |
( |
) |
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$ |
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$ |
( |
) |
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$ |
( |
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$ |
( |
) |
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$ |
( |
) |
The accompanying notes are an integral part of these financial statements.
F-3
LUMIRADX LIMITED
Unaudited Consolidated Statement of Cash Flows
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SIX MONTHS ENDED JUNE 30, 2022 |
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SIX MONTHS ENDED JUNE 30, 2023 |
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Note |
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(in thousands, except share data) |
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Cash Flows from Operating Activities |
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Loss for the period |
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$ |
( |
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$ |
( |
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Adjustments to reconcile loss for the year to net cash used |
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Depreciation |
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9 |
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Amortization |
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8 |
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Impairment of property, plant and equipment |
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- |
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- |
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Write-down of excess inventories |
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- |
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- |
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Net finance expenses |
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5 |
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Equity based share based payment transactions |
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13 |
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Increase in research and development tax credit receivable |
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( |
) |
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( |
) |
Changes to working capital: |
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Inventories |
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( |
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Trade and other receivables |
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Trade payables and other liabilities |
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( |
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( |
) |
Net Cash used in Operating Activities |
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( |
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( |
) |
Cash Flows from Investing Activities |
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Purchases of property, plant, equipment |
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9 |
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( |
) |
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( |
) |
Net Cash used in Investing Activities |
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( |
) |
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( |
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Cash Flows from Financing Activities |
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Proceeds from issuance of convertible notes, net of issuance costs |
|
14 |
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- |
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Proceeds from instrument financing agreement |
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- |
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Shares issued on the exercise of share options |
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13 |
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- |
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Shares issued on employee stock purchase plan |
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- |
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Receipt of principal portion of lease receivable |
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- |
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Cash interest paid, net of interest received |
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( |
) |
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( |
) |
Repayment of lease liabilities |
|
20 |
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( |
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( |
) |
Repayments of debt |
|
14 |
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( |
) |
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( |
) |
Net Cash generated from (used in) Financing Activities |
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( |
) |
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Net Decrease in Cash and Cash Equivalents |
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$ |
( |
) |
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$ |
( |
) |
Movement in Cash and Cash Equivalents |
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Cash and cash equivalents at the beginning of the year |
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$ |
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$ |
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Exchange loss on cash and cash equivalents |
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( |
) |
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Net decrease in cash and cash equivalents |
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( |
) |
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( |
) |
Cash and Cash Equivalents at the end of the year |
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$ |
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$ |
|
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
The Company is an exempted company limited by shares incorporated in the
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 $
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 |
|
|
$ |
|
$ |
|
$ |
|
|
$ |
|
$ |
|
$ |
|
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 $
|
|
DEFERRED |
|
|||||
|
|
YEAR ENDED DECEMBER 31, 2022 |
|
|
SIX MONTHS ENDED JUNE 30, 2023 |
|
||
Balance at start of the period |
|
$ |
|
|
$ |
|
||
Recognized revenue from prior years' invoicing |
|
|
( |
) |
|
|
( |
) |
Amounts invoiced to be recognized over time |
|
|
|
|
|
|
||
Recognized revenue from current year invoicing |
|
|
( |
) |
|
|
( |
) |
Foreign exchange impact |
|
|
|
|
|
|
||
Balance at end of the period |
|
|
|
|
|
|
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 |
|
$ |
|
|
$ |
|
||
Italy |
|
|
|
|
|
|
||
United Kingdom |
|
|
|
|
|
|
||
Germany |
|
|
|
|
|
|
||
Colombia |
|
|
|
|
|
|
||
Sweden |
|
|
|
|
|
|
||
Brazil |
|
|
|
|
|
|
||
Switzerland |
|
|
|
|
|
|
||
Japan |
|
|
|
|
|
|
||
Spain |
|
|
|
|
|
|
||
Austria |
|
|
|
|
|
|
||
Netherlands |
|
|
|
|
|
|
||
Denmark |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Total revenue |
|
$ |
|
|
$ |
|
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 |
|
|
|
$ |
|
|
$ |
|
||
United States |
|
|
|
|
|
|
|
|
||
Italy |
|
|
|
|
|
|
|
|
||
Colombia |
|
|
|
|
|
|
|
|
||
Spain |
|
|
|
|
|
|
|
|
||
Sweden |
|
|
|
|
|
|
|
|
||
Germany |
|
|
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
|
|
||
Total |
|
|
|
$ |
|
|
$ |
|
5. FINANCE INCOME AND FINANCE EXPENSE
|
|
SIX MONTHS ENDED JUNE 30, |
|
|||||
|
|
2022 |
|
|
2023 |
|
||
Change in fair value of Stock Warrants |
|
$ |
|
|
$ |
|
||
Interest Income |
|
|
|
|
|
|
||
Foreign exchange gain |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
- |
|
|
Finance income |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Interest expense (cash) |
|
$ |
( |
) |
|
$ |
( |
) |
Interest expense (non-cash) |
|
|
( |
) |
|
|
( |
) |
Lease liability interest expense (Note 19) |
|
|
( |
) |
|
|
( |
) |
Change in fair value of instrument financing arrangement (Note 17) |
|
|
( |
) |
|
|
( |
) |
Foreign exchange loss |
|
|
( |
) |
|
|
|
|
Financing fees |
|
|
( |
) |
|
|
( |
) |
Finance expense |
|
$ |
( |
) |
|
$ |
( |
) |
6. INCOME TAXES
|
|
SIX MONTHS ENDED JUNE 30, |
|
|||||
TAX CREDIT FOR THE PERIOD |
|
2022 |
|
|
2023 |
|
||
Current income credit / (tax) |
|
|
|
|
|
|
||
- Current year |
|
$ |
( |
) |
|
$ |
( |
) |
- Prior years |
|
|
|
|
|
|
||
Total current income credit / (tax) |
|
|
( |
) |
|
|
( |
) |
Deferred income tax credit |
|
|
|
|
|
|
||
- Current year |
|
|
|
|
|
|
||
- Prior years |
|
|
— |
|
|
|
— |
|
Total deferred income credit |
|
|
|
|
|
|
||
Total income tax credit/(expense) |
|
$ |
( |
) |
|
$ |
( |
) |
Reconciliation of effective tax rate:
|
|
SIX MONTHS ENDED JUNE 30, |
|
|||||
|
|
2022 |
|
|
2023 |
|
||
Loss for the period before taxation |
|
$ |
|
|
$ |
|
||
Tax benefit at standard U.K. rate at |
|
|
|
|
|
|
||
Difference in overseas tax rates |
|
|
|
|
|
|
||
Expenses not deductible for tax purposes |
|
|
|
|
|
|
||
Tax losses for which no deferred tax asset was recognized |
|
|
( |
) |
|
|
( |
) |
Share-based payment (not deductible for tax purposes) |
|
|
( |
) |
|
|
( |
) |
Income tax credit/(expense) |
|
$ |
( |
) |
|
$ |
( |
) |
Effective tax rate |
|
|
- |
% |
|
|
- |
% |
In the March 3, 2021 U.K. budget, it was announced that the U.K. tax rate will increase to
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 $
|
|
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 |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Loss attributable to ordinary and common shareholders |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted-average number of ordinary and common shares: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
BASIC |
|
|
DILUTED |
|
|
BASIC |
|
|
DILUTED |
|
||||
Issued ordinary shares at January 1 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Effect of shares issued |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted-average number of ordinary and common shares |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loss per share: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
BASIC |
|
|
DILUTED |
|
|
BASIC |
|
|
DILUTED |
|
||||
Loss per share |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
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.
|
|
|
|
|
|
SIX MONTHS ENDED JUNE 30, |
|
|||||
|
|
|
|
|
|
2022 |
|
|
2023 |
|
||
Options to purchase A Ordinary and Common shares |
|
|
|
|
|
|
|
|
|
|
||
Convertible Debt (as converted to common shares) |
|
|
|
|
|
|
|
|
|
|
||
Warrants to purchase A Ordinary shares |
|
|
|
|
|
|
|
|
|
|
||
Warrants to purchase common shares |
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
SUPPLIER |
|
|
TECHNOLOGY |
|
|
TOTAL |
|
||||||
Cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
At 1 January 2021 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Additions |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Exchange differences |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
At 31 December 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
At 1 January 2021 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Charge for the period |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Exchange differences |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
At 31 December 2021 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net Book Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
At 31 December 2021 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
At January 1, 2022 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Additions |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Exchange differences |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
At December 31, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
At January 1, 2022 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Charge for the period |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Exchange differences |
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
At December 31, 2022 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net Book Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
At December 31, 2022 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
At January 1, 2023 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Additions |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Exchange differences |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|||||
At June 30, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
At January 1, 2023 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Charge for the period |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Exchange differences |
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
||||
At June 30, 2023 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net Book Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
At June 30, 2023 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
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 $
9. PROPERTY, PLANT AND EQUIPMENT
|
|
LAND AND |
|
|
FIXTURES |
|
|
PLANT AND |
|
|
ASSETS UNDER |
|
|
TOTAL |
|
|||||
Cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
At January 1, 2021 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Additions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Transfers |
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
Disposals |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Exchange differences |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
At December 31, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accumulated Depreciation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
At January 1, 2021 |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
||||
Charge for the period |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
||||
Transfers |
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
Disposals |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Exchange differences |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
At December 31, 2021 |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
||||
Carrying Amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
At December 31, 2021 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
At January 1, 2022 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Additions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Transfers |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Disposals |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Exchange differences |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
At December 31, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accumulated Depreciation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
At January 1, 2022 |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
||||
Charge for the period |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
||||
Transfers |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Disposals |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Impairments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Exchange differences |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
At December 31, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Carrying Amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
At December 31, 2022 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
At January 1, 2023 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Additions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Transfers |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Disposals |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Exchange differences |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
At June 30, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accumulated Depreciation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
At January 1, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Charge for the period |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
||||
Transfers |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Disposals |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Exchange differences |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
||||
At June 30, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Carrying Amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
At June 30, 2023 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
For the six months ended June 30, 2023, and 2022, depreciation expense of $
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 |
|
$ |
|
|
$ |
|
||
Raw materials |
|
|
|
|
|
|
||
WIP |
|
|
|
|
|
|
||
Total Inventory |
|
$ |
|
|
$ |
|
11. TRADE AND OTHER RECEIVABLES
|
|
AS OF DECEMBER 31, 2022 |
|
|
AS OF JUNE 30, 2023 |
|
||
Trade receivables |
|
$ |
|
|
$ |
|
||
Reserves on trade receivables |
|
|
( |
) |
|
|
( |
) |
Prepaids |
|
|
|
|
|
|
||
Other receivables |
|
|
|
|
|
|
||
VAT receivable |
|
|
|
|
|
|
||
Total trade and other receivables |
|
$ |
|
|
$ |
|
12. SHARE CAPITAL, PREMIUM AND OTHER RESERVES
Share capital and share premium
LumiraDx Limited was incorporated on
SHARES AUTHORIZED, FULLY PAID AND ALLOCATED |
|
A ORDINARY |
|
|
A ORDINARY |
|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
February Subdivision ( |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Issued for cash |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Issued in other transactions |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Merger Subdivision at the LMDX Conversion Factor ( |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Conversion |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
||
Shares issued upon conversion of financial instruments |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
In issue at December - fully paid and allocated |
|
|
|
|
|
|
|
|
|
|
|
|
On February 1, 2021 the
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 -
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.
Movements on number of share options and their related exercise price are as follows:
|
|
NUMBER OF |
|
|
WEIGHTED |
|
||
Outstanding at January 1, 2021 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
|
|
||
Exercised |
|
|
( |
) |
|
|
( |
) |
Forfeited |
|
|
( |
) |
|
|
( |
) |
Outstanding at December 31, 2021 |
|
|
|
|
|
|
||
Granted |
|
|
|
|
|
|
||
Exercised |
|
|
( |
) |
|
|
( |
) |
Forfeited/Expired |
|
|
( |
) |
|
|
( |
) |
Outstanding at December 31, 2022 |
|
|
|
|
|
|
||
Granted |
|
|
|
|
|
|
||
Exercised |
|
|
- |
|
|
|
- |
|
Forfeited/Expired |
|
|
( |
) |
|
|
|
|
Outstanding at June 30, 2023 |
|
|
|
|
|
|
||
Exercisable at December 31, 2022 |
|
|
|
|
|
|
||
Exercisable at June 30, 2023 |
|
|
|
|
$ |
|
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.
On January 15, 2021, the Company granted “founder options” over ordinary shares to each of the
For the six months ended June 30, 2023,
Share based compensation expense of $
F-13
LUMIRADX LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data)
14. DEBT
|
|
CURRENCY |
|
NOMINAL |
|
YEAR OF |
|
2022 |
|
|
2022 |
|
|
2022 |
|
|
2023 |
|
|
2023 |
|
|
2023 |
|
||||||
Unsecured Loan |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||||
2021 Senior Secured Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
2022 Convertible Notes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Instrument Financing Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2022 |
|
$ |
|
|
Changes from financing cash flows |
|
|
|
|
Proceeds from borrowings, net of issuance costs |
|
|
|
|
2022 Convertible Notes |
|
$ |
|
|
Repayments of borrowings |
|
|
|
|
Instrument Financing Loans |
|
|
( |
) |
Total changes from financing cash flows |
|
|
|
|
Amortization of debt discount |
|
|
|
|
Unsecured Loan |
|
|
|
|
2021 Senior Secured Loan |
|
|
|
|
2022 Convertible Notes |
|
|
|
|
Amortization of debt discount arising from debt modifications |
|
|
|
|
2021 Senior Secured Loan |
|
|
|
|
Foreign exchange impact |
|
|
|
|
Instrument Financing Loans |
|
|
( |
) |
Total other changes |
|
|
|
|
Balance at December 31, 2022 |
|
|
|
|
Changes from financing cash flows |
|
|
|
|
Repayments of borrowings |
|
|
|
|
Instrument Financing Loans |
|
$ |
( |
) |
Total changes from financing cash flows |
|
|
( |
) |
Amortization of debt discount |
|
|
|
|
Unsecured Loan |
|
|
|
|
2021 Senior Secured Loan |
|
|
|
|
2022 Convertible Notes |
|
|
|
|
Foreign exchange impact |
|
|
|
|
Instrument Financing Loans |
|
|
|
|
Total other changes |
|
|
|
|
Balance at June 30, 2023 |
|
|
|
|
Less: Debt due within one year |
|
|
( |
) |
|
|
$ |
|
15. LEASE LIABILITY
|
AS OF DECEMBER 31, 2022 |
|
|
AS OF JUNE 30, 2023 |
|
||
Due in less than one year |
$ |
|
|
$ |
|
||
Due between one and five years |
|
|
|
|
|
||
Due in more than five years |
|
|
|
|
- |
|
|
Total |
$ |
|
|
$ |
|
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 |
|
$ |
|
|
|
|
||
Accrued expenses and other liabilities |
|
|
|
|
|
|
||
Accrued interest |
|
|
|
|
|
|
||
Restructuring provision |
|
|
|
|
|
- |
|
|
Warranty provision |
|
|
|
|
|
|
||
Deferred revenue |
|
|
|
|
|
|
||
Total trade and other payables |
|
$ |
|
|
|
|
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 $
As of June 30, 2023, the Group had $
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 $
If by the end of the applicable
In June 2022 the Group closed an additional $
F-15
LUMIRADX LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data)
The ability to pay the instrument 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 $
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 |
|
$ |
|
|
$ |
|
||
Inventory |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
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
Right-of-use assets |
|
|
|
|
Net Carrying Amount |
|
|
|
|
December 31, 2022 |
|
$ |
|
|
June 30, 2023 |
|
|
|
|
Depreciation expense for the period ended |
|
|
|
|
June 30, 2022 |
|
$ |
|
|
June 30, 2023 |
|
|
|
During the six months ended June 30, 2023, additions to right of use assets amounted to $
|
SIX MONTHS ENDED |
|
|||||
AMOUNTS RECOGNIZED IN PROFIT AND LOSS |
June 30, 2022 |
|
|
June 30, 2023 |
|
||
Depreciation expense of right-of-use-assets |
$ |
|
|
$ |
|
||
Interest expense on lease liabilities |
|
|
|
|
|
||
|
$ |
|
|
$ |
|
At June 30, 2023 the Group is
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 $
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 $
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 $
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 $
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 $
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 $
F-17