-
101
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
102
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.
103
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.
104
105
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.
106
107
Revenue recognition
108
109
Hedging
110
Convertible Note
111
Segment reporting
112
Cost of sales
113
114
SEGMENT INFORMATION
115
116
117
118
119
120
SEGMENT INFORMATION (CONTINUED)
)
121
122
123
124
125
126
127
128
129
* 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.
130
* 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
○
132
133
134
135
136
137
138
139
140
141
DEFERRED TAX ASSETS AND LIABILITIES
142
DEFERRED TAX ASSETS AND LIABILITIES (CONTINUED)
143
144
145
19.
146
147
148
149
In 2023, 880,000options to purchase ‘A’ ordinary shares (44,000options to purchase ADS’s) were exercised at an average share price of US$0.19per ‘A’ ordinary share or US$3.80per ADS at the date of exercise.
150
Outstanding
Exercisable
151
Charge for the year under IFRS 2
152
153
154
23.
In January 2022, the Company retired approximately US$99.7million 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$86.73million with each holder that was party to the agreement receiving US$0.87of cash per US$1nominal value of the Exchangeable Notes. The shares consideration was 1,066,600ADSs (21,332,000‘A’ Ordinary shares) representing the equivalent of US$0.40of 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$1nominal value of the Exchangeable Notes, as partial consideration for the exchange of the Exchangeable Notes. The shares consideration is valued at US$6.1million 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
156
157
In May 2022, the Company announced a US$45.2million investment from MiCo IVD Holdings, LLC. The investment consists of an equity investment of US$25.2million and a seven -year, unsecured junior convertible note of US$20.0million. 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.
158
159
160
Bank Security
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.
On April 27, 2023 the Company announced it had closed the sale of Fitzgerald Industries (“Fitzgerald”) to Biosynth for cash proceeds of approximately US$30million 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.
Other Contingencies
161
162
163
164
165
166
167
168
169
170
171
RECONCILIATION OF LIABILITIES ARISING FROM FINANCING ACTIVITIES
Interest paid for senior secured term loan
172
RECONCILIATION OF LIABILITIES ARISING FROM FINANCING ACTIVITIES (CONTINUED)
173
174
175
176
ACCOUNTING ESTIMATES AND JUDGEMENTS
177
ACCOUNTING ESTIMATES AND JUDGEMENTS (CONTINUED)
178
179
180
Principal Country ofincorporation andoperation
181
These Group consolidated financial statements were authorised for issue by the Board of Directors on April 30, 2024.
182