23
Board of Directors’
Report and Financial
Statements 2023
24
Board of Directors’ Report
Optomed in brief
Optomed is a Finnish medical technology company and a leading manufacturer of
handheld fundus cameras and screening software. Optomed combines handheld
fundus cameras with software and artificial intelligence with the aim to transform
the diagnostic process of various diseases, such as rapidly increasing diabetic
retinopathy. Optomed has offices in Finland, the US and China and the compa-
ny’s products are sold via various sales channels in over 60 countries globally.
Operating Environment
Optomed operates in the global ophthalmic devices market including the fun-
dus camera market, ophthalmic software market and the market for artificial
intelligence in eye screening.
The global fundus camera market exceeded 473 million USD in 2020 and is
anticipated to grow at a CAGR of over 3.2 percent between 2021 and 2027.
The fundus camera and eye screening market are driven by steady pace of
technological advancements, growing awareness about eye care, increasing
geriatric population and favorable government initiatives2.
In 2023 a solution delivered by Optomed to a public sector customer in Valencia
Spain will serve as a good indicator of public sector demand. The solution consist
of Optomed Aurora IQ fundus cameras and associated software solutions. The
solution will be used for the screening of local diabetic retinopathy patients and
for the detection of potentially vision threatening diabetic retinopathy.
The adaptation of artificial intelligence took a major leap forward in 2021 as the
new reimbursement code for diabetic retinopathy screening with AI was opened
in 2021 in the USA. This new CPT-code 92229 “retinal imaging with automated
point-of-care”, will accelerate the use of AI within the US market, as payment
for the service is more straightforward with the new coding. The US national
average physician fee for CPT 92229 is approximately 45.69 USD. The physician
payment amounts varies across the country depends on the applicable Geo-
graphic Practice Cost Indices (GPCI) for a specific locality, and in the locality with
the highest cost index the physician fee for CPT code 92229 is estimated to be
62.93 USD. The Outpatient Prospective Payment System (OPPS) payment rate
for 92229 is 57.12 USD.
According to the American Association of Ophthalmology, it is estimated that 61
million adults in the United States are at high risk for vision loss although only
half have visited an eye doctor sometime in the last 12 months. New technology,
such as artificial intelligence, may be an important step to make initial screenin-
gs more convenient and accessible, reaching people who may have otherwise
gone without. While it is not expected that artificial intelligence would replace
physicians, it will increase efficiency. As artificial intelligence may be able to as-
sist in the detection of diabetic retinopathy and macular degeneration, it may
help to catch those patients that are currently being missed for this extremely
important examination.
3
The FDA has now cleared three AI companies’ diabetic retinopathy algorithm to
be sold with dedicated desktop cameras in the US market. Optomed’s goal is to
receive FDA- approval for its Aurora AEYE AI camera.
1 https://www.gminsights.com/industry-analysis/fundus-cameras-market
2 https://www.prnewswire.com/news-releases/global-nonmydriatic-handheld-fundus-cameras-
markets-2021-2026---focus-on-teleophthalmology-presents-opportunities-301438049.html
3 AAO, Artificial Intelligence Trends in Eye Care, Aug 22, 2018
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Group summary - Key figures and APM’s
Revenue, Profitability and Result
EUR, thousand 2023 2022 Change, % 2021
Revenue 15,100 14,660 3.0% 14,850
Gross profit * 10,292 10,069 2.2% 10,558
Gross margin % * 68.2% 68.7% 71.1%
EBITDA -1,781 -1,952 8.7% -2,002
EBITDA margin *, % -11.8% -13.3% -13.5%
Adjusted EBITDA * -1,470 -1,952 24.7% -2,002
Adjusted EBITDA margin *, % -9.7% -13.3% -13.5%
Operating result (EBIT) -3,974 -5,097 22.0% -4,780
Operating margin (EBIT) *, % -26.3% -34.8% -32.2%
Adjusted operating result (EBIT) * -3,663 -5,097 28.1% -4,780
Adjusted operating margin (EBIT margin) *, % -24.3% -34.8% -32.2%
Net profit/ loss -4,441 -5,472 18.9% -4,249
Earnings per share -0.27 -0.37 28.9% -0.32
Cash flow from operating activities -615 -2,370 74.0% -2,940
Net Debt -3,768 -3,251 15.9% 213
Net debt/ EBITDA (LTM) 2.1 1.7 -0.1
Net debt/ Adjusted EBITDA(LTM) 2.6 1.7 -0.1
Equity ratio * 70.0% 65.0% 58.8%
R&D expenses personnel 1,280 1,198 6.8% 1,773
R&D expenses other costs 644 661 -2.6% 511
Total R&D expenses 1,924 1,859 3.5% 2,284
Optomed uses certain alternative performance measures (APMs) with the purpose
to provide a better understanding of how the business develops. These APMs,
as defined, cannot be fully compared with other companies’ APMs.
*) Alternative performance measures, see section Alternative Performance Measures for definitions and calculations.
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In January - December 2023, Group revenue increased by 3.0 percent to EUR
15,100 (14,660) thousand. The growth was driven by the Software segment as
the Devices segment’s revenue decreased by 7.2 percent while the Software
segment’s revenue increased by 8.9 percent.
The gross margin decreased to 68.2 percent from 68.7 percent last year. During
the comparison period, the gross margin was negatively affected by an inventory
provision of EUR 251 thousand, and Optomed was granted a loan waiver in the
amount of EUR 841 thousand treated as other operating income and, therefore,
affecting the gross margin positively. The gross margin for 2023 adjusted for
grants and other operating income is 67.8 percent compared to comparison
period 62.8 percent.
EBITDA amounted to EUR -1,781 (-1,952) thousand and adjusted EBITDA was
EUR -1,470 (-1,952) thousand. The comparison period EBITDA was also positively
affected by the previously mentioned loan waiver, and the comparison period
EBITDA adjusted for grants and other operating income would have been EUR
-2,809 thousand.
EBIT was EUR -3,974 (-5,097) thousand and adjusted EBIT was EUR -3,663 (-5,097)
thousand. The improvement is due to the improved gross profit.
Net financial items amounted to EUR -545 (-454) thousand and consisted mainly
of interest payments to financial institutions and the translation effect of CNY
and USD to EUR.
Financial summary per segment
Devices segment
Optomed has two synergistic business segments: Devices and Software. The
Devices segment develops, commercializes and manufactures easy-to-use and
affordable handheld fundus cameras, that are suitable for any clinic for screening
of various eye diseases, such as diabetic retinopathy, glaucoma and AMD (Age
Related Macular degeneration).
EUR, thousand 2023 2022 Change,%
Revenues 5,009 5,398 -7.2%
Gross profit * 2,947 3,738 -21.2%
Gross margin % * 58.8% 69.3%
EBITDA -1,264 -670 -88.6%
EBITDA margin *, % -25.2% -12.4%
Operating result (EBIT) -2,707 -3,159 14.3%
Operating margin (EBIT) *, % -54.0% -58.5%
*) Alternative performance measures, see section Alternative Performance Measures for definitions
and calculations
In January - December 2023, the Devices segment revenue decreased by 7.2
percent to EUR 5,009 (5,398) thousand. The global distributor sales and USA
grew strongly; however, the growth was offset by weak OEM sales.
The gross margin decreased to 58.8 percent from 69.3 percent and gross margin
adjusted for grants and other operating income increased to 58.8 (53.4) percent.
EBITDA was EUR -1,264 (-670) thousand or -25.2 (-12.4) percent of revenue. During
the comparison period, Optomed was granted a loan waiver in the amount of
EUR 841 thousand treated as other operating income that had a corresponding
effect on both gross margin and EBITDA.
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*) Alternative performance measures, see section Alternative Performance Measures for definitions
and calculations.
Software segment
Optomed has two synergistic business segments: Devices and Software. The
Software segment develops and commercializes screening software for diabetic
retinopathy and cancer screening for healthcare organizations. The segment
also distributes off-the-shelf products from selected partners to supplement
its own solutions and expertise and provides software consultation to support
the Devices segment screening solution projects.
Group-wide expenses
Group-wide expenses consist of functions supporting the entire group such as
treasury, group accounting, marketing, legal, HR and IT as well as public listing
expenses.
Group-wide operating expenses amounted to EUR 3,155 (3,368) thousand.
Balance sheet, financial position and
investments
In January-December 2023, the cash flow from operating activities amounted
to EUR –615 (-2,370) thousand. Net cash in investing activities was EUR -2,412
(-3,029) thousand and relates mainly to capitalized development expenses. Net
cash from financing activities amounted to EUR 1,609 (7,003). In 2023 Optomed
completed directed share issues consisting of 1,589,042 shares and collected
gross proceeds of approximately EUR 4.3 million.
Consolidated cash and cash equivalents at the end of the period amounted to
EUR 7,118 (8,524) thousand. Interest-bearing net debt totaled EUR -3,768 (-3,251)
thousand at the end of the period.
Net working capital was EUR 2,460 (3,738) thousand at the end of the period.
The net working capital includes trade receivables of EUR 2,6 (3,6) million. One
Chinese customer represents approximately 45% of the total group trade re-
ceivables out of which approximately EUR 1,5 million is overdue, which after
management’s assessment have resulted in a credit risk accrual of EUR 767
thousand which represents approximately 50% of the total outstanding trade
receivable. During 2023 credit risk accrual increased EUR 178 thousand.
EUR, thousand 2023 2022 Change, %
Revenues 10,091 9,263 8.9%
Gross profit * 7,346 6,330 16.0%
Gross margin % * 72.8% 68.3%
EBITDA 2,629 2,079 26.4%
EBITDA margin *, % 26.1% 22.4%
Operating result (EBIT) 1,889 1,431 32.0%
Operating margin (EBIT) *, % 18.7% 15.4%
In January - December 2023, the Software segment revenue increased by 8.9
percent to EUR 10,091 (9,263) thousand.
Gross margin increased and it was 72.8 (68.3) percent. EBITDA was EUR 2,629
(2,079) thousand or 26.1 (22.4) percent of revenue. The increased profitability
was driven by improved performance of the healthcare solution sales.
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Research and development
Optomed is a research and development driven healthcare technology com-
pany. The strong focus on research and development has been the core of the
operations since the foundation of the company in 2004 and has resulted in a
strong international patent portfolio comprising 38 international patents and
31 pending patents. Additionally, Optomed has six registered as well as four
pending model protection and 91 registered and 3 pending trademarks.
Optomed’s management believes that the strong patent portfolio and continuous
development of new camera and software solutions are the most important
competitive advantages of the company. Optomed’s proprietary and patented
technology have resulted in Optomed being able to develop and construct hand-
held fundus cameras that are able to provide high- quality fundus images. The
quality of the images is higher or on the same level as most traditional desktop
fundus cameras.
The research and development expenditure totaled EUR 3,993 thousand, rep-
resenting 26.4 percent of revenue in 2023, compared to EUR 4,000 thousand
or 27.3 percent of revenue in 2022.
Non-financial information
Environment, Social and Governance (ESG) related matters are an integral part
of Optomed’s operations. The company is still rather small which enables the
management to take ESG matters into consideration efficiently.
Optomed has identified manufacturing as one of its key ESG elements and the
key ESG related risks are within the scope of manufacturing. Therefore, the
ESG matters are taken into account when making resolutions with regards to
manufacturing. Currently, Optomed’s devices are manufactured by an ESM
partner that is a NYSE listed entity with its own strict sustainability requirements
and reporting. This gives Optomed visibility and assurance that ESG matters are
taken into account with regards to its device manufacturing.
Optomed has implemented a governance structure required for the Nasdaq
Helsinki main list and implemented significant amount of policies, including the
code of conduct and whistleblowing that all employees are expected to follow.
The code of conduct also highlights Anti-Bribery and Corruption (ABC) matters
as they have been assessed to be extremely important due to the global nature
of Optomed’s operations. The governance function has been strengthened
significantly and new expertise has been brought to the board and audit com-
mittee. The governance structure is described in detail in Optomed’s Corporate
Governance Statement.
Health technology is a regulated sector which also contributes to the company’s
ESG approach. Optomed complies with RoHS, REACH, conflict mineral regulations
and all applicable privacy, consumer protection and product safety regulations.
Optomed’s compliance with respect to various medical devices related regula-
tions is also audited by third parties regularly.
EUR, thousand 2023 2022
R&D expenditure 3,993 4,000
As percentage of revenue 26.4% 27.3%
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Personnel, management and legal
structure
Personnel
On 31 December 2023, Optomed had a total of 114 employees, of which a
significant number worked in expert roles. The employee contracts are mostly
permanent contracts.
Graphical distribution of employees 2023 2022
Finland 97 95
China 8 8
United States 9 11
Total 114 114
Number of employees 2023 2022
Average number of employees 114 119
Number of employees at the end
of the period
114 114
Management
Optomed Oyj leadership team consist of at the end of the 2023 CEO Juho Him-
berg, CFO Sakari Knuutti, Software-segment leader Markku Myllylä and De-
vices-segment leader Laura Piila.
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30
Juho Himberg
Chief Executive Officer
Laura Piila
VP, Devices
Markku Myllylä
VP, Software
Sakari Knuutti
Chief Financial Officer
Design
Value Chain
Management
R&D
Sales
Optomed China
Finance and
Accounting
Business Control
and Admin
Marketing
Sales
R&D
Group ICT
functions
Professional services,
non-health care
Healthcare
solutions delivery
Optomed USA
HR
Quality and
Regulation
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Subsidiaries of the company
Consolidated
shareholding and
voting right, %
Country of
incorporation
Optomed Software Oy 100 % Finland
Optomed Hong Kong Ltd 100 % Hong Kong
Optomed China Limited Co.,Ltd 100 % China
O p t o m e d U S A I n c . 100 % United States
Legal structure
Optomed group consists of the parent company Optomed Plc and four subsi-
diaries in Finland, China, the USA and Hong Kong. The parent company of the
group, Optomed Plc, is responsible for, among other things, the management
of the group as well as finance and accounting functions, human resources,
legal affairs and corporate communication. The parent company and count-
ry companies are responsible for the Devices segment operations, while the
Software segment operations are carried out through Optomed Software Oy.
In addition to Finland, Optomed operates in China and the USA through its
subsidiaries. The main responsibilities of the foreign subsidiaries are local sa-
les and distribution channel management, product registration as well as the
launching of new products, brand building, marketing, after-sales services, and
repair services.
The following table presents the subsidiaries of the company along with respe-
ctive ownership shares on 31 December 2023.
Shanghai Optomed Medical Technology Co., Ltd was closed on January 2023.
Shares and shareholders
The company has one share series with all shares having the same rights. At the
end of the review period Optomed Plc’s share capital consisted of 18,130,397
shares and the company held 353,973 shares in the treasury which corresponds
to approximately 1.95 percent of the total amount of the shares and votes. Op-
tomed’s market capitalization was EUR 67.4 million at the of the review period.
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Sector Number of shareholders % of shareholders Number of shares % of shares
Private companies 369 3.87 3,749,401 20.68
Financial and insurance institutions 19 0.20 3,972,649 21.91
Public sector organizations 5 0.05 1,431,512 7.90
Households 9,103 95.47 6,903,766 38.08
Non-profit instit serving households 11 0.12 204,345 1.13
Foreigners 19 0.20 34,795 0.19
Total, 9,526 99.91 16,296,468 89.88
Nominee registered 9 0.09 1,833,929 10.12
Total shares 18,130,397 100
Number of shares Shareholders % Shares %
1- 100 3,259 34.18 156,481 0.86
101–1,000 4,904 51.43 1,963,057 10.83
1,001–10,000 1,245 13.06 3,349,721 18.48
10,001–100,000 105 1.1 2,754629 15.19
100,001–1.000,000 20 0.21 6,744,740 37.2
>1,000,000 2 0.02 3,161,769 17.44
Total 9,535 100 18,130,397 100
Nomineeregistered 9 0.09 1,833,929 10.12
Number of shares issued 18,130,397 100
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Shareholder Shares %,of,shares
1
*,Skandinaviska,Enskilda,
Banken,Ab,(publ),Helsinki,Branch
1,728,813 9.54
2 OP-Suomi Pienyhtiöt 1,432,956 7.9
3 Sr Säästöpankki Pienyhtiöt 879,719 4.85
4 Sr Aktia Capital 687,409 3.79
5 Suomen Teollisuussijoitus Oy 601,080 3.32
6 Keskinäinen Työeläkevakuutusyhtiö Elo 561,916 3.1
7 Mandatum Henkivakuutusosakeyhtiö 419,382 2.31
8 Danske Invest Suomi Osake 418,824 2.31
9 Sr eQ Suomi 386,993 2.13
10 Joensuun Kauppa ja Kone Oy 364,858 2.01
, 10 largest shareholder’s total 7,481,950 41.27
, Nominee,registered 1,728,813 9.54
, Others 10,648,447 58.73
, Total 18,130,397 100
*Nominee register
At the end of the review period, Optomed’s Chairman and Members of the
Board of Directors controlled 48,900 shares, representing approximately 0.27
percent of the total number of all shares and 0.28 percent of all shares exclu-
ding shares in treasury. The CEO and management team owned 2,000 shares
and 348,000 options.
Flagging notifications
Under the provisions of the Finnish Securities Markets Act, shareholders of listed
companies have an obligation to notify both the Finnish Financial Supervision
Authority and the listed company of changes in their holdings when crossing pre
-
defined thresholds.
In 2023, Optomed received the following major shareholder notifications:
5.6.2023 Cenova Capital notified that its total holdings in Optomed shares and
votes has decreased to 9.96% of all of the registered shares in Optomed..
2.11.2023 Universal-Investment-Gesellschaft mit beschränkter Haftung notified
that its total holdings in Optomed shares and votes has decreased to 4.98 per
cent of all of the registered shares in Optomed.
4.12.2023 Cenova Capital notified that its total holdings in Optomed shares and
votes has decreased to 3.81% of all of the registered shares in Optomed.
Shareholders agreements
The company is not aware of the existence of any Shareholders’ agreements and
it is not controlled by anyone.
Additional information with respect to the shares, shareholding and trading
can
be found on the company’s website www.optomed.com.
Authorizations
The Company’s annual general meeting held 10.5.2023 approved following
authorizations for the Board of Directors.
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Group Share Indicators 2023 2022 2021
Earnings per share -0.27 -0.37 -0.32
Equity per share 1.22 1.39 1.34
Dividend per share - - -
Dividend % of earnings - - -
effective dividend yield % - - -
P/E ratio -14.00 -10.03 -31.00
Share price performance, share issue adjusted *
Lowest share price 2.38 2.11 7.25
Highest share price 4.63 10.75 18.90
Average share price 3.45 4.56 10.62
Closing share price 3.72 3.75 9.80
Market value of shares at end of period 67,445 62,030 137,231
Weighted average adjusted number of shares
during the financial period
15,949,241 14,052,855 13,390,702
Weighted average adjusted number of shares
in the end of financial year
16,706,508 14,640,697 13,441,437
The Annual General Meeting approved the authorization for the Board of Directors
to repurchase Optomed’s own shares and to accept them as pledge. Altogether
no more than 1,654,135 shares may be repurchased or accepted as pledge. The
authorization will be valid until the earlier of the end of the next Annual General
Meeting or 18 months from the resolution of the Annual General Meeting.
The Annual General Meeting authorized the Board of Directors to decide on
the issuance of shares and other special rights entitling to shares referred to in
Chapter 10, Section 1 of the Finnish Companies Act. The number of shares to
be issued based on this authorization may not exceed 1,654,135. The Board of
Directors is authorized to resolve on all terms and conditions of the issuance
of shares and special rights entitling to shares, including the right to derogate
from the pre-emptive right of the shareholders. The authorization will be valid
until the earlier of the end of the next Annual General Meeting or 18 months
from the resolution of the Annual General Meeting.
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Calculation of share indicators
Option programs
Optomed has established several option programs as incentive programs co-
vering employees, managing directors and consultants of the group.
Optomed’s amended option programs are described below.
Each option entitles its owner to subscribe for one (1) new, or if the company’s
Board of Directors so decides, existing A share in the company or if the company
would only have one class of shares, as is the case following the Listing, such
shares. The share subscription prices, and the exercise periods are set out in
the terms and conditions of the options.
The dividend right of the new shares and other shareholder rights will commence
after the shares upon exercise of the relevant option are recorded into the Trade
Register, or if existing shares of the company are being issued, upon comple-
tion of the transfer of the share provided that the transfer has been fully paid.
Earnings per share Net result / Weighted average number of outstanding shares
Equity per share Shareholders’ equity / adjusted number of shares at the end of the financial period - own shares
Dividend per share Total dividend / adjusted number of shares at the end of the financial period - own shares
Dividend, % of earnings Dividends per share / earnings per share × 100
Effective dividend yield, % Dividend per share x 100 / adjusted share price at the end of the financial period
P/E ratio Market value per share/ earnings per share
The options are forfeited and automatically transferred to the company without
consideration if the employment or service relationship to the group is termi-
nated, for any reason whatsoever, or if the consulting agreement regarding
the option holder’s work performed for the group is terminated for any reason
whatsoever, unless the Board of Directors decides to deviate from the main rule.
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Program Subscription price (EUR) Exercise Period Outstanding options at the end of 2023
2015 3.5 1 July 2020 – 1 July 2024 118,000
2017 3.5 1 July 2020 – 1 July 2024 131,300
2017B 3.5 1 July 2020 – 1 July 2024 29,300
2018C 3.5 (50%) 1 July 2020 – 31 December 2024 157,900
(50%) 1 July 2021 – 31 December 2024
2019A 3.5 1 July 2021 – 31 December 2024 66,000
2019B 3.5 (40%) 1 July 2020 – 31 December 2024 100,000
(20%) 1 September 2020 – 31 December 2024
(40%) 1 September 2021 – 31 December 2024
2019C 3.5 (50%) 1 July 2020 – 31 December 2024 20,000
(50%) 1 September 2020 – 31 December 2024
2019D 5 1 January 2023 – 31 December 2023 6,000
2020A 3.5 1 January 2023 – 31 December 2023 114,000
2022A 4.17 1 January 2026 – 31 December 2027 147,500
Total 890,000
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Decisions of the annual general meeting
The Annual General Meeting held on 10 May 2023 adopted the financial state-
ments for the financial period ended on 31 December 2022 and discharged the
members of the Board of Directors and the CEO from liability for the financial
period ended on 31 December 2022. The Annual General Meeting decided
to reject the remuneration report for governing bodies. The decision made is
advisory.
The Annual General Meeting resolved in accordance with the proposal of the
Board of Directors that no dividend will be paid for the year 2022.
The number of members of the Board of Directors was confirmed as six. Seppo
Mäkinen, Petri Salonen, Reijo Tauriainen and Anna Tenstam were re-elected as
members of the Board and Catherine Calarco and Ty Lee were elected as new
members of the Board.
The Annual General Meeting confirmed the annual Board remuneration as
follows:
• Chairman of the Board EUR 36,000
• members of the Board EUR 18,000.
In addition, a meeting fee in the amount of EUR 300 is paid to the Chairpersons
and EUR 200 to members of the Committees for each Committee meeting. 40
percent of the Board remuneration is paid in Optomed shares and 60 percent
in cash. The remuneration will be paid once a year in August, after Optomed’s
H1 report has been announced.
The Annual General Meeting decided to re-elect KPMG Oy Ab, a firm of autho
-
rized public accountants, as the Company’s auditor. KPMG Oy Ab has informed
the Company that Authorized Public Accountant Heidi Hyry acts as the auditor
with principal responsibility. Auditor’s remuneration will be paid in accordance
with an invoice approved by the Company.
The Annual General Meeting approved the authorization for the Board of
Directors to repurchase Optomed’s own shares and to accept them as pledge.
Altogether no more than 1,654,135 shares may be repurchased or accepted
as pledge. The authorization will be valid until the earlier of the end of the next
Annual General Meeting or 18 months from the resolution of the Annual Gene
-
ral Meeting.
The Annual General Meeting authorized the Board of Directors to decide on
the issuance of shares and other special rights entitling to shares referred to in
Chapter 10, Section 1 of the Finnish Companies Act. The number of shares to
be issued based on this authorization may not exceed 1,654,135. The Board of
Directors is authorized to resolve on all terms and conditions of the issuance
of shares and special rights entitling to shares, including the right to derogate
from the pre-emptive right of the shareholders. The authorization will be valid
until the earlier of the end of the next Annual General Meeting or 18 months
from the resolution of the Annual General Meeting.
The Annual General Meeting decided to amend the Articles of Association
so that the minimum number of the members of the Board of Directors was
reduced from five members to four.
Decisions of the Board of Directors:
At its meeting held after the Annual General Meeting, the Board of Directors
elected from among its members Petri Salonen as its Chairman. The committee
members were elected as follows:
Audit Committee:
• Reijo Tauriainen (Chairman)
• Catherine Calarco
• Anna Tenstam
Remuneration Committee:
• Seppo Mäkinen (Chairman)
• Catherine Calarco
• Ty Lee
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Risks and uncertainties
AURORA AEYE FDA CLEARANCE PROCESS
Optomed is in the process to obtain a US FDA clearance for its AI handheld
camera Aurora AEYE.
Optomed and its partner AEYE Health have a common goal to obtain the US
FDA clearance for the handheld AI fundus camera Aurora AEYE. The Company
has limited visibility to the FDA decision making process and the Company
may be adversely affected if the process is delayed or requires significant ad-
ditional work or investments from the Company.
PUBLIC PROCUREMENT
In addition to its healthcare customers, Optomed’s Software segment provides
development services also to a non-healthcare Finnish governmental agency
under a contract the term of which is ending in the beginning of July 2024.
The new contract with the agency is subject to a public procurement process.
There is a risk that the Company fails to win the procurement process and the
new contract. In case the Company fails to win the new contract, the impact on
2024 revenue is expected to be approximately EUR 0.5M-1.0M.
PANDEMICS
In 2020, the COVID-19 pandemic led to widespread lockdowns and had signi-
ficant effects on the supply chain and revenue streams of various companies.
The Company may be adversely affected if a new outbreak of COVID-19 or
another disease causes a new pandemic and lockdowns.
HIGH QUALITY PRODUCTS
The quality and safety of the Company’s products are extremely important for
Optomed’s competitiveness.
The Company may be adversely affected if it fails to continuously develop and
update its fundus cameras and software solutions or to identify or integrate
new products and product platforms into its offering. The Company’s or its
partners’ products may also be subject to clinical trials, the results of which
are critical for the products’ regulatory approvals and market acceptance.
STRATEGY AND M&A
The Company may be unsuccessful in fulfilling its strategy or the strategy itself
may be unsuccessful.
The successful implementation of the Company’s strategy depends upon a
number of factors, some of which are completely or partially outside the Com-
pany’s control. The Company has an appropriate risk management function
in the context of the size of the Company’s operations, however, it may not
be able to identify or monitor all relevant risks and determine efficient risk
management procedures and responsible persons that may again affect the
strategy. The Company is also dependent on its ability to develop and manage
varying routes-to-market for its products, the efficiency of its sales channels
and its customer and distributor relationships. Further, the Company has an
opportunistic view on M&A which by nature include inherent risks. Failure of
strategy may force the Company to record write-downs on its goodwill.
MARKET AND COMPETITION
Optomed operates in a niche market that is highly competitive.
Optomed operates in the fundus camera market that is developing fast and
the competition is sometimes fierce. The market acceptance of the Compa-
ny’s products and solutions is important for our future growth. Optomed re-
cognizes a possibility of new market changing products entering the market.
Further, in certain key geographies the client base is limited and, therefore,
a loss of a key customer in a key market may adversely affect our revenue
streams.
EXTERNAL ECONOMIC AND POLITICAL RISKS AND NATURAL DISASTERS
Optomed operates globally and is thus exposed to various external risks.
The Company is exposed to natural disasters taking place in countries where
it operates and general and country specific economic political and regulatory
risks, which could entail volatile sales in key markets.
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39
SUPPLY CHAIN
Optomed’s business is dependent on the effectiveness of purchasing mate-
rials, manufacturing and timely distribution.
The Company is dependent on contract manufacturers for functioning, effi-
cient and effective production and product assembly. Further, the Company is
dependent on suppliers which may affect the Company’s ability to supply its
customers in a timely manner.
SYSTEMS AND INFORMATION
Our operations are increasingly dependent on IT systems.
Disruption of the Company’s IT systems could inhibit our business operations
in a number of ways, including disruption to financial reporting, sales, produc-
tion and cash flows.
LITIGATION
Optomed operates globally and pursues double-digit annual organic growth in
mdium term. Optomed may not always be able to reach the best contractual
terms with stakeholders. The Company may be negatively affected by legal or
administrative proceedings directed at the Company or third parties due to back-
to-back liability, or other disputes and claims including product liability, especially
in terms of medical devices, and intellectual property rights related items.
TRADE SECRETS AND PATENTS
The technologic capabilities are a competitive advantage that the Company
must be .able to protect. The Company may not be able to protect its trade se-
crets and know-how which could lead to losing the competitive advantage the
Company has. At the same time, the Company maybe forced to take actions
against parties that violate our IPRs.
TALENT & ORGANISATION
A skilled workforce and agile organisation are essential for the continued suc-
cess of our business.
The Company may be adversely affected if it would lose its key personnel or
fails to attract the right talent.
FINANCE
The Company needs external financing to operate and is not currently profitable.
The Company is dependent on external financing and the Company may have
difficulties accessing additional financing on competitive terms or at all which
may again contribute the Company’s liquidity risks. The Company is also sub-
ject to credit and counterparty risks through its trade receivables. Optomed
has a large credit risk concentration related to a major Chinese customer who-
se payments are late. The payments from the customer have continued but
materially slower than originally agreed.
FOREX
Optomed operates globally and are thus exposed to currency exchange risks.
The Company is exposed to foreign exchange rate risks arising from fluctua-
tions in currency exchange rates, especially with regards USD, EUR and RMB.
Currency rates, along with demand cycles, can result in significant swings in
the prices of the raw materials needed to produce our goods and our sales
prices and OPEX.
LEGAL AND REGULATORY
Compliance with laws and regulations is an essential part of Optomed’s busi-
ness operations.
Optomed together with its suppliers and distributors operate globally and are
subject to various national and regional regulations in the areas of medical
devices, product safety, product claims, data protection, intellectual proper-
ty rights, health and safety, competition, employment, taxes and anti-mo-
ney laundering and anti- bribery & corruption (AML & ABC). Further, many
of the Company’s devices are subject to various medical related assessment
(including clinical trials), clearance and approval processes that are required
to place our products the market. Failure to comply these might lead to loss
of sales permits in different markets, product recalls, reputational issues, civil
16
40
and criminal actions leading to various direct and indirect damages to Opto-
med and its employees that are not completely covered by Optomed’s insu-
rance coverage. Especially, failures with respect to compliance with certain
medical devices related regulations .and processes may hinder the Company’s
devices’ market access.
Disputes
According to the understanding of the company board of directors ,the company
is not currently involved in any disputes or trials that would have a significant
impact on the group’s financial position.
Major events after the review period
No material events after the reporting period.
The board’s proposal for the
distribution of profit
The parent company’s non-restricted equity on 31 December 2023 was EUR
24,937,168.01 and the net loss for the financial year was EUR -
2,583,822.23
. The
Board of Directors proposes to the Annual General Meeting that no dividend
will be paid and the non-restricted equity on the outstanding 18,130,397 shares
shall be retained and carried forward.
Outlook 2024
Optomed expects its full year 2024 revenue to grow compared to 2023.
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41
Consolidated income statement
In thousand of euro Note Jan 1 - Dec 31, 2023 Jan 1 - Dec 31, 2022
Revenue 2, 3 15,100 14,660
Other operating income 4 49 857
Materials and services 5 -4,857 -5,449
Employee benefit expenses 6 -8,699 -8,827
Depreciation, amortization and impaiment losses 8 -2,193 -3,145
Other operating expenses 7 -3,374 -3,193
Operating result -3,974 -5,097
Finance income 9 479 569
Finance expenses 9 -1,024 -1,024
Net finance expenses -545 -454
Loss before income taxes -4,519 -5,551
Income tax expense 10 79 79
Loss for the financial year -4,441 -5,472
Loss for the financial year attributable to
Owners of the parent company -4,441 -5,472
Loss per share attributable to owners of the parent company
Basic loss per share (euro) 11 -0.27 -0.37
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42
Consolidated comprehensive income statement
In thousand of euro Jan 1 - Dec 31, 2023 Jan 1 - Dec 31, 2022
Loss for the financial year -4,441 -5,472
Other comprehensive income
Items that may be subsequently reclassified to profit or loss
Foreign currency translation difference
Other comprehensive income for the financial year, net of tax 283 139
Total comprehensive income for the financial year -4,157 -5,333
Total comprehensive loss attributable to
Owners of the parent company
-4,157
-5,333
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43
Consolidated balance sheet
In thousand of euro Note Dec 31, 2023 Dec 31, 2022
ASSETS
Non-current assets
Goodwill
Development costs
Customer relationships
Technology
Other intangible assets
Total intangible assets 12
Tangible assets 13
Right-of-use assets 14
Deferred tax assets 10
Total non-current assets
Current assets
Inventories 15
Trade receivables 16,21
Other receivables 17
Cash and cash equivalents 16
Total current assets
Total assets
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44
LIABILITIES
Non-current liabilities
Borrowings from financial institutions 19,21 1,651 3,380
Government loans 19,21 713 906
Lease liabilities 14,19 991 1,058
Deferred tax liabilities 10 310 387
Total non-current liabilities 3,665 5,731
Current liabilities
Borrowings from financial institutions 19,21 794 794
Government loans 19,21 193 193
Lease liabilities 14,19 516 412
Trade payables 19 782 869
Other payables 20 2,767 2,959
Total current liabilities 5,052 5,227
Total liabilities 8,718 10,957
Total equity and liabilities 29,079 31,300
In thousand of euro Note Dec 31, 2023 Dec 31, 2022
EQUITY
Share capital 80 80
Share premium 504 504
Reserve for invested non-restricted equity 50,936 46,896
Translation differences 334 51
Retained earnings -27,052 -21,717
Profit (loss) for the financial year -4,441 -5,472
Total equity
18
Consolidated balance sheet
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45
Consolidated cash flow statement
In thousand of euro Note Jan 1 - Dec 31, 2023 Jan 1 - Dec 31, 2022
Cash flows from operating activities
Loss for the financial year
-4,441
-5,472
Adjustments:
Depreciation, amortization and impairment losses 8
Finance income and finance expenses 9
Other adjustments
-770
Cash flows before change in net working capital
-1,491
-2,479
Change in net working capital:
Change in trade and other receivables (increase (-) / decrease (+))
Change in inventories (increase (-) / decrease (+))
-68
Change in trade and other payables (increase (+) / decrease (-))
-75
Cash flows before finance items
-354
-2,171
Interest paid
-169
-76
Other finance expenses paid
-93
-123
Net cash from operating activities (A)
-615
-2,370
Cash flows from investing activities
Capitalization of development expenses 12
-2,199
-2,249
Acquisition of tangible assets 13
-213
-780
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46
Net cash from (used in) operating, investing and
financing activities (A+B+C)
-1,419 1,605
Net increase (decrease) in cash and cash equivalents -1,419 1,605
Cash and cash equivalents at January 1 8,524 6,804
Effect of movements in exchange rate on cash held 13 115
Cash and cash equivalents at December 31 16 7,118 8,524
In thousand of euro Note Jan 1 - Dec 31, 2023 Jan 1 - Dec 31, 2022
Net cash used in investing activities (B)
-2,412
-3,029
Cash flows from financing activities
Proceeds from share subscriptions 18
Share issue transaction costs
-318
-682
Repayment of loans and borrowings 19
-1,921
-912
Repayment of lease liabilities 14.19
-462
-415
Net cash from financing activities (C) 1,609 7,003
Consolidated cash flow statement
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47
Consolidated statement of changes in equity
Equity attributable to owners of the parent company
In thousand of euro Note
Share
Capital
Share
Premium
Reserve for
invested
non-restricted
Translation
differences
Retained
earnings
Total
Balance at January 1, 2023 80 504 46,896 51 -27,189 20,342
Comprehensive income
Loss for the financial year -4,441 -4,441
Translation differences 283 283
Total comprehensive income
for the financial year
Transactions with owners
of the company
Share issue 3,973 3,973
Share based payments 48 48
Share options 6 19 137 156
Total transactions with
owners of the company
Balance at December 31, 2023 18 80 504 50,936 334 -31,493 20,361
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48
In thousand of euro Note
Share
Capital
Share
Premium
Reserve for
invested
non-restricted
Translation
differences
Retained
earnings
Total
Balance at January 1, 2022 80 504 38,526 -88 -21,970 17,052
Comprehensive income
Loss for the financial year -5,472 -5,472
Translation differences 139 139
Total comprehensive income
for the financial year
Transactions with owners
of the company
Share issue 8,200 8,200
Share based payments 41 41
Share options 6 129 253 382
Total transactions with
owners of the company
Balance at December 31, 2022 18 80 504 46,896 51 -27,189 20,342
Equity attributable to owners of the parent company
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49
Notes to the consolidated
financial statements
26
50
1. Corporate information and basis
of accounting
1.1 Corporate information
Optomed is a Finnish medical technology group (hereafter ‘Optomed’ or ‘Group’)
that specialises in hand-held fundus cameras and solutions for screening of
The Group’s parent company, Optomed Plc. (hereafter the ‘Company’) is a
Finnish public limited liability company established under the laws of Finland ,
and its business ID is 1936446-1. It is domiciled in Oulu, Finland and the Com-
pany’s registered address is Yrttipellontie 1, 90230 Oulu, Finland .
The Board of Directors of Optomed Plc approved these consolidated financial
statements for issue. According to the Finnish Limited Liability Companies’ Act,
the shareholders have the right to approve or reject the financial statements
in the Annual General Meeting held after the publication of the financial state-
ments. Furthermore, the Annual General Meeting can decide on modifications
to be made to the financial statements.
1.2 Basis of accounting
their interpretations adopted in accordance with the procedure laid down in
regulation (EC) No 1606/2002 of the European Parliament and of the Council.
Optomed has consistently applied these policies to all the years presented
(2022-2023), unless otherwise stated.
General policies applied that relate to the consolidated financial statements as
a whole are described in this section 1.2. Accounting policies that are specific to
a component of the financial statements, together with descriptions of manage
-
ment judgements, related estimates and assumptions, have been incorporated
into the relevant note.
The consolidated financial statements are prepared on a historical cost basis,
except for the following that are measured at fair value (refer to 1.2.3 Measu-
rement of fair values below):
— share-based payments
The financial year of Optomed is the calendar year. The figures in the financial
statements are mainly presented in thousands of euro. All figures presented have
been rounded, and consequently the sum of individual figures may deviate from
the presented aggregate figure. Key figures are computed using exact figures.
1.2.1 Consolidation
The consolidated financial statements incorporate the financial statements of
the parent company Optomed Plc. and of all those subsidiaries over which the
parent company has control at the end of the reporting period. Optomed cont-
rols an entity when Optomed is exposed to, or has rights to, variable returns
from its involvement with the entity and has the ability to affect those returns
through its power to direct the activities of the entity. Acquired subsidiaries are
consolidated from the date on which control is transferred to Optomed until
control ceases. Refer to Note 23. Related party transactions for disclosures on
the Group structure.
Intra-group transactions, receivables, liabilities and unrealized margins, as well
as distribution of profits within the Group, are eliminated in preparing the con-
solidated financial statements. Optomed had no non-controlling interests (NCI)
during the financial years in the report.
Acquired or established subsidiaries are accounted for by using the acquisition
method.
1.2.2 Foreign currency transactions and balances
Items included in the financial statements of each subsidiary are measured
using the currency of the primary economic environment in which the company
operates (‘the functional currency’). The consolidated financial statements are
presented in Euro, which is the functional and presentation currency of the
parent company.
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51
For those subsidiaries with non-Euro functional and presentation currency, the
income and expenses for the income statement and comprehensive income sta-
tement, and the items for cash flow statement, are translated into Euro using the
average exchange rates of the reporting period. The assets and liabilities for the
balance sheet are translated using the exchange rates prevailing at the reporting
date. The translation differences arising from the use of different exchange rates
explained above are recognized in consolidated other comprehensive income.
Any goodwill arising on the acquisition of foreign operations and any fair value
adjustments to the carrying amounts of assets and liabilities arising on the
acquisition of those foreign operations are treated as assets and liabilities of
those foreign operations. They are translated into Euro using the exchange rates
prevailing at the reporting date. When a foreign operation is sold, or is otherwise
partially or completely disposed of, the translation differences accumulated in
equity are reclassified in profit or loss as part of the gain or loss on the transaction.
1.2.3 Measurement of fair values
Fair value is the price that would be received to sell an asset or paid to transfer
a liability in an orderly transaction between market participants at the measure-
ment date. A number of the Group’s accounting policies and disclosures require
the measurement of fair values, for both financial and non-financial assets and
liabilities. When measuring the fair value of an asset or a liability, the Group
uses observable market data as far as possible. Fair values are categorised into
different levels in a fair value hierachy based on the inputs used in the valuation
techniques as follows:
—
Level 1: quoted prices (unadjusted) in active markets for identical assets
or liabilities.
— Level 2: inputs other than quoted prices included in Level 1 that are obser-
vable for the asset or liability; either directly (i.e. as prices) or indirectly (i.e.
derived from prices).
—
Level 3: inputs for the asset or liability that are not based on observable
market data (unobservable inputs).
Specific valuation techniques used in fair value measurement include:
—
Share-based payments – Black-Scholes option pricing model (Note 6.4
Share-based payment plans)
1.2.4 Operating result
Optomed has determined operating result to be a relevant subtotal in unders-
tanding the Group’s financial performance. However, IFRS does not define the
concept of operating result. The Group has defined it as follows: operating
result is the net amount attained when revenues are added by other operating
income, less:
— purchase expenses, adjusted with change in inventories
— employee benefit expenses
— depreciation, amortization and any impairment losses, and
— other operating expenses.
All other items are presented below operating result in the income statement.
1.2.5 Non-current assets held for sale
Non-current assets (or disposal groups) are classified as held for sale, if their
carrying amounts are to be recovered principally through a sale transaction
rather than through continuing use. From the date of classification, these assets
(or disposal groups) are measured at the lower of their carrying amounts and
fair value less the costs to sell, and the recognition of depreciation or amor-
tization is discontinued.
1.2.6 Critical management judgments and related
estimates and assumptions
The preparation of financial statements under IFRS requires management to make
judgments, estimates and assumptions that affect the reported amounts of assets
and liabilities, and disclosure of contingent assets and liabilities at the end of the
reporting period as well as the reported amounts of income and expenses during
the reporting period. These estimates and assumptions are based on historical
experience and other justified assumptions, such as future expectations, that
Optomed management believes are reasonable under the circumstances at the
end of the reporting period and the time when they were made.
Although these estimates are based on management’s best knowledge of current
events and actions, actual results may ultimately differ from those estimates.
The estimates and underlying assumptions are reviewed on an on-going basis
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52
and when preparing financial statements. Changes in accounting estimates may
be necessary if there are changes in the circumstances on which the estimate
was based, or as a result of new information or more experience. Such changes
are recognized in the period in which the estimate or the assumption is revised.
Use of judgment and estimates
Judgements that management has made in the process of applying accounting
policies and that have the most significant effect on the amounts recognised in
the financial statements, relate to the following areas:
—
capitalisation of development costs: determination of development expen-
diture eligible for capitalisation (Note 12. Intangible assets )
— leases: determination of lease term (Note 14. Leases )
Assumptions and estimation uncertainties that have a significant risk of resulting
in a material adjustment to the carrying amounts of assets and liabilities within
the next financial year are the following:
— Determining trade receivables credit risk (Note 21. Financial risk manage-
ment)
— goodwill impairment testing (Note 12. Intangible assets )
— capitalisation of development expenditures (Note 12. Intangible assets )
—
Development expenditures impairment testing (Note 12. Intangible assets)
1.2.7 Adoption of new and amended standards in future
financial years
Optomed has not yet adopted the following amended standards and interpre-
tations already issued by the IASB. The Group will adopt these pronouncements
as of the effective date of each of the pronouncements, or if the effective date
is not the first day of the financial year, as of the beginning of the next financial
year following the effective date. Currently Optomed believes that the adoption
of these pronouncements will not have a significant effect on the future conso-
lidated financial statements.
Effective for financial years beginning on or after January 1, 2024 :
Amendments and interpretations are not expected to have an impact on the
consolidated financial statements when adopted.
2. Segment reporting
2.1 Accounting policy
An operating segment is a component of the Group that engages in business
activities from which it may earn revenues and incur expenses and for which
discrete financial information is available. Optomed has two reportable segments,
Devices and Software.
Software segment offers products for optimal management of various screening
operations as well as IT solutions and services for storing, viewing and working
with medical images. Also professional IT consulting services for government
institutions are included in this segment. Currently it comprises own screening
solution products for diabetic retinopathy and breast, cervical and bowl cancer
screening management as well as distributor of Sectra software solutions and
reseller of artificial intelligence algorithms of several companies.
The Devices segment develops, manufactures and sells Optomed fundus cameras
for use by ophthalmologists, pediatricians, endocrinologists, neurologists and
primary care professionals. Optomed subsidiaries Optomed USA and Optomed
China are part of devices segment. Currently Devices segment comprises all Op-
tomed branded camera products, such as Optomed Smartscope Pro, Optomed
Aurora and Optomed Polaris cameras. Products for OEM customers, Pictor Plus
and Pictor Prestige (Volk), Visuscout 100 (Zeiss), Fundus Module 300 (The Haag-
Streit) and Signal (Topcon) are included in the Devices segment.
In Optomed Group the CEO has been identified as being the chief operating
decision maker responsible for assessing performance of the segments and
making resource allocating decisions. The segment disclosures presented are
based on the internal management reporting. Optomed has not aggregated
operating segments into reportable segments.
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53
2.2 Reportable segments
2023
| In thousand of euro | Devices | Software | Group Admin | Group, Total |
| External revenue | 5,009 | 10,091 | 0 | 15,100 |
| Net operating expenses | -2,062 | -2,745 | 0 | -4,807 |
| Margin | 2,947 | 7,346 | 0 | 10,292 |
| Depreciation and amortization | -1,444 | -740 | -9 | -2,193 |
| Other expenses | -4,210 | -4,717 | -3,146 | -12,074 |
| Operating result | -2,707 | 1,889 | -3,155 | -3,974 |
| Finance items | 0 | 0 | -545 | -545 |
| Loss before tax expense | -2,707 | 1,889 | -3,701 | -4,519 |
| Segment assets | 11,024 | 8,369 | 241 | 19,635 |
| Capital expenditure | 1,520 | 634 | 53 | 2,208 |
| Segment liabilities | 189 | 618 | 192 | 999 |
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2022
| In thousand of euro | Devices | Software | Group Admin | Group, Total |
| External revenue | 5,398 | 9,263 | 0 | 14,660 |
| Net operating expenses | -1,659 | -2,933 | 0 | -4,592 |
| Margin | 3,738 | 6,330 | 0 | 10,069 |
| Depreciation and amortization | -2,489 | -649 | -8 | -3,145 |
| Other expenses | -4,408 | -4,251 | -3,361 | -12,020 |
| Operating result | -3,159 | 1,431 | -3,368 | -5,097 |
| Finance items | 0 | 0 | -454 | -454 |
| Loss before tax expense | -3,159 | 1,431 | -3,823 | -5,551 |
| Segment assets | 11,627 | 8,185 | 241 | 20,053 |
| Capital expenditure | 1,992 | 790 | 49 | 2,831 |
| Segment liabilities | 474 | 673 | 146 | 1,292 |
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3. Revenue
3.1 Accounting policy
Optomed recognises revenue to depict the transfer of promised goods or services
to customers in an amount that reflects the consideration to which Optomed
expects to be entitled in exchange for those goods or services.
Devices segment sells medical imaging tools and solutions to distributors. The
agreements with distributors are frame agreements. An enforceable contract
is created based on each purchase order combined with the frame agreement.
Typical sales agreements for the Software segment include maintenance ser-
vice agreements, resource hiring agreements, service portal agreements and
software package agreements.
For medical imaging tools and solutions each product in a purchase order forms
a separate performance obligation as:
— the distributor can benefit from the good on its own, and
— the promise to transfer the good to the customer is separately identifiable
from other promises in the contract.
Extended warranty may be sold separately, it is also a separate performance
obligation.
For Software segment:
—
A maintenance contract has one performance obligation containing overall
service for the period agreed upon.
— A resource hiring contract is based on hourly fee. Each hour of consulting
service is a separate performance obligation.
—
A service portal agreement includes following separate performance obliga-
tions: implementation, additions for new service providers, reconfigurations
and continuous service provided.
—
A software package agreement includes following separate performance
obligations: licences, implementation and
continuous maintenance service.
Transaction prices in the contracts are mostly fixed. Some contracts may, however,
include a minimum amount for transactions in a certain period, for example. The
variable fee is constrained to the amount for which it is highly probable that a
significant reversal will not occur subsequently. The terms of payment applied
vary to some extent geographically and in different business areas, but the term
of payment provided is nonetheless always clearly less than a year. Consequently,
contracts do not include a significant financing component.
Optomed allocates the transaction price for medical imaging tools and solutions
to performance obligations based their stand-alone selling prices using price
2.3 Geographic information
In presenting the geographic information, segment assets were based on
the geographic location of the assets. Segment assets are measured in the
same way as in the IFRS financial statements.
Non-current assets
| In thousands of euro | 2023 | 2022 |
| Finland | 15,749 | 15,047 |
| USA | 61 | 127 |
| China | 117 | 21 |
| Total | 15,928 | 15,195 |
1 Group's non-current assets exclude financial instruments and deferred tax assets. Optomed has no
defined benefit pension plans and thus no related assets.
Disaggreration of consolidated revenue by geographical market is disclosed in
Note 3.2 Disaggregation of revenue.
2.4 Major customers
The Group’s revenues from two major customers in the financial years 2022-2023
were approximately as follows: from one customer EUR 2.4 million (2023), and
EUR 2.4 million (2022), and from another customer EUR 1.4 million (2023) and
EUR 1.3 million (2022).
1
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56
lists. For service portal and software package contracts the transaction price is
allocated based on costs incurred plus margin.
For Devices segment the revenues from sales of medical imaging tools and
solutions are recognised when the performance obligation is satisfied by tran-
sferring a promised good to the distributor, i.e. at a point in time. The control is
transferred when Optomed has present right to payment, significant risks and
rewards of ownership have transferred to the distributor as well as the legal
title and physical possession of the products.
In respect of Software segment:
—
Service revenues are recognised over time as the customer simultaneously
receives and consumes the benefits provided by Optomed’s performance.
— Revenues from implementation projects are recognised at a point in time
when the customer gets control and is able to start using the end product.
— Licence revenues are recognised at the point in time when the customer
gets control. This is based on the nature of
licences, being to provide a right to use intellectual property of the Software
segment as that intellectual property
3.2 Disaggregation of revenue
In the following tables, consolidated revenue is disaggregated by geographical
market and timing of revenue recognition.
| In thousands of euro | 2023 | 2022 | ||
| Finland | 9,643 | 64% | 8,606 | 59% |
| Rest of the Europe | 1,870 | 12% | 1,715 | 12% |
| Rest of the World | 3,586 | 24% | 4,340 | 30% |
| Total | 15,100 | 100% | 14,660 | 100% |
| 2023 | 2022 | |||
| Products and services | ||||
| transferred at a point | 11,140 | 74% | 11,067 | 75 % |
| in time | ||||
| Services transferred | ||||
| over time | 3,960 | 26% | 3,593 | 25 % |
| Total | 15,100 | 100% | 14,660 | 100 % |
Trade receivables and related credit losses are described in Notes 16. Financial assets and 21.5 Liquity risk.
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57
4. Other operating income
4.1 Accounting policy
Other operating income comprises income from activities outside the ordinary
business of Optomed. Examples include government grants, rental income and
gains from disposals of tangible and intangible assets.
The Group recognises a government grant only when:
—
there is reasonable assurance that Optomed will comply with the conditions
attached to the grant, and
— the grant will be received.
Income-related grants are recognised in profit or loss over the periods necessary
to match them with the related costs that they are intended to compensate. They
are presented under the line item Other operating income. Asset-related grants,
such as government grants received for development purposes, are deducted
in arriving at the carrying amount of the assets. The grant is recognised over
the life of the asset as a reduced depreciation expense.
4.2 Breakdown of other operating income
| In thousands of euro | 2023 | 2022 |
| Other operating income | 49 | 857 |
| Total | 49 | 857 |
During the year 2023 Optomed did not receive significant grants. 2022 Optomed
has received government grants from various organisations, such as Business
Finland (previously Tekes). The most significant grants for the years 2022, Opto-
med received from Business Finland. 2022 operating income include Business
Finland waived loan of 841 thousand EUR.
5.Materials and services
5.1 Breakdown of materials and services expense
| In thousands of euro | 2023 | 2022 |
| Purchase expenses | -4,370 | -4,974 |
| Change in inventories (increase (+), | ||
| decrease (-)) | -26 | -99 |
| External services | -460 | -375 |
| Total | -4,857 | -5,449 |
Optomed has recognized 68 thousand inventory provision for non marketable
items during 2023 and 251 thousand during 2022.
6. Employee benefits
6.1 Accounting policy
Employee benefits include the following:
a) short-term employee benefits b) post-employment benefits
c) other long-term employee benefits (no such benefits were provided during
the financial years 2022-2023)
d) termination benefits, i.e. benefits provided in exchange for the termination
of an employment
(no such benefits were provided during the financial years 2022-2023)
e) share-based payments (refer to Note 6.4 Share-based payment plans below).
a) Wages, salaries, fringe benefits, annual leave and bonuses are included in
short-term employee benefits. They are recognised in the period in which the
work is performed.
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58
b) Post-employment benefits are payable to employees after the completion of
employment. In Optomed, these benefits are related to pensions. Pension cove-
rage of the Group is arranged through external pension insurance companies.
Pension plans are classified as either defined contribution or defined benefit
plans. Optomed only has defined contribution plans. A defined contribution
plan is a pension plan under which Optomed pays fixed contributions into a
separate entity. Optomed has no legal or constructive obligations to pay further
contributions if the fund does not hold sufficient assets to pay all employees
the related benefits. All other plans are classified as defined benefit plans. The
contributions for defined contribution plans are recognized as employee be-
nefit expense in those periods to which they relate. Prepaid contributions are
recognized as an asset to the extent that a cash refund or a reduction in the
future payments is available.
c) Other long-term employee benefits are all employee benefits other than short-
term employee benefits, post-employment benefits and termination benefits.
Examples include long-term paid absences such as sabbatical leave.
d) Termination benefits are not based on work performance but on the termina-
tion of employment. These benefits consist of severance payments. Termination
benefits result either from the Group’s decision to terminate the employment or
the employee’s decision to accept the benefits offered by Optomed in exchange
for the termination of employment. Such benefits are recognised at the earlier
of: when Optomed can no longer withdraw the offer of the benefits, and when
the Group recognises costs for a restructuring that involves the payment of
termination benefits.
e) The Group has ten share-based incentive plans for the Group key personnel,
which are share option plans. The purpose of the plans is to encourage the emp-
loyees to work on a long-term basis in order to increase shareholder value, and
to commit the key employees to the company. The payments for the incentives
are made with equity instruments.
Share-based compensation is measured at the grant date and expensed using
the straight-line method in the income statement over the vesting period. The
expense determined at grant date is based on Optomed’s estimate of the num-
ber of share options to which it is assumed that rights will vest by the end of
the vesting period. The fair value is determined using the Black-Scholes pricing
model. The Group updates its estimate of the final number of the share options
that will vest at each reporting date. Changes in this estimate are recognised
in the income statement. The options will be returned to Optomed in case the
employee leaves the Group before the subscription period has commenced.
There are no other vesting conditions.
When the option rights are exercised, the proceeds received are recognised in
accordance with the terms of the plan under Reserve for invested non-restricted
equity, net of any transaction costs.
6.2 Expenses recognised in profit or loss
| In thousands of euro | 2023 | 2022 |
| Wages and salaries | -7,287 | -7,197 |
| Contributions to defined contribution | ||
| post-employment plans | -1,016 | -1,105 |
| Other social security expenses | -260 | -271 |
| Share-based payment plans | -137 | -253 |
| Total | -8,699 | -8,827 |
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6.3 Number of personnel
| 2023 | 2022 | |
| Average number of employees for | ||
| the financial year | 114 | 119 |
6.4 Share-based payment plans
Option programs in effect during the financial year
2015: 118,000 Outstanding options on December 31,2023. Subcription price
EUR 3.50 per share. Subscription period July 1, 2020–July 1, 2024. Each option
right entitles its holder to subscribe for one new share. Up to 118,000 shares
can be subscribed for based on the option rights, corresponding to 0.7% of the
company’s share capital and votes.
2017: 131,300 Outstanding options on December 31,2023. Subcription price
EUR 3.50 per share. Subscription period July 1, 2020–July 1, 2024. Each option
right entitles its holder to subscribe for one new share. Up to 131,300 shares
can be subscribed for based on the option rights, corresponding to 0.7% of the
company’s share capital and votes.
2017B: 29,300 Outstanding options on December 31,2023. Subcription price
EUR 3.50 per share. Subscription period July 1, 2020–July 1, 2023. Each option
right entitles its holder to subscribe for one new share. Up to 29,300 shares
can be subscribed for based on the option rights, corresponding to 0.2% of the
company’s share capital and votes.
2018C: 157,900 Outstanding options on December 31,2023. Subcription price
EUR 3.50 per share. Subscription period (50%) July 1, 2020–December 31, 2024
and (50%) 1 July 2021–31 December 2024. Each option right entitles its holder to
subscribe for one new share. Up to 157,900 shares can be subscribed for based on
the option rights, corresponding to 0.9% of the company’s share capital and votes.
2019A: 66,000 Outstanding options on December 31,2023. Subcription price
EUR 3.50 per share. Subscription period July 1, 2021–December 31, 2024. Each
option right entitles its holder to subscribe for one new share. Up to 66,000
shares can be subscribed for based on the option rights, corresponding to 0.4%
of the company’s share capital and votes.
2019B: 100,000 Outstanding options on December 31,2023. Subcription price
EUR 3.50 per share. Subscription period (40%) July 1, 2020–December 31, 2024,
(20%) September 1, 2020–December 31,2024 and (40%) September 1, 2021–De-
cember 31, 2024 . Each option right entitles its holder to subscribe for one new
share. Up to 100,000 shares can be subscribed for based on the option rights,
corresponding to 0.6% of the company’s share capital and votes.
2019C: 20,000 Outstanding options on December 31,2023. Subcription price
EUR 3.50 per share. Subscription period (50%) July 1, 2020–December 1, 2024
and (50%) 1 September 2020–31 December 2024. Each option right entitles its
holder to subscribe for one new share. Up to 20,000 shares can be subscribed
for based on the option rights, corresponding to 0.1% of the company’s share
capital and votes.
2019D: 6,000 Outstanding options on December 31,2023. Subcription price EUR
5.0 per share. Subscription period January 1, 2023–December 31, 2023. Each
option right entitles its holder to subscribe for one new share. Up to 6,000 shares
can be subscribed for based on the option rights, corresponding to 0.0% of the
company’s share capital and votes.
2020A: 114,000 Outstanding options on December 31,2023. Subcription price
EUR 3.5 per share. Subscription period January 1, 2023–December 31, 2023. Each
option right entitles its holder to subscribe for one new share. Up to 114,000
shares can be subscribed for based on the option rights, corresponding to 0.6%
of the company’s share capital and votes.
2022A: 147,500 Outstanding options on December 31,2023. Subcription price
EUR 4.17 per share. Subscription period January 1, 2026–December 31, 2027.
Each option right entitles its holder to subscribe for one new share. Up to 147,500
shares can be subscribed for based on the option rights, corresponding to 0.8%
of the company’s share capital and votes.
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60
Key terms and measurement of option plans
| Plan | 2015 | 2017 | 2017B | 2018C | 2019A |
| Maximum number of options | 250,000 | 210,000 | 58,000 | 266,000 | 84,000 |
| Number of options issued | 250,000 | 210,000 | 58,000 | 266,000 | 84,000 |
| Issued | 2015-2018 | 2017 | 2017 | 2018 | 2019 |
| Vesting period | 2015 - 2020 | 2017 - 2020 | 2017 - 2020 | 2018 - 2021 | 2019 - 2021 |
| Vesting condition | Employment | Employment | Employment | Employment | Employment |
| Option subscription price | 3.50 | 3.50 | 3.50 | 3.50 | 3.50 |
| Fair value at grant date | 2.25 | 2.17 | 2.09 | 2.09 | 2.09 |
| Total fair value (1,000 EUR) | 562 | 455 | 121 | 556 | 175 |
| Plan | 2019B | 2019C | 2019D | 2020A | 2022A |
| Maximum number of options | 100,000 | 20,000 | 72,000 | 150,000 | 250 000 |
| Number of options issued | 100,000 | 20,000 | 72,000 | 119,000 | 147,500 |
| Issued | 2019 | 2019 | 2019 | 2020 | 2022 |
| Vesting period | 2019 - 2020 | 2019 - 2020 | 2019 - 2023 | 2020 - 2023 | 2022 - 2026 |
| Vesting condition | Employment | Employment | Employment | Employment | Employment |
| Option subscription price | 3.50 | 3.50 | 5.00 | 3.50 | 4.17 |
| Fair value at grant date | 2.02-2.09 | 2.02 | 1.69 | 2.97 | 1.771 |
| Total fair value (1,000 EUR) | 205 | 40 | 122 | 446 | 443 |
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The grant-date fair value of Optomed’s all option programs is determined using
the Black Scholes option pricing model that takes into account the following
key inputs:
— expected fair value of the underlying share EUR 4.0 - 6.5
— expected volatility 30 - 64 %
— the term of the option 1.3 - 3.7 years
Changes in outstanding share options
| Pieces | 2023 | 2022 |
| Outstanding at January 1 | 903,600 | 854,900 |
| Granted during the year | - | 178,000 |
| Forfeited during the year | -8,100 | -92,000 |
| Exercised during the year | -5,500 | -37,300 |
| Expired during the year | - | - |
| Outstanding at December 31 | 890,000 | 903,600 |
| Exercisable at December 31 | 742,500 | 629,100 |
Option subscription price during the 2023 was 3.50 EUR for exercised options.
Optomed average share price during the 2023 was 3.45 EUR. In case the share
options issued are fully exercised, the number of outstanding A shares will
increase by 5.0%. The subscription prices will be recorded in the Reserve for
invested non-restricted equity.
Expenses from share-based payment plans
Total expenses arising from share-based payment plans recognised as part of
employee benefits were as follows:
| In thousands of euro | 2023 | 2022 |
| Equity-settled share-based payments | -137 | -253 |
7. Other operating expenses
7.1 Accounting policy
Optomed’s other orerating expenses include:
— expenses other than the cost of goods sold, such as travel, marketing, IT
and office expenses.
— losses on the disposal of tangible and intangible assets.
7.2 Breakdown of other operating expenses
| In thousands of euro | 2023 | 2022 |
| Travel expenses | -424 | -356 |
| Marketing expenses | -635 | -784 |
| IT expenses | -403 | -403 |
| Office expenses | -161 | -186 |
| Other administrative expenses | -813 | -765 |
| Research and development expenses | -230 | -361 |
| Credit loss accrual | -206 | 123 |
| Other fixed expenses | -502 | -463 |
| Total | -3,374 | -3,193 |
Other operating expenses also comprise changes in expected credit losses and
realised credit losses. More info about credit loss acrual in 21.4. Credit risk and
counterparty risk.
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7.3 Auditor’s fees
| In thousands of euro | 2023 | 2022 |
| Audit fees | -160 | -145 |
| Other services | 0 | -7 |
| Total | -160 | -152 |
8. Depreciation, amortization and
impaiment losses
8.1 Accounting policy
Depreciation and amortization is the systematic allocation of the depreciable
amount of a tangible / an intangible asset over its useful life. Optomed generally
applies the straight-line method. An impairment loss is the amount by which the
carrying amount of an asset exceeds its recoverable amount. Refer to Notes 12.
Intangible assets and 13. Tangible assets.
8.2 Depreciation, amortization and impaiment losses
by asset category
| In thousands of euro | 2023 | 2022 |
| Intangible assets | ||
| Development costs | -920 | -1,939 |
| Customer relationships | -222 | -222 |
| Technology | -102 | -102 |
| Other intangible assets | -87 | -83 |
| Total | -1,331 | -2,346 |
| In thousands of euro | 2023 | 2022 |
| Tangible assets | ||
| Machinery and equipment | -355 | -372 |
| Total | -355 | -372 |
| Total depreciation and | ||
| amortization / owned assets | -1,685 | -2,718 |
8.3 Impairment losses
The Group recognised impairment losses on intangible assets during financial
year 2023 of 21 thousand euros and 1,040 thousand euros in 2022. 2023 Impair
-
ment losses are due to terminated patents. There were no recognised impairment
losses on tangible assets during years 2022-2023.
9. Finance income and expenses
The accounting policies for financial assets and financial liabilities are presented
in Note 16. Financial assets and 19. Financial liabilities.
Recognised through profit or loss
9.1 Finance income
| In thousands of euro | 2023 | 2022 |
| Foreign exchange gains | 422 | 560 |
| Interest income | 23 | 4 |
| Other finance income | 34 | 6 |
| Total | 479 | 569 |
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9.2 Finance expenses
| In thousands of euro | 2023 | 2022 |
| Foreign exchange losses | -736 | -756 |
| Interest expenses | -204 | -115 |
| Other finance expenses | -84 | -153 |
| Total | -1,024 | -1,024 |
| Net finance expenses | -545 | -454 |
Net financial items amounted to EUR -545 (-454) thousand and consisted mainly
of interest payments to financial institutions and the translation effect of Chinese
RMB and USD to EUR.
9.3 Borrowing costs - government loans
Optomed has capitalised under Development costs those borrowing costs incurred
from the government loans (Business Finland) granted for development activities,
refer also to Note 19. Financial liabilities. The capitalisation rate used to determine
the amount of borrowing costs to be capitalised was 1 % for the years 2022-2023,
being the interest rate applicable to those loans during the said annual periods.
The capitalised costs amounted to EUR 21 thousand (2023) and EUR 21 thousand
2022 which were recorded as deductions to interest expenses.
10. Income taxes
10.1 Accounting policy
The income tax expense for the period consists of:
— current tax, and
— change in deferred tax assets and deferred tax liabilities.
Income tax is recognized in the income statement, except that the income tax
effects of items recognized in other comprehensive income or directly in equity
are similarly recognized in other comprehensive income or equity.
The current income tax charge is calculated on the basis of the taxable income
determined in accordance with the tax rates and laws enacted (or substantive-
ly enacted) in the countries where Optomed operates and generates taxable
income. Income taxes are adjusted with any taxes relating to previous financial
years. Other taxes not based on income are included within other operating
expenses. Current taxes are calculated using the tax rates (and tax laws) that
have been enacted or substantively enacted by the end of the reporting period.
Taxable profit differs from the profit reported in the consolidated income sta-
tement, since:
—
some income or expense items are taxable or deductible in other years,
and/or
—
certain income items are not taxable or certain expense items are non-deduc-
tible for taxation purposes.
Generally deferred tax is provided using the liability method on:
—
temporary differences arising between the tax bases of assets and liabilities
and their carrying amounts in the financial statements, and
— unused tax losses or unused tax credits.
Deferred tax assets are recognised for deductible temporary differences only to
the extent that it is probable that future taxable profits will be available, against
which Optomed can utilise deductible temporary differences. The amount and
the probability of the utilisation of deferred tax assets are reviewed at the end of
each reporting period. A valuation allowance is recognized against the deferred tax
asset, if the utilisation of the related tax benefit is no more considered probable.
Deferred tax liabilities are usually recognized in full. However, deferred tax
liability is not accounted for, if it arises from:
— the initial recognition of goodwill, or
— the initial recognition of an asset or a liability in a transaction which is not
a business combination, and
at the time of the transaction, affects neither accounting profit nor taxable
profit (tax loss).
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A deferred tax liability is recognised for investments in subsidiaries, except
to the extent that Optomed is able to control the timing of the reversal of the
temporary difference and it is probable that the temporary difference will not
reverse in the foreseeable future.
Deferred tax assets and deferred tax liabilities are determined using tax rates (and
laws) that are expected to apply when the related deferred tax asset is realized
or the deferred tax liability is settled. The applied tax rate is the rate enacted
or substantively enacted by the balance sheet date in the respective countries.
10.2 Current tax
| In thousands of euro | 2023 | 2022 |
| Current tax for the reporting year | 0 | 0 |
| Current tax adjustments for prior years | 0 | 0 |
| Change in deferred taxes | 79 | 79 |
| Total | 79 | 79 |
10.3 Reconciliation between income tax expense in
profit or loss and tax expense calculated using the
Finnish corporate tax rate
| 2023 | 2022 | |
| Profit before income tax | -4,519 | -5,551 |
| Tax using the Finnish corporate | ||
| tax rate (20 %) | 904 | 1,110 |
| Effect of tax rate in foreign | ||
| jurisdictions | 38 | 40 |
| Unrecognised deferred tax assets | ||
| on taxable losses | -550 | -527 |
| Non-deductible expenses | -17 | -21 |
| Share option expense | -27 | -51 |
| Depreciation and amortisation | ||
| not deducted for tax purposes | -264 | -466 |
| Consolidation-related adjustments | -4 | -7 |
| Taxes in the income statement | 79 | 79 |
10.4 Income taxes recognised in other
comprehensive income
During the years 2022-2023 the Group did not recognise any income taxes in
other comprehensive income.
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10.5 Gross movements in deferred tax asset and deferred tax liability balances
2023
| Recognised | Exchange | |||||
| At Jan 1, | Business | through | Recognised | differences and | At Dec 31, | |
| In thousands of euro | 2023 | combinations | profit or loss | in equity | other changes | 2023 |
| Deferred tax assets, | ||||||
| Lease liabilities | 306 | 7 | 318 | |||
| Right-of-use assets | -290 | -5 | 5 | -294 | ||
| Total | 16 | 3 | 5 | 24 | ||
| Deferred tax liabilities, | ||||||
| gross changes, additions | ||||||
| PPA Intangible assets | -340 | 65 | -275 | |||
| Development costs | -47 | 12 | -35 | |||
| Total | -387 | 76 | -310 | |||
| Total deferred tax assets | ||||||
| and deferred tax liabilities | -371 | 79 | 5 | -288 |
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2022
| Recognised | Exchange | |||||
| At Jan 1, | Business | through | Recognised | differences and | At Dec 31, | |
| In thousands of euro | 2022 | combinations | profit or loss | in equity | other changes | 2022 |
| Deferred tax assets | ||||||
| Lease liabilities | 255 | 51 | 306 | |||
| Right-of-use assets | -241 | -49 | -290 | |||
| Total | 14 | 2 | 16 | |||
| Deferred tax liabilities, | ||||||
| gross changes additions | ||||||
| PPA Intangible assets | -404 | 65 | -340 | |||
| Development costs | -59 | 12 | -47 | |||
| Total | -463 | 76 | -387 | |||
| Total deferred tax assets | ||||||
| and deferred tax liabilities | -450 | 78 | -371 |
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10.6 Group’s tax losses and depreciation and
amortization not deducted for tax purposes
| In thousands of euro | Dec 31, 2023 | Dec 31, 2022 | ||||
| Tax losses approved by tax authorities | 7,940 | 6,854 | ||||
| Depreciation and amortization not | 10,424 | 9,102 | ||||
| deducted for tax purposes |
These tax losses relate to Optomed Plc. The Group has not recognised any de-
ferred tax asset on these losses as at the time of preparation of these financial
statements it is unlikely that these entities will generate taxable income against
which the losses could be utilised before their expiration dates. The losses will
expire in the years 2024-2033.
The depreciation and amortization not deducted for tax purposes relate to
Optomed Plc.
11. Loss per share
11.1 Accounting policy
Basic and diluted earnings (loss) per share
Basic earnings (loss) per share is calculated by dividing:
— the profit (loss) attributable to owners of the parent company
—
by the weighted average number of ordinary shares outstanding during
the financial year.
In calculating the diluted earnings (loss) per share, the dilutive effect of all dilutive
potential ordinary shares is taken into account in the weighted average number
of outstanding shares. The Group’s dilutive potential ordinary shares comprise
the share-based incentive plans payable in shares.
11.2 Loss per share
Diluted loss per share is not presented, as the results for the financial years
2022 and 2023 were negative and thus the dilutive instruments would have an
undilutive effect on loss per share.
| 2023 | 2022 | |
| Loss attributable to owners of the | ||
| parent company (in thousands of euro) | -4,441 | -5,472 |
| Weighted average number of | ||
| shares outstanding during the | 16,706,508 | 14,640,697 |
| financial year (pcs) | ||
| Basic loss per share (EUR/share) | -0.27 | -0.37 |
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12. Intangible assets
12.1 Accounting policy
The Group’s intangible assets comprise the following: a) goodwill, b) develop-
ment costs, c) customer relatioships and technology (identified in the Commit
acquisition) and d) other intangible assets.
a) Goodwill: The excess of the
— consideration transferred
—
amount of any non-controlling interest in the acquired entity, measured
at fair value, and
— acquisition-date fair value of any previous equity interest in the acquired
entity, over the fair value of the net identifiable assets acquired is recorded
as goodwill. Goodwill reflects e.g. expected future synergies resulting from
acquisitions. Goodwill is not subject to amortization but is tested annually
for impairment, or more frequently if there is any indication that it might
be impaired, refer to Note 12.3 below. Goodwill is carried at historical cost
less accumulated impairment losses.
b) Development costs: Development is the application of research findings or
other knowledge to a plan or design for the production of new or substantially
improved materials, devices, products, processes, systems or services before
the start of commercial production or use. Optomed capitalises such costs
when all the following criteria are met:
—
Optomed can demonstrate the technical feasibility of completing the intan-
gible asset so that it will be available for use or sale.
— Optomed intends to complete the intangible asset and use or sell it.
— Optomed is able to use or sell the intangible asset.
—
Optomed is able to demonstrate how the intangible asset will generate
probable future economic benefits.
— The Group has adequate technical, financial and other resources available
to complete the development and to use or sell the intangible asset
—
Optomed is able to measure reliably the expenditure attributable to the
intangible asset during its development. Capitalised development costs comp-
rise all directly attributable costs (mainly labour) necessary to prepare the
asset to be capable of operating in the manner intended. Optomed has also:
—
capitalised borrowing costs arisen from government loans granted for
development purposes, and
— deducted an applicable amount of major government grants received for
development activities from the carrying amount.
Development expenditure that was initially expensed is not capitalised at a later
date. The estimated useful life for development costs is 10 years.
Research is original and planned investigation Optomed undertakes with the
prospect of gaining new scientific or technical knowledge and understanding.
Such costs are expensed as incurred.
c) Customer relationships and technology: these assets were measured at fair
value at the acquisition date using the multi-period excess earnings method
and the relief-from-royalty method. Their estimated remaining useful lives are
10 years.
d) Other intangible assets: An intangible asset is recognised only if it is probable
that the expected future economic benefits that are attributable to the asset will
flow to Optomed, and the cost of the asset can be measured reliably. All other
expenditure is expensed as incurred. Group’s other intangible assets mainly
comprise patents and trademark rights, which are amortised on a straight-line
basis over their estimated useful lives (10 years).
Optomed reviews the amortization periods and the amortization methods
applied at least at each financial year-end. If the expected useful life of the
asset is different from previous estimates, the amortization period shall be
changed accordingly. The changes of useful lives can be due to e.g. technical
development, changes in demand or competition, for example.
The Group assesses, at each reporting date, whether there is an indication that
an intangible asset other than goodwill may be impaired. If any indication exists,
Optomed estimates the asset’s recoverable amount. An impairment loss is re-
cognised in the income statement when the carrying amount of an asset exceeds
its recoverable amount.
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12.2 Assumptions and estimation uncertainties –
development costs
Optomed capitalises development expenditure as an intangible asset where the
related criteria are met (refer to 12.1 Accounting policy above). This requires
management to make judgement on when all of the criteria for capitalisation
are met and when to cease capitalisation and start amortising the asset. The
point at which development costs meet the criteria for capitalisation is depen-
dent on Optomed management’s judgement of, for example, the point at which
technical feasibility is demonstrable.
In impairment testing the recoverable amount of development costs are de-
termined based on value-in-use calculations. The calculations use cash flow
projections approved by management covering a seven year period. The cash
flow projections exclude expansion investments. The discount rate is defined as
WACC (weighted average cost of capital), which reflects the total cost of equity
and debt while considering the asset-specific risks. The pre-tax discount rate
was 20.2% (19.7%) and the post-tax discount rate 13.1% (13.1%)
The sensivity analysis is prepared in respect of the discount rate and the terminal
growth rate applied beyond the seven-year projection period. The changes in
these key assumptions - holding other assumptions constant - would result in
the recoverable amount of the tested assets to equal their carrying amount as
at December 31, 2023.
—
The pre-tax discount rate should increase by 117.0 percentage point. So
that the net present value of the 7 year forecast is 0.
— The terminal growth rate for break even cannot be measured.
Based on the impairment test carried out as at December 31, 2023 the deve-
lopment costs were not impaired.
The Group recognised impairment losses on intangible assets during financial
year 2023 of 21 thousand euros and 1,040 in 2022. 2023 Impairment loss is due
to terminated patents.
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12.3 Reconciliation of carrying amounts
At December 31, 2023
| Other | ||||||
| In thousands of euro | Goodwill | Develop- | Customer | Technology | intangible | Total |
| ment costs | relationships | assets | ||||
| Cost | ||||||
| Balance at January 1 | 4,256 | 13,978 | 2,222 | 1,023 | 1,054 | 22,533 |
| Additions | 2,089 | 93 | 2,182 | |||
| Balance at December 31 | 4 ,256 | 16,067 | 2,222 | 1,023 | 1,147 | 24,715 |
| Accumulated amortization and impairment losse | ||||||
| Balance at January 1 | -7,416 | -1,057 | -489 | -676 | -9,638 | |
| Amortization | -920 | -223 | -101 | -66 | -1,311 | |
| Impairment losses | -21 | -21 | ||||
| Balance at December 31 | -8,336 | -1,280 | -590 | -763 | -10,969 | |
| Carrying amount at Jan 1 | 4,256 | 6,562 | 1,164 | 534 | 379 | 12,895 |
| Carrying amount at Dec 31 | 4,256 | 7,731 | 942 | 433 | 384 | 13,746 |
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At December 31, 2022
| Other | ||||||
| In thousands of euro | Goodwill | Develop- | Customer | Technology | intangible | Total |
| ment costs | relationships | assets | ||||
| Cost | ||||||
| Balance at January 1 | 4,256 | 11,815 | 2,222 | 1,023 | 951 | 20,267 |
| Additions | 2,163 | 103 | 2,266 | |||
| Balance at December 31 | 4,256 | 13,978 | 2,222 | 1,023 | 1,054 | 22,533 |
| Accumulated amortization and impairment losses | ||||||
| Balance at January 1 | -5,477 | -836 | -387 | -593 | -7,292 | |
| Amortization | -899 | -222 | -102 | -83 | -1,306 | |
| Impairment losses | -1,040 | -1,040 | ||||
| Balance at December 31 | -7,416 | -1,057 | -489 | -676 | -9,638 | |
| Carrying amount at Jan 1 | 4,256 | 6,338 | 1,386 | 636 | 358 | 12,975 |
| Carrying amount at Dec 31 | 4,256 | 6,562 | 1,164 | 534 | 379 | 12,895 |
The research and development costs expensed amounted to EUR 1,924 thousand (2023) and EUR 1,859 thousand (2022), mainly comprising personnel expenses.
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12.4 Impairment testing of goodwill
12.4.1 Accounting policy
For the purposes of impairment testing goodwill is allocated to the cash-gene-
rating units (CGUs) or the groups of CGUs that are expected to benefit from
the business combination in which the goodwill arose. A cash-generating unit
is the smallest identifiable group of assets in Optomed that generates inflows
that are largely independent from the cash inflows from other assets or groups
of assets. A cash-generating unit is impaired when its carrying amount exceeds
its recoverable amount. The recoverabe amount is:
— the higher of the asset’s or CGU’s fair value less costs of disposal, and
— its value in use.
whichever is greater.
Optomed determines recoverable amounts based on value-in-use calculations
prepared using discounted future net cash flows.
12.4.2 Assumptions and estimation uncertainties
At each balance sheet date Optomed management assesses if there is any indi-
cation of impairment of goodwill (or other intangible, tangible asset or right-of-
use asset). Review is based on indicators that measure economic performance,
such as Group’s management reporting as well as economic environment and
market follow-up.
Such indications may include, among others:
—
unexpected changes in significant factors underlying impairment tests
(revenues, profitability levels and changes in prevailing interest rates), and
— changes in market conditions.
The recoverable amount determined in the testing process is based on assump-
tions and estimates made by management on future sales, production costs,
sales growth rate and discount rate, among others.
Optomed has allocated the goodwill arisen from the Commit acquisition to the
Software operating segment. This segment establishes a single cash-generating
unit. The carrying amount of the assets amounted to EUR 7,813 (7,816) thousand
as at December 31, 2023, including the goodwill of EUR 4,256 (4,256) thousand.
In impairment testing the recoverable amount of the Software segment is
determined based on value-in-use calculations. The calculations use cash flow
projections approved by management covering a five-year period. Cash flows
beyond the five-year period are extrapolated using the estimated steady gro-
wth rate of 1.8 %. The cash flow projections exclude expansion investments.
The discount rate is defined as WACC (weighted average cost of capital), which
reflects the total cost of equity and debt while considering the asset-specific
risks. The pre-tax discount rate was 20.3% (15.7%) and the post-tax discount
rate 13.1% (13.1%.)
The sensivity analysis is prepared in respect of the discount rate and the termi-
nal growth rate applied beyond the five- year projection period. The changes
in these key assumptions - holding other assumptions constant - would result
in the recoverable amount of the tested assets to equal their carrying amount
as at December 31, 2023:
— The pre-tax discount rate should increase by 51.9 percentage point.
— The terminal growth rate for break even cannot be measured.
Based on the impairment test carried out as at December 31, 2023 the goodwill
was not impaired.
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13. Tangible assets
13.1 Accounting policy
Tangible assets acquired by Optomed held for use are stated in the balance
sheet at their cost. The cost comprises directly attributable incremental costs
incurred in their acquisition and installation. Subsequently tangible assets
are carried at cost, less any accumulated depreciation and any accumulated
impairment losses. Ordinary repairs and maintenance costs are expensed
during the reporting period in which they are incurred. Government grants are
accounted for by reducing the carrying amount of the asset. The grant is then
recognised in profit or loss over the useful life of the asset by way of a reduced
depreciation charge.
Depreciation is charged so as to write off the cost of assets using the straight-line
method, over their estimated useful lives, as follows:
— Production machinery and equipment: six years
— Other machinery and equipment: three years
— Office furniture: three years
— Cars: three years
Expected useful lives and residual values are reviewed at least at each financial
year-end and if they differ significantly from previous estimates, the useful lives
are revised accordingly. Recognition of depreciation is discontinued when a tan-
gible asset is classified as held for sale. The Group assesses, at each reporting
date, whether there is an indication that a tangible asset may be impaired. If
any indication exists, Optomed estimates the asset’s recoverable amount. An
impairment loss is recognised when the carrying amount of an asset exceeds
its recoverable amount.
The gain or loss arising on the disposal or retirement of a tangible asset is
determined as the difference between any net sale proceeds and the carrying
amount of the asset and is recognised in other operating income or other ope-
rating expenses.
13.2 Reconciliation of carrying amounts
| Machinery and equipment | ||
| 2023 | 2022 | |
| Cost | ||
| Balance at January 1 | 3,512 | 2,721 |
| Additions | 212 | 791 |
| Balance at December 31 | 3,724 | 3,512 |
| Accumulated depreciation | ||
| and impairment losses | ||
| Balance at January 1 | -2,660 | -2,288 |
| Depreciation | -355 | -372 |
| Balance at December 31 | -3,015 | -2,660 |
| Carrying amount at January 1 | 852 | 433 |
| Carrying amount at December 31 | 710 | 852 |
Refer to Note 14. Leases for disclosures on Group’s tangible assets acquired
under lease agreements.
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14. Leases
14.1 Accounting policy
The Group acts as a lessee leasing mainly business premises, cars, IT equipment
as well as other machinery and equipment. As a general rule, Optomed recogni-
ses a leased asset (right-of-use asset) and a lease liability for all leases, except
for short-term leas
s and leases of low-value items (the accounting treatment is
described below). The Group assesses whether a contract is or contains a lease
at inception of a contract. A contract is or contains a lease if the contract con-
veys the right to control the use of an identified asset for a period in exchange
for consideration.
The Group recognises a right-of-use asset and a lease liability at the lease com-
mencement date. The right-of- use asset is initially measured at cost, which
comprises:
— the amount of the initial measurement of the lease liability
— any lease payments made at or before the commencement date, less any
lease incentives (e.g. lease-free months)
— any initial direct costs incurred by Optomed, and
— an estimate of restoration costs to be incurred by Optomed.
After the commencement date the right-of-use assets are measured at cost less
any accumulated depreciation and any accumulated impairment losses and
adjusted for certain remeasurements of the lease liability. The right-of-use asset
is depreciated using the straight-line method, from the commencement date
to the earlier of the end of the useful life of the right-of-use asset, or the end of
the lease term. The estimated useful life for the business premises applied by
Optomed is three years. The right-of-use asset is tested for impairment where
necessary and any impairment loss identified is recorded in profit or loss.
Initially the lease liability is measured at the present value of the lease payments
that are not paid at the commencement date. The discount rate used by the
Group is Optomed’s incremental borrowing rate. Lease payments included in
the measurement of the lease liability comprise:
— fixed payments, including in substance fixed payments
— variable lease payments that depend on an index or a rate, initially measu-
red using the index or rate as at the commencement date of the contract
— amounts expected to be payable under a residual value guarantee, and
—
the exercise price under a purchase option that the Group is reasonably
certain to exercise.
Subsequently the lease liability is measured at amortised cost using the effe-
ctive interest method. It is remeasured when there is a change in future lease
payments arising from change in an index or rate, if there is a change in the
Group’s estimate of the amount expected to be payable under a residual value
guarantee or if the Group changes its assessment of whether it will exercise a
purchase, extension or termination option. When a lease liability is remeasured
in this way, a corresponding adjustment is made to the carrying amount of the
right-of-use asset or is recorded in profit or loss if the carrying amount of the
right-of-use asset has been reduced to zero.
Optomed has elected not to recognise right-of-use assets and lease liability for:
— short-term leases (that have a lease term of 12 months or less)
—
leases of low-value assets (each asset with a value of approximately EUR
5,000 or less when new).
Such assets include IT equipment as well as other machinery and equipment.
The Group recognises the lease payments associated with above-mentioned
leases as an expense on a straight-line basis over the lease term.
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14.2 Management judgements
Some business facility leases of the Group include termination options. Optomed
uses such terms in its contract management to maximise operational flexibility
for its business. Termination options are considered on a case-by-case basis
following a regular management assessment. The factors considered include, for
example, contractual terms and conditions for optional periods compared with
market rates, the importance of the underlying asset to Optomed’s operations
as well as termination and replacement costs.
14.3 Amounts recognised in income statement
| In thousands of euro | 2023 | 2022 |
| Expense relating to leases of low-value | ||
| assets1 (that are not short-term leases) | -4 | -5 |
| Depreciation charge for right-of-use assets by | ||
| class of underlying asset (business premises,- | -508 | -428 |
| cars) (included in Depreciation, amortization and | ||
| impairment losses in the income statement) | ||
| Interest expense on lease liabilities | ||
| (included in Finance expenses) | -42 | -33 |
14.4 Amounts presented in cash flow statement
| Total cash outflow for leases | -462 | -415 |
14.5 Leased tangible assets
| In thousands of euro | 2023 | 2022 |
| Additions to right-of-use assets | 532 | 671 |
| Depreciation charge for right-of-use assets | -508 | -428 |
| Carrying amount at the end of | ||
| the financial year | 1,472 | 1,448 |
Leased tangible assets comprise business premises and cars and are presented
as a separate line item Right-of-use assets in the consolidated balance sheet.
14.6 Lease liabilities
| In thousands of euro | 2023 | 2022 |
| Current | 516 | 412 |
| Non-current | 991 | 1,058 |
| Total | 1,507 | 1,470 |
The weighted average Optomed’s incremental borrowing rate applied for
discounting purposes was 3.2 %.
The above liabilities are presented on the line item Lease liabilities (non-current /
current) in the consolidated balance sheet, based on their maturity. The maturity
analysis is disclosed in Note 21.5 Liquidity risk.
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15. Inventories
15.1 Accounting policy
Inventories are stated at the lower of cost and net realisable value. The cost
of ready purchased products consists of the purchase price, including direct
transportation, processing and other costs.
Cost is determined using the first-in, first-out (FIFO) method. Net realisable value
is the estimated selling price in the ordinary course of business, less the esti-
mated costs of completion and the estimated costs necessary to make the sale.
Optomed has recognized 68 thousand euros inventory provision for non mar-
ketable items in inventory during 2023 and 251 thousand euros during 2022.
| In thousands of euro | 2023 | 2022 |
| Raw materials and consumables | 2,820 | 2,998 |
| Total | 2,820 | 2,998 |
16. Financial assets
16.1 Accounting policy
Optomed classifies financial assets as follows:
— financial assets measured at fair value through profit or loss (FVTPL)
— financial assets measured at amortized cost, and
—
financial assets measured at fair value through other comprehensive
income (FVOCI).
Classification of financial assets is made based on their purpose of use upon
initial recognition. Classification relies on the objectives of Optomed’s business
model and the contractual cash flows from financial assets, or by applying
the fair value option upon initial recognition. Optomed recognises all its
financial assets at amortized cost.
All purchases and sales of financial assets are recognised at the trade date. For
financial assets not carried at fair value through profit or loss, transaction costs
are included in the initial carrying amount. Financial assets are derecognised
when the Group loses the rights to receive the contractual cash flows on the
financial asset or it has transferred substantially all the risks and rewards of
ownership outside the Group.
Financial assets measured at amortized cost
Optomed recognises all trade receivables that are non-derivative assets at
amortized cost. In the Group trade receivables are held within a business mo-
del whose objective is to collect the contractual cash flows, and those cash
flows that are solely payments of principal and interest. Trade receivables are
current assets that Optomed has the intention to hold for less than 12 months
from the end of reporting period. Assets classified in this category are measu-
red at amortized cost using the effective interest (EIR) method. The carrying
amounts of current trade receivables are expected to substantially equal their
fair values.
Optomed recognizes a loss allowance for expected credit losses on financial as-
sets that are measured at amortized cost. The expected credit losses on trade
receivables are recorded based on Optomed’s historical knowledge on trade
receivables at default and payment delays due to financial difficulties. The loss
allowance is assessed both on an individual basis and collectively. The expect-
ed loss is measured as the difference between the asset’s carrying amount and
the pre sent value of estimated future cash flows discounted at the financial
asset’s effective interest rate. This adjustment is recognised in other operating
expenses and as a deduction to the carrying amount of the receivable.
All realised credit losses are recognised in profit or loss. A credit loss is reversed
in a subsequent period, if the reversal can be related objectively to an event
occurring after the impairment was recognised.
Optomed did not recognise credit losses during the financial years 2022-2023.
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17. Other receivables
| In thousands of euro | 2023 | 2022 |
| Prepayments and accrued income | 511 | 792 |
| Other | 96 | 220 |
| Total | 607 | 1,012 |
Cash and cash equivalents
The Group’s cash and cash equivalents consist of cash on hand, demand depo-
sits and short-term, highly liquid investments. Items qualifying as cash equiva-
lent have a maturity of three months or less from the date of acquisition.
16.2 Carrying amounts - at amortised cost
Current financial assets
The year 2023 include a specific credit risk accrual of EUR 767 (589) thousand covering
overdue trade receivable from a Chinese customer.
More information on Note 21.4.2. The Group had no non-current financial assets at the
end of the financial years 2022-2023. During the 2023 The Group has ended its recourse
factoring agreement.
| In thousands of euro | Note | 2023 | 2022 |
| Trade receivables | |||
| Recourse factoring | 21 | 0 | 324 |
| Other trade receivables | 21 | 2,583 | 3,232 |
| Total trade receivables | 2,583 | 3,556 | |
| Cash and cash equivalents | 7,118 | 8,524 | |
| Total | 9,701 | 12,080 |
16.3 Cash and cash equivalents
| In thousands of euro | 2023 | 2022 |
| Cash and bank accounts | 7,118 | 8,524 |
| Total | 7,118 | 8,524 |
18. Capital and reserves
18.1 Accounting policy
The Group classifies the instruments it has issued either as equity instruments
or financial liabilities based on their nature.
— An equity instrument is any contract that evidences a residual interest in
the assets of Optomed after deducting all of its liabilities.
— A financial liability is an instrument that obligates Optomed to deliver cash
or another financial asset, or the holder has a right to demand cash or
another financial asset.
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Optomed evaluates the terms of an issued compound instrument to determi-
ne whether it contains both a liability and an equity component. Such compo-
nents are classified separately as financial liabilities, financial assets or equity
instruments in accordance with the substance of the contractual arrangement.
18.2 Share capital and share series
18.2.1 Accounting policy
The share capital consists of the parent company’s ordinary shares classified
as equity. The subscription price of a share received by the company in conne-
ction with share issues is credited to the share capital, unless it is provided in
the share issue decision that a part of the subscription price is to be recorded
in the Reserve for invested non-restricted equity. Transaction costs directly att-
ributable to the issue of new shares are recorded in equity as a deduction, net
of tax, from the proceeds.
The share capital of Optomed Plc amounted to EUR 80 thousand at December
31, 2023 and 80 thousand at December 31.2022. The share capital consists of
one share class.
The shares have no nominal value. All issued shares have been fully paid. Each
share carries one vote.
18.2.2 Movements in share numbers and Group’s equity
The table below discloses changes in the number of shares and respective
changes in Group’s equity.
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2023
| Pieces | In thousands of euro | |||
| A series | Total | Share capital | Reserve for invested | |
| non-restricted equity | ||||
| At January 1, 2023 | 16,541,355 | 16,541,355 | 80 | 46,896 |
| Share issue 25.9.2023 | 1,589,042 | 1,589,042 | 3,973 | |
| Additions to Reserve for Invested non-equity based on option | ||||
| subscription and board share fee. | 67 | |||
| At Dec 31, 2023 | 18,130,397 | 18,130,397 | 80 | 50,936 |
2022
| Pieces | In thousands of euro | |||
| A series | Total | Share capital | Reserve for invested | |
| non- restricted equity | ||||
| At January 1, 2022 | 14,003,144 | 14,003,144 | 80 | 38,526 |
| Share issue 10.5.2022 | 1,397,853 | 1,397,853 | 4,441 | |
| Share issue 14.12.2022 | 1,140,358 | 1,140,358 | 3,760 | |
| Additions to Reserve for Invested non-equity based on option | ||||
| subscription and board share fee. | 170 | |||
| At Dec 31, 2022 | 16,541,355 | 16,541,355 | 80 | 46,896 |
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18.3 Treasury shares
18.3.1 Accounting policy
The consideration paid for treasury shares, including any directly attributable
transaction costs (net of taxes), is deducted from equity, until the shares are
cancelled or reissued. Where such shares are subsequently sold or reissued,
any consideration received, net of any directly attributable transaction costs
and net of taxes, is directly recognised in equity.
The total amount of treasury shares was 353,973 shares in the end of the fi-
nancial year.
18.4 Dividends
18.4.1 Accounting policy
Dividend distribution to the parent company’s shareholders is recognised as a
liability in the consolidated balance sheet in the period in which the dividends
are approved by the company’s Annual General Meeting.
Under the Finnish Limited Liability Companies Act the amount of capitalised
development costs (accounted for in accordance with the Finnish Accounting
Act) is deducted from unrestricted equity in calculating distributable funds.
18.5 Reserves
Reserve for invested non-restricted equity
The reserve for invested non-restricted equity comprises other equity investments
and that part of the share subscription price that has not specifically been al-
located to share capital.
Share premium
The share premium accrued under the previous Finnish Limited Liability Com-
panies Act. Under the current Act the share premium is classified as restricted
equity and may no longer increase. The share premium may be reduced in
accordance with the rules applying to decreasing share capital and can be used
to increase the share capital as a reserve increase.
Translation differences
The reserve includes translation differences arisen from the IFRS post-transition
date (January 1, 2016) translation of the financial statements of foreign opera-
tions into euro.
Retained earnings
Retained earnings are earnings accrued over the previous financial years that
have not been transferred to equity reserves or issued as dividends to owners.
18.6 Capital management
Optomed’s objective in capital management is to maintain optimum capital
structure in order to secure normal operating conditions and to optimise cost
of capital to create value to shareholders. For capital management purposes,
Optomed manages equity as indicated in the consolidated balance sheet. The
equity is mainly influenced through share issues and restructuring of loans and
borrowings. The Group is not subject to externally imposed capital require-
ments. Group management and the Board of Directors of the parent company
monitor Group’s capital structure and liquidity development. The objective of
this monitoring is to ensure Group’s liquidity and flexibility of capital structure
in order to fulfil the growth strategy.
Optomed monitors the development of capital structure based on equity ratio.
Equity ratio is also the financial covenant of Optomed’s borrowing facilities (line
item Borrowings from financial institutions). For covenant accounting purposes
equity ratio is calculated based on the related terms of the borrowings, refer to
19.4 Financial covenant for more details.
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19. Financial liabilities
19.1 Accounting policy
Optomed classifies financial liabilities as follows:
— financial liabilities measured at amortized cost, and
— financial liabilities measured at fair value through profit or loss (FVTPL).
Optomed did not use derivative instruments during the years 2022-2023, and
the Group had no other financial liabilities at fair value through profit or loss at
the end of financial years 2022-2023.
Financial liabilities at amortized cost
Financial liabilities are initially recognised at fair value. Transaction costs are
included in the original carrying amount. Subsequently these financial liabilities
are measured at amortized cost using the effective interest rate (EIR) method. A
financial liability is classified as current if Optomed does not have an unconditional
right to defer settlement of the liability for at least 12 months after the end of the
reporting period. In respect of loans and borrowings current financial liabilities
comprise the portion falling due within less than 12 months and repayments in
accordance with the repayment plans.
Financial liabilities may be interest-bearing or non-interest-bearing. The Group’s
all financial liabilities carry interest.
A financial liability (or part of the liability) is not derecognised until the liability
has ceased to exist, that is, when the obligation identified in a contract has been
fulfilled, cancelled or is no longer effective.
Borrowing costs
Optomed capitalises borrowing costs that are directly attributable to creation
of a qualifying asset as an addition to the cost of that asset.
— Borrowing costs are interest and other costs that Optomed incurs in con-
nection with the borrowing of funds.
— A qualifying asset is an asset that necessarily takes a substantial period of
time to get ready for its intended use.
Optomed considers capitalised development costs to be a qualifying asset.
Consequently, the Group recognises those borrowing costs incurred from the
government loans (from Business Finland), granted for development activities,
as an addition to the carrying amount of the development cost. The capitali-
sed borrowing costs are recorded as a deduction to interest expenses. Other
borrowing costs are expensed in the period in which Optomed incurs them.
Optomed ceases capitalising borrowing costs when the development project
is substantially complete.
For cash flow statement purposes Optomed classifies cash flows related to
capitalised borrowing costs as operating activities.
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19.2 Financial liabilities measured at amortized cost
| In thousands of euro | 2023 | 2022 |
| Non-current financial liabilities | ||
| Borrowings from financial institutions | 1,651 | 3,380 |
| Government loans | 713 | 906 |
| Lease liabilities | 991 | 1,058 |
| Total | 3,355 | 5,344 |
| Current financial liabilities | ||
| Borrowings from financial institutions | 794 | 794 |
| Government loans | 193 | 193 |
| Lease liabilities | 516 | 412 |
| Trade payables | 782 | 869 |
| Total | 2,285 | 2,268 |
| Total financial liabilities | 5,640 | 7,612 |
During the financial year 2023 Company paid Nordea term loan of EUR 1,000
thousand. The company mortgages related to the borrowings from financial
institutions are disclosed in Note 22. Contingent assets, contingent liabilities
and commitments.
19.3 Changes in financial liabilities
During the financial year 2023 the Group paid its Nordea Loan.
19.4 Financial covenant
Optomed’s borrowings from financial institutions contain a financial covenant
(equity ratio) and Optomed also has to meet certain key operative targets. The
related liabilities amounted to EUR 2,444 thousand (at December 31, 2023) and
EUR 4,172 thousand (at December 31, 2022). The borrowings will be repaid in
accordance with the repayment schedule.
Optomed has to comply with the financial covenant terms specified in the loan
agreement terms at the financial year-end. Equity ratio is calculated using the
agreed formula. The table below summarises the Group’s financial covenant term
and compliance over the financial years 2022-2023. Covenant accounting purposes
equity ratio is calculated, based on the related terms of the borrowings.
| Covenant | Actual | ||
| term | ratio | Applicable level | |
| OP loan | |||
| Equity ratio | |||
| At December 31, 2023 | 35% | 83.1% | Optomed Group |
| At December 31, 2022 | 35% | 76.7% | Optomed Group |
OP loan equity ratio calculation formula: Adjusted equity/Balance sheet total-
received advances-Goodwill
Optomed was in compliance with the covenant as at December 31, 2023 and as
at December 31, 2022.
19.5 Government loans - borrowings costs
Optomed has capitalised borrowing costs incurred from the government loans
granted for development activities in the balance sheet under Development
costs. Details are disclosed in Note 9.3 Borrowing costs - government loans.
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19.6 Fair values - financial liabilities measured
at amortized cost
Optomed considers that the carrying amounts of the financial liabilities measu-
red at amortized cost substantially equal to their fair values. This estimate
corresponds to the fair value hierachy Level 3, as the measurement of the said
liabilities is based on Optomed management view. The fair value hierarchy is
presented in Note 1.2.3 Fair value measurement.
20. Other payables
| In thousands of euro | 2023 | 2022 |
| Accrued expenses and prepaid income | 1,962 | 1,939 |
| Other | 805 | 1,019 |
| Total | 2,767 | 2,958 |
21. Financial risk management
21.1 Principles of financial risk management
Optomed’s financial risks consist of liquidity risk, interest rate risk, foreign exchan-
ge transaction risk, foreign exchange translation risk and counterparty credit
risk. The Group manages centrally loan negotiations for the parent company
and the subsidiaries, for example, and projects the financing requirements for
the next 12 months on a rolling basis, in order to ensure long-term liquidity.
The Group also handles negotiations in respect of letters of credit on a
centralised basis.
The objective is to ensure that the Group has liquidity for outgoing commitments
at all times and that the financing portfolio is well diversified. The financing port-
folio should also be flexible in case of changes in Optomed’s business operations.
The Board of Directors of the parent company has the following responsibilities:
—
reviewing and approving the Group’s risk management policy and the Group’s
strategy concerning external financing and financial risk management on
an annual basis.
— evaluating and approving new financial instruments and arrangements.
—
delegating the authority to undertake financial risk management and finan-
cing activities to the CEO and CFO.
— reviewing the Group’s risk exposures on a monthly basis, and
— reviewing any policy breaches.
Currently letters of credit, as well as non-current loans and borrowings from
financial institutions are the only approved financial instruments.
Subsidiaries should maximise their long-term performance by optimising their
working capital structure. Basic financial management operations are delegated
to the subsidiaries, such as payment transactions and debt collection.
21.2 Foreign exchange transaction risk and foreign
exchange translation risk
Due to its international operations, Optomed is exposed to transaction risks
arising from foreign currency positions and risks from investments denominated
in foreign currencies translated into the functional currency of the parent company.
The Group’s foreign exchange translation risk is defined as the negative effect of
movements in exchange rates on the value of a foreign subsidiary’s assets when
those values are translated into the reporting currency of the parent company.
The Group has subsidiaries in China and USA. So far, the translation diffe-
rence has not been a significant item, and thus the Group has not hedged this
risk by using currency derivative instruments.
Optomed’s trade receivables and trade payables may be denominated in fo-
reign currencies and thus prone to foreign exchange transaction risk. Foreign
exchange transaction risk may also arise from tangible assets subject to price
changes due to volatility in exchange rates.
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The Group has foreign currency positions denominated in Chinese Renminbi
(CNY) and US Dollar (USD). Transaction is managed by actively monitoring cur-
rency positions, i.e. absolute amounts. Should the absolute amounts for currency
positions increase significantly, Optomed may consider using currency derivative
instruments for hedging purposes, where necessary.
21.2.1 Currency risk exposure
| In thousands of euro | USD | CNY |
| At December 31, 2023 | ||
| Gross trade receivables | 334 | 1,534 |
| Trade payables | 211 | 0 |
| Total | 544 | 1,534 |
| At December 31, 2022 | ||
| Gross trade receivables | 635 | 1,962 |
| Trade payables | 245 | 0 |
| Total | 880 | 1,962 |
21.2.2 Sensitivity analysis on exchange rate movements
Income statement
| In thousands of euro | strenghtening | weakening |
| At December 31, 2023 | ||
| Gross trade receivables | ||
| +/- 10 % change in USD | 33 | -33 |
| +/- 10 % change in CNY | 153 | -153 |
| Trade payables | ||
| +/- 10 % change in USD | -21 | 21 |
| +/- 10 % change in CNY | 0 | 0 |
| Total net effect | 166 | -166 |
| In thousands of euro | strenghtening | weakening |
| At December 31, 2022 | ||
| Gross trade receivables | ||
| +/- 10 % change in USD | 64 | -64 |
| +/- 10 % change in CNY | 196 | -196 |
| Trade payables | ||
| +/- 10 % change in USD | -24 | 24 |
| +/- 10 % change in CNY | 0 | 0 |
| Total net effect | 235 | -235 |
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21.2.3 Average rates and closing rates for financial
years used in consolidated financial statements
| Average rate | Closing rate | Average rate | Closing rate | |
| 2023 | 2023 | 2022 | 2022 | |
| EUR/USD | 0.94 | 0.91 | 0.95 | 0.94 |
| EUR/CNY | 0.13 | 0.13 | 0.14 | 0.14 |
21.3 Interest rate risk
Optomed’s interest rate risk is primarily derived from outstanding floating-rate
borrowings from financial institutions. Interest rate risk is not significant. The
Group’s revenues and operational cash flows are to a large extent independent
of fluctuations in interest rates.
Optomed’s loans and borrowings carry variable interest. The Group had inte-
rest-bearing financial liabilities totaling EUR 3,351 thousand (at December 31,
2023) and EUR 5,270 thousand (at December 31, 2022). Those liabilities are linked
to Euribor rates (0 to 12 months). The weighted average interest rate was 3.2%
(2023) and 1.6% (2022).
Optomed manages interest rate risk by projecting its outstanding net debt for
the next 12 months on a rolling basis. In addition, the Group uses likely interest
rate scenarios to identify the effect interest rate risk could have on Optomed’s
result and key figures. As the interest rate risk is not significant for the Group,
Optomed has not used derivative instruments to hedge financial liabilities against
changes in market interest rates.
The following interest rate sensitivity analysis presents how Optomed’s interest
expenses on borrowings from financial institutions would change following a
change of 1 percentage point (100 basis points) in reference interest rates. In
respect of the government loans a change of 3 percentage points was applied
since only a change of at least 3 percentage points would increase the Group’s
interest expenses, based on the loan terms. The effect of decrease in interest
expenses of 3 (three) percentange points – is excluded from the sensitivity
analysis, as the reference rate cannot be negative.
21.3.1 Cash flow sensitity due to interest rates
Income Statement
| In thousands of euro | 100 bps change | 300 bps increase |
| At December 31, 2023 | ||
| Borrowings from financial institutions | +14,-14 | |
| Government loans | 35 | |
| At December 31, 2022 | ||
| Borrowings from financial institutions | +39,-40 | |
| Government loans | 40 |
21.4. Credit risk and counterparty risk
Credit and counterparty risk arise from a counterparty not being able to fulfil
its contractual requirements, and thus resulting in a loss to the creditor. Trade
receivables are the main driver of credit and counterparty credit risk.
Counterparty risk results from receivables from companies with which the
Group provides credit.
Optomed considers it has heightened risk regarding Chinese customer’s trade
receivables. The customer missed several payments during H2 and, conse-
quently, the specific loss allowance weighted average loss rate was increased
from 30% to 50% in Q3. The payment schedule negotiations continue with the
said customer. The total amount of the receivable in the balance sheet is now
EUR 767 thousand.
Optomed manages counterparty credit risk by using credit limits approved by
the Board of Directors and only dealing with authorized counterparties when it
comes to financing activities such as letters of credit.
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Optomed has policies in place to ensure that products are sold and services
provided only to those clients with appropriate credit history. Client credit data
is reviewed prior to the signing of the agreement. Receivable collection and fol-
low-up are performed actively. The Group also manages counterparty credit risk
with advance payments and letters of credit. The maximum exposure to credit
risk at the end of the financial year is the carrying amount of financial assets.
The following tables disclose credit exposure per geographical area, aging
analysis for trade receivables and related expected credit losses (ECL). The loss
allowance has been recorded in accordance with the tables presented below.
21.4.1 Credit exposure per geographical area
| In thousands of euro | 2023 | 2022 |
| Gross trade receivables from companies | ||
| Finland | 1,129 | 1,190 |
| China | 1,547 | 1,962 |
| Other | 716 | 684 |
| Total | 3,392 | 3,836 |
Carrying amount
21.4.2 Exposure to credit risk and loss allowance
| In thousands of euro | Gross carrying | Weighted av. | Loss |
| amount | loss rate % | allowance | |
| At December 31, 2023 | |||
| Current (not past due) | 1,516 | 0.5% | 8 |
| Past due | |||
| 1-30 days | 51 | 1.5% | 1 |
| 31-60 days | 6 | 4% | 0 |
| 61-90 days | 10 | 9% | 1 |
| More than 90 | 277 | 12% | 33 |
| days past due | |||
| Specific loss allowance | 1,534 | 50% | 767 |
| Total | 3,392 | 809 |
The year 2023 include a specific credit risk accrual of EUR 767 thousand which consist of overdue
trade receivable from a Chinese customer.
| At December 31, 2022 | |||
| Current (not past due) | 1,664 | 0.5% | 8 |
| Past due | |||
| 1-30 days | 161 | 1.5% | 2 |
| 31-60 days | 7 | 4% | 0 |
| 61-90 days | 29 | 9% | 3 |
| More than 90 | 12 | 12% | 1 |
| days past due | |||
| Specific loss allowance | 1,962 | 30% | 589 |
| Total | 3,836 | 604 |
The year 2022 include a specific credit risk accrual of EUR 589 thousand which consist of over-
due trade receivable from a Chinese customer.
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21.4.3 Reconciliation of loss allowance
| In thousands of euro | 2023 | 2022 |
| Balance at January 1 | 604 | 727 |
| Net remeasurement of loss allowance | 206 | -123 |
| Balance at December 31 | 809 | 604 |
Changes in expected credit losses and realised credit losses are recognised
in the income statement under Other operating expenses. Company had no
realized credit losses in 2022-2023.
21.4.4 Recourse factoring (insured receivables)
| In thousands of euro | 2023 | 2022 |
| Carrying amount at December 31 | ||
| Trade receivables, recourse factoring | 0 | 324 |
| Total | 0 | 324 |
During the 2023 the company ended its recourse factoring agreement.
21.5 Liquidity risk
Liquidity risk is incurred from a potential mismatch between Optomed’s liquid
assets and financing requirements. The company adheres to careful liquidity risk
management and aims to ensure sufficient liquidity even in difficult circumstances.
The Group manages liquidity risk by ensuring that non-current liabilities have
different maturities and by limiting individual receivables. Optomed also aims
at ensuring liquidity through credit instruments. The liquidity of the company
is monitored and forecasted over a 12-month period and, if necessary, short-
term liquidity is monitored. Liquidity is followed up on a rolling basis and any
changes are addressed promptly.
The liquidity reserve comprises highly liquid assets that can be used without
delay to cover financial obligations at all times. Optomed aims at ensuring that it
always has the amount of liquid funds available to fund operations. The liquidity
reserve includes the following components: cash and cash equivalents, liquid
investments and credit limits.
The table below analyses financial liabilities based on their contractual maturities.
The amounts disclosed are undiscounted, comprising both interest payments
and repayments of capital.
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21.5.1 Contractual maturities of financial liabilities
| In thousands of euro | Total | 0-3 months | 3-12 months | 2-3 years | 4-5 years | Over 5 years |
| At December 31, 2023 | ||||||
| Borrowings from financial institutions | 2,444 | 199 | 596 | 1,631 | 19 | |
| Government loans | 906 | 32 | 161 | 342 | 210 | 161 |
| Lease liabilities | 1,559 | 129 | 387 | 1,043 | ||
| Trade payables | 782 | 782 | ||||
| Total | 5,691 | 1,142 | 1,143 | 3,016 | 229 | 161 |
| In thousands of euro | Total | 0-3 months | 3-12 months | 2-3 years | 4-5 years | Over 5 years |
| At December 31, 2022 | ||||||
| Borrowings from financial institutions | 4,172 | 199 | 596 | 1,794 | 1,583 | |
| Government loans | 1,098 | 32 | 161 | 385 | 263 | 257 |
| Lease liabilities | 1,470 | 121 | 363 | 986 | ||
| Trade payables | 869 | 869 | ||||
| Total | 7,609 | 1,220 | 1,119 | 3,165 | 1,847 | 257 |
If the covenants are breached, the financial institutions has the right to imme-
diately terminate the contracts or require repayment and/or alternatively the
right to increase the marginal for the borrowings and obligations by 2 percentage
points. The covenant agreement is in force as long as Optomed Plc has unpaid
debt, obligations or other commitments. For more details about covenant terms
refer to 19.4.Financial covenant.
In 2023 Optomed paid its Nordea loan. For more details see note 19.3 Changes
in financial liabilities.
The lender has no right to demand for repayment, except in the event of a
breach of the covenant (refer to Note 19.4 Financial covenant). The borrowings
can be renegotiated.
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22. Contingent liabilities, contingent
assets and commitments
22.1 Accounting policy
A contingent liability arises when:
—
there is a possible obligation that arises from past events and whose existence
will be confirmed by a future event that is outside the control of Optomed
— there is a present obligation that arises from past events, but probably will
not require an outflow of resources, or
— Optomed cannot make a sufficiently reliable estimate of the amount of a
present obligation.
— Contingent liabilities are not recognised, but require disclosure unless the
possibility of outflow is remote.
A contingent asset arises when:
— the inflow of economic benefits to Optomed is probable, but not virtually
certain, and
— occurrence depends on an event outside the control of Optomed.
Contingent assets require disclosure only. If the realisation of income is virtually
certain, the income item is recognised.
22.2 Collaterals
| In thousands of euro | 2023 | 2022 |
| Liabilities secured under company | ||
| mortgages given by Optomed1 | ||
| Borrowings from financial institutions, current | 987 | 987 |
| Borrowings from financial institutions, non-current | 2,364 | 4,286 |
| Total | 3,351 | 5,273 |
| Collaterals given by collateral type | ||
| Borrowings from financial institutions, | 8,700 | 8,700 |
| company mortgages given | ||
| Other collaterals given | 800 | 1,000 |
| Total | 9,500 | 9,700 |
1 Nominal values of the borrowings, which differ from the amounts recognised in the consolidated
balance sheet, measured at amortised cost.
22.3 Guarantees
2023: Delivery guarantee, USD 800 thousand.
2022: Delivery guarantee, USD 1,000 thousand.
22.4 Legal proceedings and disputes
Optomed was not involved in any legal proceedings nor had any disputes during
the financial years 2022-2023.
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22.5 Contingencies attaching to government grants
Non-compliance with the conditions attached to the EU Horizon 2020 funding
programme may result in, for example, the rejection of ineligible costs or reduc-
tion of the grant.
23. Related party disclosures
23.1 Accounting policy
The parent company Optomed Plc’s related parties include the following:
— its subsidiaries
— key management personnel, comprising the members of the Board of Di-
rectors, CEO and the Group Management
—
Team member, entities, over which the above-mentioned persons have
control, joint control or significant influence
— close family members of the above-mentioned persons
The related party transactions disclosed consist of transactions carried out with
related parties that are not eliminated in the consolidated financial statements.
23.2 Key management personnel compensation
The amounts disclosed in the tables below represent the expenses recognised
in those financial years. Salary amounts include any fringe benefits. The CEO and
the Group Management Team members are entitled to the statutory pension,
and the retirement age is determined by the Finnish statutory pension system.
| In thousands of euro | 2023 | 2022 |
| CEO Seppo Kopsala (until 9/2023) | ||
| Salaries and other short-term employee benefits | -98 | -137 |
| Pension benefits (defined contribution plans) | -20 | -30 |
| Paid resignation fee 10-12/2023 | -38 | 0 |
| Total | -156 | -166 |
| CEO Juho HImberg (From 10/2023) | ||
| Salaries and other short-term employee benefits | -52 | 0 |
| Pension benefits (defined contribution plans) | -12 | 0 |
| Total | -63 | 0 |
| In thousands of euro | 2023 | 2022 |
| Group Management Team | ||
| Salaries and other short-term employee benefits | -377 | -627 |
| Pension benefits (defined contribution plans) | -81 | -143 |
| Share-based payments | -52 | -124 |
| Total | -509 | -894 |
| In thousands of euro | 2023 | 2022 |
| Key management personnel | ||
| Salaries and other short-term employee benefits | -527 | -764 |
| Pension benefits (defined contribution plans) | -113 | -172 |
| Paid resignation fee 10-12/2023 | -38 | 0 |
| Share-based payments | -52 | -124 |
| Total | -729 | -1,060 |
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23.3 Transactions with other related parties and
outstanding balances
Revenues and trade receivables relate to the major shareholders of Optomed
Plc considered to be related parties to the parent company.
| In thousands of euro | Revenues | Trade | Other |
| receivables | expenses | ||
| 2023 | 0 | 0 | -78 |
| 2022 | 0 | 0 | -80 |
Other expenses consist of expenses consulting fees paid to the Chairman of
the Board of Directors.
23.4 Group structure
At December 31, 2023 the Group comprised the following companies:
| Subsidiary | Domicile | Ownership |
| interest, % | ||
| Optomed Software Oy | Finland | 100 |
| Optomed Hong Kong Ltd. | Hong Kong | 100 |
| Optomed China Ltd | China | 100 |
| Optomed USA Inc | USA | 100 |
Shanghai Optomed Medical Technology Ltd was closed in January 2023.
24. Events after the end of the
reporting period
No material events after the reporting period.
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Profit and loss account
| 1 Jan - 31 Dec 2023 | 1 Jan - 31 Dec 2022 | |||
| NET TURNOVER | 4,184,753.55 | 5,150,299.16 | ||
| Other operating income | 89,491.78 | 971,610.36 | ||
| Materials and supplies | ||||
| Raw materials and consumables | ||||
| Purchases during the financial year | -1,875,038.74 | -2,435,577.19 | ||
| Change in stocks | -64,508.39 | -1,939,547.13 | -222,929.35 | -2,658,506.54 |
| Personnel expenses | ||||
| Wages and salaries | -2,438,658.25 | -2,838,275.46 | ||
| Social security expenses | -408,401.97 | -567,531.25 | ||
| Pension expenses | -80,999.33 | -2,928,059.55 | -95,724.24 | -3,501,530.95 |
| Other social security expenses | ||||
| Depreciation, amortization and impairment | ||||
| Depreciation and amortization according to plan | -1,129,199.37 | -1,162,464.99 | ||
| Impairment of non-current assets | -20,608,52 | -1,149,807.89 | -1,040,052.71 | -2,202,517.70 |
| Other operating expenses | -2,098,608.50 | -2,127,344.66 | ||
| OPERATING PROFIT (LOSS) | -3,841,777.74 | -4,367,990.33 | ||
| Financial income and expenses | ||||
| From group undertakings | 3,694.87 | 42,155.21 | ||
| From others | 97,243.52 | 3,773.84 |
Interest expense and other financial expenses
Parent Company’s Financial Statements
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93
1 Jan - 31 Dec 2023 1 Jan - 31 Dec 2022
Impairment of securities held as current assets (–) -9,582.03
To group undertakings (–) -21,088.98 -21,505.63
To others (–) -638,031.80 -558,182.39 -981,756.77 -966,915.38
PROFIT (LOSS) BEFORE APPROPRIATIONS
AND TAXES
-4,399,960.13 -5.334.905.71
Appropriatons
Group contribution 1,816,137.90 1,816,137.90 1,787,265.38 1,787,265.38
PROFIT (LOSS) FOR THE FINANCIAL YEAR -2,583,822.23 -3,547,640.33
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31 Dec 2023 31 Dec 2022
Assets
NON-CURRENT ASSETS
Intangible assets
Development expenditure 6,009,727.49 5,315,096.65
Intangible rights 383,977.45 378,666.83
Other capitalised long-term expenditure 300.00 6,394,004.94 40,555.30 5,734,318.78
Tangible assets
Machinery and equipment 761,815.57 855,530.39
Other tangible assets 950.00 762,765.57 950 856,480.39
Advance payments and construction in process 813.08 813.08 9,993.16 9,993.16
Investments
Holdings in group undertakings 9,266,906.46 9,266,906.46
Receivables from group undertakings 1,064,760.89 10,331,667.35 1,083,006.89 10,349,913.35
TOTAL NON-CURRENT ASSETS 17,489,250.94 16,950,705.68
CURRENT ASSETS
Stocks
Raw materials and consumables 1,590,909.24 1,591,574.37
Finished products / goods for resale 787,453.58 2,378,362.82 829,337.46 2,420,911.83
Long-term receivables
Amounts owed by group undertakings 2,117,963.81 2,117,963.81 1,265,704.11 1,265,704.11
Short-term receivables
Trade debtors 1,644,701.31 2,044,663.59
Amounts owed by group undertakings 7,629,653.16 7,074,826.90
Balance sheet
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Capital, reserves and liabilities
CAPITAL AND RESERVES
Share capital 80,000.00 80,000.00
Share premium account 503,699.60 503,699.60
Reserve for invested free own capital 55,849,637.77 51,492,364.99
Retained earnings (Cumulative loss) -22,318,920.04 -18,771,279.71
Profit (loss) for the financial year -2,583,822.23 -3,547,640.33
TOTAL CAPITAL AND RESERVES 31,530,595.10 29,757,144.55
LIABILITIES
Non-current
Loans from credit institutions 2,362,770.54 4,283,472.54
Amounts owed to group undertakings 1,040,000.00 3,402,770.54 1,040,000.00 5,323,472.54
Current
Loans from credit institutions 986,892.00 986,892.00
Advances received 65,254.21 167,924.74
Trade creditors 397,398.83 481,657.27
Amounts owed to group undertakings 43,786.29 21,805.07
Other liabilities 74,643.07 74,633.35
31 Dec 2023 31 Dec 2022
Other receivables 60,175.65 158,019.94
Prepayments and accrued income 237,360.06 9,571,890.18 479,388.84 9,756,899.27
Cash at bank and in hand 5,640,798.73 7,205,755.63
TOTAL CURRENT ASSETS 19,709,015.54 20,649,270.84
Total assets 37,198,266.48 37,599,976.52
Balance sheet
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31 Dec 2023 31 Dec 2022
Accurals and deferred income 696,926.44 2,264,900.84 786,447.00 2,519,359.43
TOTAL LIABILITIES 5,667,671.38 7,842,831.97
Total capital, reserves and liablities 37,198,266.48 37,599,976.52
Balance Sheet
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97
Cash flow stament
1 Jan 2023–31 Dec 2023 1 Jan 2022-31 Dec 2022
Cash flow from operating activities:
Profit(loss) (+/–) -2,583,822.23 -3,547,640.33
Adjustments to operating profit (+/–) for:
Depreciation, amortization and impairment losses 1,149,807.89 2,202,517.70
Unrealised foreign exchange gains and losses 50,239.38 49,471.39
Financial income and expenses 648,216.38 113,016.97
Other adjustments, share benefit - members of the board 47,609.38 18,925.22
Cash flow before working capital changes -687,949.20 -1,163,709.05
Working capital changes:
Increase/decrease in trade an other short-term interest-free receivables 239,650.52 -1,796,731.79
Increase/decrease in stocks 42,549.01 82,795.82
Increase/decrease in short-term interest-free liabilities -268,388.36 -52,775.91
Operating cash flow before financing items and taxes -674,138.03 -2,930,420.93
Interest and other financial expenses paid relating to operating activities (–) -666,279.99 -934,347.20
Cash flow from operating activities: -1,340,418.02 -3,864,768.13
Cash flow from investing activities:
Purchase of tangible and intangible items (–) -1,706,599.15 -2,142,837.24
Purchase of investments (–) -906,901.13 -822,580.33
Cash flow from investing activities -2,613,500.28 -2,965,417.57
Cash flow from financing activities
Proceeds from issuance of share capital 4,309,663.40 9,033,817.33
Repayment of short-term borrowings (–) 0.00 -366,550.24
Proceeds from long-term borrowings 0.00 550,000.00
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Cash flow statement
1 Jan 2023–31 Dec 2023 1 Jan 2022-31 Dec 2022
Repayment of long-term borrowings (–) -1,920,702.00 -545,056.74
Cash flow from financing activities 2,388,961.40 8,672,210.35
Net increase (+)/ decrease (–) in cash and cash equivalents -1,564,956.90 1,842,024.65
Cash and cash equivalents at beginning of period 7,205,755.63 5,363,730.98
Cash and cash equivalents at end of period 5,640,798.73 7,205,755.63
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Accounting policies
Optomed Oyj financial statements have been prepared in accordance with the
Finnish Accounting Act (FAS)
Valuation principles and methods
Valuation principles and methods of non-current assets
Tangible and intangible assets are recognised in the balance sheet at cost less
depreciation according to plan. Cost includes variable expenditure relating to
the acquisition and production of the assets. Grants received are deducted from
the cost. Depreciation according to plan is calculated using the straight-line
method based on the useful life of the assets. Depreciation is started at the
month when the asset is taken into use.
The depreciation periods are as follows: Intangible assets 5-10 years
Machinery and equipment 3–6 years
The cost of tangible and intangible assets whose probable useful life is less than
3 years or whose value is low (less than 1,200.00 €) is recognised as an expense
as incurred expense.
Valuation of stocks
Stocks are recognised by using the FIFO method at cost, reacquisition cost, or
probable selling price, whichever lower. Cost includes, in addition to variable
costs, an appropriate portion of fixed costs attributable to the purchase and
production or construction of the asset.
Measurement of financial instruments
Financial instruments are measured at the lower of cost or probable value.
Recognition of development costs and long-term expenditure
Company has capitalized R&D costs relating to new product development accor-
ding to Finnish Accounting Act (KPL 5:8§). Capitalized costs include personnel
and other costs that directly relate to developing the product to its intended use.
Capitalized R&D costs are depreciated during their estimated useful life that is
10 year straight line depreciation.
Change in the presentation of the profit and loss account or
balance sheet
Increase or decrease in stocks is partly included in the purchases during financial
year. This accounting princible has no material effect to the assessment of the
company’s performance and financial position.
Preparation of the cash flow statement
The cash flow statement was drawn up in accordance with the Accounting
Board’s general guideline (30 Jan 2007). Cash flow from operating activities is
indicated on indirect method.
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1 Jan 2023–31 Dec 2023 1 Jan 2022–31 Dec 2022
Net turnover
Net turnover by geographical markets
Finland 39,898.38 4,329.19
EU 1,471,935.09 956,822.53
Outside the EU 2,672,920.08 4,189,147.44
4,184,753.55 5,150,299.16
Other operating income
Contributions received -1,636.73 853,966.03
Management fee from group companies 91,080.13 116,165.25
Other income 48.38 1,479.08
89,491.78 971,610.36
The company’s received contributions includes a waived loan from
Business Finland of EUR 841 thousand in 2022.
Materials and services
Materials and supplies
Purchases during the financial year -1,875,038.74 -2,435,577.19
Variation in stocks -64,508.39 -222,929.35
-1,939,547.13 -2,658,506.54
The inventory change includes a 68 (211 in 2022) thousand euro
inventory write-down provision.
Notes relating to personnel
Average number of personnel during the financial year 48 55
48 55
Notes to the profit and loss account
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1 Jan 2023–31 Dec 2023 1 Jan 2022–31 Dec 2022
Wages, salaries and pension expenses
Wages and salaries -2,438,658.25 -2,838,275.46
Pension expenses -408,401.97 -567,531.25
Other staff expenses -80,999.33 -95,724.24
-2,928,059.55 -3,501,530.95
Wages, salaries and other remuneration of directors and management
CEO and Board members compensation -307,648.00 -261,077.00
Depreciation, amortization and impairment
Depreciation according to plan -1,129,199.47 -1,162,464.99
Impairment of tangible and intangible assets -20,608.52 -1,040,052.71
-1,149,807.89 -2,202,517.70
Notes to the profit and loss account
Other operating expenses
Administrative expenses -511,188.08 -543,753.30
Marketing expenses -108,984.79 -141,937.18
Travelling expenses -206,460.35 -179,577.73
Representation expenses -7,581.86 -8,888.17
Other operating expenses -1,264,393.42 -1,253,188.28
-2,098,608.50 -2,127,344.66
Auditor's fees
Audit of financial statements -135,021.05 -128,181.20
Other fees 0.00 -6,600.00
-135,021.05 -134,781.20
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1 Jan 2023–31 Dec 2023 1 Jan 2022–31 Dec 2022
Other interest income
From group undertakings 3,694.87 42,155.21
From others 97,243.52 3,773.84
Total financial income 100,938.39 45,929.05
Interest and financial expenses
Realized loss in value, investments 0.00 -9,582.03
From group undertakings -21,088.98 -21,505.63
From others -638,031.80 -981,756.77
Total financial expenses -659,120.78 -1,012,844.43
Total financial income and expenses -558,182.39 -966,915.38
Notes to the profit and loss account
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Notes to assets
Amortization period for capitalised development
expenditure
Development costs: Development is the application of research findings or
other knowledge to a plan or design for the production of new or substantially
improved materials, devices, products, processes, systems or services before
the start of commercial production or use. Optomed capitalises such costs when
all the following criteria are met:
—
Optomed can demonstrate the technical feasibility of completing the in-
tangible asset so that it
will be available for use or sale.
— Optomed intends to complete the intangible asset and use or sell it.
— Optomed is able to use or sell the intangible asset.
—
Optomed is able to demonstrate how the intangible asset will generate
probable future economic benefits.
— The Group has adequate technical, financial and other resources available
to complete the development and to use or sell the intangible asset
—
Optomed is able to measure reliably the expenditure attributable to the
intangible asset during its development.
Capitalised development costs comprise all directly attributable costs (mainly
labour) necessary to prepare the asset to be capable of operating in the manner
intended. Optomed has also:
—
capitalised borrowing costs arisen from government loans granted for
development purposes, and
— deducted an applicable amount of major government grants received for
development activities from the carrying amount.
Development expenditure that was initially expensed is not capitalised at a later
date. The estimated useful life for development costs is 10 years.
Amortization period for capitalised intangible rights
and other long-term expenditure
An intangible asset is recognised only if it is probable that the expected future
economic benefits that are attributable to the asset will flow to Optomed, and
the cost of the asset can be
measured reliably. All other expenditure is expensed as incurred. Depreciation
times and methods of other intangible assets are:
License fees and computer software 5 year straight-line
Patents 10 year straight-line
Trademarks
10 year straight-line
Stocks 31 Dec 2023 31 Dec 2022
Raw materials and consumables 1,590,909.24 1,591,574.37
Finished products /
goods for resale
787,453.58 829,337.46
2,378,362.82 2,420,911.83
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Intangible assets
Development
expenditure
Intangible
rights
Other longterm
expenditure
Total
Acquisition cost at 1 Jan,2023 10,926,692.21 646,154.27 229,641.63 11,802,488.11
Additions 1,482,683.75 92,324.64 0.00 1,575,008.39
Disposals 0.00 -20,608.52 0.00 -20,608.52
Acquisition cost at 31 Dec 2023 12,409,375.96 717,870.39 229,641.63 13,356,887.98
Accumulated amortization and reduction in value at 1 Jan 2023 5,611,595.56 267,487.44 189,086.33 6,068,169.33
Amortization for the financial year 788,052.91 66,405.50 40,255.30 894,713.71
Accumulated amortization and reduction in value at 31 Dec 2023 6,399,648.47 354,501.46 229,341.63 6,962,883.04
Book value at 31 Dec 2023 6,009,727.49 383,977.45 300.00 6,394,004.94
Book value at 31 Dec 2022 5,315,096.65 378,666.83 40,555.30 5,734,318.78
Tangible assets Machinery and equipment Total
Acquisition cost at 1 Jan 2023 2,288,632.79 2,288,632.79
Additions 140,770.85 140,770.85
Acquisition cost at 31 Dec 2023 2,429,403.64 2,429,403.64
Accumulated amortization and reduction in value at 1 Jan 2023 1,433,102.41 1,433,102.41
Amortization for the financial year 234,485.66 234,485.66
Accumulated amortization and reduction in value at 31 Dec 2023 1,667,588.07 1,667,588.07
Book value 31 Dec 2023 761,815.57 761,815.57
Book value 31 Dec 2022 855,530.38 855,530.38
Book value of machinery and equipment used for production at 31 Dec 2023 684,731.14
Book value of machinery and equipment used for production at 31 Dec 2022 751,478.55
Non-current assets
81
105
Investments Shares in group companies Receivables from group companies Total
Acquisition cost at 1 Jan 2023 9,266,906.46 1,083,006.89 10,349,913.35
Additions 0.00 -18,246.00 -18,246.00
Acquisition cost at 31 Dec 2023 9,266,906.46 1,064,760.89 10,331,667.35
Book value 31 Dec 2023 9,266,906.46 1,064,760.89 10,331,667.35
Book value 31 Dec 2022 9,266,906.46 1,083,006.89 10,349,913.35
Holdings in other undertakings
Shanghai Optomed Medical Technology Ltd, China was closed on January 2023.
Group undertakings Ownership %
Optomed Software Oy, Espoo 100
Optomed Hong Kong Limited, China 100
Optomed China Ltd, China 100
Optomed USA Inc 100
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Analysis of receivables
Long-term receivables 31 Dec 2023 31 Dec 2022
From group undertakings
Loans receivable 1,064,760.89 1,083,006.89
Other receivables 2,117,963.81 1,265,704.11
Total 3,182,724.70 2,348,711.00
Total long-term receivables 3,182,724.70 2,348,711.00
Short-term receivables
From group undertakings
Trade debtors 5,756,893.83 6,044,985.01
Other receivables 1,872,759.33 1,029,841.89
Total 7,629,653.16 7,074,826.90
From others
Trade debtors 1,644,701.31 2,044,663.59
Other receivables 60,175.65 158,019.94
Prepayments and accrued income 237,360.06 479,388.84
Total 1,942,237.02 2,682,072.37
Total short-term receivables 9,571,890.18 9,756,899.27
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107
Restricted equity 31 Dec 2023 31 Dec 2022
Subscribed capital at 1 January 80,000.00 80,000.00
Subscribed capital at 31 December 80,000.00 80,000.00
Share premium account at 1 January 503,699.60 503,699.60
Share premium account at 31 December 503,699.60 503,699.60
Total restricted equity 583,699.60 583,699.60
Unrestricted equity
Reserve for invested unrestricted equity at 1 January 51,492,364.99 42,439,622.44
Share issue 4,357,272.78 9,052,742.55
Reserve for invested unrestricted equity at 31 December 55,849,637.77 51,492,364.99
Retained earnings from previous financial years at 1 January -22,318,920.04 -18,771,279.71
Retained earnings from previous financial years 31 December -22,318,920.04 -18,771,279.71
Profit for the financial year -2,583,822.23 -3,547,640.33
Total unrestricted equity 30,946,895.50 29,173,444.95
Total capital and reserves 31,530,595.10 29,757,144.55
Capital and reserves
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108
Optomeds share treasury
Optomed has conveyed 15,093 treasury shares to the members of the Board of
Directors as a part of the Board members’ annual remuneration in accordance
with the decision of the Annual General Meeting 2023 and the weighted average
price of share from July 28 to August 3, 2023
In addition total of 5,500 of shares have been subscribed for under the Compa-
ny’s stock option plans 2018C and 2020A Optomed has used treasury shares
for the share subscriptions. The total amount of treasury shares was 353,973
shares in the end of the financial year.
31 Dec 2023 31 Dec 2022
Distributable equity
Calculation regarding distributable equity
Profit from previous financial years -22,318,920.04 -18,771,279.71
Profit of the financial year -2,583,822.23 -3,547,640.33
Reserve for invested unrestricted equity 55,849,637.77 51,492,364.99
Capitalised development expenditure -6,009,727.49 -5,315,096.65
24,937,168.01 23,858,348.30
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109
Liabilities
Appropriations 31 Dec 2023 31 Dec 2022
Non-current liabilities
Loans from financial institutions 2,362,770.54 4,283,472.54
Other non-current liabilities 1,040,000.00 1,040,000.00
3,402,770.54 5,323,472.54
Liabilities falling due later than in five years
Loans from financial institutions 160,932.00 257,335.00
160,932.00 257,335.00
Current liabilities
Other liabilities 43,786.29 21,805.07
43,786.29 21,805.07
Amounts owed to others
Loans from financial institutions 986,892.00 986,892.00
Advances received 65,254.21 167,924.74
Trade creditors 397,398.83 481,657.27
Other liabilities 74,643.07 74,633.35
Accruals and deferred income 696,926.44 786,447.00
2,221,114.55 2,497,554.36
Material items included in accruals and deferred income
Wages and salaries including social security costs 596,282.47 667,767.63
Interest 12,995.28 20,154.49
Other 87,648.69 98,524.88
696,926.44 786,447.00
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110
Related party transactions
The following material transctions were carried out with related parties during the financial period:
The transactions between group companies are carried out with regular terms. Parent company has also received a group contribution of 1,816,137.90€. Parent
company has given loan to daughter company, 852,259.70€.
Guarantees and contingent liabilities
Pension obligations
The company’s pension obligations are insured in external pension insurance companies. The pension obligations are fully covered.
31 Dec 2023 31 Dec 2022
Sale of goods, group companies 369,959.02 672,861.42
Other operating income, group companies 91,080.13 116,165.25
Interest income of loans, group companies
3,694.87
42,155.21
Purchases, group companies -207,495.29 -376,638.35
Interests of loans, group companies -21,088.98 -21,505.63
Total 236,149.75 433,037.90
Liabilities in balance sheet secured by enterprise mortgages 31 Dec 2023 31 Dec 2022
Loans from financial institution 2,443,910.54 4,172,000.54
Enterprise mortgages 8,700,000.00 8,700,000.00
Enterprise mortgages, total 8,700,000.00 8,700,000.00
The liability has been guaranteed with 80% share by Osuuspankki
of Oulu and 20% by Finnvera Oyj special guarantee.
87
111
Other off-balance-sheet financial
commitments
Company has off-balance sheet commitment to enterprice resource planning
system licence fees total of 164,175.72 euros.
Company has liabilities for the delivery guarantee of 800,000.00 USD, which is
covered 40% by Oulu Osuuspankki corporate mortgage and 60% by Finnvera’s
special guarantee.
31 Dec 2023 31 Dec 2022
Other commitments
Rental commitments (Inc. VAT)
Payble during the following financial year 140,077.84 251,824.08
Payable in later years 0.00 0.00
Total 140,077.84 251,824.08
Amounts payable based on lease contracts (Inc.VAT)
Payble during the following financial year 3,518.59 1,122.99
Payable in later years 2,333.18 3,368.98
5,851.77 4,491.97
Collateralised loans include covenants. The specific terms relate to the compa-
ny’s solvency and liquidity. Breaching the covenants may increase the cost of
financing or result in termination of the loans. The management of the company
states that the covenants are met and they are being monitored.
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112
Signatures to the Financial Statements and Board of Director’s Report
Espoo, February 14, 2024
Petri Salonen
Chairman of the Board
Anna Tenstam
Board Member
Seppo Mäkinen
Board Member
Catherine Calarco
Board Member
Reijo Tauriainen
Board Member
Juho Himberg
CEO
Heidi Hyry
Authorised Public Accountant, KHT
The Auditor’s Note
A report on the audit performed has been issued today. Oulu , February 15, 2024, KPMG Oy Ab
Ty Lee
Board Member
Auditor’s Report
89
KPMG Oy Ab
Kauppurienkatu 10 B
90100 Oulu
FINLAND
Telephone +358 20 760 3000
www.kpmg.fi
KPMG Oy Ab, a Finnish limited liability company and a member firm of the KPMG network of independent
member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss entity.
Business ID 1805485-9
Domicile Helsinki
This document is an English translation of the Finnish auditor’s report. Only the Finnish version of the report is legally binding.
Auditor’s Report
To the Annual General Meeting of Optomed Oyj
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of Optomed Oyj (Finnish business identity code 1936446-1) for the
year ended 31 December 2023. The financial statements comprise the consolidated balance sheet, income
statement, statement of comprehensive income, statement of changes in equity, statement of cash flows and
notes, including material accounting policy information, as well as the parent company’s balance sheet,
income statement, statement of cash flows and notes.
In our opinion
— the consolidated financial statements give a true and fair view of the group’s financial position, financial
performance and cash flows in accordance with IFRS Accounting Standards as adopted by the EU
— the financial statements give a true and fair view of the parent company’s financial performance and
financial position in accordance with the laws and regulations governing the preparation of financial
statements in Finland and comply with statutory requirements.
Our opinion is consistent with the additional report submitted to the Audit Committee.
Basis for Opinion
We conducted our audit in accordance with good auditing practice in Finland. Our responsibilities under good
auditing practice are further described in the Auditor’s Responsibilities for the Audit of the Financial
Statements section of our report.
We are independent of the parent company and of the group companies in accordance with the ethical
requirements that are applicable in Finland and are relevant to our audit, and we have fulfilled our other ethical
responsibilities in accordance with these requirements.
In our best knowledge and understanding, the non-audit services that we have provided to the parent
company and group companies are in compliance with laws and regulations applicable in Finland regarding
these services, and we have not provided any prohibited non-audit services referred to in Article 5(1) of
regulation (EU) 537/2014. The non-audit services that we have provided have been disclosed in note 7.3 to
the consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Materiality
The scope of our audit was influenced by our application of materiality. The materiality is determined based
on our professional judgement and is used to determine the nature, timing and extent of our audit procedures
and to evaluate the effect of identified misstatements on the financial statements as a whole. The level of
materiality we set is based on our assessment of the magnitude of misstatements that, individually or in
aggregate, could reasonably be expected to have influence on the economic decisions of the users of the
financial statements. We have also taken into account misstatements and/or possible misstatements that in
our opinion are material for qualitative reasons for the users of the financial statements.
Optomed Oyj
Auditor’s Report
15 February 2024
2
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit
of the financial statements of the current period. These matters were addressed in the context of our audit of
the financial statements as a whole and in forming our opinion thereon, and we do not provide a separate
opinion on these matters. The significant risks of material misstatement referred to in the EU Regulation No
537/2014 point (c) of Article 10(2) are included in the description of key audit matters below.
We have also addressed the risk of management override of internal controls. This includes consideration of
whether there was evidence of management bias that represented a risk of material misstatement due to
fraud.
THE KEY AUDIT MATTER
HOW THE MATTER WAS ADDRESSED IN THE
AUDIT
Goodwill (Basis of Preparation for the consolidated financial statements and Note 12.4 to
the Financial Statements)
— The carrying amount of goodwill in the
consolidated financial statements amounted
to EUR 4,256 thousand as at December 31,
2023, accounting for 14,6 % of the total
assets and 21 % of total balance of equity
and reserves.
— Goodwill is tested for impairment by the
management annually or more frequently.
Impairment is recorded in case the carrying
amount exceeds the asset’s recoverable
amount.
— For purposes of impairment testing, the
recoverable amount is determined by
Optomed based on value in use. The
projected cash flows underlying the
estimates made involve an element of
management judgment regarding
profitability of operations, long-term growth
factors and interest rates applicable to the
discounting of cash flows.
— Resulting from management judgment
underlying estimates and the significance of
the book value of goodwill, the valuation of
goodwill is perceived as a key audit matter.
Our audit
measures included, among others:
—
We have assessed the key assumptions
made by the management such as
profitability of operations, interest rates and
long-term growth factors. In the course of
our audit of the estimates we have
assessed the projections prepared by
management in comparison with realized
cash flows and employed professional
judgment in the testing of key assumptions
and their effect on sensitivity analyses.
—
We involved KPMG’s valuation specialists in
the audit for assessment of the
appropriateness of the assumptions
employed and the technical integrity of the
calculations. The procedures have included
a comparison to general market and
industry-specific forecasts.
—
In addition, we assessed the
appropriateness of the disclosures to the
accounts relating to goodwill and
impairment testing in the consolidated
financial statements.
Optomed Oyj
Auditor’s Report
15 February 2024
3
Revenue recognition and trade receivables (Basis of Preparation for the consolidated
financial statements and Notes 3, 16.2 and 21.4 to the Financial Statements)
— The net sales for the Group, total EUR
15,100 thousand, is comprised of sales of
medical screening devices and solutions to
wholesale dealers and of sales of software
services.
— Optomed recognises revenue to reflect the
transfer of negotiated goods or services to
customers in the amount of compensation
Optomed expects to be entitled to in
exchange of the goods and services.
— The sales revenue from sales of screening
devices and solutions are recognized when
the performance obligation is fulfilled by the
delivery of good to wholesale dealer and
control is transferred to customer.
— For the sales of software services, revenue
is recognized over a period of time; for
licensing agreements, at a point of time as
control is transferred to customer; and for
installation solutions, at the point of time as
control is transferred and the end product is
at the customer’s disposal.
— Optomed has a significant amount of trade
receivables, EUR 2,583 thousand, with
payment time of different lengths. There is
always a credit risk in trade receivables,
which is increased by a significant amount
of overdue trade receivables, as in Note
21.4 is described. The significant expiry of
trade receivables is a reference of
increased credit risk and loss allowance.
— Group recognises all trade receivables at
amortised cost. The expected credit losses
on trade receivables are recorded based on
Optomed's historical knowledge on trade
receivables at default and payment delays
due to financial difficulties. The loss
allowance is assessed both on an individual
basis and collectively.
Our audit
measures included, among others:
—
Our audit measures have included the
assessment of internal control environment
monitoring sales processes and overdue
trade receivables and testing of
effectiveness of key sales controls
identified. Additionally, we have performed
substantive audit measures on net sales
recorded.
—
We have tested the recording of sales
transactions as well as the function of
recording and invoicing of sales
transactions and evaluated the correctness
of sales proceeds by testing the accrual of
sales between periods.
—
We have performed substantive audit
procedures for trade receivables in the
consolidated financial statements to
evaluate the valuation of trade receivables.
—
We have evaluated the reasonability of
estimates related to valuation of trade
receivables, especially regarding overdue
trade receivables.
—
In addition, we assessed the
appropriateness of the disclosures to the
accounts relating to sales revenue and
trade receivables recognized in the
consolidated financial statements.
Optomed Oyj
Auditor’s Report
15 February 2024
4
— Optomed has evaluated the expected credit
loss related to overdue trade receivables
and increased the loss allowance from 30%
to 50% which was recognized EUR 767
thousand this year.
— Following the variety of types of sales
proceeds collected by the Group and the
significant amount of overdue trade
receivables and related credit loss risk,
revenue recognition and trade receivables
are perceived as a key audit matter.
Capitalized development costs (Basis of Preparation for the consolidated financial statements and
Note 12.2 to the Financial Statements)
— The development of screening devices is a
key part of Optomed Group operating
model. It takes lot of development work
before launching the products. Optomed
capitalizes such costs when all the financial
statement regulation criteria are met and
those will generate probable future
economic benefits. The carrying amount of
capitalized development cost in the
consolidated financial statements amounted
to EUR 7,731 thousand as at December 31,
2023.
— Optomed capitalizes development
expenditure as an intangible asset where all
the related criteria mentioned in basis of
preparation are met.
— This requires management to make
judgement on when all of the criteria for
capitalization are met and when to cease
capitalization and start amortising the asset.
— The carrying amount of capitalized
development cost is depreciated as a
straight-line amortization over 10 years of
economic life and consequently the
capitalized cost has a significant impact on
the company’s level of operating profit.
Our audit
measures included, among others:
—
Our audit measures have included the
assessment of internal control environment
monitoring capitalization of development
cost processes. We have assessed if the
capitalized development expenses in the
financial period have met all the criteria.
—
We have assessed the appropriateness of
the principles related to capitalization,
valuation and the amortization period of
those development expense.
—
We have assessed the judgements and
assumptions made by the management
decisions related to capitalization, cease
capitalization and amortising the asset.
—
We have tested the correctness of
capitalized screening device development
expense by sample tests and analytical
substantive audit measures.
—
We have assessed the appropriateness of
valuation of capitalized development cost
and the amortization period by reviewing
the profit projections of most significant
projects and the technical accuracy of the
calculations and employed professional
Optomed Oyj
Auditor’s Report
15 February 2024
5
— Following from the element of management
judgment in the capitalized development
cost and the related amortizations, the
significance of book value of the asset and
the effect on the result of operations, the
appropriateness of capitalized development
cost is perceived as a key audit matter.
judgment in the testing of key assumptions
and their effect on sensitivity analyses.
—
We involved KPMG’s valuation specialists
in the audit for assessment of the
appropriateness of the assumptions
employed and the technical accuracy of the
calculations.
—
In addition, we assessed appropriateness
of the disclosures to the accounts relating
to capitalized development costs.
Responsibilities of the Board of Directors and the Managing Director for the Financial Statements
The Board of Directors and the Managing Director are responsible for the preparation of consolidated financial
statements that give a true and fair view in accordance with IFRS Accounting Standards as adopted by the
EU, and of financial statements that give a true and fair view in accordance with the laws and regulations
governing the preparation of financial statements in Finland and comply with statutory requirements. The
Board of Directors and the Managing Director are also responsible for such internal control as they determine
is necessary to enable the preparation of financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the financial statements, the Board of Directors and the Managing Director are responsible for
assessing the parent company’s and the group’s ability to continue as a going concern, disclosing, as
applicable, matters relating to going concern and using the going concern basis of accounting. The financial
statements are prepared using the going concern basis of accounting unless there is an intention to liquidate
the parent company or the group or cease operations, or there is no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes
our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted
in accordance with good auditing practice will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of the
financial statements.
As part of an audit in accordance with good auditing practice, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:
— Identify and assess the risks of material misstatement of the financial statements, whether due to fraud
or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that
is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
— Obtain an understanding of internal control relevant to the audit in order to design audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the parent company’s or the group’s internal control.
Optomed Oyj
Auditor’s Report
15 February 2024
6
— Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
— Conclude on the appropriateness of the Board of Directors’ and the Managing Director’s use of the going
concern basis of accounting and based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the parent company’s or the
group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are
required to draw attention in our auditor’s report to the related disclosures in the financial statements or,
if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause
the parent company or the group to cease to continue as a going concern.
— Evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and events so
that the financial statements give a true and fair view.
— Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business
activities within the group to express an opinion on the consolidated financial statements. We are
responsible for the direction, supervision and performance of the group audit. We remain solely
responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope
and timing of the audit and significant audit findings, including any significant deficiencies in internal control
that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and communicate with them all relationships and other matters that
may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were
of most significance in the audit of the financial statements of the current period and are therefore the key
audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not
be communicated in our report because the adverse consequences of doing so would reasonably be expected
to outweigh the public interest benefits of such communication.
Other Reporting Requirements
Information on our audit engagement
We were first appointed as auditors by the Annual General Meeting on 11 May 2016, and our appointment
represents a total period of uninterrupted engagement of 8 years. Optomed Oyj has become a Public Interest
Entity 5 December 2019 and we have been auditors all that time.
Other Information
The Board of Directors and the Managing Director are responsible for the other information. The other
information comprises the report of the Board of Directors and the information included in the Annual Report,
but does not include the financial statements and our auditor’s report thereon. We have obtained the report
of the Board of Directors prior to the date of this auditor’s report, and the Annual Report is expected to be
made available to us after that date.
Our opinion on the financial statements does not cover the other
information.
In connection with our audit of the financial statements, our responsibility is to read the other information
identified above and, in doing so, consider whether the other information is materially inconsistent with the
financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
Optomed Oyj
Auditor’s Report
15 February 2024
7
With respect to the report of the Board of Directors, our responsibility also includes considering whether the
report of the Board of Directors has been prepared in accordance with the applicable laws and regulations.
In our opinion, the information in the report of the Board of Directors is consistent with the information in the
financial statements and the report of the Board of Directors has been prepared in accordance with the
applicable laws and regulations.
If, based on the work we have performed on the other information that we obtained prior to the date of this
auditor’s report, we conclude that there is a material misstatement of this other information, we are required
to report that fact. We have nothing to report in this regard.
Oulu 15 February 2024
KPMG OY AB
HEIDI HYRY
Authorised Public Accountant, KHT
Independent Auditor’s Reasonable Assurance Report
on Optomed Plc’s ESEF Financial Statements
To the Board of Directors of Optomed Plc
We have undertaken a reasonable assurance engagement in respect of whether the consolidated financial
statements for the year ended 31 December, 2023 included in the digital financial statements
7437009IVYWGEE4S7B77-2023-12-31-en.zip of Optomed Plc (Business ID 1936446-1) have been marked
up with iXBRL markups in accordance with the requirements of Article 4 of EU Delegated Regulation 2018/815
(ESEF RTS).
The Responsibility of the Board of Directors and Managing Director
The Board of Directors and Managing Director are responsible for preparing the report of the Board of
Directors and financial statements (ESEF financial statements) that comply with the requirements of ESEF
RTS. This responsibility includes:
— preparation of ESEF financial statements in XHTML format in accordance with Article 3 of the ESEF RTS
— marking up the primary statements and the notes to the consolidated financial statements, and the
company identification data included in the ESEF financial statements with iXBRL tags in accordance with
Article 4 of the ESEF RTS; and
— ensuring consistency between ESEF financial statements and audited financial statements.
The Board of Directors and the Managing Director are also responsible for such internal control as they deem
necessary to prepare the ESEF financial statements in accordance with the requirements of the ESEF RTS.
Auditor’s Independence and Quality Management
We are independent of the company in accordance with the ethical requirements applicable in Finland, which
apply to the engagement we have performed, and we have fulfilled our other ethical responsibilities in
accordance with these requirements.
The auditor applies International Standard on Quality Management ISQM 1, which requires the firm to design,
implement and operate a system of quality management including policies or procedures regarding
compliance with ethical requirements, professional standards and applicable legal and regulations
requirements.
Auditor’s Responsibility
In accordance with the Engagement Letter our responsibility is to express an opinion on whether the marking
up of the consolidated financial statements included in the ESEF financial statements comply in all material
respects with the Article 4 of the ESEF RTS. We conducted our reasonable assurance engagement in
accordance with International Standard on Assurance Engagements 3000.
The engagement involves procedures to obtain evidence whether;
— the primary statements of the consolidated financial statements included in the ESEF financial statements
are, in all material respects, marked up with iXBRL tags in accordance with Article 4 of the ESEF RTS,
and;
— whether the notes to the consolidated financial statements and the company identification data included
in the ESEF financial statements data, have been marked up, in all material respects, with iXBRL tags in
accordance with Article 4 of the ESEF RTS; and
2
— whether the ESEF financial statements and the audited financial statements are consistent with each
other.
The nature, timing and the extent of procedures selected depend on practitioner’s judgement. This includes
the assessment of the risks of material departures from the requirements set out in the ESEF RTS, whether
due to fraud or error.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Opinion
In our opinion, the primary statements of the consolidated financial statements, the notes to the consolidated
financial statements and the company identification data included in the ESEF financial statements of
Optomed Plc identified as 7437009IVYWGEE4S7B77-2023-12-31-en.zip for the year ended 31 December,
2023 are, in all material respects, marked up in compliance with the ESEF Regulatory Technical Standard.
Our audit opinion on the audit of the consolidated financial statements of Optomed Plc for the year ended 31
December, 2023 is set out in our Auditor’s Report dated 15 February, 2024. In this report, we do not express
any audit opinion or other assurance conclusion on the consolidated financial statements.
Oulu 28 February, 2024
KPMG OY AB
Heidi Hyry
Authori
sed Public Accountant, KHT
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www.optomed.com
This is voluntary published pdf report, so it does not fulfill the disclosure obligation pursuant to Section 7:5§ of the Securities Markets Act
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