Report & 20 Accounts 11

Transcription

1 2011 Report & Accounts

2 CardioQ-ODM Goba Initiatives UK NHS decision to adopt CardioQ- ODM at pace and at scae currenty in impementation phase NICE medica technoogy guidance reeased on CardioQ-ODM: - Recommended for use on over 800,000 patients - In comparisons with other technoogies, CardioQ-ODM is found to be dominant Nationa Confidentia Enquiry into Patient Outcome and Death: - Ca for the impementation of NICE guidance on CardioQ-ODM Freeman Hospita, Newcaste: - Positive tria of CardioQ-ODM in uroogica surgery NHS Innovation Review 2011: - CardioQ-ODM prioritised as part of impementation NHS Suppy Chain: - Tender awarded for CardioQ-ODM and new product, CardioQ-ODM + USA Duke University Hospita, North Caroina: - Resuts announced showing circa 40% reduction in ength of stay when using CardioQ-ODM as part of Enhanced Recovery programme British Consuate, Chicago: - Enhanced Recovery using CardioQ-ODM aunched to a number of infuentia US cinicians Premier Inc.: - CardioQ-ODM seected for study under QUEST as part of system ro out project with financia and cinica anaysts, Premier Inc. Reimbursement - Nationa coverage for ODM, foowing AHRQ Technoogy Assessment Spain Spanish Government Heath Technoogy Assessment: - Recommended CardioQ-ODM in coorecta surgery Spanish Government, Entrago agency: - Conducting word s argest randomised muti-centre tria using CardioQ-ODM in uroogica, gynaecoogica, abdomina, and trauma surgery France APHP Hospita, Paris: - System award tender for CardioQ-ODM, foowing cinica evauation against other technoogies Cinica guideines: - Cinica guideines for fuid management currenty in deveopement by professiona bodies Canada First whoe hospita system impementation underway, assessing impact of CardioQ-EDM Peru Resuts from first randomised controed tria to be presented at Word Anaesthesia Congress in March

3 Report and Accounts Highights Financia Saes of 6.3m 83% of revenue from disposabe probes (2010: 76%) Gross margins 72% Operating oss 1.4m Cash of 0.8m Operating cash neutra in second haf Additiona 0.6m investment in inventory and R&D Operating ODM one of six high impact innovations mandated for impementation by NHS CardioQ-ODM the ony haemodynamic monitor recommended by NICE NHS moving into impementation mode Think Dopper campaign aunched in the UK First whoe hospita system impementation underway in Canada Substantia investment in R&D Current deveopments CardioQ-ODM+ aunched in UK Partnership agreement with Premier, Inc. in USA opens a route to system wide uptake In the UK, surgica probe saes growth over 40% for three consecutive months (December 2011, January and February 2012) Contents Highights 1 Chairman s Statement 2 Operating Review 4 Financia Review 8 Directors 13 Secretary and Advisers 14 Directors Report 15 Independent Auditors Report 22 Consoidated Statement of Comprehensive Income 23 Baance Sheet 24 Consoidated Statement of Changes in Equity 25 Consoidated Statement of Cash Fows 26 Notes to the Financia Statements 27 Independent Auditors Report 58 Company Baance Sheet 59 Notes to the Company Financia Statements 60

4 2 Report and Accounts 2011 Chairman s Statement Detex Medica made significanty greater progress in a its key markets during 2011 than indicated by the 0.4% increase in headine revenues to 6,303,000 as the underying growth in the use of probes in surgery, the major market opportunity that we seek to address has been very substantia. The most significant eements of this growth came from probe saes in the UK and probe saes to our internationa distributors, which were ahead of 2010 by 259,000 and 159,000 respectivey. These increases were driven by increased surgica use and the growth rates for surgica probes in the UK and in our major distributed markets remain at around the estabished 20% per annum eve. Strong growth in surgica probe saes meant December was a record month for probe saes in the UK and surgica probes since the year end have continued to be we ahead of In the UK, compared to the corresponding month a year previousy, surgica probe growth has been over 40% for three consecutive months (December 2011, January and February 2012) and March has started strongy. Monitor saes voumes in the UK in 2012 to date are aso we ahead of 2011 and incude an order of ten CardioQ-ODMs from one of the NHS Scotand heath board to enabe impementation of enhanced recovery in bowe surgery in its region. Gross margins were 72% overa and over 80% in our direct saes markets. Operating expenses were 55,000 ower than in 2010 at 5,940,000. The operating oss was 1,402,000 (2010: 1,353,000). Cash used in operations increased by 546,000 to 1,337,000 after 430,000 additiona investment in inventory in anticipation of more rapid growth and increased investment in research and deveopment to expand our product range. Operating cash outfow before movements in working capita was 822,000 (2010: 687,000). Cash at 31 December was 752,000 and the Company was operating cash neutra in the second haf. We maintained our underying cash cost base at a simiar eve to 2010 whie increasing investment in research and deveopment and in our UK Think Dopper marketing campaign which was aunched to coincide with the December announcement that the NHS is to prioritise fu impementation of ODM. Ony a few carefuy targeted and modest increases in the cost base are panned for The momentum driving our saes growth means the Company is on track towards consistent generation of cash and profitabiity. Probe saes in the USA in 2011 were 125,000 ower than in 2010 despite us maintaining our share of the potentia market in a our major accounts and opening important new accounts. The voume of major eective operations in the USA fe sharpy in the midde part of 2011 as fears over the economy grew and this ed in turn to hospitas reducing stocks of probes. Restricted capita budgets in many of our markets have hed back our reported growth rates. Cash saes of monitors in 2011 were 438,000 (44%) ower than in 2010 with a major fa ( 350,000) in revenues from the Midde East which suffered from poitica voatiity. The trend away from capita saes since 2009 supports our strategic focus on increasing probe revenues which are both higher quaity and more visibe. Important deveopments in the UK market, our argest and most deveoped market, during 2011 have reinforced the NHS s approach to estabishing system wide adoption of a new medica technoogy. In March 2011 the Nationa Institute for Heath and Cinica Exceence ( NICE ) recommended CardioQ- ODM be considered for use in a patients undergoing major and high risk surgery in the NHS with average savings of 1,100 per patient. Across the whoe UK this equates to an opportunity to save 1 biion of taxpayers money through better and faster patient recoveries. CardioQ-ODM is the ony fuid management monitoring technoogy recommended by NICE, which found CardioQ-ODM to be dominant over aternative cardiac output monitoring technoogies during surgery, as it deivers both better outcomes and ower costs. In December 2011 the chief executive of the NHS announced that ODM was one of six high impact innovations seected for fu impementation. Financia penaties for insufficient progress on impementing

5 Report and Accounts these six innovations by March 2013 coud exceed 15 miion per annum in the argest NHS Trusts. The Department of Heath and NHS have formed a Task and Finish group to deveop and aunch the pan for the impementation of fuid management monitoring in surgery and this is expected to report in the coming weeks. A number of reated actions are aready cear: Intra-operative fuid management has been seected as one of three technoogies to be pushed nationay by the Department of Heath s Innovative Technoogy Adoption Procurement Programme ( ITAPP ) in 2012/13. ITAPP has authority through incusion in the NHS operating framework for 2012/13: ITAPP identifies innovative technoogies that can be adopted by oca organisations. A sma number of evidence-based technoogies, incuding the Oesophagea Dopper Monitoring, are suggested for wide adoption by oca heath economies. NICE has pubished a case study on ODM impementation on the NHS Evidence website within its recommendations to support the NHS s drive to improve Quaity, Innovation, Productivity and Prevention ( QIPP ). NICE s most recent cost savings guidance eague tabe shows CardioQ-ODM as the singe highest impact technoogy it has recommended since 2005, accounting for over 40% of tota identified cost savings by NICE. In March 2012 we aunched the CardioQ-ODM+, a premium version of our monitors which aows cinicians to pursue an additiona fuid management strategy, minimisation of respiratory swing, to that normay driven by ODM, stroke voume optimisation. Whie the evidence base for this approach suggests ony modest benefits over traditiona care when compared to stroke voume optimisation, we expect it to broaden our products appea to cinicians. Our goa is to make oesophagea Dopper monitoring (ODM) a standard of care for patients undergoing major surgery and in intensive care. We beieve that, in most modern heath systems, it is essentia to have a robust evidence base of both cinica benefit and cost effectiveness in order to achieve system-wide adoption of a new medica technoogy. Detex Medica is one of the very first medica technoogy companies to have competed the investment necessary to buid such an evidence base: as a resut, use of ODM during surgery has the proven potentia to deiver both cinica and economic benefits that are materia at each of patient, hospita and system eve. Having succeeded in creating an opportunity for potentiay transformationa growth in the UK, our key priorities in 2012 are to support the NHS deiver its impementation pan and to create simiar opportunities for system wide adoption of CardioQ- ODM in other heathcare systems. In France probe consumption increased 20% during the year foowing award of a major tender covering Paris hospitas ate in 2010: forthcoming cinica guideines from the French professiona association of anaesthetists are expected to emphasise the importance of fuid management and monitoring during surgery. Doctors in Spain are making good progress with the word s argest randomised tria of fuid management in surgery to date and preiminary resuts may become avaiabe in the coming months. In Canada the Interior Heath hospita system has competed satisfactoriy the first phase of its CardioQ-ODM impementation programme and the resuts of the project, which is aready generating considerabe interest in the broader Canadian heathcare system, are due to be announced shorty. In the USA, foowing the presentation of data by Duke University Hospita showing the impact of an enhanced recovery surgica programme using CardioQ-ODM in October 2011, we have embarked on a number of projects aimed at acceerating cinica acceptance and uptake of ODM guided fuid management: the recenty announced partnership with Premier Inc is the most advanced of these. Meanwhie doctors are continuing to pubish research showing the benefits of CardioQ-ODM in different types of surgery, enabing us to expand our areas of focus to additiona surgica speciaties. Detex Medica is in an exciting and unique position. The NHS, the word s argest heathcare provider, is activey pursuing the rapid and wide-scae impementation of our products. We are making significant advances in creating simiar opportunities in other major heathcare systems around the word. Nige Keen Chairman 7 March 2012

6 4 Report and Accounts 2011 Operating Review During 2011 Detex Medica strengthened its position as the goba market eader in oesophagea Dopper monitoring (ODM) Overview During 2011 Detex Medica strengthened significanty its position as the goba market eader in oesophagea Dopper monitoring (ODM). ODM benefits substantia numbers of patients, the argest group being patients undergoing major or high risk surgery. ODM s potentia is being recognised increasingy by each of cinicians, heath poicy makers and heathcare administrators. ODM during surgery can be impemented successfuy into routine cinica practice on a wide scae because it is a simpe procedure that is easy to earn, quick to perform and appicabe in a very wide range of patients. In the UK, our argest and most deveoped market, we competed the proof of concept phase of our deveopment with a recommendation in March 2011 from the Nationa Institute for Heath and Cinica Exceence ( NICE ) that CardioQ-ODM be considered for use in a patients undergoing major and high risk surgery. The announcement in December 2011 that the NHS is to prioritise fu impementation of ODM or simiar fuid management monitoring technoogy confirmed the potentia for Detex Medica to move into a proonged phase of acceerated growth. Internationay, we are making good progress in deveoping export markets for CardioQ-ODM. The robust evidence base showing CardioQ-ODM to both improve patient outcomes and reduce costs gives Detex Medica a substantia competitive advantage. CardioQ-ODM is the ony fuid management monitoring technoogy recommended by NICE and, to date, NICE has chosen not to evauate any of the three other haemodynamic monitoring technoogies submitted to it by their manufacturers. NICE found CardioQ-ODM to be dominant (both better outcome and ower cost) over the most commony avaiabe competitive approaches. Probe revenues in 2011 amounted to 83% of tota cash saes (which excude cinica research revenues under barter arrangements), compared to 76% in Probe growth was strongest in the UK surgica market and in those internationa distributor markets where we focused most resource. As our business has deveoped we have increasingy focused on generating probe revenues and taking a pragmatic approach to increasing the instaed base of monitors. This transition towards higher quaity recurring revenue streams is timey as macro-economic conditions have meant capita budgets have become severey restricted in many of our markets. In arge part the drive behind the NHS decision to impement CardioQ-ODM comes because modern heathcare systems need to deiver higher quaity care at ower costs in order to meet changing demographic needs. NICE estimates that CardioQ- ODM can save circa 1,100 per patient on average: this is equivaent to 1 biion saving each year across the whoe UK. This emphasis on quaity and efficiency has become more urgent as a resut of fisca deficits and heathcare infation in many deveoped countries and we beieve that adoption in one system is ikey to acceerate success in other systems. Rather than et the shortage of capita budgets sow down our progress in the UK towards CardioQ-ODM being widey adopted for use in surgery, we continued to expand the instaed base through ending machines and introducing managed care service contracts. Overa the UK surgica instaed

7 Report and Accounts base increased by 66 units to 519. In addition the critica care instaed base increased by nine units to 284. Going into the new NHS financia year and aunch of the NHS impementation pan for ODM our priority is to expand the surgica instaed base rapidy through a combination of monitor price reductions, oan programmes and managed care service contracts. For those export markets where we work with distributor partners and we see opportunities for acceerated growth through overcoming capita budgetary restrictions hoding back monitor instaations, we are activey considering new business modes which wi hep rapid growth in the current environment through faciitating wider avaiabiity of monitors in operating theatres. Overa, the modest 5% growth in monitor revenues in the first haf turned into a 29% fa in the second haf compared to Where we had anticipated difficuties in repeating monitor revenues from 2010, for exampe from the Midde East due to poitica instabiity, we were abe to redepoy resources and repace some of the ost revenue with higher quaity probe revenues backed by exciting growth opportunities in markets such as Canada, Scandinavia, Austria and Austraia. In the UK, monitor saes voumes fe sharpy from the Apri start of the NHS financia year and ony started to recover towards the end of the year. Markets The CardioQ-ODM has two distinct estabished cinica appications: firsty, to guide fuid management during surgery and secondy, to monitor cardiac output in critica care settings. Surgica market In March 2011, the Nationa Institute for Heath & Cinica Exceence ( NICE ) recommended that CardioQ-ODM be considered for use in patients undergoing major and high risk surgery and in high risk patients undergoing major surgery. NICE estimated the appicabe number of such patients in the NHS in Engand aone to be over 800,000 each year. Cinica evidence to date specificay supports the use of CardioQ-ODM in each of cardiac, orthopaedic, coorecta, rena, uroogica, other abdomina, gynaecoogica, pastic, vascuar and transpant surgery: furthermore, CardioQ-ODM has been shown to be effective in both eective and emergency surgery and with both genera and regiona anaesthetics. The NICE evauation and recommendation confirms that the potentia goba market for CardioQ-ODM in surgery incudes tens of miions of patients, even if confined to deveoped heath economies: the most conservative estimate of the potentia vaue of the market opportunity Detex Medica has created is in excess of 1 biion per annum. The Company s core focus is on buiding market eading positions in this surgica market, both geographicay and by type of surgery. Critica care market In critica care settings, we-equipped hospitas wi often have more than one cardiac output monitoring technoogy avaiabe. In this environment, ODM s strengths are that it is quick to set up, easy to use, safe, ow cost and the idea technoogy for a patient in crisis requiring rapid or frequent intervention. The potentia market for cardiac output monitoring in critica care is a fraction of the size of that for intraoperative fuid management. Through the recent aunch of the CardioQ-ODM+, Detex Medica has incorporated puse pressure variation, the best vaidated parameter from the Puse Pressure Waveform Anaysis ( PPWA ) approach to monitoring cardiac output. Note that, in surgery, athough adding PPWA parameters does not expand per se the market potentia of ODM, the Company s cinica and market research indicates that it may hep acceerate some cinicians acceptance of the vaue of ODM measured fow variabes. NICE s assessment of the evidence supporting CardioQ-ODM and PPWA concuded that CardioQ- ODM was dominant (i.e. deivering both better outcomes and ower costs) over PPWA in both surgica and critica care appications. However, in the critica care setting ony, there was not sufficient evidence for NICE to recommend CardioQ-ODM ahead of PPWA. ODM s being dominant does not mean no potentia vaue in PPWA: the Company beieves that future iterations of the CardioQ-ODM+ wi deiver cear and substantia competitive advantages over current PPWA soutions for monitoring appications in critica care settings by combining a best in cass monitoring modaity with the best too for guiding intervention. United Kingdom Detex Medica has estabished a cear market eading position in the UK surgica market as we as a strong presence in the smaer critica care market. In tota UK saes grew by 443,000 (13%) over 2010.

8 6 Report and Accounts 2011 Operating Review continued The biggest driver of UK saes growth came from saes of surgica probes which increased by 272,000 (16%) over After adjusting for the sma numbers of hospita buk orders of surgica probes in both 2010 and 2011, growth in surgica probe saes in the UK has remained broady in ine with the compound annua growth rate of 20% estabished since Whie this growth rate puts ODM amongst the fastest growing broad appication new medica technoogies in the NHS, the NHS s rate of adoption, and consequenty the Company s saes, wi need to acceerate significanty to meet the NHS s objective of fu impementation. Saes of intensive care probes stabiised, eveing off after severa years of a trend towards ower usage of cardiac output monitoring in UK intensive care units as cinica practice has evoved: whereas in the past most patients were sedated to the point of unconsciousness whie in intensive care, the preference now is to keep them awake and mobie where possibe, thus reducing the need for cardiac output monitoring. United States of America Saes in the USA were 154,000 (18%) behind 2010, with a 125,000 (15%) fa in probe saes: probe saes comprised over 99% of tota saes in the USA where our norma mode is to pace monitors free of charge in return for higher probe prices. The biggest decines in probe saes compared to 2010 came from our two argest accounts in the USA and were as a resut of sharp fas in voumes of eective surgery in the midde part of the year, compounded by hospita de-stocking. Nevertheess, in both accounts we maintained or improved our penetration rates and in 2012 we are pursuing pans aimed at generating substantia growth both in these accounts and in the systems of which they are members. Recognition of the important impact of haemodynamic management on surgica outcomes in the USA has for many years agged this recognition in the UK and Europe, however, there are cear signs of this changing with haemodynamic management featuring more prominenty on the agendas of cinica meetings for both anaesthetists and surgeons. Our objective in the USA is to achieve system-wide adoption of the CardioQ-ODM to guide fuid management during major surgery. Our strategy is to work with a sma number of reputabe hospitas to achieve broad penetration within them and to demonstrate the cinica and economic benefits of this impementation. At the annua American Society of Anesthesiooogists meeting in Chicago in October 2011 doctors from Duke University Hospita in North Caroina presented the resuts of their initia impementation of CardioQ- ODM within a surgica enhanced recovery programme. These showed substantia improvements in patient outcomes as we as good reductions in engths of hospita stay of up to 40%. We have been abe to use this first contemporary data from a major US hospita to buid a pipeine of projects for both CardioQ-ODM as a stand-aone improvement in practice and as a cornerstone of impementing modern approaches to surgery. Such projects are designed both to increase saes and to generate compeing evidence for more rapid adoption and ro-out of CardioQ-ODM. In February 2012 Premier Inc announced that it had seected Detex Medica and the CardioQ-ODM to participate in its QCEIP ( QUEST Comparative Effectiveness & Innovation Programme ) programme. This project incudes conducting a study and subsquenty producng a peer reviewed abstract, correating heath outcomes to product performance. This abstract is pubicised through a variety of Premier s Communication channes. We expect successfu outcomes from this project to generate opportunities for us to work in a partnership with Premier and a eading teaching hospita to promote the benefits of CardioQ-ODM to Premier s member hospitas. Premier s members account for approximatey 30% of US hospita discharges. Internationa Distributors service export markets, with the exceptions of those in the USA and Spain, with support from a sma team of our own staff.

9 Report and Accounts Saes to distributors in 2011 totaed 1,795,000, a decrease of 142,000 (7%) from This decrease mainy comprises the net effect of a 159,000 (16%) increase in probe revenues and a 305,000 (34%) decrease in monitor saes. Changes in the saes mix meant average seing prices for probes were 55 compared to 51 in The average seing price of monitors to distributors was 3,700 compared to 4,235 in Probe growth was generay strongest in our best estabished distributor markets in France, Scandinavia, Austria and Peru. In addition we generated substantia growth in Canada as our distributor acquired monitors and probes to support our first Canadian impementation project in a medium sized hospita system in British Coumbia: feedback to date from this project has been overwhemingy positive and we expect to be abe to announce shorty the resuts and consequent activity. Probe saes in France were approximatey 20% higher at the end of the year than the start, primariy as a resut of growth in the Paris area where CardioQ- ODM was successfu in a major tender announced ate in The atest generation of professiona practice guideines for anaesthetists in France are due to be pubished in the next few months and are expected to favour the fuid management strategies enabed by ODM: this woud constitute a major deveopment in France where the adoption of innovative medica practice is more heaviy weighted towards cinicians than in many other deveoped heath economies. Saes to the Midde East were circa 350,000 ower than in 2010, due to ower monitor saes. Eary in 2011, as signs of poitica unrest in the region grew, we chose to redirect resource towards supporting growth in higher quaity probe revenues in more deveoped heathcare economies. In recent years the Midde East had been the easiest market into which to se monitors as capita budgets were argey unaffected by the goba economic sowdown. Looking forward, we expect capita budgets to remain constrained in most of our markets in the Midde East and therefore to continue to focus more on higher quaity recurring probe revenue streams. In the first project eading coorecta surgeons are introducing surgica enhanced recovery: as a resut of its benefits having aready been estabished within the programme in Spain, use of CardioQ-ODM is one of four mandatory interventions out of the 14 in tota. We are aso supporting a government sponsored muti-centre tria. The tria incudes patients undergoing major abdomina, gynaecoogica, uroogica and trauma surgery and is the word s argest randomised controed cinica tria of fuid management during surgery. The cinica eads have indicated that preiminary data may be avaiabe in the next few months. Positive resuts wi represent a major miestone towards system-wide adoption of our products in Spain. Research and Deveopment Our research and deveopment ( R&D ) activities are focused in two areas: firsty, the further deveopment of our CardioQ-ODM monitors and probes with a particuar objective of making them sti easier to use in broader cinica settings and appications; secondy research into and deveopment of compementary and new products. In 2011 we increased substantiay our investment in R&D and in March 2012 we have aunched the CardioQ-ODM+ incorporating additiona haemodynamic monitoring parameters giving us the most comprehensive technoogica offer on the market. Prospects We have started 2012 with confidence. Our products are independenty vaidated as deivering better care, better heath and ower costs which puts them in the sweet spot of evoving heath poicy in many deveoped heath economies. In the UK our technoogy has been prioritised by the NHS as a high impact innovation and we are making good progress towards creating simiar opportunities in a growing number of major export markets. Ewan Phiips Chief Executive 7 March 2012 We have a sma direct saes team in Spain whose efforts are focused entirey on two projects aimed at estabishing the drivers necessary for system-wide adoption of CardioQ-ODM. Saes in 2011 tota 65,000, 123,000 ess than in 2010 which benefited from a sma number of one-off orders reated to these projects which are not expected to be repeated unti after competion of the projects.

10 8 Report and Accounts 2011 Financia Review Revenues from surgica probes in the UK were 16% ahead over the whoe of Trading performance Revenues for the year grew by 24,000 to 6,303,000 (2010: 6,279,000). Revenues from surgica probes in the UK were 16% ahead over the whoe of 2010, continuing a compound annua growth increase of 20% since aunch of the probes in Gross margins were 72% (2010: 74%). Gross margins were affected by changes to margins achieved on monitors as the resut of a decision to aggressivey discount monitors in response to constrained hospita capita budgets. Probe pricing was maintained or increased in a significant markets. This, combined with no increase in the unit cost of production of probes resuted in gross margins of over 80% in each of the Company s direct saes markets of UK, USA and Spain. Administrative expenses reduced by 334,000 to 2,012,000 (2010: 2,346,000). This incudes a reduction in share-based payments charges of approximatey 58,000 and cinica tria costs of 164,000. Saes and distribution costs have increased by 165,000 to 3,532,000 (2010: 3,367,000). In the eary part of the year, marketing costs were increased in order to promote the NICE recommendation to the NHS. In the second haf of the year, additiona investment has been made in marketing, with the support of an outside agency. This is to ensure that the Company is we positioned to take advantage in 2012 and beyond of the NHS Chief Executive review as described within the Chief Executive s report. Further detai on the increase in Research and Deveopment expenditure (R&D) charge by 114,000 from 282,000 to 396,000 foows. Operating osses increased 49,000 to 1,402,000 (2010: 1,353,000). Operating expenses reduced by 55,000 to 5,940,000 (2010: 5,995,000). Of the 5,940,000 operating costs, 670,000 (2010: 1,053,000) reates to non-cash items incuding accounting charges for share-based payment, depreciation and amortisation of fixed assets and intangibe assets, amortisation of cinica tria prepayments and changes to provisions. Cash operating expenses were kept under tight contro in 2011 with a view to acceerating profitabiity without affecting the potentia ong-term market penetration of CardioQ-ODM: as expained above towards the end of the year we aunched a targeted marketing campaign on CardioQ-ODM in the UK to coincide with the announcement of the actions arising from the NHS Chief Executive s report Innovation: Heath & Weath. Actua cash expenditure has remained within the Company s cost pans, which incuded a sma increase for additiona investment activities. Research and deveopment During the year, additiona personne were recruited into the research and deveopment department. This, together with the engagement of outside consutancies has enabed the Company to acceerate the deveopment of a number of projects. It is broady intended, that whist continuing to improve the current product range, a new product wi be reeased each year for the next three years. The first of these products, the CardioQ-ODM+ was aunched in March 2012 and is described in more detai within the Chief Executive s review. Tota costs, before capitaisation for research and deveopment in the year were 683,000 (2010: 456,000). A reconciiation between tota costs and

11 Report and Accounts the amount charged to the Consoidated Statement of Comprehensive Income, in accordance with Internationa Accounting Standard 38 is given beow: Tota charge for research and deveopment Less: amount capitaised (347) (213) Add: amortisation of amounts previousy capitaised Research and deveopment charged to Statement of Comprehensive Income The increase in investment (before capitaisation) of R&D over the past five years is shown beow: 800, , , , , , , , The net book vaue of capitaised R&D at the end of the financia year was 724,000 (2010: 437,000). On reease of the product, the capitaised costs are charged to the Consoidated Statement of Income over the ife of the product in accordance with our accounting poicies. Non-cash revenue and costs In order for the reader to better understand the effect of non-cash items on the Company s profitabiity and cash fow, aternative performance measures are provided on the Consoidated Statement of Comprehensive Income and note 24, Notes to the Cash fow Statement. The arger non-cash items are expained in more detai beow. Non-cash revenue In recent years the Company has competed a number of transactions on a non-cash basis aimed specificay at opening new market opportunities through focused research aimed at generating cinica and/or economic evidence of the benefits of the Company s products in specific circumstances. In 2010, the tota non-cash revenue associated with these projects was 319,000. During 2011, a specific project was started to enabe the acceeration of the deveopment of a new ICU focused product. This product is intended to offer features that are substantiay ahead of the current technoogy avaiabe within the ICU and is due to be reeased in Twenty-five deveopment versions of this monitor were sod under barter arrangements to twenty key sites around the word. These sites have committed to providing essentia data for the further deveopment of this product to the Company in return for ownership rights of the monitors. A project manager was recruited for this important project eary in The non-cash revenue associated with this project in 2011 was 500,000. The vaue of the projects that are being carried out at twenty different sites, athough difficut to quantify is considered to be substantiay more than the 500,000 recognised. The spit of revenue between cash and non-cash over the past five years is as foows: 7,000,000 6,000,000 5,000,000 4,000,000 3,000,000 2,000,000 1,000, Non cash Cash

12 10 Report and Accounts 2011 Financia Review continued Non-cash costs Cinica tria and other costs The costs associated with these projects are initiay capitaised and subsequenty amortised over the ength of the cinica trias or projects with regard to the amount of progress that has been carried out as specified contractuay between the other party and the Company. Tota costs amortised during the year with respect to cinica trias amount to 270,000 (2010: 389,000). Share-based payments Share based payments are charged to the Consoidated Statement of Comprehensive Income in accordance with IFRS2, where the vaue of the award (as cacuated using the Back-Schoes method) is charged over the vesting period of the option. Share based payments arise as a resut of: Grant of options to empoyees Grant of options to distributors or consutants The Company has two Empoyee Share Option Pans. The origina pan was set up in March 2000, but has now expired with regard to the issue of new awards. A new scheme, for which authority was obtained at the AGM hed in Apri 2011, was approved by HM Revenue & Customs in September 2011 and awards made from it shorty thereafter. In addition to these schemes, share options are aso granted to empoyees under the Company s Enterprise Management Incentive Scheme ( EMI ). The EMI scheme aows the Company to make tax efficient awards to certain empoyees, whist preserving its cash resources. For the years ended 31 December 2010 and 31 December 2011, saes bonuses to UK based empoyees were satisfied using options awarded under the EMI scheme. The tota share based payment charges for 2011, incuding bonus awards, was 386,000 (2010: 522,000). Financia income and expenditure Financia income in the year remained in ine with 2010 at 1,000 primariy as a resut of the continued ow interest received on cash baances. Finance costs decreased by 38,000 to 123,000 (2010: 161,000) primariy due to a decrease in the interest rate charged on the convertibe oan note and a one-off charge in 2010 of 16,000 reating to arrangement expenses of both the increase in the invoice discounting faciity and the addition of the US receivabes within the faciity. Taxation Under the UK Government s Research and Deveopment tax credit scheme, the Company wi caim approximatey 102,000 reating to R&D in 2011 (2010: 50,000). This increase is directy reated to research and deveopment activity during the year. Earnings per share The reported net oss for the year was 1,421,000 (2010: 1,468,000). With a weighted average number of shares of 136,698,498 (2010: 129,563,192), the basic oss per share was 1.0p (2010: 1.1p). Cash fow and iquidity Cash at 31 December 2011 was 752,000 (2010: 699,000). Reported net cash used in operating activities increased by 562,000 to 1,352,000 (2010: 790,000). This increase incudes an additiona investment in R&D and inventory of 339,000 when compared to The reported net cash in operating activities incudes a number of non cash items. Restated to excude non-cash items, the net cash used before movements in working capita increased by 432,000 to 732,000 (2010: 300,000). In Apri 2011, the Company paced 3,684,211 shares to raise approximatey 1,000,000 after expenses. This money was used to enabe the Company to acceerate funding on research and deveopment activities, buid inventory in anticipation of growth in the UK and to commence a sustained investment in direct marketing within the UK market. Saes are normay higher in the second haf of the year than the first haf both because of underying growth trends and because of higher than usua orders from internationa distributors as they agree their marketing programmes for the foowing year: in both 2011 and 2010 the Company achieved circa 20% of the year s saes in December. Saes of probes in the first two months of 2012 have encouraged the

13 Report and Accounts Board that the Company is on track to deiver the eves of saes growth required to become consistenty cash positive throughout the financia year. The chart beow shows the contribution in cash saes and cash expenditure comparing the first haf of 2011 with the second haf. a further 64,000 drawn down on the Company s invoice discounting faciity. Non-current iabiities increased by 83,000 to 1,526,000 (2010: 1,443,000). The majority of this increase is as a resut of the movement in the Nationa Insurance provision for share options. 3,500,000 3,000,000 2,500,000 2,000,000 1,500,000 1,000, ,000 0 Saes vs expenditure ( ) H H Saes Expenditure The cosing share price at the end of the financia year was 24.55p, compared with 19.5p at the beginning of the year. The highest and owest prices recorded in the financia year were 31.50p and 15.00p respectivey. At 31 December 2011, sharehoders funds stood at 1,856,000 an increase of 847,000 over 2010 ( 1,009,000). The Company continues to empoy an invoice discounting faciity in its management of cash and working capita. At 31 December 2011, the amount of funds drawn down under the faciity totaed 723,000 (2010: 659,000). Baance Sheet The Group s non-current assets at 31 December 2011 totaed 1,041,000 (2010: 1,004,000) consisting principay of pant and equipment incuding CardioQ-ODM monitors on contracted oan to customers 250,000 (2010: 177,000) and capitaised deveopment costs 724,000 (2010: 437,000). The increase in capitaised deveopment costs reates to the investment in new products which are aimed to be reeased over the coming years. The first of these, the CardioQ-ODM+ was reeased in March Net current assets increased by 893,000 to 2,341,000 (2010: 1,448,000). In anticipation of the expected demand from the NHS, where affordabe, the Company has decided to increase inventory eves to ensure that such demand can be met at reativey short notice. This has ed to a direct impact on the year-end inventory, which has increased, by 339,000 to 912,000 (2010: 573,000). Trade and other receivabes have increased by 822,000 to 2,818,000 (2010: 1,996,000). Approximatey 150,000 of this increase was due to the growing UK business at the end of the year and a further 160,000 from Internationa business in December. 324,000 of this movement reates to the recassification from non-current to current of a cinica tria which is expected to be competed in Current iabiities increased by 328,000 to 2,243,000 (2010: 1,915,000) primariy as a resut of the increase at the year end of stock creditors and Key performance indicators At this stage of its deveopment, the Group s two key performance indicators are probe saes and the underying cash burn rate (i.e. the difference between normaised run-rates for cash fows and outfows). The directors reguary monitor the Group s progress by reference to these two key performance indicators. A summary of the progress made against these indicators during the year ended 31 December 2011 is set out beow. Probe saes Probe saes increased by 205,000 in 2011 from 4,595,000 to 4,800,000. Rates of reguar probe consumption at hospitas at the end of 2011 were higher than at the start of the year in the majority of our key target markets incuding the UK and France. Athough decreasing during the year, the USA is aso showing signs of recovery within its core areas of focus coming into Further detais of probe saes are given in the Operating Review on pages 4 to 7. Underying cash burn rate The underying cash burn rate is based around management s estimate of the normaised eves of saes and costs: it increases if the Group increases its cost base or saes fa and decreases as the Group s saes grow or costs fa. During 2011, the Company decided to increase its cost base for investment purposes ony, investing in both research and deveopment and marketing activities. Excuding these investment activities, the underying cost base has been kept at the ow eves that were initiated in The underying cash burn at the end of 2010 was cacuated at approximatey 46,000 per month.

14 12 Report and Accounts 2011 Financia Review continued During 2011, the underying cash burn was cacuated as being approximatey 50,000 per month. The difference between underying and actua cash burn is aso affected by changes in the Group s working capita profie. In addition to these key performance indicators, the foowing areas are aso reguary monitored and where necessary appropriate action is taken; actua cash fows, working capita baances (incuding inventory eves and receivabe coections), saes and other transactions invoving monitors and progress with research and deveopment projects and with cinica studies. Pau Mitche Finance Director 7 March 2012

15 Report and Accounts Directors Non-executive directors Nige Keen MA FCA Chairman Nige has been invoved with Detex Medica since 1988, and Chairman since He is aso the Non-executive Chairman of Bioque pc, Laird pc and Oxford Instruments pc. Nige is the Chairman of the Remuneration Committee and the Audit Committee. Dr Edwin Snape MSc PhD Vice-Chairman Ed has been connected with Detex Medica for over ten years and Vice-Chairman since He is currenty a Director of Sutan Scientific Limited, Myoscience Inc., Spectra Anaysis Instruments, Inc. and Lab 21 Limited. He has over 30 years experience investing in medica devices and ife sciences businesses in the USA and Europe. Executive directors Ewan Phiips MA ACA Chief Executive Ewan joined Detex Medica as Group Finance Director in August 2001 with a background in corporate finance. He took on responsibiity for UK saes in October 2002 and was appointed managing director of the UK subsidiary in November 2005 before being appointed Chief Executive in September Pau Mitche BSc FCA Finance Director Pau joined Detex Medica in August 2002 as Financia Controer, after quaifying as a Chartered Accountant with PricewaterhouseCoopers. In November 2004 he was appointed Company Secretary and was appointed Finance Director in September Juian Cazaet MA FCA Juian joined the Board in Apri He was unti 2007 a Managing Director Corporate Finance of JPMorgan Cazenove. After graduating in Economics from Cambridge, he quaified as a Chartered Accountant before joining Cazenove in He became a Partner in From 1989 he worked in Corporate Finance, firsty in Equity Capita Markets and subsequenty advising isted companies. He is Chairman of Herad Investment Trust pc and a Director of Chares Tayor Consuting pc and of The White Ensign Association Limited. Professor Sir Duncan Nicho Duncan has been an infuentia figure in the provision of acute heath services in the UK throughout his career. He worked for the NHS for neary 30 years in a number of senior management roes and was Chief Executive from 1989 to Duncan has been the Deputy Chairman of the Christie NHS Foundation Trust since Duncan is aso currenty a Non-executive Director of Synergy Heathcare pc, a provider of heathcare support services to the NHS and the first Chairman of the UK Academy for Heathcare Science.

16 14 Report and Accounts 2011 Secretary and Advisers Company secretary and registered office Pau Mitche BSc FCA Terminus Road Chichester West Sussex PO19 8TX Te: +44 (0) Fax: +44 (0) Company registered number: Nominated adviser and broker Arden Partners 125 Od Broad Street London EC2N 1AR Independent auditors PricewaterhouseCoopers LLP 9 Greyfriars Road Reading Berkshire RG1 1JG Principa bankers The Roya Bank of Scotand pc Threadneede Street PO Box 412 London EC2R 8LA Financia PR advisers Kreab Gavin Anderson 85 Strand London WC2R 0DW Registrars The Registry 34 Beckenham Road Beckenham Kent BR3 4TU Soicitors Laytons 2 More London Riverside London SE1 2AP

17 Report and Accounts Directors Report For the year ended 31 December 2011 The directors present their report and the audited financia statements for the year ended 31 December Business review and principa activities The Company is the utimate hoding company of a group of subsidiary undertakings ( the Group ) engaged in the research, deveopment, manufacture and sae of oesophagea Dopper haemodynamic monitoring systems ( ODM ). The Company is required to set out in this report a fair view of the business of the Group during the financia year ended 31 December 2011, the position of the Group at the end of the financia year and a description of the principa risks and uncertainties facing the Group. This information, together with the Group s research and deveopment activities and ikey future prospects are reviewed in the Chairman s Statement on pages 2 to 3, the Operating Review on pages 4 to 7, and the Financia Review on pages 8 to 12. Resuts and dividends The resuts for the year are shown in the Consoidated Statement of Income on page 23. The directors do not recommend payment of a dividend (2010: Ni). Principa risks and uncertainties The Group s strategy has been and continues to be the estabishment of ODM-guided fuid management using the CardioQ-ODM as a standard of care firsty in the Group s home market of the UK, then secondy in the USA and other major markets for medica technoogy both through direct saes and marketing and, where appropriate, through distribution partnerships. The Group reguary reviews its strategic options and financing arrangements to refect circumstances encountered from time to time. The directors have, therefore, identified the foowing as being the principa risks and uncertainties facing the Group: Changes in the rates of adoption of the Group s products in key markets. The avaiabiity to the Group of resources, incuding cash, to pursue its strategy. The credit risk in reation to the invoice discounting faciity is borne by the Company. Exposure to poitica risks in certain territories. The Group has estabished interna contros to assess the impact or potentia impact of actua deveopments affecting these risks. The Group has deveoped interna forecasting and reporting toos that are used to manage carefuy cash fow, production scheduing and stock hodings. A faster, or sower than expected change in the adoption of the Group s products coud expose the Group to suppy chain and production capacity risks. In addition, suppy chain disruptions such as deays or osses of inventory aso present a potentia risk to the Group s abiity to progress its strategic aims. The Group mitigates these risks through effective suppier seection, management and procurement practices. Key performance indicators At this stage of its deveopment, the Group s two key performance indicators are probe saes and the underying cash burn rate (i.e. the difference between normaised run-rates for revenues and costs). Research and deveopment The Group has an active research and deveopment programme aimed at reguary updating and further improving existing products and, in the onger term, broadening the range of the Group s products. The amount charged to the Consoidated Statement of Comprehensive Income in 2011 was 396,000 (2010: 282,000). The amount capitaised as an intangibe asset during 2011 was 347,000 (2010: 213,000), see note 12. Further information is given in the Operating Review on pages 4 to 7 and the Financia Review on pages 8 to 12. Financia risk management The Group s financia instruments comprise some cash and various items, such as trade receivabes, trade payabes and borrowings, that arise directy from its operations. It is, and has been throughout

18 16 Report and Accounts 2011 Directors Report continued the year under review, the Group s poicy that it does not undertake any trading in financia instruments. The Board reviews and agrees poicies for managing iquidity, interest rate, exchange rate risks, credit risks and capita risks. The poicies have remained unchanged throughout the year and are summarised beow: Liquidity risk The Group is principay managed to ensure that sufficient cash reserves and credit faciities are avaiabe to meet iquidity requirements. The Group has avaiabe to it an invoice discounting faciity with the Group s bankers to suppement working capita needs. From time to time, additiona funding is raised to aow the Group to invest in its strategic projects to deveop the business in its chosen markets. Management monitors roing forecasts of the Group s iquidity reserves which comprises undrawn invoice discounting faciities and cash and cash equivaents on the basis of expected cash fows. Currency risk The Group has overseas subsidiaries in the USA, Spain and Germany and as a resut the Group s stering baance sheet can be affected by movements in the US doar/euro/stering exchange rates. The Group aso has transactiona currency exposures. Such exposures arise from saes and purchases by operating units in currencies other than the unit s functiona currency. However, given the size of the Group s operations, the costs of managing exposure to currency risk exceed any potentia benefits and therefore the Group does not engage in any hedging in respect of currency risks. The directors wi revisit the appropriateness of this poicy shoud the Group s operations change in size or nature. Credit risk The Group is exposed to credit reated osses in the event of non-performance by counterparties in connection with financia instruments. The Group takes actions to mitigate this exposure by ensuring adequate background on credit risk is known about counterparties prior to contracting with them and through seection of counterparties with suitabe credit ratings and monitors its exposure to credit risk on an ongoing basis. The Group is aso exposed to credit reated osses and territory specific credit risk in the event of nonperformance by counterparties in connection with financia instruments. The maximum credit risk exposure at the baance sheet date is represented by the carrying vaue of financia assets and there are no significant concentrations of credit risk. For banks and financia institutions, ony independenty rated parties with a minimum rating of A are accepted. As at the date of signing the financia statements a cash and cash equivaents are hed with institutions with an A rating as per Standard & Poor s. Interest Rate Risk The Group has both interest-bearing assets and interest-bearing iabiities. The Group s poicy is to seek the highest possibe return on interest-bearing assets without bearing significant credit risk, and to minimise the rate payabe on interest-bearing iabiities. The Group paces its cash baances on deposit at foating rates of interest. Surpus cash baances are paced on short-term deposit (ess than three months). No interest rate swaps are used. Interest rate risk comprises both the interest rate price risk that resuts from borrowing at fixed rates of interest and aso the interest cash fow risk that resuts from borrowing at variabe rates. At this time, the majority of the Group s borrowings attract foating rates of interest and therefore the Group s principa interest rate risk is a cash fow risk. Capita risk The Group s objectives when managing capita are to safeguard the Group s abiity to continue as a going concern in order to provide future returns to sharehoders and benefits for other stakehoders and to maintain optima capita structure.

19 Report and Accounts Ordinary shares are cassified as equity. Incrementa costs directy attributabe to the issue of ordinary shares and share options are recognised as a deduction from equity, net of any tax effects. The Board s poicy is to maintain a strong capita base so as to maintain investor, creditor and market confidence and to sustain future deveopment of the business. The Board of directors monitors the demographic spread of sharehoders. The Board encourages empoyees to hod shares in the Company. This has been carried out through the Company s various executive share option pans. Fu detais of these schemes are given in note 22. Directors interests Nige Keen 5,759,660 5,633,804 Dr Edwin Snape 1,116,338 4,392,724 Sir Duncan Nicho 647, ,107 Ewan Phiips 1,309,773 1,159,773 Juian Cazaet 3,527,882 3,455,388 Pau Mitche 148, ,501 12,509,773 15,374, % 11.64% Amounts in itaics reate to percentage of issued share capita at 31 December 2011 and 31 December Dr Edwin Snape is a principa of Nexus Medica Partners II, L.P. On 19 Apri 2011, the Company was informed that Nexus Medica Partners had disposed of its entire hoding of 3,367,004 ordinary shares in the Company. In addition, Nexus oaned approximatey $518,518 to the Company s US subsidiary in 2008 by way of an unsecured oan note repayabe after five years. Interest on the oan note is to be charged at 4% per annum with a interest roing up for settement on redemption. Directors remuneration Detais of the share options of those directors who served during the year are as foows: At Granted At 1 January during Exercised Expired31 December Exercise Exercise Exercise price period period No. No. No. No. No. from to Ewan Phiips 2000 Executive Share 100,000 (100,000) Nov Nov-11 Option Scheme 60,000 60, Nov Nov , , Oct Oct , , Oct Oct , , Mar Mar , , Jun Jun , , Jun Jun , , Jun Jun Executive Share Option Scheme 1,000,000 1,000, Sep Sep-21 EMI Scheme* 583, , Mar Oct ,739 (104,656) 52, Mar Oct ,225 (45,344) 213, Mar May , , Mar Jun , , Apr Jun , , Jun Jun-19 43,478 43, Dec Dec-19 31,250 31, Mar Mar-20 34,884 34, Jun Jun , , Oct Oct-20 20,270 20, Dec Dec-20 13,636 13, Apr Apr , , Sep Sep ,388,740 1,521,328 (150,000) (100,000) 6,660,

20 18 Report and Accounts 2011 Directors Report continued At Granted At 1 January during Exercised Expired31 December Exercise Exercise Exercise price period period No. No. No. No. No. from to Pau Mitche 2000 Executive Share 12,000 12, Nov Nov-12 Option Scheme 28,000 28, Oct Oct , , Oct Oct , , Mar Mar , , Jun Jun , , Jun Jun , , Jun Jun Executive Share Option Scheme 300, , Sep Sep-21 EMI Scheme* 55,556 (55,556) Oct Oct ,231 (133,231) Sep Sep , ,231 (188,787) 915, A shares and options at 31 December 2011 and 31 December 2010 reated to ordinary 1p shares. * Enterprise Management Incentive Scheme Directors remuneration The remuneration paid to the directors was: Saary Saary 2011 fees and 2010 and fees Bonus Benefits Pension Tota benefits Bonus Pension Tota Juian Cazaet 24,000 24,000 24,000 24,000 Nige Keen 33,333 33,333 33,333 33,333 Pau Mitche 86,520 7,500 3,461 97,481 91,317 15,000 3, ,598 Duncan Nicho 24,000 24,000 24,000 24,000 Ewan Phiips 185,000 7,500 7, , ,500 7, ,900 Ed Snape 24,000 24,000 24,000 24, ,853 15,000 10, , ,150 15,000 10, , Throughout the year ended 31 December 2011, a amounts in respect of fees payabe regarding Nige Keen s services as director were made to Imperiaise Limited, a company of which Mr Keen is the soe director and the majority sharehoder. Directors bonus Discretionary bonuses have been awarded retrospectivey to executive directors, in respect of work carried out in the year ended 31 December 2010, through an Enterprise Management Incentive Scheme which aowed the directors concerned to sacrifice an eement of their entitement to cash bonuses in return for share options exercisabe at the nomina vaue of 1p per ordinary share. Exercise price Period covered Number of options Ewan Phiips January 2010 to January , Pau Mitche January 2010 to January , In addition to the amounts charged above, Ewan Phiips has eected to sacrifice his entitement to a cash increase in saary in return for share options exercisabe at 1p per shares as foows: Exercise price Period covered Number of options Ewan Phiips January 2011 to September , These have been charged to the Consoidated Statement of Comprehensive Income in accordance with IFRS Share based payments.