TIDMSKIN
RNS Number : 8958G
Integumen PLC
02 June 2017
Integumen plc
("Integumen" or the "Group")
FINAL RESULTS
Integumen (LSE: SKIN), the personal health care company
developing and commercialising technology and products for the
human integumentary system today announces its final results for
the period ended 31 December 2016.
Performance Highlights
-- 2016 has been a year of transformation as the Group has
successfully acquired and integrated three businesses in the period
under review, with one further acquisition in 2017, to create a
strong product portfolio within skincare, oral care and wound
care;
-- Now focused on commercialising product portfolio,
technologies and associated know-how in identified and growing
markets:
o Two product ranges are already on the market; The TS1 tongue
sanitiser and Labskin which is a human skin equivalent technology
targeting the cosmetic product testing sector;
o Signed a strategic supply agreement with Mono Dent, a leading
distributor of oral hygiene products in South Korea, with the
exclusive rights to distribute three products under the TSpro
brand.
Financial Results for the period ended 31 December 2016
-- Revenues of GBP52,062 with administrative costs of
(GBP1,066,424), reflecting the continued investment in the
development of the Labskin business;
-- Operating loss of (GBP1,077,078);
-- As at 31 December 2016 the Group had total assets of GBP4,996,166.
Since the period end, the Group raised GBP2.25m through our
flotation on AIM of the London Stock Exchange in April 2017, which
will be used for product development, sales & marketing and
working capital.
Declan Service, CEO of Integumen, said:
"Our successful listing on AIM is a significant milestone for
this young Company, and provides us with the platform we need to
grow the business. With the strong Board and senior management team
we have assembled, the Group's priority is to commercialise our
products, and deliver on the strategy we set out to our
shareholders during the IPO. We have the solid foundations from
which to build an exciting business in the medium to long-term, and
I look forward to updating the market as we progress."
Integumen plc Declan Service, CEO + 353 (0) 87 770 5506
------------------------- ----------------------- ---------------------------
SPARK Advisory Partners
Limited Neil Baldwin/Sean
(Nominated Adviser) Wyndham-Quin +44 (0) 113 370 8974
------------------------- ----------------------- ---------------------------
Turner Pope Investments
(TPI) Ltd Ben Turner/James Pope +44 (0) 20 3621 4120
------------------------- ----------------------- ---------------------------
Cardew Group Shan Shan Willenbrock +44 (0) 20 7930 0777
David Roach integumen@cardewgroup.com
------------------------- ----------------------- ---------------------------
Chairman's Statement
I am pleased to report our maiden results as a quoted company.
Integumen was admitted to trading on the AIM market of London Stock
Exchange plc on 5 April 2017, raising GBP2.25 million and I welcome
our new shareholders to this exciting business.
Our Business
Integumen Plc was incorporated and registered in England and
Wales on 28 May 2016, and consists of four wholly-owned
subsidiaries: UK-based Innovenn UK Limited and Lifesciencehub UK
Limited, TSpro GmbH in Germany, and Integumen Inc. in the United
States. Integumen Plc ("Integumen" or "Company") is a personal
health care company focused on developing and commercialising a
range of innovative products in the oral, skin and wound care
markets.
The Group has a portfolio of products, two of which are
generating revenue. The remaining products are in late stages of
development, with a skincare range planned for commercialisation in
2018. Our products are:
-- TS1, a tongue sanitiser designed for dental surgery and for home use
-- Labskin, a 3-dimensional human skin equivalent
-- Skincare
o Cosmeceuticals for the anti-ageing market
o Clarogel, over-the-counter cosmetic product for the treatment
of blemishes
-- Woundcare, chronic wound diagnostic tool called Wound pHase
and Hydrogel, a material used for the treatment of wounds
Further information on our products and technologies can be
found in the Chief Executive's Report.
To date, approximately GBP15 million of investment has been made
in total in the Group's products and technologies which are at the
late stages of development, meaning the risk associated with
commercialisation, such as the remaining cost of development, and
timeframe to launch, is mitigated. Additionally, our portfolio of
products does not require traditional phases 1-4 clinical trials
mitigating further commercial and clinical risks.
Currently, our oral care business and Labskin (a human skin
equivalent) are generating revenues and targeted at the B2B sector.
The Company is also developing additional products that will target
the consumer sector in the skincare market.
Our corporate offices are based in Ireland and the Company has a
product research and development laboratory in York which has its
own in-house staff of five people. The Group outsources its
manufacturing to third parties in order to preserve operating
margins.
Corporate governance
I believe that good corporate governance is important to support
our future growth and the Board, which has extensive experience in
publicly listed companies and running companies in the personal
healthcare sector, is committed to the highest standards.
People
I would like to thank the Board and the whole team for their
hard work and commitment, particularly during our listing process.
We have an excellent team who have the experience to deliver on our
strategic objectives.
Outlook
Integumen is a young company at the start of an exciting
journey, and the Board and senior management team are enthusiastic
about the medium to long-term prospects. We are operating in
sectors that have significant market opportunities with a portfolio
of quality products that are scalable. In the near term, we have
the right team in place that is already commercialising two of
these opportunities and will continue to bring more products to
market. The outlook for the business is encouraging while we remain
focused on building a sustainable business for the future, and we
look forward to updating shareholders as we progress.
Tony Richardson
Chairman
Chief Executive's Statement
I am pleased to report Integumen Plc's first set of results
since its admission to trading on the AIM market of the London
Stock Exchange, an important milestone in the lifetime of this
Company.
Highlights
During the listing process, we raised GBP2.25 million. After
listing costs, the proceeds will be used on product development and
sales & marketing and working capital. The Company is now
focused on commercialising the portfolio of products, technologies
and associated know-how it has assembled, which broadly focus on
applications with identified and growing markets within skincare,
oral care and wound care. As a Board, we took the strategic
decision to diversify our range in order to provide Integumen with
a portfolio approach that reduces the risk of any one product or
technology.
Integumen already has two product ranges on the market; The TS1
tongue sanitiser and Labskin which is a human skin equivalent
technology targeting the cosmetic product testing sector.
TS1 - Oral care
Integumen has developed TS1, a disposable tongue vacuum cleaner
for professional use in the dental surgery, a tongue gel and a
handle which turns the tongue vacuum cleaner into a tongue scraper
for home use. It targets a growing segment of the global oral care
market. TS1 enables the deep cleaning of the tongue and the removal
of bacteria plaque from the oral cavity. TS1 has specialist
distributors who are already distributing the product, primarily
TSpro to the B2B dentistry market in Germany, Austria, Switzerland,
Italy, Denmark, Sweden, Norway, Slovakia and countries in the
Middle East.
In April 2017, the Company signed its first supply agreement in
Asia with Mono Dent, a leading distributor of oral hygiene products
to dental surgeries and dental universities in South Korea, for an
initial period of three years. The agreement provides Mono Dent
with the exclusive rights to distribute three products under the
TSpro brand within South Korea. Opening orders have already been
received, and as part of the exclusive agreement, Mono Dent has
committed to a sales and marketing strategy for TS1 to penetrate
further the South Korean market. South Korea has approximately
20,000 dental surgeries and is a growing market driven by medical
tourism and cosmetic dental surgery.
Labskin
The overarching global cell-based assays market is expected to
reach nearly $21.6 billion by 2018 with a five year CAGR of 12.4
per cent. (Source: Cell Based Assays: Technologies and Global
Markets, BCC Research), driven primarily by the reduction in or ban
on using animals for testing cosmetics products.
Labskin is a 3-dimensional human skin equivalent model which has
been designed for use in this space. It is used for basic and
applied skin research, pre-clinical screening, microbial
(bacterial) testing, and efficacy studies of personal care
products. It is sold as both a consumable product to third parties,
and a managed testing service conducting experiments from our
facility in York. It made small scale commercial sales during 2016
to customers included GoJo, ONTEX and GlaxoSmithKline.
In March 2017, the Company entered a three-year OEM supply
agreement with a European partner for the supply of Labskin. The
Company is in discussions with R&D departments of a number of
cosmetic and pharmaceutical companies, independent testing
companies and academic institutions, driven in part by the EU ban
on animal testing in cosmetics.
Visible Youth
The global anti-ageing products market is expected to grow at a
CAGR of 8 per cent., from $150 billion in 2015 to $192 billion in
2019 (Source: Anti-ageing Market: Global Industry Analysis and
Opportunity Assessment 2015-2019, Future Market Insights), and the
market for anti-wrinkle products is assessed at $77.7 billion in
2016 (Source: Anti-ageing Market: Global Industry Analysis and
Opportunity Assessment 2015-2019, Future Market Insights).
Visible Youth Consumer and Visible Youth Professional are a
range of cosmeceuticals targeting this anti-ageing market. Visible
Youth is a brand whose first six consumer launch products will
comprise a cleanser, toner, face serum, eye serum, moisturising
cream with SPF20 and a night cream. We expect to launch it in
2018.
The professional products include products for use after skin
rejuvenation procedures such as chemical peel or dermabrasion, and
a number of other products are planned. Formulation patents are
pending or granted, and trademarks registered, in various
jurisdictions. The Company is also considering partnering with more
established cosmetic companies in order to achieve a presence in
this market.
Clarogel
Skin blemishes are one of the most pervasive skin conditions in
younger people: over 80 per cent. of adolescents and young adults
are affected by this condition at some point. (Source: National
Institute of Arthritis and Musculoskeletal and Skin Diseases).
Clarogel is an over-the-counter cosmetic product for the
treatment of blemishes (non-medical treatment of symptoms of acne).
It is a late stage product and historically the product has been
the subject of a clinical study against a market leading product
and demonstrated a greater reduction in inflamed lesions than the
comparator after one month of use and significantly reduced sebum
excretion. Clarogel is patented in Europe and the United
States.
Woundcare
The Company has developed an innovative chronic diagnostic tool
called Wound pHase. The polymer film in disc form is applied to a
wound and surrounding skin in the same way as a traditional
hydrogel dressing. Responding to the acidity/alkalinity of the
wound, the disc changes colour within five minutes. The
colorimetric response of the disc to the wound indicates the
acidity/alkalinity and changing state of the wound bed in order to
vary the appropriate treatment regime.
Hydrogel is a product the Company is exploring as a dressing for
use in the treatment of burns. This will be conducted in parallel
with the development of Wound pHase.
Results
The Company made an operating loss of (GBP1,077,078), based on
revenues of GBP52,062, with administrative costs of (GBP1,066,424).
2016 has been a year of transformation for Integumen Plc, and as we
progress through 2017 the Company will demonstrate its ability to
commercialise products we added last year to the portfolio.
Strategy
Integumen has purposefully assembled businesses which possess
products, technologies and know-how which are generally in advanced
stages of development or at an early stage of
commercialisation.
The Company aims to apply the Board's collective experience,
market knowledge and contacts to demonstrate the commercial
potential of these products, technologies and know-how in the most
effective way, given its resources. This approach could
involve:
-- Direct product sales by Integumen and its subsidiaries;
-- Product sales through marketing and distribution partners
with existing and proven infrastructure; and/or,
-- Selectively seeking licensing partners, once value has been
added through development activity, brand creation or early market
adoption.
We look forward to updating you on the progress of this strategy
as we go forward.
Outlook
The portfolio of products and technologies we have put together
inside this young company, together with a strong Board and senior
management team, provides us with a platform from which to build an
exciting business in the medium to long-term. Our chosen sectors
for commercialising our products are large, with clear opportunity
for new innovative products and technologies.
We are already commercialising two of the products in our
portfolio and by the end of 2017, more of our products will be on
the market. The outlook is encouraging, our team is focused on
building a sustainable business, and we look forward to updating
shareholders in the future.
Declan Service
Chief Executive Officer
1 June 2017
Consolidated Statement of Comprehensive Income
For the year ended 31 December 2016
2016 2015
Notes GBP GBP
--------------------------------------- ------ ------------ ----------
Revenue 5 52,062 4,015
Costs of sales (62,716) -
--------------------------------------- ------ ------------ ----------
Gross (loss)/profit (10,654) 4,015
Administrative Costs (1,066,424) (416,074)
Operating loss 6 (1,077,078) (412,059)
--------------------------------------- ------ ------------ ----------
Depreciation 6,16 33,747 20,584
Amortisation 6,15 85,214 35,442
Exceptional items 7 184,916 -
EBITDA before exceptional items (773,201) (356,033)
--------------------------------------- ------ ------------ ----------
Finance costs 11 (17,523) (2,174)
Loss before income tax (1,094,601) (414,233)
Income tax credit 12 48,440 -
--------------------------------------- ------ ------------ ----------
Loss for the year (1,046,161) (414,233)
--------------------------------------- ------ ------------ ----------
Other comprehensive income
--------------------------------------- ------ ------------ ----------
Currency translation differences (20,657) -
--------------------------------------- ------ ------------ ----------
Total comprehensive loss for the year (1,066,818) (414,233)
--------------------------------------- ------ ------------ ----------
Loss per share attributable to owners
of the parent during the year GBP GBP
Basic and diluted loss per ordinary share 13 0.29 0.13
------------------------------------------- --- ----- -----
The Company has elected to take the exemption under section 408
of the Companies Act 2006 not to present the parent Company income
statement account.
The profit for the parent Company for the year was GBPNil.
Consolidated and Company's Statement of Financial Position
As at 31 December 2016
Group Group Company
2016 2015 2016
Notes GBP GBP GBP
-------------------------------- ------- ------------ ---------- ----------
Assets
Non-current assets
Intangible assets 15 4,548,194 510,527 -
Property, plant and equipment 16 87,601 116,711 -
Investments in subsidiaries 17 - - 4,732,456
Loan to subsidiary undertaking 17 - - 2,755,618
Total non-current assets 4,645,795 627,238 7,488,074
-------------------------------- ------- ------------ ---------- ----------
Current assets
Inventories 19 11,203 8,854 -
Trade and other receivables 20 309,129 88,882 339,176
Cash and cash equivalents 21 30,039 23,156 -
-------------------------------- ------- ------------ ---------- ----------
Total current assets 350,371 120,892 339,176
-------------------------------- ------- ------------ ---------- ----------
Total assets 4,996,166 748,130 7,827,250
-------------------------------- ------- ------------ ---------- ----------
Equity attributable to owners
Share capital 25 7,365,324 194 7,365,324
Share premium account 27 - 745,645 -
Retained loss 26 (1,912,639) (866,478) -
Foreign currency reserve 27 (20,657) - -
Reverse acquisition reserve 27 (2,843,135) - -
Total equity 2,588,893 (120,639) 7,365,324
-------------------------------- ------- ------------ ---------- ----------
Liabilities
Non-current liabilities
Deferred tax liabilities 23 93,069 - -
Borrowings 24 667,024 47,120 -
Total non-current liabilities 760,093 47,120 -
-------------------------------- ------- ------------ ---------- ----------
Current liabilities
Trade and other payables 22 1,445,407 805,369 461,926
Deferred tax liabilities 23 10,486 - -
Borrowings 24 191,287 16,280 -
Total current liabilities 1,647,180 821,649 461,926
-------------------------------- ------- ------------ ---------- ----------
Total liabilities 2,407,273 868,769 461,926
-------------------------------- ------- ------------ ---------- ----------
Total equity and liabilities 4,996,166 748,130 7,827,250
-------------------------------- ------- ------------ ---------- ----------
The financial statements were approved and authorised for issue
by the Board on 1 June 2017.
Declan Service Integumen Plc
Chief Executive Officer Registered no: 10205396
Consolidated and Company's Statement of Cash Flows
For the period ended 31 December 2016
Group Group Company
2016 2015 2016
Notes GBP GBP GBP
-------------------------------------------------------- ------ ---------- ---------- ----------
Cash Flow from operating activities
-------------------------------------------------------- ------ ---------- ---------- ----------
Cash (used in)/generated from operations 28 (975,267) 278,291 122,750
Taxation 6,930 - -
Interest paid (17,523) (2,174) -
Net cash (used in)/generated from operating activities (985,860) 276,117 122,750
-------------------------------------------------------- ------ ---------- ---------- ----------
Cash flow from investing activities
Acquisition of investments - - (122,750)
Payments to acquire intangibles (945,032) (384,911) -
Purchase of property, plant and equipment (1,604) (98,313) -
Net cash used in investing activities (946,636) (483,224) (122,750)
-------------------------------------------------------- ------ ---------- ---------- ----------
Cash flow from financing activities
Proceeds from issuance of ordinary shares 1,144,468 - -
New loans 858,402 - -
Capital element of finance lease (24,542)
Repayments on borrowings (38,949) - -
Net cash generated by financing activities 1,939,379 - -
-------------------------------------------------------- ------ ---------- ---------- ----------
Net increase/ (decrease) in cash and cash equivalents 6,883 (207,107) -
Cash and cash equivalents at beginning of year 23,156 245,838 -
Exchange difference on cash and cash equivalents - (15,575) -
Cash and cash equivalents at end of year 21 30,039 23,156 -
-------------------------------------------------------- ------ ---------- ---------- ----------
Consolidated and Company's Statement of Changes in Shareholders'
Equity
Group
Reverse Foreign
Share acquisition currency Retained
Share capital premium reserve reserve earnings Total
GBP GBP GBP GBP GBP GBP
---------------- ---------------- ------------ --------------- --------------- ------------ ------------
At 1 January
2015 194 745,645 - - (452,245) 293,594
---------------- ---------------- ------------ --------------- --------------- ------------ ------------
Changes in
equity for the
year
ended 31
December 2015
Loss for the
year - - - - (414,233) (414,233)
Total
comprehensive
loss
for the year - - - - (414,233) (414,233)
---------------- ---------------- ------------ --------------- --------------- ------------ ------------
At 31 December
2015 194 745,645 - - (866,478) (120,639)
---------------- ---------------- ------------ --------------- --------------- ------------ ------------
Changes in
equity for the
year
ended 31
December 2016
Loss for the
year - - - - (1,046,161) (1,046,161)
Currency
translation
differences - - - (20,657) - (20,657)
---------------- ---------------- ------------ --------------- --------------- ------------ ------------
Total
comprehensive
loss
for the year - - - (20,657) (1,046,161) (1,066,818)
---------------- ---------------- ------------ --------------- --------------- ------------ ------------
Transactions
with the owners
Shares issued
during the
year 7,365,400 1,144,392 - - - 8,509,792
Reverse
acquisition
arising (270) (1,890,037) (2,843,135) - - (4,733,442)
Total
contributions
by and
distributions
to owners 7,365,130 (745,645) (2,843,135) - - 3,776,350
---------------- ---------------- ------------ --------------- --------------- ------------ ------------
At 31 December
2016 7,365,324 - (2,843,135) (20,657) (1,912,639) 2,588,893
---------------- ---------------- ------------ --------------- --------------- ------------ ------------
Company
Retained
Share capital earnings Total
GBP GBP GBP
-------------------------------------------- ---------------- ---------- ----------
Changes in equity for the period beginning
28 May 2016
Total comprehensive gain for the year - - -
Shares issued during the period 7,365,324 - 7,365,324
At 31 December 2016 7,365,324 - 7,365,324
---------------------------------------------- ---------------- ---------- ----------
Notes to the Financial Statements
For the period ended 31 December 2016
1. General information
Integumen Plc is a company incorporated in England and Wales.
The Company is a public limited company admitted to trading on the
AIM market of the London Stock Exchange since 5 April 2017. The
address of the registered office is Sand Hutton Applied Innovation
Campus, Sand Hutton, York, North Yorkshire, YO41 1LZ.
The principal activity of the Group is that of developing
technologies in the skin industry. The Group has a presence in the
UK, Ireland and Germany.
The financial statements are presented in pounds sterling, the
currency of the primary economic environment in which the Group's
trading companies operate. The Group comprises Integumen Plc and
its subsidiary companies as set out in note 17.
The registered number of the Company is 10205396.
2. Summary of significant accounting policies
The principal accounting policies applied in the preparation of
these consolidated financial statements are set out below. The
policies have been consistently applied throughout the year, unless
otherwise stated.
Basis of preparation
The consolidated financial statements of Integumen Plc have been
prepared in accordance with International Financial Reporting
Standards as adopted by the European Union (IFRSs), IFRIC
interpretations and the Companies Act 2006 applicable to companies
reporting under IFRS. Practice is continuing to evolve on the
application and interpretations of IFRS.
The consolidated financial statements have been prepared under
the historical cost convention.
The preparation of financial statements in conformity with IFRS
requires the use of certain critical accounting estimates. It also
requires management to exercise its judgement in the process of
applying the Group's accounting policies. The areas involving a
higher degree of judgement or complexity, or areas where
assumptions and estimates are significant to the consolidated
financial statements are disclosed in note 4.
Interpretations and revised standards that are not yet effective
and have not been early adopted by the Group
The following interpretations to existing standards have been
published that are mandatory for the Group's future accounting but
which the Group has not adopted early. Management has not yet fully
assessed the impact of these new standards but does not believe
they will have any material impact on the financial statements.
-- Annual improvements 2014 - 2016 cycle
-- IAS 7 (Amendment): Statement of cash flows - disclosure
initiative amendments (from 1 January 2017)
-- IAS 12 (Amendment): Income taxes - Statement of cash flows -
Recognition of Deferred Tax assets for unrealised losses (from 1
January 2017)
-- IFRS 2 (Amendment): Share based payments - classification and
measurement of share based payment transactions (from 1 January
2017)
-- IFRS 9: Financial Instruments - Replace IAS 39 in its entirety (from 1 January 2018)
-- IFRS 15: Revenue from Contracts with Customers (from 1 January 2018)
-- Clarifications to IFRS 15 Revenue from Contracts with Customers (from 1 January 2017)
-- IFRS 16: Leases - Replace IAS 17 in its entirety (from 1 January 2019)
-- IAS 16 (Amendment): Property, plant and equipment -
clarification of acceptable methods of depreciation (from 1 January
2016)
-- IAS 38 (Amendment): Intangible assets - clarification of
acceptable methods of amortisation (from 1 January 2016)
-- IFRS 10 (Amendment): Consolidated financial statements -
applying the consolidation exception (from 1 January 2016)
There are no other IFRSs or IFRIC interpretations that are not
yet effective that would be expected to have a material impact on
the Group.
Going concern
The Group meets its day-to-day working capital requirements
through the use of cash reserves and existing bank facilities. The
Company was admitted to trading on the AIM market of the London
Stock Exchange on 5 April 2017 raising GBP2.25million in new
funds.
The Directors have considered the applicability of the going
concern basis in the preparation of these financial statements.
This included the review of internal budgets and financial results
which show, taking into account reasonably probable changes in
financial performance that the Group should be able to operate
within the level of its current funding arrangements.
The Directors have a reasonable expectation that the Company and
the Group have adequate resources to continue in operation for the
foreseeable future. For this reason, they have adopted the going
concern basis in the preparation of the financial statements.
Basis of consolidation
The consolidated financial statements incorporate the financial
statements of the Company and its subsidiary and associated
undertakings. Subsidiaries are all entities over which the Group
has the power to govern their financial and operating policies
generally accompanying a shareholding of more than fifty per cent
of the voting rights. The existence and effect of potential voting
rights that are currently exercisable or convertible are considered
when assessing whether the Group controls another entity.
Subsidiaries are fully consolidated from the date on which control
is transferred to the Group. They are de-consolidated from the date
that control ceases.
Inter-company transactions, balances and unrealised gains on
transactions between Group companies are eliminated. Unrealised
losses are also eliminated. Accounting policies of subsidiaries
have been changed where necessary to ensure consistency with the
policies adopted by the Group.
The Group's share of post-acquisition profit or loss is
recognised in the income statement, and its share of
post-acquisition movements in other comprehensive income is
recognised in the comprehensive income with a corresponding
adjustment in the carrying amount of the investment.
(a) Acquisition accounting
The Group uses the acquisition method of accounting to account
for business combinations. The consideration transferred for the
acquisition of a subsidiary is the fair values of the assets
transferred, the liabilities incurred and the equity interests
issued by the Group. The consideration transferred includes the
fair value of any asset or liability resulting from a contingent
consideration agreement. Acquisition related costs are expensed as
incurred. Identifiable assets acquired and liabilities and
contingent liabilities assumed in a business combination are
measured initially at their fair values at the acquisition date. On
an acquisition by acquisition basis, the Group recognises any
non-controlling interest in the acquiree either at fair value or at
the non-controlling interest's proportionate share of the
acquiree's net assets.
The excess of the consideration transferred, the amount of any
non-controlling interest in the acquiree and the acquisition date
fair value of any previous equity interest in the acquiree over the
fair value of the Group's share of the identifiable net assets
acquired is recorded as goodwill. If this is less than the fair
value of the net assets of the subsidiary acquired in the case of a
bargain purchase, the difference is recognised directly in the
income statement.
Investments in subsidiaries are accounted for at cost less
impairment. Cost is adjusted to reflect changes in consideration
arising from contingent consideration amendments.
(b) Reverse acquisition accounting
The acquisition of Innovenn UK Limited and its subsidiary by
Integumen Plc on 17 November 2016 has been accounted using the
principles of reverse acquisition accounting. Although the Group
financial statements have been prepared in the name of the legal
parent, Integumen Plc, they are in substance a continuation of the
consolidated financial statements of the legal subsidiary, Innovenn
UK Limited. The following accounting treatment has been applied in
respect of the reverse accounting:
The assets and liabilities of the legal subsidiary, Innovenn UK
Limited are recognised and measured in the Group financial
statements at the pre-combination carrying amounts, without
restatement of fair value. The retained earnings and other equity
balances recognised in the Group financial statements reflect the
retained earnings and other equity balances of Innovenn UK Limited
immediately before the business combination and the results of the
period from 1 January 2014 to the date of the business combination
are those of Innovenn UK Limited. However, the equity structure
appearing in the Group financial statements reflects the equity
structure of the legal parent, Integumen Plc, including the equity
instruments issued in order to effect the business combination.
Foreign currency translation
(a) Functional and presentational currency
Items included in the financial statements of each of the
Group's entities are measured using the currency of the primary
economic environment in which the entity operates (the functional
currency). The consolidated financial statements are presented in
sterling, which is the functional and presentational currency of
the main operating entities.
(b) Transactions and balances
Foreign currency transactions are translated into the functional
currency using the exchange rates prevailing at the dates of the
transactions where items are re-measured. Foreign exchange gains
and losses resulting from the settlement of such transactions and
from the translation at year-end exchange rates of monetary assets
and liabilities denominated in foreign currencies are recognised in
the income statement within 'administrative expenses', except when
deferred in other comprehensive income as qualifying cash flow
hedges and qualifying net investment hedges.
(c) Group companies
The results and financial position of all the Group entities
(none of which has the currency of a hyper-inflationary economy)
that have a functional currency different from the presentation
currency are translated into the presentational currency as
follows:
-- assets and liabilities for each balance sheet presented are
translated at the closing rate at the date of that balance
sheet;
-- income and expenses for each income statement are translated at average exchange rates; and
-- all resulting exchange differences are recognised in other comprehensive income.
On consolidation, exchange differences arising from the
translation of the net investment in foreign operations are taken
to other comprehensive income. When a foreign operation is
partially disposed of or sold, exchange differences that were
recorded in equity are recognised in the income statement as part
of the gain or loss on sale.
Goodwill and fair value adjustments arising on the acquisition
of a foreign entity are treated as assets and liabilities of the
foreign entity and translated at the closing rate.
Segmental reporting
Operating segments are reported in a manner consistent with the
internal reporting provided to the chief operating decision-maker.
The chief operating decision-maker, who is responsible for
allocating resources and assessing performance of the operating
segments, has been identified as the Executive Directors who make
strategic decisions.
Property, plant and equipment
Property, plant and equipment are stated at historical cost less
accumulated depreciation and any provision for impairment.
Historical cost includes expenditure that is directly attributable
to the acquisition of the asset and bringing the asset to its
working condition for its intended use.
Subsequent costs are included in the asset's carrying amount or
recognised as a separate asset, as appropriate, only where it is
probable that future economic benefits associated with the asset
will flow to the Group and the cost of the asset can be measured
reliably. The carrying amount of the replaced part is derecognised.
All other repairs and maintenance are charged to the income
statement during the financial period in which they are incurred.
Any borrowing costs associated with qualifying property plant and
equipment are capitalised and depreciated at the rate applicable to
that asset category.
Depreciation on assets is calculated using the straight-line
method or reducing balances method to allocate their cost to its
residual values over their estimated useful lives, as follows:
Fixtures and fittings 20% -25%
The assets' residual values and useful economic lives are
reviewed regularly, and adjusted if appropriate, at the end of each
reporting period.
An asset's carrying value is written down immediately to its
recoverable amount if the asset's carrying amount is greater than
its estimated recoverable amount.
Gains and losses on the disposal of assets are determined by
comparing the proceeds with the carrying amount and are recognised
in administration expenses in the income statement.
Intangible assets
Intellectual property rights
Intellectual property rights relate to patents acquired by the
Group. Amortisation is calculated using the straight-line method
over the expected life of 10 years and is charged to administrative
expenses in the income statement.
Impairment of non-financial assets
Assets that have an indefinite life such as goodwill are not
subject to amortisation and are tested annually for impairment.
Assets that are subject to amortisation are reviewed for impairment
whenever events or changes in circumstances indicate that the
carrying amount may not be recoverable. An impairment loss is
recognised for the amount by which the carrying amount exceeds its
recoverable amount.
The recoverable amount is the higher of an asset's fair value
less costs to sell and value in use. In assessing value in use, the
estimated future cash flows are discounted to their present value
using a pre-tax discount rate that reflects current market
assessments of the time value of the money and the risks specific
to the asset which the estimates of future cash flows have not been
adjusted.
For the purposes of assessing impairment, assets are grouped at
the lowest levels for which there are separately identifiable cash
flows. Impairment losses recognised for cash-generating units, to
which goodwill has been allocated, are credited initially to the
carrying amount of goodwill. Any remaining impairment loss is
charged pro rata to the other assets in the cash-generating
unit.
Where an impairment loss subsequently reverses, the carrying
amount of the asset (cash-generating unit) is increased to the
revised estimate of its recoverable amount, but so that the
increased carrying amount does not exceed the carrying amount that
would have been determined had no impairment loss been recognised
for the asset (cash-generating unit) in the prior period. A
reversal of an impairment loss is recognised in the income
statement immediately. If goodwill is impaired however, no reversal
of the impairment is recognised in the financial statements.
Financial assets
Classification
The Company classifies its financial assets in the loans and
receivables category. The classification depends on the purpose for
which the financial assets were acquired and management determines
the classification of its financial assets at initial
recognition.
Loans and receivables
Loans and receivables are non-derivative financial assets with
fixed or determinable payments that are not quoted in an active
market. They are included in current assets, except for maturities
greater than 12 months after the balance sheet date. These are
classified as non-current assets. The Company's loans and
receivables comprise 'trade and other receivables' and cash and
cash equivalents in the balance sheet.
Recognition and measurement
Regular purchases and sales of financial assets are recognised
on the trade date - the date on which the Company commits to
purchase the asset. Assets are initially recognised at fair value
plus transaction costs. Financial assets are derecognised when the
risk and rewards of ownership have been transferred.
Loans and receivables are subsequently carried at amortised cost
using the effective interest rate method.
Financial liabilities
Debt is measured at fair value, being net proceeds after
deduction of directly attributable issue costs, with subsequent
measurement at amortised cost. Debt issue costs are recognised in
the income statement over the expected term of such instruments at
a constant rate on the carrying amount.
Research and development
Research expenditure is written off to the statement of
comprehensive income in the year in which it is incurred.
Development expenditure is written off in the same way unless the
directors are satisfied as to the technical, commercial and
financial viability of individual projects. In this situation, the
expenditure is deferred and amortised over the period during which
the company is expected to benefit.
Trade and other receivables
Trade receivables are initially recognised at fair value, being
the original invoice amount, and subsequently measured at amortised
cost less provision for impairment. A provision for impairment is
established when there is objective evidence that the Group will
not be able to collect all amounts due according to the original
terms of the receivable. Trade receivables that are less than three
months past due date are not considered impaired unless there are
specific financial or commercial reasons that lead management to
conclude that the customer will default. Older debts are considered
to be impaired unless there is sufficient evidence to the contrary
that they will be settled. The amount of the provision is the
difference between the asset's carrying value and the present value
of the estimated future cash flows. The carrying amount of the
asset is reduced through the use of an allowance account, and the
amount of the loss is recognised in the income statement within
administrative expenses. When a trade receivable is uncollectible
it is written off against the allowance account. Subsequent
recoveries of amounts previously written off are credited against
administrative expenses in the income statement.
Cash and cash equivalents
Cash and short-term deposits in the balance sheet comprise cash
at bank and in hand and short-term deposits with an original
maturity of less than three months, reduced by overdrafts to the
extent that there is a right of offset against other cash
balances.
For the purposes of the consolidated cash flow statement, cash
and cash equivalents consist of cash and short-term deposits as
defined above net of outstanding bank overdrafts.
Share capital
Ordinary Shares and Deferred shares are classified as equity.
Proceeds in excess of the nominal value of shares issued are
allocated to the share premium account and are also classified as
equity. Incremental costs directly attributable to the issue of new
Ordinary Shares or options are deducted from the share premium
account.
Trade payables
Trade payables are obligations to pay for goods or services that
have been acquired in the ordinary course of business from
suppliers. Accounts payable are classified as current liabilities
if payment is due within one year or less (or in the normal
operating cycle of the business if longer). If not, they are
presented as non-current liabilities. Trade payables are recognised
initially at fair value and subsequently measured at amortised cost
using the effective interest method.
Borrowings
Borrowings are recognised initially at the fair value of
proceeds received, net of transaction costs incurred. Borrowings
are subsequently carried at amortised cost. Borrowings are
classified as current liabilities unless the Group has an
unconditional right to defer settlement of the liability for at
least 12 months after the balance sheet date.
Borrowing costs are expensed in the consolidated Group income
statement under the heading 'finance costs'. Arrangement and
facility fees together with bank charges are charged to the income
statement under the heading 'administrative costs'.
Current and deferred income tax
The tax expense comprises current and deferred tax. Tax is
recognised in the income statement, except to the extent that it
relates to items recognised in other comprehensive income where the
associated tax is also recognised in other comprehensive
income.
The current income tax charge is calculated on the basis of the
tax laws enacted or substantively enacted at the balance sheet date
in the countries where the Company and its subsidiaries operate and
generate taxable income. Management evaluates positions taken in
tax returns with respect to situations in which applicable tax
regulation is subject to interpretation and establishes provisions
where appropriate on the basis of amounts expected to be paid to
the tax authorities.
Deferred tax is recognised, using the liability method, on all
temporary differences at the balance sheet date between the tax
bases of assets and liabilities and their carrying amounts for
financial reporting purposes. Deferred tax liabilities are
recognised in respect of all temporary differences except where the
deferred tax liability arises from the initial recognition of
goodwill in business combinations.
Deferred tax assets are recognised for all deductible temporary
differences, carry-forward of unused tax assets and tax losses, to
the extent that they are regarded as recoverable. They are regarded
as recoverable where, on the basis of available evidence, there
will be sufficient taxable profits against which the future
reversal of the underlying temporary differences can be
deducted.
The carrying value of the amount of deferred tax assets is
reviewed at each balance sheet date and reduced to the extent that
it is no longer probable that sufficient taxable profit will be
available to allow all, or part, of the tax asset to be
utilised.
Deferred tax assets and liabilities are measured at the tax
rates that are expected to apply to the year when the asset is
realised or the liability is settled, based on the tax rates (and
tax laws) that have been substantively enacted at the balance sheet
date.
Deferred income tax assets and liabilities are offset when there
is a legally enforceable right to offset current tax assets against
current tax liabilities and when the deferred income tax assets and
liabilities relate to income taxes levied by the same taxation
authority on either the taxable entity or different taxable
entities where there is an intention to settle the balances on a
net basis.
Exceptional items
These are items of an unusual or non-recurring nature incurred
by the Group and include transactional costs and one-off items
relating to business combinations, such as acquisition
expenses.
Leases
Leases which transfer substantially all the risks and rewards of
ownership of an asset are treated as a finance lease. Assets held
under finance leases are capitalised at their fair value at the
inception of the lease and depreciated over the estimated useful
economic life of the asset or lease term if shorter. The finance
charges are allocated to the income statement in proportion to the
capital amount outstanding.
All other leases are classified as operating leases. Operating
lease rentals are charged to the income statement in equal annual
amounts over the lease term.
Employee benefits
Pension obligations
Group companies operate a pension scheme with defined
contribution plans. A defined contribution plan is a pension plan
under which the Group pays fixed contributions into a separate
entity with the pension cost charged to the income statement as
incurred. The Group has no further obligations once the
contributions have been paid.
Revenue recognition
(a) Revenue from services to customers
Revenue is recognised to the extent that it is probable that
economic benefits will flow to the Company and the revenue can be
reliably measured. Revenue represents the fees and commissions, net
of discounts, derived from services provided to and invoiced to
customers. Revenue is recognised in the period in which the service
is performed, in accordance with contractual arrangements. Income
billed in advance of the performance of service is deferred and
income in respect of work carried out but not billed at the period
end is accrued. In these cases, revenue is recognised by reference
to the stage of completion which is measured by reference to labour
hours incurred to the period end as a percentage of the total
estimated labour hours for the contract. Where the contract outcome
cannot be measured reliably, revenue is recognised to the extent of
the expenses recognised that are recoverable.
(b) Interest income
Interest income is accrued on a time basis, by reference to the
principal outstanding and at the effective interest rate
applicable, which is the rate that exactly discounts estimated
future cash receipts through the expected life of the financial
asset to that asset's net carrying amount.
(c) Royalty and licence income
Royalty and licence income is recognised on an accruals basis in
accordance with the substance of the relevant agreements.
Dividend distribution
Dividend distributions to the Company's shareholders are
recognised as a liability in the Group's financial statements in
the period in which the dividends are approved by the Company's
shareholders. Interim dividends are recognised when paid.
3. Financial risk management
Financial risk factors
The Group's activities expose it to a variety of financial
risks: market risk (foreign exchange risk and cash flow interest
rate risk), credit risk, liquidity risk, capital risk and fair
value risk. The Group's overall risk management programme focuses
on the unpredictability of the financial markets and seeks to
minimise the potential adverse effects on the Group's financial
performance. The Group does not use derivative financial
instruments to hedge risk exposures.
Risk management is carried out by the head office finance team.
It evaluates and mitigates financial risks in close co-operation
with the Group's operating units. The Board provides principles for
overall risk management whilst the head office finance team
provides specific policy guidance for the operating units in terms
of managing foreign exchange risk, credit risk and cash and
liquidity management.
(a) Market risk
(i) Foreign exchange - cash flow risk
The Group's presentational currency is sterling although it
operates internationally and is exposed to foreign exchange risk
arising from various currency exposures, primarily between Euro,
USD and the GBP such that the Group's cash flows are affected by
fluctuations in the rate of exchange between sterling and the
aforementioned foreign currencies.
Management do not use derivative financial instruments to
mitigate the impact of any residual foreign currency exposure not
mitigated by the natural hedge within the business model. The Group
does not speculate in foreign currencies and no operating Company
is permitted to take unmatched positions in any foreign
currency.
(ii) Foreign exchange - Fair value risk
Translation exposures that arise on converting the results of
overseas subsidiaries are not hedged. Net assets held in foreign
currencies are hedged wherever practical by matching borrowings in
the same currency. The principal exchange rates used by the Group
in translating overseas profits and net assets into Euro are set
out in the table below.
Average rate Year end rate Average rate Year end rate
Compared to Sterling 2016 2016 2015 2015
Euro 0.82 0.85 0.72 0.74
US Dollar 0.75 0.81 0.66 0.68
(iii) Cash flow and fair value interest rate risk
The Group has assets in the form of cash and cash equivalents
and limited interest bearing liabilities which relate to long-term
borrowing. Interest rates on cash and cash equivalents are
currently zero whilst interest rates on bank borrowings are 4.25%
over the banks Cost of Funds Rate and therefore expose the Group to
fair value interest rate risk. The Group does not speculate on
future changes in interest rates.
Where overseas acquisitions are made, it is the Group's policy
to arrange any borrowings required in local currency.
It is the Group's policy not to trade in derivative financial
instruments. The Group does not use interest rate swaps.
(b) Credit risk
Credit risk is managed on a Group basis, except for credit risk
relating to accounts receivable balances. Each local subsidiary and
operating business unit is responsible for managing and analysing
the credit risk for each of their new customers before standard
payment and delivery terms and conditions are offered. Credit risk
is managed at the operating business unit level and monitored at
the Group level to ensure adherence to Group policies. If there is
no independent rating, local management assesses the credit quality
of the customer, taking into account its financial position, past
experience and other factors. Individual risk limits are set based
on internal or external ratings in accordance with limits set by
the board. The utilisation of credit limits is regularly
monitored.
Credit risk also arises from cash and cash equivalents,
derivative financial instruments and deposits with banks and
financial institutions, as well as credit exposures to
customers.
(c) Liquidity risk
Cash flow forecasting is performed in the individual operating
entities of the Group and is aggregated by Group finance. Group
finance monitors cash and cash flow forecasts and it is the Group's
liquidity risk management policy to maintain sufficient cash and
available funding through an adequate amount of cash and cash
equivalents and committed credit facilities from its bankers. Due
to the dynamic nature of the underlying businesses, the head office
finance team aims to maintain flexibility in funding by keeping
sufficient cash and cash equivalents available to fund the
requirements of the Group.
The Group's policy in relation to the finance of its overseas
operations requires that sufficient liquid funds be maintained in
each of its subsidiaries to support short and medium-term
operational plans. Where necessary, short-term funding is provided
by the parent Company. Typically, excess funds are placed as
short-term deposits, to provide a balance between interest earnings
and flexibility.
The table below analyses the Group's non-derivative financial
liabilities into relevant maturity groupings based on the remaining
period at the balance sheet date to the contractual maturity date.
The amounts disclosed in the table are the contractual undiscounted
cash flows.
Less than Between Between More than
one year 1 and 2 years 2 and 5 years 5 years Total
GBP GBP GBP GBP GBP
At 31 December 2016:
Borrowings 24 191,287 182,184 484,840 - 858,311
Trade and other payables 22 1,445,407 - - - 1,445,407
At 31 December 2015:
Borrowings 24 16,280 8,262 38,858 63,400
Trade and other payables 22 805,369 805,369
(d) Capital risk management
The Group's objectives when managing capital are to safeguard
the ability to continue as a going concern in order to provide
returns for shareholders and benefits for other stakeholders and to
maintain an optimal capital structure to reduce the cost of
capital.
The Group monitors capital on the basis of the gearing ratio.
This ratio is calculated as net debt divided by total capital. Net
debt is calculated as total borrowings (including "current and
non-current borrowings" as shown in the consolidated balance sheet)
less cash and cash equivalents. Total capital is the sum of net
debt plus equity.
4. Critical accounting estimates and judgements
In the process of applying the Group's accounting policies,
management has made accounting judgements in the determination of
the carrying value of certain assets and liabilities. Due to the
inherent uncertainty involved in making assumptions and estimates,
actual outcomes will differ from those assumptions and estimates.
The following judgements have the most significant effect on the
amounts recognised in the financial statements.
(a) Business combinations
The recognition of business combinations requires the excess of
the purchase price of acquisitions over the net book value of
assets acquired to be allocated to the assets and liabilities of
the acquired entity. The Group makes judgements and estimates in
relation to the fair value allocation of the purchase price. If any
unallocated portion is positive it is recognised as goodwill.
(b) Impairment of goodwill and cost of investments
The Group tests annually whether goodwill has suffered any
impairment, in accordance with the accounting policy stated in note
2. The recoverable amounts of cash-generating units have been
determined based on value-in-use calculations. These calculations
require the use of estimates as set out in note 15. In addition,
the Group has also considered the impairment of the investments in
the subsidary undertakings.
(c) Impairment of receivables
Trade and other receivables are carried at the contractual
amount due less any estimated provision for non-recovery. Provision
is made based on a number of factors including the age of the
receivable, previous collection experience and the financial
circumstances of the counterparty.
(d) Intangible assets
The Group amortises intangible assets over their estimated
useful life. The useful lives of Goodwill and Intellectual Property
Rights have been estimated by the Group as stated in note 2. The
Group tests annually whether there is any indication that
Intangible assets have been impaired.
5. Segmental reporting
Management has determined the Group's operating segments based
on the monthly management reports presented to the Chief Operating
Decision Marker ('CODM'). The CODM is the Executive Directors and
the monthly management reports are used by the Group to make
strategic decisions and allocate resources. At the year-end no
separate segments are being reported by the Executive Directors. In
the future, separate segments will be established as the Group's
operations develop.
Currently the key operating performance measures used by the
CODM are revenue, adjusted EBITDA and cash resources.
Disclosure of group revenue by geographical location is
follows:
2016 2015
GBP GBP
-------------------------- ------- ------
United Kingdom 11,900 4,015
United States of America 11,602 -
Belgium 27,000 -
Ireland 1,560 -
Total revenue 52,062 4,015
-------------------------- ------- ------
Revenues of GBP47,015 are derived from 3 customers each
representing more than 10% of the group revenue. In 2015, all
revenues were from a single customer.
6. Expenses - analysis by nature
2016 2015
GBP GBP
---------------------------------------------------------- ---------- --------
Employee benefit expense (note 9) 395,207 110,241
Depreciation (note 16) 33,747 20,584
Amortisation (note 15) 85,214 35,442
Exceptional items (note 7) 184,916 -
Auditors remuneration - parent company and consolidation 11,124 4,500
Foreign exchange differences (29,842) 7,334
Operating lease payments 50,008 32,675
Other expenses 336,050 205,298
---------------------------------------------------------- ---------- --------
Total administrative costs 1,066,424 416,074
---------------------------------------------------------- ---------- --------
7. Exceptional items
Included within administrative expenses are exceptional items as
shown below:
2016 2015
GBP GBP
----------------------------------------------------- ---------- -----
Exceptional items include:
- Transaction costs relating to listing and business 325,980 -
acquisition
- Deemed credit on reverse acquisition (141,064) -
Total exceptional items 184,916 -
----------------------------------------------------- ---------- -----
8. Directors' remuneration
The remuneration of the directors in Integumen Plc who held
office during the period ended 31 December 2016 was as follows:
2016 2015
GBP GBP
----------------------------------------------------- -------- -------
Aggregate emoluments 157,928 73,405
Contribution to defined contribution pension scheme 16,411 3,360
----------------------------------------------------- -------- -------
Total directors' remuneration 174,339 76,765
----------------------------------------------------- -------- -------
For the purpose of the basis of consolidation of a reverse
takeover transaction, as disclosed in note 2 to the accounts:
(a) The comparative year ended 31 December 2015 above was
remuneration for directors in Innovenn Limited, as it represents
the continuation of the financial information of Innovenn
Limited.
(b) The current year ended 31 December 2016 includes
remuneration of GBP58,474 paid by Innovenn Limited to directors of
Integumen Plc.
The remuneration of the directors in Integumen Plc who held
office during the period from 1 January 2016 to 17 November 2016,
when the reverse takeover took place and from 17 November 2016 to
31 December 2016 was as follows:
From 1 January From 17 November
2016 to 17 2016 to 31
November December 2016
2016 Total
GBP GBP GBP
-------------------------------------- --------------- ----------------- --------
Aggregate emoluments 63,899 38,339 102,238
Contribution to defined contribution
pension scheme 8,517 5,110 13,627
-------------------------------------- --------------- ----------------- --------
Total directors' remuneration 72,416 43,449 115,865
-------------------------------------- --------------- ----------------- --------
9. Employee benefit expense
2016 2015
GBP GBP
-------------------------------- -------- --------
Wages and salaries 385,827 198,347
Social security costs 54,031 18,102
Pension costs 11,009 6,339
-------------------------------- -------- --------
Total employee benefit expense 450,867 222,788
-------------------------------- -------- --------
Included in staff costs is GBP55,660 that was capitalised during
the year to intangible assets (2015: GBP112,547)
10. Average number of people employed
2016 2015
No No
---------------------------------------------------------- ----- -----
Average number of people (including Executive Directors)
employed was:
Administration 2 1
Operations and research 6 5
Sales and marketing 1 1
---------------------------------------------------------- ----- -----
Total average number of people employed 9 7
---------------------------------------------------------- ----- -----
The total number of employees at 31 December 2016 was 8.
11. Finance costs
2016 2015
GBP GBP
------------------------------ ------- ------
Interest expense:
- Bank borrowings 12,305 -
- Interest on finance leases 5,218 2,074
------------------------------ ------- ------
Finance costs 17,523 2,074
------------------------------ ------- ------
12. Income tax expense
2016 2015
Group GBP GBP
-------------------------------------------------- --------- -----
Current tax:
Current tax for the year - -
Research and development tax credit (47,129) -
-------------------------------------------------- --------- -----
Total current tax (credit)/charge (47,129) -
-------------------------------------------------- --------- -----
Deferred tax (note 23):
Origination and reversal of temporary differences (1,311) -
-------------------------------------------------- --------- -----
Total deferred tax (1,311) -
-------------------------------------------------- --------- -----
Income tax (credit)/charge (48,440) -
-------------------------------------------------- --------- -----
The Finance Act 2015 which was substantially enacted in 2015
included legislation to reduce the main rate of UK corporation tax
to 19% from 1 April 2019 and the Finance Act 2016 which was
substantially enacted in 2016 included legislation to reduce the
main rate of UK Corporation tax to 17% from 1 April 2020.
The tax on the Group's results before tax differs from the
theoretical amount that would arise using the standard tax rate
applicable to the profits of the consolidated entities as
follows:
2016 2015
GBP GBP
---------------------------------------------------------------- ------------ ----------
Loss before tax (1,094,601) (414,233)
---------------------------------------------------------------- ------------ ----------
Tax calculated at domestic tax rates applicable to UK standard
rate of tax of 20% (2015 - 20%) (218,920) (78,105)
Tax effects of:
- Expenses not deductible for tax purposes 190,010 -
- Research and development tax credit (47,129) -
- Losses carried forward 63,676 78,105
Tax (credit)/charge (48,440) -
---------------------------------------------------------------- ------------ ----------
There are no tax effects on the items in the statement of
comprehensive income. The effect of losses in discussed in note
23.
13. Loss per share
(a) Basic
Basic loss per share is calculated by dividing the loss
attributable to equity holders of the Company by the weighted
average number of ordinary shares in issue during the year.
2016 2015
Loss attributable to owners of the parent GBP1,046,161 GBP414,233
Weighted average number of Ordinary Shares in issue 3,623,584 3,110,697
----------------------------------------------------- ------------- -----------
Basic profit/ (loss) per share GBP0.29 GBP0.13
----------------------------------------------------- ------------- -----------
(b) Diluted
There were no dilutive potential ordinary shares in issue at the
year end.
14. Dividends
There were no dividends paid or proposed by the Company in
either year.
15. Intangible fixed assets
Group Development Costs and Intellectual Property
Rights Total
GBP GBP
------------------------------------------------- ------------------------------------------------- ----------
Cost
At 1 January 2015 175,000 175,000
Additions(1) 384,911 384,911
Exchange differences (10,241) (10,241)
At 31 December 2015 549,670 594,670
------------------------------------------------- ------------------------------------------------- ----------
Amortisation
At 1 January 2015 3,522 3,522
Charge for the year 35,442 35,442
Exchange differences 179 179
------------------------------------------------- ------------------------------------------------- ----------
At 31 December 2015 39,143 39,143
------------------------------------------------- ------------------------------------------------- ----------
Net book value
At 31 December 2015 510,527 510,527
------------------------------------------------- ------------------------------------------------- ----------
Cost
At 1 January 2016 549,670 549,670
On acquisition of subsidiary (note 33) 524,329 524,329
On acquisition of trade and assets (note 33) 3,259,632 3,259,632
Additions(1) 152,940 152,940
Exchange differences 202,995 202,995
At 31 December 2016 4,689,566 4,689,566
------------------------------------------------- ------------------------------------------------- ----------
Amortisation
At 1 January 2016 39,143 39,143
Charge for the year 85,214 85,214
Exchange differences 7,015 7,015
At 31 December 2016 131,372 131,372
------------------------------------------------- ------------------------------------------------- ----------
Net book value
At 31 December 2016 4,588,194 4,588,194
------------------------------------------------- ------------------------------------------------- ----------
(1) Additions are development costs capitalised during the
period
At the year-end, no impairment provision is required.
The Company had no intangible assets.
16. Property, plant and equipment
Group Fixtures and fittings Total
GBP GBP
--------------------------- ---------------------- --------
Cost
At 1 January 2015 41,785 41,785
Additions 98,313 98,313
Exchange differences (2,066) (2,066)
At 31 December 2015 138,032 138,032
--------------------------- ---------------------- --------
Amortisation
At 1 January 2015 534 534
Charge for the year 20,584 20,584
Exchange differences 203 203
--------------------------- ---------------------- --------
At 31 December 2015 21,321 21,321
--------------------------- ---------------------- --------
Net book value
At 31 December 2015 116,711 116,711
--------------------------- ---------------------- --------
Cost
At 1 January 2016 138,032 138,032
Additions 1,604 1,604
Exchange differences 5,223 5,223
At 31 December 2016 144,859 144,859
--------------------------- ---------------------- --------
Amortisation
At 1 January 2016 21,321 21,321
Charge for the year 33,747 33,747
Exchange differences 2,190 2,190
On disposal of subsidiary - -
--------------------------- ---------------------- --------
At 31 December 2016 57,258 57,258
--------------------------- ---------------------- --------
Net book value
At 31 December 2016 87,601 87,601
--------------------------- ---------------------- --------
Fixtures and fittings includes the following amounts where the
group is a lessee under a finance lease (note 24):
2016 2015
GBP GBP
-------------------------- ------- -------
Cost 92,032 92,032
Accumulated depreciation 26,076 7,669
Net book value 65,956 84,363
-------------------------- ------- -------
Bank borrowings as detailed in note 24 are secured with a
floating charge against the assets of Innovenn UK Limited, which
include the above fixtures and fittings.
The Company had no property, plant and equipment.
17. Investments in subsidiaries
Investments Loan to Subsidiary
Company 2016 2016
Carrying amount: GBP GBP
Additions during the year 4,732,456 2,755,618
--------------------------- ------------ -------------------
End of the year 4,732,456 2,755,618
--------------------------- ------------ -------------------
Investments in Group undertakings are recorded at cost, which is
the fair value of the consideration paid. No impairment provision
has been made to the investments.
The subsidiaries of Integumen Plc are as follows:
Name of Company Proportion Held Class of
Shareholding Country of Incorporation
Innovenn UK Limited 100% (direct) Ordinary United Kingdom
Innovenn Limited 100% (indirect) Ordinary Ireland
Lifesciencehub UK Limited 100% (direct) Ordinary United
Kingdom
Lifesciencehub Ireland Limited 100% (indirect) Ordinary
Ireland
Integumen Inc. 100% (direct) Ordinary United States of
America
Visible Youth Limited 100% (indirect) Ordinary United
Kingdom
All the subsidiaries are included in the consolidation. The
proportions of voting shares held by the parent Company do not
differ from the proportion of Ordinary Shares held.
All subsidiaries were acquired in the period and their
activities are those of technology commercialisation in the field
of health and personal care products.
The loan to Integumen Inc. arises on the acquisition of the
trade, assets and certain liabilities of Enhance Skin Products Inc.
in exchange for the issue of shares of the Company.
18. Financial instruments by category
(a) Assets
Group Group Company
2016 2015 2016
GBP GBP GBP
--------------------------------------------------- -------- ------- --------
31 December
Assets as per balance sheet
Trade and other receivables excluding prepayments
and corporation tax 256,098 75,779 339,174
Cash and cash equivalents 30,039 23,156 -
Total 286,137 98,935 339,174
--------------------------------------------------- -------- ------- --------
(b) Liabilities
Group Group Company
2016 2015 2016
GBP GBP GBP
---------------------------------- ---------- -------- --------
31 December
Liabilities as per balance sheet
Borrowings 858,311 63,400 -
Trade and other payables 1,445,407 805,369 461,926
Total 2,303,718 868,769 461.926
---------------------------------- ---------- -------- --------
Liabilities in the analysis above are all categorised as 'other
financial liabilities at amortised cost' for the Group and
Company.
(c) Credit quality of financial assets
The Group is exposed to credit risk from its operating
activities (primarily for trade receivables and other receivables)
and from its financing activities, including deposits with banks
and financial institutions, foreign exchange transactions and other
financial instruments.
The Group's maximum exposure to credit risk, due to the failure
of counter parties to perform their obligations as at 31 December
2016, in relation to each class of recognised financial assets, is
the carrying amount of those assets as indicated in the
accompanying balance sheets.
Trade receivables
The credit quality of trade receivables that are neither past
due date nor impaired have been assessed based on historical
information about the counterparty default rate. The Group does not
hold any other receivable balances with customers, whose past
default has resulted in the non-recovery of the receivables
balances.
Cash at bank
The credit quality of cash has been assessed by reference to
external credit ratings, based on reputable credit agencies'
long-term issuer ratings:
2016 2015
Rating GBP GBP
--------- ------- -------
A - AAA 30,039 23,156
Total 30,039 23,156
--------- ------- -------
19. Inventories
Group Group
2016 2015
GBP GBP
--------------- ------- ------
Raw materials 11,203 8,854
Inventory 11,203 8,854
--------------- ------- ------
There are no inventories in the Company.
The Directors consider that the carrying amount of inventory
approximates to their fair value.
20. Trade and other receivables
Group Group Company
2016 2015 2016
GBP GBP GBP
----------------------------------------------------- -------- ------- --------
Trade receivables 8,827 - -
Less: provision for impairment of trade receivables - - -
----------------------------------------------------- -------- ------- --------
Trade receivables - net 8,827 - -
Prepayments and accrued income 12,532 12,802 -
Amounts owed by subsidiary undertakings - - 339,174
Taxation 40,500 301 -
Other receivables 247,271 75,779 2
309,130 88,882 339,176
----------------------------------------------------- -------- ------- --------
The Directors consider that the carrying amount of trade and
other receivables approximates to their fair value.
Other receivables include GBP247,000 due from TSpro GmbH, a
company acquired by the Company on 24 March 2017.
The carrying amounts of the Group's trade and other receivables
denominated in foreign currencies were as follows:
Group Group Company
2016 2015 2016
GBP GBP GBP
---------- -------- ------- --------
Sterling 52,997 76,184 339,176
Euros 256,133 12,698 -
309,130 88,882 339,176
---------- -------- ------- --------
21. Cash and cash equivalents
Group Group Company
2016 2015 2016
GBP GBP GBP
------------------------------------------------------- ------- ------- --------
Cash at bank and on hand 30,039 23,156 -
Cash and cash equivalents (excluding bank overdrafts) 30,039 23,156 -
------------------------------------------------------- ------- ------- --------
The Group's cash and cash equivalents are held in non-interest
bearing accounts. The Directors consider that the carrying amount
of cash and cash equivalents approximates to their fair value.
22. Trade and other payables
Group Group Company
2016 2015 2016
GBP GBP GBP
-------------------------------------- ---------- -------- ---------
Trade payables 154,584 48,809 -
Amounts due to group companies - - 153,286
Amounts due to connected parties 311,017 736,191 -
Social security and other taxes 48,146 7,951 -
Accrued expenses and deferred income 931,660 12,418 308,640
1,445,407 805,369 461,926
-------------------------------------- ---------- -------- ---------
23. Deferred income tax
Deferred tax liabilities
Deferred tax balances were as follows:
Group Group
2016 2015
GBP GBP
-------------------------------------------------- -------- ------
Deferred tax liability to be recovered after more 93,069 -
than one year
Deferred tax liability to be recovered within one 10,486 -
year
103,555 -
-------------------------------------------------- -------- ------
Deferred tax liabilities were made up as follows:
Accelerated tax depreciation 103,555 -
103,555 -
-------------------------------------------------- -------- ------
The movement on the deferred tax income tax account is as
follows:
Group Group
2016 2015
GBP GBP
------------------------------------- -------- ------
At 1 January - -
On acquisition of subsidiary 104,866
Income statement movement (note 12) (1,311) -
103,555 -
------------------------------------- -------- ------
There were no deferred tax liabilities in the Company
Deferred tax assets
Deferred income tax assets are recognised to the extent that the
realisation of the related tax benefit through future taxable
profits is probable. The Group did not recognise deferred income
tax assets of approximately GBP491,000 (2015: GBP190,000) mainly in
respect of tax losses amounting to approximately GBP2,103,000
(2015: GBP832,000) that can be carried forward against future
taxable income. An average tax rate of 23% has been used.
There was no deferred tax asset recognised for the Company.
24. Borrowings
Group Group
2016 2015
GBP GBP
----------------- -------- -------
Non-current
Bank borrowings 652,708 -
Finance leases 14,316 47,120
667,024 47,120
----------------- -------- -------
Current
Bank borrowings 166,745 -
Finance leases 24,542 16,280
191,287 16,280
----------------- -------- -------
The Company has no borrowings.
The maturity profile of bank borrowings was as follows:
Group Group
2016 2015
GBP GBP
---------------------- -------- ------
Amounts falling due
Within 1 year 166,745 -
Between 1 and 2 years 167,868 -
Between 2 and 5 years 484,840 -
Total bank borrowings 819,453 -
---------------------- -------- ------
Bank borrowings
Bank borrowings mature in 2021 and bear a fixed coupon of 4.33%
annually over the bank's cost of funds.
Bank borrowings are secured with a floating charge against the
assets of Innovenn UK Limited. Venn Life Sciences Holdings plc has
also provided guarantees against those bank borrowings.
The Company has been compliant with its banking covenants
throughout the year.
The bank borrowings are repayable by monthly instalments. The
Company is not exposed to interest rate changes or contractual
re-pricing dates at the end of the reporting period, as the
borrowings are fixed in nature.
The fair value of both current and non-current borrowings equals
their carrying amount, as the impact of discounting is not
significant.
The Group's bank borrowings are denominated in Euro.
Finance leases
Lease liabilities are effectively secured as the rights to the
leased asset revert to the lessor in the event of default.
2016 2015
GBP GBP
Gross finance lease liabilities - minimum payments
No later than 1 year 29,760 29,760
Later than 1 and no later than 5 years 17,360 47,120
----------------------------------------------------- -------- ---------
47,120 76,880
Future finance charges on finance leases (8,262) (13,480)
----------------------------------------------------- -------- ---------
Present value of finance lease liabilities 38,858 63,400
----------------------------------------------------- -------- ---------
Present value of finance lease liabilities is
as follows:
No later than 1 year 24,542 16,280
Later than 1 and no later than 5 years 14,316 47,120
----------------------------------------------------- -------- ---------
38,858 63,400
---------------------------------------------------- -------- ---------
25. Share capital
Group Group Company
2016 2015 2016
GBP GBP GBP
-------------------------------------------- ---------- ------ ----------
7,365,324 Ordinary shares of GBP1 each 7,365,324 - 7,365,324
Nil (2015 - 194 ordinary shares GBP1 each) - 194 -
Total 7,365,264 194 7,365,324
-------------------------------------------- ---------- ------ ----------
The Group's comparative figures for share capital presented in
the financial statements are the consolidated numbers of Innovenn
UK Limited. Innovenn UK Limited, before the reverse acquisition by
the Company, subdivided its ordinary shares by converting every 1
ordinary share of GBP1 into 1,000 ordinary shares of GBP0.001 each.
Furthermore, on 17 November 2017 it issued 76,112 ordinary shares
for a total consideration of GBP1,144,468 in lieu of inter-company
loans with the former group undertakings, Venn Life Sciences
Limited.
Since incorporation of the Company on 28 May 2016 the following
ordinary shares were issued:
- On 28 May 2016, the Company issued two ordinary shares of GBP1 each at par.
- On 21 October 2016, the Company issued 401,338 ordinary shares
of GBP1 each to acquire the shares in Lifesciencehub UK
Limited.
- On 17 November 2016, the Company issued 4,061,570 ordinary
shares of GBP1 each to acquire the shares in Innovenn UK
Limited.
- On 2 December 2016, the Company issued 2,632,868 ordinary
shares of GBP1 each to enable its subsidiary company, Integumen
Inc., to acquire the trade, assets and certain liabilities of
Enhance Skin Products, Inc.
- On 7 December 2016, the Company issued a further 269,546
ordinary shares of GBP1 each as further consideration for the
acquisition of shares in Innovenn UK Limited.
Under reverse accounting rules the share capital of the Group
changes from Innovenn UK Limited to Integumen Plc and the
difference is posted in reverse acquisition reserve.
26. Retained earnings
Group Company
GBP GBP
-------------------- -------------- --------
At 1 January 2015 (452,245) -
Loss for the year (414,233) -
---------------------- ------------ --------
At 31 December 2015 (866,478) -
-------------------- -------------- --------
At 1 January 2016 (866,478) -
Loss for the year (1,046,161) -
At 31 December 2016 (1,912,639) -
-------------------- -------------- --------
27. Other reserves
Group
Reverse
Foreign currency acquisition
reserve Share premium reserve
GBP GBP GBP
At 1 January 2015 and at 31 December 2015 - 745,645 -
------------------------------------------- ----------------- -------------- -------------
At 1 January 2016 - 745,645 -
Issue of ordinary shares 1,144,392
On acquisition - (1,890,037 (2,843,135)
Currency translation differences (20,657) - -
At 31 December 2016 (20,657) - (2,843,135)
------------------------------------------- ----------------- -------------- -------------
The reverse acquisition reverse was as result of the reverse
acquisition of Innovenn UK Limited and its subsidiary by Integumen
Plc.
28. Cash used in operations
Group Group Company
2016 2015 2016
GBP GBP GBP
---------------------------------------------- ------------ ---------- ----------
Loss before income tax (1,046,161) (414,233) -
Adjustments for:
- Depreciation and amortisation 118,961 56,026 -
- Foreign currency translation of net assets (54,342) - -
- Exceptional Item on reverse acquisition (141,064) - -
accounting
- Net finance costs 17,523 2,174 -
- Taxation (48,440) 2,174 -
Changes in working capital
- Inventories (2,349) - -
- Trade and other receivables (4,991) 211,693 (339,176)
- Trade and other payables 185,596 422,631 461,926
---------------------------------------------- ------------ ---------- ----------
Net cash (used in)/generated from operations (975,267) 278,291 122,750
---------------------------------------------- ------------ ---------- ----------
29. Related Party Disclosures
Amounts due to connected parties
Group Group Company
2016 2015 2016
GBP GBP GBP
-------------------------------------------------- -------- -------- --------
Charles Service's estate 12,661 - -
Coolford Limited 32,793 - -
Venn Life Sciences Holdings plc and subsidiaries 265,561 736,191 -
311,017 736,191 -
-------------------------------------------------- -------- -------- --------
Charles Service was related to Declan Service.
Tony Richardson is a director of Coolford Limited, a company
registered in the Republic of Ireland.
Tony Richardson is a director of Venn Life Sciences Holdings
plc. Venn Life Sciences Limited, a subsidiary of Venn Life Sciences
Holdings plc, is a shareholder in the Company.
During the year, Venn Life Sciences Holdings plc and its
subsidiaries charged management charges of GBP91,000 (2015:
GBP90,000) to Innovenn UK Limited.
During the year, Innovenn UK Limited converted GBP1,144,466 of
the amounts due to Venn Life Sciences Holdings plc and its
subsidiaries into ordinary shares.
The Company
Amounts due from group companies
Company
2016
GBP
-------------------------------------
Innovenn UK Limited 233,110
Lifesciencehub UK Limited 106,063
339,174
-------------------------------------
Amounts due to group companies
Company
2016
GBP
------------------ --------
Innovenn Limited 153,286
153,286
------------------ --------
During the year, the Company charged management charges of
GBP424,252 to Innovenn UK Limited and GBP106,064 to Lifesciencehub
UK Limited.
During the year, the Company was recharged costs by Innovenn
Limited of GBP153,286 and by Innovenn UK Limited GBP67,030.
30. Capital commitments
The Group had no capital commitments at 31 December 2016.
31. Financial commitments
Operating Leases
The future aggregate minimum lease payments under
non-cancellable operating leases are as follows:
Group Minimum Operating Lease
Payments
2016 2015
GBP GBP
--------------------------------------- --- ------------ ------------
Within one year 50,126 25,700
Between 1 and 2 years 50,126 51,400
Within second to fifth year inclusive 25,093 33,196
--------------------------------------------- ------------ ------------
125,316 110,296
------------------------------------------- ------------ ------------
32. Post balance sheet events
The following events have taken place since the year end:
- On 24 March 2017, the Company issued 3,354,325 ordinary shares
of GBP1 to acquire the shares in TSpro GmbH.
- On 24 March 2017, the Company issued 16 ordinary shares of
GBP1 to certain shareholders of the company.
- On 24 March 2017, each ordinary existing share of GBP1 was
sub-divided into one deferred share of 84.32p and one ordinary
share of 15.68p. Each ordinary share of 15.68p was then subdivided
into 56 ordinary shares of 1.4p each for every 5 in issue, and all
of the deferred shares were cancelled and extinguished. Each
ordinary share of 1.4p was then sub-divided into 1 ordinary share
of 1p each and 1 deferred share of 0.4p, and all of the deferred
shares were cancelled and extinguished.
- On 29 March 2017, the Company was re-registered as a public limited company.
- On 5 April 2017, the Company awarded options to key management
over 6,720,000 ordinary shares of 1p each. The options are
exercisable after two years and have an exercise price of between
5p and 6p each.
- On 5 April 2017, the Company's ordinary shares of 1p each were
admitted to trading on the AIM market of London Stock Exchange plc
with ISIN number GB00BYWJ6269. On Admission:
o the Company issued 45,000,000 ordinary shares of 1p each at a
placing price of 5p per ordinary share raising a total of GBP2.25
million.
o the Company granted warrants over 22,500,000 ordinary shares
of 1p to subscribers in the Placing which are exercisable at 7.5p
per ordinary share of 1p at any time during the two years from
Admission.
o the Company granted warrants over 1,800,000 ordinary shares of
1p each to Turner Pope Investments (TPI) Ltd which are exercisable
at 6.25p per ordinary share of 1p at any time during the five years
from Admission.
o the Company granted warrants over 1,650,602 ordinary shares of
1p each to SPARK Advisory Partners Limited which are exercisable at
5p per ordinary share of 1p at any time during the five years from
Admission.
On 11 April 2017, the Company issued 800,000 ordinary shares of
1p each.
As at 1 June 2017, the Company had an issued share capital of
165,860,248 ordinary shares of 1p each.
33. Business combinations
On 21 October 2016, 401,338 fully paid ordinary shares of
GBP1.00 each were issued by the Company as consideration for the
acquisition of Lifesciencehub UK Limited.
On 17 November 2016, 4,061,570 fully paid ordinary shares of
GBP1.00 each were issued by the Company as initial consideration
for the acquisition of Innovenn UK Limited. On 7 December 2016,
269,546 fully paid shares ordinary shares of GBP1.00 each were
issued by the Company as further consideration for the acquisition
of Innovenn UK Limited. The total number of shares issued as
consideration for the acquisition of Innovenn UK Limited was
4,331,116. The acquisition of Innovenn UK Limited by Integumen Plc
has been accounted as reversal acquisition accounting.
On 2 December 2016, the Company issued 2,632,868 ordinary shares
of GBP1 each to enable its subsidiary company, Integumen Inc., to
acquire the trade, assets and certain liabilities of Enhance Skin
Products, Inc. The assets included Intellectual Property Rights of
GBP3,259,632. The acquired liabilities amounted to GBP549,674.
The following table summarises the consideration paid and the
amounts of the assets acquired and liabilities assumed at the
acquisition date of reversal acquisition of Integumen Plc and
Lifesciencehub UK Limited by Innovenn UK Limited:
Integumen Plc and Lifesciencehub UK Enhance Skin Products, Inc.
GBP GBP
-------------------------------------------------- ------------------------------------ ----------------------------
Fair value consideration
Deemed consideration of acquisition 400,448 2,632,868
Cash consideration - 77,090
Total fair value consideration 400,448 2,709,958
-------------------------------------------------- ------------------------------------ ----------------------------
Recognised amounts of identifiable assets
acquired and liabilities assumed
Intellectual Property (note 15) 524,329 3,259,632
Trade and other receivables 576,499 -
Trade and other payables (454,450) (549,674)
Deferred tax liabilities (note 23) (104,866) -
Total fair value of identifiable net assets 541,512 2,709,958
-------------------------------------------------- ------------------------------------ ----------------------------
Excess of net assets over consideration 141,064 -
-------------------------------------------------- ------------------------------------ ----------------------------
The book value of the assets acquired is the same as their fair
value other than Intellectual Property, the value of which was
ascribed on acquisition
The excess consideration over identifiable net assets have been
written to the Consolidated Statement of Comprehensive Income as
deemed reverse acquisition costs.
Company
The following table summarises the consideration paid and the
amounts of the assets acquired and liabilities assumed at the
acquisition date of the acquisition of Lifesciencehub UK Limited by
Integumen Plc:
Total
GBP
---------------------------------------------------------------------------- ----------
Fair value consideration
Consideration of acquisition Lifesciencehub UK Limited 401,338
Total fair value consideration 401,338
---------------------------------------------------------------------------- ----------
Recognised amounts of identifiable assets acquired and liabilities assumed
Intellectual Property (note 15) 524,329
Trade and other payables (122,991)
Total fair value of identifiable net assets 401,338
---------------------------------------------------------------------------- ----------
Excess of net assets over consideration -
---------------------------------------------------------------------------- ----------
The book value of the assets acquired is the same as their fair
value other than Intellectual Property, the value of which was
ascribed on acquisition
34. Ultimate controlling party
There is no one controlling party.
The Annual Report of the Company for the period ended 31
December 2016 ("Annual Report") has today been posted to
shareholders. The Notice of the AGM, and its associated Proxy Form,
are both included within the Annual Report. The Annual Report is
available to view and download from the Company's website at
www.integumenplc.com.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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