IDP.L

InnovaDerma Plc
InnovaDerma PLC - Final Results
20th December 2021, 09:10
TwitterFacebookLinkedIn
To continue viewing RNS, please confirm that you are a Private Investor*

* A Private Investor is a recipient of the information who meets all of the conditions set out below, the recipient:

  1. Obtains access to the information in a personal capacity;
  2. Is not required to be regulated or supervised by a body concerned with the regulation or supervision of investment or financial services;
  3. Is not currently registered or qualified as a professional securities trader or investment adviser with any national or state exchange, regulatory authority, professional association or recognised professional body;
  4. Does not currently act in any capacity as an investment adviser, whether or not they have at some time been qualified to do so;
  5. Uses the information solely in relation to the management of their personal funds and not as a trader to the public or for the investment of corporate funds;
  6. Does not distribute, republish or otherwise provide any information or derived works to any third party in any manner or use or process information or derived works for any commercial purposes.
RNS Number : 1907W
InnovaDerma PLC
20 December 2021
 

InnovaDerma PLC

 ("InnovaDerma" or the "Group")

AUDITED FINAL RESULTS FOR THE YEAR ENDED 30 June 2021

InnovaDerma (LSE: IDP), a leading digitally focused UK beauty brand developer, announces its audited final results for the period ended 30 June 2021. 

 

Financial Highlights

 

 

FY2021

FY20201

Change

 

 

 

 

Revenue2

£10.2m

£13.2m

(22.7%)

Gross profit

£5.8m

£6.0m

(3.0%)

Gross margin

56.7%

45.2%

1150 bps

Adjusted EBITDA3

(£1.5m)

(£3.4m)

£1.9m

Basic EPS

(£0.13)

(£0.31)

£0.18

Cash and cash equivalents

£2.3m

£1.2m

£1.1m

 

1 See note 2.3 for a description of the prior year restatement.

2 On a constant currency basis

3 Adjusted EBITDA defined as EBITDA before non-recurring items, including impairments, abortive and restructuring costs. A reconciliation of adjusted EBITDA can be found in note 6 to the Group financial statements.

 

Operational Highlights

·  New executive management team, led by CEO Blake Hughes and Group Finance Director Andrew Dunderdale, made immediate and substantive performance improvements and put in place foundations for future growth.

 

·      Enhanced e-commerce operational excellence with 76% of customers giving Skinnytan.co.uk 5 stars.

 

·      Excellent Charles + Lee performance vs prior year despite the impact of COVID-19, with the brand refresh ready for further market rollout.

 

·     Shifted focus away from revenue generation at the expense of profits to an e-commerce led business to generate sustainable profitable growth.

 

·   Improved pricing model increased gross margins to 61.3% in second half, from 49.9% in first half, and compared to 51.6% for the prior year Jan-Jun 2020.

 

·      Successful, oversubscribed fundraise of £4.5 million (£4.0 million net of expenses) completed in April 2021.

 

Outlook

·      The Group continues to trade in line with expectations with a return to profitability in the year ending 30 June 2022.

 

·      UK tanning market consumer consumption now returning to historical levels.

 

·      Key foundations for future profitable growth in place:

•    UK-based executive management team.

•    Full year effect of improved and enhanced gross margin strategy.

•  2022 new product development pipeline delivered despite global manufacturing and logistics    challenges.

•    Strong cost control.

 

·      Drivers of future growth in place:

•      New high-reach Influencer Marketing Strategy: Partnership with Liberty Poole.

•     Global Amazon relationship already delivering material sales in lead UK market at a healthy margin.

•    Significantly upgraded packaging, with stronger sustainability profile, for both Skinny Tan and Charles + Lee.

•     Partnership agreement signed in December 2021 to accelerate sales of the Prolong medical device, with InnovaDerma plc retaining 45% stake in the business, and enabling the Group to focus on its topical products. .

 

 

Blake Hughes, CEO of InnovaDerma, said:

 

"I joined InnovaDerma in November 2020 and it was immediately apparent that substantial and business-wide change was required to ensure the Group could reach its full potential. We have great talent and a fantastic product range however the business was suffering from a lack of strategic and operational focus.

 

We have made the transformational interventions needed to improve the financial and structural foundations of the Group and deliver our goal of sustainable and profitable growth. The actions have and continue to take place, and it is satisfying to see our strategy already delivering, whether through increased margins or through improved customer ratings, with Skinny Tan now rated 5 stars by more than 3 out of every 4 visitors.

 

It is testament to the hard work of our employees that we progress through the pandemic in better shape than when we entered it, and I would like to take this opportunity to thank them all for their efforts.

 

We are wholly focused on driving sustainable and profitable growth, concentrating our resources on areas which will allow us to significantly grow shareholder value. It has been a challenging period for the Group however I strongly believe we have resolved the underlying issues that the Group faced and that we are well positioned for future profitable growth."

 

Further enquiries

InnovaDerma

Blake Hughes

 

c/o TB Cardew

finncap Ltd

Geoff Nash/Kate Bannatyne

Alice Lane - Corporate Broking

 

+44 (0)207 220 0500

www.finncap.com

TB Cardew

 

Shan Shan Willenbrock/

+ 44 (0)7775 848537

Olivia Rosser

+ 44 (0)7552 864250

 

innovaDerma@tbcardew.com

 

 

Non-Executive Chairman's statement

 

I am pleased to deliver my first report as Chairman of the Group, having been asked to fulfil that role on 11 January 2021.

 

At the time of my appointment, the Group was experiencing difficult trading conditions from the continued impact of COVID-19 and tighter movement restrictions that had been imposed across the UK over the important festive season. Whilst many other consumer facing companies were also impacted by COVID-19 during this time, InnovaDerma's problems were exacerbated by previous executive management's failure to take preventative measures to protect the business. The cash position was such that we had to immediately enter into a short-term loan agreement and set the wheels in motion for a significant fundraise, subsequently announced in April 2021.

 

The Board tasked Blake Hughes (who joined us in November 2020 as our new CEO) to implement a programme of significant change across the entire organisation to ensure that the Group was focused on the areas that would drive both immediate and substantive performance improvements whilst also allowing the Board to build the foundations for future growth. These measures included operational efficiency through the protection of profit and cash and strong overhead cost reductions, lower year-on-year inventory and lower cost digital targeting of existing customers; gross margin improvement by setting higher gross margin promotional hurdle rates; new products sold at full recommended retail price at launch; and improvements to the e-commerce journey for customers.

 

I'm pleased to report that we started to see the benefits of these changes in the second half of the year. We have made strong progress in rebuilding our gross margin, delivering a substantial H2 improvement of over 970 basis points versus same period in 2020. The margin improvement has been achieved by selling new products at higher gross margin, strictly controlling our global promotional spending and greater recovery of e-commerce delivery costs. Our Direct to Consumer ("DTC") revenues saw a marked and seasonal improvement during the second half of the year as expected but remains behind historical levels, which reflects lower category consumption due to UK Government restrictions on social gatherings and also the weather. Our Retail revenue momentum is returning, but levels have remained materially impacted by the restrictions on movement and social gatherings. We expect our retail performance to return in the coming months.

 

Despite the continued impact of COVID-19 restrictions, and the unseasonably poor weather in the UK over April and May, revenues increased in the second half to £6.1m (first half £4.1m) making £10.2m for the year; gross margins increased to 61.3% in second half (first half 49.9%) resulting in a gross margin of 56.7% for the year; EBITDA before non-recurring items significantly improves in the second half of the year, resulting in an adjusted EBITDA loss of £1.5m for the year.

 

The Group is undoubtedly in a stronger position than when I took over as Chairman. I am pleased with the progress that has been made to date and I believe that we now have the right platform to grow the business. I would like to thank the management team, employees and shareholders who have supported the Group over the last year.

 

Ross Andrews

Chairman

 

 

 

Strategic report: Chief Executive's report

 

When I joined the Group in November 2020, I said that I was excited at the opportunity to join InnovaDerma and re-build the business bringing with me the organisational and financial leadership that is required to succeed in the digital e-commerce driven world. We have since taken necessary steps to transform the business and it has been a year of significant change. We have shifted our focus away from revenue generation at the expense of profits to an e-commerce led business that is well-positioned to generate sustainable, profitable growth. I believe we have emerged as a new Group with a fundamentally stronger approach.

 

Strategy

 

I have focused the Group on a number of necessary operational and financial interventions to transform and future-proof the business. These actions will enable a return to profitability and a new focus on sustainable and profitable growth moving forward. The action plan focused on:

 

1.   Optimising our organisation

 

Our business is only as strong as our people and how they collaborate as a team. The focus has been to ensure that we have the right people, in the right country, with the right skills, focused on the right targets and powered by the right mindset. This has involved an appropriate movement of resource from Australia to the UK where we generate most of our revenue.

 

2.   Strengthen our financial foundations

 

This year has seen a significant strengthening of the balance sheet through the fundraise but also a focus on future profitable growth with a laser-like focus on improving gross margins, cutting low return costs and introducing real time accurate financial profitability metrics.

 

3.   Focusing our resources on our priority brands

 

Skinny Tan is InnovaDerma's flagship brand. Despite its clear success there remain significant profitable growth opportunities when compared to successful global beauty brands and it is therefore our number one priority. Our broader objective is to build a portfolio of global beauty growth brands. To enable us to do this successfully, we have adopted a stage gate process, incubating brands in a local market and expanding globally only once they have proven their sustainable potential within their local market. Given the effects of the pandemic we have further strengthened our e-commerce foundations in the UK market, through the previously untapped potential of Amazon.co.uk as a key driver of future profitable growth.

 

4.   Improve our customer experience online and in store

 

A full review of both our online customer journey as well as our relative performance in retail stores identified the need for strengthening our customer service, improved on-shelf navigation and improved at home product experience. Each of these areas have been addressed to ensure that we enter future peak consumption periods with a stronger chassis that will drive sustainable profitable growth.

 

5.   Modernising our customer acquisition marketing model

 

The Group has strong heritage in digital marketing, particularly with Facebook. As the digital landscape evolves, accelerated by the pandemic, this landscape has become increasingly competitive with escalating costs. We now have in place a modern nuanced digital strategy that leverages the full gamut of digital media, including a strong focus on cost effective e-mail marketing and a conversion optimised e-commerce site, that goes beyond a pure Facebook play.

 

 

Our performance

 

We have a new and well-defined strategy in place, and we are delivering against it.

 

Our gross margin improvement plan is showing strong results, as is our new customer acquisition digital marketing model and our focus on cost efficiencies. We have launched a suite of products on Amazon and our 2022 new product development programme has been turbo charged. Moreover, we are putting our customers at the heart of our planning, focusing on our priority brands and reducing complexity, with the clear objective of delivering sustainable, profitable revenue growth. As a Board we are optimistic about the future of the Group and excited about the potential of the Group's priority brands.

 

New product development continues to be a core sales generation strategy and a strength for the Group. Despite the pandemic Skinny Tan developed and launched 6 new SKUs which all achieved UK retail listing. Notox Beauty Elixir and the Strawberry & Cream Pink Whipped Tanner were the star performers establishing themselves in the top 10 products sold through our UK website in the period January to June 2021.

 

Key performance indicators (KPIs)

 

The Board are mindful that, although InnovaDerma plc is a UK listed company, many KPIs used by traditional, larger PLC businesses are not appropriate for a Group of our scale. Moreover, the effects of the pandemic have focused the Board even more on our core financial KPIs as outlined below.

 

KPI

Description

 

 

Revenue growth

Year-on-year revenue change. An indicator of product performance and relative market share.

Gross profit margin %

Revenue less cost of goods sold, as a percentage of revenue. A measure of pricing, production and purchasing efficiencies.

Adjusted EBITDA

Earnings before interest, tax, depreciation and amortisation, foreign exchange movements on (non-trading) intercompany loans, and non-recurring items including impairments, abortive and restructuring costs. Demonstrates the profitability of the underlying business by removing structural factors of the business unrelated to trade in the year.

Marketing spend efficiency

Marketing costs as a percentage of revenue. Marketing spend efficiency assessed value for money of marketing and its ability to drive sales efficiently and effectively.

 

 

 

The Group revenue performance was broadly in line with expectations delivering £10.2m, a decline of 23% (2020: £13.3m). The pandemic has affected each of our key markets at different times, triggering varying levels and durations of lockdown, which in turn had a dramatic effect on social interaction and beauty category consumption. The shift to e-commerce during the pandemic was positive for the Group but this was offset by the reduced category consumption and a surge in on-line advertising costs, particularly Facebook. This dampened revenue performance and had a corresponding impact on Group profitability. Despite unseasonably poor weather in the UK, Q4 saw a marked improvement in sales driven by retail revenue momentum which we believe will continue throughout the coming year.

 

Marketing spend efficiency was broadly flat at 39.5% of revenue in 2021 (2020: 39.4%). We are diversifying our marketing investment away from a majority-focus on Facebook to a more nuanced digital marketing strategy that includes higher spend through Google and via beauty influencers. The Group is targeting significant improvement in marketing efficiency over the coming year.

 

Operating loss before tax was £1.9m (2020 restated: £5.0m loss), and adjusted EBITDA loss was £1.5m (2020 restated: loss of £3.4m). Through January to June 2021, we took action to rebuild our gross margin, delivering over 970 basis points versus same period in 2020. This margin improvement was achieved by setting higher gross margin targets for new products, strictly controlling our global promotional spending and greater recovery of e-commerce delivery costs. This gross margin improvement strategy will continue into next year and we expect it to deliver enhanced profitability for the Group moving forward.

 

At 30 June 2021, the Group held net cash of £2.3m (2020: £1.2m) following the oversubscribed fundraise of £4.5 million (£4.0 million net of expenses) completed in April 2021. We are grateful for the strong vote of support from our shareholders and the Directors believe that the Group has sufficient working capital to return the business to profitability.

 

We also identified and addressed a number of incorrect accounting treatments adopted by previous management. These related to incorrectly capitalised marketing costs, non-impairment and non-amortisation of intangible assets, overstatement of inventory position and understatement of liabilities, and the incorrect treatment of foreign exchange movements. Please see note 2.3 of the notes to the consolidated financial statements for a description of the prior year restatement.

 

These corrections are a result of the Board's drive to strengthen internal control processes, led by the new executive and Audit Committee, implemented and maintained by a new finance team. Historic controls and record management have been reviewed, augmented and enhanced with a focus on visibility and transparency. Key interventions have included biweekly executive stock management review, enhanced monthly financial review and forecasting, and thorough accounting treatment review at both Board and Audit Committee levels.

 

These actions were necessary to ensure we have strong financial controls, clear and robust financial data for effective management decisions, and a strong foundation for sustainable profitable growth.

 

Brand Strategy

 

Our strategy is to first focus on Skinny Tan as it represents the biggest opportunity for the Group. Skinny Tan represents 88% of Group revenue (2021: £8.9m) but has significant room for growth, in both new and existing markets, when compared with other global beauty brands. Charles + Lee is our second priority brand. It has proven its potential in Australia and will be expanded globally when positive retail conditions return. Roots and Nuthing will remain in incubation in the UK, their home market, where we will further strengthen the proposition prior to any strategic rollout. As previously announced, our Life Science brands are non-core to the business.

 

Skinny Tan

 

Skinny Tan's performance has been heavily impacted by COVID-19, and the scale and timing of lockdowns in each of our key markets. Revenue for the year declined 23% to £8.9m (2020: £11.6m) but grew 47% in Australia to £0.6m (2020: £0.4m), where the impact of COVID-19 was lower in the peak period. This hints at future growth potential as category consumption returns globally. Innovation was a key driver of sales as reflected in the successful launches of Notox Beauty Elixir and Strawberry and Cream Tanner. Both products were in our top 5 sellers through our UK DTC business. Skinnytan.co.uk is now rated 5 stars by more than 3 in every 4 customers. We have responded to higher Facebook advertising costs by moving to a multichannel digital marketing model that leverages lower cost email marketing and Google advertising, alongside existing Facebook advertising. Going forward we will continue to evolve our marketing model, including greater use of our Influencer Liberty Poole to maximise the ROI of our marketing investment.

 

Charles + Lee

 

Charles + Lee, our affordable, no-nonsense, high performance Australian men's skin care and grooming range, has been a star performer. Revenue has grown 35% globally (2021: £0.5m, 2020: £0.4m) led by its home market, Australia. The brand offering is now sharper and its footprint growing across new and existing stores and e-commerce. The success of its Christmas gifting offering indicates that the brand is ready for further expansion when the retail environment is more favourable. Distribution remains focused on department stores and high-end pharmacies, complimented by our e-commerce offering.

 

Roots

 

Revenue for our premium hair care brand fell by 48% to £0.4m (2020: £0.8m) as a result of changed consumer shopping patterns in the haircare category. In particular pharmacies, where we are listed along with Boots and Superdrug, lost significant market share during lockdown to the grocery distribution channels. Whilst we do believe shopping patterns will normalise over the coming 12 months, the anti-hair loss space in the UK now has a significantly more market entrants. We will look to sharpen the proposition and incubate the brand in order to generate sales growth once again, prior to any further strategic expansion.

 

Nuthing

 

Nuthing (2021: £0.2m, 2020: £0.3m), an innovative range of products for hair removal, was listed in Superdrug as retail exclusive in February 2020 just weeks before the UK entered its first COVID-19 lockdown. As a result of this and subsequent lockdowns, the UK instore launch did not fully complete and the brand remains in our incubation category. We will refine and optimise the proposition, and agree a timeline for relaunch with Superdrug, in due course. We remain confident in the potential for innovation in this category and believe the fun and great-smelling proposition is differentiated to other products in the category today.

 

Life Sciences

 

The Group completed its review of the Life Science brand portfolio and has determined that the Prolong brand has limited synergies with the Topical brand portfolio, particularly given the differing regulatory requirements. The board remains confident in Prolong as a brand and its patent-protected technology. However, given its small scale and unique regulatory needs, we identified a partnership as the most suitable option to grow the brand and maximise shareholder value. In December 2021, InnovaDerma plc entered into an agreement with Mark Ward, Non-Executive Director of the Group, to accelerate and develop the Prolong brand. InnovaDerma plc will retain a 45% ownership stake in the Ergon Medical Limited, previously wholly owned by InnovaDerma plc, with the remaining 55% being acquired by Mark Ward for a value of £275k. Our three-to-five year strategy is to realise significant shareholder value through either IPO, private equity or trade sale.

 

The Group has concluded that Grow Lase has no ongoing value and has been discontinued at minimal cost.

 

People

 

I would like to thank our employees, partners and shareholders for your support and commitment in what has been a transformational year. I look forward to sharing our continued progress with you.

 

At 30 June 2021, there were 20 women (2020: 24) employed across the Group making 53% (2020: 55%) of our workforce. Of these employees, 6 senior managers were female. No women were directors. This is an important consideration for future Board appointments.

 

Environment

 

The Group continuously monitors its environmental profile and implemented a new sustainability strategy. By the end of 2023 the Group pledges to:

 

•           Ensure all bottles are 100% recyclable;

•           Eliminate single use plastic from secondary packaging;

•           All cardboard used will be FSC certified; and

•           All bottles and tubes will be made from at least 30% recycled plastic.

 

Outlook

 

The Board is optimistic that the transformation plan enacted this year, as well as underlying improved consumer consumption versus last year, will enable the business to return to profitability this year. The Group has been trading in line with expectations, with retail momentum steadily returning in the UK beauty category to pre-pandemic levels. However, the recent rise of the Omicron variant of COVID-19 has led UK retailers delaying a number of December orders into early 2022. The organisation is now UK-led with key foundations in place for future profitable growth: higher gross margins, enhanced new product development pipeline and stronger cost control. Moreover, we believe our strategic partnership with leading UK Influencer Liberty Poole, our relationship with Amazon globally and our key brand packaging upgrades will be key catalysts for growth this coming year. The new executive management team now have a solid foundation to enable the Group to grow profitably and we remain confident in achieving that in the year ending 30 June 2022.

 

 

Consolidated statement of comprehensive income

For the year ended 30 June 2021

 

 

Note

2021

£'000

 

2020 (restated1)

£'000

 

 

 

 

 

Continuing operations

 

 

 

 

Revenue

5

10,211

 

13,212

Cost of sales

 

(4,421)

 

(7,241)

 

 

 

 

 

Gross profit

 

5,790

 

5,971

 

 

 

 

 

Marketing expenses

 

(4,036)

 

(5,200)

Wages and salaries expenses

 

(1,731)

 

(1,888)

Administrative expenses

 

(1,902)

 

(2,730)

Impairment of goodwill

 

-

 

(1,198)

 

 

 

 

 

Loss from operations

6

(1,879)

 

(5,045)

 

 

 

 

 

Finance cost

9

(4)

 

(1)

 

 

 

 

 

Operating loss before tax

 

(1,883)

 

(5,046)

 

 

 

 

 

Taxation

10

(371)

 

483

 

 

 

 

 

Operating loss after tax

 

(2,254)

 

(4,563)

 

 

 

 

 

Other comprehensive Income

 

 

 

 

Exchange income on foreign currency net investments

 

20

 

84

 

 

 

 

 

Total comprehensive expense for the period

 

(2,234)

 

(4,479)

 

 

 

 

 

Attributable to:

 

 

 

 

Owners of the parent

 

(2,246)

 

(4,430)

Non-controlling interests

 

12

 

(49)

 

 

 

 

 

Loss per share

11

 

 

 

Basic and diluted (£)

 

(0.13)

 

(0.31)

 

1 See note 2.3 for a description of the prior year restatement.

Consolidated Statement of Financial Position

As at 30 June 2021

 

 

Note

£'000

2021

£'000

 

£'000

2020

(restated1)

£'000

 

£'000

2019

(restated1)

£'000

Non-current assets

 

 

 

 

 

 

 

 

 

Goodwill

12

 

439

 

 

439

 

 

1,637

Other intangible assets

13

 

230

 

 

124

 

 

325

Property, plant and equipment

14

 

233

 

 

149

 

 

52

Deferred tax asset

17

 

-

 

 

384

 

 

234

 

 

 

 

 

 

 

 

 

 

 

 

 

902

 

 

1,096

 

 

2,248

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

2,338

 

 

1,241

 

 

2,043

 

Inventories

16

1,808

 

 

1,275

 

 

1,951

 

Trade and other receivables

18

1,896

 

 

1,590

 

 

3,176

 

 

 

 

 

 

 

 

 

 

 

 

 

6,042

 

 

4,106

 

 

7,170

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

Trade and other payables

19

(3,547)

 

 

(3,470)

 

 

(3,177)

 

 

 

 

 

 

 

 

 

 

 

Net current assets

 

 

2,495

 

 

636

 

 

3,993

 

 

 

 

 

 

 

 

 

 

Total assets less current liabilities

 

 

3,397

 

 

1,732

 

 

6,241

 

 

 

 

 

 

 

 

 

 

Net assets

 

 

3,397

 

 

1,732

 

 

6,241

 

 

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

 

 

 

Share capital

20

 

2,859

 

 

1,738

 

 

1,738

Share premium account

21

 

11,193

 

 

8,288

 

 

8,288

Merger reserve

 

 

(721)

 

 

(721)

 

 

(721)

Foreign exchange reserve

 

 

282

 

 

262

 

 

178

Share-based payment reserve

 

 

10

 

 

78

 

 

-

Accumulated losses

 

 

(10,262)

 

 

(7,941)

 

 

(3,390)

 

 

 

 

 

 

 

 

 

 

Equity attributable to owners of parent

 

 

3,361

 

 

1,704

 

 

6,093

 

 

 

 

 

 

 

 

 

 

Non-controlling interest

 

 

36

 

 

28

 

 

148

 

 

 

 

 

 

 

 

 

 

Total equity

 

 

3,397

 

 

1,732

 

 

6,241

 

1 See note 2.3 for a description of the prior year restatement.

 

Consolidated Statement of Changes in Equity

 

Share capital

£'000

Share premium

£'000

Merger reserve

£'000

Foreign exchange reserve

£'000

Share-based payment reserve

£'000

Accumulated losses attributable to owners of parent

£'000

Equity attributable to owners of parent

£'000

Non-controlling interests

£'000

Total equity

£'000

 

 

 

 

 

 

 

 

 

 

Balance at 1 July 2019 as previously reported

1,736

8,288

(721)

(172)

-

1,291

10,422

319

10,741

 

 

 

 

 

 

 

 

 

 

Restatements

2

-

-

350

-

(4,681)

(4,329)

(171)

(4,500)

 

 

 

 

 

 

 

 

 

 

Balance at 1 July 2019 (restated1)

1,738

8,288

(721)

178

-

(3,390)

6,093

148

6,241

 

 

 

 

 

 

 

 

 

 

Loss for the period

-

-

-

-

-

(4,514)

(4,514)

(49)

(4,563)

Exchange difference on translation of foreign operations

-

-

-

84

-

-

84

-

84

 

 

 

 

 

 

 

 

 

 

 

Total comprehensive income for the year

-

-

-

84

-

(4,514)

(4,430)

(49)

(4,479)

 

 

 

 

 

 

 

 

 

 

Share-based payment expense

-

-

-

-

78

-

78

-

78

Increase holding in subsidiary

-

-

-

-

-

(37)

(37)

(71)

(108)

 

 

 

 

 

 

 

 

 

 

Balance at 30 June 2020 (restated1)

1,738

8,288

(721)

262

78

(7,941)

1,704

28

1,732

 

 

 

 

 

 

 

 

 

 

Loss for the period

-

-

-

-

-

(2,266)

(2,266)

12

(2,254)

Exchange difference on translation of foreign operations

-

-

-

20

-

-

20

-

20

 

 

 

 

 

 

 

 

 

 

Total comprehensive income for the year

 

 

-

20

-

(2,266)

(2,246)

12

(2,234)

 

 

 

 

 

 

 

 

 

 

Issue of new shares

1,121

3,379

-

-

-

-

4,500

-

4,500

Issue costs deducted from equity

-

(474)

-

-

-

-

(474)

-

(474)

Share-based payment credit

-

-

-

-

(68)

-

(68)

-

(68)

Increase holding in subsidiary

-

-

-

-

-

(55)

(55)

(4)

(59)

 

 

 

 

 

 

 

 

 

 

Balance at 30 June 2021

2,859

11,193

(721)

282

10

(10,262)

3,361

36

3,397

For the year ended 30 June 2021

 

1 See note 2.3 for a description of the prior year restatement.

 

Consolidated Statement of Cash Flows

For the year ended 30 June 2021

 

 

Note

£'000

2021
£'000

 

£'000

 

2020

(restated1)
£'000

 

 

 

 

 

 

 

Net cash (used in)/inflow from operating activities

24

 

(2,559)

 

 

(601)

 

 

 

 

 

 

 

Investing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

Consideration paid for increased shareholding of subsidiary

 

(59)

 

 

(109)

 

Purchases of property, plant and equipment

 

(114)

 

 

(108)

 

Capitalisation of development costs

 

(220)

 

 

(82)

 

 

 

 

 

 

 

 

Net cash used in investing activities

 

 

(393)

 

 

(299)

 

 

 

 

 

 

 

Financing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

Net proceeds on issue of shares

 

3,526

 

 

-

 

Proceeds from borrowings

 

500

 

 

-

 

Interest paid

 

(4)

 

 

(1)

 

 

 

 

 

 

 

 

Net cash generated/(used) from financing activities

 

 

4,022

 

 

(1)

 

 

 

 

 

 

 

Net increase/(decrease) in cash and cash equivalents

 

 

1,070

 

 

(901)

 

 

 

 

 

 

 

Cash and cash equivalents at beginning of year

 

 

1,241

 

 

2,043

 

 

 

 

 

 

 

Effect of foreign exchange rate changes

 

 

27

 

 

99

 

 

 

 

 

 

 

Cash and cash equivalents at end of year

 

 

2,338

 

 

1,241

 

1 See note 2.3 for a description of the prior year restatement.

 

Notes to the consolidated financial statements

For the year ended 30 June 2021

 

1.       General information

 

InnovaDerma plc is a Group incorporated and domiciled in England and Wales under the Companies Act 2006. The address of its registered office is 27 Old Gloucester Street, London, United Kingdom, WC1N 3AX.

 

The principal activity of the Group is the development, distribution and sale of skincare, haircare, beauty and life science products in the markets that it operates.

 

2.       Accounting policies and critical accounting judgements

 

2.1 Basis of preparation

 

These financial statements are presented in pounds sterling because that is the currency of the primary economic environment in which the Group operates. Foreign operations are included in accordance with the policies set out in note 2.8.

 

The Group's financial information has been prepared in accordance with International Financial Reporting Standards ("IFRS") in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006 and international financial reporting standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union, and on a basis consistent with that adopted in the previous year.

 

New standards that have been adopted in the annual financial statements for the year ended 30 June 2021, but have not had a significant effect on the Group are:

 

·      IAS 1 Presentation of Financial Statements and IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors (Amendment - Definition of Material)

·      IFRS 3 Business Combinations (Amendment - Definition of Business)

·      Revised Conceptual Framework for Financial Reporting

 

The Board are evaluating the impact of the adoption of all other standards, amendments and interpretations but do not expect them to have a material impact on the Group operation or results.

 

Certain standards, amendments to, and interpretations of, published standards have been published that are mandatory for the Group's accounting years beginning on or after 1 January 2021 or later years and which the Group has decided not to adopt early:

 

·      Onerous Contracts - Cost of Fulfilling a Contract (Amendments to IAS 37) (effective for periods commencing on or after 1 January 2022);

·      IFRS 17: Insurance Contracts (effective for periods commencing on or after 1 January 2023);

·      Property, Plant and Equipment: Proceeds before Intended Use (Amendments to IAS 16) (effective for periods commencing on or after 1 January 2022);

·      Annual Improvements to IFRS Standards 2018-2020 (Amendments to IFRS 1, IFRS 9, IFRS 16 and IAS 41) (effective for periods commencing on or after 1 January 2022); and

·      References to Conceptual Framework (Amendments to IFRS 3) (effective for periods commencing on or after 1 January 2022).

 

The above listed changes are not anticipated to have a material impact on the Group's financial statements.

 

The financial statements have been prepared on the historical cost basis modified for assets recognised at fair value on acquisition. Historical cost is generally based on the fair value of the consideration given in exchange for the assets. The principal accounting policies adopted are set out below.

 

2.2 Going concern

 

The Directors have, at the time of approving the financial statements, a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. In reaching this conclusion the Directors have considered the financial position of the Group, its cash, liquidity position and borrowing facilities together with its forecasts and projections for 12 months from the approval date that take into account reasonably possible changes in trading performance. The going concern basis of accounting has therefore continued to be adopted in preparing the financial statements.

 

The Group has taken into account the uncertainty due to the economic impact of COVID-19, and has made prudent forecasts, incorporating mitigating actions, based on current knowledge. It has also secured a CBILS loan of £950k, drawn down in full on 2 July 2021.

 

2.3 Prior year restatement

The Group has restated the prior year comparatives to correct the following prior period accounting errors:

·      To expense marketing costs incorrectly capitalised totalling £1,249k for the year ended 30 June 2018, £984k for the year ended 30 June 2019, and £840k for the year ended 30 June 2020.

·      Write down inventory due to incorrect allocation of cost of sales by £413k in the year ended 30 June 2019 and by £1,428k in the year ended 30 June 2020.

·      Reclassify Prolong intellectual property of £1,423k, prior to impairment, to goodwill to reflect the underlying nature of the April 2017 acquisition of Ergon Medical Limited.

·      Impairment of goodwill on acquisitions of £2,566k relating to Leimo / Grow Lase, Prolong and Stevie K, to correctly reflect note 2.6.

·      An amortisation charge relating to intangible assets, totalling £489k for the year ended 30 June 2018, £235k for the year ended 30 June 2019, and £215k for the year ended 30 June 2020, to correctly reflect note 2.11.

·      £701k reduction in goodwill of Skinny Tan, due to incorrect accounting for step acquisition of Skinny Tan Pty Ltd.

·      Register accruals totalling £392k for audit, tax and legal fees and bonus payments predominantly for the year ended 30 June 2020.

·      Recognise £140k expense relating to PAYE and VAT payments in the year ended 30 June 2019.

·      Recognise expense totalling £109k incorrectly recorded as prepayments in the year ended 30 June 2018.

·      Register £60k bad debt provision relating to the year ended 30 June 2020.

·      Recognise £78k share-based payment expense in the statement of changes in equity for the year ended 30 June 2020, reallocated from the statement of comprehensive income.

·      £410k intercompany loan exchange movements reallocated from foreign exchange reserve to administrative expenses

·      Recognise corporation tax charges for the year ended 30 June 2017 of £217k and for the year ended 30 June 2018 of £118k.

·      Derecognise a deferred tax asset of £402k due to uncertainty of sufficient future profits in those subsidiaries.

·      Reduce corporation tax liability by £1,387k as a result of the above-listed adjustments.

·      Reduce the non-controlling interest by £181k as a result of the above-listed adjustments.

 

These changes have had a material impact on the Group's reported statement of comprehensive income and statement of financial position for the financial year 30 June 2020. Please refer to note 31 for further details of the restatement.

 

2.4 Basis of consolidation

 

The consolidated financial statements incorporate the results and net assets of the Group and entities controlled by the Group (its subsidiaries) made up to 30 June each year. Control is achieved where the Group has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

 

The results of subsidiaries acquired during the year are included in the Consolidated Statement of Comprehensive Income from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the results of subsidiaries to bring the accounting policies used in line with those used by the Group. All intra-group transactions, balances, income and expenses, and profits are eliminated on consolidation.

 

2.5 Business combinations

 

Business combinations occur where an acquirer obtains control over one or more businesses.

 

A business combination is accounted for by applying the acquisition method, unless it is a combination involving entities or businesses under common control. The business combination will be accounted for from the date that control is attained, whereby the fair value of the identifiable assets acquired, and liabilities assumed (including contingent liabilities) is recognised, subject to certain limited exceptions.

 

All transaction costs incurred in relation to business combinations are expensed to the Statement of Comprehensive Income. The acquisition of a business may result in the recognition of goodwill or a gain from a bargain purchase.

 

2.6 Goodwill

 

Goodwill is carried at cost less any accumulated impairment losses. Goodwill is calculated as the excess of the sum of:

·   the consideration transferred;

·   any non-controlling interest (determined under either the full goodwill or proportionate interest method); and

·   the acquisition date fair value of any previously held equity interest; over the acquisition date fair value of net identifiable assets acquired.

 

Goodwill on acquisition of subsidiaries is included in intangible assets.

Goodwill is tested for impairment annually and is allocated to the Group's cash-generating units or groups of cash-generating units, representing the lowest level at which goodwill is monitored being not larger than an operating segment. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not reversed in a subsequent period.

 

Changes in the ownership interests in a subsidiary that do not result in a loss of control are accounted for as equity transactions and do not affect the carrying amounts of goodwill.

 

2.7 Non-controlling interests

 

The interest of non-controlling shareholders in subsidiary companies (holdings of less than 50%), are initially recognised at fair value. Subsequent results of the subsidiary are apportioned to the non-controlling interests in proportion to their shareholding.

 

2.8 Foreign currencies

 

The individual results of each Group company are presented in the currency of the primary economic environment in which it operates (its functional currency). For the purpose of the consolidated financial statements, the results and financial position of each Group company are expressed in pounds sterling, which is the functional currency of the Group, and the presentation currency for the consolidated financial statements.

 

For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group's foreign operations are translated at exchange rates prevailing on the reporting date. Income and expense items are translated at the average exchange rates for the period. Exchange differences arising, if any, are recognised in other comprehensive income and accumulated in equity.

 

Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised directly in other comprehensive income and are credited/(debited) to the foreign exchange reserve.

 

2.9 Revenue recognition

 

Revenue represents the value, net of sales taxes, of goods sold to customers. Revenue is recognised at a point in time when a product has been delivered to the customer and control has transferred to the customer. Revenue on sales to retail customers is recognised upon receipt of a valid PO and successful delivery to the customer warehouse; revenue on direct-to-consumer ("DTC") sales is recognised upon successful delivery to the customer. The Company's revenue is derived from fixed price unit prices and therefore the amount of revenue to be earned from each transaction is determined by reference to those fixed prices.

 

2.10 Taxation

 

Tax expense represents the total of tax currently payable and deferred tax charge.

 

i)     Current tax

 

The tax expense, or credit, is chargeable on the taxable loss for the year. Taxable loss differs from operating loss before tax due to items not tax deductible. The current tax charges are calculated using tax rates that have been enacted or substantively enacted at the reporting date.

 

ii)    Deferred tax

 

Deferred tax assets and liabilities are calculated at the tax rates expected to be effective at the time the timing differences are expected to reverse. Deferred tax assets and liabilities arise on timing differences between the recognition of gains and losses in the financial statement and recognition in the tax computation.

 

A net deferred tax asset is recognised only if it can be regarded as more likely than not that there will be suitable taxable profits from which future reversal of the underlying timing differences can be deducted.

 

Deferred tax assets and liabilities are offset where the Group has a right to offset the current tax assets and liabilities, and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

 

2.11 Intangible assets

 

All intangible assets are stated at their amortised cost or fair value at initial recognition less any provision for impairment. Amortisation is calculated at rates estimated to write off the cost of the relevant assets on a straight-line basis over their expected useful lives. It is applied at the following rates:

 

Intellectual property rights                      3 years

Product development costs                   3 years

Capitalised software                              3 years

 

An intangible asset shall be derecognised on disposal, or when no future economic benefits are expected from its use or disposal.

 

2.12 Research and development

 

Research expenditure is written off as incurred.  Expenditure on internally developed products is capitalised if it can be demonstrated that:

 

·      It is technically feasible to development product for it to be available for use or sold;

·      Adequate technical, financial and other resources are available to complete the development;

·      There is an intention to complete and sell or use the product;

·      There is an ability for the Group to sell the product;

·      Sale of the product will generate future economic benefits; and

·      Expenditure on the project can be measured reliably.

 

Costs are capitalised as intangible assets unless physical assets, such as tooling, exist and are classified as property, plant and equipment.

 

2.13 Property, plant and equipment

 

Property, plant and equipment are initially recorded at cost. Once the asset is available for use, depreciation is calculated at rates estimated to write off the cost of the relevant assets on a straight-line basis over their expected useful economic lives. It is applied at the following rates:

 

Computer equipment                             3 years

Office equipment                                  3 years

Fixtures and fittings                               3 years

 

2.14 Inventories

 

Inventories are stated at the lower of cost and net realisable value. Cost is determined using the first-in, first-out (FIFO) method. The cost of finished goods and work in progress comprises design costs, raw materials, direct labour, and other direct costs, based on normal operating capacity. It excludes borrowing costs. Net realisable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses.

 

Provisiona are made for obsolete, slow-moving or defective items where appropriate.

 

2.15 Provisions for liabilities

Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, it is more likely than not that an outflow of resources will be required to settle the obligation, and the amount can be reliably estimated. Such provisions are measured at the present value of management's best estimate of the expenditure required to settle the present obligation at the reporting date. Provisions are not recognised for future operating losses.

 

2.16 Financial instruments

A financial instrument is any contract that gives rise to a financial asset of on entity and a financial liability or equity instrument of another.

(a) Financial assets

Initial recognition and measurement

Financial assets are classified, at initial recognition, and subsequently measured at amortised cost or fair value through profit and loss.

The classification of financial assets at initial recognition that are debt instruments depends on the financial asset's contractual cash flow characteristics and the Group's business model for managing them. The Group initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs.

The Group's business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both.

Subsequent measurement

For purposes of subsequent measurement, financial assets are classified as follows:

·      Financial assets at amortised cost (debt instruments)

·      Financial assets at fair value through profit or loss

Financial assets at amortised cost (debt instruments)

This category is the most relevant to the Group. The Group measures financial assets at amortised cost if both of the following conditions are met:

·      The financial asset is held within a business model with the objective to hold financial assets in order to collect contractual cash flows; and

·      The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Financial assets at amortised cost are subsequently measured using the effective interest rate ("EIR") method and are subject to impairment. Interest received is recognised as part of finance income in the Statement of Comprehensive Income. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired. The Group's financial assets at amortised cost include trade and other receivables.

Derecognition

 

A financial asset (or, where applicable, a part of a financial asset or part of a Group of similar financial assets) is derecognised when:

 

·      The rights to receive cash flows from the asset have expired; or

·      The Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a 'pass-through' arrangement; and either (a) the Group has transferred substantially all the risks and rewards of the asset, or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

 

 

 

 

Impairment of financial assets

 

The Group recognises an allowance for expected credit losses ("ECLs") for all debt instruments not held at fair value. For trade and other receivables due in less than 12 months, the Group applies the simplified approach in calculating ECLs, as permitted by IFRS 9. Therefore, the Group does not track changes in credit risk, but instead, recognises a loss allowance based on the financial asset's lifetime ECL at each reporting date.

 

The Group considers a financial asset in default when contractual payments are 90 days past due. However, in certain cases, the Group may also consider a financial asset to be in default when internal or external information indicates that the Group is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Group.

 

A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows and usually occurs when past due for more than one year and not subject to enforcement activity. At each reporting date, the Group assesses whether financial assets carried at amortised cost are credit-impaired. A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.

 

 (b) Financial liabilities

 

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, or payables as appropriate. All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs. The Group's financial liabilities include trade and other payables and loans.

 

Subsequent measurement

 

The measurement of financial liabilities depends on their classification, as described below:

 

Financial liabilities at fair value through profit or loss

 

Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss. Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term. Gains or losses on liabilities held for trading are recognised in the statement of profit or loss and other comprehensive income.

 

Loans and borrowings and trade and other payables

 

After initial recognition, interest-bearing loans and borrowings and trade and other payables are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in the Statement of Comprehensive Income when the liabilities are derecognised, as well as through the EIR amortisation process.

 

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of comprehensive income.

 

This category generally applies to trade and other payables.

 

Derecognition

 

A financial liability is derecognised when the associated obligation is discharged or cancelled or expires.

 

When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the Statement of Comprehensive Income.

 

 

2.17 Share-based payments

 

Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of the equity instruments at the grant date and is expensed on a straight-line basis over the vesting period, usually three years. In accordance with IFRS 2, from a single entity perspective, InnovaDerma plc recognises an increase in investment and corresponding increase in equity to represent the settlement. Details regarding the determination of the fair value of equity-settled share-based transactions are set out in note 25.

 

At each statement of financial position date, the Group revises its estimate of the number of equity instruments expected to vest as a result of the effect of non-market-based vesting conditions and taking account of the average time in employment across the year. The impact of the revision of the original estimates, if any, is recognised in the consolidated statement of comprehensive income such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the consolidated statement of changes in equity.

 

2.18 Cash and cash equivalents

 

In the consolidated statement of cash flows, cash and cash equivalents includes cash at bank held by the Group.

 

3.       Critical accounting judgements and key sources of estimation uncertainty

 

In the application of the Group's accounting policies, which are described in note 2, the Directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

 

The following are the critical judgements that the Directors have made in the process of applying the Group's accounting policies and that have the most significant effect on the amounts recognised in the financial statements.

 

Deferred tax asset recoverability

 

A deferred tax asset is recognised only if it can be regarded as more likely than not that there will be suitable taxable profits from which future reversal of the underlying timing differences can be deducted. Management exercise judgement in determining whether suitable taxable profits are likely for the relevant subsidiaries of the Group on a timely basis. The review is conducted using the subsidiaries' recent forecasts and future growth plans.

 

Impairment reviews

 

Management conducts annual impairment reviews of the Group's non-current assets on the Group consolidated Statement of Financial Position. This includes a review of goodwill annually, of development costs where IAS 36 requires it, and other assets as the appropriate standards prescribe. Any impairment review is conducted using the Group's future growth targets regarding its key markets. Sensitivities are applied to the growth assumptions to consider any potential long-term impact of current economic conditions, such as the impact caused by the COVID-19 pandemic. Provisions are made where the recoverable amount is less than the current carrying value of the asset. Further details as to the estimation uncertainty and the key assumptions are set out in note 12.

 

Research and development

 

As described in note 2.12, Group expenditure on new product development activities is capitalised if it meets the criteria as per IAS 38. Management have exercised and applied judgement when determining whether the criteria of IAS 38 is satisfied in relation to development costs. As part of this judgement process, management establish the future economic benefit relating to the product or process, evaluate the operational plans to complete the product development and establish where the development is positioned on the Group's product development road map and assess the costs against IAS 38 criteria. This process involves input from the operational, financial and commercial functions and is based upon detailed project cost analysis of both time and materials.

 

 

4.         Operating segments

 

The Group derives revenue from the sale of skin and beauty, haircare and life science products. The income streams are all derived from the utilisation of these products which, in all aspects except details are revenue, are reviewed and managed together within the Group and as such are considered to be only one segment.

 

A geographical analysis of the revenue from the Group's customers, by destination, is as follows:

 

 

2021

£'000

 

2020

(restated)

£'000

 

 

 

 

 

United Kingdom

 

7,919

 

10,833

United States of America

 

1,151

 

1,613

Asia Pacific

 

1,141

 

766

 

 

 

 

 

 

 

10,211

 

13,212

 

A geographical analysis of the net current assets from the Group, by location, is as follows:

 

 

2021

£'000

 

2020

(restated)

£'000

 

 

 

 

 

United Kingdom

 

1,860

 

188

United States of America

 

240

 

215

Asia Pacific

 

395

 

233

 

 

 

 

 

 

 

2,495

 

636

 

5.       Revenue 

 

 

2021

£'000

 

2020

(restated)

£'000

 

 

 

 

 

Skin and beauty products

 

9,610

 

11,966

Haircare products

 

440

 

980

Life science devices

 

161

 

266

 

 

 

 

 

 

 

10,211

 

13,212

The Group's revenues from products and services were as follows:

 

 

6.       Loss from operations

Loss before tax for the year has been arrived at after (crediting)/charging:

 

 

2021

£'000

 

 

2020

(restated)

£'000

 

 

 

 

Depreciation

35

 

11

Amortisation

116

 

281

Impairment of goodwill

-

 

1,198

Net foreign exchange losses/(gains)

140

 

632

Cost of inventories recognised as expense

2,918

 

5,371

Non-recurring items including impairments, abortive and restructuring

210

 

-

Share-based payment expense

(68)

 

78

Directors' remuneration (see page 23)

438

 

462

Staff costs (see note 8)

1,731

 

1,888

 

Adjusted EBITDA has been arrived at after accounting for:

 

 

2021

£'000

 

 

2020

(restated)

£'000

 

 

 

 

Operating loss before tax

(1,883)

 

(5,046)

 

 

 

 

Depreciation

35

 

11

Amortisation

116

 

281

Impairment of goodwill

-

 

1,198

Foreign exchange losses/(gains) on intercompany loans

135

 

123

Non-recurring items including impairments, abortive and restructuring

210

 

-

Share-based payment (credit)/expense

(68)

 

78

 

 

 

 

Adjusted EBITDA

(1,455)

 

(3,355)

 

7.       Auditor's remuneration

 

Fees payable to the Group's auditors and their associates, for services to the Group, were as follows:

 

 

 

2021

£'000

 

2020

(restated)

£'000

The audit of the Group and its subsidiaries

 

80

 

92

Non-audit fees

 

 

 

 

-   Taxation and other services

 

36

 

3

 

 

116

 

95

 

Fees of £36k (2020: nil) were charged by Crowe UK LLP, prior to their appointment as auditor, in relation to the Company prospectus and fundraise in the year.
 

 

8.       Staff costs

 

The average monthly number of employees, excluding Non-Executive Directors, was as follows:

 

 

2021
Number

 

2020 Number

 

 

 

 

 

Management

 

3

 

5

Other employees

 

35

 

35

 

 

 

 

 

 

 

38

 

40

 

The gender split of employees was as follows:

 

 

Number of Men

 

Number of Women

 

 

 

 

 

Management

 

3

 

-

Other employees

 

15

 

20

 

 

 

 

 

 

 

18

 

20

 

Staff costs for all employees during the year, including Non-Executive Directors, were as follows:

 

 

 

2021

£'000

 

 

2020

(restated)

£'000

 

 

 

 

 

Wages and salaries

 

1,590

 

1,607

Social security costs

 

98

 

79

Pension scheme contributions

 

111

 

124

Share-based payment expense

 

(68)

 

78

 

 

 

 

 

 

 

1,731

 

1,888

 

 

Remuneration of key management, comprising Executive Directors and Non-Executive Directors, during the year was as follows:

 

 

2021

£'000

 

2020

£'000

 

 

 

 

 

Wages and salaries

 

404

 

432

Social security costs

 

24

 

21

Pension scheme contributions

 

34

 

30

Share-based payment expense

 

(68)

 

78

 

 

 

 

 

 

 

394

 

561

 

Details of Directors' remuneration are set out in the Remuneration Committee Report on pages 21 to 25.

 

9.       Finance costs

 

2021
£'000

 

2020
£'000

 

 

 

 

Interest on bank overdrafts, loans and borrowings

4

 

1

 

 

 

 

 

4

 

1

 

 

10.     Taxation

 

Analysis of tax (charge) / credit in the year

 

2021
£'000

 

2020

(restated)
£'000

 

 

 

 

Current tax:

 

 

 

UK corporation tax on loss in the year

-

 

-

Adjustment in respect of previous periods

-

 

109

Foreign taxes paid

(1)

 

-

 

 

 

 

Total current tax

(1)

 

109

 

 

 

 

Deferred tax:

 

 

 

Origination and reversal of timing differences

-

 

-

Adjustment in respect of previous periods

(370)

 

374

 

 

 

 

Total deferred tax

-

 

374

 

 

 

 

Total current tax

(371)

 

483

 

Factors affecting tax (charge) / credit for the year:

 

2021

£'000

 

2020

£'000

 

 

 

 

Operating loss before tax

(1,883)

 

(5,046)

 

 

 

 

Operating loss before tax multiplied by standard rate of corporation tax in the UK 19.0% (2020: 19.0%)

358

 

959

 

Effects of:

 

 

 

 

Expenses not deductible for tax purposes

33

 

(398)

Deferred tax not recognised

(682)

 

(226)

Remeasurement of deferred tax

108

 

-

Adjustments to tax charge in respect of prior periods

(112)

 

268

Effects of overseas tax rates

(74)

 

98

Losses carried back

-

 

(266)

Other adjustments

(2)

 

48

Total tax (charge) / credit for the year

(371)

 

483

 

 

11.     Losses per share

 

 

2021
£'000

 

 

2020

(restated)
£'000

Losses for the purposes of basic and diluted losses per share being net losses attributable to owners of the Group

 

2,246

 

4,430

 

 

 

 

 

 

 

2021

 

2020

Number of shares

 

Number

 

Number

Weighted average number of ordinary shares for the purposes of basic and diluted losses per share

 

17,449,621

 

14,496,633

 

 

 

 

Loss per share

 

 

 

2021

£
 

 

2020

(restated)

£
 

Basic and diluted

 

(0.13)

 

(0.31)

 

IAS 33 requires presentation of diluted EPS when a Group could be called upon to issue shares that would decrease earnings per share or increase the loss per share. For a loss-making Group with outstanding share options, the net loss per share would be decreased by the exercise of options. Therefore, as per IAS33:36, the anti-dilutive potential ordinary shares are disregarded in the calculation of diluted EPS.

 

12.     Goodwill

 

 

 

£'000

Cost

 

 

 

At 1 July 2019

 

 

1,637

 

 

 

 

Additions

 

 

-

 

 

 

 

At 30 June 2020

 

 

1,637

 

 

 

 

Additions

 

 

-

 

 

 

 

At 30 June 2021

 

 

1,637

 

 

 

 

Accumulated impairment

 

 

 

At 1 July 2019

 

 

-

 

 

 

 

Impairment in year

 

 

(1,198)

 

 

 

 

At 30 June 2020

 

 

(1,198)

 

 

 

 

Impairment in year

 

 

-

 

 

 

 

At 30 June 2021

 

 

(1,198)

 

 

 

 

Carrying amount

 

 

 

At 1 July 2019

 

 

1,637

 

 

 

 

At 30 June 2020

 

 

439

 

 

 

 

At 30 June 2021

 

 

439

 

Goodwill acquired in a business combination is allocated, at acquisition, to the cash generating units (CGUs) that are expected to benefit from that business combination. Before recognition of impairment losses, the carrying amount of goodwill had been allocated as follows:

 

CGU

Goodwill

£'000

 

Skinny Tan

214

 

Prolong

1,423

 

Total

1,637

 

 

 

 

The goodwill arose on the acquisition of Skinny Tan in the period ended 30 June 2015 and on the acquisition of Prolong in the year ended 30 June 2017. Goodwill represents the excess of the fair value of the consideration given over the fair value of the identifiable assets and liabilities acquired.

 

Impairment tests

 

The Group tests goodwill annually for impairment or more frequently if there are indications that goodwill might be impaired, by comparing the carrying value of the goodwill to its value in use on a discounted cash flow basis. In undertaking the impairment test, management considered both internal and external sources of information.

The Group tests intangible assets with finite lives for impairment if an indicator exists. The Board considers the potential impact of COVID-19 on the future prospects of the business to be an indicator of impairment and has carried out an impairment test by comparing the carrying value of each CGU to its value in use on a discounted cash flow basis.

 

Forecast cash flows

 

Management have prepared cash flow forecasts for 5 years for each CGU on the basis of estimated sales and relevant costs for the period. These cash flows are based on the useful economic life of the 'know how', which is considered to be the essential asset.

 

The key assumptions to the value in use calculations are set out below:

 

-     Discount rates. The interest rate applied to the CBILS loan, drawn down after the reporting date, is base rate plus 3.02%, therefore management have deemed 3.12% a relevant figure to use for cost of capital.

 

-     Growth rates. Management have assumed a growth rate of sales and costs of between 3% and 5%, dependent on the brand, the territory in which sales are forecast, and the probable inflationary pressures in those territories.

 

13.     Other intangible assets

 

Intellectual property rights

£'000

 

Product development costs

£'000

 

Capitalised software

£'000

 

Total

£'000

Cost

 

 

 

 

 

 

 

At 1 July 2019

123

 

580

 

168

 

871

Additions

-

 

82

 

-

 

82

Disposals

-

 

-

 

-

 

-

Exchange differences

-

 

-

 

-

 

-

 

 

 

 

 

 

 

 

At 30 June 2020

123

 

662

 

168

 

953

 

 

 

 

 

 

 

 

Additions

-

 

97

 

123

 

220

Disposals

(123)

 

(576)

 

-

 

(699)

Exchange differences

-

 

-

 

-

 

-

 

 

 

 

 

 

 

 

At 30 June 2021

-

 

183

 

291

 

474

 

 

 

 

 

 

 

 

Amortisation

 

 

 

 

 

 

 

At 1 July 2019

(82)

 

(439)

 

(25)

 

(546)

Charge for the year

(41)

 

(162)

 

(78)

 

(281)

On disposals

-

 

-

 

-

 

-

Exchange differences

-

 

-

 

(2)

 

(2)

 

 

 

 

 

 

 

 

At 30 June 2020

(123)

 

(601)

 

(105)

 

(829)

 

 

 

 

 

 

 

 

Charge for the year

-

 

(48)

 

(68)

 

(116)

On disposals

123

 

576

 

-

 

699

Exchange differences

-

 

-

 

2

 

2

 

 

 

 

 

 

 

 

At 30 June 2021

-

 

(73)

 

(171)

 

(244)

 

 

 

 

 

 

 

 

Carrying amount

 

 

 

 

 

 

 

At 1 July 2021

-

 

110

 

120

 

230

 

 

 

 

 

 

 

 

At 30 June 2020

-

 

61

 

63

 

124

 

 

 

 

 

 

 

 

At 30 June 2019

41

 

141

 

143

 

325

 

The Group amortises capitalised development costs on a straight-line basis over a period of 3 years, rather than against product sales directly relating to the development expenditure, as this is estimated to be its useful economic life. Provision is made for any impairment.

 

The disposals in the year ended 30 June 2021 represent intellectual property and development costs relating to brands which are no longer active and for which the Group expects no further sales.

 

The amortisation charge on intangible assets is included in administrative expenses in the consolidated income statement.

 

 

14.     Property, plant and equipment

 

 

 

 

 

 

 

Computer equipment

£'000

 

Office equipment

£'000

 

Fixtures

and

fittings

£'000

 

Total

£'000

Cost or valuation

 

 

 

 

 

 

 

 

 

 

 

At 1 July 2019

 

 

 

 

80

 

9

 

116

 

205

Additions

 

 

 

 

108

 

-

 

-

 

108

Disposals

 

 

 

 

-

 

-

 

-

 

-

Exchange differences

 

 

 

 

-

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

 

At 30 June 2020

 

 

 

 

188

 

9

 

116

 

313

 

 

 

 

 

 

 

 

 

 

 

 

Additions

 

 

 

 

114

 

-

 

-

 

114

Disposals

 

 

 

 

(30)

 

(4)

 

(116)

 

(150)

Exchange differences

 

 

 

 

5

 

-

 

-

 

5

 

 

 

 

 

 

 

 

 

 

 

 

At 30 June 2021

 

 

 

 

277

 

5

 

-

 

282

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated depreciation

 

 

 

 

 

 

 

 

 

 

 

At 1 July 2019

 

 

 

 

(35)

 

(2)

 

(116)

 

(153)

Charge for the year

 

 

 

 

(9)

 

(2)

 

-

 

(11)

On disposals

 

 

 

 

-

 

-

 

-

 

-

Exchange differences

 

 

 

 

-

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

 

At 30 June 2020

 

 

 

 

(44)

 

(4)

 

(116)

 

(164)

 

 

 

 

 

 

 

 

 

 

 

 

Charge for the year

 

 

 

 

(31)

 

(4)

 

-

 

(35)

On disposals

 

 

 

 

31

 

4

 

116

 

151

Exchange differences

 

 

 

 

(1)

 

-

 

-

 

(1)

 

 

 

 

 

 

 

 

 

 

 

 

At 30 June 2021

 

 

 

 

(45)

 

(4)

 

-

 

(49)

 

 

 

 

 

 

 

 

 

 

 

 

Carrying amount

 

 

 

 

 

 

 

 

 

 

 

At 30 June 2021

 

 

 

 

232

 

1

 

-

 

233

 

 

 

 

 

 

 

 

 

 

 

 

At 30 June 2020

 

 

 

 

144

 

5

 

-

 

149

 

 

 

 

 

 

 

 

 

 

 

 

At 30 June 2019

 

 

 

 

45

 

7

 

-

 

52

 

15.     Subsidiaries

 

A list of the subsidiaries, including the name, country of incorporation, and proportion of ownership interest is given in note 4 to the Company's financial statements.

 

16.     Inventories

 

 

 

2021

£'000

 

2020

(restated)

£'000

 

 

 

 

 

 

Work in progress

 

 

72

 

26

Finished goods

 

 

1,736

 

1,249

 

 

 

 

 

 

 

 

 

1,808

 

1,275

 

17.        Deferred tax asset

 

 

 

2021

£'000

 

2020

(restated)

£'000

 

 

 

 

 

 

Origination and reversal of timing differences

 

 

-

 

384

 

 

 

 

 

 

 

 

 

-

 

384

 

In the year ended 30 June 2021, deferred tax assets of £384k arising on accumulated losses were derecognised (2020 restated: nil) due to uncertainty of sufficient future profits in those subsidiaries.

 

The total unrecognised deferred tax balance at 30 June 2021 is £1,830k (2020 restated: £1,200k).

 

18.     Trade and other receivables

 

 

 

 

 

2021

£'000

 

2020 (restated)

£'000

 

 

 

 

 

 

 

Trade receivables

 

 

 

1,530

 

1,092

Prepayments

 

 

 

200

 

307

Contract assets

 

 

 

45

 

-

Corporation tax

 

 

 

95

 

95

Social security and other taxes

 

 

 

19

 

49

Other debtors

 

 

 

7

 

47

 

 

 

 

 

 

 

 

 

 

 

1,896

 

1,590

 

Contracts assets represent timing difference between cash receipt and order fulfilment from direct-to-consumer ("DTC") sales at the reporting date.

 

Sensitivity analysis on foreign currency risk arising on trade receivables denominated in currencies other than their function currency can be found in note 27. The maximum exposure to credit risk for trade receivables at the reporting date, by currency, was as follows:

 

 


 

 

2021
£'000

 

2020
£'000

 

 

 

 

 

 

£ Sterling  

 

 

1,501

 

998

United States dollar

 

 

-

 

14

Australian dollar

 

 

29

 

80

Philippine Peso

 

 

-

 

-

 

 

 

 

 

 

 

 

 

1,530

 

1,092

 

Trade receivables disclosed above are classified as financial assets at amortised cost.

 

Before accepting any new customer, the Group uses an external credit scoring system to assess the potential customer's credit quality and defines credit limits by customer.

 

The Group does not hold any collateral or other credit enhancements over any of its trade receivables, with the exception of stock recovered from customers in respect of the doubtful debts disclosed below.

 

Ageing of past due but not credit impaired receivables at the statement of financial position date was:

 

 

 

 

 

2021

£'000

 

2020

(restated)

£'000

 

 

 

 

 

 

 

Current

 

 

 

919

 

565

31-60 days

 

 

 

431

 

447

61-90 days

 

 

 

149

 

2

91-120 days

 

 

 

18

 

2

121+ days

 

 

 

13

 

76

 

 

 

 

 

 

 

 

 

 

 

1,530

 

1,092

 

In determining the recoverability of a trade receivable, the Group considers any change in the credit quality of the trade receivable from the date credit was initially granted up to the reporting date.

 

The Directors consider that the carrying amount of trade and other receivables is approximately equal to their fair value The Group's bad debt provision at the reporting date was £47k (2020 restated: £50k).

 

19.        Trade and other payables

 

 

 

2021

£'000

 

2020

(restated)

£'000

 

 

 

 

 

 

Trade payables

 

 

2,247

 

2,239

Accruals and deferred income

 

 

606

 

457

Social security and other taxes

 

 

604

 

676

Other creditors

 

 

90

 

98

 

 

 

 

 

 

 

 

 

3,547

 

3,470

 

Trade payables and accruals principally comprise amounts outstanding for trade purchases and ongoing costs. The average credit period taken for trade purchases is 40 days. For all suppliers, no interest is charged on the trade payables. The Group has financial risk management policies in place to ensure that all payables are paid within the pre-agreed credit terms.

 

Sensitivity analysis on foreign currency risk arising on trade payables denominated in currencies other than their function currency can be found in note 27. The maximum exposure to foreign currency risk for trade payables at the reporting date, by currency, was as follows:

 

 


 

 

2021
£'000

 

2020
£'000

 

 

 

 

 

 

£ Sterling  

 

 

1,881

 

1,823

United States dollar

 

 

138

 

218

Australian dollar

 

 

228

 

198

Philippine Peso

 

 

-

 

-

 

 

 

 

 

 

 

 

 

2,247

 

2,239

 

The Directors consider that the carrying amount of trade payables approximates to their fair value.

 

20.        Share capital

 

 

 

Authorised, allotted, called up and fully paid:

£'000

 

 

 

Balance at 1 July 2019:

14,496,633 Ordinary shares of EUR 0.10 each

1,738

 

 

 

Issued in the Year:

nil Ordinary shares of EUR 0.10 each

-

 

 

 

Balance at 30 June 2020:

14,496,633 Ordinary shares of EUR 0.10 each

1,738

 

 

 

Issued in the Year:

12,878,040 Ordinary shares of EUR 0.10 each

1,121

 

 

 

Balance at 30 June 2021:

27,374,673 Ordinary shares of EUR 0.10 each

2,859

 

21.     Share premium account                                          

 

 

 

£'000

 

Balance at 1 July 2019

 

 

8,288

 

 

 

 

Balance at 30 June 2020

 

 

8,288

 

 

 

 

Premium arising on issue of equity shares

 

 

3,379

Expenses arising on issue of equity shares

 

 

(474)

 

 

 

 

Balance at 30 June 2021

 

 

11,193

 

22.        Reserves

 

Full details of movements in reserves are set out in the consolidated statement of changes in equity on page 35. The following describes the nature and purpose of each reserve within owners' equity:

 

Reserve

Description and purpose

Share premium

Amount subscribed for share capital in excess of nominal value.

Merger reserve 

Difference between consideration transferred and nominal value of share capital on 2014 acquisition of InnovaDerma AUD & NZ Pty Ltd, InnovaDerma International Limited, InnovaDerma NZ Limited and ID Philippines, Inc.

Foreign exchange reserve

Net exchange difference recognised on translation of retained earnings of non-UK trading entities at the beginning and end of the period.

Share-based payment reserve

Cumulative charge relating to share-based payments issued to employees.

Accumulated losses

Cumulative net gains and losses attributable to shareholders.

Non-controlling interests

Cumulative net gains and losses attributable to non-controlling interests.

 

 

23.     Non-controlling interests

 

Set out below is summarised financial information for each subsidiary that has non-controlling interests that are material to the Group. The amounts disclosed for each subsidiary are before intercompany eliminations.

 

Summarised balance sheet

SkinnyTan UK Limited

Skinny Tan Pty Ltd

 

2021

2020 (restated)

2021

2020 (restated)

 

£'000

£'000

£'000

£'000

 

 

 

 

 

Current assets

5,325

4,282

307

72

Current liabilities

(3,724)

(2,686)

(1,058)

(1,095)

 

 

 

 

 

Net current assets

1,601

1,596

(751)

(1,023)

 

 

 

 

 

Non-current assets

44

49

-

-

Non-current liabilities

-

-

-

-

 

 

 

 

 

Non-current net assets

44

49

-

-

 

 

 

 

 

Net assets

1,645

1,645

(751)

(1,023)

 

 

 

 

 

Accumulated NCI

66

74

(30)

(46)

 

 

 

 

 

 

Summarised statement of comprehensive income

SkinnyTan UK Limited

Skinny Tan Pty Ltd

2021

2020 (restated)

2021

2020 (restated)

 

£'000

£'000

£'000

£'000

 

 

 

 

 

Revenue

7,365

10,567

599

407

 

 

 

 

 

Profit/(loss) for the year

1

(1,167)

273

(2)

 

 

 

 

 

Other comprehensive income

-

-

-

-

 

 

 

 

 

Total comprehensive income

1

(1,167)

273

(2)

 

 

 

 

 

Profit allocated to NCI

0

(49)

12

(0)

 

 

 

 

 

Dividends paid to NCI

-

-

-

-

 

 

 

 

 

 

Summarised cash flows

SkinnyTan UK Limited

Skinny Tan Pty Ltd

 

2021

2020 (restated)

2021

2020 (restated)

 

£'000

£'000

£'000

£'000

 

 

 

 

 

Cash flows from operating activities

800

(564)

34

1

Cash flows from investing activities

(31)

(64)

-

-

Cash flows from financing activities

-

-

-

-

 

 

 

 

 

Net increase/(decrease) in cash and cash equivalents

769

(628)

34

1

 

 

 

 

 

 

 

24.     Notes to the cash flow statement

 

 

2021

£'000

 

2020

(restated)
£'000

 

 

 

 

 

Operating loss before tax

 

(1,883)

 

(5,046)

 

 

 

 

 

Adjustments for:

 

 

 

 

Finance costs

 

4

 

1

Depreciation

 

35

 

11

Amortisation

 

116

 

281

Share-based payment expense

 

(68)

 

78

Impairment of intangible asset

 

-

 

1,198

 

 

 

 

 

Operating cash flows before movements in working capital

 

(1,796)

 

(3,477)

 

 

 

 

 

Decrease / (increase) in inventories

 

(533)

 

676

Decrease in receivables

 

(306)

 

1,910

(Decrease) / increase in payables

 

77

 

293

 

 

 

 

 

Cash used in operations

 

(2,558)

 

(598)

 

 

 

 

 

Income taxes received / (paid)

 

(1)

 

(3)

 

 

 

 

 

Net cash used in operating activities

 

(2,559)

 

(601)

 

 

Cash and cash equivalents

 


 

 

2021
£'000

 

2020
£'000

 

 

 

 

 

 

£ Sterling  

 

 

2,086

 

813

United States dollar

 

 

191

 

403

Australian dollar

 

 

58

 

20

Philippine Peso

 

 

3

 

5

 

 

 

 

 

 

 

 

 

2,338

 

1,241

 

Sensitivity analysis on foreign currency risk arising on cash and cash equivalents denominated in currencies other than their function currency can be found in note 27.

 

Cash and cash equivalents comprises cash at bank held by the Group. The carrying amount of these assets approximates their fair value.

 

25.     Share-based payments

 

Equity-settled share option scheme

 

The Group has a share option scheme for key management, for which some options are EMI qualifying. Options are exercisable at a fixed price and the vesting period is three years. If the options remain unexercised after a period of ten years from the date of grant the options expire. Options are forfeited if the employee leaves the Group before the options vest. If an employee leaves the Group after the option vests, the employee has 90 days in which to exercise the option. If not exercised, the option will lapse at the end of the 90-day period.

 

Details of the share options outstanding during the year are as follows:

 

 

 

2021

Number of share options

 

2021

Weighted average exercise price (£)

 

2020

Number of share options

 

2020

Weighted average exercise price (£)

Outstanding at beginning of the year

 

525,000

 

1.20

 

-

 

n/a

Granted during the year

 

-

 

n/a

 

525,000

 

1.20

Exercised during the year

 

-

 

n/a

 

-

 

n/a

Forfeited during the year

 

424,680

 

1.20

 

-

 

n/a

Outstanding at the end of the year

 

100,320

 

1.20

 

525,000

 

1.20

Exercisable at the end of the year

 

-

 

n/a

 

-

 

n/a

 

The options outstanding at 30 June 2021 had a weighted average exercise price of £1.20 (2020: £1.20) and a weighted average remaining contractual life of 9 years (2020: 10 years). The range of exercise prices for outstanding share options at 30 June 2021 was £1.20 to £1.20 (2020: £1.20 to £1.20).

 

In 2021, the aggregate of the estimated fair values of the options granted is £10k (2020: £78k). A share-based payment credit of £68k was generated in the year (2020: £78k charge) due to options forfeited in the year.

 

The inputs into the Black-Scholes model are as follows:

 

 

 

2021

 

2020

 

 

 

 

 

Weighted average share price

 

0.60

 

0.60

Weighted average exercise price

 

1.20

 

1.20

Expected volatility

 

65%

 

65%

Expected life

 

3 years

 

3 years

Risk-free rate

 

0.7%

 

0.7%

Expected dividend yields

 

0.0%

 

0.0%

 

Expected volatility was determined by calculating the historical volatility of similar listed businesses over the previous three years. The expected life used in the model has been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations.

 

26.     Retirement benefit schemes

 

The Group operates defined contribution retirement benefit schemes for all employees. The charge for the year relating to the Group defined contribution schemes was £111k (2020: £124k). Contributions of £15k (2020: £4k) remained unpaid as at 30 June 2021 (2020: £4k).

 

 

27.     Financial instruments

The Group's overall risk management programme seeks to minimise potential adverse effects on the Group's financial performance. The Group's financial instruments comprise cash and cash equivalents and various items such as trade payables and trade receivables that arise directly from its operations. The Group is exposed through its operations to the following risks:

 

·      Capital risk

·      Foreign currency risk

·      Credit risk

·      Interest rate risk

·      Liquidity risk

 

Capital risk

The Group manages its capital to ensure that each entity in the Group will be able to continue as a going concern whilst maximising the return to shareholders through the optimisation of the balance between debt and equity. The Group's overall strategy has remained unchanged between 2020 and 2021.

 

The capital structure of the Group consists of cash and cash equivalents and equity attributable to equity holders of the Group, comprising issued capital, reserves and accumulated losses as disclosed in notes 20 to 22.

 

The Group is not subject to any externally imposed capital requirements.

 

The Group's primary source of capital is equity. By pricing products and services commensurate with the level of risk and focusing on the effective collection of cash from customers, the Group aims to maximise revenues and operating cash flows.

 

The Group considers that the current capital structure will provide sufficient flexibility to ensure that appropriate investment can be made, if required, to implement and achieve the longer-term growth strategy of the Group.

 

Foreign currency risk

Foreign currency risk arises when companies of the Group enter into transactions denominated in a currency other than their functional currency. The transactional exposure arises on trade receivables, trade payables, and cash and cash equivalents. These balances are analysed by currency in notes 18, 19 and 24. The Group maintains a natural hedge, where possible, by matching cash inflows (revenue) and cash outflows (inventory and operational expenditure) in the respective currencies.

 

Management considers that the most significant foreign exchange risk relates to Australian dollar and United States dollar. The Group's sensitivity to a 5% strengthening in £ Sterling against each of these currencies (with other variables held constant) is as follows:

 

Decrease in adjusted EBITDA (at average rates)

 


 

 

2021

£'000

 

2020

£'000

 

 

 

 

 

 

 

United States dollar

 

 

 

3

 

9

Australian dollar

 

 

 

7

 

5

 

Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group has adopted a policy of assessing creditworthiness of counterparties as a means of mitigating the risk of financial loss from defaults. This information is supplied by independent rating agencies where available, and if not available, the Group uses other publicly available financial information and its own trading records to rate its major customers. The Group's exposure and the credit ratings of its counterparties are continuously monitored and the aggregate value of transactions concluded is spread amongst approved counterparties. Credit exposure is controlled by counterparty limits that are reviewed and approved annually.

 

Trade receivables consist of a small number of customers, spread across diverse industries and geographical areas. Ongoing credit evaluation is performed on the financial condition of accounts receivable.

 

The Group's standard credit terms are 30 to 60 days from date of invoice. Invoices greater than 60 days old are assessed as overdue. The maximum exposure to credit risk is the carrying value of each financial asset included on the statement of financial position as summarised in note 18.

 

The Group's management considers that all the above financial assets that are not impaired or past due for each of the reporting dates under review are of good quality.

 

Interest rate risk

 

Interest rate risk arises when the Group is exposed to variable interest rates on borrowings secured. The current exposure to interest rate risk relates to the CBILs government loan facility, drawn down after the reporting date, which is tied to the bank of England interest rate. See note 30 to the consolidated financial statements for detail of the CBILS loan facility.

 

Liquidity risk

 

Liquidity risk arises from the possibility that the Group might encounter difficulty settling its debts or otherwise meeting its obligations related to financial liabilities. Responsibility for liquidity risk management rests with the Board of Directors, who has established an appropriate liquidity risk management framework for the management of the Group's short-, medium- and long-term funding and liquidity management requirements. The Group manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and through careful cash management policies.

 

As all liabilities of the Group are current liabilities, maturity analysis has not been prepared.

 

Significant accounting policies

 

Details of the significant accounting policies and methods adopted (including the criteria for recognition, the basis of measurement and the bases for recognition of income and expenses) for each class of financial asset, financial liability and equity instrument are disclosed in note 2.16.

 

Categories of financial instruments

 

 

2021
£'000

2020

(restated)
£'000

Financial assets

 

 

 

 

Cash and bank balances

 

2,338

1,241

Trade and other receivables

 

1,530

1,092

 

 

 

 

Financial liabilities

 

 

 

 

 

 

 

Trade and other payables

 

2,247

2,239

 

Financial liabilities are measured at amortised cost.

 

28.     Ultimate controlling party

 

As at 30 June 2021 the Directors consider there to be no ultimate controlling party by virtue of the fact no one holds a majority shareholding in the Group.

 

29.        Related party transactions

 

On 11 January 2021 Mark Ward, a Director of the Group, entered into a loan agreement to provide the Group with a working capital loan facility of £500k. The loan was converted to shares as part of the Open Offer concluded on 29 April 2021, and no amount remains due. No interest was charged on the loan.

 

Other than those disclosed within this note, shareholding transactions with directors are noted in the Directors Report page 16 and Directors remuneration noted in the Remuneration Committee Report on pages 23 to 24, there have been no other transactions with related parties.

 

30.        Events after the reporting date

 

On 27 May 2021 SkinnyTan UK Limited entered into a CBILS loan facility for £950,000. The fellow subsidiaries of the InnovaDerma group are guarantors under this agreement. The loan facility was drawn down in full on 2 July 2021.

 

On 2 September 2021 the Board approved the grant of options over 125,000 Ordinary shares to Blake Hughes and 95,500 Ordinary shares to Andrew Dunderdale. Both grants have an exercise price of £0.35 and will be exercisable on or after the third anniversary of the grant date subject to share price performance of the Company and conditions defined in the share option plan.

 

One third of the options may be exercised when the market price of the Ordinary Shares is equal to at least 25% increase over the grant price for a period of not less than one month; one third when the market price of the Ordinary Shares is equal to at least 50% increase over the grant price for a period of not less than one month; and the balance may be exercised when the market price of the Ordinary Shares is equal to at least 75% increase over the grant price for a period of not less than one month.

 

On 3 December 2021 Ergon Medical Limited, a wholly owned subsidiary of InnovaDerma plc, subdivided its 3,614 £1 Ordinary A shares into £0.10 Shares and re-designated them as Ordinary B shares and issued 51,060 new Ordinary A shares to Mark Ward, Non-Executive Director of InnovaDerma plc. The issue of new shares dilutes InnovaDerma plc's shareholding in Ergon Medical Limited to 45%. The transaction is an effective step disposal and as such Ergon Medical Limited is now an associate rather than a subsidiary of InnovaDerma plc. The funds raised by Ergon Medical Limited will be used to further promote the expansion of the Prolong device in US markets.

 

The impact of the step disposal removes Ergon Medical Limited and the trade of Prolong US from the consolidated financials of InnovaDerma plc going forward. In the year ended 30 June 2021, Ergon Medical Limited and the trade of Prolong US generated revenue of £153k (2020: £93k) and profit before tax of £31k (2020 restated: loss before tax £145k). As at 30 June 2021, the business unit had net liabilities excluding intercompany of £58k (2020 restated: net liabilities excluding intercompany of £109k).

 

The Directors confirm that there are no other events after the reporting date which require disclosure.

 

31.     Prior period restatement

 

The comparative figures for the year ended 30 June 2020 have been restated to correct the prior period accounting errors disclosed in note 2.3. The following tables show the financial impact of the restatements by comparing the previously stated and the now restated Statement of Comprehensive Income and Statement of Financial Position.

 

 

As reported 2020

£'000

Restatements 2020

£'000

As restated 2020

£'000

 

 

 

 

Continuing operations

 

 

 

Revenue

13,259

(47)

13,212

Cost of sales

(5,974)

(1,267)

(7,241)

 

 

 

 

Gross profit

7,285

(1,314)

5,971

 

 

 

 

Other operating income

108

(108)

-

Marketing expenses

(4,231)

(969)

(5,200)

Wages & salaries expenses

(1,759)

(129)

(1,888)

Administrative expenses

(1,780)

(950)

(2,730)

Impairment of goodwill

-

(1,198)

(1,198)

 

 

 

 

Operating loss

(377)

(4,668)

(5,045)

 

 

 

 

Finance cost

-

(1)

(1)

 

 

 

 

Operating loss before tax

(377)

(4,669)

(5,046)

 

 

 

 

Income Tax expense

68

415

483

 

 

 

 

Net loss for the period

(309)

(4,254)

(4,563)

 

 

 

 

Other comprehensive Income

(19)

19

-

 

 

 

 

Exchange loss on foreign currency net investments

-

84

84

 

 

 

 

Total comprehensive income for the period

(328)

(4,151)

(4,479)

 

 

 

 

Attributable to:

 

 

 

Owners of the parent

(335)

(4,095)

(4,430)

Non-controlling interests

7

(56)

(49)

 

 

 

 

Loss per share

 

 

 

 -   basic and diluted (£)

(0.02)

(0.29)

(0.31)

 

 

 

 

 

 

 

£'000

As reported 2020

£'000

 

£'000

Restatements 2020

£'000

 

£'000

As restated 2020

£'000

Non-current assets

 

 

 

 

 

 

 

 

Goodwill

 

3,660

 

 

(3,221)

 

 

439

Other intangible assets

 

4,150

 

 

(4,026)

 

 

124

Property, plant and equipment

 

149

 

 

-

 

 

149

Deferred tax asset

 

402

 

 

(18)

 

 

384

 

 

 

 

 

 

 

 

 

 

 

8,361

 

 

(7,265)

 

 

1,096

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

Cash and cash equivalents

1,241

 

 

-

 

 

1,241

 

Inventories

3,116

 

 

(1,841)

 

 

1,275

 

Trade and other receivables

1,510

 

 

80

 

 

1,590

 

 

 

 

 

 

 

 

 

 

 

5,867

 

 

(1,761)

 

 

4,106

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Trade and other payables

(3,891)

 

 

421

 

 

(3,470)

 

 

 

 

 

 

 

 

 

 

Net current assets

 

1,976

 

 

(1,340)

 

 

636

 

 

 

 

 

 

 

 

 

Total assets less current liabilities

 

10,337

 

 

(8,605)

 

 

1,732

 

 

 

 

 

 

 

 

 

Non-current liabilities

 

 

 

 

 

 

 

 

Borrowings

 

(1)

 

 

1

 

 

-

 

 

 

 

 

 

 

 

 

Net assets

 

10,336

 

 

(8,604)

 

 

1,732

 

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

 

 

Share capital

 

1,736

 

 

2

 

 

1,738

Share premium account

 

8,288

 

 

-

 

 

8,288

Merger reserve

 

(721)

 

 

-

 

 

(721)

Foreign exchange reserve

 

(221)

 

 

483

 

 

262

Share-based payment reserve

 

-

 

 

78

 

 

78

Accumulated losses

 

999

 

 

(8,940)

 

 

(7,941)

 

 

 

 

 

 

 

 

 

Equity attributable to owners of parent

 

10,081

 

 

(8,377)

 

 

1,704

 

 

 

 

 

 

 

 

 

Non-controlling interest

 

255

 

 

(227)

 

 

28

 

 

 

 

 

 

 

 

 

Total equity

 

10,336

 

 

(8,604)

 

 

1,732

 

 

 

£'000

As reported 2019

£'000

 

£'000

Restatements 2019

£'000

 

£'000

As restated 2019

£'000

Non-current assets

 

 

 

 

 

 

 

 

Goodwill

 

3,511

 

 

(1,874)

 

 

1,637

Other intangible assets

 

3,068

 

 

(2,743)

 

 

325

Property, plant and equipment

 

53

 

 

(1)

 

 

52

Deferred tax asset

 

234

 

 

-

 

 

234

 

 

 

 

 

 

 

 

 

 

 

6,866

 

 

(4,618)

 

 

2,248

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

Cash and cash equivalents

2,043

 

 

-

 

 

2,043

 

Inventories

2,364

 

 

(413)

 

 

1,951

 

Trade and other receivables

3,628

 

 

(452)

 

 

3,176

 

 

 

 

 

 

 

 

 

 

 

8,035

 

 

(865)

 

 

7,170

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Trade and other payables

(4,160)

 

 

983

 

 

(3,177)

 

 

 

 

 

 

 

 

 

 

Net current assets

 

3,875

 

 

118

 

 

3,993

 

 

 

 

 

 

 

 

 

Total assets less current liabilities

 

10,741

 

 

(4,500)

 

 

6,241

 

 

 

 

 

 

 

 

 

Net assets

 

10,741

 

 

(4,500)

 

 

6,241

 

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

 

 

Share capital

 

1,736

 

 

2

 

 

1,738

Share premium account

 

8,288

 

 

-

 

 

8,288

Merger reserve

 

(721)

 

 

-

 

 

(721)

Foreign exchange reserve

 

(172)

 

 

350

 

 

178

Accumulated losses

 

1,291

 

 

(4,681)

 

 

(3,390)

 

 

 

 

 

 

 

 

 

Equity attributable to owners of parent

 

10,422

 

 

(4,329)

 

 

6,093

 

 

 

 

 

 

 

 

 

Non-controlling interest

 

319

 

 

(171)

 

 

148

 

 

 

 

 

 

 

 

 

Total equity

 

10,741

 

 

(4,500)

 

 

6,241

 

 

Company Statement of Financial Position

As at 30 June 2021

 

 

 

 

Note

£'000

2021
£'000

 

£'000

2020

(restated1)
£'000

 

£'000

2019

(restated1)
£'000

Non-current assets

 

 

 

 

 

 

 

 

 

Investment in subsidiaries

4

 

1,013

 

 

954

 

 

1,643

Other intangible assets

5

 

120

 

 

9

 

 

126

 

 

 

 

 

 

 

 

 

 

 

 

 

1,133

 

 

963

 

 

1,769

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

778

 

 

436

 

 

977

 

Trade and other receivables

7

1,258

 

 

658

 

 

4,440

 

 

 

 

 

 

 

 

 

 

 

 

 

2,036

 

 

1,094

 

 

5,417

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

Trade and other payables

8

(912)

 

 

(2,633)

 

 

(12)

 

 

 

 

 

 

 

 

 

 

 

Net current assets

 

 

1,124

 

 

(1,539)

 

 

5,405

 

 

 

 

 

 

 

 

 

 

Total assets less current liabilities

 

 

2,257

 

 

(576)

 

 

7,174

 

 

 

 

 

 

 

 

 

 

Net assets

 

 

2,257

 

 

(576)

 

 

7,174

 

 

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

 

 

 

Share capital

10

 

2,859

 

 

1,738

 

 

1,738

Share premium account

11

 

11,193

 

 

8,288

 

 

8,288

Share-based payment reserve

12

 

10

 

 

78

 

 

-

Accumulated losses

 

 

(11,805)

 

 

(10,680)

 

 

(2,852)

 

 

 

 

 

 

 

 

 

 

Total Equity

 

 

2,257

 

 

(576)

 

 

7,174

 

1 See note 2 to the Company financial statements for a description of the prior year restatement.

The Company loss for the year ended 30 June 2021 was £1,125k (2020 restated: £7,828k).

 

 

 

InnovaDerma plc

Company Statement of Changes in Equity

For the year ended 30 June 2021

 

 

Share capital

£'000

Share premium

£'000

Foreign exchange reserve

£'000

Share-based payment reserve

£'000

Accumulated losses attributable to owners of parent

£'000

Total equity

£'000

 

 

 

 

 

 

 

Balance at 1 July 2019 as previously reported

1,738

8,288

(109)

-

(1,209)

8,708

 

 

 

 

 

 

 

Restatements

-

-

109

-

(1,643)

(1,534)

 

 

 

 

 

 

 

Balance at 1 July 2019 (restated1)

1,738

8,288

-

-

(2,852)

7,174

 

 

 

 

 

 

 

Loss for the period

-

-

-

-

(7,828)

(7,828)

 

 

 

 

 

 

 

Total comprehensive income for the year

-

-

-

-

(7,828)

(7,828)

 

 

 

 

 

 

 

Share-based payment expense

-

-

-

78

-

78

 

 

 

 

 

 

 

Balance at 30 June 2020 (restated1)

1,738

8,288

-

78

(10,680)

(576)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total comprehensive income for the year

-

-

-

-

(1,125)

(1,125)

 

 

 

 

 

 

 

Share-based payment expense

-

-

-

(68)

-

(68)

 

 

 

 

 

 

 

Issue of new shares

1,121

3,379

-

-

-

4,500

Issue costs deducted from equity

 

(474)

-

-

-

(474)

 

 

 

 

 

 

 

Balance at 30 June 2021

2,859

11,193

-

10

(11,805)

2,257

 

1 See note 2 to the Company financial statements for a description of the prior year restatement.

InnovaDerma plc

Notes to the Company financial statements

For the year ended 30 June 2021

 

1.  Significant accounting policies

 

The separate financial statements of the Company are presented as required by the Companies Act 2006. For the financial year ended 30 June 2021, the Company elected to prepare the financial statements in accordance with UK GAAP Financial Reporting Standard 101 Reduced Disclosure Framework. The financial statements for the year ended 30 June 2020 were prepared in accordance with International Financial Reporting Standards ("IFRS"). The purpose of this was to align the Company's accounting policies with the Group's policies. This transition is not considered to have had a material effect on the financial statements.

 

The financial statements have been prepared under the historical cost convention as modified in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 101 Reduced Disclosure Framework ("FRS 101") and the Companies Act 2006.

The principal accounting policies adopted are the same as those set out in note 2 to the consolidated financial statements except as noted below.

Investments in subsidiaries are stated at cost less, where appropriate, provisions for impairment.

The Company's financial statements are included in the consolidated financial statements of InnovaDerma plc. Accordingly, the Company has taken advantage of the exemption from publishing a Statement of Comprehensive Income, and the losses for the Company are shown within the Company Statement of Financial Position. The Company has also taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 101:

 

•     IAS 1 Presentation of Financial Statements

•     IAS 7 Statement of cash flows

•     IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors

•     IAS 24 Related Party Disclosures

•     IAS 36 Impairment of Assets

•     IFRS 1 First time adoption of International Financial Reporting Standards

•     FRS 2 Share-based payments

•     IFRS 7 Financial instruments

 

2.  Prior year restatement

 

The Company has restated the prior year comparatives to correct the following prior period accounting errors:

·      An impairment charge of £1,524k relating to investments in subsidiaries, to correctly reflect note 2.11 of the Group consolidated financial statements. An impairment of £798k was charged in the year ended 30 June 2020 and £757k was charged in the years ended 30 June 2019 and prior.

·      An amortisation charge relating to intangible assets held by the Company totalling £224k relating to capitalised product development and £104k relating to intellectual property rights, to correctly reflect note 2.11 of the Group consolidated financial statements. Amortisation of £117k was charged in the year ended 30 June 2020 and £211k was charged in the years ended 30 June 2019 and prior. These intangible assets do not arise on as part of business combinations.

·      An impairment charge, of £6,300k for the year ended 30 June 2020 and £550k for the year ended 30 June 2019, relating to amounts due from subsidiaries, to correctly reflect note 2.16 of the Group consolidated financial statements. These amounts due from subsidiaries are unlikely to be repaid by the subsidiaries in full on a timely basis.

·      Register accruals totalling £37k relating to audit and tax fees for the prior year.

·      Write down £12k VAT asset to nil as irrecoverable.

·      Recognise expenses totalling £21k incorrectly recorded as prepayments in the year ended 30 June 2019.

·      Reclassify the £109k foreign exchange reserve, arising prior to 30 June 2019 to accumulated losses.

 

3.  Auditor's remuneration

 

The auditor's remuneration for audit and other services is disclosed in note 7 to the Group consolidated financial statements.

 

4.   Subsidiaries

 

Details of the Group's direct and indirect subsidiaries as at 30 June 2021 are as follows:

 

 

Name

 

Place of

incorporation

(or registration)

and operation

Class of shares held

Proportion

of ownership

interest%

Activity

InnovaDerma UK Limited

England & Wales

Ordinary

100%

Development, distribution and sale of skin & beauty and haircare products

SkinnyTan UK Limited

England & Wales

Ordinary

96%1

Development, distribution and sale of skin & beauty products

Ergon Medical Limited

England & Wales

Ordinary A & Ordinary B

100%

Development, distribution and sale of life science products

InnovaDerma AUS & NZ Pty Ltd

Australia

Ordinary

100%

Development, distribution and sale of skin & beauty and haircare products

Skinny Tan Pty Ltd

Australia

Ordinary

96%1

Development, distribution and sale of skin & beauty products

Innova Science Pty Ltd

Australia

Ordinary

100%

Development, distribution and sale of life science products

Bach Brands Pty Ltd

Australia

Ordinary

100%

Development, distribution and sale of skin & beauty products

InnovaDerma, Inc

USA

Common stock

100%

Development, distribution and sale of skin & beauty and haircare products

Innova Science, Inc

USA

Common stock

100%

Development, distribution and sale of life science products

InnovaDerma Philippines Inc

Philippines

Common

100%

Group support services

1The Group shareholding in Skinny Tan Pty Ltd and SkinnyTan UK Limited increased from 95.5% to 96.0% in the year ended 30 June 2021.

 

InnovaDerma plc

Notes to the Company financial statements (continued)

For the year ended 30 June 2021

 

 

 

 

£'000

Cost

 

 

 

At 1 July 2019

 

 

1,643

 

 

 

 

Additions

 

 

109

 

 

 

 

At 30 June 2020

 

 

1,752

 

 

 

 

Additions

 

 

59

 

 

 

 

At 30 June 2021

 

 

1,811

 

 

 

 

Accumulated impairment

 

 

 

At 1 July 2019

 

 

-

 

 

 

 

Impairment in year

 

 

(798)

 

 

 

 

At 30 June 2020

 

 

(798)

 

 

 

 

Impairment in year

 

 

-

 

 

 

 

At 30 June 2021

 

 

(798)

 

 

 

 

Carrying amount

 

 

 

At 1 July 2021

 

 

1,013

 

 

 

 

At 30 June 2020

 

 

954

 

 

 

 

At 30 June 2019

 

 

1,643

 

The investments in subsidiaries are all stated at cost less impairment.

 

5.   Other intangible assets

 

Intellectual property rights

£'000

 

Product development costs

£'000

 

Capitalised software

£'000

 

Total £'000

Cost

 

 

 

 

 

 

 

At 1 July 2019

104

 

216

 

-

 

320

Additions

-

 

17

 

-

 

17

Disposals

-

 

-

 

-

 

-

 

 

 

 

 

 

 

 

At 30 June 2020

104

 

233

 

-

 

337

 

 

 

 

 

 

 

 

Additions

-

 

-

 

123

 

123

Disposals

(104)

 

(233)

 

-

 

(337)

 

 

 

 

 

 

 

 

At 30 June 2021

-

 

-

 

123

 

123

 

 

 

 

 

 

 

 

Amortisation

 

 

 

 

 

 

 

At 1 July 2019

(46)

 

(148)

 

-

 

(194)

Charge for the year

(58)

 

(76)

 

-

 

(134)

On disposals

-

 

-

 

-

 

-

 

 

 

 

 

 

 

 

At 30 June 2020

(104)

 

(224)

 

-

 

(328)

 

 

 

 

 

 

 

 

Charge for the year

-

 

(8)

 

(3)

 

(11)

On disposals

104

 

232

 

-

 

336

 

 

 

 

 

 

 

 

At 30 June 2021

-

 

-

 

(3)

 

(3)

 

 

 

 

 

 

 

 

Carrying amount

 

 

 

 

 

 

 

At 1 July 2021

-

 

-

 

120

 

120

 

 

 

 

 

 

 

 

At 30 June 2020

-

 

9

 

-

 

9

 

 

 

 

 

 

 

 

At 30 June 2019

58

 

68

 

-

 

126

 

The disposals in the year ended 30 June 2021 represent intellectual property and development costs relating to brands which are no longer active and for which the Group expects no further sales.

 

6. Staff costs

 

The average monthly number of employees, excluding Non-Executive Directors, was as follows:

 

 

2021
Number

 

2020 Number

 

 

 

 

 

Management

 

1

 

-

Other staff

 

-

 

-

 

 

 

 

 

 

 

1

 

-

 

 

Staff costs for all employees during the year, including Non-Executive Directors, were as follows:

 

 

 

 

2021

£'000

 

2020

£'000

 

 

 

 

 

Wages and salaries

 

152

 

-

Social security costs

 

18

 

-

Pension scheme contributions

 

14

 

-

 

 

 

 

 

 

 

184

 

-

 

On 1 April 2021, the employment contracts of three Directors were transferred to the Company under the Transfer of Undertakings (Protection of Employment) regulations (TUPE). Prior to that date the current and former Directors were paid via subsidiary companies of the Group.

7. Trade and other receivables

 

 

 

 

 

 

2021
£'000

 

 

2020

(restated)
£'000

 

 

 

 

 

 

 

Prepayments and accrued revenue

 

 

 

19

 

8

Social security and other taxation

 

 

 

63

 

10

Deferred tax asset

 

 

 

-

 

113

Amounts due from subsidiary undertakings

 

 

 

1,176

 

527

Other debtors

 

 

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

1,258

 

658

 

Amounts due from subsidiary undertakings are unsecured, interest free and repayable on demand.

 

Amounts due from subsidiary undertakings have been reviewed for impairment in accordance with note 2.16 of the Group consolidated financial statements.

 

8. Trade and other payables

 

 

 

 

 

 

2021
£'000

 

 

2020

(restated)
£'000

 

 

 

 

 

 

 

Trade payables

 

 

 

66

 

36

Accruals and deferred income

 

 

 

159

 

33

Social security and other taxation

 

 

 

22

 

-

Amounts due to subsidiary undertakings

 

 

 

649

 

2,564

Other creditors

 

 

 

16

 

-

 

 

 

 

 

 

 

 

 

 

 

912

 

2,633

 

Trade payables and accruals principally comprise amounts outstanding for trade purchases and ongoing costs. The Group has financial risk management policies in place to ensure that all payables are paid within the pre-agreed credit terms.

 

9. Financial instruments

 

Categories of financial instruments

 

The Company's principal financial instruments are cash and trade receivables. The Company's exposure to risk is in line with the group and have been detailed in note 32 to the Group financial statements.

 

Intercompany balances

 

The carrying amount of these assets have been reviewed for impairment in accordance with note 2.16 of the Group consolidated financial statements.

 

Cash and cash equivalents

 

These comprise cash at bank held by the Company. The carrying amount of these assets approximates their fair value.

 

Financial liabilities

 

Trade payables principally comprise amounts outstanding for trade purchases and ongoing costs. The average credit period taken for trade purchases is 30 days. The carrying amount of trade payables approximates to their fair value.

 

10. Share capital

 

Details regarding the share capital of the Company are disclosed in note 20 to the Group consolidated financial statements.

 

11. Share premium account

 

Details regarding the share premium account of the Company are disclosed in note 21 to the Group consolidated financial statements.

 

12. Reserves

 

Details regarding reserves of the Company are disclosed in note 22 to the Group consolidated financial statements.

 

13. Ultimate controlling party

 

As at 30 June 2021 the Directors consider there to be no ultimate controlling party by virtue of the fact no one holds a majority shareholding in the Group.

 

14. Related party transactions

 

Details regarding related party transactions of the Company are disclosed in note 29 to the Group consolidated financial statements.

 

15. Events after the reporting date

 

Details regarding events after the reporting date of the Company are disclosed in note 30 to the Group consolidated financial statements.

 

16. Prior period restatement

 

The comparative figures for the year ended 30 June 2020 have been restated to correct the prior period accounting errors disclosed in note 2 of the Company financial statements. The following tables show the financial impact of the restatements by comparing the previously stated and the now restated Statement of Financial Position.

 

 

 

£'000

As reported 2020
£'000

 

£'000

Restatements 2020
£'000

 

£'000

As restated 2020
£'000

Non-current assets

 

 

 

 

 

 

 

 

Investment in subsidiaries

 

2,582

 

 

(1,628)

 

 

954

Other intangible assets

 

233

 

 

(224)

 

 

9

 

 

 

 

 

 

 

 

 

 

 

2,815

 

 

(1,852)

 

 

963

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

Cash and cash equivalents

436

 

 

-

 

 

436

 

Trade and other receivables

4,983

 

 

(4,325)

 

 

658

 

 

 

 

 

 

 

 

 

 

 

5,419

 

 

(4,325)

 

 

1,094

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Trade and other payables

(89)

 

 

(2,544)

 

 

(2,633)

 

 

 

 

 

 

 

 

 

 

Net current assets

 

5,330

 

 

(6,869)

 

 

(1,539)

 

 

 

 

 

 

 

 

 

Total assets less current liabilities

 

8,145

 

 

(8,721)

 

 

(576)

 

 

 

 

 

 

 

 

 

Net assets

 

8,145

 

 

(8,721)

 

 

(576)

 

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

 

 

Share capital

 

1,738

 

 

-

 

 

1,738

Share premium account

 

8,288

 

 

-

 

 

8,288

Foreign exchange reserve

 

(109)

3

 

109

 

 

-

Share-based payment reserve

 

-

 

 

78

 

 

78

Accumulated losses

 

(1,772)

 

 

(8,908)

 

 

(10,680)

 

 

 

 

 

 

 

 

 

Total Equity

 

8,145

 

 

(8,721)

 

 

(576)

 

 

 

 

£'000

As reported 2019
£'000

 

£'000

Restatements 2019
£'000

 

£'000

As restated 2019
£'000

Non-current assets

 

 

 

 

 

 

 

 

Investment in subsidiaries

 

2,312

 

 

(669)

 

 

1,643

Other intangible assets

 

216

 

 

(90)

 

 

126

 

 

 

 

 

 

 

 

 

 

 

2,528

 

 

(759)

 

 

1,769

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

Cash and cash equivalents

977

 

 

-

 

 

977

 

Trade and other receivables

5,201

 

 

(761)

 

 

4,440

 

 

 

 

 

 

 

 

 

 

 

6,178

 

 

(761)

 

 

5,417

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Trade and other payables

2

 

 

(14)

 

 

(12)

 

 

 

 

 

 

 

 

 

 

Net current assets

 

6,180

 

 

(775)

 

 

5,405

 

 

 

 

 

 

 

 

 

Total assets less current liabilities

 

8,708

 

 

(1,534)

 

 

7,174

 

 

 

 

 

 

 

 

 

Net assets

 

8,708

 

 

(1,534)

 

 

7,174

 

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

 

 

Share capital

 

1,738

 

 

-

 

 

1,738

Share premium account

 

8,288

 

 

-

 

 

8,288

Foreign exchange reserve

 

(109)

3

 

109

 

 

-

Accumulated losses

 

(1,209)

 

 

(1,643)

 

 

(2,852)

 

 

 

 

 

 

 

 

 

Total Equity

 

8,708

 

 

(1,534)

 

 

7,174

 

 

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
 
END
 
 
FR PPGCUPUPGUBU ]]>
TwitterFacebookLinkedIn