Half-year Results

Microsaic Systems plc (AIM: MSYS), the developer of micro-electronic instruments and analytical solutions, is pleased to announce its unaudited interim results for the six months ended 30 June 2023. The extensive research and development work behind our novel ProteinID, PFAS (forever chemicals) and acrylamide detection technologies has concluded with working test units following the period end. Building on our transition from unit (4500 MiD®) product mass spectrometer sales only to customer-centric service solutions in science and engineering services, the Company is now focusing on commercial testing, sales and servicing of these exciting new technologies.

A copy of these interim results is being made available on the Company's website at https://www.microsaic.com/investors/, and hard copies will be sent to shareholders who have requested communications in that format.

Highlights

• Unaudited revenues of £139k: a decrease of 81% on H1 2022 (£735k)
• EBITDA adjusted loss of £1,023k which is 55% higher than H1 2022 (£661k)
• Total comprehensive loss of £1,079k an increase of 53% compared to H1 2022 (£705k)
• Cash at 30 June 2023 was £587k (H1 2022: £2.56m)
• An agreement was signed with a new global technology distributor Avantor (via VWR International Ltd)
• Orders for 8 Units received for manufacture in H2 2023

Post Period Events

• Technical issues with the testing of key components from suppliers holding up the manufacturing process are being resolved with up to 10 units now in final test or being manufactured in H2 2023
• Unit orders shipped in H2 (including one demonstration unit) increased to 6 with sales revenue invoiced at £262k by year end
• July 2023: The DeepVerge plc announcement on 26 June 2023 about its dire financial position resulted in the outstanding debt of circa £1.3m to the Company not being settled. As a result, the Company's annual audited accounts could not be finalised and trading on AIM was then temporarily suspended on 3 July pending publication of the Company's annual audited accounts
• September 2023: Gerry Brandon resigned as Executive Chairman on 25 September and was replaced by Bob Moore who was previously a non-executive director of the Company
• October 2023: notice of redundancy was issued to all staff and notice given to close the Woking premises before year end
• December 2023: After private financing initiatives failed to complete and after considering delisting from AIM and putting the Company into administration the Board engaged Turner Pope Investments to raise sufficient capital with the objective of restoration of its shares to trading on AIM and make an asset acquisition. A targeted acquisition saw the Company enter into an Exclusivity Agreement with DeepVerge plc to acquire certain assets of its Modern Water business. This is part of the Company's growth strategy to offer a wider range of technologies and a more comprehensive service by enhancing our equipment manufacturing and supply capabilities.
• January 2024: The Company announced it has executed an Acquisition Agreement with DeepVerge plc and its subsidiary, Innovenn UK Limited, to acquire certain assets comprising the Modern Water business for a total consideration of £100,000 payable at completion. The Company also announced that Turner Pope Investments has successfully secured conditional funding commitments to raise gross proceeds of circa £2.1 million through a placing of 169,000,000 New Ordinary Shares. Net proceeds of the Placing (being £1.8 million) are to be deployed to satisfy the acquisition and support the capital needs of the Company as enlarged by the acquired Modern Water business which will be restarted under Microsaic's ownership.

Outlook

• The Board looks forward to the conclusion of commercial testing of our novel ProteinID and PFAS detection technologies during 2024 and increased production of our core 4500 MiD® units. Assuming the refinancing of the Company and acquisition of Modern Water technology and assets is completed, the Company intends to deploy these acquired technologies together with our existing and newly developed products in a growing worldwide market.

Bob Moore, Acting Executive Chairman of Microsaic Systems plc, commented:

"2023 has been a very difficult year for the Company and a total reset of the business has been required as a result. Nevertheless, the research and development work by our talented technical team and substantial investment over many years has resulted in novel detection technologies that are now ready for commercial testing and deployment into the market. We look forward to collaborating with large original equipment manufacturers (OEMs) to realise the potential of our products through their extensive sales and marketing channels."

Microsaic has over 20 years' experience in microelectronics and development of instrumentation. The Co mpany has an extensive and innovative patent portfolio in industry-leading technology designed and developed for "Industry 4.0" application serving markets in diversified Industries, Human and Environmental Health. Microsaic's very energy efficient micro system solutions have enabled analytical detection and characterisation at the point-of-need, whether within a mobile testing capability, conventional laboratory setting, or within a bioprocessing facility for continuous detection of data at multiple steps in the process workflow.

Chairman's Statement

We would like to thank our existing shareholders and new investors for the support they have shown for the refinancing of the Company and its growth plans which include the acquisition of the Modern Water business, both in early 2024.

We are delighted that the Company has been able to remain solvent after a total reset and by retaining our admission to trading on AIM the Company now has the necessary financing to complete the acquisition and provide capital to invest in and develop the enlarged business. The assets acquired are complementary to the existing Microsaic business model. Using the acquired assets we intend to restart the manufacture of the MicroTox® bio-reagents for water testing in the near term. Post acquisition we will seek positive cash generation from these new activities and look to benefit from growth opportunities and potential synergies over the longer term.

Microsaic's cost base has been dramatically reduced and we will now operate a much leaner, more efficient outsourced manufacturing and servicing model for our existing and acquired testing machine technologies. 2024 will prove to be a busy year. The objective is to reset and redesign the Company around a new and much more efficient cost model based on the integration of the enlarged business to optimise growth of sales, solutions and services income to be generated by the combined entities.

STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED)

FOR THE SIX MONTHS ENDED 30 JUNE 2023

Note that the above revenues in the 6 months to 20 June 2023 include £65,826 to DeepVerge plc subsidiaries (1H 2022: £546,718, FY22 £1,248,828). Although DeepVerge made payments to cover the revenues in the period, on 26 June 2023, DeepVerge announced that it would no longer be able to support its subsidiaries and was anticipating a sale or liquidation of these assets. The results above, subsequent performance in 2023 and expectations or forecasts for 2024 and beyond therefore need to be considered on the basis that no further payments and no further revenues are expected to be received from DeepVerge.

STATEMENT OF FINANCIAL POSITION (UNAUDITED) AS AT 30 JUNE 2023 30 June 30 June 31 December 2023 2022 2022 Notes Unaudited Unaudited Audited £ £ £ ASSETS Non-current assets Intangible assets 60,546 66,637 69,160 Property, plant and equipment 286,609 296,342 380,272 Right of use assets 38,018 90,554 54,005 Total non-current assets 385,173 453,533 503,437 Current assets Inventories 283,771 255,346 274,045 Trade and other receivables 448,392 1,112,605 594,364 Corporation tax receivable 342,519 387,032 514,009 Cash and cash equivalents 587,024 2,562,741 1,241,480 Total current assets 1,661,706 4,317,724 2,623,898 TOTAL ASSETS 2,046,879 4,771,257 3,127,335 EQUITY AND LIABILITIES Equity Share capital 1,731,413 1,731,413 1,731,413 Share premium 28,262,518 28,262,518 28,262,518 Share-based payment reserve 2,316,048 2,817,181 2,400,796 Retained losses (30,669,247) (28,616,601) (29,675,468) Total Equity 1,640,732 4,194,511 2,719,259 Current liabilities Trade and other payables 218,984 379,382 236,445 Lease liability 17,929 73,699 52,918 Total current liabilities 236,913 453,081 289,363 Non-current liabilities Provision 9 148,649 105,045 115,385 Lease liability 20,584 18,620 3,328 Total non-current liabilities 169,233 123,665 118,713 Total liabilities 406,146 576,746 408,076 TOTAL EQUITY AND LIABILITIES 2,046,879 4,771,257 3,127,335

STATEMENT OF CHANGES IN EQUITY (UNAUDITED)

AS AT 30 JUNE 2023

Share

based

STATEMENT OF CASH FLOWS (UNAUDITED) FOR THE SIX MONTHS ENDED 30 JUNE 2023

NOTES TO THE INTERIM FINANCIAL INFORMATION (UNAUDITED)

Nature of Operations

Microsaic Systems plc (the "Company") is registered in England and Wales. The Company's registered office is 1-7 Park Road, Caterham, Surrey CR3 5TB, with effect from 11 January 2024. The Company has no subsidiaries, so the financial information relates to the Company only. Microsaic is a high technology company developing compact, chip-based mass spectrometers that are designed to improve the efficiency of pharmaceutical R&D.

Basis of preparation

This report does not constitute statutory accounts as defined in Section 434 of the Companies Act 2006 and has not been audited. The financial information for the full preceding year is based on the statutory accounts for the year ended 31 December 2022. Those statutory accounts have been published and will shortly be filed with the Registrar of Companies. The auditor's report on those statutory accounts was unqualified.

The interim financial statements are presented in pounds sterling.

• Critical accounting estimates and judgements
• Revenues

Identify the contract(s) with a customer;

Identify the performance obligations in the contract; Determine the transaction price;

Allocate the transaction price to the performance obligations in the contract; and Recognise revenue when the entity satisfies a performance obligation.

The Company recognises revenue from the following four sources:

Sale of products;

Sale of consumables and spare parts; Product service and product support; and Consultancy services.

parts is recognised when the sole performance obligation is met which is usually on delivery to the customer. For product service, product support and consultancy services revenue, the performance obligation is satisfied over the duration of the service period and revenue is recognised in line with the satisfaction of the performance obligation.

Sale of products

The Company sells compact mass spectrometers (Microsaic 4500 MiD®) mainly through OEMs and Distributors. A small proportion of its sales are direct to the customer. Discounts are offered and agreed as part of the contractual terms. Terms are generally Ex Works so control passes when the customer collects the goods. Payment terms are generally 30 days from the date of invoice.

Sales of consumables and spare parts

Product service and product support revenue

Service and support to our OEMs and Distributors includes training their sales and service teams and servicing the products from time to time. Discounts are offered and agreed as part of the contractual terms. Terms are Ex Works so control passes when the customer receives the service. Payment terms are generally 30 days from the date of invoice.

The Company provides assurance warranties which are 15 months from the date of shipment for OEMs and Distributors. These warranties confirm that the product complies with agreed-upon specifications. The Company is looking to provide service warranties in the future to direct customers in Europe, where the revenue from such warranties will be recognised over the period of the service agreement.

Consultancy services revenue

The geographical analysis of revenues (by location of shipment) was as follows:

Note that the above revenues in the 6 months to 20 June 2023 include £65,826 to DeepVerge subsidiaries (1H 2022: £546,718, FY22 £1,248,828). However, on 26 June 2023, DeepVerge plc announced that it would no longer be able to support its subsidiaries and was anticipating a sale or liquidation of these assets. The results above, subsequent performance in 2023 and expectations or forecasts for 2024 and beyond therefore need to be considered on the basis that no further payments and no further revenues are expected to be received from DeepVerge.

Cost of sales

Cost of sales of products

The cost of sales of mass spectrometers and related equipment is the bought in purchase cost of the product or the transfer value from stock value if a unit has been previously written down. Usually, the sale is made on an Ex-Works basis but if it were not the cost of delivery to the customer is also included in cost of sales.

Cost of sales of consumables and spare parts

Cost of sales of product service and product support income

The cost of sales of service and support income is the time-based apportionment of the employment costs of the relevant staff spent on the delivery of the service and support income plus any related costs of fulfilment such as travel expenses and any externally incurred direct costs. For the purposes of cost of sales, the employment costs are considered to be salaries, pensions and employers national insurance but does not include share-based payments nor any apportionment of training or overheads.

Cost of sales of consultancy services revenue

Loss per share

The basic loss per share has marginally increased when compared with H1 2022. This was due to a 56% increase in the comprehensive loss, arising mainly from the 81% reduction in revenues.

Potential ordinary shares are not treated as dilutive as the Company is loss making, therefore the weighted average number of ordinary shares for the purposes of the basic and diluted loss per share are the same.

EBITDA Adjusted Loss

The dilapidations provision has been updated for the estimated impact of inflation.

Commitments

As at 30 June 2023, purchase commitments relating to purchase orders placed on, and related contractual arrangements and obligations, with our third-party manufacturers amounted to £559,800 (31 December 2022: £651,944).

Share-based payments

There were no Directors' fees settled in shares in the 6 month period to 30 June 2023.

Cash absorbed by operations

Related party transactions

During the period, Microsaic and DeepVerge plc ("DeepVerge") had two directors in common: Gerard Brandon and Nigel Burton. Gerard Brandon was Executive Chairman of Microsaic and CEO of DeepVerge until his resignation on 25 September 2023.

In the six months ended 30 June 2023, revenue from DeepVerge subsidiaries totalled £65,826 to (1H 2022: £546,718, FY22 £1,248,828). However, on 26 June 2023, DeepVerge plc announced that it would no longer be able to support its subsidiaries and was anticipating a sale or liquidation of these assets. The results above, subsequent performance in 2023 and expectations or forecasts for 2024 and beyond therefore need to be considered on the basis that no further payments and no further revenues are expected to be received from DeepVerge.

At 31 December 2022, £1,511,198 (2021: £247,412) inclusive of VAT was owed by DeepVerge to Microsaic relating to the supply of goods and services recognised as revenues for the year ended 31 December 2022. The Company had expected to receive material payments from DeepVerge beginning in December 2022, but in the absence of these and given the increasing levels of overdue payments from DeepVerge, the Company sought to reach a formal agreement with DeepVerge, as first announced in the RNS dated 18 April 2023. However, given the circumstances of DeepVerge's financial position, it was not possible to obtain written agreement although DeepVerge made initial payments in line with the informally agreed plan - hence the outstanding balance reduced from £1.5m to approximately £1.4m gross in early 2023.

On 26 June 2023 DeepVerge issued an RNS casting significant doubt on its ability to settle this debt. In preparing the accounts to 31 December 2022, given that it was the opinion of the directors that the conditions leading to this were in existence at 31 December 2022, a provision for expected credit losses of £1,130,169 (2021: £0) was recognised against this debt in the accounts to 31 December 2022. This represented the amount of outstanding debt at 26 June 2023, less recoverable VAT. No further provisions were made in relation to DeepVerge in the six months ended 30 June 2023.