Preliminary Results

RNS Number : 8922R
Iconic Labs PLC
31 October 2019
 
31 October 2019

Iconic Labs Plc ("Iconic Labs" or the "Company")

Preliminary Results

 

Iconic Labs (LSE:ICON), a multi-divisional new media and technology business, is pleased to announce its unaudited preliminary results for the 18 month period ending 30 June 2019.  A copy of the full report will be available on the Company's website www.iconiclabs.co.uk/investor-relations.

 

Chairman's Statement:

I am pleased to report these report and accounts which cover the eighteen-month period to 30 June 2019, during which profound change has occurred at the Company.  The new team lead by John Quinlan has spent significant energy in cleaning up liabilities attached to Widecells Group Plc, the previous operational business, and securing a platform from which to implement the new strategy of building a multi-divisional new media and technology business.

 

The previous business

The Company was originally founded to pursue an opportunity relating to stem cell storage and evolved into planning to promote an insurance product related to the stem cell activity.  It never achieved any commercial traction, with total revenues for the period of just £21,000, set against administrative expenses for the discontinued business of £5,801,450 together with substantial accrued liabilities. 

 

Clearly this was unsustainable, and even with the convertible secured debenture facility that they entered into with the European High Growth Opportunities Securitization Fund ('EHGOSF'), and which we inherited, it is hard to see how the business could have survived.  As if that were not bad enough, the actual number for administrative expenses could have been much higher as prior to taking control, we negotiated with many large creditors to substantially reduce liabilities.

 

On taking control, we made available a modest sum to the existing team to see if they could gain traction on revenues, but after a short period they communicated that they were not confident about taking that business forward and so we took the decision to shut it down to focus entirely on the new media strategy.

 

The bulk of the legacy liabilities have now been paid off, with some remaining debts being settled on a termed basis.  These amount to approximately £400,000 as at the date of this letter.  Without the work of the team and the funding that was put in place to deal with these debts there would inevitably have been a catastrophic loss for both shareholders and creditors.

 

New business and management team

As part of the plan, the board put in place a new team to develop a multi divisional new media and technology business within the Company.  The team have an excellent background, having been instrumental in building UNILAD into the largest social media publisher in the world, all on the back of just two hundred pounds of share capital.

 

Unfortunately, for the first months the team had to spend more time dealing with unexpected legacy issues and liabilities, which have impacted the implementation of the new strategy.  However, I believe over the last few months we have begun to see traction for the services and execution of the model.  The acquisition of Gay Star News, a top three UK LGBTI publisher and the management agreement with The Tab, the UK's leading youth and student culture focussed publisher, have played a major part in this, and the team continues to seek out publishers and platforms to work with or even acquire.

 

Capital Structure

We are very aware that the capital structure of the Company is a source of frustration to shareholders, albeit the convertible facility with EHGOSF is one that we inherited.  Our aim as a board is to move the Company towards a conventional, simplified capital structure with no convertible or other facilities.  While we need to keep all options open while we resolve the final parts of the legacy issues and the overhang of securities held by EHGOSF, we are confident that once through these final issues, we will be in a position to finance the growth of the Company from conventional debt and equity issuance if needed. 

 

Outlook

We have a team in place that has a track record of building social media focussed businesses.  The implementation of the strategy has been slower than we anticipated, and we have been constrained by capital being diverted to legacy issues.  However, I believe we have turned the corner and we ask that shareholders bear with us while we complete the final parts of the transition and move the Company to where we and you want to go, that being a leading profitable new media and technology business. 

David Sefton

Chairman

31 October 2019

 

 

 

 

Chief Executive's Statement

Dear Shareholder

 

Our plans and strategy remain to build a leading new media and technology division and we are now beginning to see real progress.  The restructuring and ultimately winding down of the legacy stem cell and insurance operations took more of our focus over the last months than we had originally planned, but with this process now close to completion, I am delighted that the team are now able to focus on the new media and technology business that is Iconic Labs.

 

Our plan for the business has two related elements:  organic growth based upon deploying the team's skills and commercial experience in the sector alongside acquiring publishing platforms which we can leverage to sell those skills.  As such, the critical first steps have been to acquire control (whether through a management contract or outright acquisition) of strategic publishing platforms. 

 

The first of these has been through the acquisition of leading LGBTI publisher Gay Star News ('GSN'), and we have also agreed heads of terms for the acquisition of social media agency Social Alchemist Limited.  Finally, we have entered into an agreement with Medium Channel Media Limited ("MCM") a media focussed investment company, to provide management services to The Tab, the largest social media publisher in the student market.

 

The acquisition of GSN is the first part of Iconic Labs' strategy to build critical mass and in particular expand its proprietary targeted distribution channels that the Company can utilise under the Iconic Labs brand offering. This strategy of acquiring digital brands and audiences will help contribute revenues in the short and medium term but also build capital value in the long term through the further development of these brands and the revenue potential they bring.

 

We believe GSN represents excellent value at £33,000 having generated revenues of over £500,000 last year. After careful due diligence we concluded that it is possible to achieve the similar levels of revenue but with a fraction of the historical cost base.  We are currently working hard at relaunching GSN and this will immediately allow us to generate revenue from on-site digital advertising. However, we believe the greater revenue long term will come from combining the access to the GSN audience and data with the consulting services that the central Iconic Labs team offer; importantly we have already booked revenues in excess of the purchase price.

 

We see the GSN acquisition as representing a model for many future acquisitions. Buying established digital brands which have substantial revenue potential and then using our skills, experience and contacts to increase the Company's profitability and grow its long-term value as a brand while also crucially contributing to the central Iconic Labs business.

 

Our progress on organic revenue generation logically trails the work on publishing platforms but we are fully focused on business development.  We are now seeing success in developing a pipeline and beginning to close on a variety of revenue contracts. The contract with MCM is due to be worth a minimum of £25,000 a month as soon as they conclude their acquisition of The Tab and we are looking forward to closing more contracts in Q4 which is traditionally a busy and profitable period for the industry.

 

While there has been no formal launch or trade PR around Iconic Labs, we have already had significant interest and a pipeline of opportunities for a variety of contracts that we are looking to close and execute.  The current pipeline and interest give us confidence that our strategy and offering of creative fee-based services to potential clients is the right one.  As previously announced, we have negotiated a marketing consultancy engagement with a Fintech company on a long-term retainer basis, and although this has yet to be formally signed, we believe that this model will become increasingly in demand across the industry.

 

I believe the future looks positive as we execute our plans and focus on building a pipeline of organic revenues as well as making good value acquisitions and investments.  The media and advertising industries are in a state of flux and the opportunities for a disruptive new business like ours that combines owning valuable audiences with being able to offer a unique product suite and content creation to clients puts us in a great position for the future.

 

Overall, we are seeing some real signs of progress on both the revenue generation and acquisition parts of the business and we are looking forward to building on this in the future.

John Quinlan

Chief Executive

 

31 October 2019

 

Strategic Report:

 

Introduction

 

Iconic Labs PLC is a company domiciled in England. The Company was incorporated on 24 May 2016 and this is the third set of financial statements prepared by the Company. The Company has raised from a variety of means in the past, including a number of equity placings and debt facilities.

 

During this financial year the company has evolved from a stem cell and insurance company called Widecells Group PLC into a media and technology company, and has been renamed Iconic Labs PLC.

 

Change in Business Model

 

The business model for the Company has changed dramatically from the original Widecells business to the new Iconic labs business.  The original Widecells company was founded to pursue an opportunity relating to stem cell storage and evolved into planning to promote an insurance product related to the stem cell activity.  This has now been shut down and the business discontinued.

 

The new Iconic Labs is a media and technology business focused on providing online marketing, content and technology driven products.  The Company plans to create complimentary divisions that will allow it to provide a broad-based, all-encompassing offering allowing clients to build their online branding and awareness, generate significant revenues as well as building its own brand platforms and products that have long term capital value.  

 

Principal Activities and Business Review

 

The Market Opportunity

 

The directors believe that years of sustained technological innovation across the globe has fundamentally changed consumer buying habits; the way they interact with each other; and the way they consume content. This sets the scene for fundamentally changed market, not only for content producers and publishers; commerce and advertisers; but for all.

 

This change has been driven by, and capitalised upon, by key technological companies, primarily focused on online advertising and other internet related services, software and hardware but have a much wider reaching impact on our everyday lives. Google, Facebook, Amazon, Apple, Microsoft, Samsung, Snapchat, Netflix & Tencent are the notable companies in the space, and will be for the foreseeable future, with entire business ecosystems reliant on their services and key influence and impact in policy and regulation at the highest level. 

 

 

Digital Publishing 

 

The demand for online content and entertainment services is increasing with people spending more time online and consuming more content than ever before. Social media usage across the UK continues to increase, alongside overall internet use which has doubled in the last 10 years from 12 hours a week in 2007 to 24 hours a week in 2017.  Despite a sizeable and staunch audiences, it is clear traditional content creators have failed to adapt to the technological changes and effectively monetise on digital distribution channels and platforms. Social Media platforms such as Facebook & Twitter have transformed the way content in particular news is discovered, disseminated, and digested. In this new era a key component in building an engaged audience and effectively monetising it, is understanding and navigating the ever-changing social media landscape.

 

Advertising

 

As audiences continue to shift online, so too does advertising revenue, as the WARC Expenditure report states, "at £13.4 billion in 2018, it now accounts for 57% of the UK's total advertising expenditure of £23.6 billion." Behind search, the largest slice of online advertising is display advertising, and an increasing amount is spent on social media, with spend on social platforms increasing more than three-fold from £861m in 2015 to £3 billion in 2018.

 

Current Business Strategy

 

The directors believe that there is a significant opportunity in the publishing and advertising market because of technological and structural changes. The directors feel a staged roll-out of complementary divisions that work together and as standalone propositions will allow the Company to take advantage of a number of industry trends with the scale to service the biggest clients but also the flexibility to work with a variety of partners in the industry.

 

The directors believe the planned structure of Iconic labs is an example of a new operating model of that will be desirable to partners and clients, and critical to establishing a successful modern media company.

 

Current Business

 

Online Media Brands and Complimentary Agency and Consultancy Services

 

The Consultancy and Agency:

 

The first phase of the Company's strategy has been launching the agency and consultancy offering. This has already been soft launched to some clients and has achieved a promising reception.

 

This is a product based on the teams unique expertise and experience that is in high demand in the industry that involves a consulting approach to advise clients on their businesses but also with the agency capabilities to actually deliver campaigns and creative services in line with a client's needs.

 

Monthly Insights

Data analysis enables the brand to have a better understanding of what was working on their own digital and social channels whilst also being prepared to react to their competitors' content

 

Content Creation & Distribution

Work closely with insights to produce content that can be distributed across various social channels

 

Post Campaign Analysis

Analysis to establish sentiment & content performance to ensure insightful, creative and efficient future campaigns

 

Combining with Online Media Brands

This is a powerful offering in its own right but we believe that its effectiveness and demand is multiplied many times by being used in conjunction with the ownership and access to established online media brands and their access to consumer data, talent and audience.

 

The ability to offer potential clients and partners unique access to audience, data and insights with the backing and credibility of an established and trusted brand is a unique selling point to brands and the company believes this will be best way of establishing a strong client base and selling numerous products and services.

 

Future Growth and Potential Roll Up Opportunity

 

The directors believe that a result of this model of pairing an online media brand with a consultancy offering the company will need to be selective in which brands and markets the Company looks to target and have strict criteria for any growth in this area.

 

The Company is targeting established brands in high growth markets that complement the skill and experience of its team.  While these involve the development of new brands in areas in line but will be predominantly based around a 'roll up' of available brands in the sector. The desire to own and operate established brands is a crucial part of the reasoning behind a 'roll up'.

 

Additional Business Divisions:

The directors are confident in achieving success with the first parts of the business and then will look to add in additional business divisions and revenue streams over time:

·      E commerce - Work in collaboration with online media brands division and utilise the feedback loops to inform production and sale of consumer products

·      Content Studio - Create original video formats that are piloted on social media and further developed for viewing on TV and platforms such as Netflix

·      Content Licensing - License User Generated Content ('UGC') created by users who have posted it to social media and resell brands, & production houses internationally

·      Tech Product Development - Use insights gained from owned and operated media audiences to drive development of innovative & forward-thinking products

 

Key strengths of Team and Strategy:

 

Team:

The Directors believe the biggest strength of the Company is the team. They have a unique set of skills, experience and contacts, having established UNILAD in 2014 and developing it into the world's largest social media publisher.  UNILAD showed year-on-year annual revenue growth in excess of 100% with revenues reaching more than £10 million and the Directors believe the team can help Iconic Labs grow substantial revenues.

 

Strategy:

·      To compete effectively in a competitive advertising space achieving some consolidation of similar businesses and scale is very important:

·      This allows the company to be of a size and offer enough relevant services that it becomes a viable proposition in terms of its ability to deliver for larger brands with significant budgets.

·      Opportunity for cross and up selling to the different business units with client portfolios and pipelines

·      Cost synergies across all the businesses with an ability to centralise finance, tech,

·      Increased efficiency and effectiveness with shared access to single tech, data and insights platform

·      Legacy Issues

 

Legacy Issues:

Upon taking control, a modest sum of funding was made available to the existing Widecells team to see if they could get some traction on revenues. However, after a short period of time they communicated that they were not confident about taking the business forward and so we shut it down.

 

There were significant legacy issues, some of which were not known to the new management upon taking control of the business. An audit of the true creditor position of the company was taken and an assessment made of how to restructure the company's debts and its subsidiaries. The Company has received legal and professional advice at every stage is fully confident that it is in control of the liabilities and any processes required to manage them.

 

The management negotiated with creditors, some of whom were former directors and secured legally binding settlement agreements to substantially reduce the debt position of PLC.

 

There were some debts, such as to HMRC, the pensions regulator and the LSE that the company has paid or plans to pay in full. There are still around £400k of legacy debts that the Company is in the final stage of discharging in accordance with agreed payment plans.

 

There were and are a number of subsidiaries that had incurred significant debts. The Company has taken substantial legal and professional advice and is confident it is not responsible for these debts and does not intend to pay them.

 

Status of Subsidiaries:

·      Widecells Brazil - Dissolved April 2018

·      Widecells Limited - Has entered liquidation process; Antony Batty and Co appointed liquidator

·      WideAcademy - Dormant

·      Widecells Espana - Dormant

·      Widecells Portugal - Directors are absent but are responsible for producing accounts. Company is working to produce these in their absence.

·      Cellplan International LDA - Directors are absent but are responsible for producing accounts. Company is working to produce these in their absence.

·      Cellplan Limited - Shareholder of Cellplan International LDA. Dormant

·      Widecells International Limited - Dormant

 

Key Performance Indicators:

Given the change of business in the period the historic KPIs are no longer relevant as they form part of the Widecells business and are will not be brought forward from the prior year.  The new Iconic labs business is at an early stage of development and will be focused on the areas of cash management and operating results.

 

The board is focused on increasing revenues and increasingly getting towards profitability over time, so these will be key operating performance indicators in the future.

Financial Review:

Financial Review of Widecells Group PLC

The Widecells Group PLC business has been discontinued and the group had administrative expenses of £5,801,450 and a total loss for the period ending June 30 2019 of £5,809,942.

 

Financial review of Ionic Labs

On March 18th 2019 a new media and technology division of the business called Iconic Labs was formed and which became the main division of the business.

 

The administration expenses of Iconic Labs were £303,902 till the end of the period. These costs are related to cleaning up to time of management and team in restructuring old business as well as the launch of the new media and technology business.

Iconic Labs had yet to record any revenue by the end of the period and the total loss was £307,952.
 

 

 

 

Notes

Period ended

30 June

2019

Continuing

£

Period ended

30 June

2019

Discontinuing

£

 

Revenue

 

 

 

-

21,081

 

Administrative expenses

5

(303,902)

(5,801,450)

 

Loss from operating activities

 

(303,902)

(5,780,369)

 

 

 

 

 

 

Finance income

 

 

7

-

2,174

 

Finance costs

 

 

7

(4,050)

(31,747)

 

Loss before taxation

 

(307,952)

(5,809,942)

 

 

 

 

 

 

Taxation

8

-

-

 

Loss for the period

 

(307,952)

(5,809,942)

 

 

 

 

 

 

Exchange translation on foreign operations

 

-

-

 

 

 

 

 

 

Total comprehensive loss for the period

 

(307,952)

(5,809,942)

 

 

 

 

 

 

               

The results for 2017 relate entirely to discontinued operations.

 

 

 

 

 

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE PERIOD ENDED 30 JUNE 2019

 

 

 

Notes

Period ended

30 June

2019

Continuing

£

Period ended

30 June

2019

Discontinuing

£

Period ended

30 June

2019

Total

£

 

Year ended

31 December

2017

£

Revenue

 

 

 

-

21,081

21,081

 

50,765

Administrative expenses

5

(303,902)

(5,801,450)

(6,105,352)

 

(2,840,228)

Loss from operating activities

 

(303,902)

(5,780,369)

(6,084,271)

 

(2,789,463)

 

 

 

 

 

 

 

Finance income

 

 

7

-

2,174

2,174

 

-

Finance costs

 

 

7

(4,050)

(31,747)

(35,797)

 

(17,264)

Loss before taxation

 

(307,952)

(5,809,942)

(6,117,894)

 

(2,806,727)

 

 

 

 

 

 

 

Taxation

8

-

-

-

 

(2,126)

Loss for the period

 

(307,952)

(5,809,942)

(6,117,894)

 

(2,808,853)

 

 

 

 

 

 

 

Exchange translation on foreign operations

 

-

-

-

 

(32,798)

 

 

 

 

 

 

 

Total comprehensive loss for the period

 

(307,952)

(5,809,942)

(6,117,894)

 

(2,841,651)

 

 

 

 

 

 

 

Loss per ordinary share

 

 

 

 

 

 

Basic and diluted

9

-

(0.02)

(0.02)

 

(0.05)

 

 

 

 

 

 

 

 

 

The results for 2017 relate entirely to discontinued operations.

                   

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2019

 

 

 

 

 

 

 

 

 

 

 

Notes

 

30 June

2019

£

 

31 December

2017

£

Non-current assets

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment

 

 

 

 

 

10

 

7,093

 

466,591

Intangible assets

 

 

 

 

 

11

 

-

 

139,106

 

 

 

 

 

 

 

 

7,093

 

605,697

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

 

Stock

 

 

 

 

 

13

 

-

 

27,850

Trade and other receivables

 

 

 

 

 

14

 

-

 

9,551

VAT recoverable

 

 

 

 

 

14

 

15,922

 

173,703

Cash and cash equivalents

 

 

 

 

 

15

 

15,597

 

615,219

 

 

 

 

 

 

 

 

31,519

 

826,323

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

 

 

 

 

 

 

38,612

 

1,432,020

 

 

 

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

 

 

 

 

Share capital

 

 

 

 

 

19

 

3,498,257

 

162,053

Share premium

 

 

 

 

 

20

 

5,124,900

 

3,460,854

Merger reserve

 

 

 

 

 

20

 

-

 

(185,728)

Translation reserve

 

 

 

 

 

20

 

-

 

(32,798)

Share-based payment reserve

 

 

 

 

 

20

 

-

 

331,975

Retained deficit

 

 

 

 

 

20

 

(10,297,770)

 

(4,305,132)

 

 

 

 

 

 

(1,674,613)

 

(568,776)

 

 

 

 

 

 

 

 

 

 

 

Non-current liabilities

 

 

 

 

 

 

 

 

 

 

Loans and borrowings

 

 

 

 

 

17

 

11,141

 

207,551

 

 

 

 

 

 

 

 

11,141

 

207,551

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

 

Trade and other payables

 

 

 

 

 

16

 

1,633,806

 

935,536

Loans and borrowings

 

 

 

 

 

17

 

68,278

 

857,709

 

 

 

 

 

 

 

 

1,702,084

 

1,793,245

Total liabilities

 

 

 

 

 

 

 

1,713,225

 

2,000,796

 

 

 

 

 

 

 

 

 

 

 

Total equity and liabilities

 

 

 

 

 

 

 

38,612

 

1,432,020

 

 

 

 

 

………………………………………

John Quinlan

Director

31 October 2019

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD ENDED 30 JUNE 2019

 

 

 

Share
capital
£

 

 

Share premium
£

 

 

Merger reserve
£

 

 

Translation reserve
£

Share- based payment reserve
£

 

 

Retained deficit

£

 

 

Total

Equity
£

 

 

 

 

 

 

 

 

Balance at 31 December 2016

135,145

2,159,000

(185,728)

-

211,513

(1,496,279)

823,651

 

 

 

 

 

 

 

 

Loss for the period

-

-

-

-

-

(2,808,853)

(2,808,853)

Foreign exchange translation

-

-

-

(32,798)

-

-

(32,798)

Total comprehensive loss for the period

 

-

 

-

 

-

 

(32,798)

 

-

 

(2,808,853)

 

(2,841,651)

Transactions with owners:

 

 

 

 

 

 

 

Share-based payment charges

 

-

 

-

 

-

 

-

 

120,462

 

-

 

120,462

Issue of shares

26,908

1,371,789

-

-

-

-

1,398,697

Costs of placings

-

(69,935)

-

-

-

-

(69,935)

Total contribution by and distribution to owners

 

26,908

 

1,301,854

 

-

 

-

 

120,462

 

-

 

1,449,224

 

 

 

 

 

 

 

 

Balance at 31 December 2017

 

162,053

 

3,460,854

 

(185,728)

 

(32,798)

 

331,975

 

(4,305,132)

 

(568,776)

 

 

 

 

 

 

 

 

Loss for the period

-

-

-

-

-

(6,117,894)

(6,117,894)

Foreign exchange translation

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Total comprehensive loss for the period

 

-

 

-

 

-

 

-

 

-

 

(6,117,894)

 

(6,117,894)

Transactions with owners:

 

 

 

 

 

 

 

Share-based payment charges

 

-

 

-

 

-

 

-

 

11,807

 

-

 

11,807

Issue of shares

3,336,204

1,894,621

-

-

-

-

5,230,825

Costs of placings

-

(230,575)

-

-

-

-

(230,575)

Total contribution by and distribution to owners

 

3,336,204

 

1,664,046

 

-

 

-

 

11,807

 

-

 

5,012,057

 

 

 

 

 

 

 

 

Transfer between reserves

-

-

185,728

32,798

(343,782)

125,256

-

 

 

 

 

 

 

 

 

Balance at 30 June 2019

3,498,257

5,124,900

-

-

-

(10,297,770)

(1,674,613)

 

 

The currency translation reserve comprises all foreign currency adjustments arising from the translation of the financial statements of the foreign operation. During the year, the Board decided that a number of the reserves related to historic balances which are no longer relevant given the changes in the group during the period. The merger reserve, translation reserve and share-based payment reserve have been transferred to retained deficit during the period.

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD ENDED 30 JUNE 2019

 

 

 

 

 

 

 

 

 

Notes

 

Period ended
30 June
2019
£

 

Year ended

31 December

2017

£

Cash flows from operating activities

 

 

 

 

 

 

 

Total comprehensive loss for the period

 

 

 

 

(6,117,894)

 

(2,808,853)

Depreciation and amortisation

 

 

5

 

417

 

113,191

Impairment of assets

 

 

5

 

629,616

 

-

Share-based payment charge

 

 

22

 

11,807

 

120,462

Net interest expense

 

 

7

 

33,623

 

17,264

 

 

 

 

 

(5,442,431)

 

(2,557,936)

 

 

 

 

 

 

 

 

Decrease/(Increase) in stock

 

 

 

 

27,850

 

(24,963)

Decrease/(Increase) in trade and other receivables

 

 

 

 

167,333

 

(101,133)

Increase/(decrease) in trade and other payables

 

 

 

 

698,270

 

543,205

Net cash used in operating activities

 

 

 

 

(4,548,978)

 

(2,140,827)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

 

 

Purchase of tangible fixed assets

 

 

10

 

(31,429)

 

(323,989)

Net cash used in investing activities

 

 

 

 

(31,429)

 

(323,989)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

 

 

Issue of share capital

 

 

 

 

5,230,825

 

1,398,697

Costs of issuing share capital

 

 

 

 

(230,575)

 

(69,935)

Interest received

 

 

7

 

2,174

 

-

Interest paid

 

 

7

 

(35,797)

 

(17,264)

Convertible debt issued

 

 

 

 

-

 

50,000

Issue of finance leases

 

 

 

 

-

 

153,003

Repayment of finance leases

 

 

 

 

(174,787)

 

-

Proceeds from borrowings

 

 

 

 

-

 

150,000

Repayment of borrowings

 

 

 

 

(313,877)

 

(198,604)

Net cash flows from financing activities

 

 

 

 

4,477,963

 

1,465,897

 

 

 

 

 

 

 

 

Net decrease in cash and cash equivalents

 

 

 

 

(102,444)

 

(998,919)

 

 

 

 

 

 

 

 

Cash and cash equivalents at beginning of period

 

 

 

 

 

118,041

 

 

1,149,758

Effect of foreign exchange rate changes

 

 

 

 

-

 

(32,798)

Cash and cash equivalents at period end

 

 

15

 

15,597

 

118,041

                             

 

COMPANY STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2019

 

 

 

Notes

 

30 June
2019
£

 

31 December
2017
£

Non-current assets

 

 

 

 

 

Property, plant and equipment

10

 

7,093

 

42,477

Investments

 

 

-

 

76,000

Non-current assets

 

 

7,093

 

118,477

 

Current assets

 

 

 

 

 

 

Trade and other receivables

14

 

-

 

1,696,772

Cash and cash equivalents

15

 

4,339

 

-

 

 

 

4,339

 

1,696,772

 

 

 

 

 

 

Total assets

 

 

11,432

 

1,815,249

 

 

 

 

 

 

Equity

 

 

 

 

 

Share capital

19

 

3,498,257

 

162,053

Share premium

20

 

5,124,900

 

3,460,854

Share-based payment reserve

20

 

-

 

331,975

Retained deficit

20

 

(10,162,141)

 

(3,352,643)

 

 

 

(1,538,984)

 

602,239

 

 

 

 

 

 

Non-current liabilities

 

 

 

 

 

Loans and borrowings

17

 

11,141

 

113,321

 

 

 

11,141

 

113,321

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

Trade and other payables

16

 

1,470,997

 

833,805

Bank debt and commercial loans

17

 

-

 

25,000

Directors loans

17

 

-

 

100,000

Loans and borrowings

17

 

68,278

 

140,884

 

 

 

1,539,275

 

1,099,689

Total liabilities

 

 

1,550,416

 

1,213,010

 

 

 

 

 

 

Total equity and liabilities

 

 

11,432

 

1,815,249

                   

 

 

The Company's loss and total comprehensive loss for the period ended 30 June 2019 was £7,153,280 (December 2017: £2,310,506 )

 

 

 

 

 

…………………………………………

John Quinlan

Director

 

31  October 2019

 

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD ENDED 30 JUNE 2019

 

 

Share

capital

£

 

Share premium

£

Share-based payments reserve

£

 

Retained deficit

£

 

Total

equity

£

 

 

 

 

 

 

Balance at 31 December 2016

135,145

2,159,000

211,513

(1,042,137)

1,463,521

 

 

 

 

 

 

Loss for the year

-

-

-

(2,310,506)

(2,310,506)

Total comprehensive loss for period

-

-

-

(2,310,506)

(2,310,506)

Transactions with owners

 

 

 

 

 

Share-based payment charge

-

-

120,462

-

120,462

Issue of shares

26,908

1,371,789

-

-

1,398,697

Cost of placings

-

(69,935)

-

-

(69,935)

Total contributions by and distributions to owners

 

26,908

 

1,301,854

 

120,462

 

-

 

1,449,224

Balance at 31 December 2017

162,053

3,460,854

331,975

(3,352,643)

602,239

 

 

 

 

 

 

Loss for the period

-

-

-

(7,153,280)

(7,153,280)

Total comprehensive loss for period

-

-

-

(7,153,280)

(7,153,280)

Transactions with owners

 

 

 

 

 

Share-based payment charge

-

-

11,807

-

11,807

Issue of shares

3,336,204

1,894,621

-

-

5,230,825

Cost of placings

-

(230,575)

-

-

(230,575)

Total contributions by and distributions to owners

3,336,204

1,664,046

11,807

-

5,012,057

 

Transfer between reserves

 

-

 

-

 

(343,782)

 

343,782

 

-

 

 

 

 

 

 

Balance at 30 June 2019

3,498,257

5,124,900

-

(10,162,141)

(1,538,984)

 

 

 

 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 JUNE 2019

 

1.         Accounting Policies

 

Basis of preparation and going concern

Iconic Labs plc is a public company incorporated and domiciled in England and Wales.  The address of the Company's registered office is 27-28 Eastcastle Street, London, W1W 8DH.  The consolidated financial statements of the Group as at and for the period ended 30 June 2019 comprise the financial statements of the Company and its subsidiary undertakings.

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ('IFRS') as issued by the International Accounting Standards Board and as adopted by the European Union.

The Company's individual statement of comprehensive income has been omitted from the Group's annual financial statements having taken advantage of the exemption not to disclose under Section 408(3) of the Companies Act 2006.

The consolidated financial statements have been prepared on the historical cost basis.

These consolidated financial statements are presented in Pounds Sterling ('GBP'), which is considered by the directors to be the functional and most appropriate presentation currency.

 

The directors have, at the time of approving the financial statements, a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future, which is defined as twelve months from the signing of this report.  For this reason, the directors continue to adopt the going-concern basis of accounting in preparing the financial statements. 

New standards and interpretations not yet adopted

Certain standards, amendments to published standards and interpretations have been issued that are mandatory for accounting periods beginning on or after 1 January 2019 or later periods, but which the Group has not early adopted.  

IFRS 16 - Leases

The standard has been developed to provide information to the users of the financial statements on the lease transactions undertaken by the entity, in order for them to assess the amount, timing and uncertainty of cash flows arising from leases.

The standard is effective for periods beginning on or after 1 January 2019.

On application of the standard, the company will be required to recognise assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value.

The directors consider that the effect of IFRS16 will be that some of the Group's leases will be capitalised and recognised on the balance sheet. The effect has not yet been fully documented by the directors.

 

Basis of consolidation

The Group financial statements consolidate those of the parent company and all of its subsidiaries. Subsidiaries are entities controlled by the Group.  The parent company controls a subsidiary if it has power over the investee to significantly direct the activities, exposure, or rights, to variable returns from its involvement with the investee, and the ability to use its power over the investee to affect the amount of the investors returns. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.

 

Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements.

 

The consolidated financial statements consist of the results of the following entities:

 

Entity

Summary description

Iconic Labs plc (previously Widecells Group plc)

Ultimate holding company

WideCells International Limited

Holding company of subsidiaries

WideCells Limited

Trading company

WideCells Portugal SA

Trading company

WideCells Espana SL

Trading company

WideAcademy Limited

Trading company

CellPlan Limited

Holding company

CellPlan International Lda

Trading company

Revenue

The Group recognises the introduction of IFRS 15 for the accounting period under review and does not consider that it has a material impact on the Group's income.

 

Revenue represents the fair value of consideration received or receivable in the period, net of discounts and sales taxes.

 

Sales income derives from the procurement and marketing of cord blood stem cell storage. Revenue is recognised as detailed below:  

 

Revenue is recognised when it is probable that the economic benefits associated with a transaction will flow to the Group and the amount of revenue and associated costs can be measured reliably. Where the work has been carried out and it is certain that the income is due, appropriate adjustments are made through deferred and accrued income on a percentage of completion basis. Deferred income comprises of income received in advance of the consideration being due and has been included within current liabilities on the basis that the revenue becomes due within 12 months from the balance sheet date. Accrued income includes the value of work performed during the period and where a right to consideration has arisen, which was not invoiced until after the period end.

Interest is recognised, in profit and loss, using the effective-interest rate method.

Foreign currency

Transactions in foreign currencies are translated to the respective functional currencies of Group entities at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency at the exchange rate at that date.  .

Non-monetary items in a foreign currency that are measured based on historical cost are translated using the exchange rate at the date of the transaction.

Foreign currency differences arising on retranslation are recognised in the statement of comprehensive income.

 

The adjustment in 'Other comprehensive income' arises because of the difference between the value of the assets and liabilities of foreign operations (including goodwill and the fair-value adjustments arising on acquisition) when acquired compared to the value when translated to GBP at exchange rates at the reporting date.  The income and expenditure earned and incurred by the Group's overseas operations are translated to GBP at the average exchange rate at the date of each transaction.

Financial assets

The group does not have any financial assets which it would classify as fair value through profit or loss, available for sale or held to maturity. Therefore, all financial assets are classed as loans and receivables as defined below:

Loans and receivables

Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market.  Such assets are recognised initially at fair value plus any directly attributable transaction costs.  Subsequent to initial recognition, loans and receivables are measured at amortised cost using the effective interest method, less any impairment losses.

An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset's original effective interest rate.  Losses are recognised in profit or loss and reflected in an allowance against loans and receivables.  Interest on the impaired asset continues to be recognised.  When an event occurring after the impairment was recognised causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through profit or loss.

Loans and receivables comprise trade and other receivables.

Cash and cash equivalents

Cash and cash equivalents comprise cash balances and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in their fair value.  These are initially and subsequently recorded at fair value.

Bank overdrafts are shown within loans and borrowings in current liabilities on the statement of financial position.

Financial liabilities

The group does not have any financial liabilities that would be classified as fair value through profit or loss. Therefore, these financial liabilities are classified as financial liabilities at amortised cost, as defined below:

Other financial liabilities include the following items:

·      Borrowings are initially recognised at fair value net of any transaction costs directly attributable to the issue of the instrument. Such interest-bearing liabilities are subsequently measured at amortised cost using the effective interest method, which ensures that any interest expense over the period to repayment is at a constant rate on the balance of the liability carried in the statement of financial position. Interest expense in this context includes initial transaction costs and premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

·      Trade payables and other short-term monetary liabilities, which are initially recognised at fair value and subsequently carried at amortised cost using the effective interest method.

 

Share capital

The group's ordinary shares are classified as equity instruments.

 

Tangible fixed assets

Items of plant and equipment are initially recognised at cost. As well as purchase price, cost includes directly attributable costs.

Depreciation is provided on all other items of property, plant and equipment, so as to write off their carrying value over their expected useful economic lives. It is provided at the following rates:

Plant & machinery -

33% straight line basis

Leasehold improvements -

33% straight line basis

Computer hardware -

33% straight line basis

 

Intangible fixed assets

Intangible assets comprise capitalised computer software and are initially recognised at cost.

Amortisation is provided so as to write off their carrying value over their expected useful economic lives. It is provided at the following rates:

Computer software -

33% straight line basis

 

Leased assets

Where substantially all of the risks and rewards incidental to the ownership of a leased asset have been transferred to the group, the asset is treated as if it had been purchased outright. The amount initially recognised as an asset is the lower of the fair value of the leased property and the present value of the minimum lease payments payable over the term of the lease. The corresponding lease commitment is shown as a liability. Lease payments are analysed between capital and interest. The interest element is charged to the statement of comprehensive income over the period of the lease and is calculated so that it represents a constant proportion of the lease liability. The capital element reduces the balance owed by the lessor.

Where substantially all of the risks and rewards incidental to ownership are not transferred to the group, the total rentals payable under the lease are charged to the statement of consolidated income on a straight-line basis over the lease term.

 

Inventories

Inventories are initially recognised at cost, and subsequently at the lower of cost or net realisable value. Cost comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition.

 

Share-based payments

Where equity settled share-based payments are awarded to employees, the fair value of the options at the date of grant is charged to the statement of comprehensive income over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Non-vesting conditions and market vesting conditions are factored into the fair value of the options granted. As along as all other vesting conditions are satisfied, a charge is made irrespective of whether the market vesting conditions are satisfied. The cumulative expense is not adjusted for failure to achieve a market vesting condition or where a non-vesting condition is not satisfied.

Where terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to the statement of consolidated income over the remaining vesting period.

2.         Critical Accounting estimates and judgements

The group makes certain estimates and assumptions regarding the future. Estimates and judgements are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions. There are no estimates or assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial period.

3.         Revenue

Revenue in all periods principally arises from the provision of services. In 2016 this was from the planning phase of an R&D contract with Qiginex, which ran through 2017 and 2018 in the UK. Revenues also include sales of Cellplan and INDUS products.

4.         Segment Information

Operating segments are components of the entity that:

·      Engages in business activity from which it earns revenues and incurs expenses;

·      Of which discrete financial information is available;

·      Whose operating results are reviewed regularly by the chief operating decision maker       

Until sales begin in the new operating divisions of CellPlan and Wideacademy, the group has 3 main operating segments, all of which have the same intended source of revenue from the WideCells division:

·      United Kingdom

·      Portugal

·      Spain

The group's reportable segments are geographical business units that offer WideCells products and services into different markets. They are managed separately as each business is operated from a different location.

 

Measurement of operating segment profit or loss, assets and liabilities

The accounting policies of the operating segments are the same as those described in the summary of significant accounting policies.    

The group evaluates performance on the basis of profit or loss from operations but excluding non-recurring losses and the effects of share-based payments.

 

2019

UK

£

Portugal

£

Spain

£

Cellplan

£

Wideacademy

£

Total

£

Sales and services provided

20,761

-

-

320

-

21,081

Total revenue from external customers

 

20,761

 

-

 

-

 

320

 

-

 

21,081

Total gross profit

20,761

-

-

320

-

21,081

Segment EBITDA

(5,050,075)

(34,885)

(9,003)

(292,258)

(68,019)

(5,454,240)

Depreciation, amortisation and impairment

 

(466,504)

 

-

 

-

 

(163,529)

 

-

 

(630,033)

Loss from operations

(5,516,579)

(34,885)

(9,003)

(455,786)

(68,019)

(6,084,272)

Finance income/(expense)

(27,778)

1,297

-

-

(7,141)

(33,622)

Tax

-

-

-

-

-

-

Group loss after tax

(5,544,357)

(33,588)

(9,003)

(455,786)

(75,160)

(6,117,894)

 

 

 

 

 

 

 

Total assets

34,712

621

580

2,699

-

38,612

Total liabilities

1,650,050

-

-

63,175

-

1,713,225

 

All of the activities outside of the UK have been discontinued. The results of the UK operation relate to continuing and discontinued operations as follows:

2019

UK

Continuing

£

UK

Discontinued

£

UK

Total

£

Sales and services provided

-

20,761

20,761

Total revenue from external customers

 

-

 

20,761

 

20,761

Total gross profit

-

20,761

20,761

Segment EBITDA

(303,485)

(4,746,590)

(5,050,075)

Depreciation, amortisation and impairment

 

(417)

 

(466,087)

 

(466,504)

Loss from operations

(303,902)

(5,212,677)

(5,516,579)

Finance income/(expense)

(4,050)

(23,728)

(27,778)

Tax

-

-

-

Group loss after tax

(307,952)

(5,236,405)

(5,544,357)

 

 

 

 

 

 

 

 

2017

UK

£

Portugal

£

Spain

£

Cellplan

£

Wideacademy

£

Total

£

Sales and services provided

 

49,501

 

1,264

 

-

 

-

 

-

 

50,765

Total revenue from external customers

 

49,501

 

1,264

 

-

 

-

 

-

 

50,765

Total gross profit

49,501

1,264

-

-

-

50,765

Segment EBITDA

(2,311,794)

(352,110)

(12,368)

-

-

(2,676,272)

Depreciation and amortisation

 

(107,555)

 

(5,636)

 

-

 

-

 

-

 

(113,191)

Loss from operations

(2,419,349)

(357,746)

(12,368)

-

-

(2,789,463)

Finance expense

(17,185)

(80)

1

-

-

(17,264)

Tax

-

(2,126)

-

-

-

(2,126)

Group loss after tax

(2,436,534)

(359,952)

(12,367)

-

-

(2,808,853)

 

 

 

 

 

 

 

Total assets

1,341,263

82,690

8,067

-

-

1,432,020

Total liabilities

1,913,128

80,691

6,977

-

-

2,000,796

 

The results for 2017 relate entirely to discontinued operations.

5.         Loss from Operations

 

Period  ended
30 June

2019
£

Year ended
31 December
2017

£

The loss for the period is stated after charging/(crediting):

 

 

Depreciation

417

113,721

Impairment of assets

629,616

-

Auditors remuneration - group

42,000

44,427

Auditors remuneration - company

-

25,149

Operating lease - property

81,473

114,152

Share-based payments expense

11,807

120,462

Foreign exchange gains

6,273

(54,881)

 

Expenses by nature:

£

£

Supplies and external services

2,425,820

1,568,974

Other expenses

1,366,623

(46,938)

Staff costs

1,682,876

1,205,001

Total operating expenses

5,475,319

2,727,037

Depreciation, amortisation and impairment of assets

630,033

113,191

 

6,105,352

2,840,228

 

6.         Staff Costs

 

Period  ended
30 June

2019
£

Year ended
31 December
2017

£

Staff costs (including directors) comprise:

 

 

Wages and salaries

1,473,681

900,811

Defined contribution pension cost

53,315

44,427

Benefits

-

25,149

Social security contributions and similar taxes

144,073

114,152

Share-based payments expense

11,807

120,462

 

1,682,876

1,205,001

 

Employee Numbers

2019

2017

The average number of staff employed by the group during the period amounted to:

 

 

General and administration

15

17

 

15

17

Key management personnel compensation

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities, and are the directors of the company.

Remuneration of the directors and highest paid director is shown in the corporate governance report. In addition to the amounts disclosed in the corporate governance report, the full share-based payment charge of £11,807 (2017: £120,462) relates to key management personnel.

7.         Finance Income and Expense

 

Period  ended
30 June 2019
£

Year ended
31 December
2017

£

Finance income

 

 

Other interest received

2,174

-

Total finance income

2,174

-

 

 

 

Finance expense

 

 

Bank loans and overdrafts

35,797

17,264

Total finance expense

35,797

17,264

8.         Taxation

 

Period  ended
30 June 2019
£

Year ended
31 December
2017

£

Current tax

 

 

Overseas taxation payable on profits for the period

-

2,126

Total current tax and tax credit

-

2,126

The reason for the difference between the actual tax charge for the period and the standard rate of corporation tax in the United Kingdom applied to losses for the period are as follows:

 

 

2019
£

2017

£

Loss before taxation

(6,117,894)

(2,806,727)

Tax using the parent company's domestic tax rate of 19% (2017: 19,25%)

(1,162,400)

(540,295)

Effects of:

 

 

Unrelieved tax losses and other deductions arising in the period

693,403

463,295

Expenses not deductible for taxation purposes

468,997

77,000

Local overseas taxes

-

(2,126)

Total tax charged in the income statement

-

(2,126)

The deferred taxation of £1,154,625 (2017: £534,212) attributable to losses arising in the period and for losses carried forward has not been recognised in these accounts due to the uncertainty over whether this will be recovered.

9.         Loss per share

 

Period  ended
30 June 2019
£

Year ended
31 December
2017

£

Numerator

 

 

Loss for the period

(6,117,894)

(2,808,853)

Denominator

 

 

Weighted average number of ordinary shares used in basic EPS

282,378,357

59,993,454

Effects of:

 

 

Employee share options

2,808,454

3,485,518

Conversion share warrants

-

205,479

Broker share warrants

-

727,272

Weighted average number of ordinary shares used in diluted EPS

285,186,811

64,411,723

Basic and diluted loss per share

(0.02)

(0.05)

 

10.       Tangible Assets

Group

 

Plant & Machinery

£

Leasehold Improvements

£

Computer Hardware

£

 

Total

£

Cost

 

 

 

 

Balance at 1 January 2017

225,708

154,620

27,715

408,043

Additions

119,782

29,130

32,788

181,700

Effect of foreign exchange

-

2,099

1,445

3,544

Balance at 31 December 2017

345,490

185,849

61,948

593,287

 

 

 

 

 

Additions

10,282

-

21,147

31,429

Balance at 30 June 2019

355,772

185,849

83,095

624,716

 

 

 

 

 

Amortisation

 

 

 

 

Balance at 1 January 2017

-

10,077

3,068

13,145

Charge for the year

43,868

53,103

16,220

113,191

Effect of foreign exchange

-

21

339

360

Balance at 31 December 2017

43,868

63,201

19,627

126,696

 

 

 

 

 

Charge for the period

-

-

417

417

Impairment in the period

311,904

122,648

55,958

490,510

Balance at 30 June 2019

355,772

185,849

76,002

617,623

 

 

 

 

 

Carrying amounts

 

 

 

 

Balance at 30 June 2019

-

-

7,093

7,093

Balance at 31 December 2017

301,622

122,648

42,321

466,591

Company

 

 

 

Computer Hardware

£

 

Total

£

Cost

 

 

 

 

Balance at 1 January 2017

 

 

16,659

16,659

Additions

 

 

46,031

46,031

Balance at 31 December 2017

 

 

62,690

62,690

 

 

 

 

 

Additions

 

 

14,231

14,231

Balance at 30 June 2019

 

 

76,921

76,921

 

 

 

 

 

Amortisation

 

 

 

 

Balance at 1 January 2017

 

 

473

473

Charge for the year

 

 

19,741

19,741

Balance at 31 December 2017

 

 

20,214

20,214

 

 

 

 

 

Charge for the period

 

 

417

417

Impairment in period

 

 

49,197

49,197

Balance at 30 June 2019

 

 

69,828

69,828

 

 

 

 

 

Carrying amounts

 

 

 

 

Balance at 30 June 2019

 

 

7,093

7,093

Balance at 31 December 2017

 

 

42,477

42,477

11.       Intangible Assets

 

 

 

 

 

 

 

Computer software

£

 

Total

£

Cost

 

 

 

 

 

 

Balance at 1 January 2017

 

 

 

 

-

-

Additions

 

 

 

 

 

139,106

139,106

Balance at 31 December 2017 and at 30 June 2019

 

 

 

 

139,106

139,106

 

 

 

 

 

 

 

Amortisation

 

 

 

 

 

 

Balance at 1 January 2017

 

 

 

 

-

-

Charge for the year

 

 

 

 

-

-

Balance at 31 December 2017

 

 

 

 

-

-

 

 

 

 

 

 

 

Impairment

 

 

 

 

139,106

139,106

Balance at 30 June 2019

 

 

 

 

139,106

139,106

 

 

 

 

 

 

 

Carrying amounts

 

 

 

 

 

 

Balance at 30 June 2019

 

 

 

 

-

-

Balance at 31 December 2017

 

 

 

 

139,106

139,106

 

12.       Subsidiaries

 

Entity

Country of Incorporation

Nature of business

 

Notes

WideCells International Limited

United Kingdom

Holding company

(c)

WideCells Limited

United Kingdom

Trading company

(a)

WideCells Portugal SA

Portugal

Trading company

(a)

WideCells Espana SL

Spain

Trading company

(a)

WideAcademy Limited

United Kingdom

Trading company

(a)

CellPlan Limited

United Kingdom

Holding company

(a)

CellPlan International Lda

Portugal

Trading company

(b)

Iconic Labs UK Limited

United Kingdom

Trading company

(c)

Iconic Labs IP Limited

United Kingdom

Trading company

(c)

 

Notes:        (a) 100% owned by WideCells International Limited    (b) 100% owned by CellPlan Limited

                                   (c) 100% owned by Iconic Labs plc

 

Iconic Labs UK Limited was incorporated on 14th June 2019 and Iconic Labs IP Limited was incorporated on 19th June 2019. The companies did not trade in the period ended 30 June 2019.

 

13.       Inventories

             Group

 

30 June

2019

£

31 December

2017

£

Raw materials and consumables

-

27,850

 

 

14.       Trade and other receivables

Group

 

30 June

2019

£

31 December

2017

£

Trade receivables

-

2,029

Other receivables

-

7,522

Trade and other receivables

-

9,551

VAT recoverable

15,922

173,703

Total receivables

15,922

183,254

 

Trade and other receivables do not contain any impaired assets. The group does not hold any collateral as security and the maximum exposure to credit risk at the consolidated statement of financial position date is the fair value of each class of receivable. No trade receivables are overdue but not impaired.

 

Book values approximate to fair value at 30 June 2019 and 31 December 2017.

 

Company

 

30 June

2019

£

31 December

2017

£

Amounts due from group companies

-

1,580,016

Other receivables

-

116,756

 

-

1,696,772

15.       Cash and cash equivalents

Group

 

30 June

2019
£

31 December
2017
£

Cash at bank available on demand

15,694

615,219

Bank overdraft

(97)

(497,178)

Total cash and cash equivalents

15,597

118,041

Company

 

30 June

2019
£

31 December
2017
£

Cash at bank available on demand

4,339

615,219

Bank overdraft

-

(497,178)

Total cash and cash equivalents

4,339

118,041

 

16.       Trade and other payables

Group

 

 

30 June
2019
£

31 December
2017
£

Trade payables

 

544,558

634,310

Other payables and accruals

 

884,687

234,713

Tax and social security

 

204,561

66,434

Deferred revenue

 

-

79

Total

 

1,633,806

935,536

Book values approximate to fair values at 30 June 2019 and 31 December 2017.

Company

 

 

30 June
2019
£

31 December
2017
£

Trade payables

 

381,749

601,276

Other payables and accruals

 

884,687

188,313

Tax and social security

 

204,561

44,216

 

 

1,470,997

833,805

Book values approximate to fair values at 30 June 2019 and 31 December 2017.

17.       Loans and borrowings

Group

 

 

Non-current

 

30 June
2019
£

31 December
2017
£

Bank loans

 

-

66,667

Other loans

 

-

-

Finance leases

 

11,141

140,884

Total

 

11,141

207,551

 

 

 

Current

 

30 June

 2019
£

31 December
2017
£

Bank overdraft

 

-

497,178

Bank loans

 

-

72,210

Other loans

 

-

25,000

Finance leases

 

68,278

113,321

Directors' loans

 

-

100,000

Convertible loans

 

-

50,000

Total

 

68,278

857,709

Book values approximate to fair values at 30 June 2019 and 31 December 2017.

 

The convertible loans converted to equity following the share placing in June 2018.

Finance leases are secured on the relevant assets.

Company

 

 

Non-current

 

30 June
2019
£

31 December
2017
£

Other loans

 

-

-

Finance leases

 

11,141

113,321

Total

 

11,141

113,321

 

 

 

Current

 

30 June

 2019
£

31 December
2017
£

Other loans

 

-

-

Bank debt and commercial loans

 

-

25,000

Directors' loans

 

-

100,000

Finance leases

 

68,278

140,884

Total

 

68,278

265,884

18.       Financial Instruments - Risk Management

The group is exposed through its operations to the following financial risks:

 

·      Credit risk

·      Market risk

·      Liquidity risk

 

In common with other businesses, the group is exposed to risks that arise from use of financial instruments. This note describes the group's objectives, policies and processes for managing those risks and the methods used to measure them.

 

The principal financial instruments used by the group, from which the financial instrument risks arise, are as follows:

 

·      Trade receivables

·      Cash and cash equivalents

·      Trade and other payables

·      Loans and borrowings

 

A summary of the financial instruments held by category is provided below:

 

·      Financial assets - loans and receivables

·      Financial liabilities - amortised cost

 

Group:

 

2019

£

2017

£

Cash and cash equivalents

15,599

615,219

Trade receivables

-

2,029

Total financial assets

15,599

617,248

 

 

2019

£

2017

£

Trade and other payables

1,429,245

869,023

Loans and borrowings

79,419

1,065,260

Total liabilities - amortised cost

1,508,664

1,934,283

 

Company:

 

2019

£

2017

£

Cash and cash equivalents

4,339

-

Trade receivables

-

-

Total financial assets

4,339

-

 

 

2019

£

2017

£

Trade and other payables

1,266,436

789,589

Loans and borrowings

79,419

379,205

Total liabilities - amortised cost

1,345,855

1,168,794

 

The Board has overall responsibility for the determination of the group's risk management objectives and policies and, whilst retaining ultimate responsibility for them, it has delegated the authority for designing and operating processes that ensure the effective implementation of the objectives and policies to the Group's Management Committee. The Board received quarterly reports from the Management Committee.

The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly affecting the groups' competitiveness and flexibility. Further details regarding these policies are set out below:

 

Credit risk

Credit risk is the risk of financial loss to the group if a development partner or a counterparty to the financial instrument fails to meet its contractual obligations. The group is mainly exposed to credit risk from credit sales. It is group policy, implemented locally, to assess the credit risk of new customers before entering into contracts.

 

Credit risk also arises from cash and cash equivalents and deposits with banks and financial institutions. For banks and financial institutions, only independently rated parties with high credit status are accepted.

 

The group does not enter into derivatives to manage credit risk.

 

Cash in bank

Group

 

2019

£

2017

£

Cash held at HSBC - S&P Rating AA

11,444

610,707

Cash held at Santander - S&P rating A

4,153

4,512

Total financial assets

15,597

615,219

 

Company

 

2019

£

2017

£

Cash held at HSBC - S&P Rating AA

4,339

-

Cash held at Santander - S&P rating A

-

-

Total financial assets

4,339

-

 

The group is continually reviewing the credit risk associated with holding money on deposit in banks and seeks to mitigate this risk by holding deposits with banks with high credit status.

 

Market risk

 

Cash flow interest rate risk

The group is exposed to cash flow interest rate risk from short term borrowings at variable rate.

 

It is group policy that all borrowings are approved by the directors to ensure that it is not taking on significant risk related to possible movements in interest rates. Although the Board accepts that this policy neither protects the group entirely from the risk of paying rates in excess of current market rates nor eliminates fully cash flow risk associated with variability in interest payments, it considers that it achieves appropriate balance of exposure to these risks.

 

During the period, the Groups borrowings at variable rate were denominated in sterling.

 

 

 

Foreign exchange risk

Foreign exchange risk arises because the group has operations in Portugal and Spain, whose functional currency is not the same as the functional currency of the group. The group's net assets arising from such overseas operations are exposed to currency risk resulting in gains or losses on retranslation into sterling. Given the levels of materiality, the group does not hedge its net investments in overseas operations as the cost of doing so is disproportionate to the exposure.

 

Foreign exchange risks also arise when individual group entities enter into transactions denominated in a currency other than their functional currency; the group has several customers and a regular supplier who are invoiced in currency other than sterling. These transactions are not hedged because the cost of doing so is disproportionate to the risk.

 

As of 30 June 2019 and 31 December 2017 the group's exposure to foreign exchange risk was not material.

 

Liquidity risk

Liquidity risk arises from the group's management of working capital. It is the risk that the group will encounter difficulty in meeting its financial obligations as they fall due.

 

It is the group's aim to settle balances as they become due.

 

The Board will continue to monitor long term cash projections in light of its development plan and will consider raising funds as required to fund long term development projects. Development expenditure can be curtailed as necessary to preserve liquidity.

 

The following table sets out the contractual maturities (representing undiscounted contractual cash-flows) of financial liabilities:

Group:

 

 

 

2019

 

Up to

3 months

 £

Between

 3 and 12

 months

 £

Between

1 and 2

 years

£

Between

2 and 5 years

 £

Over 5 years

£

Trade and other payables

1,463,818

169,988

-

-

-

Finance leases

32,127

36,151

11,141

-

-

Total

1,495,945

206,139

11,141

-

-

 

 

 

 

2017

 

Up to

3 months

 £

Between

 3 and 12

 months

 £

Between

1 and 2

 years

£

Between

2 and 5 years

 £

Over 5 years

£

Trade and other payables

869,023

-

-

-

-

Bank loans and overdrafts

514,890

53,137

70,749

-

-

Finance leases

35,237

88,167

115,359

37,223

-

Directors' and other loans

114,037

10,963

-

-

-

Convertible loans

-

54,000

-

-

-

Total

1,533,187

206,267

186,108

37,223

-

 

More details in regard to the line items are included in the respective notes:

 

·      Trade and other payables - note 16

·      Loan and borrowings - note 17

 

Capital risk management

The group monitors capital which comprises all components of equity (i.e. share capital, share premium and accumulated deficit).

 

The group's objectives when maintaining capital are:

 

·      To safeguard the entity's ability to continue as a going concern and continue to provide returns for shareholders and benefits for other stakeholders

·      To provide an adequate return to shareholders by pricing products and services commensurably with the level of risk.

 

At present the directors do not intend to pay dividends but will reconsider the position in future periods, as the group becomes profitable.

 

19.       Share Capital

 

30 June 2019

31 December 2017

 

Number

£

Number

£

Authorised, allotted and fully paid - classified as equity

 

 

 

 

Ordinary shares of £0.0025 each

1,399,302,698

3,498,257

64,821,010

162,053

Total

1,399,302,698

3,498,257

64,821,010

162,053

The following shares issues took place during the period:

·      28 June 2018 - 68,698,355 shares issued at a premium of 2.75p per shares

·      26 October 2018 - 2,500,000 shares issued in respect of a conversion of a convertible band, at a premium of 0.15p per share

·      26 October 2018 - 3,333,333 shares issued in respect of a conversion of a convertible band, at a premium of 0.5p per share

·      6 November 2018 - 2,000,000 shares issued in respect of a conversion of a convertible band, at par

·      12 November 2018 - 10,000,000 shares issued in respect of a conversion of a convertible band, at par

·      11 March 2019 - 60,000,000 shares issued in respect of a conversion of a convertible band, at par

·      12 March 2019 - 80,000,000 shares issued in respect of a conversion of a convertible band, at par

·      18 March 2019 - 115,000,000 shares issued in respect of a conversion of a convertible band, at par

·      21 March 2019 - 150,000,000 shares issued in respect of a conversion of a convertible band, at par

·      21 March 2019 - 19,200,000 shares issued in respect of settlement of outstanding fees with a supplier, at par

·      21 March 2019 - 210,000,000 shares issued, at par

·      2 April 2019 - 5,000,000 shares issued in respect of settlement of outstanding fees with a supplier, at par

·      29 April 2019 - 200,000,000 shares issued, at par

·      21 May 2019 - 100,000,000 shares issued in respect of a conversion of a convertible band, at par

·      31 May 2019 - 108,750,000 shares issued in respect of a conversion of a convertible band, at par

·      19 June 2019 - 200,000,000 shares issues, at par

In accordance with the Companies Act 2006, the company has no limit on its authorised share capital.

Pursuant to a resolution passed on 16 June 2016, the Company resolved that:

·      The directors be generally authorised in accordance with the Articles to exercise all powers of the company to allot Ordinary shares, or grant rights to subscribe for, or convert any security into Ordinary shares, up to a maximum aggregate nominal value of £500,000, provided always that such authority conferred on the directors shall (unless previously renewed, varied or revoked prior to that time) expire at the conclusion of the company's next annual general meeting or on the date falling 18 months after the date of the passing of the resolution, whichever is the sooner. The company may make an offer or agreement which would or might require Ordinary shares to be allotted pursuant to the resolution referred to in paragraph 3.6.1 of the listing prospectus before the expiry of their authority to do so, but allot the Ordinary shares pursuant to any such offer or agreement after that expiry date.

 

·      All pre-emption rights in the Articles to be waived; (i) for the purposes of, or in connection with, the Placing, the issue of the Conversion shares and the issue of the Warrant shares; (ii) generally for such purposes as the directors may think fit (including the allotment of equity securities for cash) up to a maximum aggregate amount of £40,543.54; and (iii) for the purposes of the issue of securities offered (by way of a rights issue, open offer or otherwise) to existing holders of Ordinary share, but subject to the directors having a right to make such exclusions or other arrangements in connection with the offering as they deem necessary or expedient; (A) to deal with the equity securities representing fractional entitlements; and (B) to deal with legal or practical problems in the laws of any territory, or the requirements of any regulatory body; on the basis that the authorities conferred under the resolution referred to in paragraph 3.6.2 of the listing prospectus shall (unless previously renewed, varied or revoked prior to that time) expire at the conclusion of the company's next annual general meeting or on the date falling 18 months after the date of the passing of the resolution, whichever is the sooner. The company may make an offer or agreement which would or might require equity securities to be issued before the expiry of its power to do so, but allot the equity securities pursuant to any such offer or agreement after that expiry date.

The holders of Ordinary shares have full voting dividend and capital distribution rights.

They do not confer any rights of redemption.

On or following the occurrence of a change of control the receipts from the acquirer shall be applied to the holders of the Ordinary shares pro rata to their respective holdings.

Ordinary shares are recorded as equity.

 

20.       Reserves

 

The following describes the nature and purpose of each reserve within equity:

 

Reserve

Description and purpose

Share premium

Amount subscribed for share capital in excess of nominal value

Merger reserve

Amounts arising on acquisition of non-controlling interest and share for share exchange

Translation reserve

Reserve related to translation of foreign currency assets and liabilities

Share-based payment reserve

Reserve related to share options

Retained deficit

All other net gains and losses and transactions with owners (e.g. dividends) not recognised elsewhere

 

21.       Retirement Benefits

 

The group operates a defined contribution pension scheme for the benefit of its employees. The assets of the scheme are to be administered by trustees in funds independent from those of the group. The pension costs charges for each period are 10% for directors and 5% for staff and included in staff costs.

 

22.       Share-Based Payment

 

The group has issued options over ordinary shares under the Widecells Group Limited 2015 approved Enterprise Incentive scheme. Exercise of an option is subject to continued employment.

 

The options that existed at the period end are as follows:

 

 

2019 Weighted average exercise price

£

 

 

 

2019 Number

2017 Weighted average exercise price

£

 

 

 

2017 Number

Outstanding at beginning of accounting period

0.0490

3,610,870

0.0025

2,200,000

Options granted in WideCells Group plc

-

-

0.1215

1,410,870

Options cancelled in period

0.0490

(3,610,870)

 

 

Outstanding at period end

-

-

0.0490

3,610,870

 

 

 

 

 

The directors' interests in the share options are as follows:

 

 

Outstanding at 1 January 2018

(Number)

Granted in period (Number)

Cancelled in period (Number)

Outstanding at 30 June 2019

(Number)

Peter Hollands

1,600,000

-

(1,600,000)

-

David Bridgland

1,200,000

-

(1,200,000)

-

Marilyn Orcharton

270,290

-

(270,290)

-

Alan Greenberg

540,580

-

(540,580)

-

 

3,610,870

-

(3,610,870)

-

 

23.       Leases

 

Finance Leases

The group is leasing the more expensive pieces of laboratory equipment for the stem cell processing and storage facility in Manchester. These finance leases are over 3 years and the future payments are as follows:

 

Group:

 

 

 

2019

Minimum lease payments

£

 

 

Interest

£

 

Present value

£

Not later than one year

70,978

2,700

68,278

Between one year and five years

11,773

632

11,141

Later than five years

-

-

-

 

82,751

3,332

79,419

Current liabilities

 

 

68,278

Non-current liabilities

 

 

11,141

 

 

 

 

2017

Minimum lease payments

£

 

 

Interest

£

 

Present value

£

Not later than one year

123,404

10,083

113,321

Between one year and five years

152,582

11,698

140,884

Later than five years

-

-

-

 

275,986

21,781

254,205

Current liabilities

 

 

113,321

Non-current liabilities

 

 

140,884

 

 

Company:

 

 

 

2019

Minimum lease payments

£

 

 

Interest

£

 

Present value

£

Not later than one year

70,978

2,700

68,278

Between one year and five years

11,773

632

11,141

Later than five years

-

-

-

 

82,751

3,332

79,419

Current liabilities

 

 

68,278

Non-current liabilities

 

 

11,141

 

 

 

 

 

 

 

 

2017

Minimum lease payments

£

 

 

Interest

£

 

Present value

£

Not later than one year

123,404

10,083

113,321

Between one year and five years

152,582

11,698

140,884

Later than five years

-

-

-

 

275,986

21,781

254,205

Current liabilities

 

 

113,321

Non-current liabilities

 

 

140,884

 

 

Operating Leases

The group had commitments under non-cancellable operating leases as set out below:

 

 

2019

Property

£

2019

Equipment

£

2017

Property

£

2017

Equipment

£

Not later than one year

-

-

82,882

587

Between one year and five years

-

-

41,261

587

Later than five years

-

-

-

-

 

-

-

124,143

1,174

 

24.       Capital Commitments

 

The group had no capital commitments at 30 June 2019 or 31 December 2017.

 

25.       Related party Transactions

 

At 1 January 2018, the former directors of the company had loaned £100,000 to the company. During the period, the company was loaned a further £330,325 by the former directors and £158,832 was repaid to the former directors. The company also loaned £34,658 to the former directors. Upon resignation of directorships, the former directors confirmed that they had no outstanding claims against the Group and therefore the balances owed to them at the date of their resignation have been written off to the income statement in the 2019 financial period.

 

The company received £2,166 interest on loans that it provided to the former directors in the period. The company also paid £2,150 of interest to former directors.

 

Vivian Andrade, Joao Andrade's wife, received £1,987 (2017 - £2,655) of professional fees for providing the services of Quality Manager to WideCells Portugal SA. £nil (2017 - £nil) was due to Vivian Andrade at the period end.

 

Luis Andrade, Joao Andrade's brother, received £6,001 (2017 - £6,049) of professional fees for providing the services of Group IT Manager to Iconic Labs plc. £nil (2017 - £nil) was due to Luis Andrade at the period end.

 

There are no other related party transactions.

 

26.       Contingent Liabilities

 

The group had no contingent liabilities at 30 June 2019 or 31 December 2017.

 

27.       Post Balance Sheet Events

 

On 4 September 2019, Widecells Limited appointed liquidators in order for the company to be voluntarily wound up.

 

On 5 September 2019, the Group acquired 24% of the issued share capital of Student Media Ventures Limited.

 

On 9 September 2019, the Group acquired 100% of the issued share capital of Nuuco Media Limited.

 

On 10 September 2019, the Group acquired 24% of the issued share capital of Medium Channel Media Limited

 

                                                             

28.       Ultimate Controlling Party

 

The directors do not consider that there is an ultimate controlling party of the group.

 

 

**ENDS**

 

For further information, please visit the Company's website www.iconiclabs.co.uk, email IR@iconiclabs.co.uk or contact:

 

John Quinlan

Iconic Labs Plc

c/o SBP Tel: +44 (0) 20 7236 1177

Damon Heath

Shard Capital Partners LLP

Tel: +44 (0) 20 7186 9950

Erik Woolgar

Shard Capital Partners LLP

Tel: +44 (0) 20 7186 9950

Hugo de Salis

St Brides Partners Limited

Tel: +44 (0) 20 7236 1177

 

 

 

 


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