Going Concern and J&J12 Feb 2024 12:59
Funnily enough, the only statement that Marsden has uttered in the last year may have caused a huge problem for Synairgen, but at the same time may also bring shareholders relief far more quickly.
Auditors get nervous around pre-revenue companies, particularly listed ones, and stress-testing the Going Concern assertion is paramount; if they are not properly satisfied then they qualify the accounts. And then the LSE suspends the shares. And the BoD is forced to call in an insolvency advisor…
The Going Concern stress-test looks at the company’s ability to execute on its Business Plan for the next 12 months… from the actual date that the accounts are signed off, not the previous year-end. They could possibly even look to that 12 months from the date of the next AGM if they believe that the financial statements are going to be informing decision-making in that forum, I’m not sure, but certainly the 12 months start point is no earlier than the date the accounts are signed off. In Synairgen’s case, the last Annual report was signed off on 26th April. If consistent, this year’s audit will need to see financial projections showing the company is solvent until at least the end of April 2025.
Now, Marsden has said that the company can self-fund the P2 programme. The average cost of a P2 respiratory trial (and Synairgen want to run two) is around $12.2m according to this official report:
https://aspe.hhs.gov/sites/default/files/private/pdf/77166/rpt_erg.pdf
We “think” Synairgen is sitting on around £15m. And there will be R&D tax credits to come back in. So, Marsden’s Business Plan (if you can call it that) may well just be financeable in cash flow terms. But that’s not the way the auditor prudently assesses these things for Going Concern qualification. They will discount the R&D tax credit entirely because of uncertainty of receipt, no matter the probability. That leaves £15m to run the P2 trials and keep the company going until at least June 2025 (oh yes, the auditor will also want to see at least some leeway in the projections). All of this suggests a problem:
Marsden cannot row back from his Business Plan, and it does not seem to pass the Going Concern test.
What’s the solution? A third-party funding commitment, before the 2023 accounts are signed off. J&J may well be completing their DD currently. Let’s hope so.
Had Marsden not said that the company could finance the P2s (simplistically that may have been so, but not workable for a listed company complying with accounting rules) then this wouldn’t be this problem for him now. Perhaps the hubris has played to the shareholder’s advantage this time around, and we will shortly see a transaction completing and the SP lifting dramatically.
AIMHO. DYOR.