Final Results

RNS Number : 1499A
Venn Life Sciences Holdings PLC
22 March 2017
 

 

 

22 March 2017

Venn Life Sciences Holdings Plc

("Venn" or the "Company")

Final Results for the year ended 31 December 2016

 

Venn Life Sciences (AIM: VENN), a growing Contract Research Organisation (CRO) providing drug development, clinical trial management and resourcing solutions to pharmaceutical, biotechnology and medical device clients, announces its audited final results for the year ended 31 December 2016.

 

Financial Highlights

 

·     57% growth in Total Income to €18.2m (2015: €11.6m)

·      EBITDA profit (before exceptionals and discontinued operations) of €0.39m (2015 as restated: €0.83m)

·     Profit for the year after tax of €0.55m (2015: loss of €0.20m)

·     Cash and cash equivalents of €3.4m at 31 December 2016 (31 December 2015: €3.8m)

·     Profit on divestment of Innovenn of €1.29m

Operational Highlights

 

·     Kinesis integration progressing well with cross-selling opportunities being delivered

·     Key project milestones achieved leading to client endorsements and increased repeat business 

·     Continued progress on systems infrastructure implementation delivering improvements in operating margins

·     Simplification of business with spin out of Innovenn

·     Board renewal -

Appointment of Allan Wood as Non-executive Chairman

Appointment of Mary Sheahan as Non-executive Director

Retirement of Kees Groen as Non-executive Director 

Post period-end

·     Strong momentum experienced in 2016 has continued into 2017 to date

·     Contract wins of €5.7m in January and February

Commenting on the Group's outlook, Tony Richardson, CEO of Venn, said:

 

"2016 has been another strong year for Venn with significantly increased revenue and improved profits after tax. We have started 2017 with a simplified business, purely focused on service delivery with a strong backlog and pipeline of new opportunities. The Venn Kinesis combination has been well received by clients and significantly differentiates us in our market place. With initial integration objectives achieved we now look forward to capitalising on our clear positioning. I would like to express my thanks to Kees Groen for his support and contribution during what was a critical transition year. The strong momentum enjoyed by the business in 2016 has continued into 2017 to date. In the first two months of 2017, we have secured new contracts valued at €5.7m and our pipeline of opportunities is healthy. We will continue to expand our geographical coverage and further develop emerging areas of specialism during 2017. Our industry sector continues to deliver good growth and clear opportunities exist for Venn to grow both organically and through acquisition."

 

 

 

 

 

 

 

 

Enquiries:

 

Venn Life Sciences Holdings Plc


Allan Wood, Non-Executive Chairman


Tony Richardson, Chief Executive Officer

    Tel: +353 1 5499341



Davy (Nominated Adviser and Broker)


Fergal Meegan / Matthew de Vere White (Corporate Finance)

      Tel: +353 1 679 6363

Orla Bolger (Corporate Broking)




Hybridan LLP (Co-Broker)

Tel: +44 (0)20 3764 2341

Claire Louise Noyce




Walbrook PR Ltd

Tel: +44(0)20 7933 8787





 

 

 

 

 

Chairman's Statement

For the year ended 31 December 2016

 

Dear Fellow Shareholder,

 

I am pleased to report that 2016 has been another year of significant progress for Venn, delivering strong revenue and order book growth. Our key priorities for 2016 included the integration of Kinesis with a particular focus on cross-selling initiatives across early and late phase and the ongoing implementation of key systems and process improvements to ensure our business is ready for future growth.

 

I am particularly pleased with how well the combined customer base has responded to the Kinesis acquisition and this has re-enforced our view that the move into early phase consulting would prove to be a sensible strategic step for Venn. 

 

The Venn team continue to deliver high quality work on challenging projects in cutting edge therapies and our back catalogue of valuable case studies continues to develop. This track record of successful execution will be particularly relevant as the business starts to develop and grow areas of specialism, ultimately making Venn a higher value business.

 

We have also recently bolstered the management team with key hires in the areas of Information Technology, Quality Assurance and Operations Support and we will continue to build our talent pool further as we move into the next phase of growth.

 

We continue to look for sensible opportunities for territorial growth in Europe consistent with our objective to develop Venn as a full service, full coverage organisation.

 

Finally, our decision to spin out Innovenn in 2016 has enabled management to singularly focus on Venn as a full service organisation and I believe in time that this clearer business positioning will benefit all of our stakeholders.

 

 

Allan Wood

Chairman

 

 

 

 

 

Chief Executive's Statement

For the year ended 31 December 2016

 

Dear Fellow Shareholder,

 

Results and Commentary

 

Total income for the full year was €18.2m (2015: €11.6m) representing a 57% increase year on year. The business delivered strong growth in revenues and order book across both its early and late phase businesses. EBITDA before exceptional charges was €0.39m (2015 of €0.83m as restated). Group profit after tax was €0.55m (2015 Loss €0.2m)  including a profit on disposal of Innovenn of €1.29m. The consolidated balance sheet as at 31 December 2016 had total net assets of €10.3m, €3.4m of which was represented by cash and cash equivalents (2015: €3.8m). Reported EBITDA for 2016 was adversely impacted by a bad debt write off in the amount of €236,000. This bad debt relates to a legacy amount irrecoverable from an earlier acquisition.  Also included are €100,000 of costs related to an acquisition opportunity that was not pursued to completion. There is an additional €25,000 relating to corporate reorganisaiton costs associated with simplifying the Group's structure and a further €134,000 relating to foreign exchange losses on reorganisation.

 

2016 was Kinesis's first full year as part of the Group. During the year, we initiated  a number of changes involving leadership renewal and business development.  We also delivered support function synergies, achieved initial cross-sales between the Venn and Kinesis client bases and grew the resource bases of the combined businesses. I continue to be impressed with the very significant knowledge base, flexibility and commitment of the Kinesis team and this coupled with a strong pipeline and some cost savings effective Q1 2017 will see a growing and improved profit contribution delivered by Kinesis in 2017 and beyond. 

 

During 2016 we won an increased number of mandates involving large scale, long term projects in the late phase part of our business. These wins have been a core priority for Venn as we grow, but the profile of these projects differs from our pipeline to date in terms of timing and workflow management. While it is a significant positive that we are winning larger projects, it is also the case that short term profitability can be affected due to the timing of project activity. We have worked diligently to ensure that we can couple these larger projects with multiple small projects to ensure a smoother workflow, more optimal resource utilisation and therefore greater profitability going into 2017.

 

Plans and Outlook

 

The strong momentum enjoyed by the business in 2016 has continued into 2017 to date.  In the first two months of 2017, we have secured new contracts valued at €5.7m and our pipeline of opportunities is healthy. We will continue to expand our geographical coverage and further develop emerging areas of specialism during 2017. Our industry sector continues to deliver good growth and clear opportunities exist for Venn to grow both organically and through acquisition.

 

 

Anthony Richardson

Chief Executive Officer

22 March 2017

 

 

 

 

Consolidated Statement of Comprehensive Income

For the year ended 31 December 2016



2016


2015 (restated)


Notes


€'000

Continuing operations





Revenue


17,909


11,468

Direct Project and Administrative Costs


(18,805)


(11,404)

Other operating income


335


175

Operating profit/(loss)


(561)


239

  Depreciation


(133)


(75)

  Amortisation


(689)


(311)

  Exceptional items


(125)


(209)

EBITDA before exceptional items


386


834

Finance income


12


2

Finance costs


-


(41)

Share of loss of investments accounted for using the equity method



-

Profit/(loss) before income tax


(913)


200

Income tax credit


169


60

Profit/(loss) for the year from continuing operations



260

Discontinued operations





Profit for the year from discontinued operations



(462)

Profit for the year



(202)

Profit for the year is attributable to:





Owners of the parent


532


15

Non-controlling interests



(217)




(202)

Other comprehensive income




Currency translation differences



49

Total comprehensive gain for the year



(153)

Total comprehensive gain/(loss) for the year is attributable to:





Owners of the parent


496


64

Non-controlling interests



(217)




(153)

Total comprehensive gain/(loss) for the year attributable to owners of the parent arises from:





Continuing operations


(799)


309

Discontinued operations



(245)




64

 






Earnings per share from continuing and discontinued operations attributable to owners of the parent during the year





Basic profit/(loss) per ordinary share





From continuing operations

14

(1.26c)


0.04c

From discontinued operations

14

2.14c


-

From profit/(loss) for the year

14

0.88c


0.04c






Diluted profit/(loss) per ordinary share





From continuing operations

14

(1.14)


0.04c

From discontinued operations

14

1.93c


-

From profit/(loss) for the year

14

0.79c


0.04c

 

 

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 €527,000 (2015 - loss of €336,000).

 

 

Consolidated and Company's Statement of Financial Position

As at 31 December 2016



Group

Group

Company

Company



2016

2015

2016

2015



€'000

€'000

€'000

€'000

Assets






Non-current assets






Property, plant and equipment


191

381

-

-

Intangible assets


4,059

5,437

-

-

Investments in subsidiaries


-

-

7,468

7,468

Investments


2,038

31

31

31

Total non-current assets


6,288

5,849

7,499

7,499







Current assets






Trade and other receivables


4,979

5,560

8,918

8,220

Income tax recoverable


43

23

-

-

Cash and cash equivalents


3,404

3,798

206

554

Total current assets


8,426

9,381

9,124

8,774

Total assets


14,714

15,230

16,623

16,273







Equity attributable to owners






Share capital


155

155

155

155

Share premium account


14,026

14,011

14,026

14,011

Group re-organisation reserve


(541)

(541)

-

-

Merger relief reserve


-

-

3,531

3,531

Reverse acquisition reserve


45

45

-

-

Foreign currency reserves


13

49

-

-

Share option reserve


28

13

28

13

Retained earnings


(3,294)

(3,826)

(1,687)

(2,351)



10,432

9,906

16,053

15,361

Non-controlling interest


-

327

-

-

Total equity


10,432

10,233

16,053

15,361







Liabilities






Non-current liabilities






Borrowings


25

52

-

-

Total non-current liabilities


25

52

-

-







Current liabilities






Trade and other payables


3,661

4,218

570

912

Deferred taxation


561

692

-

-

Deferred consideration


-

-

-

-

Borrowings


35

35

-

-

Total current liabilities


4,257

4,945

570

912

Total liabilities


4,282

4,997

570

912

Total equity and liabilities


14,714

15,230

16,623

16,273

 

 

 

Consolidated and Company's Statement of Cash Flows

For the year ended 31 December 2016



Group

Group

Company

Company



2016

2015

2016

2015



€'000

€'000

€'000

€'000

Cash Flow from operating activities






Continuing operations






Cash used in operations


(255)

(2,275)

(514)

(4,737)

Interest paid


-

-

-

-

Income tax received/(paid)


(89)

125

-

(31)

Net cash used in operating activities


(344)

(2,150)

(514)

(4,768)







Cash flow from investing activities






Acquisition of subsidiaries, net of cash acquired


-

(1,893)

-

-

Acquisition of investments


-

-

-

-

Exceptional costs


-

(209)

-

-

Purchase of property, plant and equipment


-

(713)

-

(3,036)

Payments for shares acquired


-

-

-

-

Interest received


-

-

-

-

Net cash used in investing activities


-

(2,815)

-

(3,036)







Cash flow from financing activities






Proceeds from issuance of ordinary shares


(29)

8,571

29

8,571

Payment of deferred consideration


-

(310)

-

(213)

Financing from non-controlling interests


-

-

-

-

Repayments on borrowings


(26)

(94)

-

-

Net cash generated by financing activities


(55)

8,167

29

8,358







Net increase/ (decrease) in cash and cash equivalents


(399)

3,202

(485)

554

Cash and cash equivalents at beginning of year


3,798

596

554

-

Exchange losses on cash and cash equivalents


5

-

1

-

Cash and cash equivalents at end of year


3,404

3,798

70

554

 

 

 

 

 

 

 

Consolidated and Company's Statement of Changes in Shareholders' Equity

 

Group




 

 






 

 

 

Share capital

 

Share

premium

Re-organisation

 & Reverse acquisition reserve

Share Option reserve

 

Foreign currency reserve

 

Retained

earnings

 

 

Total

 

 

Non-controlling interests

 

 

Total


€'000

€'000

€'000

€'000

€'000

€'000

€'000

€'000

€'000

At 1 January 2015

112

5,483

(496)

-

-

(3,841)

1,258

544

1,802

Changes in equity for the year

ended 31 December 2015










Profit/ (Loss) for the year

-

-

-

-

-

15

15

(217)

(202)

Currency translation

differences

-

-

-

-

49

-

49

-

49

Total comprehensive profit

/(loss) for the year

-

-

-

-

49

15

64

(217)

(153)

Transactions with the owners










Shares issued

43

8,528

-

-

-

-

8,571

-

8,571

Options issued

-

-

-

13

-

-

13

-

13

Total contributions by and

distributions to owners

43

8,528

-

-

-

-

8,584

-

8,584

At 31 December 2015

155

14,011

(496)

13

49

(3,826)

9,906

327

10,233

Changes in equity for the year

ended 31 December 2016










Profit/ (Loss) for the year

-

-

-

-

-

532

532

(327)

205

Currency translation

differences

-

-

-

-

(36)

-

(36)

-

(36)

Total comprehensive profit

/(loss) for the year

-

-

-

-

(36)

532

496

(327)

169

Transactions with the owners










Shares issued

-

15

-

-

-

-

15

-

15

Options issued

-

-

-

15

-

-

15

-

15

Total contributions by and

distributions to owners

-

15

-

15

-

-

30

-

30

At 31 December 2016

155

14,026

(496)

28

13

(3,294)

10,432

-

10,432

 

Company








 

Share capital

Share

premium

Share

Option reserve

Merger relief reserve

Retained

earnings

 

Total


€'000

€'000

€'000

€'000

€'000

€'000

As at 1 January 2015

112

5,483

-

3,531

(2,015)

7,111

Changes in equity for the year ended

31 December  2015







Total comprehensive loss for the year

-

-

-

-

(336)

(336)

Issued in year

43

8,528

13

-

-

8,584

At 31 December 2015

155

14,011

13

3,531

(2,351)

15,359

Changes in equity for the year ended

31 December 2016







Total comprehensive gain for the year

-

-

-

--

664

664

Issued in year

-

15

15

-

-

30

At 31 December 2016

155

14,026

28

3,531

(1,687)

16,053

 

 

 

1. General information

Venn Life Sciences Holdings Plc is a company incorporated in England and Wales. The Company is a public limited company listed on the AIM market of the London Stock Exchange. On 18 January 2016, the company also listed on the ESM market of the Irish Stock Exchange. The address of the registered office is 1 Berkeley Street, London, W1J 8DJ.

 

The principal activity of the Group is that of a Clinical Research Organisation providing a suite of consulting and clinical trial services to pharmaceutical, biotechnology and medical device organisations. The Group has a presence in the UK, Ireland, France, Netherlands, Germany and Singapore.

 

The financial statements are presented in Euros, the currency of the primary economic environment in which the Group's trading companies operate. The Group comprises Venn Life Sciences Holdings Plc and its subsidiary companies.

 

The registered number of the Company is 07514939.

 

2. Segmental reporting

Management has determined the Group's operating segments based on the monthly management reports presented to the Chief Operating Decision Maker ('CODM'). The CODM is the Executive Directors and the monthly management reports are used by the Group to make strategic decisions and allocate resources.

 

The principal activity of the Group is that of a Clinical Research Organisation (CRO) providing a suite of consulting and clinical trial services to pharmaceutical, biotechnology and medical device organisations.  Prior to 2015, the CODM considered the Group's operating segments to be the individual countries of operation.  However, as the majority of the Group's contracts are now larger, multi-country contracts, pulling resources from many different locations, the CODM now considers this a single business unit.

 

Prior to 2016, the Group had an innovation division focussed on human skin technologies that was considered by the CODM as a separate segment. This division was sold to Integumen Limited during 2016 and is disclosed in the consolidated statement of comprehensive income as discontinued operations. As such, no comparatives are provided for 2016 in the segmental analysis.

 

Currently the key operating performance measures used by the CODM are Revenue and adjusted EBITDA (before exceptionals).

 



 

 

The segment information provided to the Board for the reportable segments for the year ended 31 December 2016 is as follows:

 


2016

2016

2016

2015

2015

2015


Venn

Innovenn

Total

Venn

Innovenn

Total


€'000

€'000

€'000

€'000

€'000

€'000

Income statement







External revenue

18,244

-

18,244

11,643

6

11,649

Adjusted EBITDA

386

-

386

834

(446)

388

Exceptional items

(125)

-

(125)

(209)

-

(209)

EBITDA

261

-

261

625

(446)

179

Depreciation

(133)

-

(133)

(75)

(28)

(103)

Amortisation

(689)

-

(689)

(311)

(50)

(361)

Operating profit/(loss)

(561)

-

(561)

239

(524)

(285)

Net finance income/ (costs)

12

-

12

(39)

(3)

(42)

Retained profit/(loss) before tax

549

-

549

200

(527)

(327)








Segment assets







Intangibles, Goodwill,

4,059

-

4,059

4,743

693

5,436

PPE

191

-

191

223

158

381

Investments

2,038

-

2,038

31

-

31

Trade and other debtors

5,022

-

5,022

5,455

128

5,583

Inter segment debtors

-

-

-

999

-

999

Cash

3,404

-

3,404

3,768

30

3,798

Total assets

14,714

-

14,714

15,220

1,009

16,228

Segment liabilities







Operating liabilities

(4,222)

-

(4,222)

(4,737)

(174)

(4,911)

Inter segment liabilities

-

-

-

-

(999)

(999)


(4,222)

-

(4,222)

(4,737)

(1,173)

(5,910)

Borrowings

(60)

-

(60)

(87)

-

(87)

Total liabilities

(4,282)

-

(4,282)

(4,824)

(1,173)

(5,997)

 

3. Exceptional items

Included within Administrative expenses are exceptional items as shown below:



2016

2015



€'000

€'000

Exceptional items includes:




- Transaction costs relating to business combinations and acquisitions


79

209

- office relocation


46

-

Total exceptional items


125

209

 

 

 

 

4. Finance income and costs


2016

2015


€'000

€'000

Interest expense:



- Bank borrowings

-

27

-

17

-

44

Finance income



12

2

12

2

(12)

42

 

5. Income tax expense


2016

2015

Group

€'000

€'000

Current tax:



Current tax for the year

(38)

-

Tax refund (prior year)

-

(65)

Total current tax (credit)/charge

(38)

(65)




Deferred tax:



Origination and reversal of temporary differences

(131)

(60)

Total deferred tax

(131)

(60)

Income tax (credit)/charge

(169)

(125)

 

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


€'000

€'000

Loss before tax

(664)

(262)




Tax calculated at domestic tax rates applicable to UK standard rate of tax of 20% (2013 - 20%)

(183)

(52)

Tax effects of:



- Expenses not deductible for tax purposes

26

30

- Losses carried forward/(utilised)

118

(38)

Tax (credit)/charge

(38)

(60)

 

There are no tax effects on the items in the statement of comprehensive income.

 

 

 

 

 

6. 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


€'000

€'000




Profit/(loss) from continuing operations attributable to equity holders of the Company

(763)

15

Profit from discontinued operations attributable to equity holders of the Company

1,295

-

Total

532

15

Weighted average number of Ordinary Shares in issue

60,429,946

41,261,849




Basic profit/ (loss) per share

0.88c

0.04c

 

(b) Diluted

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares.

 

Weighted average number of shares used as the denominator

 


2016

2015

Weighted average number of ordinary shares used as the denominator in calculating basic earnings per share

60,429,946

41,261,849

Adjustments for calculation of diluted earnings per share:



Options

6,510,000

-

Warrants

166,000

-

Total

67,106,612

41,261,849

 

 

 

 

 

 

7. Intangible fixed assets

Group

 

Customer relationships

€'000

Trade secrets

€'000

Goodwill

€'000

Intellectual Property Rights

€'000

Workforce

€'000

Total

€'000

Cost







At 1 January 2015

605

709

1,320

224

104

2,962

Addition

-

-

-

525

-

525

Exchange differences

2

3

11

(9)

-

7

Adjustment (note 26)

-

-

(48)

-

-

(48)

On acquisition of subsidiary undertaking

1,032

-

117

-

1,345

2,494

At 31 December 2015

1,639

712

1,400

740

1,449

5,940








Amortisation







At 1 January 2015

95

33

-

5

9

142

Charge for the year

164

71

-

49

77

361

At 31 December 2015

259

104

-

54

86

503








Net book value







At 31 December 2015

1,380

608

1,400

685

1,363

5,437








Cost







At 1 January 2016

1,639

712

1,400

740

1,449

5,940

Addition

-

29

-

-

-

29

Exchange differences

(4)

(6)

(22)

(57)

-

(89)

On disposal of subsidiary

-

-

-

(683)

-

(683)

At 31 December 2016

1,635

735

1,378

-

1,449

5,197








Amortisation







At 1 January 2016

259

104

-

54

86

503

Charge for the year

328

71

-

-

290

689

On disposal of subsidiary

-

-

-

(54)

-

(54)

At 31 December 2016

587

175

-

-

376

1,138








Net book value







At 31 December 2016

1,048

560

1,378

-

1,073

4,059

 

No amortisation charge has been charged on the goodwill in the income statement (2015 - €nil).

 

On 24th October  2016 the group disposed of Innovenn UK Limited.

 

Goodwill is allocated to the Group's cash-generating units (CGU's) identified according to operating segment. An operating segment-level summary of the goodwill allocation is presented below.


2016

2015


€'000

€'000

CRO

1,378

1,400

Innovenn

-

-

Total

1,378

1,400

 

Goodwill is tested for impairment at the balance sheet date. The recoverable amount of goodwill at 31 December 2016 was assessed on the basis of value in use. As this exceeded carrying value no impairment loss was recognised.

 

The key assumptions in the calculation to assess value in use are the future revenues and the ability to generate future cash flows. The most recent financial results and forecast approved by management for the next three years were used followed by an extrapolation of expected cash flows at a constant growth rate for a further two years. The projected results were discounted at a rate which is a prudent evaluation of the pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the cash-generating units.

 

The key assumptions used for value in use calculations in 2016 were as follows:



%

Longer-term growth rate (after 2019)


5

Discount rate


20

 

The Group has been loss making for the last 5 years and in 2014 the Directors transformed the infrastructure and capabilities of the Group in order to work as a Group in providing services to clinical research and development markets as one unit rather than separate units. This meant that the impairment review is prepared on the group basis rather than a single unit basis. The Directors have made significant estimates on future revenues and EBITDA growth over the next three years based on the Group's budgeted investment in recruiting key employees and marketing the services.

 

The Directors have performed a sensitivity analysis to assess the impact of downside risk of the key assumptions underpinning the projected results of the Group. The projections and associated headroom used for the group is sensitive to the EBITDA growth assumptions that have been applied. A 50% reduction in EBITDA growth; in the first five years of the management projections would not result in any impairment at the group level.

 

The Company has no intangible assets.

 

8. Investments in associates

Company

2016

2015

Shares in associated undertakings

'000

'000

Beginning and End of the year

-

-

 

 

On 24 October 2016 the Company's wholly owned subsidiary Venn Life Sciences Limited acquired a 41.51% holding in Integumen Limited, as consideration for the disposal of its holding in Innovenn UK Limited.

 

Integumen Limited has share capital consisting solely of ordinary shares, which are held directly by the Group; the country of incorporation and registration is also the principal place of business.

 

Integumen Limited is a private company and there is no quoted market price available for its shares.

 

The group has no other associates.

 

The Company has provided a guarantee for £819,453 debt held by Innovenn UK Limited at 31 December 2016. On 24 October 2015 Integumen acquired 100% of the share capital of Innovenn UK Limited.

 

 

                                

Name of Company                                           Note   Proportion Held     Class of Shareholding   Nature of Business

Integumen Limited                                                   1            41.51% (indirect) Ordinary                      Human Surface Science

 

 

Notes

1.  Incorporated and registered in England and Wales.

 

Summarised financial information for Integumen Limited

 

Set out below is the summarised financial information for Integumen Limited. The information disclosed reflects the amounts presented in the financial statements of Integumen and not the group's share of those amounts. They have been amended to reflect adjustments made by the entity when using the equity method, including fair value adjustments and modifications for differences in accounting policy.

 

Summarised Balance Sheet

2016

2015

31 December

£'000

£'000

Total current assets

348

-

Total current liabilities

(1,564)

-

Total non-current assets

8,499

-

Total non-current liabilities

(635)

-

Net assets

6,648

-

 

Reconciliation to carrying amounts:

2016

2015


£'000

£'000

Opening net assets 1 January

-

-

(Loss) for the period

(716)

-

Net assets acquired

(7,364)

-

Closing net assets

6,648

-

Group's share in %

41.51%

-

Group's share in £

2,768

-

Carrying amount

1,805

-

 

 

 

Summarised statement of comprehensive income

2016

2015

31 December

£'000

£'000

Revenue

11

-

Pre-tax loss from continuing operations

(716)

-

Post-tax loss from continuing operations

(716)

-

Total comprehensive expense

(716)

-

 

The group has included its share of the associate's total comprehensive expense, being €364,281 (2015 - nil) in the Consolidated Income Statement using the equity method.

 

 

9. Cash used in operations


Group

Group

Company

Company


2016

2015

2016

2015


€'000

€'000

€'000

€'000

Loss before income tax

(550)

(327)

(702)

(336)

Adjustments for:





- (Gain)/Loss on Disposal of Non-current asset

(85)

-

-

-

- Depreciation and amortisation

822

464

-

-

- Release of escrow provision

136

-

-

-

- Foreign currency translation of net assets

134

(204)

(38)

(164)

- Exceptional Item

-

209

-

209

- Net finance costs

(12)

42

-

-

Changes in working capital





- Trade and other receivables

(146)

(3,463)

(1,104)

(4,688)

- Trade and other payables

(554)

1,004

(74) 

242 

Net cash used in operations

(255)

 (2,275)

(514)

(4,737)

 

 

 

 

10. Discontinued Operations

 

Disposal of Innovenn

 

On 24 October 2016 the Company's wholly owned Subsidiary Venn Life Sciences Limited disposed of its 70% holding of Innovenn UK Limited, and its wholly owned subsidiary Innovenn Limited, to Integumen Limited, a newly incorporated UK organisation focussing on human surface science (the integumentary system). The total consideration of €3,544,268 was settled by the allotment of 3,057,557 ordinary shares of £1.00 each in the capital of Integumen Limited, at par credited as fully paid, representing a 41.51% holding. Financial information relating to the discontinued operation for the period to the date of disposal is set out below.

 

Prior to the transaction, the Subsidiary converted its loan to Innovenn of €1,392,623 into ordinary shares of £0.001 each of Innovenn, increasing its shareholding to 70% of the issued share capital of Innovenn.

 

After 31 December 2016, the consideration was adjusted to a fair value as at 24 October 2016 of €2,371,318, based upon the Directors opinion of the market value of the group's investment in Integumen Limited.

 

The financial performance and cash flow information presented are for the period ended 24 October 2016 (2016 column) and the year ended 2015.

 


2016

2015


€'000

€'000

Revenue

48

6

Expenses

(1,105)

(533)

Loss before tax

(1,057)

(527)

Tax

55

7

Loss after tax of discontinued operation

(1,002)

(520)

Gain on sale of the subsidiary after tax

2,297

-

Profit /(loss) from discontinued operation

1,295

(520)




Net cash inflow from operating activities

622

(821)

Net cash inflow from investing activities

151

851

Net cash outflow from financing activities

(406)

-

Net increase in cash generated by the subsidiary

367

30




Details of the sale of the subsidiary

2016

2015


€'000

€'000

Consideration received:



Shares in Integumen Limited

3,544

-

Fair value adjustment

(1,173)

-

Total consideration

2,371

-

Carrying amount of net assets sold

74

-

Gain on sale before tax

2,297

-

Income tax expense on gain

-

-

Gain on sale after income tax

2,297

-

 

11. Annual Report and Accounts

 

Copies of the audited Annual Report and Accounts for the year ended 31 Deceber 2016 will be posted to shareholders shortly and may also be obtained from the Company's head office at 19 Railway Road, Dalkey, Dublin, Ireland

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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