Science in Sport plc
Annual report and financial statements
For the year ended 31 December 2020
Company number 08535116
CONTENTS
STRATEGIC REPORT
Highlights
Strategic model
Chairman’s report
CEO report
Financial review
Principle risks & uncertainties
Environmental, social & governance report
GOVERNANCE
Directors’ report
Corporate governance report
Audit committee report
Remuneration committee report
FINANCIAL STATEMENTS
Independent auditor’s report
Consolidated statement of comprehensive income
Consolidated statement of financial position
Consolidated statement of cash flows
Consolidated statement of changes in equity
Notes to the consolidated financial statements
Parent company statement of financial position
Parent company statement of cash flows
Parent company statement of changes in equity
Notes to the parent company financial statements
Company information
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STRATEGIC REPORT
HIGHLIGHTS
During a challenging year, the Group performed well, delivering an underlying EBITDA1 profit of £1.1m (2019:
loss of £0.2m) as we strengthened the critical building blocks of long-term profitable growth.
Revenue of £50.4m was in line with the prior year (2019: £50.6m), as Online grew 39% year on year and
increased to 50% of total Group sales.
Gross margin improved to 49% (2019: 44%) due to Supply Chain efficiencies, together with sales channel shift
to our Digital platform and improved pricing. 50% gross margin was achieved for the second half, reflecting
further benefits flowing through.
Key SiS growth markets of Australia, Football, Italy and the USA contributed 28% of total SiS revenue at
£7.2m. The USA made good progress with 33% revenue growth to £3.5m and significantly reduced cash burn.
UK Retail was adversely affected by COVID-19 delivering revenues of £16.1m (2019: £21.8m). The £9.3m of
International Retail revenue was 14% behind last year (2019: £10.8m). We saw a good recovery in several
markets and a resilient rate of sale in key UK product lines in Q4.
While we held some Innovation back given the pandemic, sales from new products still contributed well at
£2.2m, some 4% of total Group revenues. The 2021 new product pipeline is extremely strong.
The balance sheet remained strong, with £10.5m of cash (2019: £5.4m) and an £8m unused flexible credit
facility. We raised £4.2m net in April 2020 to strengthen the balance sheet, given the COVID-19 pandemic.
Announced a new 160,000 sq. ft. Supply Chain site, together with a new gel processing and packing line. The
site will open in Q1 2022 and will support growth to around £150m in revenue.
CURRENT TRADING AND OUTLOOK
Trading for January and February is in line with the same period in 2020, despite the current COVID-19
lockdown in the UK and other key markets. We have continued to make gross margin improvements, and this
will underpin EBITDA progress.
Our Online business continues to perform very well with strong growth of 65% versus the same period in 2020,
representing 54% of group sales and offsetting the adverse effect of COVID-19 on UK Retail. We continue to
see good recovery in our International Retail business.
Trading in March is in line with plan, and we are well placed for growth as lockdown lifts in our key markets.
“Delivering a robust underlying EBITDA profit was a key goal for 2020, and this was achieved through a focus
on developing our fundamental building blocks of long-term profitable growth. We realised all expected
synergies from the PhD acquisition and saw strong performance across the whole supply chain. Together with
our strategic shift to online, this underpinned a step change in gross margin.
The very strong momentum in our online business continues into 2021 with growth in all markets. We see
recovery in international retail, and the US business is well ahead of last year. Revenue is on track for the first
half, despite continued lockdown restrictions in many key markets. We are well-positioned to accelerate as
restrictions are lifted.
Our long-term and proven profitable growth strategy remains unchanged. We have demonstrated the
business's resilience in 2020 and are continuing to invest for growth in the key strategic areas of online and
technology. This year will see us roll out our premium brands to several key European and Asian markets.
1
STRATEGIC REPORT
HIGHLIGHTS (continued)
Whilst it is too early to reinstate market guidance, given the current COVID-19 lockdown, we are well funded
and remain very optimistic about the long-term growth prospects for the Group”.
STEPHEN MOON
Chief Executive Officer
16 March 2021
1 excludes depreciation, amortisation, non-cash share-based payments, costs relating to the acquisition and integration of PhD Nutrition
and foreign exchange variances on intercompany balances (see Note 1.9)
2
STRATEGIC REPORT
STRATEGIC MODEL
Science in Sport plc is a leading sports nutrition business that develops, manufactures and markets innovative
nutrition products for professional athletes, sports and fitness enthusiasts and the gym lifestyle community.
The Company has two highly regarded brands: PhD Nutrition, a premium protein brand targeting gym lifestyle
and sports enthusiasts, and SiS, a leading brand among elite athletes and professional sports teams.
The two brands are sold internationally through multiple retail channels, both traditional and online, including
major supermarkets and high street chains, specialist sports retailers and e-commerce sites including Amazon
and the brands' own websites. They enable the Company to address the full breadth of the performance
nutrition market currently estimated at approximately £11 billion worldwide.
Customer segments
PhD and SiS have highly complementary products ranges, operations and sales channels, and unrivalled
expertise in differing categories and geographies. Combined, these leading brands create significant
synergies, and the opportunity to leverage each other’s existing markets, and together further penetrate
existing markets and conquer new markets. Our brands offer consumers an extended range of unbeatable
products, helping to drive forward our ambition to be the world’s #1 premium performance nutrition business.
Brands
SiS Science in Sport is a premium endurance sports nutrition brand. But above all else, it represents constant
progression. A desire to continually improve, push boundaries, translate science to performance.
Premium endurance sport nutrition brand for professional athletes and sports enthusiasts;
Unrivalled reputation of scientific innovation and banned substance control;
Established presence internationally including strategic markets of the UK, USA, Italy, Australia, Russia
and China;
Strong online growth through own digital platforms; and
Growing international online marketplace partnerships including Amazon and TMall.
PhD is a premium performance nutrition brand with a wide range of protein products and formats. Delivering
performance nutrition that inspires and enables you to achieve your goals.
Premium protein brand for gym lifestyle;
Exceptional reputation for innovation and portfolio extension through sub brands;
Established internationally with strong retail network;
Strong UK retail presence through key retail partners;
Own fast-growing PhD.com websites; and
Growing international online marketplace partnerships including Amazon and TMall.
3
STRATEGIC REPORT
STRATEGIC MODEL (continued)
Sales channels
The group operates four primary sales channels:
Digital – own online platforms;
Marketplace – third party partnerships such as Amazon and Tmall;
UK Retail – major grocers, high street, convenience and discounters; and
International Retail – wholesalers, retailers and distributors outside the UK
Products for enhanced performance
SiS:
The SIS energy gel is the world’s first isotonic energy gel, delivering energy fast, clinically proven to be
absorbed more quickly in the gut, and with no need for added water. Using fully patented technology and
manufactured in-house, the gels are our most profitable product. The gel range makes up 42% of SiS revenue
(2019: 42%).
The range of SiS products includes:
Energy – Bars, shots, gels and powders to give athletes energy;
Hydration – Gels, tablets and powders to keep athletes energised and hydrated;
Recovery – Powder range to aid athletes’ recovery post-exercise;
Rebuild – Powders, gels and bars to build and maintain lean muscle mass; and
Athlete health – Vitamins and supplements range designed to support and maintain immune function,
digestive health and bone health amongst athletes.
PhD:
The PhD Smart Range is made up of great tasting high protein, low sugar foods, bars and snacks. This includes
the Smart Bar, an on-the-go protein hit, the multi-use Smart Protein suitable for cooking with, a ready-to-drink
Smart Protein shake, and an oven-baked high protein flapjack, Smartjack.
The range of PhD products includes:
Fat loss High protein products like Diet Whey with additional ingredients such as CLA, green tea and L
Carnitine;
Muscle Protein quality is vital to ensure muscle isn’t lost during exercise; PhD performance nutrition has
a superior range with delicious flavours;
Strength & performance Ingredients such as creatine, BCAAs, glutamine, caffeine, electrolytes, protein
variants and vitamins and minerals, amongst many others are targeted towards naturally and safely
enhancing your performance;
Energy Explosive energy or endurance. You decide your goals and PhD have the products to make the
difference;
Recovery Protein, branch chain amino acids and various other active performance ingredients play a
vital role in optimising recovery after exercise and throughout the day so you can go harder, faster and
better the next day;
Food & drink PhD have a market leading range of protein and performance bars, ready-to-drink formulas
and brand-new single serve squeezy smoothies, all developed with the serious athlete in mind, but equally
ideal for the beginner;
Natural Plant proteins, superfoods, greens, wholefoods, naturally sourced polyphenols, nitrates and
vitamins and minerals all play a huge part in optimising performance, which is why PhD have dedicated
an entire range to them; and
Accessories From hoodies to shakers, making life that bit easier.
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STRATEGIC REPORT
STRATEGIC MODEL (continued)
Our proven strategic model drives long-term value
We invest in our proven strategic model to drive growth across both our PhD and SiS brands. The 5 strategic
goals are illustrated below including details of how we drive them, and the impact in 2020:
1. Performance Innovation
Strong science and innovation-led product development;
Research laboratory and partnership with Liverpool John Moores University, a world recognised
sports research centre of excellence;
Performance solutions support to England Women’s Football Teams, INEOS Grenadiers Cycling
and Team INEOS UK, Britain’s entry in the 36th America’s Cup yacht race; and
£2.2m revenue in 2020 from new product innovation.
2. Premium Brand
Market leading brand equity measures underpinning consistent, multi-year improvement in brand
awareness, consideration and usage;
SiS is the official sports nutrition supplier to many professional teams and organisations including
INEOS Grenadiers Cycling Team, Team INEOS UK (America's Cup Team) and Manchester United
Football Club;
PhD brand ambassadors include leading fitness influencers Ross Edgley and Obi Vincent. The PhD
brand is an official partner to the Tough Mudder Challenge and Race Series;
SiS supplies more than 100 professional football clubs in the UK, Europe and USA, and is
Performance Research Partner to the English Football Association; and
Marketing investment over 16% of sales, and up 3% year on year to £8.1m in 2020.
3. World Class Customer Experience
Extended delivery reach and cut-off times plus enhanced customer service capability
New E-Commerce fulfilment facility with increased operational efficiency
New US logistics provider with improved delivery solutions options
‘Excellent’ Trustpilot Scores for both PhD and SiS brands
4. Global Online Scale
PhD.com platform is a strategic priority given global scale of protein product sector.
Global Marketplace growth across Amazon, TMall and eBay platforms.
Significant investment in people capability across digital marketing, trading and platform
development
New own websites roll-out to develop new territories for both brands
Online revenue, a key strategic focus for the Group, grew strongly up 39% in 2020 to £25million, half
of total sales.
5. Efficient supply chain
Patented gel manufacturing technology with world’s only isotonic energy gel
World class approach to banned substance testing with both Informed-Sport and Informed-Choice
accreditations in place on our certified Nelson site.
Ongoing delivery of supply chain efficiencies, cost savings and shift to in-house production.
New single site supply chain facility planned in Blackburn opening Q1 2022.
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STRATEGIC REPORT
CHAIRMAN’S REPORT
In an unprecedented year for the Group, we demonstrated the resilience of the business. Despite COVID-19
related disruption, we delivered positive underlying EBITDA1 and positive free cash flow. The company
adapted at speed and maintained a focus on delivering the strategic plan during a year of significant disruption
and change.
Given the progress made, we exited 2020 with an agile and leaner business, underpinned by a robust balance
sheet. We enhanced our people and technology capabilities, ready for the next stage of our Online and
International growth ambition.
COVID-19
Our priority during the pandemic continues to be the health and safety of our employees. In the factory, we
rapidly introduced additional safety and hygiene measures, including segregating facilities, breaks between
shifts and increased cleaning routines. Operations have continued uninterrupted throughout the period.
Our office employees moved to remote working well ahead of government lockdown guidance, supported by
our technology team. Whilst uncertainty remains as to the overall duration and impact of COVID-19, we
continue to work closely with our customers, suppliers and partners to manage effectively through this period.
Overview
We are delighted to announce a robust set of results for the year ended 31 December 2020. Group revenue
was £50.4m, in line with £50.6m revenue in 2019, in spite of the considerable disruption caused by COVID-
19.
Underlying EBITDA1 was £1.1m net of one-off costs of £0.3m related to COVID-19 (2019: loss of £0.2m). This
reflected gross margin improvement from Supply Chain efficiencies and Online growth. The reported loss
before tax was £2.3m (2019: £5.1m loss).
Our cash position remains strong with a year-end balance of £10.5m, of which £4.2m net was from the April
equity raise. The business was cashflow positive, generating £0.9m of cash in the period. Our HSBC invoice
credit facility of £8.0m remains unused.
We demonstrated our business's resilience during a year of disruption and made good progress in delivering
our strategic objectives.
Our proven growth strategy remains unchanged, focusing on science-led product innovation, building brand
equity, driving global Online scale supported with world-class customer service, through an efficient Supply
Chain.
Our People
During this challenging year, the continued high performance of the Group is due to the resilience, energy, and
focus of all the people who work for our PhD and SiS brands. Their leadership and ability to navigate change
have ensured we have come through this stronger together as a business.
I would especially like to extend my gratitude to the team at our Nelson manufacturing and fulfilment facility,
which continued to produce, pack and ship product to our customers during this challenging time without
disruption.
We continued to strengthen the executive and senior leadership teams during this period with a new Chief
Technology Officer, Asia Online Director and Head of Customer Experience to drive the next stage of our
Online, International growth.
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STRATEGIC REPORT
CHAIRMAN’S REPORT (continued)
Development of the Board
It is the Board's duty to ensure the Group is managed for the long‐term benefit of all shareholders, with effective
and efficient decision‐making. Corporate governance is an essential part of that role, reducing risk and adding
value to our business.
During the period, the Company has appointed Roger Mather to the Board and nominated him as Chair of the
Audit Committee. Tim Wright, an existing Board member, has been nominated as Chair of the Remuneration
Committee.
John Clarke
Non-Executive Chairman
16 March 2021
1 excludes depreciation, amortisation, non-cash share-based payments, costs relating to the acquisition and integration of PhD Nutrition
and foreign exchange variances on intercompany balances (see Note 1.9)
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STRATEGIC REPORT
CEO REPORT
Strategic intent
We see a significant opportunity ahead with the global sports nutrition category growing consistently and
forecast to be worth £13 billion by 2023. The COVID-19 pandemic has driven an increased focus on wellbeing
and nutrition. Customers are exercising more and shopping online more frequently. Ethical consumption and
plant-based diets are of growing importance in the sector.
We remain well-positioned to benefit from these trends, and the key drivers of our proven growth strategy
remain unchanged.
Performance Innovation: a robust new product pipeline based on science-led technology
Premium Brand: investment in brand awareness, driving conversion and usage with the highly engaged
consumers in the category
World-Class Customer Experience: supporting our customers in all channels and markets whilst creating
brand loyalty
Global Online Scale: growth led by our Digital platform and underpinned by Marketplace, based on an
agile technology platform that delivers deep consumer insight
Efficient Supply Chain: simpler, more cost-effective, scalable and increasingly in-house, with a new
single site planned
Supporting these strategic pillars is investment in technology and people, underpinned by a strong balance
sheet.
Online
Online channels performed strongly during the year, with total Online sales growing 39% year on year. Online
sales mix reached 50% of total revenue through our Digital platform and Marketplace channels.
We see the switch to Online continuing and in line with our strategy. Key growth drivers are a strengthened
Online team, diverting over 60% of marketing investment to Online in 2021, launching a new scalable website
platform to drive International roll-out, and acquiring a new leading-edge customer data platform.
We continue to expand the reach of our Marketplace offering, opening new stores for both brands on Amazon
across Germany, Spain and the Netherlands.
In the last quarter, we saw strong momentum and launched new PhD websites in Germany, Italy and Europe.
The rate of launch of new websites for both brands will accelerate further in 2021, with our new commercial
and technology teams in place to drive this.
UK Retail
UK Retail was adversely affected by the extended UK lockdown restrictions, delivering £16.1m of revenue,
versus £21.8m in 2019. We will continue developing and growing the channel in the future, which we see as a
critical brand awareness and product trial driver, with a positive cash contribution.
We see opportunities in targeted growth areas: retailers with a developed online presence, such as Holland &
Barrett; the Convenience sector, where we recently secured listings with the UK’s largest independent
forecourt operator; and the growing Discounter segment.
International
In line with our strategy, we streamlined the International retail business, focussing on selected key accounts
in scale markets to drive profitable growth. As a result, we exited over 60 sub-scale accounts in late 2020.
International retail sales were £9.3m, 14% less than the prior year, as COVID-19 restrictions impacted
consumer behaviour in many of our markets.
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STRATEGIC REPORT
CEO REPORT (continued)
Product Innovation
Revenue from new products was £2.2m for the period, although we decided to delay some launches into 2021
to maximise their impact. We continued to invest in new product development during the economic downturn.
2020 key product launches included PhD Smart Plant bars and protein powder and PhD high protein, low
sugar Smart Cake. July saw the launch of SiS Turbo+, the world's first endurance nutrition range designed for
indoor training. PhD relaunched the best-selling Diet Whey range at the end of the year in an industry-first
recyclable pouch.
2021 sees PhD Diet Whey Clear, Keto and Diet Plant and SiS Whey 20 launching in Q1, with a very strong
pipeline of new products in the balance of the year.
Supply Chain
The new protein powder filling line, part of the PhD integration, delivered cost savings and production
efficiencies ahead of plan in 2020, increasing in-house production and Supply Chain control.
We streamlined our Supply Chain by removing over half of our product line count during the year, removing
significant complexity and cost, and focussing inventory on our best-selling lines.
A strong focus on improved buying, cost-saving initiatives, production efficiencies and increased in-house
production drove an improved gross margin of 49% (2019: 44%) supported by favourable channel and product
mix benefits. These improvements are considered structural and sustainable, and indeed we saw further
progress in the second half of the year.
We have committed to a new leased Supply Chain facility, which we will take possession of in December 2021.
We expect it to be fully operational in Q1 2022. The 160,000 square foot facility will consolidate the Group’s
operations into one site and give us the headroom to grow to more than £150m in revenue. We are to install a
new 8-lane gel manufacturing plant in the facility to meet the continued strong growth in this highly profitable
product line.
Of the £4.3m total new factory and gel machine cost, £2.1m will be funded from cash reserves, together with
£2.2m of equipment leasing finance. The project is expected to contribute to EBITDA in FY22 and deliver cash
payback in FY23 through increased operating efficiencies.
Outlook
As our strong performance in 2020 demonstrates, this year was an inflexion point for the business, as we
shifted to profitable growth and cash generation. We emerged from the year a more resilient and agile
company, having made good progress delivering our strategic objectives and are well-positioned to return to
strong growth once the COVID-19 restrictions ease.
We have confidence in our proven strategic growth model and remain committed to our vision of becoming the
world’s number one premium performance nutrition business.
Stephen Moon
Chief Executive Officer
16 March 2021
1 excludes depreciation, amortisation, non-cash share-based payments, costs relating to the acquisition and integration of PhD Nutrition
and foreign exchange variances on intercompany balances (see Note 1.9)
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STRATEGIC REPORT
FINANCIAL REVIEW
Revenue
The Group delivered £50.4m revenue in the year ended 31 December 2020, in line with the prior year (2019:
£50.6m).
Online channels grew 39% year on year and now represent 50% of Group sales, as customers shifted online,
offsetting the decline in UK Retail & International channels due to the impact of extended lockdown restrictions
on customers in many of the key markets where we trade.
Gross margin
The Group generated a gross profit of £24.6m (2019: £22.2m) with a gross margin of 49% compared with 44%
in 2019. Gross margin improved due to increased Supply Chain efficiencies from in-house production,
purchasing savings and input prices, online mix and margin growth and non-recurring prior-year impacts.
Underlying EBITDA
2020 Underlying EBITDA1 was £1.1m (2019: loss of £0.2m) driven by improved gross margin and reduced
overheads. Loss from operations was £2.2m (2019: loss of £5.0m)
We made good progress in removing non-strategic overhead cost across the business. Total overhead is down
on the prior year despite increased investment in growth overhead in key strategic areas such as NPD and e-
commerce employees.
The Group has chosen to report underlying EBITDA as the Board believes that EBITDA before items such as
depreciation, amortisation, non‐cash share-based payments and 2019 PhD integration related expenses
provides additional useful information for Shareholders to assess profit performance. This measure is used for
internal performance analysis. A reconciliation of underlying EBITDA to profit from operations is presented in
note 1.
Working capital
As at 31 December 2020, the Group held inventory of £7.0m (31 December 2019: £6.1m). Inventory levels
increased as we managed supply chain disruption risk due to the uncertainty around the Brexit trade
negotiations at year-end, increasing stock levels to provide resilience into the new year. Trade and other
receivables were down £1.1m at £9.8m (31 December 2019: £10.9m).
Cash position
We exited the year with a £10.5m cash balance as at 31 December 2020 (31 December 2019: £5.4m). In April,
we undertook a proactive capital raise of £4.2m net to provide additional liquidity during the COVID disruption
and to enable us to continue investing in our growth strategy. The business also generated £0.9m from a
significant increase in underlying EBITDA and improved working capital discipline. In addition, we secured an
£8.0m flexible invoice credit facility with HSBC, our principal bankers, which remains unused.
Share-based payments
The Company operates both a Short-Term Incentive Programme ("STIP") and a Long-Term Incentive
Programme ("LTIP"). Together, the Share Option Plan ("SOP") was approved by the Remuneration Committee
in June 2014 in line with the proposal contained in the Company's AIM Admission document published in
August 2013. A LTIP scheme for financial years 2019‐2021 is in place. Options were granted for the 2019
financial year based on the achievement of 2019 performance targets.
No award was made under the LTIP or STIP schemes for 2020 performance.
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STRATEGIC REPORT
FINANCIAL REVIEW (continued)
Taxation
The tax benefit recognised for the year is £0.5m (2019: £0.6m tax expense). The Group has accumulative tax
losses of £15.5m (2019: £14.1m), which the Group will look to use to cover future profits.
Losses and dividends
The loss attributable to equity holders of the parent for the year was £1.7m (2019: £5.6m), and the basic and
diluted loss per share was 1.3p (2019: 4.6p loss). The payment of a dividend has not been recommended.
Going concern
The Group made a loss after tax for the year attributable to owners of the parent of £1.7m (2019: loss of
£5.6m). The net increase in cash and cash equivalents in the year ended 31 December 2020 was £5.1m (2019:
£2.6m decrease). As at 31 December 2020, the Group had cash balances of £10.5m (31 December 2019:
£5.4m).
As the extended UK and international lockdown restrictions impacted consumer demand and revenue growth,
management took pro-active and decisive steps to improve profitability and generate operating cash flow.
Sensitivity analysis and scenario planning different revenue outcomes stress-tested potential impacts on the
cash position of the business, ensuring that sufficient liquidity was in place. The Directors have prepared
projected cash flow information for the period ending 31 December 2022.
Accordingly, the Directors have a reasonable expectation that the Company will have sufficient cash to meet
all liabilities as they fall due for a period of at least 12 months from the date of approval of these financial
statements.
James Simpson
Chief Financial Officer
16 March 2021
1 excludes depreciation, amortisation, non-cash share-based payments, costs relating to the acquisition and integration of PhD Nutrition
and foreign exchange variances on intercompany balances (see Note 1.9)
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STRATEGIC REPORT
PRINCIPAL RISKS AND UNCERTAINTIES
In the course of its normal business, the Group is exposed to a range of risks and uncertainties, which could
impact on the future results of the Group. The Board considers that risk management is an integral part of
good business process and, on a quarterly basis, reviews the industry, operational and financial risks facing
the Group and considers the adequacy of the controls and mitigations to manage these risks.
Internal Controls
The Group has an established framework of internal controls, the effectiveness of which is reviewed regularly
by the Executive team, the Audit Committee and the Board as part of an ongoing assessment of significant
risks facing the Group.
The Group’s key risks (financial, operational and reputational) are recorded on a Business Risk Register and
those risks together with their controls, mitigating and corrective actions are reviewed regularly by the Board.
Risk is a standing agenda item for the Board and senior managers are required to review, identify and report
on risks on an ongoing basis and review all key risks on a quarterly basis.
The key features of the Group’s system of internal control are as follows:
An ongoing process of risk assessment to identify, evaluate and manage business risks and opportunities;
Comprehensive procedures for budgeting and planning and for monitoring and reporting to the Board
business performance against plans;
A consistent system of prior appraisal for investments overseen by the Chief Financial Officer and Chief
Executive Officer;
An organisational structure with defined levels of responsibility, which promotes entrepreneurial decision-
making and rapid implementation while minimising risk; and
Central control over key areas such as capital expenditure, authorisation and banking facilities.
The Group continues to review its system of internal control to ensure compliance with best practice, while
also having regard to its size and the resources available. Due to the size of the business there is no internal
audit function. As part of the Group’s review a number of non-financial controls covering areas such as
regulatory compliance, business integrity, health and safety, risk management and business continuity have
been assessed.
Our culture is built on Entrepreneurship, Trust, Honesty, Ownership and Employee Wellbeing which underpins
the effective operating of the control framework which addresses the principal risks and uncertainties.
The Directors have identified the following principal risks and uncertainties that could have the most significant
impact on the Group’s long-term value generation.
RISK
or
chain
contamination,
1 FOOD QUALITY & SAFETY
malicious
Accidental
or
ingredient
supply
contamination
caused by human error or
equipment
to
manufacturing or design faults
could compromise the safety and
quality of SIS and PhD products.
fault or due
RISK
RATING
2020
2019
POTENTIAL IMPACT
MITIGATION CONTROLS
The consequences could be
severe and may include adverse
effects on consumer health, loss
of market share, financial costs
and loss of revenue to SIS. A
product recall may be required as
a result, a subsequent product
re-launch may not successfully
return the relevant brand to its
previous market position.
is
The Group’s stringent approach to food
quality and safety is controlled via quality
assurance procedures which are based on a
risk management approach. Internal systems
are reviewed continuously and potential for
improvement
The
manufacturing facility at Nelson is subject to
regular food safety and quality control audits.
At the beginning of 2018 we enhanced our
banned substance testing regime to ensure
we remain best in class.
liability
The Group maintains product
insurance cover to mitigate the potential
impact of such an event.
monitored.
2020
2019
2 COMMODITY PRICING RISK
Movement in the commodity
prices of raw materials and, in
the case of imported raw
materials and other goods, the
value of Sterling against other
currencies may have a
Failure to manage the Group’s
exposure to price increase may
adversely affect the Group’s
financial performance, through
increasing production costs
which cannot be mitigated
through price increases.
The risk is mitigated by securing supplies in
advance based on estimated volumes, thus
ensuring greater price certainty. In 2020 we
moved our largest supplier of finished goods
from Euros to GBP invoicing. At the end of
2020 we increased our stock holding of key
raw materials to cover any potential pricing
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STRATEGIC REPORT
RISK
corresponding impact on
finished product cost.
RISK
RATING
3 BREXIT IMPACT
import of
raw
Risk
the
to
materials and
the export of
finished goods following UK exit
from EU on 31st January 2020
2020
2019
2020
2019
&
CUSTOMERS
4
CONSUMERS
The Group operates
in a
competitive market sector and its
ability
to compete effectively
requires an ongoing commitment
to
product
development, innovation, product
quality and ability to offer value
for money as well as first-class
customer service.
marketing,
5 TRADEMARKS AND IP
The Group’s success will depend
in part on its ability to obtain and
protect its trademarks both in the
UK and internationally.
2020
2019
6 FACTORY DISRUPTION
The landlord is proposing to carry
out remedial underpinning
to
rectify subsidence, which will
cause a two-week break in gel
production and require sectioning
of
is
the
completed.
7 LIQUIDITY
Ensuring the Group has sufficient
cash reserves to
facility whilst work
2020
2019
2020
2019
8 COVID-19
COVID-19 coronavirus presents
a significant global challenge
2020
2019
Key:
Low
Medium
High
POTENTIAL IMPACT
MITIGATION CONTROLS
Delays at port may
reduce
availability of raw materials and
disrupt production, and delay
deliveries to the end consumer
therefore impacting revenue and
customer service. Tariffs may
need to be absorbed therefore
impacting profitability.
retailer
Although no single
accounts for more than 9% of
Group revenue, the dominance
of the large retail multiples and
third-party e-commerce retailers
could force an erosion of prices
and,
profit
subsequently,
margins.
risk from Brexit transition, and going into
2021 have fixed price contracts in place for
key raw materials.
to reduce
Since 2019 a Brexit working group addressed
the major risks associated with leaving the
EU, where possible mitigating actions were
taken
the potential business
impact. The trade deal negotiated on 24th
December 2020 removed key tariffs which
were the main potential impact identified for
the business, we have now assessed the risk
as Low and continue to monitor the situation
closely. (2019 Medium).
Significant resources are devoted to forging
strong relationships with customers. The
continued move to Online also diversifies the
revenue channels, and reduces key customer
reliance, however the relative importance of a
single marketplace customer has increased
as a result. Excluding this one customer, the
relative
importance of other Top 10
customers has remained broadly constant in
2020.
The Group cannot give definitive
assurance that pending or future
trademark applications will be
granted or
trademarks
that
granted will not be challenged or
held unenforceable.
To mitigate this, the Group enters into non-
disclosure agreements with employees,
consultants and prospective commercial
partners but cannot assure
that such
agreements will provide complete safeguards
against
of
unauthorised
confidential information.
disclosure
There is a risk of overrun with
further
building works and
disruption to production, which
could result
in supply chain
delays and subsequent missed
revenue.
Following
the announcement of a new
combined factory and warehouse site at
Blackburn the risk of factory disruption due to
landlord works has now been assessed as
Low (2019: Medium)
Consequences of
insufficient
liquidity could be severe if the
group is not able to pay key
suppliers and employees on time
We have assessed the business
risk as high due to significant
uncertainties and the potential
high level of disruption to our
employees,
and
supply chain at this early stage of
the virus outbreak.
customers
Cashflow
forecasts are prepared and
reviewed by senior management, with all
payments approved in advance. The Group
adjusts investment levels as appropriate to
maintain cash balances in line with forecasts.
Following an equity raise of £4.5m gross, the
agreement of a £8m flexible invoice financing
facility with HSBC, and a positive operating
cashflow in 2020 this risk has been assessed
as Low in 2020. (2019: Medium).
Our Nelson manufacturing site and two third-
party logistics operations are isolated from
each other and shift patterns
in both
operational units are separated, with
additional cleaning processes taking place
between shifts. Our office-based teams in all
functions, including online, marketing and
customer service, have continued to work
from home without any issues. We have
and
maintained
logistics
lockdown and
operations during
continued
this
approach we continue to assess the potential
risk as high.
production
the
trade online. Despite
to
13
STRATEGIC REPORT
ENVIRONMENTAL, SOCIAL & GOVERNANCE
At Science in Sport we take great pride in both our brand and products. We are committed to ensuring the
highest standards of corporate responsibility covering environmental, social and governance are maintained.
Environmental
The Company has invested in packaging technology and plant to convert the bulk of its protein powder range
into recyclable pouch packaging, this is a first for the sports nutrition industry globally. The PhD Nutrition pouch
range moved to recyclable material, commencing with the Diet Whey range at the start of December 2020,
with a full range change completed by early 2021. In the last 12 months, PhD Nutrition has filled 700,000
pouches which have ultimately gone to landfill. PhD will be the first sports nutrition brand in the world with
packaging which can be recycled in green bins across a large proportion of local authorities or with carrier
bags at local supermarkets. This approach will be rolled out to the Science in Sport brand later in 2021, and
we expect to fill one million recyclable pouches in 2021. The new pouch is the first step in the Company's
strategy to minimise waste and the negative impact on the environment.
In February 2021 we launched a partnership to give customers the opportunity to recycle gel, bar and sachet
wrappers. Customers add a postage paid recycling bag to their basket at no extra cost which can be returned
with up to 30 wrappers avoiding landfill waste.
Heads of terms have been signed on a new combined supply chain site comprising factory, warehouse and
ecommerce dispatch facility which will drive significant environmental improvements by reducing transport
miles and carbon emissions. Combining operations at a single site will reduce significantly reduce supply chain
inefficiencies from operating across multiple locations.
We have continued to increase manufacture of products in our Nelson factory, bringing protein powder
production in house and away from multiple suppliers reducing transport miles, and the carbon footprint of
products.
Continuous improvements in packaging reduction and water and energy optimisation throughout the supply
chain have reduced the use of resources required to manufacture our products and the associated carbon
footprint.
Work is ongoing with suppliers on further opportunities to replace one-use packaging with bio-degradable or
recyclable packaging. Sustainable packaging means using the packaging format with the lowest possible
environmental footprint, whilst meeting the requirement to protect, transport and present the Science in Sport
and PhD brands.
Under the SECR (Streamlined Energy and Carbon Reporting) framework SiS plc energy use as a large
business is 2020 is set out below:
1,523,146 kwh total energy usage of which: 525,108 electricity, 998,038 gas
Total 308 tCO2e emissions of which 186 tCO2e Scope 1 and 122 tCO2e Scope 2
The Intensity ratio is 6.1 which is calculated as the tCO2e above divided by the reported 2020 total group
revenue of £50.4m
Key energy efficiency actions are described above in our Environmental section of the ESG report
Social
Our employees are key stakeholders and assets within the business and the Board closely monitors and
reviews the results of employee engagement surveys as well as other feedback it receives to ensure alignment
of interests.
The Executive Directors keep staff informed of the progress and development of the Group on a regular basis
through formal and informal meetings, this has continued throughout the UK lockdowns, with regular virtual
CEO updates for all employees.
14
STRATEGIC REPORT
ENVIRONMENTAL, SOCIAL & GOVERNANCE (continued)
We are Investor in People accredited and have a number of employees completing further education in their
areas of expertise, for example, MBA, finance and supply chain qualifications.
A Wellbeing & Mental Health Initiative was launched providing all employees with an Employee Assistance
Programme, Online counselling, key drivers of wellbeing monthly sessions lead by experts such as Sir Chris
Hoy, in addition to Line Manager mental health training and signing up to the Inside Out Wellbeing Charter.
Strengthened the SiS plc People team with a new senior function lead and apprentice role to drive increased
employee engagement and support across the business.
The Board recognises its obligation towards employees to provide a safe and healthy working environment.
The Group complies with health & safety legislation conducting regular inspections and risk assessments.
Health & Safety is an essential element of our ESG policy, and a key operational focus which all employees
contribute to. The last lost time accident was on 12th April 2018, nearly 3 years ago. No reportable incidents
occurred in 2020 with only two minor accidents to date.
The Group does not discriminate between employees and prospective employees on grounds of age, race,
religion or gender, and every effort is made to provide the same opportunities to disabled persons as to others.
We signed up to the Business in the Community Race at Work Charter, committing to five actions to ensure
that ethnic minority employees are represented at all levels in an organisation. We have launched a business-
wide diversity initiative and initiated regular group-wide diversity reporting to monitor progress. We have a CEO
diversity statement, and a diversity blog on our SiS websites and are proud to support the Black Cyclists
Network.
We are proud of our diverse workforce and believe it is vital to our success as a leading international sports
nutrition business.
We are actively involved with the Career Ready programme, a national social mobility charity working with
employers, schools, and volunteers to support young people across the UK develop the skills, confidence, and
aspirations for future career success, with 10 SiS employees volunteering to be mentors to a school or college
student.
Gender diversity across the business is set out below:
Directors
Senior Managers
All employees
Suppliers
Male
Female
5
14
99
-
5
77
Our suppliers are key business partners and we maintain an open dialogue with all of our key suppliers. We
aim to pay our suppliers on time according to our agreed credit terms.
Governance
The Board has adopted the QCA (Quoted Companies Alliance) Corporate Governance Code in line with the
LSE requirement that AIM listed companies adopt and comply with a recognised corporate governance code.
This policy is reviewed and updated annually. Full corporate governance disclosure can be found on our
sisplc.com website.
15
STRATEGIC REPORT
ENVIRONMENTAL, SOCIAL & GOVERNANCE (continued)
Due to our accumulated losses which have created a deferred tax asset, we are not a significant corporation
tax payer, however we make a positive tax contribution including VAT, PAYE and NI payments. Our Group
Taxation Policy is to pay the right amount of tax in line with tax laws where we operate. We are proud that we
contribute to the development of the economies in which we operate and take our responsibility to pay our fair
share of tax seriously. Tax is considered in all significant business decisions. We don’t undertake transactions
or operate in any perceived tax havens to realise tax savings or participate in any aggressive tax avoidance
schemes. We commit to operating in a tax efficient way in compliance with current tax legislation in order to
maximise shareholder returns.
A Group Risk Register is maintained with the principal risks faced by the Group, and a quarterly review with
the Board takes place on risks we believe could seriously affect the Group’s performance, future prospects,
reputation or its ability to deliver against its priorities. This Risk Register can be viewed on pages 12 and 13.
A group update on Anti-Bribery policy and procedures is planned in 2021, under the Anti-Bribery Act 2010.
Demonstrating that the organisation has ‘adequate procedures’ in place to prevent bribery is a defence against
the offence of failing to prevent bribery.
We have also broadened our contact with key trade and retail partners and have organised regular factory
visits for them, as well as visiting our International distribution partners around the world.
Preventing banned substances
The Science in Sport brand is trusted by professional and Olympic athletes in a range of sports across the
world. A key component of this trust is our approach to preventing banned substances entering its supply chain
and finished products. In line with this, Science in Sport is the only brand globally to hold both Informed Sport
Site Certification and Informed Product Certification. Each year an internal review of the banned substance
prevention regime takes place, and from January 2018 an upgraded system was implemented to continually
improve and evolve the controls and systems within the Company. The Company regime is built on the
following pillars:
Every single batch of Science in Sport finished product which leaves the Company’s factory is screened
against the World Anti-Doping Agency (“WADA”) list. Banned substances including steroids are tested to
the level of 10 Nanograms per gram, and stimulants to 100 Nanograms per gram.
Batches (sampled at the beginning, during and end of each product batch) receive the recognised and
respected Informed Sport certificate. Finished product testing is the final and most effective step that we
have to ensure product assurance.
Raw material batch testing, in addition to testing on finished goods, for any product deemed ‘high-risk’.
Full trace management of all raw materials from raw material base and manufacturing supplier, through
to finished goods manufactured per production batch. This allows the Company to demonstrate to athletes
the source of ingredients and all parties involved in the manufacturing process.
Rigorous screening of all ingredient suppliers, including annual auditing. All suppliers are required to be
certified to a recognised Quality Management system that is approved by The Global Food Safety
Initiative.
In-house product screening within the Company’s production facility in Nelson, Lancashire, including
swab testing for banned substances, and surprise third-party inspections throughout the year.
16
GOVERNANCE
DIRECTORS’ REPORT
This section serves as our section 172 statement and should be read in conjunction with the Strategic Report,
the rest of the Company’s Corporate Governance Statement, and the Environmental, Social & Governance
Report.
Section 172 of the Companies Act 2006 requires a Director of a company to act in the way he or she considers,
in good faith, would be most likely to promote the success of the company for the benefit of its members as a
whole. In doing this, section 172 requires a Director to have regard, among other matters, to: the likely
consequences of any decision in the long term; the interests of the company’s employees; the need to foster
the company’s business relationships with suppliers, customers and others; the impact of the company’s
operations on the community and the environment; the desirability of the company maintaining a reputation
for high standards of business conduct; and the need to act fairly with members of the company.
The Directors give careful consideration to the factors set out above in discharging their duties under section
172.
Stakeholder engagement
We have identified the key stakeholder groups, resources and relationships on which the business relies.
These are listed below, with why we focus on them and how we engage them:
Employees
The continued strength of the Group is the result of the hard work and dedication of all the people who work
for PhD and Science in Sport. We have continued to invest in existing employees who are being supported
through professional training relevant to their functional areas, as well as other relevant role-specific training.
The Executive Directors keep staff informed of the progress and development of the Company on a regular
basis through formal and informal meetings and regular communications.
During lockdown we started a Wellbeing initiative providing all employees with online counselling support,
online sessions led by experts such as Sir Chris Hoy covering the key pillars of wellbeing, mental health
awareness training for managers and a new employee assistance programme for all employees.
Protecting our employees health and that of their families remains our number one priority during the Covid-
19 pandemic with any employees required to self-isolate supported on full pay during the required time. Any
employee who contracted Covid-19 was supported to take the time to recover on full pay before returning to
work when it was safe to do so. Segregation of shifts and sites was implemented to protect employees in our
supply chain function who were required to come into work, along with increased safety and cleaning
measures. We ensured all office based employees were able to continue working at home with the necessary
technology and equipment provided. No employees were on furlough at the end of 2020.
The continued strength of the Group is the hard work and dedication of all the people who work for PhD and
Science in Sport. We have continued to invest in existing employees who are being supported through
professional training relevant to their functional areas, as well as other relevant role-specific training.
The Executive Directors keep staff informed of the progress and development of the Company on a regular
basis through formal and informal meetings and regular communications. During lockdown we started a
Wellbeing initiative providing all employees with online counselling support, online sessions led by experts
such as Sir Chris Hoy covering the key pillars of wellbeing, mental health awareness training for managers
and a new employee assistance programme for all employees.
17
GOVERNANCE
DIRECTORS’ REPORT (continued)
Customers
As with any business, our customers are our key stakeholders, and our key strategic model, investments in
product innovation and customer service are designed to improve our customers’ experience.
We constantly invest in our website to improve our customer proposition, making it easier to search, select
and shop for products. In addition, we collect and respond to online customer feedback continually to improve
our processes, products and proposition both directly and through Trustpilot. We have invested in new
customer experience tools to further enhance this process and appointed a Head of Customer Experience.
Suppliers
Our suppliers are key business partners, and the quality of raw materials and services we receive are essential
to maintain our premium product position.
We operate with mutual confidentiality agreements in place and conduct open and two-way conversations with
our biggest suppliers about our business and strategy.
Investors
Investor are a key stakeholder for the future success of the Group, and consequently investor relations are a
key focus area for the Directors.
The Board regularly engages investors on Group performance following trading updates and results
announcements with virtual video meetings and scheduled calls. Feedback is regularly collected via our broker
following results updates and presentations, as a result of which we have started to use the Investor meet
Company platform to extend investor engagement to our growing retail investor shareholder base. In addition
we held a Capital Markets Day in January 2021 to share our future growth ambition and strategy with
institutional investors.
Decision making
We set out below two examples of how the Directors have had regard to the matters set out in section
172(1)(a)-(f) when discharging their duties under section 172 and the effect of that on certain decisions taken
by them. In addition to stakeholders discussed above, the impact on the Environment and Community in which
the group operates was considered, although, given the size and nature of the Company’s operations, the
ongoing impact of the Company’s operations on the local community and the environment is not considered
to be significant.
The board considered impacts and potential conflicts between these stakeholder groups in reaching a decision
and sought to act fairly by balancing these different agendas in the context of its duty to act to the overall
benefit of its members.
New supply chain site
The decision was taken to move to a new supply chain site in 2022. This was a key decision for the group and
the Board was extensively involved in the decision-making process.
A list of requirements for the new site was compiled, with several presentations to the Board on the design,
layout, location and operational footprint of the new proposed site. A detailed business case was reviewed and
challenged by the Board to assess the impact on future profitability and liquidity.
The Board considered the impact of the move on existing employees and assured themselves that the new
site chosen was closely located to existing operations and bus transport would be provided free of charge to
existing employees.
A key consideration was saving a significant amount of vehicle journeys and the associated CO2 saving from
eliminating good movements between existing company and third-party sites due to the extended supply chain
footprint.
18
GOVERNANCE
DIRECTORS’ REPORT (continued)
New gel line
The decision was made to purchase a new gel machine to provide additional gel production capacity to enable
future sales growth before current customer gel demand exceeds the capacity of the existing machine.
Outsourcing production was considered and decided against. In-house production was favoured to secure
supply of the SiS gel, which is a strategic market-leading product with patented technology and a key driver of
company profitability. The new gel machine will support employment in the business, improve efficiency,
increase capacity for future growth. Producing in-house will also reduce additional CO2 emissions from
transporting gels from another third party site.
The decisions reached by the board in both instances are considered consistent over both a short and long-
term perspective, and in line with the group’s communicated strategy to drive online revenue growth and
leverage manufacturing and as a competitive advantage.
The Directors present their report together with the consolidated financial statements for the year ended 31
December 2020.
Certain information that fulfils the requirements of the Directors’ report can be found elsewhere in this
document and is referred to below. This information is incorporated into this Directors’ report by reference.
As at the date of signing this report, Science in Sport plc has five wholly owned subsidiaries. A complete list is
provided in Note 4 to the Parent Company financial statements on page 77.
Future developments
The Strategic report and the Chairman and Chief Executive reports cover the Group’s performance during the
year ended 31 December 2020, its position at that date and its likely future development.
Board of Directors
The Board of Directors has overall responsibility for the Company.
The Directors of the Company during the year and up to the date that the financial statements were approved
are shown below.
Executive Directors
S N Moon
J L Simpson
Non-Executive Directors
J M Clarke
T Wright
R Duignan (resigned 31 January 2020)
R Mather (appointed 31 January 2020)
Details of Directors are included on pages 27 to 28.
A qualifying third-party indemnity provision as defined in Section 234 of the Companies Act 2006 is in force for
the benefit of each of the Directors in respect of liabilities incurred as a result of their office, to the extent
permitted by law. In respect of those liabilities for which Directors may not be indemnified, the Company
maintained a Directors’ and officers’ liability insurance policy throughout the financial year.
Details of each Directors’ interests in the Company’s Ordinary shares and options over Ordinary shares are
set out in the Remuneration report on pages 30 to 33.
19
GOVERNANCE
DIRECTORS’ REPORT (continued)
Dividends
No dividends were paid and none proposed (31 December 2019 – £nil).
Financial risk management
The Group’s risk management policies can be found in Note 2.
Going concern
The Group’s business activities, together with the factors likely to affect its future development, performance
and financial position, are set out in the Strategic report. The risks that the business faces in the coming year,
including the current economic climate, Covid19, and the mitigating actions which address these risks are set
out in pages 12 to 13.
As at 31 December 2020, the Group had cash balances of £10.5m (2019: £5.4m). The net increase in cash
and cash equivalents in the year ended 31 December 2020 was £5.1m (2019: £2.6m decrease), of which
£4.2m was due to an equity raise in April 2020. The Group made a loss after tax for the year attributable to
owners of the parent of £1.7m (2019: loss of £5.6m) and expects to make a further loss after tax in the year
ending 31 December 2021.
In 2020 we demonstrated the resilience of the business to withstand the Covid-19 pandemic impact, growing
cash and underlying EBITDA whilst holding sales flat. Despite the decline in UK retail and export sales
consumers chose to increasingly purchase online. This accelerated our online growth to 39% in the year.
Online growth is one of the pillars of our proven strategy and we increasingly invested in this channel
throughout 2020.
As the extended UK and international lockdown restrictions impacted consumer demand and revenue growth,
management took pro-active and decisive steps to improve profitability and generate operating cashflow.
Sensitivity analysis and scenario planning different revenue outcomes stress tested potential impacts on the
cash position of the business, ensuring that appropriate action was taken on a timely basis to maintain sufficient
liquidity and resources in place.
The Directors have reviewed the Group’s budgets and projected cash flow forecasts for the period to 31
December 2022 and in doing so considered reasonable, possible changes over the forecast period. We then
conducted more extreme scenarios whereby Covid-19 impacts worsen in 2021 and even continue into 2022.
Following this we performed reverse stress test analysis to understand the combination of factors required to
drive a nil cash balance by end 2022. In all these scenarios the £8m flexible credit facility agreed with HSBC
remained untouched.
Accordingly, the Directors have a reasonable expectation that the Company will have sufficient cash to meet
liabilities as they fall due for a period of at least 12 months from the date of approval of these financial
statements. For these reasons, they continue to adopt the going concern basis of accounting in preparing the
annual financial statements.
Employee Benefit Trust Shares
The Company issued no £0.10 Ordinary shares to the Employee Benefit Trust (2019: nil) to satisfy the provision
of the share scheme (see note 20).
Share Capital Structure
Details of changes in the Company’s share capital are disclosed in note 19 of the financial statements.
20
GOVERNANCE
DIRECTORS’ REPORT (continued)
Substantial shareholdings
As at 31 December 2020, the following Shareholders own more than 3% of issued share capital of the
Company:
Shareholder
Tellworth Investments
Aviva Investors
JO Hambro Capital Management
Otus Capital Management
River & Mercantile Asset Management
Sarasin & Partners
AXA Framlington
Cazenove Capital Management
Baillie Gifford & Co
Number of
shares
16,727,172
14,621,692
13,300,000
12,716,855
11,111,730
6,327,210
5,775,389
4,903,212
3,788,336
Percentage
Holding %
12.38
10.82
9.84
9.41
8.22
4.68
4.27
3.63
3.08
Streamline Energy & Carbon Reporting (SECR)
Reporting can be found in the ESG section of the Annual Report on pages 14 - 16. The Group is required to
report as a large, non main market listed company with over 40,000kwh of energy usage in the year.
Auditors
In the case of each of the persons who are Directors of the Company at the date when this report was
approved:
so far as each of the Directors is aware, there is no relevant audit information of which the Company’s
auditor is unaware; and
each of the Directors has taken all the steps that he/she ought to have taken as a Director to make
himself/herself aware of any relevant audit information and to establish that the Company’s auditor is
aware of that information.
BDO LLP has indicated its willingness to continue in office and a resolution will be proposed at the annual
general meeting to reappoint BDO LLP as auditor for the next financial year.
Directors’ responsibilities
The Directors are responsible for preparing the Annual Report and the financial statements in accordance with
applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under Company
law the Directors have elected to prepare the Group and Parent Company financial statements in accordance
with International Accounting Standards in conformity with the requirements of the Companies Act 2006.
Under company law the Directors must not approve the financial statements unless they are satisfied that they
give a true and fair view of the state of affairs of the Group and Company and of the profit or loss of the Group
for that period. The Directors are also required to prepare financial statements in accordance with the rules of
the London Stock Exchange for companies trading securities on the Alternative Investment Market.
21
GOVERNANCE
DIRECTORS’ REPORT (continued)
In preparing these financial statements, the Directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether the Group financial statements have been prepared in accordance with International
Accounting Standard in conformity with the requirement of the Companies Act 2006, subject to any
material departures disclosed and explained in the financial statements;
state whether the Company financial statements have been prepared in accordance with International
Accounting Standard in conformity with the requirement of the Companies Act 2006, subject to any
material departures disclosed and explained in the financial statements; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the
Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain
the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the
Company and enable them to ensure that the financial statements comply with the requirements of the
Companies Act 2006. They are also responsible for safeguarding the assets of the Group and Company and
hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Website publication
The Directors are responsible for ensuring the Annual report and the financial statements are made available
on a website. Financial statements are published on the Company’s website, www.scienceinsport.com, in
accordance with legislation in the United Kingdom governing the preparation and dissemination of financial
statements, which may vary from legislation in other jurisdictions. The maintenance and integrity of the
Company’s website is the responsibility of the Directors. The Directors’ responsibility also extends to the
ongoing integrity of the financial statements contained therein.
By order of the Board
STEPHEN MOON
Chief Executive Officer
16 March 2021
22
GOVERNANCE
CORPORATE GOVERANCE REPORT
Chairman’s introduction to Corporate Governance
It is the Chairman of the Board of Directors of Science in Sport plc responsibility to ensure that SiS has both
sound corporate governance and an effective Board. The Chairman’s principal responsibility is to ensure that
the Company and its Board are acting in the best interests of shareholders. This is done by ensuring that
Science in Sport is managed for the long-term benefit of all shareholders, with all members of the Board able
to contribute to discussions and decision-making. Corporate governance is an important part of that role,
reducing risk and adding value to our business.
Other responsibilities include leading the Board effectively, overseeing the Company’s corporate governance
model, making sure that good information flows freely between Executives and Non-Executives in a timely
manner, and for ensuring that all important matters, in particular, strategic decisions, receive adequate time
and attention at Board meetings.
Our core values are based on growth, focus, energy and resilience, and translate into everything we do for our
customers, people, suppliers and shareholders. Our culture supports the Company’s strategic objectives and
business model focussing on the 5 pillars of innovation, brand, customer experience, online growth and supply
chain. The Board receives regular updates on the Wellbeing and Diversity initiatives which were launched in
2020 and any key developments in corporate culture. We have recently recruited an experienced People
Partner to develop a business-wide programme embedding the behaviours which support these core values.
SiS adopted the Quoted Companies Alliance Corporate Governance (QCA Code) in September 2018. This
report follows the QCA Code guidelines and explains how we have applied the guidance.
The Board recognises the importance of good corporate governance and considers that a strong corporate
governance foundation is essential in delivering shareholder value through long-term success and
performance. The Board believes that corporate governance is more than just a set of guidelines; rather it is a
framework which underpins the core values for running our business, including a commitment to open and
transparent communications with stakeholders. The QCA Code has ten principles that companies should look
to apply within their business. SiS seeks to adhere to these principles to the highest level possible.
Set out below is an explanation of how the Company currently complies with the principles of the QCA Code
and, to the extent applicable, those areas where the Company’s corporate governance structures and practices
differ from the expectations set out in the QCA Code. Further details can also be found on the Company’s
website (www.sisplc.com/about-us/corporate-governance/).
The Board believes that application of the QCA Code supports the Company’s medium to long-term
development whilst managing risks, as well as providing an underlying framework of commitment and
transparent communications with stakeholders. It also seeks to develop the knowledge shared between the
Company and its stakeholders.
Strategy and Risk Management
A description of the Company’s strategy can be found on page 3 - 5, and the key challenges in their execution
can be found on pages 12 - 13.
Board of Directors
The Board is led by the Non-Executive Chairman, John Clarke, and comprises, two additional Non-Executive
Directors, both of whom are independent, and two Executive Directors.
The Non-Executive Chairman, John Clarke owns shares in the Company. The Board are satisfied that he
remains impartial.
The effectiveness of the Board is kept under review by the Chairman who has been assessing the individual
contributions of each of the members of the team to ensure that; their contribution is relevant and effective,
they are committed and where relevant, they have maintained their independence.
23
GOVERNANCE
CORPORATE GOVERANCE REPORT (continued)
Board performance is reviewed on an ongoing basis as a unit to ensure that the members of the board are
collectively functioning in an efficient and productive manner. Board members complete an annual review
evaluating their own performance, that of fellow Board members and the Board as a unit across a range of
measures including leadership, strategy and contribution. The assessment found that the Board operated with
excellent teamwork and were especially supportive during the start of the Covid-19 pandemic. A Board update
on digital marketing was scheduled as a recommendation.
The Board is satisfied that, between the Directors, it has an effective and appropriate balance of skills and
experience, including in the areas of consumer goods, finance, corporate finance, international trading, and
marketing. In addition to their general Board responsibilities, Non- Executive Directors are encouraged to be
involved in specific workshops, meetings or seminars in line with their individual areas of expertise. This year
the business provided Board engagement sessions on digital marketing developments, influencer strategy,
customer data platform and customer experience. All Directors are encouraged to challenge and to provide
independent judgement on all matters, both strategic and operational.
The Board seeks guidance from external advisors when appropriate such as financial and legal due diligence
on potential acquisitions. In addition, the Company Secretary ensures that the Board consults regularly with
its Nominated Advisors and retained advisers for MAR and company secretarial support to ensure that the
Board are kept abreast of relevant changes in regulations or legislation.
Changes to Board of Directors
On 1 October 2019, the Company announced that Raymond Duignan, Non‐Executive Director and the
Company's Audit Committee chair, intended to step down from the Board once a new Non‐Executive Director
had been appointed. Following the announcement of the appointment of Roger Mather as Non‐Executive
Director and the Company's Audit Committee chair on 31st January 2020, Raymond Duignan stepped down
from the Board with immediate effect.
Tim Wright was appointed chair of the Company's Remuneration Committee on 31st January 2020 taking over
from John Clarke who previously held the role.
Board Governance Framework
The Board
Meets quarterly and at other times when required.
Comprises the Chairperson, 2 non- execs and 2 execs
Nomination Committee
Audit Committee
Remuneration Committee
This committee meets as and
when required.
This committee meets bi- annually
and at other times when required.
This committee meets bi- annually
and at other times when required.
Comprises the Chairperson and 2
non-execs
Comprises the Chairperson and 2
non-execs
Comprises the Chairperson and 2
non-execs
24
GOVERNANCE
CORPORATE GOVERANCE REPORT (continued)
Board responsibility
The Board is responsible for maintaining a sound system of internal control to safeguard Shareholders’
investment and the Company’s assets, as well as reviewing its effectiveness. The system of internal control is
designed to manage rather than eliminate the risk of failure to achieve business objectives and can only provide
reasonable and not absolute assurance against material loss and misstatement.
Audit Committee
The Audit Committee consists of the Chairman and the non-executive Directors. It was chaired by Raymond
Duignan until 31st January 2020, when Roger Mather became Chair, and it meets at least twice each year.
Roger brings considerable experience to the role having been CFO of Mulberry plc for 8 years and due to his
current role as Audit Chair at another AIM listed business.
The Audit Committee is responsible for ensuring that the financial performance of the Company is properly
reported on and monitored and for meeting with the auditors and reviewing the reports from the auditors
relating to accounts and internal control systems. The audit committee meets at least once a year with the
auditors.
The Audit Committee report is on page 29.
Nominations Committee
The Nominations Committee consists of the Chairman and the Non-Executive Directors. It is chaired by John
Clarke and meets as required.
The Nominations Committee is responsible for reviewing the structure, size and composition of the Board,
making recommendations to the Board with regard to any changes and identifying and nominating candidates
to fill Board vacancies.
Remuneration Committee
The Remuneration Committee consists of the Chairman and the Non-Executive Directors. It was chaired by
John Clarke until 31 January 2020, when Tim Wright became Chair, and it meets as required, at least twice
during the year.
The committee reviews the performance of the executive Directors and sets and reviews the scale and
structure of their remuneration and the basis of their remuneration and the terms of their service agreements
with due regard to the interests of Shareholders. In determining the remuneration of executive Directors, the
remuneration committee seeks to enable the Company to attract and retain executives of the highest calibre.
The remuneration committee also makes recommendations to the Board concerning the allocation of share
options to employees.
The Remuneration Committee report is on page 30 - 33.
25
GOVERNANCE
CORPORATE GOVERANCE REPORT (continued)
Attendance
Directors are required to devote such time and effort to their duties as required to secure their proper discharge.
For Non- Executive Directors, this typically entails one or two days of meetings per month as well as reading
and preparation time. A full pack of management information is provided to the Board in advance of every
meeting. Each Executive Director has a full- time service agreement.
Directors attendances at meetings of the Board and its Committees during 2020 were:
Board
Audit
Committee
Remuneration
Committee
Nomination
Committee
John Clarke
Roger Mather
Tim Wright
Stephen Moon
James Simpson
4/4
4/4
4/4
4/4
4/4
2/2
2/2
2/2
-
-
2/2
2/2
2/2
-
-
2/2
2/2
2/2
-
-
Key Board activities this year included:
Continued and open dialogue with the investment community;
Considering financial and non- financial policies;
Reviewing and validating strategic priorities;
Discussing internal governance processes;
Reviewing the Business Risk Register quarterly;
Reviewing and approving business cases for significant investments; and
Approval of the 2021 budget.
Relationship with Shareholders
The Directors seek to build a mutual understanding of objectives between the Company and its Shareholders.
The Company reports formally to Shareholders in its Interim and Annual reports, setting out details of its
activities. In addition, the Company keeps Shareholders informed of events and progress through the issue of
regulatory news in accordance with the AIM rules of the London Stock Exchange. The Chief Executive seeks
to meet with significant Shareholders following interim and final results. The Company also maintains investor
relations pages and other information regarding the business, its products and activities on its website
www.sisplc.com
The Annual report is made available to shareholders on the website at least 21 working days before the Annual
General Meeting. Directors are required to attend the Annual General Meetings of the Company unless unable
to do so for personal reasons or due to pressing commercial commitments. Shareholders are given the
opportunity to vote on each separate issue. The Company counts all proxy votes and will indicate the level of
proxies lodged on each resolution, after it has been dealt with by a show of hands.
Employees
Other statutory disclosures required by the Strategic report, as detailed on page 17, report on the involvement
of employees in the affairs, policy and performance of the Company.
26
GOVERNANCE
CORPORATE GOVERANCE REPORT (continued)
John Clarke
Independent Non- Executive Chairman
John Clarke became Non-Executive Chairman in June 2013. John has extensive experience of the functional
food and sports nutrition sectors, having worked at GlaxoSmithKline for more than 35 years. John was global
President of GSK Consumer Healthcare from 2006 to 2011, and was a member of GlaxoSmithKline plc
Corporate Executive Team until March 2012.
Under John’s leadership from 2006 to 2011 GSK Consumer Healthcare was the fastest-growing business in
the industry, growing by 60% and reaching revenue of £5 billion despite recessionary environments in the
majority of the business’ markets. The business added £2 billion in turnover from 2006. Mr Clarke was
responsible for the Lucozade brand including strategy, innovation programme, portfolio and global expansion
for 15 years from 1996 to 2011, Lucozade achieved growth of 13% CAGR throughout this period.
Tim Wright
Independent Non- Executive Director
Tim Wright, has spent much of his career with GlaxoSmithKline (''GSK''), working in the consumer healthcare
sector of the Company from 1982 to 2011. In his last 5 years at GSK, Tim was President of GSK's Global
Brands, where he drove market leading revenue growth through world class marketing and innovation. After
leaving GSK in 2011, Tim was appointed as President to Zarbee's Naturals, a privately-owned natural medicine
business. His role up to 2013 was to help establish the Company's brand and quickly grow the newly formed
business from $3 million to $18 million. In 2014, Tim set up his own business, StepChange Strategy, which
aims to create shareholder value for start-up and multinational consumer healthcare companies, by focusing
on brand strategy, innovation and geographic expansion. In 2015 Tim acquired, and now runs, Embrace
Hearing.
Roger Mather
Independent Non-Executive Director
Appointed 31 January 2020
Roger has broad business experience gained first in audit at PwC, in London and Hong Kong, and then in
executive positions in consumer and distribution businesses in the UK and Asia Pacific. He was Chief Financial
Officer of Mulberry Group plc, the AIM‐quoted fashion brand and manufacturer, from 2007 to 2016, a period
of rapid growth at Mulberry during which time he established international revenue channels and implemented
the business's digital strategy. Prior to Mulberry, he worked for more than 10 years at the Otto Group, a
privately owned multi‐national distribution business, first as Group Finance Director of the sourcing division
based in Hong Kong and then as Managing Director of a UK division. From 2017, Roger has focused on a
non‐executive career. He is currently a Non‐Executive Director of Quiz plc, the AIM‐quoted omni‐channel fast
fashion brand, and chair of its audit and remuneration committees. He is also a pro bono director of The
Berkshire Golf Club Limited.
Stephen Moon
Chief Executive Officer
Stephen had an extensive corporate career with BP, Dalgety, Quaker and GlaxoSmithKline. He has held a
wide range of functional roles in his career including supply chain, strategic project management, strategy
planning, innovation and business development. At GSK he was Strategy Planning and Worldwide Business
Development Director for the Nutritional Healthcare Division. He has an MBA from Ashridge Business School
and a diploma in Clinical Organisational Psychology from INSEAD. After founding a functional food start-up in
2003, he later became CEO of Provexis PLC and Science in Sport PLC was spun-out from this company in
August 2013.
27
GOVERNANCE
CORPORATE GOVERANCE REPORT (continued)
James Simpson
Chief Financial Officer
James is an experienced finance executive who qualified as a chartered accountant with Price Waterhouse in
1998, he has a track record in the e-commerce and consumer sectors in international branded businesses
such as Cadbury Schweppes, L’Oreal and Shell, and has held senior finance roles at Tesco, Britvic, and Asos.
Board diversity
The Board recognises the value of diversity at Board level in achieving its strategic objectives and in driving
innovation and growth. Whilst Board appointments will continue to be based on merit and relevant skill, the
Directors appreciate that varied backgrounds, experience and opinion can promote more balanced and
nuanced debate and lead to improved decision-making.
The 2020 Board effectiveness review reflected feedback that the Board is functioning very well as a group,
with each member contributing effectively to discussions. A good mix of sports nutrition industry knowledge,
international leadership, especially in growth businesses and functional expertise covering marketing, finance,
strategy and innovation has helped add value to the Board discussions, which are characterised as transparent
and collaborative.
28
GOVERNANCE
AUDIT COMMITTEE REPORT
Audit Committee: composition and terms of reference
The Audit Committee comprises two Non-Executive Directors and from 31 January 2020 has been chaired by
Roger Mather. It meets as required and specifically to review the Interim report and Annual report and to
consider the suitability and monitor the effectiveness of the internal control processes.
There were two Audit Committee meetings during the year. The Audit Committee reviews the findings of the
external auditors and reviews accounting policies and material accounting judgements, and ensures that the
Board regularly reviews the risk register.
Activities in the year
During the year, the Committee concluded that the Annual Report and Financial Statements, taken as whole,
were fair, balanced and understandable and provided the information necessary for shareholders to assess
the Group’s business model, strategy and performance.
During the year, the Committee considered the following key matters:
The impairment review of goodwill and separately identifiable intangibles;
Reviewed the adequacy and clarity of reporting disclosures and compliance with applicable financial and
other reporting requirements;
Reviewed reports from management and from the external Auditor and discussed key matters, including
the appropriateness and consistent application of accounting policies; and
The appropriateness of the application of the going concern basis in preparation of the financial
statements following a review of forecasts to December 2022.
The Committee received and considered reports from the Auditor in respect of the audit plan for the year and
the results of the annual audit. These reports included the scope of the audit, the approach to be adopted to
address key audit matters, the basis on which the Auditor assesses materiality, the terms of engagement for
the Auditor and an on-going assessment of the impact of future accounting developments for the Group.
Independence of Auditors and non- audit services
The independence of the Auditors is considered by the Audit Committee. The Audit Committee meets at least
twice per calendar year with the Auditors to discuss their objectivity and independence.
As well as providing audit-related services the Auditors have, provided taxation compliance, and share option
scheme advice and in the prior year corporate finance services. The fees in respect of the non-audit services
provided were £39,000 for the year (2019 – £42,000).
The Audit Committee have considered the non-audit fees agreed with BDO LLP which primarily cover taxation
calculations and the provision of the LTIP & STIP scheme and are satisfied that the objectivity and
independence of the Auditors is safeguarded.
ROGER MATHER
Chairman of Audit Committee
16 March 2021
29
GOVERNANCE
REMUNERATION COMMITTEE REPORT
Remuneration Committee: composition and terms of reference
The Company’s Remuneration Committee since the date of Admission to AIM comprises at least two
Independent Non-Executive Directors and is chaired by Tim Wright who was appointed as Chairman on 31
January 2020.
The purpose of the Remuneration Committee is to ensure that the Executive Directors are fairly rewarded for
their individual contribution to the overall performance of the Group. The Committee considers and
recommends to the Board the remuneration of the Executive Directors and is kept informed of the remuneration
packages of senior staff and invited to comment on these.
Policy on Executive Directors’ remuneration
Executive remuneration packages are designed to attract and retain executives of the necessary skill and
calibre to run the Group successfully but avoiding paying more than is necessary. The Remuneration
Committee recommends to the Board remuneration packages by reference to individual performance and uses
the knowledge and experience of the Non-Executive Directors and published surveys relating to AIM Directors,
and market changes generally. The Remuneration Committee has responsibility for recommending any long
term incentive schemes.
The full Board determines whether or not Executive Directors are permitted to serve in roles with other
companies. Such permission is only granted where a role is on a strictly limited basis, where there are no
conflicts of interest or competing activities and providing there is not an adverse impact on the commitments
required to the Group. Earnings from such roles are not disclosed nor paid by the Group.
There are three main elements of the remuneration package for Executive Directors and senior staff:
(i) Basic salaries and benefits in kind
Basic salaries are recommended to the Board by the Remuneration Committee, taking into account the
performance of the individual and the rates for similar positions in comparable companies. Benefits in kind
comprising private medical insurance are available to all senior staff and Executive Directors.
(ii) Share option scheme
The Company operates a Share Option Plan (“SOP”), which grants options over Ordinary shares to certain
Directors and senior employees. The purpose of the scheme is to incentivise key members of the Management
team and to align their interests with those of the Shareholders.
The SOP was approved by the Remuneration Committee in June 2014 as outlined in the AIM Admission
document. Further amendments to the SOP were approved in September 2016, introducing a new three-year
plan to replace the existing five-year plan.
Under the SOP there are both short term and long term incentive arrangements. In both cases the options
granted are nil-cost options, meaning that the participants are not required to pay cash to exercise the option.
An Employee Benefit Trust has been established to purchase, hold and issue ordinary shares when awards
are exercised. Options must be exercised within a period of 10 years after the grant date for that option
otherwise the option will lapse.
A new LTIP for the years 2019-2021 was approved by the Remuneration Committee and is currently in place.
Short term incentive plan (“STIP”)
Awards are calculated as a percentage of base salary and are determined by reference to the attainment of
personal objectives as well as the delivery of group revenue and profit growth. Management has agreed to
have its annual bonus paid in shares rather than take cash out of the business, which could then be used to
generate further growth.
30
GOVERNANCE
REMUNERATION COMMITTEE REPORT (continued)
Long term incentive plan (“LTIP”)
A new LTIP scheme for the financial years 2019 to 2021 is in place. No options were granted in 2019
consequently no charge was recognised in that year. In 2020 options were granted for the 2019 LTIP based
on achievement of performance targets for the 2019 financial year. For the 2020 LTIP performance criteria
were not met and no award was made relating to the 2020 financial year for STIP or LTIP.
Options will be awarded for each year of the scheme on a sliding scale on delivery of revenue growth, profit
growth and brand reputation targets. The maximum value of the shares subject to these awards is 200% of
the basic salary of the CEO, 150% of the basic salary of the CFO and 100% of the basic salary of other
selected Senior Management. The non-Executive directors do not participate in the LTIP scheme.
During the year under review the Remuneration Committee made awards on 30 September 2020 under the
STIP and LTIP as follows:
In respect of the LTIP for the year ended 31 December 2019, 1,555,612 (2019 nil) nil-cost options were
granted to S N Moon
In respect of the LTIP for the year ended 31 December 2019, 1,648,889 (2019 nil) nil-cost options were
granted to senior employees
In respect of the STIP for the year ended 31 December 2019, 1,108,070 (2019: 780,769) nil-cost options
were granted to S N Moon
In respect of the STIP for the year ended 31 December 2019, 49,805 (2019: nil) nil-cost options were
granted to J L Simpson
In respect of the STIP for the year ended 31 December 2019, 731,210 (2019: 333,2 nil-cost options were
granted to senior employees
(iii) Pension contributions
The Company pays a defined contribution to the pension scheme of Executive Directors and employees. The
individual pension schemes are private and their assets are held separately from those of the Company.
Service contracts
The Chief Executive is employed under a service contract requiring 12 months’ notice by either party. Non-
Executive Directors receive payments under appointment letters, which are terminable by six months’ notice
from either party.
Policy on Non-Executive Directors’ remuneration
John Clarke, Roger Mathers and Tim Wright each receive a fee for their services as a Director, which is
approved by the Board, mindful of the time commitment and responsibilities of their roles and of current market
rates for comparable organisations and appointments. Non-Executive Directors are reimbursed for travelling
and other minor expenses incurred.
31
GOVERNANCE
REMUNERATION COMMITTEE REPORT (continued)
Details of Directors’ remuneration (Audited)
The emoluments paid to the individual Directors of the Company for the period were as follows.
The LTIP awarded in 2020 calendar year was the 2019 LTIP which related to the achievement of performance
criteria in the 2019 financial year.
Year ended 31 December 2020
Executive Directors
Stephen Moon
James Simpson
Non- executive Directors
John Clarke
Tim Wright
Roger Mather
Salary/ Fees
£’000
LTIP
£’000
STIP
£’000
Benefits in
Kind
Pension
£’000
£’000
274
173
45
35
34
561
513
-
-
-
-
513
-
-
-
-
-
-
6
1
-
-
-
7
-
-
-
-
-
-
Total
£’000
793
174
45
35
34
1,081
Year ended 31 December 2019
Executive Directors
Stephen Moon
Elizabeth Lake
James Simpson
Non- executive Directors
John Clarke
Ray Duignan
Tim Wright
Salary/ Fees
LTIP
STIP
Benefits in
Kind
Pension
Total
£’000
£’000
£’000
£’000
£’000
£’000
286
115
46
47
36
36
566
-
-
-
-
-
-
-
416
-
19
-
-
-
435
4
2
-
-
-
-
6
-
6
-
-
-
-
6
706
123
65
47
36
36
1,013
Elizabeth Lake resigned on 10 September 2019.
James Simpson was appointed on 26 September 2019 and remuneration included above is from this date.
The above fees and emoluments exclude reimbursed expenditure incurred in the conduct of Company
business.
Directors’ interests in shares
The Directors’ interests in the Ordinary shares of the Company, as recorded in the register maintained by the
Company in accordance with the provisions of the Companies Act 2006, were as follows:
Beneficial interests
S N Moon
J M Clarke
T Wright
R Mather
J L Simpson
Ordinary shares of
10p each
31 December 2020
924,537
313,635
108,108
106,790
54,689
Ordinary shares of
10p each
31 December 2019
843,456
178,500
-
-
-
32
GOVERNANCE
REMUNERATION COMMITTEE REPORT (continued)
Directors’ interests in share options
The share options held by the Directors and not exercised at the period end date are summarised below:
S N Moon
J M Clarke
J L Simpson
31 December 2020
7,755,504
548,633
49,805
31 December 2019
5,091,822
548,633
-
Details of share options at 31 December 2019 of the Directors who served during the year are set out below:
Date of grant
Exercis
e price
pence
Share price
on date of
grant
Number
of
options
Earliest
exercise date
Expiry date
SN Moon
SN Moon
SN Moon
SN Moon
SN Moon
SN Moon
SN Moon
SN Moon
S N Moon
S N Moon
22 July 2014
26 March 2015
22 March 2016
26 September 2016
22 March 2017
22 March 2017
21 March 2018
20 March 2019
1 October 2020
1 October 2020
J L Simpson
1 October 2020
JM Clarke
JM Clarke
22 March 2016
26 Sept 2016
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
72.00p
68.00p
328,125
22 July 2014
21 July 2024
267,206
26 March 2015
25 March 2025
52.50p
1,089,675
22 March 2016
21 March 2026
68.75p
1,460,356
22 March 2019
25 September 2026
81.00p
623,721
22 March 2017
21 March 2027
81.00p
73.00p
52.00p
460,164
22 March 2018
21 March 2027
81,806
21 March 2018
20 March 2027
780,769
20 March 2019
20 March 2029
33.00p
1,108,070
1 October 2020
1 October 2030
33.00p
1,555,612
1 April 2022
1 April 2032
33.00p
52.50p
68.75p
49,805
1 October 2020
1 October 2030
221,360
22 March 2016
21 March 2026
327,273
22 March 2019
25 September 2026
Other than as shown in the tables above no Director had any interest in the shares or share options of the
Company or its subsidiary company as at 31 December 2020 or 31 December 2019.
TIM WRIGHT
Chairman of the Remuneration Committee
16 March 2021
33
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
SCIENCE IN SPORT PLC
Opinion on the financial statements
In our opinion:
•
•
•
•
the financial statements give a true and fair view of the state of the Group’s and of the Parent
Company’s affairs as at 31 December 2020 and of the Group’s loss for the year then ended;
the Group financial statements have been properly prepared in accordance with international
accounting standards in conformity with the requirements of the Companies Act 2006;
the Parent Company financial statements have been properly prepared in accordance with
international accounting standards in conformity with the requirements of the Companies Act 2006
and as applied in accordance with the provisions of the Companies Act 2006; and
the financial statements have been prepared in accordance with the requirements of the Companies
Act 2006.
We have audited the financial statements of Science in Sport plc (the ‘Parent Company’) and its subsidiaries
(the ‘Group’) for the year ended 31 December 2020 which comprise the consolidated statement of
comprehensive income, consolidated statement of financial position, consolidated statement of cash flows,
consolidated statement of changes in equity, parent company statement of financial position, parent company
statement of cash flows, parent company statement of changes in equity and notes to the financial statements,
including a summary of significant accounting policies. The financial reporting framework that has been applied
in their preparation is applicable law and international accounting standards in conformity with the requirements
of the Companies Act 2006 and, as regards the Parent Company financial statements, as applied in
accordance with the provisions of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs
(UK)) and applicable law. Our responsibilities under those standards are further described in the
Auditor’s responsibilities for the audit of the financial statements section of our report. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We remain independent of the Group and the Parent Company in accordance with the ethical requirements
that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as
applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these
requirements.
34
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
SCIENCE IN SPORT PLC
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of
accounting in the preparation of the financial statements is appropriate.
We identified the impact of Covid-19 and Brexit on going concern as a key audit matter. Uncertainty caused
by both Covid-19 and Brexit has resulted in a significant risk in respect of the robustness of management’s
assessment of the impact on the business, including consideration of severe but plausible downside scenarios
(see disclosures in note 1.5 to the financial statements and further details in the Key audit matters section of
our report below). Our response to this matter and our evaluation of the Directors’ assessment of the Group
and the Parent Company’s ability to continue to adopt the going concern basis of accounting included:
obtaining an understanding of how management undertook the going concern assessment process to
determine if we considered it to be appropriate for the circumstances;
considering the impact of Covid-19 and Brexit on the Group’s operations and results in the forecast period
to inform stress testing and sensitivity analysis;
obtaining management’s cash flow forecasts underlying the going concern assessment and challenging
management on the key estimates and assumptions within the forecasts, including revenue and cost
projections; and
re-performing down side stress testing and sensitivity analysis on the key assumptions to determine
whether a reasonable change in assumptions could indicate a material uncertainty.
Based on the work we have performed, we have not identified any material uncertainties relating to events or
conditions that, individually or collectively, may cast significant doubt on the Group’s and Parent Company’s
ability to continue as a going concern for a period of at least twelve months from when the financial statements
are authorised for issue.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the
relevant sections of this report.
Overview
Coverage1
89% (2019: 89%) of Group revenue
Key audit matters
Impact of Covid-19 and Brexit
Revenue recognition
Valuation of goodwill and intangibles
2020
2019
Valuation of goodwill and intangibles is no longer considered to be
a key audit matter because it has been included in the wider risk
relating to the impact of Covid-19 and Brexit.
Materiality
Group financial statements as a whole
£480,000 (2019: £500,000) based on 1% (2019: 1%) of revenue
1 These are areas which have been subject to a full scope audit by the group engagement team
35
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
SCIENCE IN SPORT PLC
An overview of the scope of our audit
Our Group audit was scoped by obtaining an understanding of the Group and its environment, including the
Group’s system of internal control, and assessing the risks of material misstatement in the financial statements.
We also addressed the risk of management override of internal controls, including assessing whether there
was evidence of bias by the Directors that may have represented a risk of material misstatement.
We analysed the key financial metrics of the group’s components to determine those we consider to be
financially significant to the group. Science in Sport plc, SiS (Science in Sport) Limited and PhD Nutrition
Limited were considered to be significant components. As such, these companies were subject to full scope
audits to their respective component materiality. All significant component audits were performed by BDO LLP.
The group includes subsidiaries based in Australia, the USA and Italy. Based on their percentage contribution
to key financial metrics, our scoping deemed these components to be non-significant to the group. As such,
they were not in scope for a full component audit. However our approach included performing specific audit
procedures on revenue cut-off, inventory and overheads by the group audit team.
We considered each key audit matter identified below in respect of the non-significant components and
determined that these risks were appropriately addressed through our work performed at a group level.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit
of the financial statements of the current period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) that we identified, including those which had the greatest effect on:
the overall audit strategy, the allocation of resources in the audit, and directing the efforts of the engagement
team. These matters were addressed in the context of our audit of the financial statements as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters. In addition to the
matter discussed in the Conclusions relating to going concern section above, we identified the following key
audit matters.
36
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
SCIENCE IN SPORT PLC
Key audit matter
Revenue
recognition
The
Group’s
revenue
recognition
policy is
included
within the
accounting
policies in
note 1.7
and the
components
of revenue
are set out
in note 4.
The Group’s reported
revenue is a key
performance indicator for the
market and is a key metric in
the Group’s short and long
term incentive schemes used
to incentivise directors, key
management personnel and
staff. Due to the incentive
that exists to overstate
revenue we have considered
a significant risk to be
present over the existence
and accuracy of revenue, in
particular in relation to the
correct cut-off around the
period end.
In addition the Group enters
into commercial
arrangements with its
customers to offer
promotional discounts,
rebates and customer loyalty
programs. Due to the
potentially complex and
varying nature of these
arrangements there is a risk
that they are not
appropriately accounted for
and as a result revenue is
misstated.
How the scope of our audit addressed the key audit
matter
We reviewed the revenue recognition policies applied to
each of the Group’s revenue streams, in particular those
relating to volume rebates and discounts and considered
their compliance with relevant accounting standards.
We agreed revenue recognised in the year to external
confirmations for a selection of large customers.
We tested a sample of revenue transactions in the year to
check that revenue was correctly recorded within the
accounting system The testing was performed through
agreement of recorded revenue to proof of delivery and
cash receipt.
We agreed a sample of items recognised around the year-
end to proof of delivery to check that revenue has been
correctly recorded in the period. This was performed with
reference to the Group’s terms and conditions of sale.
We agreed a sample of transactions falling outside of the
normal revenue transaction cycle (which constitute outliers
from our expectation) to supporting documentation.
We checked the value of credit notes issued after the year
end to assess the completeness of the commercial accruals
and the existence of revenue recorded at year end.
We tested on a sample basis, the calculation of year end
promotional discount, product rebate and customer loyalty
program accruals, obtaining documentation (e.g. contracts
and supporting sales data) to support the completeness
and measurement of the accruals balance.
Key observations:
Based on the results of our work we consider that revenue
has been recognised in accordance with the Group’s
revenue recognition accounting policy and the requirements
of relevant accounting standards.
37
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
SCIENCE IN SPORT PLC
Key audit matter
Impact of
Covid-19
and Brexit
The
Group’s
accounting
policy for
intangible
assets is
included
within the
accounting
policies in
note 1.16
and the
significant
judgements
are set out
in note
1.27.
The Covid-19 pandemic has
had a significant impact on
the global economy, customer
behaviour and associated
cash flows. This is
compounded by continued
uncertainty surrounding the
terms of the UK’s trading
relationship with the EU post-
Brexit.
Given the significant impact of
these events we consider a
need to focus on a wider
range of judgements
impacting the business
including the carrying value of
assets and projected future
cash flows in the context of
going concern and
impairment assessments.
The
components
of intangible
assets are
set out in
note 11.
Disclosures
relating to
going
concern are
set out in
note 1.5.
As discussed in the
Conclusions relating to going
concern section above,
uncertainty caused by both
Covid-19 and Brexit has
resulted in a significant risk in
respect of the robustness of
management’s assessment of
the impact on the business
and the consideration of
going concern, including
consideration of severe but
plausible downside scenarios.
Due to the significance of
these matters we also
considered it important to
challenge the adequacy of
disclosures relating to going
concern and impairment
assessments including the
key assumptions made in the
Annual Report.
How the scope of our audit addressed the key audit
matter
We obtained management’s forecasts underlying the
impairment review and;
checked the mathematical accuracy of the cash
flow forecast and impairment models;
agreed budgeted performance data to board
approved budgets;
checked the assumptions used were consistent
with forecasts used for the going concern
assessment;
critically assessed management’s key estimates
and assumptions within the forecasts, including
revenue and cost projections, agreeing to
supporting evidence and explanations provided by
management as well as comparing to available
external data;
used our own valuation experts to develop a
discount rate expectation and compared this to the
rate used by management; and
re-performed down side stress testing and
sensitivity analysis on the key assumptions,
incorporating the ongoing impact of Covid-19 and
Brexit, to determine whether a reasonable change
in assumptions could change conclusions reached
by management.
We have considered the potential impact of Covid-19 and
Brexit on the balance sheet, specifically around the
potential impairment of intangible assets.
Our evaluation of the impact of Covid-19 and Brexit on the
application of the going concern basis of preparation is
included in the Conclusions relating to going concern
section of our report above.
We have assessed whether the group’s disclosures of the
key risks and estimates, including downside scenario
stress testing and sensitivity analysis are complete,
transparent and understandable.
Key observations:
Based on the results of our work we consider that
management’s assessment of the impact of Covid-19 and
Brexit is robust and that the disclosures within the Annual
Report are adequate.
38
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
SCIENCE IN SPORT PLC
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of
misstatements. We consider materiality to be the magnitude by which misstatements, including omissions,
could influence the economic decisions of reasonable users that are taken on the basis of the financial
statements.
In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we
use a lower materiality level, performance materiality, to determine the extent of testing needed. Importantly,
misstatements below these levels will not necessarily be evaluated as immaterial as we also take account of
the nature of identified misstatements, and the particular circumstances of their occurrence, when evaluating
their effect on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole and
performance materiality as follows:
Group financial statements
Parent company financial statements
2020
£
480,000
0.95% of Group
revenue
2019
£
500,000
1% of Group
revenue
2020
£
250,000
0.35% of Net
assets
2019
£
250,000
0.4% of Net assets
Revenue is a key performance indicator for
the market. As a business at the current
stage of its lifecycle, the main focus of the
group is revenue generation. Whilst
underlying loss before tax is still a key
metric, it is not considered to be an
appropriate benchmark for determining
materiality as the Group continues to make
losses as part of a strategic decision to
invest for revenue growth.
Considered the most appropriate as it
most accurately reflects the Parent
Company’s status as a non- trading
holding company.
360,000
375,000
187,500
187,500
75% of Group
materiality
75% of Group
materiality
75% of Parent
Company
materiality
75% of Parent
Company
materiality
In setting the level of performance materiality we have considered the level of specific
risk associated with the audit, based on historical findings and potential for aggregation
and sampling risk across the group.
Materiality
Basis for
determining
materiality
Rationale for
the benchmark
applied
Performance
materiality
Basis for
determining
performance
materiality
Rationale for
the benchmark
applied
Component materiality
We set materiality for each component of the Group based on a percentage of between 52% and 73% of
Group materiality dependent on the size and our assessment of the risk of material misstatement of that
component. Component materiality ranged from £250,000 to £350,000. In the audit of each component, we
further applied performance materiality levels of 75% of the component materiality to our testing to ensure that
the risk of errors exceeding component materiality was appropriately mitigated.
39
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
SCIENCE IN SPORT PLC
Reporting threshold
We agreed with the Audit Committee that we would report to them all individual audit differences in excess of
£9,600 (2019:£10,000). We also agreed to report differences below this threshold that, in our view, warranted
reporting on qualitative grounds.
Other information
The directors are responsible for the other information. The other information comprises the information
included in the annual report and accounts other than the financial statements and our auditor’s report thereon.
Our opinion on the financial statements does not cover the other information and, except to the extent
otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our
responsibility is to read the other information and, in doing so, consider whether the other information is
materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or
otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether this gives rise to a material misstatement in the financial
statements themselves. If, based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Other Companies Act 2006 reporting
Based on the responsibilities described below and our work performed during the course of the audit, we are
required by the Companies Act 2006 and ISAs (UK) to report on certain opinions and matters as described
below.
Strategic
report and
Directors’
report
Matters on
which we
are
required to
report by
exception
In our opinion, based on the work undertaken in the course of the audit:
the information given in the Strategic report and the Directors’ report for the financial year
for which the financial statements are prepared is consistent with the financial statements;
and
the Strategic report and the Directors’ report have been prepared in accordance with
applicable legal requirements.
In the light of the knowledge and understanding of the Group and Parent Company and its
environment obtained in the course of the audit, we have not identified material
misstatements in the strategic report or the Directors’ report.
We have nothing to report in respect of the following matters in relation to which the
Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept by the Parent Company, or returns
adequate for our audit have not been received from branches not visited by us; or
the Parent Company financial statements are not in agreement with the accounting
records and returns; or
certain disclosures of Directors’ remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of Directors
As explained more fully in the Directors’ responsibilities statement, the Directors are responsible for the
preparation of the financial statements and for being satisfied that they give a true and fair view, and for such
internal control as the Directors determine is necessary to enable the preparation of financial statements that
are free from material misstatement, whether due to fraud or error.
40
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
SCIENCE IN SPORT PLC
In preparing the financial statements, the Directors are responsible for assessing the Group’s and the Parent
Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or
the Parent Company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these financial statements.
Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of
irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities,
including fraud is detailed below:
Identifying and assessing potential risks
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and
non-compliance with laws and regulations, our procedures included the following:
Obtaining an understanding of the legal and regulatory frameworks applicable to the group, focusing on
those laws and regulations that had a direct effect on the financial statements or that had a fundamental
effect on the operations of the group. The significant laws and regulations we considered in this context
included the UK Companies Act, the accounting framework, relevant tax legislation and regulations
applicable to food hygiene and safety.
enquiring of management and the audit committee, including obtaining and reviewing supporting
documentation, concerning the group’s policies and procedures relating to:
o
o
o
identifying, evaluating and complying with laws and regulations and whether they were aware of
any instances of non-compliance;
detecting and responding to the risks of fraud and whether they have knowledge of any actual,
suspected or alleged fraud; and
the internal controls established to mitigate risks related to fraud or non-compliance with laws
and regulations.
discussing among the engagement team regarding how and where fraud might occur in the financial
statements and any potential indicators of fraud. As part of this discussion, we identified potential for
fraud in revenue recognition, specifically in relation to the estimate of rebates and commercial accruals.
Audit response to risks identified
As a result of performing the above, we identified revenue recognition as a key audit matter. The Key audit
matters section of our report explains the matter in more detail and also describes the specific procedures
we performed in response to the key audit matter.
In addition to the above, our procedures to respond to risks identified included the following:
reviewing the financial statement disclosures and testing to supporting documentation to assess
compliance with relevant laws and regulations discussed above;
enquiring of management and the audit committee concerning actual and potential litigation and claims;
performing analytical procedures to identify any unusual or unexpected relationships that may indicate
risks of material misstatement due to fraud;
reading minutes of meetings of those charged with governance and reviewing correspondence with
HMRC; and
41
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
SCIENCE IN SPORT PLC
in addressing the risk of fraud through management override of controls, testing the appropriateness of
journal entries and other adjustments; assessing whether the judgements made in making accounting
estimates are indicative of a potential bias; and evaluating the business rationale of any significant
transactions that are unusual or outside the normal course of business.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement
team members and remained alert to any indications of fraud or non-compliance with laws and regulations
throughout the audit.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements,
recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not
detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery,
misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and
the further removed non-compliance with laws and regulations is from the events and transactions reflected in
the financial statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Use of our report
This report is made solely to the Parent Company’s members, as a body, in accordance with Chapter 3 of Part
16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Parent
Company’s members those matters we are required to state to them in an auditor’s report and for no other
purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other
than the Parent Company and the Parent Company’s members as a body, for our audit work, for this report,
or for the opinions we have formed.
Daniel Henwood (Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory Auditor
Reading, UK
16 March 2021
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
42
FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Notes
4
5
6
9
Year
ended
31 December
2020
£’000
Year
ended
31 December
2019
£’000
50,351
(25,755)
24,596
(26,833)
(2,237)
43
(79)
(2,273)
545
(1,728)
171
(25)
(32)
(1,614)
50,573
(28,366)
22,207
(27,252)
(5,045)
4
(23)
(5,064)
(554)
(5,618)
(181)
67
33
(5,699)
10
(1.3p)
(4.6p)
Revenue
Cost of goods
Gross profit
Operating expenses
Loss from operations
Finance income
Finance cost
Loss before taxation
Taxation benefit / (expense)
Loss for the year
Other comprehensive income
Cash flow hedges
Exchange differences on translation of foreign operations
Income tax relating to these items
Total comprehensive loss for the year
Loss per share to owners of the parent
Basic and diluted – pence
All amounts relate to continuing operations.
The notes on pages 47 to 72 form part of these consolidated financial statements.
43
FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Company number: 08535116
Intangible assets
Right of use assets
Property, plant and equipment
Deferred tax asset
Total non-current assets
Inventories
Trade and other receivables
Cash and cash equivalents
Total current assets
Total assets
Trade and other payables
Lease liabilities
Hire purchase agreement
Derivative financial liabilities
Total current liabilities
Lease liabilities
Hire purchase agreement
Deferred tax liability
Total non-current liabilities
Total liabilities
Notes
11
18
12
17
13
14
15
16
18
26
25
18
26
17
Net assets
Capital and reserves attributable to owners of the Parent company
Share capital
Share premium reserve
Employee benefit trust reserve
Other reserve
Foreign exchange reserve
Cash flow hedge reserve
Retained deficit
Total equity
19
As at
31 December
2020
£’000
32,099
520
1,847
1,203
35,669
6,974
9,841
10,466
27,281
As at
31
December
2019
£’000
33,066
689
1,771
919
36,445
6,141
10,927
5,371
22,439
62,950
58,884
(11,838)
(134)
(75)
(10)
(12,057)
(412)
(239)
(2,195)
(2,846)
(9,954)
(164)
(77)
(181)
(10,376)
(530)
(309)
(2,472)
(3,311)
(14,903)
(13,687)
48,047
45,197
13,510
51,839
(191)
(907)
(55)
(9)
(16,140)
48,047
12,282
48,829
(193)
(907)
(30)
(148)
(14,636)
45,197
These consolidated financial statements were approved and authorised for issue by the Board on 16 March
2021 and signed on its behalf by:
STEPHEN MOON
Director
The notes on pages 47 to 72 form part of these consolidated financial statements.
44
FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF CASH FLOWS
Notes
11
18
12
9
Cash flows from operating activities
Loss for the financial year
Adjustments for:
Amortisation
Amortisation of right-of-use asset
Depreciation
Taxation
Share based payment charge
Operating cash inflow / (outflow) before changes in
working capital
Changes in inventories
Changes in trade and other receivables
Changes in trade and other payables
Total cash inflow / (outflow) from operations
Cash flow from investing activities
Purchase of property, plant and equipment
Purchase of intangible assets
Net cash inflow / (outflow) from investing activities
12
11
Cash flow from financing activities
Gross proceeds from issue of share capital
Principal repayments of lease liabilities
Interest paid on lease liabilities
Finance income
Share issue costs
Net cash inflow / (outflow) from financing activities
Net increase / (decrease) in cash and cash equivalents
Opening cash and cash equivalents
Closing cash and cash equivalents
15
The notes on pages 47 to 72 form part of these consolidated financial statements.
Year
ended
31
December
2020
£’000
Year
ended
31 December
2019
£’000
(1,728)
(5,618)
2,384
169
615
(545)
226
1,121
(833)
1,086
1,770
3,144
(697)
(1,417)
(2,114)
4,544
(148)
(25)
-
(306)
4,065
5,095
5,371
10,466
2,129
156
489
554
1,165
(1,125)
961
(1,988)
2,072
(80)
(920)
(1,453)
(2,373)
–
(150)
(24)
(4)
–
(178)
(2,631)
8,002
5,371
45
FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Share
capital
£’000
Share
premium
£’000
Employee
Benefit
Trust
reserve
£’000
Other
reserve
£’000
Foreign
exchange
reserve
£’000
Cash flow
hedge
reserve
£’000
Retained
deficit Total equity
£’000
£’000
At 31 December 2018
12,197
48,464
(372)
(907)
Total comprehensive loss for the year
Transactions with owners
Issued in return for sponsorship services
Issue of shares held by EBT to employees
Share based payments
At 31 December 2019
Transactions with owners
Issue of shares
Transaction costs of placing
Issue of shares held by EBT to employees
Share based payments
At 31 December 2020
–
85
–
–
–
365
–
–
–
–
179
–
–
–
–
–
(97)
67
–
–
–
–
(9,468)
49,817
(148)
(5,618)
(5,699)
–
–
–
(450)
(179)
1,079
–
–
1,079
12,282
48,829
(193)
(907)
(30)
(148)
(14,636)
45,197
1,228
–
–
–
3,316
(306)
–
–
–
–
–
2
–
–
–
–
–
–
(25)
139
(1,728)
(1,614)
–
–
–
–
–
–
–
–
–
–
(2)
226
4,544
(306)
–
226
13,510
51,839
(191)
(907)
(55)
(9)
(16,140)
48,047
Total comprehensive loss for the year
–
–
The notes on pages 47 to 72 form part of these consolidated financial statements.
46
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1.
Accounting policies
1.1
General Information
Science in Sport plc (the “Company” and together with its subsidiaries “SIS” or the “Group”) is a public
limited company incorporated and domiciled in England and Wales (registration number 08535116).
The address of the registered office is 2nd Floor, 16 - 18 Hatton Garden, Farringdon, London EC1N
8AT. The functional and presentation currency is Pounds Sterling and the financial statements are
rounded to the nearest £1,000.
The main activities of the Group are those of developing, manufacturing and marketing sports nutrition
products for professional athletes and sports enthusiasts.
1.2
Basis of preparation
The Company has elected to prepare its Parent company financial statements in accordance with
International Accounting Standards in conformity with the requirements of the Companies Act 2006
(“adopted IFRS”) and as applied in accordance with the provisions of the Companies Act 2006, and
these are set out on pages 73 to 78.
The financial statements are prepared for the year ended 31 December 2020.
The Group’s financial statements have been prepared in accordance with adopted IFRS, and those
parts of the Companies Act 2006 that are applicable to financial statements prepared in accordance
with IFRS. The Group’s financial statements have been prepared on the historical cost basis except
for financial instruments that are measured at fair values, as explained in the accounting policies below.
Historical cost is generally based on the fair value of the consideration given in exchange for assets.
The accounting policies set out below have been applied to all periods presented in these Group
financial statements and are in accordance with International Accounting Standards in conformity with
the requirements of the Companies Act 2006 that were applicable for the period ended 31 December
2020.
1.3
New accounting standards, interpretations and amendments adopted by the Group
The Group has adopted the new interpretations and revised standards effective for the year ended 31
December 2020, none of which has had a significant impact on the Group. The new adopted in the
annual financial statements for the year ended 31 December 2020 are:
Definitions of a Business (Amendments to IFRS 3);
Interest Rate Benchmark Reform – IBOR ‘phase 2’ (Amendments to IFRS 9, IAS 39 and IFRS
7); and
COVID-19 Related Rent Concessions (Amendments to IFRS 16).
1.4
New standards, interpretations and amendments not yet effective
There are a number of standards, amendments to standards and interpretations which have been
issued by the IASB that are effective which the Group decided not to adopt early.
The following amendments are effective for the period beginning 1 January 2022:
Onerous Contracts – Cost of Fulfilling a Contract (Amendments to IAS 37);
Property, Plant and Equipment: Proceeds before intended Use (Amendments to IAS 16);
Annual Improvements to IFRS Standards 2018 – 2020 (Amendments to IFRS 1, IFRS 9, IFRS
16 and IAS 41); and
References to Conceptual Framework (Amendments to IFRS 3).
These accounting standards and amendments are not expected to have a material impact on the
Group.
47
FINANCIAL STATEMENTS
1.
Accounting policies (continued)
1.5
Going concern
The Group’s business activities, together with the factors likely to affect its future development,
performance and financial position, are set out in the Strategic report. The risks that the business faces
in the coming year, including the current economic climate, Covid19, and the mitigating actions which
address these risks are set out in pages 12 to 13.
As at 31 December 2020, the Group had cash balances of £10.5m (2019: £5.4m). The net increase in
cash and cash equivalents in the year ended 31 December 2020 was £5.1m (2019: £2.6m decrease),
of which £4.2m was due to an equity raise in April 2020. The Group made a loss after tax for the year
attributable to owners of the parent of £1.7m (2019: loss of £5.6m) and expects to make a further loss
after tax in the year ending 31 December 2021.
In 2020 we demonstrated the resilience of the business to withstand the Covid-19 pandemic impact,
growing cash and underlying EBITDA whilst holding sales flat. Despite the decline in UK retail and
export sales consumers chose to increasingly purchase online. This accelerated our online growth to
39% in the year. Online growth is one of the pillars of our proven strategy and we increasingly invested
in this channel throughout 2020.
As the extended UK and international lockdown restrictions impacted consumer demand and revenue
growth, management took pro-active and decisive steps to improve profitability and generate operating
cashflow. Sensitivity analysis and scenario planning different revenue outcomes stress tested potential
impacts on the cash position of the business, ensuring that appropriate action was taken on a timely
basis to maintain sufficient liquidity and resources in place.
The Directors have reviewed the Group’s budgets and projected cash flow forecasts for the period to
31 December 2022 and in doing so considered reasonable, possible changes over the forecast period.
We then conducted more extreme scenarios whereby Covid-19 impacts worsen in 2021 and even
continue into 2022. Following this we performed reverse stress test analysis to understand the
combination of factors required to drive a nil cash balance by end 2022. In all these scenarios the £8m
flexible credit facility agreed with HSBC remained untouched.
Accordingly, the Directors have a reasonable expectation that the Company will have sufficient cash
to meet liabilities as they fall due for a period of at least 12 months from the date of approval of these
financial statements. For these reasons, they continue to adopt the going concern basis of accounting
in preparing the annual financial statements.
1.6
Basis of consolidation
Where the company has control over an investee, it is classified as a subsidiary. The company controls
an investee if all three of the following elements are present: power over the investee, exposure to
variable returns from the investee, and the ability of the investor to use its power to affect those variable
returns. Control is reassessed whenever facts and circumstances indicate that there may be a change
in any of these elements of control.
The consolidated financial statements present the results of the company and its subsidiaries ("the
Group") as if they formed a single entity. Intercompany transactions and balances between group
companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the
acquisition method. In the statement of financial position, the acquiree's identifiable assets, liabilities
and contingent liabilities are initially recognised at their fair values at the acquisition date. The results
of acquired operations are included in the consolidated statement of comprehensive income from the
date on which control is obtained. They are deconsolidated from the date on which control ceases.
48
FINANCIAL STATEMENTS
1.
Accounting policies (continued)
1.7
Revenue
(i) Performance obligations and timing of revenue recognition
The group’s revenue is derived from selling goods with revenue recognised at a point in time when
control of the goods has transferred to the customer. Revenue from sales to external customers is
recognised when goods are despatched. There is limited judgment needed in identifying the point at
which the performance obligation is satisfied.
(ii) Determining the transaction price
Most of the group’s revenue is derived from fixed price contracts and therefore the amount of revenue
to be earned from each contract is determined by reference to those fixed prices. Variable
consideration relating to volume rebates has been constrained in estimating contract revenue in order
that it is highly probable that there will not be a future reversal in the amount of revenue recognised
when the amount of volume rebates has been determined.
(iii) Allocating amounts to performance obligations
For most contracts, there is a fixed unit price for each product sold, with discounts given for bulk orders
placed at a specific time. Therefore, there is no judgement involved in allocating the contract price to
each unit ordered in such contracts (it is the total contract price divided by the number of units ordered).
Where a customer orders more than one product line, the Group is able to determine the split of the
total contract price between each product line by reference to each products standalone selling price.
All product lines are capable of being, and are, sold separately.
Sales rebate and discount reserves are established based on management’s best estimate of the
amounts necessary to meet claims by customers in respect of these rebates and discounts. A refund
liability is made at the time of sale and updated at the end of each reporting period for changes in
circumstances.
1.8
Segment reporting
The Directors have determined that two operating segments exist under the terms of IFRS 8 ‘Operating
Segments’. The Group is organised between SiS and PhD Nutrition.
1.9
Use of non-GAAP profit measure – underlying EBITDA
The Directors believe that the operating profit / (loss) before depreciation, amortisation, share based
payments, costs relating to the acquisition of PhD and subsequent restructuring as a measure provides
additional useful information for Shareholders on underlying trends and performance. This measure is
used for internal performance analysis. Underlying EBITDA is not defined by IFRS and therefore may
not be directly comparable with other companies’ adjusted profit measures. It is not intended to be a
substitute for, or superior to IFRS measurements of profit.
A reconciliation of the underlying EBITDA to statutory operating loss is provided below:
Loss from operations
PhD acquisition and integration costs
Share-based payment expense
Depreciation & amortisation
Foreign exchange variances on intercompany balances
Underlying EBITDA
2020
(£’000)
(2,237)
-
226
3,168
(71)
1,086
2019
(£’000)
(5,045)
637
1,165
2,774
297
(172)
1 excludes depreciation, amortisation, non-cash share-based payments, costs relating to the acquisition and integration of
PhD Nutrition and foreign exchange variances on intercompany balances
49
FINANCIAL STATEMENTS
1.
Accounting policies (continued)
1.10 Foreign currency translation
Foreign currency transactions are translated into the functional currency using the exchange rates
prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the
settlement of such transactions and from the translation at period end exchange rates of monetary
assets and liabilities denominated in foreign currencies are recognised in profit or loss.
Foreign subsidiaries are retranslated using the closing rate method and foreign exchange gains and
losses on translation are recognised through other comprehensive income. The exchange differences
are held in a separate reserve and will be recycled to the profit or loss on disposal of the subsidiary.
1.11 Employee benefits
(i) Defined contribution plans
The Group provides retirement benefits to a number of employees and Executive Directors. The assets
of these schemes are held separately from those of the Group in independently administered funds.
Contributions made by the Group are charged to profit or loss in the period in which they become
payable.
(ii) Accrued holiday pay
Provision has been made at the reporting date for holidays accrued but not taken at the salary of the
relevant employee at that date.
1.12
Interest income
Interest income is recognised on a time-proportion basis using the effective interest rate method.
1.13 Research and development
Expenditure on research and development activities of internal projects is written off as incurred unless
the criteria are met to recognise an intangible asset in accordance with IAS 38 ‘Intangible assets’.
Development costs that are directly attributable to the design and testing of identifiable and unique
products controlled by the Group are capitalised as intangible assets only when the following criteria
are met: (i) it is technically feasible to complete the product so that it will be available for use; (ii) the
Directors intend to complete the product and use it; (iii) there is an ability to use the product; (iv) it can
be demonstrated how the product will generate probable future economic benefits; (v) adequate
technical, financial and other resources to complete the development and use the product are
available; and (vi) the expenditure attributable to the product during its development can be measured
reliably.
Directly attributable costs that are capitalised include relevant employee costs. Capitalised
development costs are amortised on a straight line basis over a period of five years from the date that
the product is brought into first use. The directors consider that five years represents the usual period
over which the main benefits of a new product are gained by the Group.
1.14 Taxation
Current tax is provided at amounts expected to be recovered or to be paid using the tax rates and tax
laws that have been enacted or substantively enacted at the reporting date. When research and
development tax
credits are claimed, they are recognised on an accruals basis and are included as a grant and are
taken above the line as a credit to expenditure. Tax credits are included in underlying operating loss.
50
FINANCIAL STATEMENTS
1.
Accounting policies (continued)
1.14 Taxation (continued)
Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability
differs from its tax base, except for differences arising on:
The initial recognition of goodwill;
The initial recognition of an asset or liability in a transaction which is not a business combination
and at the time of the transaction affects neither accounting or taxable profit; and
Investments in subsidiaries where the Company can control the timing of the reversal of the
difference and it is probable that the difference will not reverse in the foreseeable future.
Recognition of deferred tax assets is restricted to those instances where it is probable that taxable
profits will be available against which the difference can be utilised.
The amount of the asset or liability is determined using tax rates that have been enacted or
substantively enacted by the reporting date and are expected to apply when the deferred tax
liabilities/(assets) are settled/(recovered). Deferred tax balances are not discounted.
1.15 Goodwill
Goodwill represents the excess of the cost of a business combination over the Group's interest in the
fair value of identifiable assets, liabilities and contingent liabilities acquired. Cost comprises the fair
value of assets given, liabilities assumed and equity instruments issued. No contingent consideration
has been paid. Direct costs of acquisition are recognised immediately as an expense.
Goodwill is capitalised as an intangible asset with any impairment in carrying value being charged to
the consolidated statement of comprehensive income. Where the fair value of identifiable assets,
liabilities and contingent liabilities exceed the fair value of consideration paid, the excess is credited in
full to the consolidated statement of comprehensive income on the acquisition date.
1.16
Intangible assets
(i) Externally acquired intangibles
Externally acquired intangible assets are initially recognised at cost less impairment and subsequently
amortised on a straight line basis over their expected useful economic lives. Intangible assets are
recognised on business combinations if they are separable from the acquired entity or give rise to
other contractual/legal rights. The amounts ascribed to such intangibles are arrived at by using
appropriate valuation techniques.
The significant intangibles recognised by the Group, their useful economic lives and the methods used
to determine the cost of intangibles acquired in a business combination are as follows:
Brands
Customer relationships
(ii) Internally generated intangible assets
Useful economic life
10 years
10 years
Valuation method
Relief from royalty
Multi period excess earnings
Expenditure on internally developed products is capitalised if it can be demonstrated that; it is
technically feasible to develop the product for it to be sold, adequate resources are available to
complete the development, there is an intention to complete and sell the product, the Group is able to
sell the product, sale of the product will generate future economic benefits, and expenditure on the
project can be measured reliably.
51
FINANCIAL STATEMENTS
1.
Accounting policies (continued)
1.16
Intangible assets (continued)
Capitalised development costs are amortised over the periods the Group expects to benefit from
selling the products developed. The amortisation expense is included within the administrative
expenses in the consolidated statement of comprehensive income. Development expenditure not
satisfying the above criteria and expenditure on the research phase of internal projects are recognised
in the consolidated statement of comprehensive income as incurred.
Website and software development
Product development
1.17
Impairment of tangible and intangible assets
Useful economic life
5 years
5 years
Impairment tests on goodwill and other intangible assets with indefinite useful economic lives are
undertaken annually at the financial year end. Other non-financial assets are subject to impairment
tests whenever events or changes in circumstances indicate that their carrying amount may not be
recoverable. Where the carrying value of an asset exceeds its recoverable amount (i.e. the higher of
value in use and fair value less costs to sell), the asset is written down accordingly.
Where it is not possible to estimate the recoverable amount of an individual asset, the impairment test
is carried out on the smallest group of assets to which it belongs for which there are separately
identifiable cash flows; its cash generating units ('CGUs'). Goodwill is allocated on initial recognition to
each of the Group's CGUs that are expected to benefit from a business combination that gives rise to
the goodwill. Impairment charges are included in profit or loss, except to the extent they reverse gains
previously recognised in other comprehensive income. An impairment loss recognised for goodwill is
not reversed. All goodwill relates to the Group’s acquisition of PhD Nutrition which forms an individual
CGU.
1.18 Property, plant and equipment
Plant and equipment assets are stated at cost. Cost includes expenditure that is directly attributable
to the acquisition of the items. Depreciation is charged to profit or loss on all plant and equipment at
rates calculated to write off the cost or valuation, less estimated residual value, of each asset on a
straight line basis over their estimated useful lives, which is:
Leasehold improvements
Plant and machinery
Fixtures, fittings, computer equipment
Motor vehicles
Useful economic life
Over length of the lease
4 – 15 years
4 years
4 years
The assets’ residual values and useful lives are determined by the Directors and reviewed and
adjusted if appropriate at each reporting date in accordance with the Group policy for impairment of
assets.
52
FINANCIAL STATEMENTS
1.
Accounting policies (continued)
1.19
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is calculated as follows:
Category
Raw materials
Work in progress and finished goods
Basis
- cost of purchase on a first in, first out basis.
- cost of raw materials and labour, together with
attributable overheads based on the normal level of
activity.
Net realisable value is based on estimated selling price less further costs to completion and disposal.
A charge is made to profit or loss for slow moving inventories. The charge is reviewed at each reporting
date.
1.20
Financial Instruments
Financial instruments are classified according to the substance of the contractual arrangements into
which the Group enters.
Financial assets
On initial recognition, financial assets are classified as either fair value through profit and loss, fair
value through other comprehensive income or amortised cost. The classification depends on the
purpose for which the financial assets were acquired.
Fair value through other comprehensive income assets comprises of hedged assets. They are carried
in the Consolidated Statement of Financial Position at fair value with changes in fair value recognised
in the
Consolidated Statement of Comprehensive Income. There are no other assets classified as fair value
through other comprehensive income.
Amortised cost assets are non-derivative financial assets with fixed or determinable payments that are
not quoted on an active market. They arise principally through the provision of services to customers
(e.g. trade receivables). But also incorporate other types of financial assets where the objective is to
hold these assets in order to collect contractual cash flows and the contractual cash flows are solely
payments of principal and interest.
The Group’s assets at amortised cost comprise trade and other receivables and cash and cash
equivalents including cash held at bank.
The Group applies the simplified approach under IFRS 9 for measuring expected credit losses using
a lifetime expected credit loss provision for trade receivables. To measure expected credit losses on
a collective basis, trade receivables are grouped based on similar credit risk and ageing. Expected
loss rates are based on historical credit losses experienced and are then adjusted for current and
forward-looking information on factors affecting the Group’s customers.
Financial liabilities
Financial liabilities are recognised when, and only when, the Group becomes a party to the contractual
provisions of the financial instrument. Financial liabilities are recognised initially at fair value plus
directly attributable transaction costs and subsequently measured at amortised cost using the effective
interest method.
A financial liability is de-recognised when the obligation under the liability is discharged, cancelled or
expires. When an existing financial liability is replaced by another from the same party on substantially
different terms, or the terms of an existing liability are substantially modified, such an exchange or
modification is treated as a de-recognition of the original liability and the recognition of a new liability,
and the difference in the respective carrying amounts is recognised in the income statement.
53
FINANCIAL STATEMENTS
1.
Accounting policies (continued)
1.21 Hedge accounting
Hedge accounting is applied to financial assets and financial liabilities only when the following criteria
are met:
At the inception of the hedge there is a formal designation and documentation of the hedging
relationship, and the Group’s risk management objective and strategy for undertaking the hedge;
The hedged relationship meets all the hedge effectiveness requirements including that an
economic relationship exists between the hedged item and the hedging instrument, the credit risk
effect does not dominate value changes, and the hedge ratio is designated based on the actual
quantities of the hedged item and hedging instrument.
Cash flow hedges
The effective part of forward contracts designated as a hedge of the variability in cash flows of foreign
currency risk arising from firm commitments, and highly probable forecast transactions, are measured
at fair value with changes in fair value recognised in other comprehensive income and accumulated in
the cash flow hedge reserve, within other reserves. The Group uses such contracts to fix the cost of
foreign currency transactions in the functional currency of the Group entity concerned.
1.22 Cash and cash equivalents
Cash and cash equivalents compromise of cash at bank (PayPal included) and in hand.
1.23 Share capital
Financial instruments issued by the Group are classified as equity only to the extent that they do not
meet the definition of a financial liability or financial asset. The Group's ordinary shares are classified
as equity instruments.
1.24 Share based payments
Some employees are granted share options which allow these employees to acquire shares in the
Company, if certain performance conditions are met.
The fair value of share options is recognised as an employee expense in profit or loss with a
corresponding increase in equity. The fair values of options are calculated at the earlier of the date on
which an expectation of the share options arise and the date on which the options are granted. All
options have a £nil exercise price and no market based performance conditions, therefore the fair
value has been calculated using the market value of the shares at the date of grant adjusted for any
non- entitlement to dividends over the vesting period.
The amount recognised as an expense is adjusted to reflect the number of equity instruments vested
or expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over
the vesting period is based on the number of shares that eventually vest.
Where equity instruments are granted to persons other than employees, the consolidated statement
of comprehensive income is charged with the fair value of goods and services received
The social security contributions payable in connection with the grant of the share options is
considered an integral part of the grant itself, and the charge will be treated as a cash settled
transaction.
1.25 Employee Benefit Trust (“EBT”)
As the Group is deemed to have control of the EBT, it is treated as a subsidiary and consolidated for
the purpose of the Group accounts. The EBT’s investment in the Company’s shares is deducted from
shareholders’ funds in the Group statement of financial position as if they were treasury shares.
54
FINANCIAL STATEMENTS
1.
Accounting policies (continued)
1.26 Leases
All leases are accounted for by recognising a right-of-use asset and a lease liability except for Leases
of low value assets; and Leases with a duration of 12 months or less. IFRS 16 was adopted 1 January
2019 without restatement of comparative figures. The following policies apply subsequent to the date
of initial application, 1 January 2019.
Lease liabilities are measured at the present value of the contractual payments due to the lessor over
the lease term, with the discount rate determined by reference to the rate inherent in the lease unless
(as is typically the case) this is not readily determinable, in which case the group’s incremental
borrowing rate on commencement of the lease is used. Variable lease payments are only included in
the measurement of the lease liability if they depend on an index or rate. In such cases, the initial
measurement of the lease liability assumes the variable element will remain unchanged throughout
the lease term. Other variable lease payments are expensed in the period to which they relate.
On initial recognition, the carrying value of the lease liability also includes any penalties payable for
terminating the lease, if the term of the lease has been estimated on the basis of termination option
being exercised.
Right of use assets are initially measured at the amount of the lease liability, reduced for any lease
incentives received, and increased for lease payments made at or before commencement of the lease;
initial direct costs incurred.
Subsequent to initial measurement lease liabilities increase as a result of interest charged at a constant
rate on the balance outstanding and are reduced for lease payments made. Right-of-use assets are
amortised on a straight-line basis over the remaining term of the lease or over the remaining economic
life of the asset if, rarely, this is judged to be shorter than the lease term.
When the group revises its estimate of the term of any lease (because, for example, it re-assesses
the probability of a lessee extension or termination option being exercised), it adjusts the carrying
amount of the lease liability to reflect the payments to make over the revised term, which are
discounted at the same discount rate that applied on lease commencement. The carrying value of
lease liabilities is similarly revised when the variable element of future lease payments dependent on
a rate or index is revised. In both cases an equivalent adjustment is made to the carrying value of the
right-of-use asset, with the revised carrying amount being amortised over the remaining (revised) lease
term.
1.27 Critical accounting estimates and judgements
The preparation of financial information in conformity with IFRS requires the use of certain critical
accounting estimates. It also requires the Directors to exercise their judgement in the process of
applying the accounting policies which are detailed above. These judgements are continually
evaluated by the Directors and management and are based on historical experience and other factors,
including expectations of future events that are believed to be reasonable under the circumstances.
Judgements
(i) Lease recognition on manufacturing plant
The lease has expired on the manufacturing site. Management or the lessor can give 6 months’ notice
for SiS to vacate the property. Management has chosen not to recognise an IFRS 16 lease asset as
this clause is in place and as such have determined that legally the lease currently falls into a duration
of 12 months or less. Judgements made in reaching this decision include: (1) whether the group has
a lease, and (2) What the enforceable period of the lease is by assessing whether the group (as lessee)
and the lessor would have more than an insignificant penalty in exiting the lease. This was determined
by considering the wider economic cost to both parties, including whether the lessor could find a new
tenant and whether the group could find an appropriate alternative location without significant cost, as
well as whether the installation of the new powder line would create a significant penalty with regards
to the cost of moving.
55
FINANCIAL STATEMENTS
1.
Accounting policies (continued)
1.27 Critical accounting estimates and judgements (continued)
Estimates
Estimates are continually made and are based on historic experience and other factors, including
expectations of future events that are believed to be reasonable in the circumstances. As the use of
estimates is inherent in financial reporting, actual results could differ from these estimates. The
Directors believe the following to be the key areas of estimation:
(i) Intangible assets
Intangible assets were recognised on the acquisition of PhD Nutrition in relation to brands and
customer relationships. The fair value of these assets were determined by discounting estimated future
net cash flows generated by the assets. These were assessed based upon management forecasts.
Key assumptions are those regarding discount rates and revenue growth rates.
In the current year the intangible assets recognised on acquisition have been tested for impairment
based on the board approved cash forecast which includes a sales growth rate and gross margin
estimates.
The discount rate used to calculate the present value of the cashflow is based on a WACC analysis
which takes into account estimates of the risk-free rate, equity risk premium and company size
premium.
Further detail is given in note 11, which includes sensitivity analysis performed on managements
estimates.
(ii) Recognition of deferred tax asset
The carrying value of deferred tax assets are disclosed in note 17. The Directors consider it appropriate
to recognise a deferred tax asset in respect of tax losses on the basis that the losses incurred to date
are as a result of the Group’s current strategy to invest in growing revenue and they therefore consider
it reasonable to conclude that suitable taxable profits against which losses can be utilised are able to
be generated in the foreseeable future. PhD Nutrition continues to generate taxable profits and it is
therefore expected that future taxable losses generated by SIS (Science in Sport) Limited will be
eligible to offset against these profits. We have recognised a deferred tax asset of £1.0m in respect
of gross unutilised tax losses of £5.3m. Based on our forecast taxable profits over the next 2 years
only we expect these tax losses to be used and the benefit realised by the group. Total losses carried
forward are £15.5m which we will look to use against future profits.
(iii) Fair value measurement
Assets and liabilities included in the Group’s financial statements that require measurement at, and/or
disclosure of, fair value.
The fair value measurement of the Group’s financial and non-financial assets and liabilities utilises
market observable inputs and data as far as possible. Inputs used in determining fair value
measurements are categorised into different levels based on how observable the inputs used in the
valuation technique utilised are (the ‘fair value hierarchy’):
Level 1: Quoted prices in active markets for identical items (unadjusted)
Level 2: Observable direct or indirect inputs other than Level 1 inputs
Level 3: Unobservable inputs (i.e. not derived from market data).
The classification of an item into the above levels is based on the lowest level of the inputs used that
has a significant effect on the fair value measurement of the item. Transfers of items between levels
are recognised in the period they occur. Currently only the hedging financial instrument is measured
at Fair value, refer to note 25 for more detail.
56
FINANCIAL STATEMENTS
2.
Financial risk management
The Group’s activities inevitably expose it to a variety of financial risks: market risk (including currency risk,
cash flow interest rate risk and fair value interest rate risk), credit risk and liquidity risk.
It is Group policy not to enter into speculative positions using complex financial instruments. The Group’s
primary treasury objective is to minimise exposure to potential capital losses.
(a) Market risk
Foreign exchange risk
The Group operates globally with subsidiaries in the USA, Italy and Australia, and therefore there will be risks
around foreign exchange rates. Refer to note 15 for analysis of cash balances by currency.
The Group primarily enters into contracts which are to be settled in UK Pounds. However, some contracts
involve other major world currencies including the US Dollar, Euro and Australian Dollar.
Cash flow and fair value interest rate risk
The Group’s interest rate risk arises from medium term and short term money market deposits. Deposits which
earn variable rates of interest expose the Group to cash flow interest rate risk. Deposits at fixed rates expose
the Group to fair value interest rate risk. The Group had no fixed rate deposits during the year. The Group
analyses its interest rate exposure on a dynamic basis throughout the year. The Group has no variable
borrowings and therefore no interest rate swaps or other forms of interest risk management have been
undertaken.
As of 31 December, the Group's net exposure to foreign exchange risk was as follows:
AUD $
EUR €
USD $
NZD $
Total
(b) Credit risk
2020
(£’000)
2019
(£’000)
349
745
220
117
332
722
135
113
1,431
1,302
Credit risk arises from cash and cash equivalents and deposits with banks and financial institutions as well as
credit exposure in relation to outstanding receivables. Group policy is to place deposits with institutions with
investment grade A2 or better (Moody’s credit rating).
The Group does not expect any losses from non-performance by these institutions. Management believes that
the carrying value of outstanding receivables and deposits with banks represents the Group’s maximum
exposure to credit risk.
The top 10 customers account for 51% (2019– 42%) of the Group’s revenue and hence there is some risk from
the concentration of customers, the largest single customer is 19% (2019 – 9%) of revenue and is a major
international online business. Further disclosures regarding trade and other receivables are included in Note
14.
(c) 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. Prudent liquidity risk management implies
maintaining sufficient cash and cash equivalents and management monitors rolling forecasts of the Group’s
liquidity on the basis of expected cash flow. The Group had trade and other payables at the reporting date of
£11.8 million (2019 – £10.0 million) as disclosed in note 16.
57
FINANCIAL STATEMENTS
The following table sets out the contractual maturities (representing undiscounted contractual cash-flows) of
financial liabilities:
Up to 3
months
£'000
Between 3
and 12 months
£'000
Between 1
and 2 year
£'000
Between 2
and 5 years
£'000
5,435
19
33
3
5,490
-
56
101
7
164
-
77
140
-
217
-
162
272
-
434
Trade Payables
Hire Purchase
Lease liabilities
Derivative liabilities
Total Financial
(d) Capital risk management
The Group considers its capital to comprise its ordinary share capital, share premium, other reserve and
accumulated retained earnings/deficit as disclosed in the consolidated statement of financial position.
The Group remains funded primarily by equity capital. The Group’s objectives when managing capital are to
safeguard the Group’s ability to continue as a going concern in order to provide returns for equity holders of
the Group and benefits for other Stakeholders and to maintain an optimal capital structure to reduce the cost
of capital. The companies debt and cash position is monitored weekly which ensures these objectives are
being met along with other internal metrics.
3.
Segmental reporting
Operating segments are identified on the basis of internal reporting and decision making. The Group’s Chief
Operating Decision Maker (“CODM”) is considered to be the Board, with support from the senior management
teams, as it is primarily responsible for the allocation of resources to segments and the assessments of
performance by segment.
The Group's reportable segments have been split into the two brands, SiS and PhD Nutrition. Operating
segments are reported in a manner consistent with the internal reporting provided to the CODM as described
above. The single largest customer makes up 19% of revenue and is not separately identified in segmental
reporting.
The Board uses revenue, reviewed regularly, as the key measure of the segment’s performance.
Year ended
31 December 2020
Year ended
31 December 2019
SiS
£'000
25,408
15,665
(5,278)
(4,051)
(748)
5,588
PhD
£'000
24,943
8,931
(2,869)
(1,339)
(87)
4,636
Total
£'000
50,351
24,596
(8,147)
(5,390)
(835)
10,224
(12,461)
(2,237)
SiS
£'000
24,601
13,899
(5,978)
(3,279)
(237)
4,405
PhD
£'000
25,972
8,308
(1,961)
(1,273)
(28)
5,046
Total
£'000
50,573
22,207
(7,939)
(4,552)
(265)
9,451
(14,496)
(5,045)
Sales
Gross profit
Marketing costs
Carriage
Online selling costs
Trading contribution
Other operating expenses
Loss from Operations
58
FINANCIAL STATEMENTS
4.
Revenue from contracts with customers
The group operates four primary sales channels, which form the basis on which management monitor revenue.
UK Retail includes domestic grocers and high street retailers, Digital is sales through the phd.com and
scienceinsport.com platforms, Export relates to retailers and distributors outside of the UK and Market place
relates to online marketplaces such as Amazon and TMall.
Year ended
31 December 2020
Year ended
31 December 2019
SiS
£'000
9,628
4,471
6,411
4,898
PhD
£'000
3,475
4,820
9,683
6,965
Total
£'000
13,103
9,291
16,094
11,863
SiS
£'000
8,619
5,221
8,063
2,698
PhD
£'000
1,551
5,539
13,783
5,099
Total
£'000
10,170
10,760
21,846
7,797
25,408
24,943
50,351
24,601
25,972
50,573
Digital
Export
Retail
Marketplace
Total sales
Turnover by geographic destination of sales may be analysed as follows:
United Kingdom
Europe
Australia
Rest of the World
Total sales
5.
Operating expenses
Sales and marketing costs
Operating costs
Depreciation and amortisation
Share based payment charge (1)
Costs associated with integration of PhD (2)
Administrative expenses
Total operating expenses
Year ended
31 December 2020
£’000
32,968
8,612
1,234
7,537
50,351
Year ended
31 December
2019
£’000
32,751
9,174
1,416
7,232
50,573
Year ended
31 December
2020
£’000
Year ended
31 December
2019
£’000
14,372
9,067
3,168
226
-
12,461
26,833
12,756
9,920
2,774
1,165
637
14,496
27,252
(1)
(2)
Includes associated social security costs of £6,000 (31 December 2019 – £87,000) and consideration
in respect of sponsorship services of £nil (31 December 2019 – £450,000).
Integration costs of PhD Nutrition into the Group amounted to £nil (2019 £637,000) this relates mainly
to restructuring and the powder production line installation.
59
FINANCIAL STATEMENTS
6.
Loss from operations
Loss from operations is stated after charging:
Amortisation of intangible assets
Amortisation of right-of-use assets
Depreciation of property, plant and equipment
Research and development costs
Grant income in respect of research and development tax credits
Marketing costs
Foreign exchange differences on intercompany balances
Year ended
31 December
2020
£’000
Year ended
31 December
2019
£’000
2,384
169
615
383
(128)
8,147
(71)
2,129
156
489
232
(215)
7,939
297
Auditor’s remuneration
The total fees for services provided by the Group’s Auditor are analysed below:
Audit services
- Audit fees in respect of the parent company and consolidation
- Audit fees in respect of the subsidiary accounts
Non- audit services
- Corporation tax compliance
- Other taxation advisory
- Other advisory
Total fees
7.
Wages and salaries
Year ended
31 December
2020
£’000
Year ended
31 December
2019
£’000
31
79
12
5
22
149
23
67
10
32
-
132
The average monthly number of persons, including Directors, employed by the Group was:
Year ended
31 December
2020
Number
Year ended
31 December
2019
Number
Sales and marketing
Manufacturing
Administration
Directors
Their aggregate emoluments were:
Wages and salaries
Directors’ fees
Social security costs
Pension and other staff costs
Total cash settled emoluments
Share based payments – equity settled
Share based payments – social security costs
Total emoluments
71
84
16
5
176
58
72
21
5
156
Year ended
31 December
2020
£’000
Year ended
31 December
2019
£’000
6,965
114
774
177
8,030
220
6
8,256
7,065
120
909
233
8,327
623
87
9,037
60
FINANCIAL STATEMENTS
8.
Directors’ and Key Management Personnel remuneration
Amounts paid to the Directors of the Parent company:
Directors
Aggregate emoluments and fees
Benefits in kind
Pension contributions
Total emoluments
Share based payment remuneration charge: equity settled
Total Directors’ emoluments
Year ended
31 December
2020
£’000
Year ended
31 December
2019
£’000
561
7
-
568
86
654
566
6
6
578
435
1,013
Directors’ fees of £35,000 (2019 – £36,000) for one Director are paid through a Limited Company.
During the year, no Directors participated in defined contribution pension schemes (year ended 31 December
2019 – one).
The number of Directors who participated in the long-term incentive programme was 1 (2019 – 2). Share
options were exercised by no Directors in the current year (2019 – 1).
The highest Director was paid £793,000 which was made up of salaries, LTIP and benefits in kind, the
Remuneration committee calls this out in more detail on pages 30 - 33.
Directors’ emoluments include amounts attributable to benefits in kind comprising private medical insurance
on which the Directors are assessed for tax purposes. The amounts attributable to benefits in kind are stated
at cost to the Group, which is also the tax value of those benefits. Further details of Directors’ emoluments are
included in the Remuneration report.
The aggregate remuneration of members of Key Management Personnel (which includes the Board of
Directors and other Senior Management Personnel) during the year was as follows:
Amounts paid to Key Management Personnel.
Remuneration and short-term benefits
National insurance costs
Post-employment benefits
Share based payments
9.
Taxation
Current tax income
United Kingdom corporation tax
Foreign corporation tax
Total current tax income
Deferred tax
Effect of change in tax rates
Origination and reversal of temporary differences
Tax on benefit / (expense) for the year
Year ended
31 December
2020
£’000
1,455
152
4
137
1,748
Year ended
31 December
2019
£’000
1,430
181
40
678
2,329
Year ended
31 December
2020
£’000
Year ended
31 December
2019
£’000
–
(47)
(47)
–
592
545
–
–
–
(100)
(454)
(554)
61
FINANCIAL STATEMENTS
9.
Taxation (continued)
The tax assessed for the year is different from the standard rate of corporation tax in the UK. The differences
are explained below:
Loss before tax
Loss before tax multiplied by the standard rate of corporation tax
in the UK of 19% (2019 – 19%)
Effects of:
Expenses not deductible for tax purposes
Unprovided deferred tax asset on losses carried forward
Temporary timing differences
Additional deduction for R&D expenditure
Share scheme deduction
Effect of changes in tax rate
Adjustment in respect of prior periods
Excess overseas tax suffered
Other
Total tax credit for the period
Tax on each component of other comprehensive income is as follows
Year ended
31 December
2020
£’000
Year ended
31 December
2019
£’000
2,273
5,064
432
962
(53)
-
-
95
74
-
-
(13)
10
545
(6)
(1,482)
98
(33)
(100)
-
-
7
(554)
Loss recognised on hedging instrument
Exchange gains on the translation of foreign
operations
Total
As at 31 December 2020
As at 31 December 2019
Before
tax
£'000
171
(25)
146
Tax
After
tax
Before
tax
Tax
After
tax
£'000
£'000
£'000 £'000
£'000
(32)
139
(181)
33
(148)
-
(25)
67
-
67
(32)
114
(114)
33
(81)
At 31 December 2020 UK tax losses of the Company available to be carried forward are estimated to be
£15.5m (2019: £14.1m). In the deferred tax note 17 the recoverability of the deferred asset against future
profits is assessed. Deferred tax balances are valued at the rate of 19% in these accounts to the extent that
timing differences are expected to reverse after this later date.
10.
Loss per share
Basic and diluted loss per share is calculated by dividing the loss attributable to owners of the parent by the
weighted average number of Ordinary shares in issue during the period. The exercise of share options would
have the effect of reducing the loss per share and is therefore anti-dilutive under the terms of IAS 33 ‘Earnings
per share’.
Year ended
31 December
2020
Year ended
31 December
2019
Loss for the year attributable to owners of the parent – £’000
(1,728)
(5,618)
Weighted average number of shares
129,372,525
122,716,318
Basic and diluted loss per share - pence
(1.3p)
(4.6p)
The number of vested but unexercised share options is 11,150,449 (2019: 6,080,901).
62
FINANCIAL STATEMENTS
11.
Intangible assets
Goodwill
£’000
Brands
£’000
Customer
relationships
£’000
Website and
software
development
£’000
Product
development
£’000
Cost
At 31 December 2018
Additions
At 31 December 2019
Additions
At 31 December 2020
Amortisation
At 31 December 2018
Charge for year
At 31 December 2019
Charge for year
At 31 December 2020
Net book value
At 31 December 2020
At 31 December 2019
17,398
–
17,398
–
17,398
–
–
–
–
–
8,957
–
8,957
–
8,957
75
896
971
896
5,638
–
5,638
–
5,638
47
564
611
564
1,867
1,175
17,398
17,398
7,090
7,986
4,463
5,027
2,432
959
3,391
793
4,184
893
515
1,408
670
2,078
2,106
1,983
Total
£’000
34,940
1,453
36,393
1,417
37,810
1,198
2,129
3,327
2,384
5,711
515
494
1,009
624
1,633
183
154
337
254
591
1,042
672
32,099
33,066
The brand and customer relationships recognised were purchased as part of the acquisition of PhD Nutrition
on 6 December 2018. They are considered to have finite useful lives and are amortised on a straight-line basis
over their estimated useful lives of 10 years. The intangibles were valued using an income approach, using
Multi-Period excess earnings Method approach for customer relationships and Relief from Royalty Method for
brand valuations.
Goodwill impairment review
The Group is required to test, on an annual basis, whether goodwill has suffered any impairment. The
recoverable amount is determined based on value in use calculations. The use of this method requires the
estimation of future cash flows and the determination of a discount rate in order to calculate the present value
of the cash flows.
The Group has estimated the value in use of PhD based on a discounted cashflow model which adjusts for
risks associated with the assets. The pre-tax discount rate used to measure the CGUs value in use was 15.0%.
The recoverable amount of the CGU has been determined from value in use calculations based on cash flow
projections covering a period to 31 December 2026. The forecasts are based on a 3 year, board approved,
strategic plan, which forecasts revenue growth ahead of the forecast market growth rate. For the period from
2025 to 2026 revenue growth rates have been reduced to the forecast average growth rate for the sports
nutrition market. After 2026 a long-term annual growth rate of 1.5% has been applied. In context of the PhD
potential, the SiS brand has grown at a compound annual growth rate of 25% over the last six years up to
2019 before the Covid-19 pandemic.
The Board approved cash forecast uses a growth rate of 28% for 2021 and 25% for 2022 to 2024. A growth
rate of 14% for 2025 and 8% for 2026 has been used in line with the sports nutrition market growth rate. From
2027 an annual growth rate of 1.5% is applied into perpetuity.
The key assumptions used in the discounted cashflow model were the discount rate, sales growth, gross
margin and EBITDA. Gross margin and EBITDA percentages were based on 2020 actuals adjusted for
expected improvements to the manufacturing cycle as well as extra costs around headcount and carriage that
are appropriate with the future revenue growth rate.
63
FINANCIAL STATEMENTS
11.
Intangible assets (continued)
The discount rate used in the discounted cashflow is based on a WACC analysis which takes into account
estimates on the:
Risk-free rate (rate used is higher than the long-term UK government bond)
Equity risk premium (this is higher than the average equity risk premium in the UK)
Size premium (the same value as prior year has been used)
Sensitivity analysis
With regard to the assessment of value in use, a change in any of the above key assumptions could have a
material impact on the carrying value of the cash-generating unit.
If any of the following changes were independently made to the key assumptions the carrying amount and
recoverable amount would be equal:
16% increase in the discount rate or
13% decrease in the current growth rate (years 1 -5)
37% decrease in EBITDA (years 1-5)
12.
Property, plant and equipment
Leasehold
improvements
£’000
Plant and
machinery
£’000
Fixtures,
fittings and
computer
equipment
£’000
Motor
vehicles
£’000
Cost
At 31 December 2018
Additions
Disposals
At 31 December 2019
Additions
Disposals
At 31 December 2020
Depreciation
At 31 December 2018
Charge for the year
Disposal
At 31 December 2019
Charge for the year
Disposal
At 31 December 2020
Net book value
At 31 December 2020
At 31 December 2019
506
97
-
603
27
-
630
408
41
-
449
53
-
502
128
154
1,383
821
(6)
2,198
364
(6)
1,261
310
-
1,571
306
-
2,556
1,877
957
222
(5)
1,174
271
-
1,445
1,111
1,024
761
222
-
983
288
-
1,271
606
588
16
-
-
16
-
-
16
7
4
-
11
3
-
14
2
5
Total
£’000
3,166
1,228
(6)
4,388
697
(6)
5,079
2,133
489
(5)
2,617
615
-
3,232
1,847
1,771
64
FINANCIAL STATEMENTS
13.
Inventories
Raw materials
Finished goods
31 December
2020
£’000
2,313
4,661
6,974
31December
2019
£’000
1,551
4,590
6,141
There is a provision of £232,000 included within inventories in relation to the impairment of inventories (31
December 2019 – £131,000). During the period inventories of £25,755,000 (year ended 31 December 2019 -
£28,236,000) were recognised as an expense within cost of sales.
14.
Trade and other receivables
31 December
2020
£’000
31 December
2019
£’000
Trade receivables
Less: provision for impairment of trade receivables
Trade receivables – net
Other receivables
Total financial assets other than cash and cash equivalents
classified as amortised cost
Prepayments and accrued income
Total trade and other receivables
9,518
(529)
8,989
112
9,101
740
9,841
9,415
(51)
9,364
517
9,881
1,046
10,927
Trade receivables represent debts due for the sale of goods to customers. Trade receivables are denominated
in local currency of the operating entity and converted to Sterling at the prevailing exchange rate as at 31
December 2020. The Directors consider that the carrying amount of these receivables approximates to their
fair value. All amounts shown under receivables fall due for payment within one year. The Group does not hold
any collateral as security.
The Group applies the IFRS 9 simplified approach to measuring expected credit losses using a lifetime
expected credit loss provision for trade receivables and contract assets. To measure expected credit losses
on a collective basis, trade receivables and contract assets are grouped based on similar credit risk and aging.
The expected loss rates are based on the Group’s historical credit losses experienced over 2020, this is due
to SiS using SAP which has provided more visibility over debtors. PhD has also looked at credit loss over the
2019 year as this is the first full year under SiS plc ownership. The historical loss rates are then adjusted for
current and forward-looking information affecting the Group’s customers.
At 31 December 2020 the lifetime expected loss provision for trade receivables is as follows:
31 December 2020
Expected loss rate (%)
Gross carrying amount (£’000)
Loss provision (£’000)
31 December 2019
Expected loss rate (%)
Gross carrying amount (£’000)
Loss provision (£’000)
More than 60
days past due
More than
90 days past
due
Total
4%
333
14
17%
404
68
82
2%
224
5
10%
463
46
51
A further provision of £447,000 (2019: nil) has been included against specific debts considered impaired.
65
FINANCIAL STATEMENTS
15.
Cash and cash equivalents
Cash at bank and in hand
Cash at bank and in hand is made up of the following currency balances
British Pound
Euro
US Dollar
Australian Dollar
New Zealand Dollar
31 December
2020
£’000
10,466
31 December
2019
£’000
5,371
9,035
745
220
349
117
10,466
4,069
722
135
332
113
5,371
The directors consider that the carrying amount of cash approximates to its fair value.
16.
Trade and other payables
Trade payables
Accruals
Total financial liabilities measured at amortised cost
Other taxes and social security
Total Trade and other payables
31 December
2020
£’000
31 December
2019
£’000
5,435
5,353
10,788
1,050
11,838
5,680
3,354
9,082
920
9,954
The Directors consider that the carrying amount of these liabilities approximates to their fair value.
All amounts shown fall due within one year.
17.
Deferred tax
Deferred tax is calculated in full on temporary differences under the liability method using a tax rate of 19%
(year ended 31 December 2019 – 19%). Details of the deferred tax asset and liability, amounts recognised in
profit or loss and amounts recognised in other comprehensive income are as follows:
Year ended 31 December 2020:
Asset
Liability
Net
Accelerated capital allowances
Available losses
Other temporary and deductible differences
Business combinations
Cash flow hedges
Tax assets/ (liabilities)
Set-off of tax
Net tax assets/ (liabilities)
£’000
£’000
£’000
-
1,016
580
-
2
1,598
(395)
1,203
(395)
-
-
(2,195)
-
(2,590)
395
(2,195)
(395)
1,016
580
(2,195)
2
(992)
-
(992)
(Charged)/
credited to
profit or
loss
£’000
(Charged)
/ credited
to equity
£’000
(13)
255
73
277
-
592
-
592
-
-
-
-
(32)
(32)
-
(32)
66
FINANCIAL STATEMENTS
17.
Deferred tax (continued)
Year ended 31 December 2019:
Asset
£’000
Liability
£’000
Net
£’000
(Charged)/
credited to
profit or
loss
£’000
(Charged)/
credited
to equity
£’000
Accelerated capital allowances
Available losses
Other temporary and deductible differences
Business combinations
Cash flow hedges
-
761
507
-
33
(382)
-
-
(2,472)
-
(382)
761
507
(2,472)
33
Tax assets/ (liabilities)
1,301
(2,854)
(1,553)
Set-off of tax
(382)
382
-
(63)
(564)
84
(11)
-
(554)
-
Net tax assets/ (liabilities)
919
(2,472)
(1,553)
(554)
-
-
-
-
33
33
-
33
Recoverability of deferred tax asset:
SiS (Science in Sport) Limited has a cumulative assessed tax loss as at 31 December 2020 of £15.5m (2019:
£14.1m), this has increased by £1.4m from 2019. The losses are split into pre 1 April 2017 losses of £4.2m
and post 1 April 2017 losses of £11.3m. SiS can utilise its assessed tax losses in the coming years against
future expected profits. Assessed losses from before 1 April 2017 can only be used against SiS (Science in
Sport) Limited profit whereas assessed tax losses from after 1 April 2017 can be used to offset the future
profits from SiS (Science in Sport) Limited and tax losses from November 2018 which is the date of acquisition
can be offset against PhD Nutrition Ltd profits.
Tax losses have been recognised to the extent that they are considered recoverable based on short term
forecast taxable profits.
18.
Leases
The group leases several properties in the jurisdictions from which it operates. In all jurisdictions the rates are
fixed over the lease term.
The group also leases vehicles, which comprise only of fixed payments over the lease terms.
In determining the right to use asset and lease liability at the date of initial application, the weighted average
incremental borrowing rate of 4% was used.
Right-of-use Assets
At 1 January 2020
Amortisation
As at 31 December 2020
Lease liabilities
At 1 January 2020
Interest expense
Lease payments
As at 31 December 2020
Land and
buildings
£’000
669
(165)
504
Land and
buildings
£’000
682
25
(161)
546
Vehicles
£’000
20
(4)
16
Vehicles
£’000
12
-
(12)
-
Totals
£’000
689
(169)
520
Totals
£’000
694
25
(173)
546
67
FINANCIAL STATEMENTS
18.
Leases (continued)
As at 31 December 2020
Lease liabilities
Up to 3
months
£’000
Between
3 and 12
months
between 1
and 2 year
Between 2
and 6
years
£’000
£’000
£’000
(33)
(101)
(140)
(272)
One property lease has not been recognised as a lease asset and liability under IFRS 16, as the lease contract
has expired and current rolling terms are 6 months’ notice.
Short term lease expense of £239,000 (2019: £170,000), which relates to rental property in UK, Italy and the
USA where the lessor retains substantially all the risks and benefits of ownership, and the asset are classified
as operating leases. Rentals applicable to operating leases are charged against profits on a straight-line basis
over the period of the lease.
19.
Share capital
Ordinary
10p shares
number
Ordinary
10p shares
£’000
Authorised share capital
221,000,000
22,100
Allotted, called up and fully paid
At 31 December 2019
Equity placing – 22 April
At 31 December 2020
Ordinary
10p shares
number
122,819,029
12,281,902
Ordinary
10p shares
£’000
12,282
1,228
135,100,931
13,510
The Company has one class of Ordinary shares which carry no rights to fixed income.
On the dates shown above the Company issued new Ordinary shares of 10p each. The fair value of these
shares at the date of issue was £4,600,000.
At 31 December 2020 the Employee Benefit Trust held in reserve 1,914,144 new Ordinary shares of 10p each
to be issued as share options (2019 – 1,938,182 new Ordinary shares of 10p each).
68
FINANCIAL STATEMENTS
20.
Share options
In June 2014 the Company adopted a Share Option Plan (“SOP”). The key terms of the SOP are substantially
the same as set out in the AIM Admission Document which is available on the Group’s website. Under the
SOP, options to purchase Ordinary shares may be granted by the Remuneration Committee to Directors,
Senior Executives and potentially other employees at nil-cost.
To enable the Company to grant nil-cost options it has established an Employee Benefit Trust to purchase,
hold and transfer the Ordinary shares pursuant to the options.
The SOP is managed by the Remuneration Committee on behalf of the Company. The Company will grant
each participant an option subject to the terms and conditions of each participant’s individual option agreement
(including performance conditions) and the SOP rules. Each participant may be granted either annual or long
term (three- or five-year vesting period) options or both. Annual options may be settled in either cash or shares
at the sole discretion of the Remuneration Committee. As at 31 December 2020 1,914,144 (2019: 1,938,182)
shares were held by the Employee Benefit Trust in respect of options awarded to the Directors in respect of
previous years. All other annual options have been treated as equity settled options.
In the event that the option holder’s employment is terminated before vesting, the option may not be exercised
unless the Remuneration Committee so permits. Options expire 10 years from date of grant.
The Board approved an LTIP element of the SOP on 22 September 2016 which relates to revenue growth
achievement. This award replaces the existing five-year LTIP, the three-year revenue growth phase of this
scheme vested in March 2016 and was then planned to be a profit plan for two years thereafter. Following the
raising of additional capital in October 2015, the strategy has continued to be focussed on revenue growth
following the completion of the first three years of the previous LTIP:
A new LTIP scheme for 2019 - 2021 is in place, further information on the scheme can be found in the
Remuneration report.
The total charge for the year relating to employee share-based payment plans was £226,000 (2019: £628,000),
all of which related to equity settled share based payment transactions. Total social security costs of £6,000
(2019: £87,000) have also been recognised and included in the share-based payment charge of £226,000
(2019: £1,165,000).
Options granted during the period
During the year ended 31 December 2020 options were granted under the short term and long-term incentive
plan with regard to performance in the year ended 31 December 2019. No awards were made for 2020 financial
year. All options have a nil exercise price and no market-based performance conditions; therefore the fair value
has been calculated using the market value of the shares at the date of grant. As the expected dividend yield
for the life of the option is assumed to be nil no adjustment is required for non-entitlement to dividends.
Date of grant
30 September
Exercise
price
pence
Share
options
number
Share price at
date of grant
pence
nil
5,093,586
33p
69
FINANCIAL STATEMENTS
20.
Share options (continued)
Movements in the number of share options outstanding and their related weighted average exercise prices
are as follows:
Options at 1 January 2019
Granted during year
Exercised
Forfeited during year
Outstanding at 31 December 2019
Granted during year
Exercised
Forfeited during year
Outstanding at 31 December 2020
Weighted
average
exercise
price
pence
Weighted
average share
price at date of
exercise
pence
nil
nil
nil
nil
nil
nil
nil
nil
nil
-
-
55p
-
33p
33p
-
Share options
Number
6,842,539
1,625,925
(1,787,854)
(599,709)
6,080,901
5,093,586
(24,038)
-
11,150,449
The exercise price of all options outstanding at the end of the year was nil. The average remaining contractual
life for these options as at 31 December 2020 was 9.0 years (31 December 2019 – 6.9 years).
21.
Reserves
Share premium
Amount subscribed for share capital in excess of nominal value less costs
directly attributable to the issue of shares
Employee Benefit Trust
reserve
Shares in the Company held by the Employee Benefit Trust which will be
used to settle options held by employees under the SOP
Cash flow hedge reserve
Gains/losses arising on the effective portion of hedging instruments carried
at fair value in a qualifying cash flow hedge
Other reserve
Arose as a result of applying the principles of reverse acquisition accounting
following the demerger of SIS (Science in Sport) Limited from Provexis plc
in August 2013 and represents the difference between the capital reserves
of Science in Sport plc (the legal acquirer) and those of SIS (Science in
Sport) Limited (the legal acquiree).
Retained deficit
Cumulative net gains and losses recognised in the consolidated statement
of comprehensive income
Foreign exchange reserve
Arises on the translation of foreign subsidiaries into Sterling at the year-end
date. For the year ending 31 December 2020 a loss of £25,000 was
recognised (2019 – £67,000 profit) to this reserve.
22.
Pension costs
The pension charge represents contributions payable by the Group to independently administered funds which
during the period ended 31 December 2020 amounted to £177,000 (period ended 31 December 2019 –
£233,000). Pension contributions payable but not yet paid at 31 December 2020 totalled £33,000 (31
December 2019 – £33,000).
70
FINANCIAL STATEMENTS
23.
Operating lease commitments
Future minimum rentals payable under operating lease (to note this is the earlier of lease expiry or notice
period served where there is no defined period on the lease.)
Expiring:
Due within 1 year
Due between 2 years and 5 years
31 December
2020
£’000
31 December
2019
£’000
41
-
41
128
-
128
Operating lease payments primarily represent rentals payable by the Group for properties for which a ROU
asset has not been recognised under IFRS 16, as the leases have been determined to be short term.
24.
Related party transactions
IAS 24 ‘Related Party Transactions’ requires the disclosure of the details of material transactions between
reporting entities and related parties. Transactions and balances with Group companies are eliminated on
consolidation and therefore do not need to be disclosed.
Details of Directors’ remuneration are within the Remuneration Committee report
25.
Financial instruments
Financial instruments at amortised costs
Financial assets measure at amortised cost
Financial liabilities measure at amortised cost
31 December
2020
£’000
31 December
2019
£’000
19,567
15,252
10,789
9,034
Financial assets comprise cash and cash equivalents trade and other receivables. Financial liabilities
comprise trade payables and accruals.
Derivative Financial liabilities
31 December
2020
£’000
31 December
2019
£’000
Derivatives designed as hedging instruments
Forward foreign exchange contracts - cash flow hedges
10
181
71
FINANCIAL STATEMENTS
25.
Financial instruments (continued)
The only financial instrument measured at fair value are derivatives, designated as hedging instruments. These
are classified as level 2 in the fair value hierarchy (see note 1.27).
There were no transfers between levels during the period.
Derivative financial assets and liabilities
Forward exchange rates at the reporting date used to
determine fair value.
Valuation technique
All derivatives held by the Group are designated as hedging instruments. The Group has elected to adopt the
hedge accounting requirements of IFRS 9 Financial Instruments. The Group enters hedge relationships where
the critical terms of the hedging instrument and the hedged item match, therefore, for the prospective
assessment of effectiveness a qualitative assessment is performed.
Hedge effectiveness is determined at the origination of the hedging relationship. Quantitative effectiveness
tests are performed at each period end to determine the continued effectiveness of the relationship.
The fair value of the derivative financial assets and liabilities are split between current and non-current
depending on the remaining maturity of the derivative contract and its contractual cash flows.
The fair value of foreign currency forward contracts are based on observable information on exchange and
interest rates. The hedged forecast transactions denominated in foreign currency are expected to occur at
various dates within the next 12 months.
Gains and losses on foreign currency forward contracts which have been recognised in the hedging reserve,
within other reserves in equity as at 31 December 2020, will be recognised in the Consolidated Statement of
Comprehensive Income in the periods during which the hedged forecast transaction occurs.
The maximum exposure to credit risk at the reporting date is the fair value of the derivative assets in the
Consolidated Statement of Financial Position.
The gross contractual cash flows for the forward contracts as at 31 December 2020 was £450,000 (31
December 2019: £6,795,000). The movement in the fair value on forward contracts in the period of £171,000
profit (2019: £181,000 loss) has been included within other comprehensive income in the Consolidated
Statement of Comprehensive Income.
26.
Hire purchase agreement
A hire purchase agreement was entered into on 12 December 2019 with HSBC Equipment Finance. This was
to fund the new powder production line completed in November 2019, with the first powder products being
produced in the same month. The Group’s obligation is to repay the financing over 60 months, with the first
repayment occurring on 18th January 2020.
Current portion of Hire purchase obligation
Long term portion of Hire purchase obligation
Total Hire purchase obligation
31 December
2020
£’000
75
239
314
31 December
2019
£’000
77
309
386
72
FINANCIAL STATEMENTS
PARENT COMPANY STATEMENT OF FINANCIAL POSITION
Company number 08535116
Assets
Non-current assets
Investments
Intangible Assets
Other receivables
Total non-current assets
Current assets
Cash and cash equivalents
Total current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
Total current liabilities
Net current liabilities
Total net assets
Capital and reserves attributable to
owners of the Parent company
Share capital
Share premium reserve
Share options reserve
Employee Benefit Trust reserve
Retained deficit
Total equity
As at
31 December
2020
As at
31 December
2019
Notes
£’000
£’000
4
5
6
7
48,521
12
22,515
71,048
6
6
48,295
12
18,298
66,605
6
6
71,054
66,611
(16)
(16)
(10)
(37)
(37)
(31)
71,038
66,574
13,510
51,839
7,073
(191)
(1,193)
71,038
12,282
48,829
6,847
(193)
(1,191)
66,574
As permitted by Section 408 of the Companies Act 2006 no separate Parent company profit and loss account
has been included in these financial statements. The Parent company loss for the period was £nil (2019: profit
of £68,000).
These financial statements were approved and authorised for issue by the Board on 16 March 2021 and signed
on its behalf by:
Stephen Moon
Director
16 March 2021
The notes on pages 76 to 78 form part of these Parent company financial statements.
73
FINANCIAL STATEMENTS
PARENT COMPANY STATEMENT OF CASH FLOWS
Year
ended
31 December
2020
£000
Year
ended
31 December
2019
£000
Cash flows from operating activities
Profit/(Loss) after tax
Operating cash outflow before changes in working capital
Changes in trade and other payables
Total cash outflow from operations
Cash flow from investing activities
Interest received
Financing operations of subsidiary
Net cash outflow from investing activities
Cash flow from financing activities
Net Proceeds from issue of share capital
Expenses paid on share issues
Net cash inflow from financing activities
Net increase/(decrease) in cash and cash equivalents
Opening cash and cash equivalents
Closing cash and cash equivalents
-
-
(21)
(21)
-
(4,217)
(4,217)
4,238
-
4,238
-
6
6
Proceeds from the issue of share capital were received in subsidiary bank account.
The notes on pages 76 to 78 form part of these Parent company financial statements.
68
68
(456)
(388)
4
(1,795)
(1,791)
-
-
-
(2,179)
2,185
6
74
FINANCIAL STATEMENTS
PARENT COMPANY STATEMENT OF CHANGES IN EQUITY
At 31 December 2018
12,197
48,464
6,218
(372)
(1,080)
65,427
Share
capital
£’000
Share
premium
£’000
Share option
reserve
£’000
Employee
Benefit Trust
reserve
£’000
Retained
deficit
£’000
Total
equity
£’000
–
–
–
68
68
Total comprehensive loss for the year
Transactions with owners
Issue of shares:
Issued in return for sponsorship services
Issue of shares held by EBT to employees
Share based payments
At 31 December 2019
–
85
–
–
365
–
–
12,282
48,829
Total comprehensive loss for the year
–
–
Transactions with owners
Issue of shares:
Share capital raised (net of costs)
1,228
3,010
Issue of shares held by EBT to employees
Share based payments
At 31 December 2020
–
–
–
–
13,510
51,839
The notes on pages 76 to 78 form part of these Parent company financial statements.
(450)
–
1,079
6,847
–
–
–
226
7,073
–
179
–
–
(179)
–
–
–
1,079
(193)
(1,191)
66,574
–
–
2
–
–
–
–
(2)
–
4,238
–
226
(191)
(1,193)
71,038
75
FINANCIAL STATEMENTS
NOTES TO THE PARENT COMPANY FINANICAL STATEMENTS
1.
Accounting policies
To the extent that an accounting policy is relevant to both SiS Group and Company financial
statements, refer to the Group financial statements for disclosure of the accounting policy.
The Parent company financial statements have been prepared in accordance with International
Accounting Standards in conformity with the requirements of the Companies Act 2006 (“adopted
IFRS”). The accounting policies are consistent with those of the Group which are disclosed in note 1
to the consolidated financial statements.
Intercompany loans
Intercompany loans are measured in accordance with IFRS 9 and as the loan is payable on demand
and interest free, the loan has been measured at amortised cost. The estimated credit losses are
calculated using the general approach. If at the reporting date it is determined that the loan cannot be
repaid immediately on request, we will consider the most appropriate way to maximize recovery.
Where this is considered to be by allowing the counterparty time to pay, we model a number of
expected recovery scenarios based on underlying forecasts of the counterparty to calculate the
expected credit loss.
Employee Benefit Trust Reserve (“EBT”)
The shares held in the EBT are included in the company accounts, as it is considered that the company
(as sponsor) retains the majority of the risks and rewards relating to the funding arrangement with the
EBT trust.
Going concern
The going concern basis has been applied in preparing the Parent company financial statements for
the reasons identified and disclosed in note 1 to the consolidated financial statements.
Valuation of investments
The investment in SIS (Science in Sport) Limited is recorded at the nominal value of shares issued for
the purposes of the demerger in accordance with Section 615 of the Companies Act 2006. Accordingly,
no premium on the issue of shares has been recognised. The investment in PhD Nutrition is held at
cost.
2.
Profit attributable to Shareholders
As permitted by Section 408 of the Companies Act 2006 no separate Parent company profit and loss
account has been included in these financial statements. The Parent company loss for the year ended
31 December 2020 was £nil (2019: profit £68,000).
The auditors remuneration for audit and other services is disclosed in Note 6 to the consolidated
financial statements
3.
Employee costs
All salary costs of employees of the Company are borne by subsidiary companies and are disclosed
in Note 7 of the consolidated financial statements.
76
FINANCIAL STATEMENTS
4.
Investments
At 31 December 2018
Capital contribution
At 31 December 2019
Capital contribution
At 31 December 2020
£’000
47,216
1,079
48,295
226
48,521
Capital contribution relates to share based payment transactions settled by the Company on behalf of
SIS (Science in Sport) Ltd.
At 31 December 2020 the Company owned the following subsidiary undertakings:
Share of issued
ordinary share
capital, and voting
rights
Registered office
Business
activity
SIS (Science in Sport)
Limited
100%
2nd Floor, 16-18 Hatton Garden, Farringdon,
London, EC1N 8AT, United Kingdom
Sports
Nutrition
SIS (APAC) Pty Limited
Science in Sport Inc
100%
100%
Level 3, 41-43 Stewart St, Richmond, VIC
3121, Australia
Sports
Nutrition
C/o USA Corporate Services Inc., 3500 S
Dupont Hwy, Dover, DE 19901, USA
Sports
Nutrition
Science in Sport (Italy) Srl
100% Via Bernadino Telesio 25, 20142, Milan, Italy
Sports
Nutrition
PhD Nutrition Limited
100%
2nd Floor, 16-18 Hatton Garden, Farringdon,
London, EC1N 8AT, United Kingdom
Sports
Nutrition
There are no significant restrictions on the ability of the subsidiary undertaking to transfer funds to the
parent, other than those imposed by the Companies Act 2006.
5.
Other receivables
Amounts falling due after one year
Amounts owed by SIS (Science in Sport) Limited
Total other receivables
31 December
2020
£’000
31 December
2019
£’000
22,515
22,515
18,310
18,310
Total other receivables are carried at amortised cost.
There has been no change in the credit risk comparison of the loan and as such has stayed in stage
1 of the general approach. The ECL has been calculated assuming the loan will be repaid over a future
period of continued trading. This has been calculated based off the board approved plan for SIS
(Science in Sport) Limited. The cash flow includes internal and external forward-looking information.
The Growth rate from 2024 has been at 8% which is just below the growth rate of the nutritional market.
No material estimated credit losses were identified.
77
FINANCIAL STATEMENTS
6.
Other payables
Amounts falling due within one year
Accruals
Total other payables
7.
Share capital
31 December
2020
£’000
31 December
2019
£’000
16
16
37
37
Details of the share capital of the Company are included in note 19 to the consolidated financial
statements, details of share-based payments are in note 20 to the consolidated financial.
8.
Related party transactions
Amounts owed by and to subsidiaries are disclosed in note 5 of the Company financial statements.
There are no other related parties other than the subsidiaries listed in note 4 and no other transactions
other that than the loan to SIS (Science in Sport) Limited.
There are no employees during either period. The remuneration of the Directors of the Company is
disclosed within the Remuneration Committee Report on pages 30 - 33.
78
COMPANY INFORMATION
Company number
08535116
Directors
Audit committee
Remuneration committee
Registrars
Registered office
Nominated adviser and broker
Principal solicitors
Auditors
J M Clarke (Chairman)
T Wright
R Mather
S N Moon
J L Simpson
R Mather (Chairman)
J M Clarke
T Wright
S N Moon
J L Simpson
T Wright (Chairman)
J M Clarke
R Mather
Equiniti Limited
Aspect House
Spencer Road
Lancing
West Sussex BN99 6DA
2nd Floor
16-18 Hatton Garden
Farringdon
London EC1N 8AT
Liberum Capital Limited
Ropemaker Place
25 Ropemaker Street
London
EC2Y 9LY
Dentons
One Fleet Place
London
EC4M 7WS
Reading
Berkshire RG1 1SH
BDO LLP
Level 12, Thames Tower
Station Road
Reading
RG1 1LX
79
Find out more information online:
www.scienceinsport.com