エドガーで原本を確認する
|
Title
of each class |
Trading
Symbol |
Name
of each exchange on which registered |
|
American
Depositary Shares (each representing 20
‘A’
Ordinary Shares, par value US$0.0109) |
TRIB
|
NASDAQ
Global Market |
|
Large accelerated filer ☐ |
Accelerated filer ☐ |
Non-accelerated
filer ☒ |
Emerging growth company ☐
|
|
U.S. GAAP ☐
|
International Financial Reporting Standards as issued
by the International
Accounting Standards Board ☒ |
Other ☐ |
| • |
the development of our products; |
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the potential attributes and benefit of our products and their competitive position; |
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our ability to successfully commercialize, or enter into strategic relationships with third parties to
commercialize, our products; |
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our estimates regarding expenses, future revenues, capital requirements and our need for additional financing;
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our ability to acquire or in-licence new product candidates; |
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potential strategic relationships; and |
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the duration of our patent portfolio. |
| Item 1. |
Identity of Directors, Senior Management and Advisers |
| Item 2. |
Offer Statistics and Expected Timetable |
| Item 3. |
Key Information |
| A. |
Reserved |
| B. |
Capitalization and Indebtedness |
| C. |
Reasons for the Offer and Use of Proceeds |
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D. |
Risk Factors |
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our ability to sell products could be adversely affected by competition from new and existing diagnostic products, changing conditions
in the diagnostic market, including, inter alia, reductions in government funding and sector consolidation. |
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our exclusion from one or more HIV testing algorithms, or a delay in the implementation of a HIV testing algorithm, could adversely
affect our business and financial results. |
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we have incurred substantial debt, which could impair our flexibility and access to capital and adversely affect our financial position.
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our ability to continue as a going concern depends on our ability to generate cash flows from operations
and to conduct adequate financing activities. We expect we will require future additional capital. |
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our long-term success depends upon the successful development and commercialization of new products, particularly in the biosensor
area. |
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significant interruptions in production at our principal manufacturing facilities and/or third-party manufacturing facilities would
adversely affect our business and operating results. |
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our products may in the future be subject to product recalls that could harm our reputation, business and financial results.
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the large amount of intangible assets and goodwill recorded on our balance sheet may lead to significant impairment charges in the
future. |
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failure to achieve our financial and strategic objectives could have a material adverse impact on our business prospects. |
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changes in global economic conditions may have a material adverse impact on our results. |
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we are highly dependent on our senior management team and other key employees, and the loss of one or more of these employees or
the inability to attract and retain qualified personnel as necessary could adversely affect our operations. |
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our revenues are highly dependent on a network of distributors worldwide. |
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our ability to protect our information systems and electronic transmissions of sensitive data from data corruption, cyber-based attacks,
security breaches or privacy violations is critical to the success of our business. |
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our sales and operations are subject to the risks of fluctuations in currency exchange rates. |
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tax matters, including disagreements with taxing authorities, the changes in corporate tax rates and imposition of new taxes could
impact our results of operations and financial condition. |
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the Covid-19 outbreak could significantly disrupt our operations and adversely affect our results of operations. |
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clinical trials necessary to support future premarket submissions will be expensive and will require enrolment of suitable patients
who may be difficult to identify and recruit. |
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we may be subject to fines, penalties or injunctions if we are determined to be promoting the use of our products for unapproved
or “off-label” uses. |
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if we fail to maintain regulatory approvals and clearances our ability to commercially distribute and market these products could
suffer. |
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we face risks relating to our international sales and business operations, including regulatory risks, which could impact our current
business operations and growth strategy. |
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we are subject to various laws targeting fraud and abuse in the healthcare industry. |
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we may be unable to protect or obtain proprietary rights that we utilize or intend to utilize. |
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our patent protection may not be sufficiently broad to compete effectively, the existing patents could be challenged; and trade
secrets and confidential know-how could be obtained by competitors. |
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affiliates of Perceptive Credit Holdings III, LP (“Perceptive”) and MiCo IVD Holdings, LLC (“MiCo”) own approximately
19.0% and 23.6%, respectively, of the voting share capital of our Company (excluding ADS issuable with respect to warrants and a convertible
note), which may give each of them significant influence over our management and affairs and may deter a change in control or other transaction
that may be favorable to our shareholders. |
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our failure to meet the continued listing requirements of Nasdaq could result in a de-listing of our ADSs and penny stock trading.
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as a foreign private issuer we are exempt from a number of reporting requirements under the Exchange Act and are permitted to file
less information with the SEC than a domestic U.S. reporting company. |
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we may be classified as a passive foreign investment company, |
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the market price of our ADSs has been, and may continue to be, highly volatile. |
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we expect we will need additional capital in the future. |
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the conversion of our outstanding employee share options, any new employee share options and existing warrants would dilute the ownership
interest of existing shareholders. |
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it could be difficult for U.S. holders of our ADSs to enforce any securities laws claims against us, our officers or directors in
Irish Courts. |
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we have no plans to pay dividends on our ADSs, and you may not receive funds without selling the ADSs. |
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the terms of the deposit agreement limit the voting rights of holders of ADSs. |
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require us to use a substantial portion of our cash flow from operations to make debt service payments; |
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limit our ability to use our cash flow or obtain additional financing for working capital, capital expenditures, acquisitions or
other general business purposes; |
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limit our flexibility to plan for, or react to, changes in our business and industry; |
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result in dilution to our existing shareholders in the event we issue equity to fund our debt obligations; |
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place us at a competitive disadvantage compared to our less leveraged competitors; and |
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increase our vulnerability to the impact of adverse economic and industry conditions. |
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incur, assume or guarantee additional indebtedness; or |
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repurchase capital stock; |
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make other restricted payments, including paying dividends and making investments; |
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create liens; |
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sell or otherwise dispose of assets, including capital stock of subsidiaries; |
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enter into agreements that restrict dividends from subsidiaries; |
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acquire another company or business or enter into mergers or consolidations; |
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enter into certain inbound and outbound
licenses of intellectual property, subject to certain exceptions; and |
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enter into transactions with affiliates.
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The success of our research and product development efforts, in particular the significant development effort required to develop
and commercialise the biosensor technology, including the glucose monitoring technology acquired in January 2024; |
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The time, cost and degree of success of conducting clinical trials and obtaining regulatory approvals; |
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The costs and timing of expansion of sales and marketing activities; |
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The timing and size of any repayment requirements for existing debt obligations; |
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The timing and success of the commercial launch of new products; |
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The extent to which we gain or expand market acceptance for existing, new or enhanced products; |
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The costs and timing of the expansion of our manufacturing capacity; |
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The magnitude of capital expenditures; |
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Changes in existing and potential relationships with distributors and other business partners; |
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The costs involved in obtaining and enforcing patents, proprietary rights and necessary licences; |
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The costs and liability associated with patent infringement or other types of litigation; |
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The costs related to, and the success of, our operational efficiency focused activities; |
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Competing technological and market developments; and |
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The scope and timing of strategic acquisitions. |
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The acquisition of the CGM assets and the related integration activities may require greater capital and other resources than originally
anticipated at the time of acquisition; |
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The benefits expected to be derived from the acquisition of the CGM assets may not materialize and could be affected by numerous
factors, such as the failure to complete planned research and development objectives, regulatory developments, general economic conditions
and increased competition; |
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We may be unable to successfully integrate the CGM assets, products and technology into our business; |
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Worse than expected performance of the acquired assets may result in the impairment of intangible assets; |
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The acquisition will require substantial expense and management time and this could disrupt our business; |
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The biosensor industry, including the CGM industry, is a highly innovative area with several industry participants developing intellectual
property portfolios over many years. As such there can be no assurance that the technology acquired from Waveform or further developed
by us, will not infringe on other parties’ existing IP portfolios. We could incur significant costs and management time in defending
against IP infringement claims. |
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We may not be able to accurately forecast the performance or ultimate impact of an acquired CGM business; and |
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The acquisition may result in the incurrence of unexpected expenses, the dilution of our earnings or our existing stockholders’
percentage ownership, or potential losses from undiscovered liabilities not covered by an indemnification from the seller(s) of the acquired
business; |
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Suitable acquisitions or investments may not be found or consummated on terms or schedules that are satisfactory to us or consistent
with our objectives; |
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The benefits expected to be derived from an acquisition may not materialize and could be affected by numerous factors, such as regulatory
developments, insurance reimbursement, general economic conditions and increased competition; |
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We may be unable to successfully integrate an acquired company’s personnel, assets, management systems, products and/or technology
into our business; |
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Worse than expected performance of an acquired business may result in the impairment of intangible assets; |
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Acquisitions may require substantial expense and management time and could disrupt our business; |
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We may not be able to accurately forecast the performance or ultimate impact of an acquired business; |
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An acquisition and subsequent integration activities may require greater capital and other resources than originally anticipated
at the time of acquisition; |
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An acquisition may result in the incurrence of unexpected expenses, the dilution of our earnings or our existing stockholders’
percentage ownership, or potential losses from undiscovered liabilities not covered by an indemnification from the seller(s) of the acquired
business; |
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An acquisition may result in the loss of our or the acquired company’s key personnel, customers, distributors or suppliers;
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An acquisition of a foreign business may involve additional risks, including, but not limited to, foreign currency exposure, liability
or restrictions under foreign laws or regulations, and our inability to successfully assimilate differences in foreign business practices
or overcome language or cultural barriers; and |
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Our ability to integrate future acquisitions may be adversely affected by inexperience in dealing with new technologies. |
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Decreased demand for our products; |
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Lost revenues; |
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Damage to our image or reputation; |
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Costs related to litigation; and |
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Diversion of management time and attention; |
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contract manufacturers or suppliers may fail to comply with regulatory requirements or make errors in manufacturing that could negatively
affect the efficacy or safety of our products or cause delays in shipments of our products; |
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we or our contract manufacturers and suppliers may not be able to respond to unanticipated changes in customer orders, and if orders
do not match forecasts, we or our suppliers may have excess or inadequate inventory of materials and components; |
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we or our contract manufacturers and suppliers may be subject to price fluctuations due to a lack of long-term supply arrangements
for key components; |
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we or our contract manufacturers and suppliers may lose access to critical services and components, resulting in an interruption
in the manufacture, assembly and shipment of our systems; |
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we may experience delays in delivery by our contract manufacturers and suppliers due to changes in demand from us or their other
customers; |
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fluctuations in demand for products that our contract manufacturers and suppliers manufacture for others may affect their ability
or willingness to deliver components to us in a timely manner; |
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our suppliers or those of our contract manufacturer may wish to discontinue supplying components or services to us for risk management
reasons; |
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we may not be able to find new or alternative components or reconfigure our system and manufacturing processes in a timely manner
if the necessary components become unavailable; and |
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our contract manufacturers and suppliers may encounter financial hardships unrelated to our demand, which could inhibit their ability
to fulfil our orders and meet our requirements. |
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WMA Declaration of Helsinki – Ethical Principles for Medical Research Involving Human Subjects (2013); |
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ICH Harmonised Guidelines - Integrated Addendum to ICH E6 (R2) Guideline for Good Clinical Practice (Nov 2016); |
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ISO 20916:2019 In vitro diagnostic medical devices — Clinical performance studies using specimens from human subjects —
Good study practice; and |
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ISO 14155:2020: Clinical investigation of medical devices for human subjects – Good clinical practice. |
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our inability to demonstrate to the FDA’s satisfaction that our products are safe and effective for their intended users;
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insufficient data from our pre-clinical studies and clinical trials to support clearance or approval, where required; and |
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the failure of the manufacturing process or facilities we use to meet applicable requirements. |
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untitled letters, warning letters,
fines, injunctions, consent decrees and civil penalties; |
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unanticipated expenditures to address or defend such actions; |
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customer notifications for repair, replacement and refunds; |
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recall, detention or seizure of our products; |
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operating restrictions or partial suspension or total shutdown of production; |
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refusing or delaying our requests for 510(k) clearance or premarket approval of new products or modified products; |
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operating restrictions; |
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withdrawing 510(k) clearances on PMA approvals that have already been granted; |
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refusal to grant export approval for our products; or |
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criminal prosecution. |
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the federal Anti-Kickback Statute, which prohibits, among other things, persons from knowingly and wilfully soliciting, receiving,
offering or paying remuneration, directly or indirectly, in exchange for or to induce either the referral of an individual for, or the
purchase, order or recommendation of, any good or service for which payment may be made under federal healthcare programs, such as the
Medicare and Medicaid programs. A person or entity does not need to have actual knowledge of the federal Anti-Kickback Statute or specific
intent to violate it to have committed a violation; in addition, the government may assert that a claim including items or services resulting
from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the False Claims Act;
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the Physician Self-Referral Law, also known as the “Stark Law”, which provides for strict liability for referrals by
physicians to entities with which they or their immediate family members have a financial arrangement for certain designated health services,
including clinical laboratory services provided by our CLIA-certified laboratory owned and operated by our subsidiary Immco Diagnostics
Inc., that are reimbursable by federal healthcare programs, unless an exception applies. Penalties
for violating the Stark Law include denial of payment, civil monetary penalties of up to fifteen thousand dollars per claim submitted,
and exclusion from federal health care programs, as well as a penalty of up to one-hundred thousand dollars for attempts to circumvent
the law; |
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federal false claims laws which prohibit, among other things, individuals or entities from knowingly presenting, or causing to be
presented, claims for payment from Medicare, Medicaid or other federal third-party payers that are false or fraudulent. Suits filed under
the False Claims Act, known as “qui tam” actions, can be brought by any individual on behalf of the government and such individuals,
commonly known as “whistleblowers”, may share in any amounts paid by the entity to the government in fines or settlement.
When an entity is determined to have violated the False Claims Act, it may be required to pay up to three times the actual damages sustained
by the government, plus civil penalties for each separate false claim. Often, to avoid the threat of treble damages and penalties under
the False Claims Act, which in 2020 were $11,665 to $23,331 per false claim, companies will resolve allegations in a settlement without
admitting liability to avoid the potential treble damages. Any such settlement could materially affect our business, financial operations,
and reputation; |
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the federal Civil Monetary Penalties Law, which prohibits, among other things, offering or transferring remuneration to a federal
healthcare beneficiary that a person knows or should know is likely to influence the beneficiary’s decision to order or receive
items or services reimbursable by the government from a particular provider or supplier; |
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federal criminal laws that prohibit executing a scheme to defraud any federal healthcare benefit program or making false statements
relating to healthcare matters. Similar to the federal Anti-Kickback Statute, a person or entity does not need to have actual knowledge
of the statute or specific intent to violate it to have committed a violation; |
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the federal Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic
and Clinical Health Act, which governs the conduct of certain electronic healthcare transactions and protects the security and privacy
of protected health information; |
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the federal Physician Payment Sunshine Act, which requires manufacturers of drugs, devices, biologics and medical supplies for which
payment is available under Medicare, Medicaid or the Children’s Health Insurance Program (with certain exceptions) to report annually
to the CMS, information related to payments or other “transfers of value” made to physicians (defined to include doctors,
dentists, optometrists, podiatrists and chiropractors) and teaching hospitals, and requires applicable manufacturers to report annually
to the government ownership and investment interests held by the physicians described above and their immediate family members and payments
or other “transfers of value” to such physician owners. Manufacturers are required to submit reports to CMS by the 90th
day of each calendar year. We cannot assure you that we have and will successfully report all transfers of value by us, and any failure
to comply could result in significant fines and penalties. Failure to submit the required information may result in civil monetary penalties
up to an aggregate of $150,000 per year (and up to an aggregate of $1 million per year for “knowing failures”) for all
payments, transfers of value or ownership or investment interests not reported in an annual submission, and may result in liability under
other federal laws or regulations; |
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federal and state laws governing the certification and licensing of clinical laboratories, including operational, personnel and quality
requirements designed to ensure that testing services are accurate and timely, and federal and state laws governing the health and safety
of clinical laboratory employees; |
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the U.S. Foreign Corrupt Practices Act, or the FCPA, which prohibits corporations and individuals from paying, offering to pay or
authorising the payment of anything of value to any foreign government official, government staff member, political party or political
candidate in an attempt to obtain or retain business or to otherwise influence a person working in an official capacity; the UK Bribery
Act, which prohibits both domestic and international bribery, as well as bribery across both public and private sectors; and bribery provisions
contained in the German Criminal Code, which makes the corruption and corruptibility of physicians in private practice and other healthcare
professionals a criminal offense; and |
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analogous state and foreign law equivalents of each of the above federal laws, such as anti-kickback and false claims laws which
may apply to items or services reimbursed by any payor, including commercial insurers; state laws that require device companies to comply
with the industry’s voluntary compliance guidelines and the applicable compliance guidance promulgated by the federal government
or otherwise restrict payments that may be made to healthcare providers and other potential referral sources; state laws that require
device manufacturers to report information related to payments and other transfers of value to physicians and other healthcare providers
or marketing expenditures; and state laws governing the privacy and security of health information in certain circumstances, many of which
differ from each other in significant ways and may not have the same effect, thus complicating compliance efforts. |
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announcements of new products by us or others; |
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announcements by us of significant acquisitions, disposals, strategic partnerships, in-licensing, |
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joint ventures or capital commitments; |
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the developments of the businesses and projects of our various subsidiaries; |
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expiration or terminations of licences, research contracts or other collaboration agreements; |
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public concern as to the safety of the products we sell; |
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the volatility of market prices for shares of companies with whom we compete; |
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developments concerning intellectual property rights or regulatory approvals; |
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variations in our and our competitors’ results of operations; |
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changes in revenues, gross profits and earnings announced by us; |
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changes in estimates or recommendations by securities analysts, if the ADSs are covered by analysts; |
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fluctuations in the share price of our publicly traded subsidiaries; |
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changes in government regulations or patent decisions; and |
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general market conditions and other factors, including factors unrelated to our operating performance. |
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the debt is for a liquidated or defined sum; |
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the procedural rules of the U.S. Court must have been observed and the U.S. Court must have had jurisdiction in relation to the particular
defendant according to Irish conflict of law rules (the submission to jurisdiction by the defendant would satisfy this rule); and
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the judgment must be final and conclusive and the decree must be final and unalterable in the U.S. Court which pronounces it. A judgment
can be final and conclusive even if it is subject to appeal or even if an appeal is pending. If the effect of lodging an appeal under
the applicable law is to stay execution of the judgment, it is possible that, in the meantime, the judgment should not be actionable in
Ireland. It remains to be determined whether final judgment given in default of appearance is final and conclusive. |
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if the judgment is not for a debt or a definite sum of money; |
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if the judgment was obtained or alleged to have been obtained by fraud; |
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if the process and decision of the U.S. Courts were contrary to natural or constitutional justice under the laws of Ireland and if
the enforcement of the judgment in Ireland would be contrary to natural or constitutional justice; |
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if the judgment is contrary to Irish public policy or involves certain United States laws which will not be enforced in Ireland or
constitute the enforcement of a judgment of a penal or taxation nature; |
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if jurisdiction cannot be obtained by the Irish Courts over the judgment debtors in the enforcement proceedings by personal service
in Ireland or outside Ireland under Order 11 of the Irish Superior Courts Rules; |
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there is no practical benefit to the party in whose favor the foreign judgment is made in seeking to have that judgment enforced
in Ireland, or |
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if the judgment is not consistent with a judgment of an Irish Court in respect of the same matter. |
| Item 4. |
Information on the Company |
| A. |
History and Development of the Company |
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• |
Trinity Biotech Manufacturing Limited, based in Bray, Ireland; |
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Konamite Limited, based in Bray, Ireland; |
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Clark Laboratories Inc, based in Jamestown, New York; |
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Primus Corporation, based in Kansas City; |
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Biopool US Inc (trading as Trinity Biotech USA), based in Jamestown, New York; |
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Immco Diagnostics Inc, based in Buffalo, New York; |
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Trib Biosensors Inc, based in Wilsonville, Oregon; |
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Nova Century Scientific Inc, based in Burlington, Canada; and |
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Trinity Biotech Brazil based in Sao Paulo, Brazil. |
|
Point-of-care |
Clinical Laboratory | |||||||||
|
Infectious Diseases |
Infectious Diseases |
Haemoglobin |
Autoimmune |
Clinical Chemistry |
Blood Bank Screening
| |||||
|
UniGold |
MarDx |
Premier |
ImmuBlot |
EZ |
Captia | |||||
|
Recombigen |
FlexTrans |
Ultra |
ImmuGlo |
|
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Trinscreen |
|
ImmuLisa |
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OTOblot |
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Infectious diseases; |
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Glycated haemoglobin (for diabetes monitoring and diagnosis) and haemoglobin variants for the detection of haemoglobinopathies (haemoglobin
abnormalities); and |
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Autoimmune diseases. |
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Sexually transmitted diseases, including Syphilis and Herpes; |
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Markers for Epstein Barr, Measles, Mumps, Toxoplasmosis, Cytomegalovirus, Rubella, Varicella and other viral pathogens, and
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SARS-CoV-2. |
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Immunofluorescence Assay (“IFA”); |
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Enzyme-linked immunosorbent (“ELISA”); |
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Western Blot (“WB”); and |
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Line immunoassay (“LIA”). |
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Its clinical chemistry product range directly to hospitals and laboratories in Germany and France; |
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Infectious diseases and clinical chemistry product ranges directly to hospitals and laboratories in the UK; and |
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All product lines through independent distributors and strategic partners in a further approximately 100 countries. |
|
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2023
|
2022
|
Total project
costs to December 31, 20231 |
|||||||||
|
Product Name |
US$’000
|
US$’000
|
US$’000
|
|||||||||
|
Premier Instruments for A1c and haemoglobinopathies testing
|
1,669 |
1,904 |
39,497 |
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Immco entered into a licence agreement on January 19, 2012, and subsequently an amended licence agreement on June 14, 2018. The licence
pertains to any product or service relating to identifying indicators of Sjogren’s disease. The agreement is effective through January
21, 2036 and is worldwide in scope. Royalties are payable based on agreement in place. |
|
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In 2013, we entered into a licence agreement with a leading market participant, giving us a non-exclusive, worldwide licence to access
a significant HIV-2 patent portfolio for the purpose of making, using and selling a HIV test kit, subject to certain limitations.
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• |
On December 19, 1999, we obtained a non-exclusive commercial licence from the National Institutes of Health (“NIH”)
in the United States for NIH patents relating to the general method of producing HIV-1 in cell culture and methods of serological detection
of antibodies to HIV-1. |
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untitled letters, warning letters, fines, injunctions, consent decrees and civil penalties; |
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• |
unanticipated expenditures to address or defend such actions; |
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|
• |
customer notifications for repair, replacement, refunds; |
|
|
• |
recall, detention or seizure of our products; |
|
|
• |
operating restrictions or partial suspension or total shutdown of production; |
|
|
• |
refusing or delaying our requests for 510(k) clearance or premarket approval of new products or modified products; |
|
|
• |
operating restrictions; |
|
|
• |
withdrawing 510(k) clearances or PMA approvals that have already been granted; |
|
|
• |
refusal to grant export approval for our products; or |
|
|
• |
criminal prosecution. |
|
|
• |
product design, development and manufacture; |
|
|
• |
product safety, testing, labelling and storage; |
|
|
• |
record keeping procedures; |
|
|
• |
product marketing, sales and distribution; and |
|
|
• |
post-marketing surveillance, complaint handling, medical device reporting, reporting of deaths, serious injuries or device malfunctions
and repair or recall of products. |
|
• |
Are non-invasive;
|
|
• |
Do not require an invasive
sampling procedure that poses a significant risk; |
|
• |
Do not introduce energy into
a subject by design or intention; |
|
|
• |
Are not to be used as a diagnostic procedure without confirmation of the diagnosis by another medically established diagnostic product
or procedure; and |
|
• |
Comply with the labelling requirements
for IUO devices, as outlined in 21 C.F.R. § 812.2(c)(3). |
|
|
• |
product listing and establishment registration, which helps facilitate FDA inspections and other regulatory action; |
|
|
• |
Quality System Regulation, (“QSR”), which requires manufacturers, including third-party manufacturers, to follow stringent
design, testing, control, documentation and other quality assurance procedures during all aspects of the manufacturing process;
|
|
|
• |
labelling regulations and FDA prohibitions against the promotion of products for uncleared, unapproved or off-label use or indication;
|
|
|
• |
clearance of product modifications that could significantly affect safety or efficacy or that would constitute a major change in
intended use of one of our cleared devices; |
|
|
• |
approval of product modifications that affect the safety or effectiveness of one of our approved devices; |
|
|
• |
medical device reporting regulations, which require that manufacturers comply with FDA requirements to report if their device may
have caused or contributed to a death or serious injury, or has malfunctioned in a way that would likely cause or contribute to a death
or serious injury if the malfunction of the device or a similar device were to recur; |
|
|
• |
post-approval restrictions or conditions, including post-approval study commitments; |
|
|
• |
post-market surveillance regulations, which apply when necessary to protect the public health or to provide additional safety and
effectiveness data for the device; |
|
|
• |
the FDA's recall authority, whereby it can ask, or under certain conditions order, device manufacturers to recall from the market
a product that is in violation of governing laws and regulations; |
|
|
• |
regulations pertaining to voluntary recalls; and |
|
|
• |
notices of corrections or removals. |
|
|
• |
day-to-day operation of a clinical laboratory, including training and skill levels required of laboratory personnel; |
|
|
• |
physical requirements of a facility; |
|
|
• |
equipment; and |
|
|
• |
validation and quality control. |
| Item 4A. |
Unresolved Staff Comments |
|
Item 5. |
Operating and Financial
Review and Prospects |
|
|
A. |
Operating Results |
|
|
Year ended December 31, |
|||||||||||
|
|
|
2023
US$’000 |
|
2022
US$’000 |
% Change |
|||||||
|
Revenues – continuing operations
|
||||||||||||
|
Clinical laboratory goods |
42,288 |
46,036 |
(8.1 |
)% | ||||||||
|
Clinical laboratory services |
5,453 |
7,272 |
(25.0 |
)% | ||||||||
|
Point-of-Care |
9,091 |
9,213 |
(1.3 |
)% | ||||||||
|
|
||||||||||||
|
56,832 |
62,521 |
(9.1 |
)% | |||||||||
|
|
Year ended December 31, |
|||||||||||
|
|
|
2023
US$‘000 |
|
2022
US$‘000 |
% Change |
|||||||
|
Revenues for continuing operations |
||||||||||||
|
Americas |
32,282 |
35,557 |
(9.2 |
)% | ||||||||
|
Asia/Africa |
18,909 |
20,401 |
(7.3 |
)% | ||||||||
|
Europe |
5,641 |
6,563 |
(14.0 |
)% | ||||||||
|
|
||||||||||||
|
Total |
56,832 |
62,521 |
(9.1 |
)% | ||||||||
|
|
i) |
technical advisory, legal and professional fees were higher in 2023 compared to 2022 by US$1.6 million primarily due to costs associated
with the acquisition of the biosensor assets of Waveform (which closed in January 2024) and other corporate development and corporate
finance activities as we continue to assess strategic opportunities for inorganic growth and balance sheet optimization, |
|
|
ii) |
an increase of US$1.5 million in foreign exchange losses largely relating to the accounting requirement to mark to market euro-denominated
lease liabilities for right-of-use assets, and |
|
|
iii) |
higher non-cash share-based payments expense of US$0.3 million mainly due to the full year effect of options granted in 2022.
|
|
Year ended December 31, 2023 |
Year ended December 31, 2022 |
|||||||
|
US$m |
US$m |
|||||||
|
Interest on senior secured term loan |
8.4 |
9.8 |
||||||
|
Interest on convertible note |
1.1 |
0.7 |
||||||
|
Penalty for early partial settlement of term loan |
0.9 |
3.5 |
||||||
|
Lease interest |
0.6 |
0.7 |
||||||
|
Loss on disposal of exchangeable notes |
0.0 |
9.7 |
||||||
|
Interest on exchangeable notes |
0.0 |
0.4 |
||||||
|
Other non-cash financial expense |
0.0 |
0.1 |
||||||
|
Total |
11.1 |
24.7 |
||||||
|
|
Year ended December 31, |
|||||||||||
|
|
|
2022
US$’000 |
|
2021
US$’000 |
% Change |
|||||||
|
Revenues – continuing operations
|
||||||||||||
|
Clinical laboratory goods |
46,036 |
62,884 |
(26.8 |
)% | ||||||||
|
Clinical laboratory services |
7,272 |
7,928 |
(8.3 |
)% | ||||||||
|
Point-of-Care |
9,213 |
10,337 |
(10.9 |
)% | ||||||||
|
|
||||||||||||
|
62,521 |
81,149 |
(23.0 |
)% | |||||||||
|
|
Year ended December 31, |
|||||||||||
|
|
|
2022
US$‘000 |
|
2021
US$‘000 |
% Change |
|||||||
|
Revenues – continuing operations
|
||||||||||||
|
Americas |
35,557 |
52,779 |
(32.6 |
)% | ||||||||
|
Asia/Africa |
20,401 |
21,402 |
(4.7 |
)% | ||||||||
|
Europe |
6,563 |
6,968 |
(5.8 |
)% | ||||||||
|
|
||||||||||||
|
Total |
62,521 |
81,149 |
(23.0 |
)% | ||||||||
|
|
i. |
VTM inventory write down (US$3.5 million) – as disclosed previously, we did not see any evidence during the winter season of
2022-23 of significant peaks in demand for VTM products. This led management to revisit our strategy of maintaining significant levels
of raw materials inventory to meet demand peaks. Consequently, the value of inventory was written down in Q3, 2022 to our estimate of
its net realisable value. |
|
|
ii. |
Other inventory write down (US$0.9 million) - the value of certain excess raw materials and work in progress was written down in
Q3, 2022 following a review and an update to our relevant quality assurance policy. |
|
|
iii. |
Tri-stat inventory write down (US$0.3 million) - as disclosed previously, we undertook a strategic review of our Tri-stat instrument
line as part of a broader review of our haemoglobins product portfolio. Management decided to limit sales of Tri-stat to certain targeted
partnerships and as a consequence the value of this inventory was written down to reflect the revised outlook. |
|
|
o |
The share-based payments expense was US$0.7m higher in 2022 compared to 2021, mainly due to share options granted during 2022. The
majority of the options granted in 2022 are performance options and are structured such that they are exercisable only if the market price
for Company’s ADSs exceeds certain levels ($15.00, $20.00 and $25.00 per ADS) during the life of the option. These performance share
options align the goals of our team and our shareholders in the creation of shareholder value. |
|
|
o |
With the lifting of COVID-related travel restrictions, we tasked our sales and marketing teams to increase travel to customers and
trade shows as we continued to revitalise our sales activities. Similarly, some key functional leaders based in Ireland resumed visits
to our overseas facilities as we sought to drive operational efficiencies. All of this led to an approximately US$1.1 million increase
in travel and promotional costs in 2022. |
|
|
o |
Due diligence and other legal and professional fees increased by approximately US$0.8 million in 2022 as we took an active, but disciplined,
approach to pursuing a pipeline of attractive M&A opportunities. |
|
|
o |
Non-recurring professional fees, primarily associated with the debt refinancing, of US$0.6 million were expensed in 2022. |
|
|
o |
Increased expected credit loss on trade receivables, with the majority of the increase due to one distributor. |
|
|
o |
Higher recruitment fees in 2022 due to the hiring of senior management personnel. |
|
|
o |
Autoimmune smart reader (impairment charge US$1.3 million) - there is significant uncertainty whether the Company will complete the
project to develop its own in-house autoimmune smart reader. While we may re-visit this decision in the future, in the interests of prudence
we impaired the project’s carrying value. |
|
|
o |
Tri-stat instrument (impairment charge US$1.0 million) - following a strategic review of the Tri-stat instrument, it was decided
that Tri-stat sales would be restricted to certain targeted partnerships, and this led to an impairment in the carrying value of the Tri-stat
intangible asset. |
|
|
o |
COVID-19 antigen test on a rapid lateral flow format (impairment charge US$2.2 million) - this test was approved for professional
use in the EU. However, the demand for our COVID-19 portfolio of products was highly uncertain and very difficult to predict and in our
experience the market has moved to over the counter (“OTC”) rapid COVID-19 tests, for which this product was not approved.
As such the Company’s efforts to commercialise this test were unsuccessful. In addition, pricing for rapid COVID-19 tests in the
EU is relatively weak, with stronger pricing available in, for example, the U.S. market, for which this product is not yet approved. Given
the market outlook for rapid COVID-19 testing products and continued uncertainty regarding regulatory approval pathways in key markets,
including the U.S., management chose not to immediately pursue further regulatory approvals but does intend to monitor these markets and
regulatory pathways with a view to potentially seeking additional regulatory approvals. As we have no imminent plans to pursue these regulatory
approvals, under IFRS accounting rules these intangible assets were written down to zero. |
|
|
o |
COVID-19 test on an ELISA format (impairment charge US$0.1 million) – this development project was written off because the
market changed and there was no demand for a test based on this format. |
|
|
|
2022
US$’000 |
|
2021
US$’000 |
||||
|
Loss on disposal of exchangeable notes |
9.7 |
- |
||||||
|
Penalty for early settlement of term loan |
3.5 |
- |
||||||
|
Term loan interest |
9.8 |
- |
||||||
|
Convertible note interest |
0.7 |
- |
||||||
|
Notional interest on lease liabilities for Right-of-use assets |
0.7 |
0.8 |
||||||
|
Exchangeable note interest |
0.4 |
4.6 |
||||||
|
Loan origination costs - term loan |
- |
1.6 |
||||||
|
Fair value movement for derivative asset |
0.1 |
- |
||||||
|
Total |
24.7 |
7.1 |
|
|
B. |
Liquidity and Capital Resources |
|
|
• |
The ability of the Group to generate revenue growth from its existing product lines and from new products following the successful
completion of its development projects; |
|
|
• |
The extent to which capital expenditure is incurred on additional property plant and equipment; |
|
|
• |
The level of investment required to undertake both new and existing development projects; and |
|
• |
Successful working capital management in
the context of a growing business. |
|
|
Year ended December 31, |
|||||||
|
|
|
2023
US$‘000 |
|
2022
US$‘000 |
||||
|
Net cash used in operating activities |
(11,557 |
) |
(921 |
) | ||||
|
Net cash inflow / (outflow) from investing activities |
24,756 |
(5,977 |
) | |||||
|
Net cash outflow from financing activities |
(16,042 |
) |
(12,322 |
) | ||||
|
|
||||||||
|
Net decrease in cash and cash equivalents and short-term investments |
(2,843 |
) |
(19,220 |
) | ||||
|
|
• |
Payments to acquire intangible assets of US$1.9 million (2022: US$4.9 million), which principally related to development expenditure
capitalised as part of the Group’s on-going product development activities; |
|
|
• |
Payments to acquire financial assets of US$0.7 million (2022: Nil), which relates to an investment in imaware Inc, which was subsequently
fully impaired; |
|
|
• |
Acquisition of property, plant and equipment of US$0.8 million (2022: US$1.1 million) incurred as part of the Group’s investment
programme for its manufacturing and distributing activities; and, |
|
|
• |
Proceeds from the sale of a business of US$28.2 million (2022: Nil), which solely relates to the proceeds (net of transactions costs)
from the sale of Fitzgerald Industries. |
|
|
C. |
Research and Development, Patents and Licences, etc. |
|
|
D. |
Trend Information |
|
|
E. |
Critical Accounting Policies and Estimates |
|
|
• |
Significant underperformance relative to expected, historical or projected future operating results; |
|
|
• |
Significant changes in the manner of our use of the acquired assets or the strategy for our overall business; |
|
|
• |
Obsolescence of products; |
|
|
• |
Significant decline in our stock price for a sustained period; and |
|
|
• |
Our market capitalisation relative to net book value. |
|
|
• |
In the event that there was a reduction of 10% in the assumed level of future growth in revenue growth rate, which would represent
a reasonably likely range of outcomes, there would be no additional impairment loss recorded at December 31, 2023. |
|
|
• |
In the event there was a 10% increase in the discount rate used to calculate the potential impairment of the carrying values, which
would represent a reasonably likely range of outcomes, there would be no additional impairment loss recorded at December 31, 2023.
|
|
Item 6. |
Directors, Senior Management and Employees
|
|
Name |
Age |
Title |
|
Directors |
||
|
John Gillard |
43 |
Director, President and Chief Executive Officer |
|
Ronan O’Caoimh |
68 |
Director, Founder & Executive Advisor |
|
Jim Walsh, PhD |
65 |
Executive Director of Business Development |
|
Tom Lindsay |
66 |
Independent Director |
|
Andrew Omidvar PhD,MBA |
68 |
Independent Director |
|
Senior Management |
||
|
Ian Wells, PhD |
55 |
Vice President of Quality and Regulatory Affairs |
|
Simon Dunne |
50 |
Chief Accounting Officer |
|
Gary Keating, PhD |
51 |
Chief Technology Officer |
|
Des Fitzgerald |
34 |
Interim Chief Financial Officer, |
|
Eibhlín Kelly |
40 |
Chief Information Officer |
|
Colm Molloy |
53 |
Group Director of Human Resources and Culture |
|
John Mee |
60 |
Global Supply Chain Director |
|
Jacqueline O’Neill |
51 |
Director of Operations |
|
Mícheál Roche |
64 |
Vice President of Global Health |
|
Director |
Title |
Salary/Other payments/
Benefits
US$’000 |
Performance
related bonus
US$’000 |
Transaction
related bonus
US$’000 |
Defined
contribution
pension
US$’000 |
Total
2023
US$’000 |
Total
2022
US$’000 |
|||||||||||||||||||
|
Aris Kekedjian1
|
Former Chairman and Former Chief Executive Officer |
1,171 |
— |
— |
— |
1,171 |
387 |
|||||||||||||||||||
|
John Gillard
2 |
President and Chief Executive Officer |
473 |
— |
211 |
26 |
710 |
863 |
|||||||||||||||||||
|
Ronan O’Caoimh |
Director, Founder & Executive Advisor |
80 |
— |
— |
— |
80 |
340 |
|||||||||||||||||||
|
Jim Walsh |
Director of Business Development |
50 |
— |
— |
— |
50 |
20 |
|||||||||||||||||||
|
Tom Lindsay |
Independent Director |
63 |
— |
— |
— |
63 |
— |
|||||||||||||||||||
|
Andrew Omidvar
3 |
Independent Director |
10 |
— |
— |
— |
10 |
— |
|||||||||||||||||||
|
|
|
1,847 |
— |
211 |
26 |
2,084 |
1,610 |
|||||||||||||||||||
| D. |
Employees |
|
Year Ended December 31, 2023
|
||||||||||||
|
2023 |
2022 |
2021 |
||||||||||
|
Numbers of employees by geographic location |
||||||||||||
|
United States |
203 |
203 |
224 |
|||||||||
|
Ireland |
143 |
146 |
211 |
|||||||||
|
United Kingdom |
- |
1 |
- |
|||||||||
|
Brazil |
34 |
34 |
27 |
|||||||||
|
Total workforce |
380 |
384 |
462 |
|||||||||
|
Numbers of employees by category of activity |
||||||||||||
|
Research scientists & technicians |
23 |
26 |
25 |
|||||||||
|
Manufacturing/Operations |
207 |
197 |
255 |
|||||||||
|
Quality Assurance |
51 |
56 |
63 |
|||||||||
|
Finance/Administration |
73 |
73 |
67 |
|||||||||
|
Sales & Marketing |
26 |
32 |
52 |
|||||||||
|
Total workforce |
380 |
384 |
462 |
|||||||||
|
E.
|
Share Ownership
|
|
Name |
Number of ‘A’ Ordinary Shares Beneficially Owned (1)
|
Percentage of Ownership (2)
|
|||||||
|
Ronan O’Caoimh (3) |
18,907,329 |
9.5 |
% | ||||||
|
Jim Walsh (4) |
2,889,445 |
1.5 |
% | ||||||
|
John Gillard (5) |
8,066,667 |
4.1 |
% | ||||||
|
Tom Lindsay (6) |
145,833 |
* |
|||||||
|
Andrew Omidvar (7) |
145,833 |
* |
|||||||
|
Simon Dunne (8) |
240,000 |
* |
|||||||
|
Des Fitzgerald (9) |
541,667 |
* |
|||||||
|
Ian Wells |
- |
- |
|||||||
|
Eibhlín Kelly |
- |
- |
|||||||
|
Gary Keating |
- |
- |
|||||||
|
Colm Molloy |
- |
- |
|||||||
|
John Mee |
- |
- |
|||||||
|
Jacqueline O’Neill |
|
- |
- |
||||||
|
Mícheál Roche |
- |
- |
|||||||
|
Executive officers and directors as a group (14 persons) |
30,936,774 |
14.8 |
% | ||||||
| * |
Less than 1% |
| (1) |
Beneficial ownership is determined in accordance with the rules of the SEC and generally
includes voting or investment power with respect to securities. Ordinary Shares relating to options currently exercisable or exercisable
within 60 days of the date of this table are deemed outstanding for computing the percentage of the person holding such securities but
are not deemed outstanding for computing the percentage of any other person. Share options that have a performance condition related to
the share price of the equity of the Company are deemed to be exercisable irrespective of whether the performance condition has been,
or is expected to be, satisfied within 60 days of the date of this table. Except as indicated by footnote, and subject to community property
laws where applicable, the persons named in the table above have sole voting and investment power with respect to all shares shown as
beneficially owned by them. |
| (2) |
The percentages shown are based on 189,310,282 ‘A’ Ordinary Shares issued
and outstanding as of March 31, 2024. |
|
(3) |
Represents (a) 9,724,160 ‘A’ ordinary shares and (b) 9,183,169 ‘A’
ordinary shares underlying options that are currently vested and exercisable or that vest within sixty days of March 31, 2024. Includes
options issued to Darnick Company which in the past provided Trinity Biotech with the services of Mr. O’Caoimh as Chief Executive
Officer. |
|
(4) |
Represents (a) 1,393,612 ‘A’ ordinary shares and (b) 1,495,833 ‘A’
ordinary shares underlying options that are currently vested and exercisable or that vest within sixty days of March 31, 2024. Note that
1,393,612 ‘A’ ordinary shares of Dr Walsh’s shares are held in trust for the benefit of Dr Walsh’s immediate family.
|
|
(5) |
Represents 8,066,667 ‘A’ ordinary shares underlying options that are currently
vested and exercisable or that vest within sixty days of March 31, 2024. |
|
(6) |
Represents 145,833 ‘A’ ordinary shares underlying options that are currently
vested and exercisable or that vest within sixty days of March 31, 2024. |
|
(7) |
Represents 145,833 ‘A’ ordinary shares underlying options that are currently
vested and exercisable or that vest within sixty days of March 31, 2024. |
|
(8) |
Represents 240,000 ‘A’ ordinary shares underlying options that are currently
vested and exercisable or that vest within sixty days of March 31, 2024. |
|
|
|
|
(9) |
Represents 541,667 ‘A’ ordinary shares underlying options that are currently
vested and exercisable or that vest within sixty days of March 31, 2024. |
|
Director/Company Secretary |
Number of
Options ‘A’ Shares |
Number of
Options ADS Equivalent |
Exercise
Price (Per ‘A’ Share) |
Exercise Price
(Per ADS) |
Hurdle
Price 2
(Per ADS) |
Expiration Date of Options | |||||||||||||||
|
John Gillard |
600,000 |
30,000 |
0.67 |
13.40 |
None |
23/10/2027 | |||||||||||||||
|
|
1,400,000 |
70,000 |
0.27 |
5.40 |
None |
25/03/2029 | |||||||||||||||
|
|
2,000,000 |
100,000 |
0.29 |
5.80 |
None |
19/12/2029 | |||||||||||||||
|
666,667 |
33,333 |
0.29 |
5.80 |
$ |
15.00 |
19/12/2029 | |||||||||||||||
|
666,667 |
33,333 |
0.29 |
5.80 |
$ |
20.00 |
19/12/2029 | |||||||||||||||
|
666,667 |
33,333 |
0.29 |
5.80 |
$ |
25.00 |
19/12/2029 | |||||||||||||||
|
7,000,000 |
350,000 |
0.12 |
2.40 |
None |
18/12/2030 | ||||||||||||||||
|
2,333,333 |
116,667 |
0.12 |
2.40 |
$ |
5.00 |
18/12/2030 | |||||||||||||||
|
2,333,333 |
116,667 |
0.12 |
2.40 |
$ |
7.50 |
18/12/2030 | |||||||||||||||
|
2,333,334 |
116,667 |
0.12 |
2.40 |
$ |
10.00 |
18/12/2030 | |||||||||||||||
|
Ronan O’Caoimh 1
|
2,244,000 |
112,200 |
1.34 |
26.80 |
None |
07/09/2024 | |||||||||||||||
|
|
4,060,000 |
203,000 |
0.69 |
13.80 |
None |
14/06/2026 | |||||||||||||||
|
|
333,336 |
16,667 |
0.19 |
3.80 |
None |
20/03/2027 | |||||||||||||||
|
|
2,400,000 |
120,000 |
0.73 |
14.60 |
None |
17/11/2027 | |||||||||||||||
|
700,000 |
35,000 |
0.14 |
2.80 |
None |
28/01/2031 | ||||||||||||||||
|
233,333 |
11,667 |
0.14 |
2.80 |
$ |
5.00 |
28/01/2031 | |||||||||||||||
|
233,333 |
11,667 |
0.14 |
2.80 |
$ |
7.50 |
28/01/2031 | |||||||||||||||
|
233,334 |
11,667 |
0.14 |
2.80 |
$ |
10.00 |
28/01/2031 | |||||||||||||||
|
Jim Walsh |
750,000 |
37,500 |
1.34 |
26.80 |
None |
07/09/2024 | |||||||||||||||
|
|
600,000 |
30,000 |
0.19 |
3.80 |
None |
20/03/2027 | |||||||||||||||
|
700,000 |
35,000 |
0.14 |
2.80 |
None |
28/01/2031 | ||||||||||||||||
|
233,333 |
11,667 |
0.14 |
2.80 |
$ |
5.00 |
28/01/2031 | |||||||||||||||
|
233,333 |
11,667 |
0.14 |
2.80 |
$ |
7.50 |
28/01/2031 | |||||||||||||||
|
233,334 |
11,667 |
0.14 |
2.80 |
$ |
10.00 |
28/01/2031 | |||||||||||||||
|
Thomas Lindsay |
700,000 |
35,000 |
0.14 |
2.80 |
None |
28/01/2031 | |||||||||||||||
|
233,333 |
11,667 |
0.14 |
2.80 |
$ |
5.00 |
28/01/2031 | |||||||||||||||
|
233,333 |
11,667 |
0.14 |
2.80 |
$ |
7.50 |
28/01/2031 | |||||||||||||||
|
233,334 |
11,667 |
0.14 |
2.80 |
$ |
10.00 |
28/01/2031 | |||||||||||||||
|
Andrew Omidvar |
700,000 |
35,000 |
0.14 |
2.80 |
None |
28/01/2031 | |||||||||||||||
|
233,333 |
11,667 |
0.14 |
2.80 |
$ |
5.00 |
28/01/2031 | |||||||||||||||
|
233,333 |
11,667 |
0.14 |
2.80 |
$ |
7.50 |
28/01/2031 | |||||||||||||||
|
233,334 |
11,667 |
0.14 |
2.80 |
$ |
10.00 |
28/01/2031 | |||||||||||||||
|
|
Number of ‘A’
Ordinary Shares
Subject to Options |
Range of
Exercise Price
per Ordinary Share |
Range of Exercise Price
per ADS |
|||||||||
|
Total options outstanding |
51,014,672 |
$ |
US0.12-US$1.34 |
$ |
US2.40-US$26.80 |
|||||||
|
Item 7. |
Major Shareholders and Related
Party Transactions |
| A. |
Major Shareholders |
|
Name |
Number of ‘A’
Ordinary Shares Beneficially Owned |
Number of ADSs Beneficially Owned |
Percentage
ownership (2) |
|||||||||
|
MiCo IVD Holdings, LLC |
44,759,388 |
(3) |
2,237,969 |
(3) |
29.9 |
%(3) | ||||||
|
Perceptive Credit Holdings III, LP |
56,000,000 |
(4) |
2,800,000 |
(4) |
26.8 |
% | ||||||
|
All directors and officers as a group |
30,936,774 |
(1) |
1,546,839 |
(1) |
14.8 |
% | ||||||
| (1) |
Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting
or investment power with respect to securities. Ordinary Shares relating to options currently exercisable or exercisable within 60 days
of the date of this table are deemed outstanding for computing the percentage of the person holding such securities but are not deemed
outstanding for computing the percentage of any other person. Share options that have a performance condition related to the share price
of the equity of the Company are deemed to be exercisable irrespective of whether the performance condition has been, or is expected to
be, satisfied within 60 days of the date of this table. Except as indicated by footnote, and subject to community property laws where
applicable, the persons named in the table above have sole voting and investment power with respect to all shares shown as beneficially
owned by them. |
|
|
|
| (2) |
The percentages shown are based on 189,310,282 ‘A’ Ordinary Shares outstanding
(excluding treasury shares). |
|
|
|
| (3) |
Based upon a Schedule 13D filed on January 2, 2024, by MiCo IVD Holdings, LLC with the SEC. The percentage
ownership in the table above includes the conversion of the maximum number of ‘A’ Ordinary Shares as permitted by the conversion
terns of the Convertible Note. The principal business address of MiCo IVD Holdings, LLC is 85 Orchard Road. Skillman, New Jersey 08558
United States. |
|
|
|
| (4) |
Based upon Schedule 13D filed on February 9, 2024, by Perceptive Credit Holdings III,
LP. The principal business address of Perceptive Credit Holdings III, LP is 51 Astor Place 10th Floor, New York, NY 10003. |
|
|
Number of ‘A’
Ordinary Shares Beneficially Owned |
Number of ADSs Beneficially Owned (1) |
Percentage
‘A’ Ordinary
Shares |
Percentage
Total Voting Power |
Date of Filing | ||||||||||||
|
Highbridge Capital Management, LLC |
675,064 |
33,753 |
0.4 |
% |
0.4 |
% |
April 14, 2022 (1) | ||||||||||
|
Renaissance Technologies LLC |
5,573,752 |
278,688 |
2.9 |
% |
2.9 |
% |
February 13, 2023 | ||||||||||
|
Stonehill Capital Management LLC |
6,690,592 |
334,530 |
3.5 |
% |
3.5 |
% |
February 13, 2023 | ||||||||||
|
|
(1) |
Based on information provided by Highbridge Capital Management, LLC to the Company in a letter dated April 14, 2022 |
|
|
Number of ‘A’
Ordinary Shares Beneficially Owned |
Number of ADSs Beneficially Owned (1) |
Percentage
‘A’ Ordinary
Shares |
Percentage
Total Voting Power |
Date of Filing | ||||||||||||
|
MiCo IVD Holdings, LLC |
44,759,388 |
2,237,969 |
29.9 |
%(1) |
29.9 |
%(1) |
April 14, 2022 | ||||||||||
|
Perceptive Credit Holdings III, LP |
56,000,000 |
2,800,000 |
26.8 |
% |
26.8 |
% |
February 09, 2024 | ||||||||||
|
|
(1) |
The percentage ownership in the table above for MiCo IVD Holdings, LLC includes the conversion of the maximum number of ‘A’
Ordinary Shares as permitted by the conversion terns of the Convertible Note. |
|
Item 8. |
Financial Information |
|
Item 9. |
The Offer and Listing |
|
Item 10. |
Additional Information |
|
|
• |
an individual resident in the U.S. (or certain other countries with which Ireland has a double taxation treaty) and who is neither
resident nor ordinarily resident in Ireland; or |
|
|
• |
a U.S. tax resident corporation (or a corporation resident in certain other countries, with which Ireland has a double taxation treaty)
not under the control of Irish residents; or |
|
|
• |
a corporation that is not resident in Ireland and which is ultimately controlled by persons resident in the U.S. (or certain other
countries with which Ireland has a double taxation treaty), with such person or persons not under the control of persons who are not so
resident; or |
|
|
• |
a corporation that is not resident in Ireland and the principal class of whose shares (or its 75% parent’s principal class
of shares) is substantially or regularly traded on a recognised stock exchange in Ireland or a country with which Ireland has a double
taxation treaty; or |
|
|
• |
is otherwise entitled to an exemption from DWT. |
|
|
• |
the recipient is the direct beneficial owner of the shares, and |
|
|
• |
the recipient is the direct beneficial owner of the ADSs, and the depository bank’s ADS register shows that the direct beneficial
owner of the dividends has a U.S. address on the register, and |
|
|
• |
there is an intermediary between the depository bank and the shareholder beneficially entitled to the dividend and the depository
bank receives confirmation from the intermediary that such shareholder’s address in the intermediary’s records is in the U.S.
|
|
Item 11. |
Quantitative and Qualitative Disclosures about Market
Risk |
|
Item 12 |
Description of Securities Other
than Equity Securities |
|
Service |
|
Rate |
|
By
whom paid |
|
(1) Issuance of ADSs upon deposit of ordinary shares. |
Up to $10.00 per 100 ADSs (or portion thereof) issued. |
Persons depositing ordinary shares or person receiving ADSs. | ||
|
(2) Delivery of deposited securities against surrender of ADSs. |
Up to $10.00 per 100 ADSs (or portion thereof) issued. |
Persons surrendering ADSs for the purpose of withdrawal of deposited securities or
persons to whom deposited securities are delivered. | ||
|
(3) Issuance of ADSs in connection with a distribution of shares. |
Up to $10.00 per 100 ADSs (or portion thereof) issued. |
Person to whom distribution is made. | ||
|
(4) Distribution of cash dividends or other cash distributions, including distribution of cash proceeds
following the sale of rights, shares or other property in accordance with the deposit agreement |
Up to $0.02 per 1 ADS |
Person to whom distribution is made. | ||
|
(5) Transfer of ADSs |
Up to $1.50 per certificate for ADRs or ADRs transferred |
Person to whom Receipt is transferred. |
|
|
• |
transfer and registration fees of securities on Trinity Biotech’s securities register to or from the name of the depositary
or its agent when ADS holders deposit or withdrawal securities; |
|
|
• |
expenses for cable, telex and fax transmissions and for delivery of securities; |
|
|
• |
expenses incurred for converting foreign currency into U.S. dollars; and |
|
|
• |
taxes and duties upon the transfer of securities (i.e., when ordinary shares are deposited or withdrawn from deposit, other than
taxes for which Trinity Biotech is liable). |
| Item 13. |
Defaults, Dividend Arrearages and Delinquencies |
| Item 14. |
Material Modifications to the Rights of Security Holders and Use of Proceeds
|
| Item 15. |
Controls and Procedures |
|
Item 16. |
Reserved |
|
16 A. |
Audit Committee Financial Expert |
|
16 B. |
Code of Ethics |
|
16 C. |
Principal Accountant Fees and Services |
|
|
Year ended December 31,
2023 |
Year ended December 31,
2022 |
||||||||||||||
|
|
US$’000 |
% |
US$’000 |
% |
||||||||||||
|
Audit |
909 |
66 |
% |
1,064 |
92 |
% | ||||||||||
|
Tax |
463 |
34 |
% |
89 |
8 |
% | ||||||||||
|
|
||||||||||||||||
|
Total |
1,372 |
1,153 |
||||||||||||||
|
16 D. |
Exemptions from the Listing Standards for Audit Committees
|
|
16 E. |
Purchases of Equity Securities by the Issuer and Affiliated Purchasers |
|
16 F. |
Change in Registrant’s Certifying Accountant |
|
16 G. |
Corporate Governance |
|
|
• |
Rule 5605(b)(1) - The Rule requiring maintaining a majority of independent directors. Instead, under Irish
law and practice, we are not required to appoint a majority of independent directors. |
|
|
• |
Rule 5605(b)(2) -The Rule requiring that our independent directors have regularly scheduled meetings at
which only independent directors are present. Instead, we follow Irish law according to which independent directors are not required to
hold executive sessions. |
|
|
• |
Rule 5605(e) - The Rule regarding independent director oversight of director nominations process for directors.
Instead, we follow Irish law and practice according to which our board of directors recommends directors for election/re-election by our
shareholders. |
|
|
• |
Rule 5635(c) - The requirement to obtain shareholder approval for the establishment or amendment of certain
equity based compensation plans, an issuance that will result in a change of control of the company (Rule 5635(b)), certain transactions
other than a public offering involving issuances of a 20% or more interest in the company (Rule 5635(d)) and certain acquisitions of the
stock or assets of another company (Rule 5635(a)). Instead, we follow Irish law and practice in approving such procedures, according to
which Board approval may suffice in certain circumstances, depending on the extent existing general authorities to issue shares are in
place. |
| • |
Rule 5605(c)(2) - The Rule requiring maintaining an audit committee consisting of at least three independent
directors. Instead, we follow Irish law that requires that an audit committee have at least one independent director. |
| • |
Rule 5605(d)(2) - The Rule requiring a compensation committee consisting of at least two independent directors.
We have had a compensation committee, which we referred to as the remuneration committee. We have engaged an international consultancy
to advise the Board on Board and executive compensation. |
| • |
Rule 5620(c) - The Rule requiring a quorum of 33 1/3% at any meeting of shareholders (Rule 5620(c)). Instead,
we follow the provisions of our Articles which require a quorum of 40%. If a quorum is not present within 30 minutes (or such longer time
not exceeding one hour as the chairperson of the meeting may decide to wait) after the time appointed for the holding of the meeting a
quorum is not present, or if during the meeting a quorum ceases to be present, the meeting, if convened on the requisition of shareholders,
shall be dissolved and in any other case, shall stand adjourned to the same day in the next week or to such other day and at such other
time and place as the chairperson (or, in default, the board of directors) may, subject to the provisions of the Companies Act 2014, determine.
If at such adjourned meeting a quorum is not present within 15 minutes after the time appointed for holding it, the members present in
person or by proxy shall be a quorum, but so that not less than two individuals shall constitute a quorum. |
|
16 H. |
Mine Safety Disclosure |
|
16
I. |
Disclosure Regarding
Foreign Jurisdictions That Prevent Inspections |
|
Item 16J. |
Insider Trading Policies |
|
Item 16K. |
Cybersecurity |
| Item 17 |
Financial
Statements |
| Item 18 |
Financial
Statements |
| • |
We
evaluated the design effectiveness of controls over management’s selection of the discount rates, short-term forecasts of future
revenues and margins, and long-term growth rates used to determine the recoverable amount of each selected CGU. |
| • |
We
identified relevant CGUs with significant non-current assets with impairment indicators such as CGUs with operating losses or those which
did not meet their budgets in previous years. |
| • |
We agreed the underlying
cash flow forecasts against budgets of the selected CGUs and we evaluated management’s ability to accurately forecast future revenues
and margins by: |
| • |
performing
a look-back analysis and comparing actual results to management’s historical forecasts; and |
| • |
assessing
the reasonableness of the impact of new products and other macroeconomic activity on short-term cash flows. |
| • |
We
assessed the reasonableness of the valuation model used by the Company compared to generally accepted valuation practices and accounting
standards. |
| • |
We tested the source
information underlying the determination of the discount rates through use of observable inputs from independent external sources and
we developed independent estimates and compared those to the discount rates selected by management. |
| • |
We compared the
long-term growth rates, used by management to grow cash flows in order to calculate a terminal value, to independent external sources
to assess the reasonableness of these rates. |
| • |
We performed sensitivity
analyses around significant management assumptions, such as discount rate and growth rate, to account for uncertainties around assumptions
in the valuation model. |
|
|
Year ended December 31 |
||||||||||||||
|
|
Notes |
2023
Total
US$‘000 |
2022
Total
US$‘000 |
2021
Total
US$‘000 |
|||||||||||
|
Revenues
|
2 |
56,832
|
62,521
|
81,149
|
|||||||||||
|
Cost of sales |
(37,382
|
) |
(45,253
|
) |
(47,695
|
) | |||||||||
|
Gross profit
|
19,450
|
17,268
|
33,454
|
||||||||||||
|
Other operating income |
4 |
141
|
343
|
4,428
|
|||||||||||
|
Research and development expenses
|
(4,379
|
) |
(4,138
|
) |
(4,497
|
) | |||||||||
|
Selling, general and administrative
expenses |
(31,152
|
) |
(26,983
|
) |
(22,503
|
) | |||||||||
|
Impairment charges |
5 |
(11,105
|
) |
(5,839
|
) |
(6,944
|
) | ||||||||
|
Operating (loss)/profit
|
(27,045
|
) |
(19,349
|
) |
3,938
|
||||||||||
|
Financial income |
6 |
1,171
|
303
|
1,223
|
|||||||||||
|
Financial expenses |
6 |
(11,053
|
) |
(24,734
|
) |
(7,085
|
) | ||||||||
|
Net financing expense
|
(9,882
|
) |
(24,431
|
) |
(5,862
|
) | |||||||||
|
|
|||||||||||||||
|
Loss before tax
|
9 |
(36,927
|
) |
(43,780
|
) |
(1,924
|
) | ||||||||
|
Total income tax credit |
2, 7 |
59
|
194
|
74
|
|||||||||||
|
|
|||||||||||||||
|
Loss for the year
on continuing operations |
2 |
(36,868
|
) |
(43,586
|
) |
(1,850
|
) | ||||||||
|
|
|||||||||||||||
|
Profit for the year on discontinued
operations |
8 |
12,850
|
2,577
|
2,725
|
|||||||||||
|
|
|||||||||||||||
|
(Loss)/profit for
the year (all attributable to owners of the parent) |
2 |
(24,018
|
) |
(41,009
|
) |
875
|
|||||||||
|
|
|||||||||||||||
|
Basic (loss)/profit per ADS (US
Dollars) – continuing operations |
10 |
(4.81
|
) |
(6.46
|
) |
(0.44
|
) | ||||||||
|
Diluted (loss)/profit per ADS (US
Dollars) – continuing operations |
10 |
(4.81
|
) |
(6.46
|
) |
(0.44
|
) | ||||||||
|
Basic (loss)/profit per ‘A’
ordinary share (US Dollars) –continuing operations |
10 |
(0.24
|
) |
(0.32
|
) |
(0.02
|
) | ||||||||
|
Diluted (loss)/profit) per ‘A’
ordinary share (US Dollars) – continuing operations |
10 |
(0.24
|
) |
(0.32
|
) |
(0.02
|
) | ||||||||
|
Basic (loss)/profit per ADS (US
Dollars) – group |
10 |
(3.14
|
) |
(6.08
|
) |
0.21
|
|||||||||
|
Diluted (loss)/profit per ADS (US
Dollars) – group |
10 |
(3.14
|
) |
(6.08
|
) |
0.16
|
|||||||||
|
Basic (loss)/profit per ‘A’
ordinary share (US Dollars) – group |
10 |
(0.16
|
) |
(0.30
|
) |
0.01
|
|||||||||
|
Diluted (loss)/profit) per ‘A’
ordinary share (US Dollars) – group |
10 |
(0.16
|
) |
(0.30
|
) |
0.01
|
|||||||||
|
|
Year
ended December 31 |
||||||||||||||
|
|
Notes
|
2023
US$‘000
|
2022
US$‘000
|
2021
US$‘000
|
|||||||||||
|
(Loss)/profit
for the year |
2
|
(24,018
|
)
|
(41,009
|
)
|
875
|
|||||||||
|
Other
comprehensive profit/(loss) |
|||||||||||||||
|
Items
that will be reclassified subsequently to profit or loss |
|||||||||||||||
|
Foreign
exchange translation differences |
69
|
(396
|
)
|
(86
|
)
| ||||||||||
|
|
|||||||||||||||
|
Other
comprehensive profit/(loss) |
69
|
(396
|
)
|
(86
|
)
| ||||||||||
|
|
|||||||||||||||
|
Total
Comprehensive (Loss)/profit (all attributable to owners of the parent) |
(23,949
|
)
|
(41,405
|
)
|
789
|
||||||||||
|
|
At
December 31 |
||||||||||
|
|
Notes
|
2023
US$‘000
|
2022
US$‘000
|
||||||||
|
ASSETS
|
|||||||||||
|
Non-current
assets |
|||||||||||
|
Property,
plant and equipment |
11
|
1,892
|
5,682
|
||||||||
|
Goodwill
and intangible assets |
12
|
16,270
|
35,269
|
||||||||
|
Deferred
tax assets |
14
|
1,975
|
4,218
|
||||||||
|
Derivative
financial instruments |
23
|
178
|
128
|
||||||||
|
Other
assets |
15
|
79
|
139
|
||||||||
|
|
|||||||||||
|
Total
non-current assets |
20,394
|
45,436
|
|||||||||
|
|
|||||||||||
|
Current
assets |
|||||||||||
|
Inventories
|
16
|
19,933
|
22,503
|
||||||||
|
Trade
and other receivables |
17
|
13,901
|
15,753
|
||||||||
|
Income
tax receivable |
1,516
|
1,834
|
|||||||||
|
Cash
and cash equivalents |
18
|
3,691
|
6,578
|
||||||||
|
|
|||||||||||
|
Total
current assets |
39,041
|
46,668
|
|||||||||
|
TOTAL
ASSETS |
2
|
59,435
|
92,104
|
||||||||
|
|
|||||||||||
|
EQUITY
AND LIABILITIES |
|||||||||||
|
Equity
attributable to the equity holders of the parent |
|||||||||||
|
Share
capital |
19
|
1,972
|
1,963
|
||||||||
|
Share
premium |
46,619
|
46,458
|
|||||||||
|
Treasury
shares |
19
|
(24,922
|
)
|
(24,922
|
)
| ||||||
|
Accumulated
deficit |
(48,644
|
)
|
(26,695
|
)
| |||||||
|
Translation
reserve |
19
|
(5,706
|
)
|
(5,775
|
)
| ||||||
|
Equity
component of convertible note |
19,
23 |
6,709
|
6,709
|
||||||||
|
Other
reserves |
19
|
23
|
86
|
||||||||
|
|
|||||||||||
|
Total
deficit |
(23,949
|
)
|
(2,176
|
)
| |||||||
|
|
|||||||||||
|
Current
liabilities |
|||||||||||
|
Income
tax payable |
279
|
28
|
|||||||||
|
Trade
and other payables |
21
|
12,802
|
15,375
|
||||||||
|
Provisions
|
22
|
50
|
50
|
||||||||
|
Exchangeable
notes and other borrowings |
23
|
210
|
210
|
||||||||
|
Lease
liabilities |
24
|
1,694
|
1,676
|
||||||||
|
|
|||||||||||
|
Total
current liabilities |
15,035
|
17,339
|
|||||||||
|
|
|||||||||||
|
Non-current
liabilities |
|||||||||||
|
Senior
secured term loan |
23
|
40,109
|
44,301
|
||||||||
|
Derivative
financial liability |
23
|
526
|
1,569
|
||||||||
|
Convertible
Note |
23
|
14,542
|
13,746
|
||||||||
|
Lease
liabilities |
24
|
10,872
|
12,267
|
||||||||
|
Deferred
tax liabilities |
14
|
2,300
|
5,058
|
||||||||
|
|
|||||||||||
|
Total
non-current liabilities |
68,349
|
76,941
|
|||||||||
|
|
|||||||||||
|
TOTAL
LIABILITIES |
2
|
83,384
|
94,280
|
||||||||
|
|
|||||||||||
|
TOTAL
EQUITY AND LIABILITIES |
59,435
|
92,104
|
|||||||||
|
|
Share
capital
‘A’ ordinary shares US$’000 |
Share
premium US$’000 |
Treasury
Shares US$’000 |
Translation
reserve US$’000 |
Equity
Component of Convertible Note
US$’000
|
Other
reserves US$’000 |
Accumulated
(deficit)/surplus US$’000 |
Total
US$’000 |
||||||||||||||||||||||||
|
Balance
at January 1, 2021 |
1,213
|
16,187
|
(24,922
|
)
|
(5,293
|
)
|
-
|
23
|
10,573
|
(2,219
|
)
| |||||||||||||||||||||
|
Profit
for the period |
-
|
-
|
-
|
-
|
-
|
-
|
875
|
875
|
||||||||||||||||||||||||
|
Other
comprehensive income |
-
|
-
|
-
|
(86
|
)
|
-
|
-
|
-
|
(86
|
)
| ||||||||||||||||||||||
| - | - | - | - | |||||||||||||||||||||||||||||
|
Total
comprehensive loss |
-
|
-
|
-
|
(86
|
)
|
-
|
-
|
875
|
789
|
|||||||||||||||||||||||
|
Share-based
payments (Note 20) |
-
|
-
|
-
|
-
|
-
|
-
|
1,111
|
1,111
|
||||||||||||||||||||||||
| - | - | |||||||||||||||||||||||||||||||
|
Balance
at December 31, 2021 |
1,213
|
16,187
|
(24,922
|
)
|
(5,379
|
)
|
-
|
23
|
12,559
|
(319
|
)
| |||||||||||||||||||||
|
Balance
at January 1, 2022 |
1,213
|
16,187
|
(24,922
|
)
|
(5,379
|
)
|
-
|
23
|
12,559
|
(319
|
)
| |||||||||||||||||||||
|
Loss
for the period |
-
|
-
|
-
|
-
|
-
|
-
|
(41,009
|
)
|
(41,009
|
)
| ||||||||||||||||||||||
|
Other
comprehensive loss |
-
|
-
|
-
|
(396
|
)
|
-
|
-
|
-
|
(396
|
)
| ||||||||||||||||||||||
| - | - | |||||||||||||||||||||||||||||||
|
Total
comprehensive loss |
-
|
-
|
-
|
(396
|
)
|
-
|
-
|
(41,009
|
)
|
(41,405
|
)
| |||||||||||||||||||||
|
Shares
issued in the year (Note 19) |
750
|
30,271
|
-
|
-
|
-
|
-
|
-
|
31,021
|
||||||||||||||||||||||||
|
Shares
to be issued |
-
|
-
|
-
|
-
|
-
|
63
|
-
|
63
|
||||||||||||||||||||||||
|
Equity
component of convertible note (Note 19) |
-
|
-
|
-
|
-
|
6,709
|
-
|
-
|
6,709
|
||||||||||||||||||||||||
|
Share-based
payments (Note 20) |
-
|
-
|
-
|
-
|
-
|
-
|
1,755
|
1,755
|
||||||||||||||||||||||||
| - | - | |||||||||||||||||||||||||||||||
|
Balance
at December 31, 2022 |
1,963
|
46,458
|
(24,922
|
)
|
(5,775
|
)
|
6,709
|
86
|
(26,695
|
)
|
(2,176
|
)
| ||||||||||||||||||||
|
Balance
at January 1, 2023 |
1,963
|
46,458
|
(24,922
|
)
|
(5,775
|
)
|
6,709
|
86
|
(26,695
|
)
|
(2,176
|
)
| ||||||||||||||||||||
|
Loss
for the period |
-
|
-
|
-
|
-
|
-
|
-
|
(24,018
|
)
|
(24,018
|
)
| ||||||||||||||||||||||
|
Other
comprehensive income |
-
|
-
|
-
|
69
|
-
|
-
|
-
|
69
|
||||||||||||||||||||||||
|
Total
comprehensive loss |
-
|
-
|
-
|
69
|
-
|
-
|
(24,018
|
)
|
(23,949
|
)
| ||||||||||||||||||||||
|
Shares
issued in the year (Note 19) |
9
|
161
|
-
|
-
|
-
|
(63
|
)
|
-
|
107
|
|||||||||||||||||||||||
|
Share-based
payments (Note 20) |
- |
- |
- |
- |
- |
- |
2,069
|
2,069
|
||||||||||||||||||||||||
|
Balance
at December 31, 2023 |
1,972
|
46,619
|
(24,922
|
)
|
(5,706
|
)
|
6,709
|
23
|
(48,644
|
)
|
(23,949
|
)
| ||||||||||||||||||||
|
|
Year ended December 31, |
||||||||||||||
|
|
Notes |
2023
US$‘000 |
2022
US$‘000 |
2021
US$‘000 |
|||||||||||
|
Cash flows from
operating activities |
|||||||||||||||
|
(Loss)/profit for the year
|
(24,018
|
) |
(41,009
|
) |
875
|
||||||||||
|
Adjustments to
reconcile net profit/(loss) to cash provided by operating activities: |
|||||||||||||||
|
Depreciation |
9,11 |
831
|
1,410
|
1,827
|
|||||||||||
|
Amortisation |
9,12 |
946
|
923
|
917
|
|||||||||||
|
Income tax credit |
7 |
(59
|
) |
(192
|
) |
(167
|
) | ||||||||
|
Financial income |
6 |
(1,171
|
) |
(303
|
) |
(1,223
|
) | ||||||||
|
Financial expense |
6 |
11,053
|
24,745
|
7,097
|
|||||||||||
|
Share-based payments (net of capitalized
amounts) |
20 |
2,069
|
1,755
|
1,100
|
|||||||||||
|
Foreign exchange gains on operating
cash flows |
238
|
(76
|
) |
(251
|
) | ||||||||||
|
Loss/(gain) on disposal or retirement
of property, plant and equipment |
9 |
-
|
2
|
(1
|
) | ||||||||||
|
Movement in inventory provision
|
16 |
2,291
|
7,391
|
5,589
|
|||||||||||
|
Impairment of prepayments
|
5, 17 |
-
|
482
|
583
|
|||||||||||
|
Impairment
of property, plant and equipment |
5, 11 |
3,772
|
733
|
2,508
|
|||||||||||
|
Impairment of intangible assets
|
5, 12 |
5,833
|
4,624
|
3,853
|
|||||||||||
|
Impairment of financial assets
|
5,13 |
1,500
|
-
|
-
|
|||||||||||
|
Gain on sale of business |
8 |
(12,718
|
) |
-
|
-
|
||||||||||
|
Other non-cash items |
257
|
269
|
(5,317
|
) | |||||||||||
|
|
|||||||||||||||
|
Operating cash
flows before changes in working capital |
(9,176
|
) |
754
|
17,390
|
|||||||||||
|
Decrease/(increase) in trade and
other receivables |
1,047
|
(966
|
) |
6,236
|
|||||||||||
|
Increase in inventories |
(971
|
) |
(877
|
) |
(4,406
|
) | |||||||||
|
(Decrease)/increase in trade and
other payables |
(2,769
|
) |
181
|
(7,591
|
) | ||||||||||
|
|
|||||||||||||||
|
Cash (used in)/generated
from operations |
(11,869
|
) |
(908
|
) |
11,629
|
||||||||||
|
Interest paid |
-
|
-
|
(11
|
) | |||||||||||
|
Interest received |
-
|
2
|
1
|
||||||||||||
|
Income taxes received/(paid)
|
312
|
(15
|
) |
1,619
|
|||||||||||
|
|
|||||||||||||||
|
Net cash (used
in)/generated by operating activities |
(11,557
|
) |
(921
|
) |
13,238
|
||||||||||
|
|
|||||||||||||||
|
Cash flows from
investing activities |
|||||||||||||||
|
Payments to acquire intangible assets
|
(1,901
|
) |
(4,876
|
) |
(6,879
|
) | |||||||||
|
Acquisition of property, plant and
equipment |
(803
|
) |
(1,101
|
) |
(1,812
|
) | |||||||||
|
Payments to acquire financial asset
|
13 |
(700
|
) |
-
|
-
|
||||||||||
|
Proceeds from sale of business (net
of transaction costs) |
8 |
28,160
|
-
|
-
|
|||||||||||
|
|
|||||||||||||||
|
Net cash generated
by/(used in) investing activities |
24,756
|
(5,977
|
) |
(8,691
|
) | ||||||||||
|
|
|||||||||||||||
|
Cash flows from
financing activities |
|||||||||||||||
|
Issue of ordinary share capital
including share premium (net of issuance costs) |
19 |
-
|
25,336
|
-
|
|||||||||||
|
Proceeds from shares to be issued
|
-
|
63
|
-
|
||||||||||||
|
Net proceeds from senior secured
term loan |
23 |
5,000
|
80,015
|
-
|
|||||||||||
|
Proceeds from convertible note issued
|
23 |
-
|
20,000
|
-
|
|||||||||||
|
Expenses paid in connection with
debt financing |
23 |
(147
|
) |
(2,356
|
) |
(848
|
) | ||||||||
|
Purchase of exchangeable notes
|
23 |
-
|
(86,730
|
) |
-
|
||||||||||
|
Repayment of senior secured term
loan |
23 |
(10,050
|
) |
(34,500
|
) |
-
|
|||||||||
|
Penalty for early settlement of
term loan |
23 |
(905
|
) |
(3,450
|
) |
-
|
|||||||||
|
Repayment of other loan |
-
|
(23
|
) |
-
|
|||||||||||
|
Interest paid on senior secured
term loan |
(7,314
|
) |
(6,424
|
) |
-
|
||||||||||
|
Interest paid on convertible note
|
(300
|
) |
(199
|
) |
-
|
||||||||||
|
Proceeds from Paycheck Protection
loans |
-
|
-
|
1,764
|
||||||||||||
|
Interest paid on exchangeable notes
|
28 |
(8
|
) |
(1,293
|
) |
(3,996
|
) | ||||||||
|
Payment of lease liabilities
|
28 |
(2,318
|
) |
(2,761
|
) |
(2,939
|
) | ||||||||
|
|
|||||||||||||||
|
Net cash used in
financing activities |
(16,042
|
) |
(12,322
|
) |
(6,019
|
) | |||||||||
|
|
|||||||||||||||
|
Decrease in cash and cash equivalents
and short-term investments |
(2,843
|
) |
(19,220
|
) |
(1,472
|
) | |||||||||
|
Effects of exchange rate movements on cash held |
(44
|
) |
(112
|
) |
55
|
||||||||||
|
Cash and cash equivalents and short-term
investments at beginning of year |
6,578
|
25,910
|
27,327
|
||||||||||||
|
|
|||||||||||||||
|
Cash and cash equivalents
and short-term investments at end of year |
18 |
3,691
|
6,578
|
25,910
|
|||||||||||
| 1. |
BASIS
OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES |
The principal accounting policies adopted by Trinity Biotech plc (“the Company”) and its subsidiaries (together the “the Group”) are set out below.
| i) |
General
information |
| ii) |
Statement
of compliance |
| iii) |
Basis
of preparation |
101
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 1. |
BASIS
OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
| iv) |
Basis
of consolidation |
| v) |
Property,
plant and equipment |
|
•
Leasehold improvements |
5-15
years | |
|
•
Buildings |
50
years | |
|
•
Office equipment and fittings |
10
years | |
|
•
Computer equipment |
3-5
years | |
|
•
Plant and equipment |
5-15
years | |
102
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 1. |
BASIS OF PREPARATION
AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
|
|
The
Group considers whether a contract is or contains a lease. A lease is defined as ‘a contract, or part of a contract, that conveys
the right to use an asset (the underlying asset) for a period of time in exchange for consideration’. To apply this definition the
Group assesses whether the contract meets three key evaluations which are whether: |
| • |
the contract contains an identified asset, which is either explicitly identified in the contract or implicitly specified by being identified at the time the asset is made available to the Group | |
| • |
the Group has the right to obtain substantially all of the economic benefits from use of the identified asset throughout the period of use, considering its rights within the defined scope of the contract | |
| • |
the Group has the right to direct the use of the identified asset throughout the period of use. The Group assess whether it has the right to direct ‘how and for what purpose’ the asset is used throughout the period of use. |
| vi) |
Goodwill
|
103
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 1. |
BASIS OF PREPARATION
AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
At the acquisition
date, any goodwill is allocated to each of the cash-generating units expected to benefit from the combination’s synergies. Following
initial recognition, goodwill is stated at cost less any accumulated impairment losses.
| vii) |
Intangibles,
including research and development (other than goodwill) |
104
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 1. |
BASIS OF PREPARATION
AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
|
•
Capitalised development costs |
15
years | |
|
•
Patents and licences |
6-15
years | |
|
•
Other (including acquired customer and supplier lists) |
6-15
years | |
| (a) |
once
a diagnostic test becomes established, customers are reluctant to change to new technology until it is fully proven, thus resulting in
relatively long product life cycles. There is also reluctance in customers to change to a new product as it can be costly both in terms
of the initial changeover cost and as new technology is typically more expensive. |
| (b) |
demand
for the diagnostic tests is enduring and robust within a wide geographic base. The diseases that the products diagnose are widely prevalent
(HIV, Diabetes and Chlamydia being just three examples) in many countries. There is a general consensus that these diseases will continue
to be widely prevalent in the future. Demand for biosensors is showing high growth in recent years due to the ease of use and the appeal
of real time information. |
| (c) |
there
are significant barriers to new entrants in this industry. Patents and/or licences are in place for several of our products, though this
is not the only barrier to entry. There is a significant cost and time to develop new products, it is necessary to obtain regulatory approval
and tests are protected by proprietary know-how, manufacturing techniques and trade secrets. |
| viii) |
Impairment
|
105
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 1. |
BASIS
OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
|
viii) |
Impairment (continued) |
In-process research and development (IPR&D) is tested for impairment on a bi-annual basis, and always at year end, or more frequently if impairment indicators are present, using projected discounted cash flow models. If IPR&D becomes impaired or is abandoned, the carrying value of the IPR&D is written down to its revised fair value with the related impairment charge recognised in the period in which the impairment occurs. If the fair value of the asset becomes impaired as the result of unfavorable data from any ongoing or future clinical trial, changes in assumptions that negatively impact projected cash flows, or because of any other information regarding the prospects of successfully developing or commercializing our programs, we could incur significant charges in the period in which the impairment occurs. The valuation techniques utilized in performing impairment tests incorporate significant assumptions and judgments to estimate the fair value, as described above. The use of different valuation techniques or different assumptions could result in materially different fair value estimates.
| ix) |
Financial
Assets |
On initial recognition, a financial asset is classified as measured at amortised cost and subsequently measured using the effective interest rate (EIR) method and subject to impairment. Financial assets may also be initially measured at fair value with any movement being reflected through other comprehensive income or the Consolidated Income Statement.
| x) |
Inventories
|
Inventories are stated at the lower of cost and net realisable value. Cost is based on the first-in, first-out principle and includes all expenditure which has been incurred in bringing the products to their present location and condition and includes an appropriate allocation of manufacturing overhead based on the normal level of operating capacity. Net realisable value is the estimated selling price of inventory on hand in the ordinary course of business less all further costs to completion and costs expected to be incurred in selling these products.
106
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 1. |
BASIS OF PREPARATION
AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
| xi) |
Trade
and other receivables |
| xii) |
Trade
and other payables |
| xiii) |
Cash
and cash equivalents
Cash
and cash equivalents comprise cash balances and short-term deposits which are readily available at year-end. Deposits with maturities
less than six months as at the year-end date are recognised as cash and cash equivalents and are carried at fair value when there is no
expected loss in value on early termination. The Group has no short-term bank overdraft facilities. Where restrictions are imposed by
third parties, such as lending institutions, on cash balances held by the Group these are treated as financial assets in the financial
statements. |
| xiv) |
Share-based
payments |
107
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 1. |
BASIS OF PREPARATION
AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
| xv) |
Government
grants and financial support |
| xvi) |
Revenue recognition |
Goods sold and services rendered
108
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 1. |
BASIS OF PREPARATION
AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
| xvii) |
Employee
benefits |
| xviii) |
Foreign
currency |
109
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 1. |
BASIS OF PREPARATION
AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
| xix) |
Hedging |
The activities of the Group expose it primarily to changes in foreign exchange rates and interest rates. The Group uses derivative financial instruments, from time to time, such as forward foreign exchange contracts to hedge these exposures.
| xx) |
Exchangeable
notes and derivative financial instruments |
110
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 1. |
BASIS OF PREPARATION
AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
| xxi) |
Senior
secured term loan |
| xxii) |
Warrants
and loan prepayment option |
| xxiii) |
Convertible Note |
111
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 1. |
BASIS OF PREPARATION
AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
| xxiv) |
Segment reporting |
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors.
| xxv) |
Tax
(current and deferred) |
| i. |
Where
the deferred tax liability arises from goodwill not deductible for tax purposes or the initial recognition of an asset or a liability
in a transaction that is not a business combination and affects neither the accounting profit nor the taxable profit or loss at the time
of the transaction; and |
| ii. |
Where,
in respect of temporary differences associated with investments in subsidiary undertakings, the timing of the reversal of the temporary
difference is subject to control and it is probable that the temporary difference will not reverse in the foreseeable future.
|
| xxvi) |
Provisions and
contingent liabilities |
112
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 1. |
BASIS OF PREPARATION
AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
| xxvii) |
Cost of sales |
| xxviii) |
Finance
income and costs |
| xxix) |
Treasury
shares |
| xxx) |
Equity
|
| xxxi) |
Profit
or loss from discontinued operations |
| xxxii) |
Fair
values |
113
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 1. |
BASIS OF PREPARATION
AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
| xxxiii) |
New
IFRS Standards |
| • |
Classification
of Liabilities as Current or Non-current (Amendments to IAS 1), effective from 1 January 2024 |
| • |
Lease
Liability in a Sale and Leaseback (Amendments to IFRS 16), effective from 1 January 2024 |
| • |
Supplier
Finance Arrangements (Amendments to IAS 7 and IFRS 7), effective from 1 January 2024 |
| • |
Non-current
Liabilities with Covenants (Amendments to IAS 1), effective from 1 January 2024 |
| • |
General
Requirements for Disclosure of Sustainability-related Financial Information (IFRS S1), effective from 1 January 2024
|
| • |
Climate-related
Disclosures (IFRS S2), effective from 1 January 2024 |
| • |
Lack
of Exchangeability (Amendments to IAS 21), effective from 1 January 2025 |
| xxxiv) |
Standards,
amendments and interpretations to existing IFRS Standards that are not yet effective |
114
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 2. |
SEGMENT INFORMATION |
| i) |
The
distribution of revenue by geographical area based on location of assets was as follows: |
|
Revenue
|
Americas
|
Rest
of World Ireland |
Eliminations
|
Total
|
||||||||||||
|
Year
ended December 31, 2023 |
US$‘000
|
US$‘000
|
US$’000
|
US$‘000
|
||||||||||||
|
Revenue
from external customers |
44,984
|
11,848
|
-
|
56,832
|
||||||||||||
|
Inter-segment
revenue |
21,867
|
872
|
(22,739
|
)
|
-
|
|||||||||||
|
|
||||||||||||||||
|
Total
revenue |
66,851
|
12,720
|
(22,739
|
)
|
56,832
|
|||||||||||
|
Revenue
|
Americas
|
Rest
of World Ireland |
Eliminations
|
Total
|
||||||||||||
|
Year
ended December 31, 2022 |
US$‘000
|
US$‘000
|
US$’000
|
US$‘000
|
||||||||||||
|
Revenue
from external customers |
50,508
|
12,013
|
-
|
62,521
|
||||||||||||
|
Inter-segment
revenue |
26,110
|
828
|
(26,938
|
)
|
-
|
|||||||||||
|
|
||||||||||||||||
|
Total
revenue |
76,618
|
12,841
|
(26,938
|
)
|
62,521
|
|||||||||||
115
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 2. |
SEGMENT INFORMATION (CONTINUED)
|
|
Revenue
|
Americas
|
Rest
of World Ireland |
Eliminations
|
Total
|
||||||||||||
|
Year
ended December 31, 2021 |
US$‘000
|
US$‘000
|
US$’000
|
US$‘000
|
||||||||||||
|
Revenue
from external customers |
67,249
|
13,900
|
-
|
81,149
|
||||||||||||
|
Inter-segment
revenue |
49,059
|
2,517
|
(51,576
|
)
|
-
|
|||||||||||
|
|
||||||||||||||||
|
Total
revenue |
116,308
|
16,417
|
(51,576
|
)
|
81,149
|
|||||||||||
| ii) |
The distribution of revenue by customers’
geographical area was as follows: |
|
Revenue
|
December 31,
2023
US$‘000
|
December 31,
2022
US$‘000
|
December 31,
2021
US$‘000
|
|||||||||
|
Americas
|
32,282
|
35,557
|
52,779
|
|||||||||
|
Asia
/ Africa |
18,909
|
20,401
|
21,402
|
|||||||||
|
Europe
(including Ireland) * |
5,641
|
6,563
|
6,968
|
|||||||||
|
|
||||||||||||
|
|
56,832
|
62,521
|
81,149
|
|||||||||
| * |
Revenue from customers in Ireland is not disclosed separately due to the immateriality of these
revenues. |
| iii) |
The distribution of revenue by major product group
was as follows: |
|
Revenue
|
December 31,
2023
US$‘000
|
December 31,
2022
US$‘000
|
December 31,
2021
US$‘000
|
|||||||||
|
Clinical
laboratory goods |
42,288
|
46,036
|
62,884
|
|||||||||
|
Clinical
laboratory services |
5,453
|
7,272
|
7,928
|
|||||||||
|
Point-of-care
|
9,091
|
9,213
|
10,337
|
|||||||||
|
|
||||||||||||
|
|
56,832
|
62,521
|
81,149
|
|||||||||
| iv) |
The group has recognised the following amounts
relating to revenue in the consolidated statement of operations: |
|
Revenue
|
December 31,
2023
US$‘000
|
December 31,
2022
US$‘000
|
December 31,
2021
US$‘000
|
|||||||||
|
Revenue
from contracts with customers |
56,832
|
62,521
|
81,149
|
|||||||||
|
|
||||||||||||
|
|
56,832
|
62,521
|
81,149
|
|||||||||
116
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
2.
|
SEGMENT
INFORMATION (CONTINUED) |
| (v) |
Disaggregation
of revenue from contracts with customers:
The Group derives revenue
from the transfer of goods and services over time and at a point in time in the following geographical areas: |
|
Timing
of revenue recognition |
Americas
|
Rest
of World Ireland |
Total
|
|||||||||
|
Year
ended December 31, 2023 |
US$‘000
|
US$‘000
|
US$‘000
|
|||||||||
|
At
a point in time |
44,692
|
11,848
|
56,540
|
|||||||||
|
Over
time |
292
|
-
|
292
|
|||||||||
|
|
||||||||||||
|
Total
|
44,984
|
11,848
|
56,832
|
|||||||||
|
Timing
of revenue recognition |
Americas
|
Rest
of World
Ireland
|
Total
|
|||||||||
|
Year
ended December 31, 2022 |
US$‘000
|
US$‘000
|
US$‘000
|
|||||||||
|
At
a point in time |
50,174
|
12,013
|
62,187
|
|||||||||
|
Over
time |
334
|
-
|
334
|
|||||||||
|
|
||||||||||||
|
Total
|
50,508
|
12,013
|
62,521
|
|||||||||
|
Timing
of revenue recognition |
Americas
|
Rest
of World
Ireland
|
Total
|
|||||||||
|
Year
ended December 31, 2021 |
US$‘000
|
US$‘000
|
US$‘000
|
|||||||||
|
At
a point in time |
66,806
|
13,900
|
80,706
|
|||||||||
|
Over
time |
443
|
-
|
443
|
|||||||||
|
|
||||||||||||
|
Total
|
67,249
|
13,900
|
81,149
|
|||||||||
|
(vi)
|
The Group derives revenue
from the transfer of goods and services over time and at a point in time based on customers’ geographical area as follows:
|
|
Timing
of revenue recognition |
Americas
|
Asia
/ Africa |
Europe
|
Total
|
||||||||||||
|
Year
ended December 31, 2023 |
US$‘000
|
US$‘000
|
US$‘000
|
US$‘000
|
||||||||||||
|
At
a point in time |
31,990
|
18,909
|
5,641
|
56,540
|
||||||||||||
|
Over
time |
292
|
-
|
-
|
292
|
||||||||||||
|
|
||||||||||||||||
|
Total
|
32,282
|
18,909
|
5,641
|
56,832
|
||||||||||||
|
Timing
of revenue recognition |
Americas
|
Asia
/ Africa |
Europe
|
Total
|
||||||||||||
|
Year
ended December 31, 2022 |
US$‘000
|
US$‘000
|
US$‘000
|
US$‘000
|
||||||||||||
|
At
a point in time |
35,223
|
20,401
|
6,563
|
62,187
|
||||||||||||
|
Over
time |
334
|
-
|
-
|
334
|
||||||||||||
|
|
||||||||||||||||
|
Total
|
35,557
|
20,401
|
6,563
|
62,521
|
||||||||||||
117
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 2. |
SEGMENT INFORMATION (CONTINUED)
|
|
Timing
of revenue recognition |
Americas
|
Asia
/ Africa |
Europe
|
Total
|
||||||||||||
|
Year
ended December 31, 2021 |
US$‘000
|
US$‘000
|
US$‘000
|
US$‘000
|
||||||||||||
|
At
a point in time |
52,336
|
21,402
|
6,968
|
80,706
|
||||||||||||
|
Over
time |
443
|
-
|
-
|
443
|
||||||||||||
|
|
||||||||||||||||
|
Total
|
52,779
|
21,402
|
6,968
|
81,149
|
||||||||||||
|
vii)
|
The distribution
of segment results by geographical area was as follows: |
|
|
Rest
of World |
|||||||||||||||
|
|
Americas
|
Ireland
|
Other
|
Total
|
||||||||||||
|
Year
ended December 31, 2023 |
US$‘000
|
US$‘000
|
US$‘000
|
US$‘000
|
||||||||||||
|
Result
before impairment and unallocated expenses |
(4,365
|
)
|
(7,886
|
)
|
(104
|
)
|
(12,355
|
)
| ||||||||
|
Impairment
charges |
(11,105
|
)
|
-
|
-
|
(11,105
|
)
| ||||||||||
|
|
||||||||||||||||
|
Result
after impairment |
(15,470
|
)
|
(7,886
|
)
|
(104
|
)
|
(23,460
|
)
| ||||||||
|
Unallocated
expenses * |
(3,585
|
)
| ||||||||||||||
|
|
||||||||||||||||
|
Operating
loss |
(27,045
|
)
| ||||||||||||||
|
Net
financing expense (Note 6) |
(9,882
|
)
| ||||||||||||||
|
|
||||||||||||||||
|
Loss
before tax |
(36,927
|
)
| ||||||||||||||
|
Income
tax credit (Note 7) |
59
|
|||||||||||||||
|
|
||||||||||||||||
|
Loss
for the year on continuing operations |
(36,868
|
)
| ||||||||||||||
|
Profit
for the year on discontinued operations (Note 8) |
12,850
|
|||||||||||||||
|
|
||||||||||||||||
|
Loss
for the year |
(24,018
|
)
| ||||||||||||||
|
|
Rest
of World |
|||||||||||||||
|
|
Americas
|
Ireland
|
Other
|
Total
|
||||||||||||
|
Year
ended December 31, 2022 |
US$‘000
|
US$‘000
|
US$‘000
|
US$‘000
|
||||||||||||
|
Result
before impairment and unallocated expenses |
(5,892
|
)
|
(5,112
|
)
|
(33
|
)
|
(11,037
|
)
| ||||||||
|
Impairment
charges |
(2,331
|
)
|
(3,508
|
)
|
-
|
(5,839
|
)
| |||||||||
|
|
||||||||||||||||
|
Result
after impairment |
(8,223
|
)
|
(8,620
|
)
|
(33
|
)
|
(16,876
|
)
| ||||||||
|
Unallocated
expenses * |
(2,473
|
)
| ||||||||||||||
|
|
||||||||||||||||
|
Operating
loss |
(19,349
|
)
| ||||||||||||||
|
Net
financing expense (Note 6) |
(24,431
|
)
| ||||||||||||||
|
|
||||||||||||||||
|
Loss
before tax |
(43,780
|
)
| ||||||||||||||
|
Income
tax charge (Note 7) |
194
|
|||||||||||||||
|
|
||||||||||||||||
|
Loss
for the year on continuing operations |
(43,586
|
)
| ||||||||||||||
|
Profit
for the year on discontinued operations (Note 8) |
2,577
|
|||||||||||||||
|
|
||||||||||||||||
|
Loss
for the year |
(41,009
|
)
| ||||||||||||||
118
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 2. |
SEGMENT INFORMATION (CONTINUED)
|
|
|
Rest
of World |
|||||||||||||||
|
|
Americas
|
Ireland
|
Other
|
Total
|
||||||||||||
|
Year
ended December 31, 2021 |
US$‘000
|
US$‘000
|
US$‘000
|
US$‘000
|
||||||||||||
|
Result
before impairment and unallocated expenses |
9,276
|
2,397
|
(12
|
)
|
11,661
|
|||||||||||
|
Impairment
|
(6,088
|
)
|
(856
|
)
|
-
|
(6,944
|
)
| |||||||||
|
|
||||||||||||||||
|
Result
after impairment |
3,188
|
1,541
|
(12
|
)
|
4,717
|
|||||||||||
|
Unallocated
expenses * |
(779
|
)
| ||||||||||||||
|
|
||||||||||||||||
|
Operating
profit |
3,938
|
|||||||||||||||
|
Net
financing expense (Note 6) |
(5,862
|
)
| ||||||||||||||
|
|
||||||||||||||||
|
Loss
before tax |
(1,924
|
)
| ||||||||||||||
|
Income
tax credit (Note 7) |
74
|
|||||||||||||||
|
|
||||||||||||||||
|
Loss
for the year on continuing operations |
(1,850
|
)
| ||||||||||||||
|
Profit
for the year on discontinued operations (Note 8) |
2,725
|
|||||||||||||||
|
|
||||||||||||||||
|
Profit
for the year |
875
|
|||||||||||||||
| * |
Unallocated
expenses represent head office general and administration costs of the Group, which cannot be allocated to the results of any specific
geographical area. |
| viii) |
The distribution of segment assets and segment
liabilities by geographical area was as follows: |
|
|
Rest
of World |
|||||||||||||||
|
|
Americas
|
Ireland
|
Other
|
Total
|
||||||||||||
|
As
at December 31, 2023 |
US$‘000
|
US$‘000
|
US$‘000
|
US$‘000
|
||||||||||||
|
Assets
and liabilities |
||||||||||||||||
|
Segment
assets |
26,230
|
26,023
|
-
|
52,253
|
||||||||||||
|
Unallocated
assets: |
||||||||||||||||
|
Income
tax assets (current and deferred) |
3,491
|
|||||||||||||||
|
Cash
and cash equivalents and short-term investments |
3,691
|
|||||||||||||||
|
Total
assets as reported in the Group balance sheet |
59,435
|
|||||||||||||||
|
|
||||||||||||||||
|
Segment
liabilities |
49,398
|
31,387
|
20
|
80,805
|
||||||||||||
|
Unallocated
liabilities: |
||||||||||||||||
|
Income
tax liabilities (current and deferred) |
2,579
|
|||||||||||||||
|
|
||||||||||||||||
|
Total
liabilities as reported in the Group balance sheet |
83,384
|
|||||||||||||||
119
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 2. |
SEGMENT
INFORMATION (CONTINUED) |
|
|
Rest
of World |
|||||||||||||||
|
|
Americas
|
Ireland
|
Other
|
Total
|
||||||||||||
|
As
at December 31, 2022 |
US$‘000
|
US$‘000
|
US$‘000
|
US$‘000
|
||||||||||||
|
Assets
and liabilities |
||||||||||||||||
|
Segment
assets |
41,779
|
37,695
|
-
|
79,474
|
||||||||||||
|
Unallocated
assets: |
||||||||||||||||
|
Income
tax assets (current and deferred) |
6,052
|
|||||||||||||||
|
Cash
and cash equivalents and short-term investments |
6,578
|
|||||||||||||||
|
Total
assets as reported in the Group balance sheet |
92,104
|
|||||||||||||||
|
|
||||||||||||||||
|
Segment
liabilities |
58,307
|
30,845
|
42
|
89,194
|
||||||||||||
|
Unallocated
liabilities: |
||||||||||||||||
|
Income
tax liabilities (current and deferred) |
5,086
|
|||||||||||||||
|
|
||||||||||||||||
|
Total
liabilities as reported in the Group balance sheet |
94,280
|
|||||||||||||||
| ix) |
The distribution of
long-lived assets, which are property, plant and equipment, goodwill and intangible assets and other non-current assets (excluding deferred
tax assets and derivative financial instruments), by geographical area was as follows: |
|
|
December 31,
2023
US$‘000
|
December 31,
2022
US$‘000
|
||||||
|
Rest
of World – Ireland |
12,448
|
21,180
|
||||||
|
Americas
|
5,793
|
19,910
|
||||||
|
|
||||||||
|
|
18,241
|
41,090
|
||||||
| x) |
The distribution of depreciation and amortisation
by geographical area was as follows: |
|
|
December 31,
2023
US$‘000
|
December 31,
2022
US$‘000
|
December 31,
2021
US$‘000
|
|||||||||
|
Depreciation:
|
||||||||||||
|
Rest
of World – Ireland |
162
|
123
|
159
|
|||||||||
|
Americas
|
668
|
1,282
|
1,662
|
|||||||||
|
|
||||||||||||
|
|
830
|
1,405
|
1,821
|
|||||||||
|
|
||||||||||||
|
Amortisation:
|
||||||||||||
|
Rest
of World – Ireland |
458
|
89
|
51
|
|||||||||
|
Americas
|
487
|
800
|
848
|
|||||||||
|
|
||||||||||||
|
|
945
|
889
|
899
|
|||||||||
| xi) |
The distribution of share-based payment expense
by geographical area was as follows: |
|
|
December 31,
2023
US$‘000
|
December 31,
2022 US$‘000 |
December 31,
2021 US$‘000 |
|||||||||
|
Rest
of World – Ireland |
1,650
|
632
|
1,072
|
|||||||||
|
Americas
|
419
|
1,123
|
28
|
|||||||||
|
|
||||||||||||
|
|
2,069
|
1,755
|
1,100
|
|||||||||
120
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 2. |
SEGMENT INFORMATION (CONTINUED) |
| xii) |
The distribution of taxation credit/(expense)
by geographical area was as follows: |
|
|
December 31,
2023
US$‘000
|
December 31,
2022
US$‘000
|
December 31,
2021
US$‘000
|
|||||||||
|
Rest
of World – Ireland |
(385
|
) |
286
|
436
|
||||||||
|
Rest
of World – Other |
(235
|
) |
(4
|
)
|
(2
|
)
| ||||||
|
Americas
|
679
|
(88
|
)
|
(360
|
)
| |||||||
|
|
||||||||||||
|
|
59
|
194
|
74
|
|||||||||
| xiii) |
During
2023 and 2022 there were no customers generating 10% or more of total revenues. In 2021, one customer accounted for more than 10% of total
revenues. |
| xiv) |
The
distribution of capital expenditure by geographical area was as follows: |
|
|
December 31
2023
US$‘000
|
December 31,
2022
US$‘000
|
||||||
|
Rest
of World – Ireland |
251
|
2,443
|
||||||
|
Rest
of World – Other |
-
|
-
|
||||||
|
Americas
|
2,547
|
4,370
|
||||||
|
|
||||||||
|
|
2,798
|
6,813
|
||||||
| 3. |
EMPLOYMENT
|
|
|
December 31,
2023
|
December 31,
2022
|
December 31,
2021
|
|||||||||
|
Research
and development |
23
|
26
|
25
|
|||||||||
|
Administration
and sales |
99
|
105
|
119
|
|||||||||
|
Manufacturing
and quality |
258
|
253
|
318
|
|||||||||
|
|
||||||||||||
|
|
380
|
384
|
462
|
|||||||||
|
|
December 31,
2023
US$‘000
|
December 31,
2022
US$‘000
|
December 31,
2021
US$‘000
|
|||||||||
|
Wages
and salaries |
23,718
|
22,364
|
25,320
|
|||||||||
|
Social
welfare costs |
2,061
|
1,965
|
2,346
|
|||||||||
|
Pension
costs |
508
|
347
|
351
|
|||||||||
|
Share-based
payments |
2,069
|
1,755
|
1,100
|
|||||||||
|
Restructuring
cost |
485
|
274
|
270
|
|||||||||
|
|
||||||||||||
|
|
28,841
|
26,705
|
29,387
|
|||||||||
121
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 3. |
EMPLOYMENT
(CONTINUED) |
Employment costs including discontinued operations, are analysed as follows:
|
|
December 31,
2023
US$‘000
|
December 31,
2022
US$‘000
|
December 31,
2021
US$‘000
|
|||||||||
|
Wages
and salaries |
24,343
|
23,608
|
26,561
|
|||||||||
|
Social
welfare costs |
2,097
|
2,036
|
2,403
|
|||||||||
|
Pension
costs |
510
|
352
|
352
|
|||||||||
|
Share-based
payments |
2,069
|
1,755
|
1,100
|
|||||||||
|
Restructuring
cost |
485
|
274
|
270
|
|||||||||
|
|
||||||||||||
|
|
29,504
|
28,025
|
30,686
|
|||||||||
| 4. |
OTHER
OPERATING INCOME |
|
|
December 31,
2023
US$‘000
|
December 31,
2022
US$‘000
|
December 31,
2021
US$‘000
|
|||||||||
|
Other
income |
138
|
-
|
-
|
|||||||||
|
Rental
income from premises |
3
|
3
|
4
|
|||||||||
|
Government
supports - COVID-19 |
-
|
7
|
4,424
|
|||||||||
|
Government
grants |
-
|
333
|
-
|
|||||||||
|
|
||||||||||||
|
|
141
|
343
|
4,428
|
|||||||||
122
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 5. |
IMPAIRMENT
CHARGES |
|
December 31,
|
December 31,
|
December 31,
|
||||||||||
|
2023
|
2022
|
2021
|
||||||||||
|
|
US$’000
|
US$’000
|
US$’000
|
|||||||||
|
Selling,
general & administration expenses |
||||||||||||
|
Impairment
of PP&E (Note 11) |
3,772
|
733
|
2,508
|
|||||||||
|
Impairment
of goodwill and other intangible assets (Note 12) |
5,833
|
4,624
|
3,853
|
|||||||||
|
Impairment
of prepayments (Note 17) |
-
|
482
|
583
|
|||||||||
|
Impairment
of financial assets (Note 13) |
1,500
|
-
|
-
|
|||||||||
|
Total
impairment loss |
11,105
|
5,839
|
6,944
|
|||||||||
|
|
December 31,
2023
US$‘000
|
December 31,
2022
US$‘000
|
December 31,
2021
US$‘000
|
|||||||||
|
Financial
income: |
||||||||||||
|
Non-cash
financial income |
1,171
|
303
|
1,220
|
|||||||||
|
Interest
income |
-
|
-
|
3
|
|||||||||
|
|
||||||||||||
|
|
1,171
|
303
|
1,223
|
|||||||||
|
Financial
expense: |
||||||||||||
|
Interest
on leases (Note 28) |
(624
|
)
|
(647
|
)
|
(803
|
)
| ||||||
|
Loss
on disposal of exchangeable notes (Note 23, 28) |
-
|
(9,678
|
)
|
-
|
||||||||
|
Penalty
for early partial settlement of senior secured term loan (Note 23) |
(905
|
)
|
(3,450
|
)
|
-
|
|||||||
|
Cash
interest payable on senior secured term loan |
(7,289
|
)
|
(7,039
|
)
|
-
|
|||||||
|
Cash
interest payable on convertible note |
(300
|
)
|
(199
|
)
|
-
|
|||||||
|
Cash
interest on exchangeable notes |
(8
|
)
|
(296
|
)
|
(3,996
|
)
| ||||||
|
Loan
origination costs |
-
|
-
|
(1,638
|
)
| ||||||||
|
Non-cash
interest on exchangeable notes |
-
|
(84
|
)
|
(648
|
)
| |||||||
|
Non-cash
interest on senior secured term loan |
(1,131
|
)
|
(2,772
|
)
|
-
|
|||||||
|
Non-cash
interest on convertible note |
(796
|
)
|
(495
|
)
|
-
|
|||||||
|
Non-cash
financial expense |
-
|
(74
|
)
|
-
|
||||||||
|
|
||||||||||||
|
|
(11,053
|
)
|
(24,734
|
)
|
(7,085
|
)
| ||||||
|
Net
financing expense |
(9,882
|
)
|
(24,431
|
)
|
(5,862
|
)
| ||||||
123
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
|
December
31, 2023
US$‘000
|
December
31, 2022
US$‘000
|
December
31, 2021
US$‘000
|
|||||||||
|
Current
tax expense/(credit) |
||||||||||||
|
Irish
Corporation tax |
-
|
(336
|
)
|
(520
|
)
| |||||||
|
Foreign
taxes (a) |
462
|
(5
|
)
|
296
|
||||||||
|
Adjustment
in respect of prior years |
(198
|
)
|
61
|
113
|
||||||||
|
|
||||||||||||
|
Total
current tax expense/(credit) |
264
|
(280
|
)
|
(111
|
)
| |||||||
|
|
||||||||||||
|
Deferred
tax credit (b) |
||||||||||||
|
Origination
and reversal of temporary differences (see Note 14) |
(547
|
)
|
324
|
620
|
||||||||
|
Origination
and reversal of net operating losses (see Note 14) |
224
|
(238
|
)
|
(583
|
)
| |||||||
|
|
||||||||||||
|
Total
deferred tax (credit)/charge |
(323
|
)
|
86
|
37
|
||||||||
|
|
||||||||||||
|
Total
income tax credit on continuing operations in statement of operations |
(59
|
)
|
(194
|
)
|
(74
|
)
| ||||||
|
|
||||||||||||
|
Tax
charge/(credit) on discontinued operations (see Note 8) |
-
|
2
|
(92
|
)
| ||||||||
|
|
||||||||||||
|
Total
tax credit |
(59
|
)
|
(192
|
)
|
(166
|
)
| ||||||
| (a) |
In
2023, the foreign taxes relate primarily to Luxembourg and Canada. |
| (b) |
In
2023, there was a deferred tax charge of US$174,000
(2022: charge of US$109,000)
(2021: charge of US$18,000)
recognised in respect of Ireland and a deferred tax credit of US$497,000
(2022: credit of US$26,000)
(2021: credit of US$81,000)
recognised in respect of overseas tax jurisdictions. |
|
Effective
tax rate |
December 31,
2023
|
December 31,
2022
|
December 31,
2021
|
|||||||||
|
Loss
before taxation – continuing operations (US$‘000) |
(36,927
|
)
|
(43,780
|
)
|
(1,924
|
)
| ||||||
|
As
a percentage of loss before tax: |
||||||||||||
|
Current
tax % |
(0.72)
|
%
|
(0.64)
|
%
|
(5.77)
|
%
| ||||||
|
Total
(current and deferred) % |
(0.16)
|
%
|
(0.44)
|
%
|
(3.85)
|
%
| ||||||
124
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 7. |
INCOME TAX CREDIT
(CONTINUED) |
The following table reconciles the applicable Republic of Ireland statutory tax rate to the effective total tax rate for the Group:
|
|
December 31,
2023
|
December 31,
2022
|
December 31,
2021
|
|||||||||
|
Irish
corporation tax |
(12.5)
|
%
|
(12.5)
|
%
|
(12.5)
|
%
| ||||||
|
Effect
of current year net operating losses and temporary differences for which no deferred tax asset was recognised (a)
|
17.19
|
%
|
10.97
|
%
|
19.41
|
%
| ||||||
|
Effect
of tax rates on overseas earnings |
(7.82)
|
%
|
(7.30)
|
%
|
(0.09)
|
%
| ||||||
|
Effect
of Irish income taxable at higher tax rate |
2.62
|
%
|
3.93
|
%
|
38.60
|
%
| ||||||
|
Adjustments
in respect of prior years |
(0.53)
|
%
|
0.14
|
%
|
5.93
|
%
| ||||||
|
R&D
tax credits |
-
|
(0.75)
|
%
|
(30.99)
|
%
| |||||||
|
Other
items (b) |
0.88
|
%
|
5.07
|
%
|
(16.51)
|
%
| ||||||
|
|
||||||||||||
|
Effective
tax rate |
(0.16)
|
%
|
(0.44)
|
%
|
(3.85)
|
%
| ||||||
| (a) |
No
deferred tax asset was recognised because there was no reversing deferred tax liability in the same jurisdiction reversing in the same
period and insufficient future projected taxable income in the same jurisdiction. |
| (b) |
Other
items comprise items not chargeable to tax and expenses not deductible for tax purposes. In 2022, other items mainly related to the loss
on disposal of the exchangeable notes which was non-recurring. In 2021 other items mainly related to the US$4.4
million income from the Paycheck Protection Program loans which was not chargeable for tax purposes. There was no Paycheck
Protection Program income in 2023 or 2022. |
|
|
December
31, 2023
US$‘000
|
December
31, 2022
US$‘000
|
December
31, 2021
US$‘000
|
|||||||||
|
Rest
of World – Ireland |
(12,922
|
)
|
(22,354
|
)
|
(813
|
)
| ||||||
|
Rest
of World – Other |
(104
|
)
|
(33
|
)
|
3,939
|
|||||||
|
Americas
|
(23,901
|
)
|
(21,393
|
)
|
(5,050
|
)
| ||||||
|
|
||||||||||||
|
|
(36,927
|
)
|
(43,780
|
)
|
(1,924
|
)
| ||||||
|
|
December
31, 2023
US$‘000
|
December
31, 2022
US$‘000
|
December
31, 2021
US$‘000
|
|||||||||
|
Rest
of World – Ireland |
69,851
|
62,731
|
68,132
|
|||||||||
|
Rest
of World – Other |
52,511
|
448
|
1,000
|
|||||||||
|
Americas
|
13,840
|
12,778
|
4,761
|
|||||||||
|
|
||||||||||||
|
|
136,202
|
75,957
|
73,893
|
|||||||||
125
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 7. |
INCOME
TAX CREDIT (CONTINUED) |
|
|
December
31, 2023
US$‘000
|
December
31, 2022
US$‘000
|
December
31, 2021
US$‘000
|
|||||||||
|
Rest
of World – Ireland – unused tax losses |
8,464
|
7,489
|
9,272
|
|||||||||
|
Rest
of World – Other – unused tax losses |
14,701
|
124
|
279
|
|||||||||
|
Americas
– unused tax losses |
3,395
|
3,163
|
5,891
|
|||||||||
|
Americas
– unused tax credits |
5,806
|
4,658
|
3,368
|
|||||||||
|
Unrecognised
deferred tax asset |
32,366
|
15,434
|
18,810
|
|||||||||
| 8. |
PROFIT
FOR THE YEAR ON DISCONTINUED OPERATIONS |
|
|
December 31,
2023
US$‘000
|
December 31,
2022
US$‘000
|
December 31,
2021
US$‘000
|
|||||||||
|
Revenue
|
2,784
|
12,258
|
11,817
|
|||||||||
|
Operating
expenses |
(2,652
|
)
|
(9,679
|
)
|
(9,142
|
)
| ||||||
|
Closure
provision |
-
|
-
|
(42
|
)
| ||||||||
|
Tax
(expense)/credit |
-
|
(2
|
)
|
92
|
||||||||
|
|
||||||||||||
|
Profit
from operating activities |
132
|
2,577
|
2,725
|
|||||||||
|
Gain
on sale of discontinued operations |
12,718
|
-
|
-
|
|||||||||
|
|
||||||||||||
|
Profit
for the year from discontinued operations |
12,850
|
2,577
|
2,725
|
|||||||||
126
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 8. |
PROFIT
FOR THE YEAR ON DISCONTINUED OPERATIONS (CONTINUED) |
|
US$’000
|
||||
|
Cash
received from sale of the discontinued operations net of transaction costs |
28,935
|
|||
|
Cash
sold as a part of discontinued operations |
(775
|
)
| ||
|
Net
cash inflow on date of disposal |
28,160
|
|||
|
|
US$’000
|
|||
|
Property
plant & equipment |
103
|
|||
|
Goodwill
and intangible assets |
14,123
|
|||
|
Inventory
|
1,160
|
|||
|
Cash
|
775
|
|||
|
Trade
and other receivables |
1,309
|
|||
|
Trade
and other payables |
(864
|
)
| ||
|
Lease
liabilities |
(106
|
)
| ||
|
Current
Corporation tax |
(2
|
)
| ||
|
Deferred
tax liability |
(195
|
)
| ||
|
Total
net assets disposed |
16,303
|
|||
127
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 8. |
PROFIT
FOR THE YEAR ON DISCONTINUED OPERATION (CONTINUED) |
|
|
December
31,
2023
|
December
31,
2022
|
December
31,
2021
|
|||||||||
|
Basic
earnings per ‘A’ share (US Dollars) – discontinued operations |
0.08
|
0.02
|
0.03
|
|||||||||
|
Diluted
earnings per ‘A’ share (US Dollars) – discontinued operations |
0.07
|
0.02
|
0.03
|
|||||||||
|
|
December
31,
2023 |
December
31,
2022
|
December
31,
2021
|
|||||||||
|
Basic
earnings per ADS (US Dollars) – discontinued operations |
1.68
|
0.38
|
0.65
|
|||||||||
|
Diluted
earnings per ADS (US Dollars) – discontinued operations |
1.44
|
0.33
|
0.51
|
|||||||||
|
|
|
|
December
31, 2023 |
December
31, 2022 |
December
31, 2021 |
|||||||||
|
US$000
|
US$000
|
US$000
|
||||||||||
|
Cash
(outflow)/inflow from operating activities |
(177
|
)
|
3,798
|
5,140
|
||||||||
|
Cash
inflow from investing activities |
28,160
|
-
|
-
|
|||||||||
|
Cash
(outflow)/inflow from financing activities |
-
|
(10,800
|
)
|
104
|
||||||||
128
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
|
December 31,
2023
US$‘000
|
December 31,
2022
US$‘000
|
December 31,
2021
US$‘000
|
|||||||||
|
Directors’
emoluments (including non- executive directors): |
||||||||||||
|
Remuneration
|
2,058
|
1,639
|
1,391
|
|||||||||
|
Pension
|
26
|
24
|
24
|
|||||||||
|
Share
based payments |
1,601
|
1,707
|
986
|
|||||||||
|
Auditor’s
remuneration |
||||||||||||
|
Audit
fees |
861
|
888
|
580
|
|||||||||
|
Tax
fees |
407
|
89
|
77
|
|||||||||
|
Depreciation
(Note 11) 1 |
830
|
1,405
|
1,821
|
|||||||||
|
Amortisation
(Note 12) |
945
|
889
|
899
|
|||||||||
|
Loss/(profit)
on the disposal of property, plant and equipment |
-
|
2
|
(1
|
)
| ||||||||
|
Net
foreign exchange differences |
336
|
(1,210
|
)
|
(789
|
)
| |||||||
| 10. |
(LOSS)/EARNINGS PER SHARE
|
129
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 10. |
(LOSS)/EARNINGS
PER SHARE (CONTINUED) |
|
|
December
31, 2023 |
December
31, 2022 |
December
31, 2021 |
|||||||||
|
‘A’
ordinary shares |
153,099,405
|
134,939,327
|
83,606,810
|
|||||||||
|
|
||||||||||||
|
Basic
(loss)/earnings per share denominator |
153,099,405
|
134,939,327
|
83,606,810
|
|||||||||
|
|
||||||||||||
|
Reconciliation
to weighted average (loss)/earnings per share denominator: |
||||||||||||
|
Number
of ‘A’ ordinary shares at January 1 (Note 19) |
164,985,882
|
96,162,410
|
96,162,410
|
|||||||||
|
Weighted
average number of ‘A’ ordinary shares issued during the year* |
669,123
|
51,332,517
|
-
|
|||||||||
|
Weighted
average number of treasury shares |
(12,555,600
|
)
|
(12,555,600
|
)
|
(12,555,600
|
)
| ||||||
|
|
||||||||||||
|
Basic
(loss)/earnings per share denominator |
153,099,405
|
134,939,327
|
83,606,810
|
|||||||||
* The weighted
average number of shares issued during the year is calculated by taking the number of shares issued multiplied by the number of days in
the year each share is in issue, divided by 365 days.
|
|
December
31,
2023
|
December
31,
2022
|
December
31,
2021
|
|||||||||
|
Potentially
Dilutive Instruments: |
||||||||||||
|
Issuable
on exercise of options (Note 20) |
186,908
|
2,752,153
|
4,648,586
|
|||||||||
|
Issuable
on exercise of warrants to Perceptive (Note 23) |
-
|
-
|
-
|
|||||||||
|
Issuable
on conversion of Exchangeable notes (Note 23) |
38,391
|
1,436,463
|
18,263,254
|
|||||||||
|
Issuable
on conversion of Convertible notes (Note 23) |
24,691,358
|
16,370,709
|
-
|
|||||||||
|
Total
number of potentially dilutive instruments excluded from the weighted average number of ‘A’ ordinary shares in calculating
dilutive (loss)/earnings per ‘A’ ordinary share |
24,916,657
|
20,559,325
|
22,911,840
|
|||||||||
130
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 10. |
(LOSS)/EARNINGS
PER SHARE (CONTINUED) |
| ○ |
Options
over 12,100,000
‘A’ ordinary shares were granted, of which 6,250,000
are contingently issuable as their issue is contingent upon satisfaction of specified performance conditions in addition to the passage
of time. |
| ○ |
In
connection with the acquisition of the Waveform Assets and the Amendment of the Term Loan in January 2024, Perceptive received new warrants
to purchase an additional 10,000,000 'A'
shares and the Company has agreed to price these additional warrants and reprice the existing warrants to purchase the 10,00,000
shares that were issued to Perceptive under the original term loan, with an exercise price of US$0.11.
|
| ○ |
Warrants to purchase
1,200,000 'A'
shares have been issued to a consultant assisting with our CGM business. The exercise price is US$0.11
per share. The warrants are exercisable, in whole or part, until the fifth anniversary of the issue date in January 2024.
|
|
|
December
31,
2023
|
December
31,
2022
|
December
31,
2021
|
|||||||||
|
ADS
|
7,654,970
|
6,746,966
|
4,180,340
|
|||||||||
|
|
||||||||||||
|
Basic
(loss)/earnings per ADS denominator |
7,654,970
|
6,746,966
|
4,180,340
|
|||||||||
|
|
||||||||||||
|
Reconciliation
to weighted average (loss)/earnings per ADS denominator: |
||||||||||||
|
Number
of ADS at January 1 (Note 19) |
8,249,294
|
4,808,120
|
4,808,120
|
|||||||||
|
Weighted
average number of shares issued during the year* |
33,456
|
2,566,626
|
-
|
|||||||||
|
Weighted
average number of treasury shares |
(627,780
|
)
|
(627,780
|
)
|
(627,780
|
)
| ||||||
|
|
||||||||||||
|
Basic
(loss)/earnings per ADS denominator |
7,654,970
|
6,746,966
|
4,180,340
|
|||||||||
* The weighted
average number of ADSs issued during the year is calculated by taking the number of ADSs issued multiplied by the number of days in the
year each share is in issue, divided by 365 days.
131
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 10. |
(LOSS)/EARNINGS
PER SHARE (CONTINUED) |
|
|
December
31,
2023
|
December
31,
2022
|
December
31,
2021
|
|||||||||
|
Potentially
Dilutive Instruments: |
||||||||||||
|
Issuable
on exercise of options (Note 20) |
9,345
|
137,608
|
232,429
|
|||||||||
|
Issuable
on exercise of warrants to Perceptive (Note 23) |
-
|
-
|
-
|
|||||||||
|
Issuable
on conversion of Exchangeable notes (Note 23) |
1,920
|
71,823
|
913,163
|
|||||||||
|
Issuable
on conversion of Convertible notes (Note 23) |
1,234,568
|
818,535
|
-
|
|||||||||
|
Total
number of potentially dilutive instruments excluded from the weighted average number of ADS in calculating dilutive (loss)/earnings per
ADS |
1,245,833
|
1,027,966
|
1,145,592
|
|||||||||
|
○ |
Options
over 605,000
ADS were granted, of which 312,500
are contingently issuable as their issue is contingent upon satisfaction of specified performance conditions in addition to the passage
of time. |
| ○ |
Perceptive
received new warrants to purchase an additional 500,000
ADSs and the Company has agreed to price these additional warrants and reprice the existing warrants to purchase the 500,000
ADSs that were issued to Perceptive under the original term loan, with an exercise price of US$2.20 per
ADS. |
| ○ |
Warrants to purchase
60,000
ADS shares have been issued to a consultant assisting with our CGM business. The exercise price is US$2.20
per ADS. The warrants are exercisable, in whole or part, until the fifth anniversary of the issue date in January 2024. |
132
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 11. |
PROPERTY,
PLANT AND EQUIPMENT |
|
|
Land
& Buildings
US$‘000
|
Leasehold
Improvements
US$‘000
|
Computer
& Office Equipment
US$‘000
|
Plant
& Equipment
US$‘000
|
Total
US$‘000
|
|||||||||||||||
|
Cost
|
||||||||||||||||||||
|
At
January 1, 2022 |
24,334
|
2,592
|
4,200
|
32,337
|
63,463
|
|||||||||||||||
|
Additions
|
379
|
93
|
362
|
1,100
|
1,934
|
|||||||||||||||
|
Disposals
or retirements |
-
|
-
|
(25
|
)
|
(42
|
)
|
(67
|
)
| ||||||||||||
|
Reallocations/
reclassifications |
-
|
-
|
(2
|
)
|
2
|
-
|
||||||||||||||
|
Exchange
adjustments |
(31
|
)
|
16
|
5
|
286
|
276
|
||||||||||||||
|
|
||||||||||||||||||||
|
At
December 31, 2022 |
24,682
|
2,701
|
4,540
|
33,683
|
65,606
|
|||||||||||||||
|
|
||||||||||||||||||||
|
At
January 1, 2023 |
24,682
|
2,701
|
4,540
|
33,683
|
65,606
|
|||||||||||||||
|
Additions
|
55
|
87
|
173
|
596
|
911
|
|||||||||||||||
|
Disposals
or retirements |
(480
|
)
|
(40
|
)
|
(115
|
)
|
(220
|
)
|
(855
|
)
| ||||||||||
|
Reallocations/
reclassifications |
-
|
(8
|
)
|
8
|
-
|
-
|
||||||||||||||
|
Exchange
adjustments |
11
|
20
|
6
|
370
|
407
|
|||||||||||||||
|
|
||||||||||||||||||||
|
At
December 31, 2023 |
24,268
|
2,760
|
4,612
|
34,429
|
66,069
|
|||||||||||||||
|
|
||||||||||||||||||||
|
Accumulated
depreciation and Impairment losses |
||||||||||||||||||||
|
At
January 1, 2022 |
(21,432
|
)
|
(2,131
|
)
|
(3,950
|
)
|
(30,032
|
)
|
(57,545
|
)
| ||||||||||
|
Charge
for the year |
(414
|
)
|
(133
|
)
|
(214
|
)
|
(649
|
)
|
(1,410
|
)
| ||||||||||
|
Disposals
or retirements |
-
|
-
|
22
|
43
|
65
|
|||||||||||||||
|
Impairment
losses |
(48
|
)
|
(4
|
)
|
(31
|
)
|
(650
|
)
|
(733
|
)
| ||||||||||
|
Exchange
adjustments |
9
|
(16
|
)
|
(5
|
)
|
(289
|
)
|
(301
|
)
| |||||||||||
|
|
||||||||||||||||||||
|
At
December 31, 2022 |
(21,885
|
)
|
(2,284
|
)
|
(4,178
|
)
|
(31,577
|
)
|
(59,924
|
)
| ||||||||||
|
|
||||||||||||||||||||
|
At
January 1, 2023 |
(21,885
|
)
|
(2,284
|
)
|
(4,178
|
)
|
(31,577
|
)
|
(59,924
|
)
| ||||||||||
|
Charge
for the year |
(272
|
)
|
(64
|
)
|
(178
|
)
|
(317
|
)
|
(831
|
)
| ||||||||||
|
Disposals
or retirements |
385
|
38
|
115
|
213
|
751
|
|||||||||||||||
|
Impairment
losses |
(2,246
|
)
|
(339
|
)
|
(101
|
)
|
(1,086
|
)
|
(3,772
|
)
| ||||||||||
|
Exchange
adjustments |
(4
|
)
|
(20
|
)
|
(7
|
)
|
(370
|
)
|
(401
|
)
| ||||||||||
|
|
||||||||||||||||||||
|
At
December 31, 2023 |
(24,022
|
)
|
(2,669
|
)
|
(4,349
|
)
|
(33,137
|
)
|
(64,177
|
)
| ||||||||||
|
|
||||||||||||||||||||
|
Carrying
amounts |
||||||||||||||||||||
|
At
December 31, 2023 |
246
|
91
|
263
|
1,292
|
1,892
|
|||||||||||||||
|
|
||||||||||||||||||||
|
At
December 31, 2022 |
2,797
|
417
|
362
|
2,106
|
5,682
|
|||||||||||||||
133
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 11. |
PROPERTY,
PLANT AND EQUIPMENT (CONTINUED) |
|
Carrying
amount
|
Depreciation
Charge |
Impairment
Charge |
||||||||||
|
At
December
31, 2023 |
Year
ended
December
31, 2023 |
Year
ended
December
31, 2023 |
||||||||||
|
US$000
|
US$000
|
US$000
|
||||||||||
|
Buildings
|
229
|
(196
|
)
|
(1,930
|
)
| |||||||
|
Computer
equipment |
166
|
(51
|
)
|
-
|
||||||||
|
Plant
and Equipment, vehicles |
-
|
(26
|
)
|
(86
|
)
| |||||||
|
395
|
(273
|
)
|
(2,016
|
)
| ||||||||
|
Carrying
amount
|
Depreciation
Charge |
Impairment
Charge |
||||||||||
|
At
December
31, 2022 |
Year
ended
December
31, 2022 |
Year
ended
December
31, 2022 |
||||||||||
|
US$000
|
US$000
|
US$000
|
||||||||||
|
Buildings
|
2,482
|
(398
|
)
|
(48
|
)
| |||||||
|
Computer
equipment |
217
|
(40
|
)
|
-
|
||||||||
|
Plant
and Equipment, vehicles |
-
|
(17
|
)
|
(200
|
)
| |||||||
|
2,699
|
(455
|
)
|
(248
|
)
| ||||||||
|
Right-of-Use
assets at 31 December 2023 |
No.
of Right-of-Use
leased
assets |
Range
of remaining term in years |
Average
remaining lease term (years) |
No.
of Leases with extension options |
No.
of Leases with options to purchase |
No.
of leases with variable payments linked to index |
No.
of leases with termination options |
||||||||||||||
|
Building
|
7
|
1
to 10
|
5
|
1
|
-
|
-
|
-
|
||||||||||||||
|
Vehicle
|
22
|
1
to 3
|
2
|
-
|
22
|
-
|
22
|
||||||||||||||
|
I.T.
and office equipment |
5
|
3
|
3
|
-
|
-
|
-
|
-
|
|
Right-of-Use
assets at 31 December 2022 |
No.
of Right-of-Use leased assets |
Range
of remaining term in years |
Average
remaining lease term (years) |
No.
of Leases with extension options |
No.
of Leases with options to purchase |
No.
of leases with variable payments linked to index |
No.
of leases with termination options |
||||||||||||||
|
Building
|
9
|
1
to 11
|
5
|
2
|
-
|
-
|
-
|
||||||||||||||
|
Vehicle
|
20
|
0.4
to 3
|
2
|
-
|
20
|
-
|
20
|
||||||||||||||
|
I.T.
and office equipment |
5
|
|
4 |
|
4 |
|
- |
|
- |
|
- |
|
- |
134
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 11. |
PROPERTY, PLANT
AND EQUIPMENT (CONTINUED) |
135
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 12. |
GOODWILL
AND INTANGIBLE ASSETS |
|
|
Goodwill
US$‘000
|
Development
costs
US$‘000
|
Patents
and
licenses
US$‘000
|
Other
US$‘000
|
Total
US$‘000
|
|||||||||||||||
|
Cost
|
||||||||||||||||||||
|
At
January 1, 2022 |
79,182
|
121,173
|
8,707
|
33,198
|
242,260
|
|||||||||||||||
|
Additions
|
4,475
|
22
|
382
|
4,879
|
||||||||||||||||
|
Exchange
adjustments |
-
|
(64
|
)
|
-
|
-
|
(64
|
)
| |||||||||||||
|
|
||||||||||||||||||||
|
At
December 31, 2022 |
79,182
|
125,584
|
8,729
|
33,580
|
247,075
|
|||||||||||||||
|
|
||||||||||||||||||||
|
At
January 1, 2023 |
79,182
|
125,584
|
8,729
|
33,580
|
247,075
|
|||||||||||||||
|
Additions
|
-
|
1,758
|
19
|
110
|
1,887
|
|||||||||||||||
|
Disposals
or retirements |
(12,591
|
)
|
-
|
-
|
(14,488
|
)
|
(27,079
|
)
| ||||||||||||
|
Reclassifications
|
54
|
-
|
(54
|
)
|
-
|
-
|
||||||||||||||
|
Exchange
adjustments |
-
|
23
|
-
|
-
|
23
|
|||||||||||||||
|
|
||||||||||||||||||||
|
At
December 31, 2023 |
66,645
|
127,365
|
8,694
|
19,202
|
221,906
|
|||||||||||||||
|
|
||||||||||||||||||||
|
Accumulated
amortisation and Impairment losses |
||||||||||||||||||||
|
At
January 1, 2022 |
(66,645
|
)
|
(103,494
|
)
|
(8,561
|
)
|
(27,579
|
)
|
(206,279
|
)
| ||||||||||
|
Charge
for the year |
(479
|
)
|
(9
|
)
|
(435
|
)
|
(923
|
)
| ||||||||||||
|
Impairment
losses |
-
|
(4,623
|
)
|
-
|
(1
|
)
|
(4,624
|
)
| ||||||||||||
|
Exchange
adjustments |
-
|
20
|
-
|
-
|
20
|
|||||||||||||||
|
|
||||||||||||||||||||
|
At
December 31, 2022 |
(66,645
|
)
|
(108,576
|
)
|
(8,570
|
)
|
(28,015
|
)
|
(211,806
|
)
| ||||||||||
|
|
||||||||||||||||||||
|
At
January 1, 2023 |
(66,645
|
)
|
(108,576
|
)
|
(8,570
|
)
|
(28,015
|
)
|
(211,806
|
)
| ||||||||||
|
Charge
for the year |
-
|
(753
|
)
|
30
|
(223
|
)
|
(946
|
)
| ||||||||||||
|
Disposals
or retirements |
-
|
-
|
-
|
12,956
|
12,956
|
|||||||||||||||
|
Impairment
losses |
-
|
(2,926
|
)
|
(9
|
)
|
(2,898
|
)
|
(5,833
|
)
| |||||||||||
|
Exchange
adjustments |
-
|
(7
|
)
|
-
|
-
|
(7
|
)
| |||||||||||||
|
|
||||||||||||||||||||
|
At
December 31, 2023 |
(66,645
|
)
|
(112,262
|
)
|
(8,549
|
)
|
(18,180
|
)
|
(205,636
|
)
| ||||||||||
|
|
||||||||||||||||||||
|
Carrying
amounts |
||||||||||||||||||||
|
At
December 31, 2023 |
-
|
15,103
|
145
|
1,022
|
16,270
|
|||||||||||||||
|
|
||||||||||||||||||||
|
At
December 31, 2022 |
12,537
|
17,008
|
159
|
5,565
|
35,269
|
|||||||||||||||
|
Product
Name |
2023
US$’000 |
2022
US$’000 |
||||||
|
Premier
Instruments for A1c and haemoglobinopathies testing |
1,669
|
1,904
|
||||||
|
COVID-19
tests |
-
|
1,378
|
||||||
|
Mid-tier
haemoglobins instrument |
51
|
484
|
||||||
|
HIV
screening rapid test |
6
|
379
|
||||||
|
Tri-stat
point-of-care instrument |
-
|
163
|
||||||
|
Other
projects |
32
|
167
|
||||||
|
Total
capitalised development costs |
1,758
|
4,475
|
||||||
136
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 12. |
GOODWILL
AND INTANGIBLE ASSETS (CONTINUED) |
Other intangible assets
|
December 31,
2023
|
December 31,
2022
|
|||||||
|
US$’000
|
US$’000
|
|||||||
|
Immco
Diagnostics inc. |
9,331
|
-
|
||||||
|
Trinity
Biotech Manufacturing Limited (Note 13) |
1,500
|
3,599
|
||||||
|
Trinity
Biotech Do Brasil |
274
|
454
|
||||||
|
Primus
Corp |
-
|
1,024
|
||||||
|
Clark
Laboratories Inc. |
-
|
407
|
||||||
|
Biopool
US Inc. |
-
|
355
|
||||||
|
Total
impairment loss |
11,105
|
5,839
|
||||||
137
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 12. |
GOODWILL
AND INTANGIBLE ASSETS (CONTINUED) |
|
|
December 31,
2023
|
December 31,
2022
|
||||||
|
US$’000
|
US$’000
|
|||||||
|
Goodwill
and other intangible assets |
5,833
|
4,624
|
||||||
|
Property,
plant and equipment (see Note 11) |
3,772
|
733
|
||||||
|
Financial
assets (see Note 13) |
1,500
|
- | ||||||
|
Prepayments
(see Note 17) |
-
|
482
|
||||||
|
Total
impairment loss |
11,105
|
5,839
|
||||||
|
Asset
name |
Entity
|
2022
US$’000 |
||||
|
Rapid
COVID-19 antigen test |
Trinity
Biotech Manufacturing Ltd |
2,214
|
||||
|
Autoimmune
smart reader |
Trinity
Biotech Manufacturing Ltd |
1,266
|
||||
|
Tri-stat
instrument |
Primus
Corp. |
1,024
|
||||
|
COVID-19
ELISA test |
Trinity
Biotech Manufacturing Ltd |
120
|
||||
|
Total
|
4,624
|
|||||
138
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 12. |
GOODWILL
AND INTANGIBLE ASSETS (CONTINUED) |
| • |
In
the event that there was a reduction of 10%
in the assumed level of future growth in revenue growth rate, which would represent a reasonably likely range of outcomes, there would
be no additional impairment loss recorded at December 31, 2023. |
| • |
In
the event there was a 10%
increase in the discount rate used to calculate the potential impairment of the carrying values, which would represent a reasonably likely
range of outcomes, there would be no additional impairment loss recorded at December 31, 2023. |
|
Fitzgerald
Industries |
December 31,
2022 |
|||
|
Carrying
amount of goodwill (US$’000) |
12,591
|
|||
|
Discount
rate applied (real pre-tax) |
15.77
|
%
| ||
|
Excess
value-in-use over carrying amount (US$’000) |
7,432
|
|||
|
%
EBITDA would need to decrease for an impairment to arise |
31.28
|
%
| ||
|
Long-term
growth rate |
2.0
|
%
| ||
139
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 12. |
GOODWILL AND INTANGIBLE
ASSETS (CONTINUED) |
|
Intangible
Assets with Indefinite Useful lives
(included
in other intangibles) |
December 31,
2023
US$‘000
|
December 31,
2022
US$‘000
|
||||||
|
Immco
Diagnostic CGU |
||||||||
|
Immco
Diagnostic trade name |
-
|
2,069
|
||||||
|
Fitzgerald
Industries CGU |
||||||||
|
Fitzgerald
trade name |
-
|
970
|
||||||
|
RDI
trade name |
-
|
560
|
||||||
|
Primus
Corporation CGU |
||||||||
|
Primus
trade name |
365
|
365
|
||||||
|
Total
|
365
|
3,964
|
||||||
|
In
2023, an impairment loss of US$2,069,000
was allocated against the Immco Diagnostic trade name as the carrying value of the CGU’s net assets exceeded its discounted future
cashflows.
In
2023, the Group sold the Fitzgerald Industries business and the Fitzgerald trade name and RDI trade name were disposed of as part of that
divestment.
The
trade name assets purchased as part of the acquisition of Fitzgerald in 2004, Primus and RDI in 2005 and Immco Diagnostics in 2013 were
valued using the relief from royalty method and based on factors such as (1) the market and competitive trends and (2) the expected usage
of the name. It was considered that these trade names will generate net cash inflows for the Group for an indefinite period.
|
140
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 13. |
FINANCIAL
ASSETS |
|
December 31,
2023
US$‘000
|
||||
|
Cost
|
||||
|
At
January 1 |
-
|
|||
|
Additions
in year |
1,500
|
|||
|
At
December 31 |
1,500
|
|||
|
Provision
for impairment |
||||
|
At
January 1 |
-
|
|||
|
Impairment
in the current year |
(1,500
|
)
| ||
|
At
December 31 |
(1,500
|
)
| ||
|
Carrying
amount |
||||
|
At
December 31 |
-
|
|||
|
In January 2023, the
Company announced a strategic partnership with imaware Inc (“imaware”) that combined their built-to-partner digital health
platform with Trinity Biotech’s advanced reference laboratory facilities to power the Digital Health Industry with at-home and remote
testing programs. Trinity Biotech agreed to make a US$1.5
million convertible note investment in imaware. Trinity Biotech also entered into a 5-year
agreement to become the lab testing partner for imaware.
To date the Group has
paid US$0.7
million of the US$1.5
million investment to imaware. The Group has not to date paid the additional US$0.8
million to imaware which remains as an accrued liability as at December 31, 2023. The strategic partnership yielded no income for the
Company in 2023. Given the uncertainty over the future of imaware’s performance and the value of this investment, the Company has
recognised an impairment loss for the investment of US$1.5
million in the year ended December 31, 2023. |
141
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 14. |
DEFERRED TAX ASSETS AND LIABILITIES |
Recognised deferred tax assets and liabilities
|
|
Assets
|
Liabilities
|
Net
|
|||||||||||||||||||||
|
|
2023
US$’000 |
2022
US$’000 |
2023
US$’000 |
2022
US$’000 |
2023
US$’000 |
2022
US$’000 |
||||||||||||||||||
|
Property,
plant and equipment |
168
|
229
|
-
|
(5
|
)
|
168
|
224
|
|||||||||||||||||
|
Intangible
assets |
-
|
-
|
(931
|
)
|
(3,950
|
)
|
(931
|
)
|
(3,950
|
)
| ||||||||||||||
|
Inventories
|
105
|
423
|
-
|
-
|
105
|
423
|
||||||||||||||||||
|
Provisions
|
558
|
2,194
|
-
|
-
|
558
|
2,194
|
||||||||||||||||||
|
Tax
value of loss carry-forwards |
1,030
|
1,254
|
-
|
-
|
1,030
|
1,254
|
||||||||||||||||||
|
Other
items |
114
|
118
|
(1,369
|
)
|
(1,103
|
)
|
(1,255
|
)
|
(985
|
)
| ||||||||||||||
|
|
||||||||||||||||||||||||
|
Deferred
tax assets/(liabilities) |
1,975
|
4,218
|
(2,300
|
)
|
(5,058
|
)
|
(325
|
)
|
(840
|
)
| ||||||||||||||
|
|
Balance
January
1, 2023 |
Recognised in income |
Recognised in discontinued operations |
Balance
December 31,
2023 |
||||||||||||
|
|
US$’000
|
US$’000
|
US$’000
|
US$’000
|
||||||||||||
|
Property,
plant and equipment |
224
|
(56
|
)
|
-
|
168
|
|||||||||||
|
Intangible
assets |
(3,950
|
)
|
2,827
|
192
|
(931
|
)
| ||||||||||
|
Inventories
|
423
|
(318
|
)
|
-
|
105
|
|||||||||||
|
Provisions
|
2,194
|
(1,636
|
)
|
-
|
558
|
|||||||||||
|
Tax
value of loss carry-forwards |
1,254
|
(224
|
)
|
-
|
1,030
|
|||||||||||
|
Other
items |
(985
|
)
|
(270
|
)
|
-
|
(1,255
|
)
| |||||||||
|
|
||||||||||||||||
|
|
(840
|
)
|
323
|
192
|
(325
|
)
| ||||||||||
142
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 14. |
DEFERRED TAX ASSETS AND LIABILITIES (CONTINUED) |
|
|
Balance
January 1,
2022 |
Recognised in income |
Recognised in discontinued operations |
Balance
December 31,
2022 |
||||||||||||
|
|
US$’000
|
US$’000
|
US$’000
|
US$’000
|
||||||||||||
|
Property,
plant and equipment |
466
|
(242
|
)
|
-
|
224
|
|||||||||||
|
Intangible
assets |
(3,969
|
)
|
16
|
3
|
(3,950
|
)
| ||||||||||
|
Inventories
|
620
|
(197
|
)
|
-
|
423
|
|||||||||||
|
Provisions
|
1,871
|
323
|
-
|
2,194
|
||||||||||||
|
Tax
value of loss carry-forwards |
1,016
|
238
|
-
|
1,254
|
||||||||||||
|
Other
items |
(761
|
)
|
(224
|
)
|
-
|
(985
|
)
| |||||||||
|
|
||||||||||||||||
|
|
(757
|
)
|
(86
|
)
|
3
|
(840
|
)
| |||||||||
|
|
December 31,
2023 |
December 31,
2022 |
||||||
|
|
US$’000
|
US$’000
|
||||||
|
Capital
losses |
8,293
|
8,293
|
||||||
|
Net
operating losses |
136,202
|
75,957
|
||||||
|
US
alternative minimum tax credits |
1,790
|
1,906
|
||||||
|
Other
temporary timing differences |
57,986
|
38,960
|
||||||
|
US
state credit carryforwards |
4,015
|
2,753
|
||||||
|
|
||||||||
|
|
208,286
|
127,869
|
||||||
| 15. |
OTHER
NON-CURRENT ASSETS |
|
|
December 31,
2023
US$‘000
|
December 31,
2022
US$‘000
|
||||||
|
Finance
lease receivables (see Note 17) |
36
|
84
|
||||||
|
Other
assets |
43
|
55
|
||||||
|
|
||||||||
|
|
79
|
139
|
||||||
143
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 16. |
INVENTORIES
|
|
|
December 31,
2023
US$‘000
|
December 31,
2022
US$‘000
|
||||||
|
Raw
materials and consumables |
10,053
|
12,094
|
||||||
|
Work-in-progress
|
4,498
|
3,948
|
||||||
|
Finished
goods |
5,382
|
6,461
|
||||||
|
|
||||||||
|
|
19,933
|
22,503
|
||||||
|
|
December 31,
2023
US$‘000
|
December 31,
2022
US$‘000
|
December 31,
2021
US$‘000
|
|||||||||
|
Opening
provision at January 1 |
16,274
|
12,063
|
9,781
|
|||||||||
|
Charged
during the year |
2,291
|
7,391
|
5,589
|
|||||||||
|
Utilised
during the year |
(5,456
|
)
|
(3,180
|
)
|
(3,307
|
)
| ||||||
|
Eliminated
on disposal of business |
(1,765
|
)
|
-
|
-
|
||||||||
|
|
||||||||||||
|
Closing
provision at December 31 |
11,344
|
16,274
|
12,063
|
|||||||||
| 17. |
TRADE
AND OTHER RECEIVABLES |
|
|
December 31,
2023
US$‘000
|
December 31,
2022
US$‘000
|
||||||
|
Trade
receivables, net of impairment losses |
10,698
|
12,620
|
||||||
|
Prepayments
|
2,036
|
1,932
|
||||||
|
Contract
assets |
525
|
739
|
||||||
|
Value
added tax |
43
|
43
|
||||||
|
Finance
lease receivables |
119
|
86
|
||||||
|
Consideration
due from sale of business (Note 8) |
373
|
-
|
||||||
|
Other
receivables |
107
|
-
|
||||||
|
Grant
receivable |
-
|
333
|
||||||
|
|
||||||||
|
|
13,901
|
15,753
|
||||||
144
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 17. |
TRADE
AND OTHER RECEIVABLES (CONTINUED) |
|
|
December 31,
2023
US$‘000
|
|||||||||||
|
|
Gross
investment |
Unearned
income |
Minimum
payments receivable |
|||||||||
|
Less
than one year |
170
|
4
|
119
|
|||||||||
|
Between
one and five years (Note 15) |
54
|
3
|
36
|
|||||||||
|
|
||||||||||||
|
|
224
|
7
|
155
|
|||||||||
|
|
December 31,
2022
US$‘000
|
|||||||||||
|
|
Gross
investment |
Unearned
income |
Minimum
payments receivable |
|||||||||
|
Less
than one year |
180
|
6
|
86
|
|||||||||
|
Between
one and five years (Note 15) |
173
|
6
|
84
|
|||||||||
|
|
||||||||||||
|
|
353
|
12
|
170
| |||||||||
|
December 31,
2023
US$‘000
|
||||||||
|
|
Instruments
|
Total
|
||||||
|
Less
than one year |
1,995
|
1,995
|
||||||
|
|
||||||||
|
|
1,995
|
1,995
| ||||||
145
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 17. |
TRADE
AND OTHER RECEIVABLES (CONTINUED) |
|
December 31,
2022 US$‘000
|
||||||||
|
|
Instruments
|
Total
|
||||||
|
Less
than one year |
1,589
|
1,589
|
||||||
|
|
1,589
|
1,589
| ||||||
| 18. |
CASH
AND CASH EQUIVALENTS |
|
|
December 31,
2023
US$’000
|
December 31,
2022
US$’000
|
||||||
|
Cash
at bank and in hand |
3,691
|
6,578
|
||||||
|
|
||||||||
|
Cash
and cash equivalents |
3,691
|
6,578
|
||||||
|
19. |
CAPITAL
AND RESERVES |
|
December 31,
2023
|
December 31,
2022
|
|||||||
|
|
Class
‘A’
Ordinary shares ‘000s
|
Class
‘A’
Ordinary shares ‘000s
|
||||||
|
In
thousands of shares |
||||||||
|
In
issue at January 1 |
164,986
|
96,162
|
||||||
|
Issued
for cash (a) |
880
|
47,492
|
||||||
|
Issued
as consideration for exchangeable notes purchase |
-
|
21,332
|
||||||
|
|
||||||||
|
At
period end |
165,866
|
164,986
|
||||||
|
December 31,
2023
|
December 31,
2022
|
|||||||
|
|
ADS
|
ADS
|
||||||
|
In
thousands of ADSs |
||||||||
|
Balance
at January 1 |
8,249
|
4,808
|
||||||
|
Issued
for cash |
44
|
2,374
|
||||||
|
Issued
as consideration for Exchangeable Notes purchase |
-
|
1,067
|
||||||
|
|
||||||||
|
At
period end |
8,293
|
8,249
|
| |||||
146
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 19. |
CAPITAL
AND RESERVES (CONTINUED) |
|
The
amounts in the tables above are inclusive of Treasury Shares. The number of Treasury Shares is as follows: |
|
December 31,
2023
|
December 31,
2022
|
|||||||
|
|
Class
‘A’
Treasury shares ‘000s
|
Class
‘A’
Treasury shares ‘000s
|
||||||
|
In
thousands of shares |
||||||||
|
Balance
at January 1 |
12,556
|
12,556
|
||||||
|
Purchased
during period |
-
|
-
|
||||||
|
|
||||||||
|
At
period end |
12,556
|
12,556
|
||||||
|
December 31,
2023
|
December 31,
2022
|
|||||||
|
|
Class
‘A’
Treasury shares ‘000s
|
Class
‘A’
Treasury shares ‘000s
|
||||||
|
In
thousands of ADSs |
||||||||
|
Balance
at January 1 |
628
|
628
|
||||||
|
Purchased
during period |
-
|
-
|
||||||
|
|
||||||||
|
At
period end |
628
|
628
|
||||||
| (a) |
During
the year ended December 31, 2023, the Company issued 880,000
‘A’ Ordinary shares for a consideration of US$170,800
settled in cash. The Company incurred expenses of US$11,000
in connection with the issuances. The total shares issued for cash comprises 880,000‘A’
Ordinary from the exercise of employee share options. |
147
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 20. |
SHARE
OPTIONS |
148
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 20. |
SHARE OPTIONS
(CONTINUED) |
Contractual life
|
|
Share
Options
‘A’
Ordinary Shares |
Weighted-
average exercise price US$
Per
‘A’ Ordinary
Share
|
Range
US$
Per
‘A’ Ordinary Share |
|||||||||
|
Outstanding
January 1, 2021 |
19,485,990
|
0.79
|
0.19-4.36
|
|||||||||
|
Granted
|
-
|
-
|
-
|
|||||||||
|
Exercised
|
-
|
-
|
-
|
|||||||||
|
Expired
/ Forfeited |
(758,000
|
)
|
1.07
|
0.19-4.21
|
||||||||
|
|
||||||||||||
|
Outstanding
December 31, 2021 |
18,727,990
|
0.78
|
0.19-4.36
|
|||||||||
|
|
-
|
-
|
-
|
|||||||||
|
Exercisable
December 31, 2021 |
13,401,322
|
0.93
|
0.19-4.36
|
|||||||||
|
|
||||||||||||
|
Outstanding
January 1, 2022 |
18,727,990
|
0.78
|
0.19-4.36
|
|||||||||
|
Granted
|
29,400,000
|
0.27
|
0.27-0.29
|
|||||||||
|
Exercised
|
(2,733,328
|
)
|
0.19
|
0.19-0.19
|
||||||||
|
Expired
/ Forfeited |
(579,990
|
)
|
1.87
|
0.69-4.36
|
||||||||
|
|
||||||||||||
|
Outstanding
December 31, 2022 |
44,814,672
|
0.47
|
0.19-2.43
|
|||||||||
|
|
||||||||||||
|
Exercisable
December 31, 2022 |
14,138,004
|
0.89
|
0.19-2.43
|
|||||||||
|
|
||||||||||||
|
Outstanding
January 1, 2023 |
44,814,672
|
0.47
|
0.19-2.43
|
|||||||||
|
Granted
|
19,600,000
|
0.14
|
0.12-0.25
|
|||||||||
|
Exercised
|
(880,000
|
)
|
0.19
|
0.19-0.19
|
||||||||
|
Expired
/ Forfeited |
(16,620,000
|
)
|
0.33
|
0.27-2.43
|
||||||||
|
|
||||||||||||
|
Outstanding
December 31,2023 |
46,914,672
|
0.39
|
0.12-1.34
|
|||||||||
|
|
||||||||||||
|
Exercisable
December 31,2023 |
19,764,672
|
0.67
|
0.19-1.34
|
|||||||||
149
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 20. |
SHARE
OPTIONS (CONTINUED) |
In February 2024, the Company adjusted its ADS ratio from 1 ADS: 4 ordinary share to 1 ADS: 20 ordinary shares. The 2023 and 2022 ADS amounts in the below tables reflect this change.
|
|
Share
Options
‘ADS’
Equivalent |
Weighted-
average exercise price US$
Per
‘ADS’ |
Range
US$
Per
‘ADS’ |
|||||||||
|
|
||||||||||||
|
Outstanding
January 1, 2021 |
974,300
|
15.80
|
3.80-87.20
|
|||||||||
|
Granted
|
||||||||||||
|
Exercised
|
||||||||||||
|
Expired
/ Forfeited |
(37,900
|
)
|
21.40
|
3.80-84.20
|
||||||||
|
Outstanding
December 31, 2021 |
936,400
|
15.60
|
3.80-87.20
|
|||||||||
|
|
||||||||||||
|
Exercisable
December 31, 2021 |
670,066
|
18.60
|
3.80-87.20
|
|||||||||
|
Outstanding
January 1, 2022 |
936,400
|
15.60
|
3.80-87.20
|
|||||||||
|
Granted
|
1,470,000
|
5.40
|
5.40-5.80
|
|||||||||
|
Exercised
|
(136,666
|
)
|
3.80
|
3.80-3.80
|
||||||||
|
Expired
/ Forfeited |
(29,000
|
)
|
37.40
|
13.80-87.20
|
||||||||
|
Outstanding
December 31, 2022 |
2,240,734
|
9.40
|
3.80-48.60
|
|||||||||
|
|
||||||||||||
|
Exercisable
December 31, 2022 |
706,900
|
17.80
|
3.80-48.60
|
|||||||||
|
Outstanding
January 1, 2023 |
2,240,734
|
9.40
|
3.80-48.60
|
|||||||||
|
Granted
|
980,000
|
2.80
|
2.40-5.00
|
|||||||||
|
Exercised
|
(44,000
|
)
|
3.80
|
3.80-3.80
|
||||||||
|
Expired
/ Forfeited |
(831,000
|
)
|
6.60
|
5.40-48.60
|
||||||||
|
Outstanding
December 31, 2023 |
2,345,734
|
7.80
|
2.40-26.80
|
|||||||||
|
Exercisable
December 31, 2023 |
988,234
|
13.40
|
3.80-26.80
|
|||||||||
In 2023, 880,000 options to purchase ‘A’ ordinary shares (44,000 options to purchase ADS’s) were exercised at an average share price of US$0.19 per ‘A’ ordinary share or US$3.80 per ADS at the date of exercise.
150
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 20. |
SHARE OPTIONS (CONTINUED) |
|
Outstanding |
Exercisable | ||||||||||||||||||||||||
|
Exercise
price range |
No.
of options ‘A’ ordinary shares |
Weighted–
average exercise price |
Weighted-
average contractual life remaining (years) |
No.
of options ‘A’ ordinary shares |
Weighted–
average exercise price |
Weighted-
average contractual life remaining (years) |
|||||||||||||||||||
|
US$0.12-US$0.99
|
42,266,672
|
0.28
|
5.50
|
15,116,672
|
0.47
|
4.16
|
|||||||||||||||||||
|
US$1.00-US$1.74
|
4,648,000
|
1.33
|
0.79
|
4,648,000
|
1.33
|
0.79
|
|||||||||||||||||||
|
46,914,672
|
19,764,672
|
||||||||||||||||||||||||
|
Outstanding
|
Exercisable
|
||||||||||||||||||||||||
|
Exercise
price range |
No.
of options ‘ADS equivalent’ |
Weighted–
average exercise price |
Weighted-
average contractual life remaining (years) |
No.
of options ‘ADS equivalent’ |
Weighted–
average exercise price |
Weighted-
average contractual life remaining (years) |
|||||||||||||||||||
|
US$2.40-US$19.80
|
2,113,334
|
5.64
|
5.50
|
755,834
|
9.32
|
4.16
|
|||||||||||||||||||
|
US$20.00-US$34.80
|
232,400
|
26.54
|
0.79
|
232,400
|
26.54
|
0.79
|
|||||||||||||||||||
|
2,345,734
|
988,234
|
||||||||||||||||||||||||
|
Outstanding |
Exercisable | ||||||||||||||||||||||||
|
Exercise
price range |
No.
of options ‘A’ ordinary shares |
Weighted–
average exercise price |
Weighted-
average contractual life remaining (years) |
No.
of options ‘A’ ordinary shares |
Weighted–
average exercise price |
Weighted-
average contractual life remaining (years) |
|||||||||||||||||||
|
US$0.12-US$0.99
|
39,546,672
|
0.35
|
6.10
|
8,930,004
|
0.59
|
4.05
|
|||||||||||||||||||
|
US$1.00-US$1.74
|
4,988,000
|
1.34
|
1.78
|
4,928,000
|
1.34
|
1.74
|
|||||||||||||||||||
|
US$1.75-
US$2.43 |
280,000
|
2.43
|
0.15
|
280,000
|
2.43
|
0.15
|
|||||||||||||||||||
|
44,814,672
|
14,138,004
|
||||||||||||||||||||||||
151
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 20. |
SHARE OPTIONS (CONTINUED) |
|
Outstanding
|
Exercisable
|
||||||||||||||||||||||||
|
Exercise
price range |
No.
of options ‘ADS equivalent’ |
Weighted–
average exercise price |
Weighted-
average contractual life remaining (years) |
No.
of options ‘ADS equivalent’ |
Weighted–
average exercise price |
Weighted-
average contractual life remaining (years) |
|||||||||||||||||||
|
US$2.40-US$19.99
|
1,977,334
|
7.00
|
6.10
|
446,500
|
11.80
|
4.05
|
|||||||||||||||||||
|
US$20.00-US$34.80
|
249,400
|
26.80
|
1.78
|
246,400
|
26.80
|
1.74
|
|||||||||||||||||||
|
US$35.00-
US$48.60 |
14,000
|
48.60
|
0.15
|
14,000
|
48.60
|
0.15
|
|||||||||||||||||||
|
2,240,734
|
706,900
|
||||||||||||||||||||||||
Charge for the year under IFRS 2
|
|
December 31,
2023
US$‘000
|
December 31,
2022
US$‘000
|
December 31,
2021
US$‘000
|
|||||||||
|
Share-based
payments – cost of sales |
-
|
-
|
5
|
|||||||||
|
Share-based
payments – selling, general and administrative |
2,069
|
1,755
|
1,095
|
|||||||||
|
|
||||||||||||
|
Total
– continuing operations |
2,069
|
1,755
|
1,100
|
|||||||||
|
Share-based
payments – discontinued operations |
-
|
-
|
-
|
|||||||||
|
|
||||||||||||
|
Total
|
2,069
|
1,755
|
1,100
|
|||||||||
152
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 20. |
SHARE OPTIONS (CONTINUED) |
|
|
Key
management personnel |
Key
management personnel |
Key
management personnel |
|||||||||
|
|
2023
|
2022
|
2021
|
|||||||||
|
Weighted
average fair value at measurement date per ‘A’ share / (per ADS) |
$
|
US0.50
/ (US$10.04
|
|
$
|
US0.19
/ (US$3.80
|
|
-/
-
|
|||||
|
Total
‘A’ share options granted / (ADS’s equivalent) |
19,600,000/
(980,000 |
)
|
29,400,000
/
(1,470,000 |
) |
-/
-
|
|||||||
|
Weighted
average share price per ‘A’ share / (per ADS) |
$
|
US0.14/
(US$2.80 |
) |
$
|
US0.27
/
(US$5.40 |
) |
-/
-
|
|||||
|
Weighted
average exercise price per ‘A’ share / (per ADS) |
$
|
US0.14
/
(US$2.80 |
) |
$
|
US0.27
/
(US$5.40 |
) |
-/
-
|
|||||
|
Weighted
average expected volatility |
40.21
|
%
|
76.79
|
%
|
-
|
|||||||
|
Weighted
average expected life |
7
|
6.82
|
-
|
|||||||||
|
Weighted
average risk-free interest rate |
4.13
|
%
|
3.59
|
%
|
-
|
|||||||
153
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 20. |
SHARE
OPTIONS (CONTINUED) |
The expected life of the options is based on historical data and is not necessarily indicative of exercise patterns that may occur. The expected volatility is based on the historic volatility (calculated based on the expected life of the options). The Group has considered how future experience may affect historical volatility. The profile and activities of the Group are not expected to change in the immediate future and therefore Trinity Biotech would expect estimated volatility to be consistent with historical volatility.
| 21. |
TRADE AND OTHER PAYABLES |
|
|
December 31,
2023
US$’000 |
December 31,
2022
US$’000 |
||||||
|
Trade payables |
3,885
|
6,205
|
||||||
|
Accruals and other liabilities
|
7,552
|
8,585
|
||||||
|
Amounts payable for financial assets
(Note 13) |
800
|
-
|
||||||
|
Payroll taxes |
405
|
368
|
||||||
|
Employee related social insurance
|
110
|
103
|
||||||
|
Deferred income |
50
|
114
|
||||||
|
|
||||||||
|
|
12,802
|
15,375
|
||||||
| 22. |
PROVISIONS |
|
|
December 31,
2023
US$’000 |
December 31,
2022
US$’000 |
||||||
|
Product warranty provision
|
50
|
50
|
||||||
|
50
|
50
|
|||||||
154
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
23. |
INTEREST-BEARING
LOANS AND BORROWINGS |
|
|
December 31,
2023 US$’000
|
December 31,
2022 US$’000
|
||||||
|
Current
liabilities |
||||||||
|
Exchangeable
senior notes |
210
|
210
|
||||||
|
|
||||||||
|
Total
|
210
|
210
|
||||||
|
|
December 31,
2023 US$’000
|
December 31,
2022 US$’000
|
||||||
|
Non-Current
liabilities |
||||||||
|
Senior
secured term loan |
40,109
|
44,301
|
||||||
|
Derivative
financial liability |
526
|
1,569
|
||||||
|
Convertible
note |
14,542
|
13,746
|
||||||
|
|
||||||||
|
Total
non-current liabilities |
55,177
|
59,616
|
||||||
|
|
December 31,
2023 US$’000
|
December 31,
2022 US$’000
|
||||||
|
Non-Current
assets |
||||||||
|
Derivative
financial asset |
178
|
128
|
||||||
|
|
||||||||
|
Total
non-current assets |
178
|
128
|
||||||
In January 2022, the Company retired approximately US$99.7 million of the Exchangeable Notes as part of a debt re-financing. This represented approximately 99.7% of the total Exchangeable Notes. Consideration was in cash and an issue of ‘A’ Ordinary shares. The cash paid was US$86.73 million with each holder that was party to the agreement receiving US$0.87 of cash per US$1 nominal value of the Exchangeable Notes. The shares consideration was 1,066,600 ADSs (21,332,000 ‘A’ Ordinary shares) representing the equivalent of US$0.40 of the Company’s ADS (based upon the 5-day trailing VWAP of the ADSs on NASDAQ on December 10, 2021, discounted by 13%) per US$1 nominal value of the Exchangeable Notes, as partial consideration for the exchange of the Exchangeable Notes. The shares consideration is valued at US$6.1 million based on market price on the date of issue.
The Exchangeable Notes were treated as a host debt instrument under IFRS with embedded derivatives attached. The embedded derivatives related to a number of put and call options which were measured at fair value in the consolidated statement of operations. On initial recognition in 2015, the host debt instrument was recognised at the residual value of the total net proceeds of the note issue less fair value of the embedded derivatives. Subsequently, the host debt instrument was measured at amortised cost using the effective interest rate method.
155
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 23. |
INTEREST-BEARING
LOANS AND BORROWINGS (CONTINUED) |
|
December 31,
2023
US$000
|
December 31,
2022
US$000
|
|||||||
|
Balance
at January 1 |
(210
|
)
|
(83,312
|
)
| ||||
|
Accretion
interest |
-
|
(83
|
)
| |||||
|
Repaid
to Note holders |
-
|
86,730
|
||||||
|
Shares
issued to Note holders as consideration |
-
|
6,133
|
||||||
|
Loss
on disposal |
-
|
(9,678
|
)
| |||||
|
Liability
|
(210
|
)
|
(210
|
)
| ||||
156
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 23. |
INTEREST-BEARING
LOANS AND BORROWINGS (CONTINUED) |
|
December 31,
2023
US$000
|
December 31,
2022
US$000
|
|||||||
|
Balance
at January 1 |
(44,301
|
)
|
-
|
|||||
|
Principal
amount loaned |
(5,000
|
)
|
(81,250
|
)
| ||||
|
Loan
drawdown costs |
194
|
3,551
|
||||||
|
Derivative
financial liability at date of drawdown |
90
|
1,872
|
||||||
|
Derivative
financial asset at date of drawdown |
(11
|
)
|
(202
|
)
| ||||
|
Accretion
interest |
(1,131
|
)
|
(2,772
|
)
| ||||
|
Cash
repayment of principal |
10,050
|
34,500
|
||||||
|
Balance
at December 31 |
(40,109
|
)
|
(44,301
|
)
| ||||
|
December 31,
2023
US$000
|
December 31,
2022
US$000
|
|||||||
|
Balance
at January 1 |
128
|
-
|
||||||
|
Derivative
financial asset at date of drawdown |
11
|
202
|
||||||
|
Fair
value adjustments in the period |
39
|
(74
|
)
| |||||
|
Non-current
asset at December 31 |
178
|
128
|
||||||
157
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 23. |
INTEREST-BEARING
LOANS AND BORROWINGS (CONTINUED) |
|
December 31,
2023
US$000
|
December 31,
2022
US$000
|
|||||||
|
Balance
at January 1 |
(1,569
|
)
|
-
|
|||||
|
Derivative
financial liability at date of drawdown |
(90
|
)
|
(1,872
|
)
| ||||
|
Fair
value adjustments in the period |
1,133
|
303
|
||||||
|
Non-current
liability at December 31 |
(526
|
)
|
(1,569
|
)
| ||||
In May 2022, the Company announced a US$45.2 million investment from MiCo IVD Holdings, LLC. The investment consists of an equity investment of US$25.2 million and a seven -year, unsecured junior convertible note of US$20.0 million. The convertible note has an interest rate of 1.5%. The convertible note mandatorily converts into ADSs if the volume weighted average price of the Company’s ADSs is at or above US$16.20 for any five consecutive NASDAQ trading days. For further details on the convertible note, refer to the Company’s Form 6-K filings with the SEC on April 11, 2022.
|
December 31,
2023
US$000
|
December 31,
2022
US$000
|
|||||||
|
Balance
at January 1 |
(13,746
|
)
|
-
|
|||||
|
Principal
amount loaned |
-
|
(20,000
|
)
| |||||
|
Loan
origination costs |
-
|
40
|
||||||
|
Equity
component at date of issue |
-
|
6,709
|
||||||
|
Accretion
interest |
(796
|
)
|
(495
|
)
| ||||
|
Non-current
liability at December 31 |
(14,542
|
)
|
(13,746
|
)
| ||||
158
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 24. |
LEASE
LIABILITIES |
|
|
December
31, 2023
US$’000
|
December
31, 2022
US$’000
| ||||||
|
Current liabilities
|
||||||||
|
Lease liabilities related to Right
of Use assets |
1,694
|
1,631
|
||||||
|
Sale and leaseback liabilities
|
-
|
45
|
||||||
|
|
||||||||
|
|
1,694
|
1,676
|
||||||
|
Non-Current liabilities
|
||||||||
|
Lease liabilities related to Right
of Use assets |
10,872
|
12,267
|
||||||
|
|
December 31,
2023
US$’000
|
|||||||||||
|
Lease liabilities
related to
Right of Use
assets |
||||||||||||
|
|
Minimum
lease
payments |
Interest |
Principal |
|||||||||
|
Less than one year |
2,221
|
577
|
1,644
|
|||||||||
|
In more than one year, but not more
than two |
2,243
|
498
|
1,745
|
|||||||||
|
In more than two years but not more
than five |
5,442
|
1,017
|
4,425
|
|||||||||
|
More than five years |
5,400
|
648
|
4,752
|
|||||||||
|
|
||||||||||||
|
|
15,306
|
2,740
|
12,566
|
|||||||||
159
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 24. |
LEASE LIABILITIES (CONTINUED) |
|
|
December 31,
2022
US$’000
|
December 31,
2022
US$’000
|
||||||||||||||||||||||
|
Lease liabilities
related to
Right of Use
assets |
Sale and leaseback
Liabilities
|
|||||||||||||||||||||||
|
|
Minimum
lease
payments |
Interest |
Principal |
Minimum
lease
payments |
Interest |
Principal |
||||||||||||||||||
|
Less than one year |
2,249
|
618
|
1,631
|
46
|
1
|
45
|
||||||||||||||||||
|
In more than one year, but not more
than two |
2,240
|
561
|
1,679
|
-
|
-
|
-
|
||||||||||||||||||
|
In more than two years but not more
than five |
5,739
|
1,217
|
4,522
|
-
|
-
|
-
|
||||||||||||||||||
|
more than five years |
6,968
|
902
|
6,066
|
-
|
-
|
-
|
||||||||||||||||||
|
|
||||||||||||||||||||||||
|
|
17,196
|
3,298
|
13,898
|
46
|
1
|
45
|
||||||||||||||||||
| 25. |
COMMITMENTS
AND CONTINGENCIES |
| (a) |
Capital
Commitments |
| (b) |
Leasing
Commitments |
160
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 25. |
COMMITMENTS AND
CONTINGENCIES (CONTINUED) |
| (c) |
Bank Security |
| (d) |
Group
Company Guarantees |
Pursuant to the provisions of Section 357, Companies Act, 2014, the Company has guaranteed the liabilities of Trinity Biotech Manufacturing Limited, Trinity Research Limited and Trinity Biotech Financial Services Limited subsidiary undertakings in the Republic of Ireland, for the financial year to December 31, 2023 and, as a result, these subsidiary undertakings have been exempted from the filing provisions of Section 357, Companies Act, 2014. Where the company enters into these guarantees of the indebtedness of other companies within its Group, the Company considers these to be insurance arrangements and accounts for them as such. The Company treats the guarantee contract as a contingent liability until such time as it becomes probable that the company will be required to make a payment under the guarantee. The Company does not enter into financial guarantees with third parties.
| (e) |
Government
Grant Contingencies |
| (f) |
Contingency
relating to the sale of Fitzgerald Industries |
On April 27, 2023 the Company announced it had closed the sale of Fitzgerald Industries (“Fitzgerald”) to Biosynth for cash proceeds of approximately US$30 million subject to customary adjustments. In a telephone call conducted in March 2024, a representative of Biosynth alleged a breach of certain of the warranties set out in the Share Purchase Agreement for the sale of Fitzgerald. To date, Biosynth has not formally served notice of a breach of warranty claim on the Company as required by the Share Purchase Agreement and no supporting evidence has been presented to show that a breach of warranty has occurred. At the date of approval of these financial statements, as we have yet to receive a formal breach of warranty claim, and as no evidence has been presented to us of a loss or cause of loss, it is disputed whether certain events have occurred or whether those events result in a present obligation. No liability has therefore been recorded for this possible obligation in the Statement of Financial Position as at December 31, 2023.
| (g) |
Other Contingencies |
161
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 26. |
RELATED
PARTY TRANSACTIONS |
|
The Group has related
party relationships with its subsidiaries, and with its directors and executive officers.
Leasing
arrangements with related parties
The
Group has entered into various arrangements with JRJ Investments (“JRJ”), a partnership owned by Mr O’Caoimh and Dr
Walsh, directors of Trinity Biotech, and directly with Mr O’Caoimh, to provide premises at IDA Business Park, Bray, County Wicklow,
Ireland.
The
Group entered into an agreement with JRJ for a 25-year
lease commencing in December 2003 for offices that were adjacent to its then premises at IDA Business Park, Bray, County Wicklow, Ireland
with an annual rent of €381,000
(US$421,000).
Upward-only rent reviews are carried out every five years and there have been no increases arising from these rent reviews.
In
2007, the Group entered into a 25-year lease agreement with Mr O’Caoimh and Dr Walsh for a 43,860
square foot manufacturing facility in Bray, Ireland with an annual rent of €787,000
(US$869,000).
Subsequent to the signing of this lease, the ownership of the building transferred from JRJ to Mr
O’Caoimh solely. In 2016, the Group also entered into a 10-year lease agreement with Mr O’Caoimh for a warehouse of
16,000
square feet adjacent to the leased manufacturing facility in Bray, Ireland. The annual rent for the warehouse is €144,000
(US$159,000).
At the time, independent valuers advised the Group that the rent in respect of each of the leases represented a fair market rent. Upward-only
rent reviews are carried out every five years and there have been no increases to date arising from these rent reviews. A rent review
of the 43,860
square foot facility and the warehouse is currently ongoing. The review of the 43,860 square foot facility has been referred
to an independent arbitrator for determination.
In
late 2020, the Group occupied some additional space adjoining the warehouse owned by Mr O’Caoimh. This was a short-term arrangement,
and no payments were made for the additional space during 2020 and 2021. The Company vacated this space in 2021. In 2022, the rent payable
to Mr O’Caoimh of US$90,000
was settled.
At the
time that the arrangements were entered into, Trinity Biotech and its directors (excepting Mr O’Caoimh and Dr Walsh who expressed
no opinion on this point) believed they represented a fair and reasonable basis on which the Group could meet its ongoing requirements
for premises. Dr Walsh has no ownership interest in the additional space adjoining the warehouse owned by Mr O’Caoimh and was therefore
entitled to express an opinion on this arrangement. |
|
Compensation
of key management personnel of the Group
During
the years ended December 31, 2023 and 2022, the key management personnel of the Group were made up of the following directors; Mr.
Ronan O’Caoimh, Dr Jim Walsh, Mr. John Gillard and Mr. Aris Kekedjian (who resigned as CEO and member of the Trinity Board of Directors
effective December 17, 2023). Compensation for the year for these personnel is detailed below: |
|
|
December 31,
2023 |
December 31,
2022 |
||||||
|
|
US$’000
|
US$’000
|
||||||
|
Short-term
employee benefits |
1,774
|
1,074
|
||||||
|
Performance
related bonus |
211
|
512
|
||||||
|
Post-employment
benefits |
26
|
24
|
||||||
|
Share-based
compensation benefits as calculated under IFRS 2 |
1,601
|
1,690
|
||||||
|
|
||||||||
|
|
3,612
|
3,300
|
||||||
162
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 26. |
RELATED PARTY TRANSACTIONS
(CONTINUED) |
|
|
‘A’
Ordinary Shares |
Share
options |
||||||
|
At
January 1, 2023 |
11,117,777
|
40,547,336
|
||||||
|
Shares
of retired / resigned directors |
-
|
-
|
||||||
|
Options
of retired / resigned directors |
-
|
(20,000,000
|
)
| |||||
|
Shares
purchased during the year |
-
|
-
|
||||||
|
Shares
sold during the year |
-
|
-
|
||||||
|
Granted
|
-
|
14,000,000
|
||||||
|
Expired
/ forfeited |
-
|
(4,160,000
|
)
| |||||
|
|
||||||||
|
At
December 31, 2023 |
11,117,777
|
30,387,336
|
||||||
|
|
‘A’
Ordinary Shares |
Share
options |
||||||
|
At
January 1, 2022 |
9,077,713
|
16,738,000
|
||||||
|
Shares
of retired director |
(626,600
|
)
|
-
|
|||||
|
Options
of retired director |
-
|
(2,924,000
|
)
| |||||
|
Shares
purchased during the year |
2,666,664
|
(2,666,664
|
)
| |||||
|
Shares
sold during the year |
-
|
-
|
||||||
|
Granted
|
-
|
29,400,000
|
||||||
|
Expired
/ forfeited |
-
|
-
|
||||||
|
|
||||||||
|
At
December 31, 2022 |
11,117,777
|
40,547,336
|
||||||
163
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 27. |
CAPITAL
AND FINANCIAL RISK MANAGEMENT |
|
|
Level
1 |
Level
2 |
Total
carrying
amount
|
Fair
Value
|
|||||||||||||||
|
|
Note
|
US$’000
|
US$’000
|
US$’000
|
US$’000
|
||||||||||||||
|
December 31,
2023 |
|||||||||||||||||||
|
Loans
and receivables at amortised cost |
|||||||||||||||||||
|
Trade
receivables |
17
|
10,698
|
-
|
10,698
|
10,698
|
||||||||||||||
|
Cash and cash equivalents
|
18
|
3,691
|
-
|
3,691
|
3,691
|
||||||||||||||
|
Finance
lease receivable |
15,
17 |
155
|
-
|
155
|
155
|
||||||||||||||
|
|
|||||||||||||||||||
|
|
14,544
|
-
|
14,544
|
14,544
|
|||||||||||||||
|
Liabilities
at amortised cost |
|||||||||||||||||||
|
Senior
secured term loan |
23
|
-
|
(40,109
|
)
|
(40,109
|
)
|
(40,109
|
)
| |||||||||||
|
Convertible
note |
23
|
-
|
(14,542
|
)
|
(14,542
|
)
|
(14,542
|
)
| |||||||||||
|
Exchangeable
note |
23
|
-
|
(210
|
)
|
(210
|
)
|
(210
|
)
| |||||||||||
|
Lease
liabilities |
24
|
(12,566
|
)
|
-
|
(12,566
|
)
|
(12,566
|
)
| |||||||||||
|
Trade
and other payables (excluding deferred income) |
21
|
(12,752
|
)
|
-
|
(12,752
|
)
|
(12,752
|
)
| |||||||||||
|
Provisions
|
22
|
(50
|
)
|
-
|
(50
|
)
|
(50
|
)
| |||||||||||
|
|
|||||||||||||||||||
|
|
(25,368
|
)
|
(54,861
|
)
|
(80,229
|
)
|
(80,229
|
)
| |||||||||||
|
Fair
value through profit and loss (FVPL) |
|||||||||||||||||||
|
Derivative
liability - warrants |
23
|
-
|
(526
|
)
|
(526
|
)
|
(526
|
)
| |||||||||||
|
Derivative
asset – prepayment option |
23
|
-
|
178
|
178
|
178
|
||||||||||||||
|
|
|||||||||||||||||||
|
|
-
|
(348
|
)
|
(348
|
)
|
(348
|
)
| ||||||||||||
|
|
|||||||||||||||||||
|
|
(10,824
|
)
|
(55,209
|
)
|
(66,033
|
)
|
(66,033
|
)
| |||||||||||
|
For
financial reporting purposes, fair value measurements are categorized into Level 1, 2 or 3 based on the degree to which inputs to the
fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described
as follows:
Level 1: quoted prices
(unadjusted) in active markets for identical assets or liabilities
Level 2: valuation techniques
for which the lowest level of inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly
Level 3: valuation techniques
for which the lowest level of inputs that have a significant effect on the recorded fair value are not based on observable market data.
|
164
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 27. |
CAPITAL
AND FINANCIAL RISK MANAGEMENT (CONTINUED) |
|
|
Level
1 |
Level
2 |
Total
carrying
amount
|
Fair
Value
|
|||||||||||||||
|
|
Note
|
US$’000
|
US$’000
|
US$’000
|
US$’000
|
||||||||||||||
|
December 31,
2022 |
|||||||||||||||||||
|
Loans
and receivables at amortised cost |
|||||||||||||||||||
|
Trade
receivables |
17
|
12,620
|
-
|
12,620
|
12,620
|
||||||||||||||
|
Cash
and cash equivalents |
18
|
6,578
|
-
|
6,578
|
6,578
|
||||||||||||||
|
Finance
lease receivable |
15,
17 |
170
|
-
|
170
|
170
|
||||||||||||||
|
|
19,368
|
-
|
19,368
|
19,368
|
|||||||||||||||
|
Liabilities
at amortised cost |
|||||||||||||||||||
|
Senior
secured term loan |
23
|
-
|
(44,301
|
)
|
(44,301
|
)
|
(44,301
|
)
| |||||||||||
|
Convertible
note |
23
|
-
|
(13,746
|
)
|
(13,746
|
)
|
(13,746
|
)
| |||||||||||
|
Exchangeable
note¹ |
23
|
-
|
|
(210
|
) |
(210
|
)
|
(210
|
)
| ||||||||||
|
Lease
liabilities |
24
|
(13,943
|
)
|
-
|
(13,943
|
)
|
(13,943
|
)
| |||||||||||
|
Trade
and other payables (excluding deferred income) |
21
|
(15,261
|
)
|
-
|
(15,261
|
)
|
(15,261
|
)
| |||||||||||
|
Provisions
|
22
|
(50
|
)
|
-
|
(50
|
)
|
(50
|
)
| |||||||||||
|
|
|||||||||||||||||||
|
|
(29,254
|
)
|
(58,257
|
)
|
(87,511
|
)
|
(87,511
|
)
| |||||||||||
|
Fair
value through profit and loss (FVPL) |
|||||||||||||||||||
|
Derivative
liability - warrants |
23
|
-
|
(1,569
|
)
|
(1,569
|
)
|
(1,569
|
)
| |||||||||||
|
Derivative
asset – prepayment option |
23
|
-
|
128
|
128
|
128
|
||||||||||||||
|
|
|||||||||||||||||||
|
|
-
|
(1,441
|
)
|
(1,441
|
)
|
(1,441
|
)
| ||||||||||||
|
|
|||||||||||||||||||
|
|
(9,886
|
)
|
(59,698
|
)
|
(69,584
|
)
|
(69,584
|
)
| |||||||||||
165
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 27. |
CAPITAL
AND FINANCIAL RISK MANAGEMENT (CONTINUED) |
|
As
at December 31, 2023 |
Note
|
Effective
interest
rate |
Total
US$’000
|
6
mths or less
US$’000
|
6
–12 mths
US$’000
|
1-2
years
US$’000
|
2-5
years
US$’000
|
>
5 years
US$’000
|
|||||||||||||||||||||||
|
Cash and cash equivalents
|
18
|
0.00
|
%
|
3,691
|
3,691
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||
|
Lease
receivable |
15,17
|
4.0
|
%
|
155
|
62
|
39
|
49
|
5
|
-
|
||||||||||||||||||||||
|
Exchangeable
note1 |
23
|
4.8
|
%
|
(210
|
)
|
-
|
-
|
-
|
-
|
(210
|
)
| ||||||||||||||||||||
|
Senior secured term loan2
|
23
|
16.3
|
%
|
(40,109
|
)
|
-
|
-
|
-
|
(40,109
|
)
|
-
|
||||||||||||||||||||
|
Convertible
note3 |
23
|
1.5
|
%
|
(14,542
|
)
|
-
|
-
|
-
|
-
|
(14,542
|
)
| ||||||||||||||||||||
|
Lease
payable on Right of Use assets |
24
|
5.0
|
%
|
(12,566
|
)
|
(812
|
)
|
(832
|
)
|
(1,745
|
)
|
(4,425
|
)
|
(4,752
|
)
| ||||||||||||||||
|
|
|||||||||||||||||||||||||||||||
|
Total
|
(63,581
|
)
|
2,941
|
(793
|
)
|
(1,696
|
)
|
(44,529
|
)
|
(19,504
|
)
| ||||||||||||||||||||
|
As
at December 31, 2022 |
Note
|
Effective
interest
rate |
Total
US$’000
|
6
mths or less
US$’000
|
6
–12 mths
US$’000
|
1-2
years
US$’000
|
2-5
years
US$’000
|
>
5 years
US$’000
|
|||||||||||||||||||||||
|
Cash and cash equivalents
|
18
|
0.00
|
%
|
6,578
|
6,578
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||
|
Lease
receivable |
15,17
|
4.0
|
%
|
170
|
46
|
41
|
49
|
34
|
-
|
||||||||||||||||||||||
|
Exchangeable
note1 |
23
|
4.8
|
%
|
(210
|
)
|
-
|
-
|
-
|
-
|
(210
|
)
| ||||||||||||||||||||
|
Senior secured term loan2
|
23 |
15.4
|
%
|
(44,301
|
)
|
-
|
-
|
-
|
(44,301
|
)
|
|||||||||||||||||||||
|
Convertible note3
|
23
|
1.5
|
%
|
(13,746
|
)
|
-
|
-
|
-
|
-
|
(13,746
|
)
| ||||||||||||||||||||
|
Lease payable on Right of Use
assets |
5.0
|
%
|
(13,898
|
)
|
(812
|
)
|
(819
|
)
|
(1,679
|
)
|
(4,522
|
)
|
(6,066
|
)
| |||||||||||||||||
|
Lease payable on sale & leaseback
transactions
|
24
|
5.0
|
%
|
(45
|
)
|
(35
|
)
|
(10
|
)
|
-
|
-
|
-
|
|||||||||||||||||||
|
Total
|
(65,452
|
)
|
5,777
|
(788
|
)
|
(1,630
|
)
|
(48,789
|
)
|
(20,022
|
)
| ||||||||||||||||||||
166
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 27. |
CAPITAL AND FINANCIAL
RISK MANAGEMENT (CONTINUED) |
|
|
December 31,
2023
US$‘000
|
December 31,
2022
US$‘000
|
||||||
|
Variable
rate instruments |
||||||||
|
Cash
at bank and in hand |
3,691
|
6,578
|
||||||
|
Variable
rate financial liabilities (senior secured term loan) |
(40,109
|
)
|
(44,301
|
)
| ||||
|
|
||||||||
|
|
(36,418
|
)
|
(37,723
|
)
| ||||
|
Fixed
rate instruments |
||||||||
|
Fixed
rate financial liabilities (exchangeable note) |
(210
|
)
|
(210
|
)
| ||||
|
Fixed
rate financial liabilities (convertible note) |
(14,542
|
)
|
(13,746
|
)
| ||||
|
Fixed
rate financial liabilities (lease payables) |
(12,566
|
)
|
(13,943
|
)
| ||||
|
Financial
assets (lease receivables) |
155
|
170
|
||||||
|
|
||||||||
|
|
(27,163
|
)
|
(27,729
|
)
| ||||
|
Fair
value sensitivity analysis for fixed rate instruments
The
Group does not account for any fixed rate financial liabilities at fair value through profit and loss. Therefore, a change in interest
rates at December 31, 2023 or December 31, 2022 would not affect profit or loss. There was no significant difference between the fair
value and carrying value of the Group’s trade receivables and trade and other payables at December 31, 2023 and December 31, 2022
as all fell due within 6 months.
Liquidity
risk
The following are the
contractual maturities of financial liabilities, including estimated interest payments: |
|
As
at December 31, 2023
US$’000
|
Carrying
amount US$’000
|
Contractual
cash flows US$’000
|
6
mths or
less US$’000
|
6
mths –
12
mths
US$’000
|
1-2
years
US$’000
|
2-5
years
US$’000
|
>5
years
US$’000
|
|||||||||||||||||||||
|
Financial
liabilities |
||||||||||||||||||||||||||||
|
Trade
and other payables (excluding deferred income) |
12,752
|
12,752
|
12,752
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||
|
Lease
payable on Right of Use assets |
12,566
|
15,306
|
1,107
|
1,114
|
2,243
|
5,442
|
5,400
|
|||||||||||||||||||||
|
Senior
secured term loan¹ |
40,109
|
56,121
|
3,461
|
3,461
|
6,922
|
42,277
|
-
|
|||||||||||||||||||||
|
Convertible
note |
14,542
|
21,650
|
150
|
150
|
300
|
900
|
20,150
|
|||||||||||||||||||||
|
Exchangeable
notes |
210
|
389
|
4
|
4
|
8
|
24
|
349
|
|||||||||||||||||||||
|
|
||||||||||||||||||||||||||||
|
|
80,179
|
106,218
|
17,474
|
4,729
|
9,473
|
48,643
|
25,899
|
|||||||||||||||||||||
167
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 27. |
CAPITAL
AND FINANCIAL RISK MANAGEMENT (CONTINUED) |
|
As
at December 31, 2022
US$’000
|
Carrying
amount US$’000
|
Contractual
cash flows US$’000
|
6
mths or
less US$’000
|
6
mths –
12
mths
US$’000
|
1-2
years
US$’000
|
2-5
years
US$’000
|
>5
years
US$’000
|
|||||||||||||||||||||
|
Financial
liabilities |
||||||||||||||||||||||||||||
|
Trade
and other payables (excluding deferred income) |
15,261
|
15,261
|
15,261
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||
|
Lease
payable on Right of Use assets |
13,898
|
17,196
|
1,120
|
1,130
|
2,240
|
5,739
|
6,967
|
|||||||||||||||||||||
|
Lease
payable on sale & leaseback transactions |
45
|
46
|
36
|
10
|
-
|
-
|
-
|
|||||||||||||||||||||
|
Senior
secured term loan¹ |
44,301
|
69,519
|
4,194
|
3,595
|
7,190
|
54,540
|
-
|
|||||||||||||||||||||
|
Convertible
note |
13,746
|
21,900
|
150
|
150
|
300
|
900
|
20,400
|
|||||||||||||||||||||
|
Exchangeable
notes |
210
|
397
|
4
|
4
|
8
|
24
|
357
|
|||||||||||||||||||||
|
|
||||||||||||||||||||||||||||
|
|
87,461
|
124,319
|
20,765
|
4,889
|
9,738
|
61,203
|
27,724
|
|||||||||||||||||||||
|
EUR
|
GBP
|
SEK
|
CAD
|
BRL
|
Other
|
|||||||||||||||||||
|
As
at December 31, 2023 |
US$‘000
|
US$‘000
|
US$‘000
|
US$‘000
|
US$‘000
|
US$‘000
|
||||||||||||||||||
|
Cash
|
219
|
15
|
5
|
191
|
854
|
-
|
||||||||||||||||||
|
Trade
and other receivable |
856
|
100
|
-
|
533
|
1,533
|
-
|
||||||||||||||||||
|
Trade
and other payables |
(3,766
|
)
|
(100
|
)
|
(12
|
)
|
(220
|
)
|
(704
|
)
|
(1
|
) | ||||||||||||
|
Lease
liabilities |
(8,349
|
)
|
-
|
-
|
-
|
(241
|
)
|
-
|
||||||||||||||||
|
|
||||||||||||||||||||||||
|
Total
exposure |
(11,040
|
)
|
15
|
(7
|
)
|
504
|
1,442
|
(1
|
) | |||||||||||||||
|
EUR
|
GBP
|
SEK
|
CAD
|
BRL
|
Other
|
|||||||||||||||||||
|
As
at December 31, 2022 |
US$‘000
|
US$‘000
|
US$‘000
|
US$‘000
|
US$‘000
|
US$‘000
|
||||||||||||||||||
|
Cash
|
700
|
199
|
5
|
2,061
|
756
|
-
|
||||||||||||||||||
|
Trade
and other receivable |
1,001
|
27
|
-
|
950
|
1,443
|
-
|
||||||||||||||||||
|
Trade
and other payables |
(3,481
|
)
|
(5
|
)
|
(6
|
)
|
(473
|
)
|
(662
|
)
|
-
|
|||||||||||||
|
Lease
liabilities |
(9,024
|
)
|
-
|
-
|
-
|
(277
|
)
|
-
|
||||||||||||||||
|
|
||||||||||||||||||||||||
|
Total
exposure |
(10,804
|
)
|
221
|
(1
|
)
|
2,538
|
1,260
|
-
|
||||||||||||||||
168
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 27. |
CAPITAL
AND FINANCIAL RISK MANAGEMENT (CONTINUED) |
|
|
Profit
or Loss
US$’000
|
|||
|
December 31,
2023 |
||||
|
Euro
|
1,004
|
|||
|
December 31,
2022 |
||||
|
Euro
|
982
|
|||
|
Profit
or Loss
US$000
|
||||
|
December 31,
2023 |
||||
|
Euro
|
(1,227
|
)
| ||
|
December 31,
2022 |
||||
|
Euro
|
(1,200
|
)
| ||
169
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 27. |
CAPITAL
AND FINANCIAL RISK MANAGEMENT (CONTINUED) |
|
|
Carrying
Value December 31, 2023 US$’000 |
Carrying
Value December 31, 2022 US$’000 |
||||||
|
Third
party trade receivables (Note 17) |
10,698
|
12,620
|
||||||
|
Finance
lease income receivable (Note 17) |
155
|
170
|
||||||
|
Cash
and cash equivalents (Note 18) |
3,691
|
6,578
|
||||||
|
|
||||||||
|
|
14,544
|
19,368
|
||||||
|
|
Carrying
Value December 31, 2023 US$’000 |
Carrying
Value December 31, 2022 US$’000 |
||||||
|
United
States |
4,041
|
6,061
|
||||||
|
Euro-zone
countries |
851
|
1,183
|
||||||
|
United
Kingdom |
126
|
67
|
||||||
|
Other
regions |
5,835
|
5,479
|
||||||
|
|
||||||||
|
|
10,853
|
12,790
|
||||||
|
|
Carrying
Value December 31, 2023 US$’000 |
Carrying
Value December 31, 2022 US$’000 |
||||||
|
End-user
customers |
5,029
|
7,365
|
||||||
|
Distributors
|
5,399
|
4,630
|
||||||
|
Non-governmental
organisations |
425
|
795
|
||||||
|
|
||||||||
|
|
10,853
|
12,790
|
||||||
170
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 27. |
CAPITAL
AND FINANCIAL RISK MANAGEMENT (CONTINUED) |
|
|
Gross
|
Impairment
|
Expected
Credit Loss Rate |
Gross
|
Impairment
|
Expected
Credit Loss Rate |
||||||||||||||||||
|
|
2023
|
2023
|
2023
|
2022
|
2022
|
2022
|
||||||||||||||||||
|
|
US$’000
|
US$’000
|
%
|
US$’000
|
US$’000
|
%
|
||||||||||||||||||
|
Not
past due |
8,031
|
-
|
-
|
8,341
|
-
|
-
|
||||||||||||||||||
|
Past
due 0-30 days |
1,534
|
-
|
-
|
1,622
|
-
|
-
|
||||||||||||||||||
|
Past
due 31-120 days |
856
|
22
|
2.6
|
%
|
1,564
|
23
|
1.5
|
%
| ||||||||||||||||
|
Greater
than 120 days |
2,601
|
2,302
|
88.5
|
%
|
3,783
|
2,668
|
70.5
|
%
| ||||||||||||||||
|
|
||||||||||||||||||||||||
|
|
13,022
|
2,324
|
-
|
15,310
|
2,691
|
-
|
||||||||||||||||||
|
|
2023
|
2022
|
||||||
|
|
US$’000
|
US$’000
|
||||||
|
Balance
at January 1 |
2,691
|
2,986
|
||||||
|
Charged
to costs and expenses |
715
|
1,240
|
||||||
|
Amounts
written off during the year |
(977
|
)
|
(1,535
|
)
| ||||
|
Eliminated
on disposal of business |
(105
|
)
|
-
|
|||||
|
|
||||||||
|
Balance
at December 31 |
2,324
|
2,691
|
||||||
171
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 28. |
RECONCILIATION OF LIABILITIES ARISING FROM FINANCING ACTIVITIES |
The changes in the Group’s liabilities arising from financing activities can be classified as follows:
|
|
Note
|
Borrowings
& derivative financial instruments US$’000 |
Lease
liabilities US$’000 |
||||||||
|
Balance
at January 1, 2023 |
23,24
|
59,826
|
13,943
|
||||||||
|
Cash-flows:
|
|||||||||||
|
Principal
amount loaned – term loan |
5,000
|
-
|
|||||||||
|
Loan
origination costs paid |
(194
|
)
|
-
|
||||||||
|
Interest paid for senior secured term loan |
(7,314
|
)
|
-
|
||||||||
|
Interest
paid for convertible note |
(300
|
)
|
-
|
||||||||
|
Interest
paid for exchangeable notes |
(8
|
)
|
-
|
||||||||
|
Repayment
of term loan |
(10,050
|
)
|
|||||||||
|
Repayment
of leases |
-
|
(2,318
|
)
| ||||||||
|
Penalty
paid for early settlement of term loan |
(905
|
)
|
-
|
||||||||
|
Non-cash:
|
-
|
||||||||||
|
Interest
charged |
7,622
|
-
|
|||||||||
|
Penalty
for early settlement charged |
905
|
-
|
|||||||||
|
Derivative
financial asset at date of issue |
23
|
11
|
-
|
||||||||
|
Disposals
(related to Right of Use assets) |
-
|
(106
|
)
| ||||||||
|
Additions
(related to Right of Use assets) |
-
|
112
|
|||||||||
|
Exchange
adjustment |
-
|
311
|
|||||||||
|
Accretion
interest |
1,927
|
624
|
|||||||||
|
Fair
value of derivative liability - warrants |
(1,133
|
)
|
-
|
||||||||
|
|
|||||||||||
|
Balance
at December 31, 2023 |
23,24
|
55,387
|
12,566
|
||||||||
172
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 28. |
RECONCILIATION OF LIABILITIES ARISING FROM FINANCING ACTIVITIES (CONTINUED) |
|
|
Note
|
Borrowings
& derivative financial instruments US$’000 |
Lease
liabilities US$’000 |
||||||||
|
Balance
at January 1, 2022 |
23,24
|
83,343
|
15,845
|
||||||||
|
Cash-flows:
|
|||||||||||
|
Principal
amount loaned – term loan |
81,250
|
-
|
|||||||||
|
Principal
amount loaned – convertible note |
20,000
|
-
|
|||||||||
|
Loan
origination costs paid |
(3,591
|
)
|
-
|
||||||||
|
Interest
paid for term loan |
(6,424
|
)
|
-
|
||||||||
|
Interest
paid for convertible note |
(199
|
)
|
-
|
||||||||
|
Interest
paid for exchangeable notes |
(1,293
|
)
|
-
|
||||||||
|
Repayment
of exchangeable notes |
(86,730
|
)
|
-
|
||||||||
|
Repayment
of term loan |
(34,500
|
)
|
-
|
||||||||
|
Repayment
of CEBA loan |
(23
|
)
|
(2,761
|
)
| |||||||
|
Penalty
paid for early settlement of term loan |
(3,450
|
)
|
-
|
||||||||
|
Non-cash:
|
|||||||||||
|
Interest
charged |
7,914
|
-
|
|||||||||
|
Penalty
for early settlement charged |
3,450
|
-
|
|||||||||
|
Shares
issued as consideration for purchase of Exchangeable Notes |
(6,133
|
)
|
-
|
||||||||
|
Equity
component of convertible note at date of issue |
(6,709
|
)
|
-
|
||||||||
|
Derivative
financial asset at date of issue |
202
|
-
|
|||||||||
|
Loss
on disposal of Exchangeable Notes |
9,678
|
-
|
|||||||||
|
Additions
(related to Right of Use assets) |
-
|
830
|
|||||||||
|
Exchange
adjustment |
-
|
(628
|
)
| ||||||||
|
Loan
forgiven |
(7
|
)
|
-
|
||||||||
|
Accretion
interest |
3,351
|
657
|
|||||||||
|
Fair
value of derivative liability - warrants |
(303
|
)
|
-
|
||||||||
|
|
|||||||||||
|
Balance
at December 31, 2022 |
23,24
|
59,826
|
13,943
|
||||||||
173
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 29. |
POST
BALANCE SHEET EVENTS |
174
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 29. |
POST
BALANCE SHEET EVENTS (CONTINUED) |
The fair value of the total net assets acquired is US$23.2 million and comprises the following:
|
|
US$’000
|
|||
|
ASSETS
ACQUIRED |
||||
|
Non-current
assets |
||||
|
Property,
plant and equipment |
1,569
|
|||
|
Goodwill
|
12,071
|
|||
|
Other
intangible assets |
9,360
|
|||
|
Financial
assets |
9
|
|||
|
Total
non-current assets |
23,009
|
|||
|
Current
assets |
||||
|
Inventory
|
1,296
|
|||
|
Other
receivables |
135
|
|||
|
Total
current assets |
1,431
|
|||
|
Total
assets acquired |
24,440
|
|||
|
|
||||
|
LIABILITIES
ASSUMED |
||||
|
Current
liabilities |
||||
|
Trade
and other payables |
50
|
|||
|
Total
current liabilities |
50
|
|||
|
Non-current
liabilities |
||||
|
Deferred
tax liability |
1,170
|
|||
|
Total
non-current liabilities |
1,170
|
|||
|
Total
liabilities assumed |
1,220
|
|||
|
|
||||
|
NET
ASSETS ACQUIRED |
23,220
|
|||
| ○ |
Trading
Trigger: a US$5.0
million payment if, within the next 12 months, the
(i) the closing price of the Company’s ADSs does not exceed US$7.50 per ADS for at a least 20 consecutive trading days and (ii)
the average daily trading volume of the Company’s ADSs does not equal or exceed 20,000 ADSs for 20 consecutive trading days,
and |
| ○ |
Partnership
trigger: 50%
of the proceeds received by the Company (up to a maximum payment of additional consideration of US$15.0 million) on our entering into
certain commercial partnering agreements with certain glucose pump manufacturers in the next 24 months.
|
175
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 29. |
POST
BALANCE SHEET EVENTS |
Amendment and Restatement of Term Loan
176
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 30. |
ACCOUNTING ESTIMATES AND JUDGEMENTS |
177
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 30. |
ACCOUNTING ESTIMATES AND JUDGEMENTS (CONTINUED) |
| • |
Significant
underperformance relative to expected historical or projected future operating results; |
| • |
Significant changes in
the manner of our use of the acquired assets or the strategy for our overall business; |
| • |
Obsolescence
of products; |
| • |
Significant
decline in our stock price for a sustained period; and |
| • |
Our
market capitalisation relative to net book value. |
178
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 30. |
ACCOUNTING ESTIMATES AND JUDGEMENTS (CONTINUED) |
179
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 31. |
GROUP
UNDERTAKINGS |
|
Name
and registered office |
Principal
activity |
Principal Country of incorporation and operation |
Group % holding
| |||
|
Trinity
Biotech Manufacturing Limited
IDA
Business Park, Bray
County
Wicklow, Ireland |
Manufacture
and sale of diagnostic test kits |
Ireland
|
100%
| |||
|
Trinity
Research Limited
IDA
Business Park, Bray
County
Wicklow, Ireland |
Research
and development |
Ireland
|
100%
| |||
|
Trinity
Biotech Manufacturing Services Limited
IDA
Business Park, Bray
County
Wicklow, Ireland |
Dormant
|
Ireland
|
100%
| |||
|
Trinity
Biotech Luxembourg Sarl
1,
rue Bender,
L-1229
Luxembourg |
Investment
and provision of financial services |
Luxembourg
|
100%
| |||
|
Trinity
Biotech Inc
Girts
Road,
Jamestown,
NY
14702, USA |
Holding
Company |
U.S.A.
|
100%
| |||
|
Clark
Laboratories Inc
Trading
as Trinity Biotech (USA)
Girts
Road, Jamestown
NY14702,
USA |
Manufacture
and sale of diagnostic test kits |
U.S.A.
|
100%
| |||
|
Mardx
Diagnostics Inc
5919
Farnsworth Court
Carlsbad
CA
92008, USA |
Dormant
|
U.S.A.
|
100%
| |||
|
Biopool
US Inc (trading as Trinity Biotech Distribution)
Girts
Road, Jamestown
NY14702,
USA |
Sale
of diagnostic test kits |
U.S.A.
|
100%
| |||
|
Primus
Corporation
4231
E 75th Terrace
Kansas
City,
MO
64132, USA |
Manufacture
and sale of diagnostic test kits and instrumentation |
U.S.A.
|
100%
|
180
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 31. |
GROUP
UNDERTAKINGS (CONTINUED) |
|
Name
and registered office |
Principal activity
|
Principal
Country of |
Group % holding
| |||
|
Phoenix
Bio-tech Corp.
1166
South Service Road West
Oakville,
ON L6L 5T7
Canada.
|
Dormant
|
Canada
|
100%
| |||
|
Fiomi
Diagnostics Holding AB
Dag
Hammarskjöldsv 52A
SE-752
37 Uppsala
Sweden
|
Holding
Company |
Sweden
|
100%
| |||
|
Fiomi
Diagnostics AB
Dag
Hammarskjöldsv 52A
SE-752
37 Uppsala
Sweden
|
Discontinued
operation |
Sweden
|
100%
| |||
|
Trinity
Biotech Do Brasil
Comercio
e Importacao Ltda
Rua
Silva Bueno
1.660
– Cj. 101/102
Ipiranga
Sao
Paulo
Brazil
|
Sale
of diagnostic test kits |
Brazil
|
100%
| |||
|
Trinity
Biotech (UK) Ltd
Mills
and Reeve LLP
Botanic
House
100
Hills Road
Cambridge,
CB2 1PH
United
Kingdom |
Sales
& marketing activities |
UK
|
100%
| |||
|
Immco
Diagnostics Inc
60
Pineview Drive
Buffalo
NY
14228, USA |
Manufacture
and sale of autoimmune products and laboratory services |
U.S.A.
|
100%
| |||
|
Nova
Century Scientific Inc
5022
South Service Road
Burlington
Ontario
Canada
|
Manufacture
and sale of autoimmune products and infectious diseases |
Canada
|
100%
| |||
|
Trinity
Biotech Investment Ltd
PO
Box 309
Ugland
House
Grand
Cayman
KY1-1104
Cayman
Islands |
Investment
and provision of financial services |
Cayman
Islands
|
100%
|
181
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 31. |
GROUP
UNDERTAKINGS (CONTINUED) |
|
Name
and registered office |
Principal
activity |
Principal
Country of incorporation and operation |
Group
% holding | |||
|
Trib
Biosensors Inc.
27700
S.W. 95th Avenue,
Wilsonville,
Oregon
97070, USA |
Manufacturing,
development, and sale of biosensors |
USA
|
100%
| |||
|
Konamite
Limited
IDA
Business Park, Bray
County
Wicklow, Ireland |
Sales
& marketing activities |
Ireland
|
100%
| |||
|
Trinity
Biotech Joint Venture Limited
IDA
Business Park, Bray
County
Wicklow, Ireland |
Holding
Company |
Ireland
|
100%
|
| 32. |
AUTHORISATION
FOR ISSUE |
These Group consolidated financial statements were authorised for issue by the Board of Directors on April 30, 2024.
182
|
TRINITY
BIOTECH PLC
|
||
|
By
|
/s/
Mr John Gillard
|
|
|
|
Mr
John Gillard
|
|
|
|
Director/
|
|
|
|
Chief
Executive Officer
|
|
|
|
Date:
April 30, 2024
|
|
|
By:
|
/s/
Mr Des Fitzgerald
|
|
|
|
Mr
Des Fitzgerald
|
|
|
|
Interim
Chief Financial Officer
|
|
|
|
Date:
April 30, 2024
|
|
| 4.21 | |
| 4.22 | |
| 99.7 | |
|
101.INS
|
XBRL
Instance Document (The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline
XBRL document).
|
|
101.SCH
|
Inline
XBRL Taxonomy Extension Schema Document.
|
|
101.PRE
|
Inline
XBRL Taxonomy Presentation Linkbase Document.
|
|
101.CAL
|
Inline
XBRL Taxonomy Calculation Linkbase Document.
|
|
101.LAB
|
Inline
XBRL Taxonomy Label Linkbase Document.
|
|
101.DEF
|
Inline
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
104
|
Cover
Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
|
|
|
• |
which would have an effect of delaying, deferring or preventing a change in control of the Company and which would operate only with respect to a merger, acquisition or corporate restructuring
involving the Company (or any of its subsidiaries); or
|
|
|
• |
governing the ownership threshold above which a shareholder ownership must be disclosed; or
|
|
|
• |
imposing conditions governing changes in the capital which are more stringent than is required by Irish law.
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Warrant ADSs: 2,500,000
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Issue Date: January 27, 2022 |
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GIVEN under the Common Seal of
Trinity Biotech PLC
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By:__________________________________________
Name:
Title:
Address for Notices:
Trinity Biotech plc
IDA Business Park,
Bray, Co. Wicklow, Ireland
A98 H5C8
Attention: John Gillard, CFO
Telephone: +353 1 276 9800
Email: Lennotice@trinitybiotech.com
With a copy to (which shall not constitute notice):
Carter Ledyard & Milburn LLP
2 Wall Street, New York, NY 10005
Attention: Steven J. Glusband, Esq.
Email: glusband@clm.com
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| By: |
Perceptive Credit Opportunities GP, LLC, its general partner
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Name of Person to Whom Warrant is being Transferred:
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______________________________________________________________ |
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Address of Person to Whom Warrant is being Transferred:
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______________________________________________________________
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| ______________________________________________________________ | |
| ______________________________________________________________ | |
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Number of Shares Subject to Warrant being Transferred:
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______________________________________________________________ |
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Dated: _______________ __, ______
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Holder’s Name:
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______________________________________________________________ |
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Holder’s Signature:
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______________________________________________________________ |
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Name of Authorized Signatory:
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______________________________________________________________ |
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Title of Authorized Signatory:
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______________________________________________________________ |
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Holder’s Address:
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______________________________________________________________ |
| ______________________________________________________________ |
| 1. |
Definitions. The following terms shall have the following meanings in this Agreement:
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| 2. |
Subordination.
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| 3. |
Modifications.
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| 5. |
[Reserved].
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SUBORDINATED LENDER:
MICO IVD HOLDINGS, LLC
By:
Name: Seon Kyu Jeon
Title: Manager
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SENIOR AGENT:
PERCEPTIVE CREDIT HOLDINGS III, LP
By: Perceptive Credit Opportunities GP, LLC, its general partner
By:
Name: Sandeep Dixit
Title: Chief Credit Officer
By:
Name: Sam Chawla
Title: Portfolio Manager |
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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED AT THE APPROPRIATE PLACES WITH FIVE ASTERISKS
[*****], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL, AND (II) THE TYPE THAT THE COMPANY TREATS AS PRIVATE AND CONFIDENTIAL
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BAYER HEALTHCARE LLC
By: s/Guru
Ramamurthy
Name: Guru
Ramamurthy
Title: CFO
Bayer US
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TRIB BIOSENSORS INC.
By: s/John
Gillard
Name: John
Gillard
Title: CEO
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WAVEFORM TECHNOLOGIES INC.
By: s/John
Alberico
Name: John
Alberico
Title:
President & CEO
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Warrant ADSs: 2,500,000
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Issue Date: January 30, 2024
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Warrant No. 2
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GIVEN under the Common Seal of
Trinity Biotech PLC
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By:__________________________________________
Name: John Gillard
Title: Director
Address for Notices:
Trinity Biotech plc
IDA Business Park,
Bray, Co. Wicklow, Ireland
A98 H5C8
Attention: John Gillard, CEO
Telephone: +353 1 276 9800
Email: Lennotice@trinitybiotech.com
With a copy to (which shall not constitute notice):
Carter Ledyard & Milburn LLP
2 Wall Street, New York, NY 10005
Attention: Steven J. Glusband, Esq.
Email: glusband@clm.com
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| By: |
Perceptive Credit Opportunities GP, LLC, its general partner
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Name of Person to Whom Warrant is being Transferred:
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______________________________________________________________ |
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Address of Person to Whom Warrant is being Transferred:
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______________________________________________________________
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| ______________________________________________________________ | |
| ______________________________________________________________ | |
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Number of Shares Subject to Warrant being Transferred:
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______________________________________________________________ |
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Dated: _______________ __, ______
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Holder’s Name:
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______________________________________________________________ |
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Holder’s Signature:
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______________________________________________________________ |
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Name of Authorized Signatory:
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______________________________________________________________ |
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Title of Authorized Signatory:
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______________________________________________________________ |
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Holder’s Address:
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______________________________________________________________ |
| ______________________________________________________________ |
| 1 |
Amendment to Warrant. Concurrently with the effectiveness of the Credit Agreement (the “Effective Date”):
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1.1 |
Section 2(b) of the Warrant is hereby amended to state in its entirety to read as follows:
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| 2 |
Covenants. If the Company determines that the terms of this Amendment require an amendment to the currently-effective Resale Registration Statement governing the Registrable Securities
issuable upon exercise of the Warrant to reflect the revised Exercise Price set forth in this Amendment (such amendment, an “F-3 Amendment”), then no later than April 30, 2024, the Company
shall prepare and file or shall cause to be prepared and filed with the Commission such F-3 Amendment. The F-3 Amendment (if any) shall be in form and substance reasonably acceptable to the Holder, and the Company shall use its
reasonable best efforts to cause such F-3 Amendment to be declared effective as soon as possible after filing. For the avoidance of doubt, the provisions of Section 13.03(b) of the Credit Agreement shall apply to any Claims or Losses
suffered by an Indemnified Party (each as defined in the Credit Agreement) arising from or relating to any misstatement or omission contained in the Resale Registration Statement, the F-3 Amendment, and any prospectus contained in
such Resale Registration Statement, any further amendment or supplement thereto, or any violation by the Company of the Securities Act or any rule or regulation promulgated thereunder applicable to the Company or any state securities
(or Blue Sky) law, rule or regulation and relating to action or inaction required of the Company in connection with any such registration.
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| 3 |
Effect of Amendment. On and after the date hereof, each reference in the Warrant to “this Warrant”, “hereunder”, “hereof”, “herein” or words of like import referring to the Warrant, shall
mean and be a reference to the Warrant after giving effect to this Amendment. Except as specifically set forth in this Amendment, the Warrant remains in full force and effect and is hereby ratified and confirmed.
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| 4 |
Governing Law. This Amendment, and all questions concerning the construction, validity, enforcement and interpretation of the Amendment, shall be governed by and construed and enforced in
accordance with the internal laws of the State of New York.
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| 5 |
Counterparts. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to
be an original, and all of which, when taken together, shall constitute but one and the same Amendment. Delivery of an executed counterpart of this Amendment by facsimile, DocuSign or a scanned copy by electronic mail shall be
equally as effective as delivery of an original executed counterpart of this Amendment.
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| 6 |
Binding Effect. This Amendment will be binding upon and inure to the benefit of and is enforceable by the respective successors and permitted assigns of the parties hereto.
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| 7 |
Incorporation By Reference. The provisions set forth in Sections 6(h) (Submission to Jurisdiction), 6(i) (Waiver of Venue, Etc.), and 6(j) (Waiver of Jury Trial) of the Warrant shall apply
to this Amendment in all respects.
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SIGNED AND DELIVERED for on behalf of and as the deed of TRINITY BIOTECH PLC by its lawfully
appointed attorney_____________________ in the presence of:
____________________________
Signature of witness
____________________________
Name of witness
____________________________
Address of witness
____________________________
Occupation of witness
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____________________________
Signature of attorney
____________________________
Print name of attorney
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| By: |
Perceptive Credit Opportunities GP, LLC, its general partner
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o |
For directors and officers of the Company, at least the later of (i) 90 days after the adoption or modification of the Qualified Trading Plan or (ii) two business days following the filing of the Form 20-F or Form 6-K containing the
quarterly financial results for the fiscal quarter in which the Qualified Trading Plan was adopted or modified; provided, that in any event, the required cooling-off period is not to exceed 120 days following adoption or modification of
the Qualified Trading Plan; and
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o |
For all other Company employees, a cooling-off period of at least 30 days between the establishment or modification of the Qualified Trading Plan and the commencement of any transactions under such plan.
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/s/ John Gillard *
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John Gillard
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Chief Executive Officer
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| * |
The originally executed copy of this Certification will be maintained at the Company’s offices and will be made available for inspection upon request.
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/s/ Des Fitzgerald *
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Des Fitzgerald
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Interim Chief Financial Officer
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| * |
The originally executed copy of this Certification will be maintained at the Company’s offices and will be made available for inspection upon request.
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/s/ John Gillard *
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John Gillard
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Chief Executive Officer
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| * |
The originally executed copy of this Certification will be maintained at the Company’s offices and will be made available for inspection upon request.
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/s/ Des Fitzgerald *
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Des Fitzgerald
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Interim Chief Financial Officer
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| * |
The originally executed copy of this Certification will be maintained at the Company’s offices and will be made available for inspection upon request.
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Form Type
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File Number
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Effective Date
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Form S-8
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333-182279
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6/22/2012
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Form S-8
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333-195232
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4/11/2014
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Form S-8
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333-253070
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2/12/2021
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Form F-3
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333-239701
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7/6/2020
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Form F-3
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333-264992
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5/16/2022
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Form F-3
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333-267160
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8/30/2022
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/s/ GRANT THORNTON
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Dublin, Ireland
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DATE April 30, 2024
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| 1. |
Policy Purpose. The purpose of this Incentive-Based Compensation Recovery Policy (the “Policy”) is to enable Trinity Biotech
plc. (the “Company”) to recover Erroneously Awarded Compensation in the event that the Company is required to prepare an Accounting Restatement. This Policy is intended to comply with the requirements set forth in Listing Rule 5608 of
the corporate governance rules of The NASDAQ Stock Market (the “Listing Rule”) and shall be construed and interpreted in accordance with such intent. Unless otherwise defined in this Policy, capitalized terms shall have the meaning
ascribed to such terms in Section 7 of the Policy.
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| 2. |
Policy Administration. This Policy shall be administered by the Compensation Committee of the Board (the “Committee”) unless
the Board determines to administer this Policy itself. The Committee has full and final authority to make all determinations under this Policy, in each case to the extent permitted under the Listing Rule and in compliance with (or pursuant to
an exemption from the application of) Section 409A of the Code. All determinations and decisions made by the Committee pursuant to the provisions of this Policy shall be final, conclusive and binding on all persons, including the Company, its
affiliates, its stockholders and Executive Officers. Any action or inaction by the Committee with respect to an Executive Officer under this Policy in no way limits the Committee’s actions or decisions not to act with respect to any other
Executive Officer under this Policy or under any similar policy, agreement or arrangement, nor shall any such action or inaction serve as a waiver of any rights the Company may have against any Executive Officer other than as set forth in
this Policy.
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| 3. |
Policy Application. This Policy applies to all Incentive-Based Compensation received by a person: (a) after beginning service as an
Executive Officer; (b) who served as an Executive Officer at any time during the performance period for such Incentive-Based Compensation; (c) while the Company had a class of securities listed on a national securities exchange or a national
securities association; and (d) during the three completed fiscal years immediately preceding the Accounting Restatement Date. In addition to such last three completed fiscal years, the immediately preceding clause (d) includes any transition
period that results from a change in the Company’s fiscal year within or immediately following such three completed fiscal years; provided, however, that a transition period between the last day of the Company’s previous
fiscal year end and the first day of its new fiscal year that comprises a period of nine to twelve months shall be deemed a completed fiscal year. For purposes of this Section 3, Incentive-Based Compensation is deemed received in the
Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive-Based Compensation award is attained, even if the payment or grant of the Incentive-Based Compensation occurs after the end of that period. For
the avoidance of doubt, Incentive-Based Compensation that is subject to both a Financial Reporting Measure vesting condition and a service-based vesting condition shall be considered received when the relevant Financial Reporting Measure is
achieved, even if the Incentive-Based Compensation continues to be subject to the service-based vesting condition.
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| 4. |
Policy Recovery Requirement. In the event of an Accounting Restatement, the Company must recover, reasonably promptly, Erroneously
Awarded Compensation, in amounts determined pursuant to this Policy. The Company’s obligation to recover Erroneously Awarded Compensation is not dependent on if or when the Company files restated financial statements. Recovery under this
Policy with respect to an Executive Officer shall not require the finding of any misconduct by such Executive Officer or such Executive Officer being found responsible for the accounting error leading to an Accounting
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a. |
The direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered. Before concluding that it would be impracticable to recover any amount
of Erroneously Awarded Compensation based on expense of enforcement, the Company must make a reasonable attempt to recover such Erroneously Awarded Compensation, document such reasonable attempt(s) to recover, and provide such documentation to
the Stock Exchange;
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b. |
Recovery would violate Irish law where that law was adopted prior to November 28, 2022. Before concluding that it would be impracticable to recover any amount of Erroneously Awarded
Compensation based on violation of Irish law, the Company must obtain an opinion of Irish counsel, acceptable to the Stock Exchange, that recovery would result in such a violation, and must provide such opinion to the Stock Exchange; or
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c. |
Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the registrant, to fail to meet the requirements of
Section 401(a)(13) or Section 411(a) of the Code.
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| 5. |
Policy Prohibition on Indemnification and Insurance Reimbursement. The Company is prohibited from indemnifying any Executive Officer
or former Executive Officer against the loss of Erroneously Awarded Compensation. Further, the Company is prohibited from paying or reimbursing an Executive Officer for the purchase of insurance to cover any such loss.
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| 6. |
Required Policy-Related Filings. The Company shall file all disclosures with respect to this Policy in accordance with the
requirements of the federal securities laws, including disclosures required under the federal securities laws.
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| 7. |
Definitions.
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a. |
“Accounting Restatement” means an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws,
including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were
corrected in the current period or left uncorrected in the current period.
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b. |
“Accounting Restatement Date” means the earlier to occur of: (i) the date the Board, a committee of the Board, or the officer or officers of the Company authorized to take such
action if the Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement; and (ii) the date a court, regulator, or other legally authorized body directs the
Company to prepare an Accounting Restatement.
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c. |
“Board” means the board of directors of the Company.
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d. |
“Code” means the U.S. Internal Revenue Code of 1986, as amended. Any reference to a section of the Code or regulation thereunder includes such section or regulation, any valid
regulation or other official guidance promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing, or superseding such section or regulation.
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e. |
“Erroneously Awarded Compensation” means, in the event of an Accounting Restatement, the amount of Incentive-Based Compensation previously received that exceeds the amount of
Incentive-Based Compensation that otherwise would have been received had it been determined based on the restated amounts in such Accounting Restatement, and must be computed without regard to any taxes paid by the relevant Executive Officer; provided,
however, that for Incentive-Based Compensation based on stock price or total stockholder return, where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in an
Accounting Restatement: (i) the amount of Erroneously Awarded Compensation must be based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or total stockholder return upon which the Incentive-Based
Compensation was received; and (ii) the Company must maintain documentation of the determination of that reasonable estimate and provide such documentation to the Stock Exchange.
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f. |
“Executive Officer” means the Company’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any
vice-president of the Company in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person who performs similar
policy-making functions for the Company. An executive officer of the Company’s parent or subsidiary is deemed an “Executive Officer” if the executive officer performs such policy making functions for the Company.
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g. |
“Financial Reporting Measure” means any measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements,
and any measure that is derived wholly or in part from such measure; provided, however, that a Financial Reporting Measure is not required to be presented within the Company’s financial statements or included in a filing
with the U.S. Securities and Exchange Commission to qualify as a “Financial Reporting Measure.” For purposes of this Policy, “Financial Reporting Measure” includes, but is not limited to, stock price and total stockholder return.
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h. |
“Incentive-Based Compensation” means any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure.
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i. |
“Stock Exchange” means the U.S. national stock exchange on which the Company’s ADSs or ordinary shares are listed (e.g., Nasdaq).
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| 8. |
Acknowledgement. Each Executive Officer shall sign and return to the Company, within 30 calendar days following the later of (i) the
effective date of this Policy first set forth above or (ii) the date the individual becomes an Executive Officer, the Acknowledgement Form attached hereto as Exhibit A, pursuant to which the Executive Officer agrees to be bound by,
and to comply with, the terms and conditions of this Policy.
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| 9. |
Severability. The provisions in this Policy are intended to be applied to the fullest extent of the law. To the extent that any
provision of this Policy is found to be unenforceable or invalid under any applicable law, such provision shall be applied to the maximum extent permitted, and shall automatically be deemed amended in a manner consistent with its objectives
to the extent necessary to conform to any limitations required under applicable law.
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| 10. |
Amendment; Termination. The Board may amend this Policy from time to time in its sole and absolute discretion and shall amend this
Policy as it deems necessary to reflect the Listing Rule, to comply with (or maintain an exemption from the application of) Section 409A of the Code. The Board may terminate this Policy at any time.
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| 11. |
Other Recovery Obligations; General Rights. To the extent that the application of this Policy would provide for recovery of
Incentive-Based Compensation that the Company recovers pursuant to Section 304 of the Sarbanes-Oxley Act or other recovery obligations (including under Irish law), the amount the relevant Executive Officer has already reimbursed the Company
will be credited to the required recovery under this Policy. This Policy shall not limit the rights of the Company to take any other actions or pursue other remedies that the Company may deem appropriate under the circumstances and under
applicable law, in each case to the extent permitted under the Listing Rule and in compliance with (or pursuant to an exemption from the application of) Section 409A of the Code. Nothing contained in this Policy shall limit the Company’s
ability to seek recoupment, in appropriate circumstances (including circumstances beyond the scope of this Policy) and as permitted by applicable law, of any amounts from any individual, in each case to the extent permitted under the Listing
Rule and in compliance with (or pursuant to an exemption from the application of) Section 409A of the Code.
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| 12. |
Successors. This Policy is binding and enforceable against all Executive Officers and their beneficiaries, heirs, executors,
administrators or other legal representatives.
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| 13. |
Effective Date. This policy shall come into effect on, and shall apply to an Incentive-Base Compensation received on or after, the day
on which the Listing Rule becomes effective.
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EXECUTIVE OFFICER
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Signature
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Date
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Print Name
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