Science in Sport plc
Annual report and financial statements
Year ended 31 December 2021
Company number 08535116
CONTENTS
Page
1
3
6
8
13
16
18
STRATEGIC REPORT:
Highlights & Key performance indicators
Business & Strategic Model
Chairman’s report
Chief Executive’s report
Principle risks & uncertainties
Financial review
Environmental, Social, Governance Report
24
30
31
36
37
42
52
53
54
55
56
85
86
87
88
91
GOVERNANCE:
Directors’ report
Corporate governance report
Board of directors
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
STRATEGIC REPORT
HIGHLIGHTS & KEY PERFORMANCE INDICATORS
The Group performed strongly during the year and ahead of expectations, delivering an underlying
EBITDA1 of £2.2m (FY 2020: £1.1m) driven by revenue growth of 24% (FY 2020: nil) to £62.5m (FY 2020:
£50.4m).
PhD Nutrition, a premium active lifestyle nutrition brand grew revenue by 19% to £29.6m (FY 2020:
£24.9m). SiS, a leading endurance nutrition brand among elite athletes and professional sports teams,
generated £32.9m revenue, 30% ahead of the previous year (FY 2020: £25.4m).
Science-led product innovation delivered 32% of total revenue growth, £3.9m up 77% versus FY 2020.
330 elite sports teams globally in a wide range of sports are customers.
The important USA market grew by 50% to £5.1m, as we made inroads into elite sports, including NBA
and NFL teams. Key international markets of the USA, China, Germany, Italy and Australia grew by
50% to £16.0m (FY 2020: £10.7m) despite Brexit and pandemic disruption.
Underlying EBITDA1 increased to £2.2m, continuing the strong upward trend (FY 2020: £1.1m). Gross
margin increased to 50% (FY 2020: 49%), driven by supply chain efficiencies, the continued sales shift
to online, and pricing, which together more than offset commodity price increases in the second half.
Capital investment was made in a new supply chain facility with capacity to accommodate £200m per
annum of future sales. Investment in technology improved revenue per visit to our digital platform by
8% from installation in May to year-end. The current investment phase underpins our medium-term
ambition to deliver £100m of highly cash generative revenue.
Reflecting the capital investment which underpins our growth and profit strategy, the Group's cash at
bank on 31 December 2021 was £4.9m (31 December 2020: £10.5m), in line with management
expectations.
The reported loss before tax was £5.3m (FY 2020 £2.3m loss), higher mainly due to the strategic
investment in technology and data science, including the cloud accounting policy change requiring
costs to be expensed.
CURRENT TRADING AND OUTLOOK
Trading for January and February is up 18% on the same period in 2021. March revenue is forecast to
be a new record month. Gross margin is robust with input price increases offset by supply chain
efficiencies, favourable channel mix, and price increases implemented across all channels.
Our new Blackburn supply chain facility will commence handling logistics operations in April, with gel
manufacturing being fully operational in July. We continue to make good progress with our growth
technology strategy underpinning our online channel growth.
The Group has performed well and delivered strong revenue growth. This very encouraging
performance reflects the strength of our science-led premium brands which continue to drive strong
underlying EBITDA1 growth.
1
STRATEGIC REPORT
HIGHLIGHTS & KEY PERFORMANCE INDICATORS
We saw revenue growth in all channels and key markets, especially online. Online sales increased by
40% and now account for 56% of total sales, up from 50% a year ago, underpinned by our increased
investment in growth technology. Our profitable retail sales grew well in the UK and internationally.
Prospects for further progress in 2022 look strong, following a good start to the year. While there are
input price and supply chain headwinds, we believe that our efficient operations will deliver
efficiencies to significantly mitigate such costs. Our revenue, profitability and cash generation
ambitions are unchanged and we will continue to invest in the key drivers strategically.
1 before interest, tax, depreciation, amortisation, share-based payments and foreign exchange variance on intercompany balances, cloud
software accounting policy change, and Blackburn transition costs
2
STRATEGIC REPORT
BUSINESS & STRATEGIC MODEL
Headquartered in London, 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 active lifestyle community. The Company has two highly regarded brands, PhD
Nutrition, a premium active-nutrition brand targeting the active lifestyle community, and SiS, a leading
endurance nutrition brand among elite athletes and professional sports teams.
The two brands sell through the Company's phd.com and scienceinsport.com digital platforms, third-
party online sites, including Amazon and Tmall, and extensive retail distribution in the UK and
internationally, including major supermarkets, high street chains and specialist sports retailers. This
omnichannel footprint enables the Company to address the full breadth of the sports nutrition market,
forecast to be £13 billion worldwide by 20232.
PhD is one of the UK's leading active nutrition brands with a reputation for high quality and product
innovation. The brand has grown rapidly since its launch in 2005. The range now comprises powders,
bars, and supplements, including the high protein, low sugar range, PhD Smart. PhD brand
ambassadors include leading fitness influencers Ross Edgley and Obi Vincent.
SiS, founded in 1992, has a core range comprising gels, powders and bars focused on energy,
hydration, and recovery. SiS is an official sports nutrition supplier to over 330 professional teams,
organisations, and national teams worldwide, including INEOS Grenadiers Cycling Team. SiS supplies
more than 150 professional football clubs in the UK, Europe, and the USA. SiS is Performance Research
Partner to the English Football Association and Official Vitamins and Supplements Partner to the
Milwaukee Bucks, 2021 National Basketball Association Champions.
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 globally including the UK, USA, Italy, Australia, and China
• Strong online growth through own digital platforms
• Growing international online marketplace partnerships including Amazon and TMall.
PhD is one of the UK's leading active nutrition brands with a reputation for high quality and product
innovation.
• Premium protein brand for active 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
• Growing international online marketplace partnerships including Amazon and TMall
2 Euromonitor Passport Database Global Assessment (December 2020)
3
STRATEGIC REPORT
BUSINESS & STRATEGIC MODEL
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
•
International Retail – wholesalers, retailers and distributors outside the UK
Digital and Marketplace combined constitute Online
Products for enhanced performance
SiS:
The SiS GO Isotonic 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 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
• 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 and the multi-use Smart Protein Powder suitable for
cooking.
The range of PhD products includes:
• Diet - The delicious Diet range combines protein, which is ideal for building and maintaining
lean muscle whilst keeping you satiated for longer, with fat burning ingredients such as l-
carnitine, CLA and green tea extract to support fat loss and lean muscle goals. PhD Diet Whey
is UK’s #1 selling Lean Protein brand
• Smart - Great tasting high protein, low sugar foods, bars & snacks that always perform
•
on taste
Life – A range of premium, expertly formulated health optimisation products. From the
high in protein, low sugar, plant-based Complete meal solution, and Reset, a night time
formula, to Mind, made to support optimal mental performance, this is a new range
to optimise performance for life
• Performance - expertly formulated to help you perform at your best and optimise your
training. From key supplements to aid in strength gains pre and intra workout to
replenishment and recovery post workout, to maximise training and hitting goals
4
STRATEGIC REPORT
BUSINESS & STRATEGIC MODEL
Our proven strategic model drives long-term value
1. Win in Science, Win in Product, Win in Elites
• Premium products based on leading scientific research and used by elite teams globally to win
• Product Development laboratory and partnership with Liverpool John Moores University, a
world recognised sports research centre of excellence
• Performance Research Partner to the English Football Association and Official Vitamins and
Supplements Partner to the Milwaukee Bucks, 2021 National Basketball Association
Champions
• £3.9m revenue in 2021 from new product innovation, 32% of sales growth
2. Premium Brand
• Market leading brand equity measures underpinning consistent, multi-year improvement in
brand awareness, consideration and usage.
• SiS is an official sports nutrition supplier to over 330 professional teams, organisations, and
national teams worldwide, including INEOS Grenadiers Cycling Team. SiS supplies more than
150 professional football clubs in the UK, Europe, and the USA. PhD brand ambassadors
include leading fitness influencers Ross Edgley and Obi Vincent
• Marketing investment over 16% of sales, and up 25% year on year to £10.2m in 2021 (FY2020
£8.1m).
3. Best in Class Data Science
• Driving customer acquisition, retention and revenue through investing in our customer data
•
•
platform and technology
Investing in technology to optimise digital traffic source and improve cost of acquisition, as
well as a technology focusing on consumer loyalty.
Initial focus is improving our digital revenue growth, we will extend our data science capability
to enhance consumer insight and our innovation pipeline
4. Global Online Scale
• 2 pillars of own digital platform and marketplace business enabling us to grow markets
strategically
• PhD.com platform is a strategic priority given global scale of protein product sector.
• Global Marketplace growth across Amazon, TMall and eBay platforms.
•
Investment in technology and talent, as well as in-sourcing key functions, will ensure online is
a core strategic element and major driver of our global growth and profit strategy.
• New own websites roll-out to develop new territories for both brands
• Online revenue, a key strategic focus for the Group, grew strongly up 40% in 2021 to
£34.9million, 56% 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.
• Blackburn new single site supply chain facility opening April 2022 with state-of-the-art eight-
lane gel manufacturing line operational July 2022
5
STRATEGIC REPORT
CHAIRMAN’S REPORT
The business demonstrated its resilience by returning to historical levels of revenue growth despite
ongoing adverse impacts from COVID-19 related disruption in key markets. In a challenging economic
environment, we navigated the Brexit transition at the start of the year and absorbed the headwinds
of global supply chain disruption and commodity price increases, whilst increasing gross margin.
We made significant progress on building the strategic platform for future growth with work at an
advanced stage on our new Blackburn supply chain facility, and new digital technology which is already
driving a strong return on investment. We strengthened our team and our technology capabilities,
positioning us well for the next stage of profitable growth.
COVID-19
Our priority throughout the pandemic continues to be the health and safety of our employees. In the
factory, the introduced additional safety and hygiene measures, including segregating facilities, breaks
between shifts and increased cleaning routines have ensured that operations continue uninterrupted.
Ukraine
The Board has considered the impact of events in Ukraine, and currently do not envisage a material
impact on the business, though this is a rapidly changing unpredictable situation. The Board has
resolved to discontinue trading in Russia which is not a strategic growth market for the business. In
the medium term, we have fixed price energy tariffs in place, reducing the risk of significant energy
price inflation.
Overview
We are delighted to announce a robust set of results for the year ended 31 December 2021. Group
revenue was £62.5m, up 24% on prior year, with all channels in growth.
Underlying EBITDA1 was £2.2m, up 100% on 2020, driven by supply chain efficiencies, the continued
sales shift to online, and pricing, which more than offset commodity price increases in the second half.
The reported loss before tax was £5.3m (2020: £2.3m loss) higher due to share-based payment
expenses from a 2021 bonus award and strategic investment in technology and data science.
Our cash at bank position at year-end was £4.9m, in line with expectations. We invested £6.5m in
2021, mainly in a new growth technology function as a strategic enabler and our new Blackburn
facility. We have an HSBC invoice credit facility of £8.0m which was unused at year end.
We demonstrated our business’s resilience during another year of disruption and made good progress
in delivering our strategic objectives.
Our proven growth strategy remains unchanged, focusing on science and elite-led product innovation,
building brand equity, driving global online scale supported with world-class data science, through an
efficient supply chain.
6
STRATEGIC REPORT
CHAIRMAN’S REPORT
Our People
During this challenging year, the continued high performance of the Company 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.
The values of the business are growth, change, focus and resilience. This underpins our business
performance and is demonstrated by our return to revenue growth in 2021.
Finally, on behalf of the board and myself, I would like to thank our employees, suppliers and
customers for their invaluable contributions and support in these challenging times, as we look
forward to a return to normality.
Development of the Board
The board must 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.
The board regularly reviews the environmental, social and governance performance of the group. This
year we have shown industry leadership in recyclable packaging, Real Living Wage and Carbon Neutral
accreditation.
John Clarke
Non-Executive Chairman
29 March 2022
1 before interest, tax, depreciation, amortisation, share-based payments and foreign exchange variance on intercompany balances, cloud
software accounting policy change, and Blackburn transition costs
7
STRATEGIC REPORT
CHIEF EXECUTIVE’S REPORT
Strategic Intent
We continue to see a significant opportunity ahead with the global sports nutrition category forecast
to be worth £13 billion2 by 2023. The COVID-19 pandemic has accelerated the macro trends of
wellbeing and health with customers increasingly shopping online for products to support their active
lifestyles beyond the gym. We remain well-positioned to benefit from these trends.
Our medium-term ambition is to deliver £100 million of revenue, with high cash generation. The key
drivers of our proven growth strategy remain unchanged:
• Win in Science, Win in Product, Win in Elites: premium products based on leading scientific
research and used by elite teams globally to win
• Premium Brand: investment in brand awareness, driving conversion and usage with the highly
engaged consumers in the category
• Best in Class Data Science: driving customer acquisition, retention, and revenue through
investing in our customer data platform and technology
• Global Online Scale: growth driven by the two pillars of our digital platform and marketplace
business, enabling us to grow strategic markets globally
• Efficient Supply Chain: simpler, more cost-effective, scalable, and increasingly in-house, driven
from our new Blackburn supply chain site
Win in Science, Win in Elites
Revenue from new products was £3.9m for the period, up 77% on prior year, and comprising 32% of
sales growth in 2021.
PhD launched the Life range with eight products, Complete, Reset, Mind, Vital, Relax, Move, Boost
and Digest. Each product is formulated to enhance specific aspects of health needs. This premium
range signals a move into higher-margin active lifestyle products. We launched Diet Plant, this
underpinning our UK market-leading position in plant protein powders.
SiS Beta Fuel gels, chews and powders were launched, with a new maltodextrin and fructose blend,
proven to deliver 120 grams per hour of highly absorbable carbohydrate. This represents a
breakthrough in carbohydrate delivery, with the claim supported by a high-quality laboratory-based
performance trial.
Our Win in Elites operation extended our reach to over 330 elite teams globally during the year. We
have customer relationships at the highest levels in football, cycling, cricket, professional basketball,
American football, rugby union, rugby league, running and other sports. The strong link between our
Win in Science team and elite sport is critical in our strategy and underpins our premium brands.
In 2022 we are to extend our world-class banned substance programme putting in place market-
specific accreditation for the USA.
2Euromonitor Passport Database Global Assessment (December 2020)
8
STRATEGIC REPORT
CHIEF EXECUTIVE’S REPORT
Premium Brand
PhD has made strong progress in brand awareness and is now the number three brand in the UK
market, this being a significant improvement since acquiring the brand in late 2018. We enjoy a
powerful conversion from awareness to purchase online, and brand equity scores are extremely
strong across all measures.
In 2022 we are introducing a new active-lifestyle positioning for PhD, as we start to move the brand
further into a premium positioning, and away from the price-led protein powder segment of the
market.
Science in Sport continues to enjoy market leadership in endurance nutrition in the UK in awareness,
all brand equity scores, and conversion to purchase. This strong position is also being reflected in
consumer attitudes in the critical markets of the USA and Italy.
We became an official performance partner to the NBA Champions, the Milwaukee Bucks during the
year, this in addition to our long-standing relationship with Ineos Grenadiers cycling. We are
Performance Nutrition Partner to the English Football Association. Win in Science and Win in Elites
are a key element of the SiS brand strategy.
Our focus on quality remains, and our brands were two of the top four major sports nutrition brands
in the UK in 2021, as measured by Trustpilot. We are investing in quality systems, technology, and
processes to improve further our offering to our elite and everyday athletes.
Technology and Data Science
2021 saw us build a high-quality in-house technology and data science team, to accelerate our
technology and place the growth technology function as a strategic enabler.
We implemented our new Tealium customer data platform in May, with this technology delivering an
8% increase in revenue per visit from launch to year-end. In addition to this new technology, our in-
house technology team upgraded and optimised our digital platform, extended the functionality of
our SAP ERP system, and implemented a new warehouse management system to facilitate effective
operation of the new Blackburn site.
In 2022 the machine learning capability of Tealium is to be extended. In addition, we are investing in
technology to optimise digital traffic sourcing and improve cost of acquisition, as well as technology
focusing on consumer loyalty. We continue to develop our in-house data science capability as a core
part of our strategic footprint. While the initial focus is improving our digital revenue growth, we will
extend our data science capability to enhance consumer insight and our innovation pipeline.
Global Online
Online sales rose strongly by 40% to £34.9m (FY 2020: £25.0m). Online sales via the Group’s digital
platforms were up by 28% with third‐party marketplace sites up 52%. In March. we set a record for
online sales, which we exceeded four times in the second half, including setting a new sales record
over peak November trading. Online sales accounted for 56% of total sales (FY 2020: 50%).
9
STRATEGIC REPORT
CHIEF EXECUTIVE’S REPORT
In the important market of the US, online sales increased by 52% to £4.8m. PhD Japan, which launched
in the first half, performed ahead of plan in the second half. A new India platform went live in March
2022. We continue to expand the reach of our marketplace offering, opening new stores for both
brands on Amazon across France, Poland, and Sweden.
Investment in technology and talent, and in-sourcing key functions, will ensure online is a core
strategic element and significant driver of our global growth and profit strategy.
Efficient Supply Chain
Gross margin increased to 50% (FY 2020: 49%), driven by supply chain efficiencies, continued sales
shift to online, and pricing, which more than offset commodity price increases. Prices of whey, a global
commodity, increased sharply in Q4 to record levels. We are confident we can maintain gross margin
in 2022 through efficiencies and strategic supply partnerships.
We further streamlined our supply chain by reducing our product line count during the year and
focussing on our best-selling lines. We have removed three-quarters of product line in two years. A
new demand planning system and processes are being implemented currently, to enable further focus
on inventory and service levels.
The new Blackburn supply chain facility is on track, with outbound logistics operations planned to start
in April. In early July, a state-of-the-art eight-lane gel manufacturing line will be operational, further
enhancing our market leading position in this product format.
The 160,000 square foot facility give us the headroom to grow to £200m in revenue in the existing
configuration. Consolidating the Group’s four operational sites into one location drives significant and
immediate supply chain savings. Medium-term we foresee improving gross margin as a critical driver
of profitability.
UK Retail
Despite being adversely impacted by pandemic restrictions, UK retail sales rose by 12% to £18.0m (FY
2020: £16.1m). Gross margin improved despite UK retail sector pressures. All major grocery accounts
grew more than 20%, while independent cycling shops and the convenience channel increased 53%
and 217% respectively. High street saw a decline, which was more than offset by other retail and
online channels, as consumers switched.
PhD retail sales grew by 9%. It has the number one protein powder in UK retail and is the number one
manufacturer of lean whey powder. PhD is the number one manufacturer of plant-based protein
powders, with more sales than the next five manufacturers in total. We are the number three protein
bar manufacturer and are comfortably outgrowing the category. In plant protein bars we are number
one, and in sports nutrition protein bars we are number two in grocery.
Science in Sport delivered growth of 17% in UK retail, with our high gross margin gels and hydration
tablets continuing their consistent growth trend. SiS is the clear number one in endurance nutrition in
UK retail. Our Beta Fuel product launched strongly in August 2021, and we will invest in growth in this
novel format in 2022 in all channels.
10
STRATEGIC REPORT
CHIEF EXECUTIVE’S REPORT
International Retail
International retail sales were £9.6m (FY2020 £9.3m), 3% up on the prior year, returning to growth
despite COVID-19 restrictions impacting consumer behaviour in many of our markets. This includes
the impact of exiting over 60 sub-scale accounts in late 2020. In 2022 we are to exit a further 16
markets, to focus on building scale in key global economies.
We developed our business with our strategic global partner Shimano which delivered growth of 6%,
despite lockdown constraints in key markets, and introduced SiS to Brazil and Spain. We continued
our push with SiS in Italy and started to extend our PhD presence in Germany; both are major future
markets for us. While badly hit by supply chain disruption, China delivered sales of £4.1m, up by 73%.
ESG
As a premium performance nutrition business, we recognise our impact on the wellness of our
colleagues and the wider community. It is important our actions help to drive positive, sustainable
change in the environment and society.
All PhD protein containers are recyclable, and SiS will follow in 2022. For bar and gel wrappers not
currently recyclable at kerb side we offer a specialised recycling solution for customers.
The new Blackburn site will reduce carbon emissions from moving product between the multiple sites
in the existing footprint. The new building incorporates many energy saving features and in 2022 we
will install solar panels. These actions partly offset increasing emissions from international online
sales. We are accredited as Carbon Neutral by Carbon Neutral Britain.
We support a wide range of initiatives to facilitate sportswomen and men from disadvantaged and
under-represented communities. We have a long-term relationship with Los Angeles Bike Academy,
this to support underserved communities and give young athletes new opportunities in the workplace
and in cycle racing.
We are partners to Black Unity Bike Ride, Football Beyond Frontiers, and Tour de Lunsar cycling race
in Sierra Leone, which is West Africa’s largest grassroots race. We partner L39ION of Los Angeles
cycling team, whose aim is to eliminate boundaries, promote diversity, and provide a pathway for
young athletes from all backgrounds.
The diversity of our workforce is a strength, and in 2021 45% of our workforce identified as non-UK
nationals, well ahead of the 15% UK average in the 2021 ONS Labour Force Survey. 20% of our
employees identify as BAME versus 14% in the UK overall.
We became a Real Living Wage employer during 2021, and we welcomed five interns from the social
mobility charity Career Ready. Two of the interns were offered permanent roles.
We have an extensive wellbeing programme in place for all our colleagues, which ranges from
company-wide wellness events, through to access to confidential mental health support.
The Board has adopted the QCA 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.
11
STRATEGIC REPORT
CHIEF EXECUTIVE’S REPORT
Outlook
The business performed strongly in 2021, returning to 24% revenue growth, with growth across all
channels. Despite the uncertain economic environment and the return of inflation, our premium
brands are well positioned to drive continued growth and profitability.
We continue to invest in the strategic drivers of product science, premium brand, technology and data
science, and efficient supply chain. These drivers underpin our proven strategic growth model, and
we remain committed to our vision of becoming the world’s number one premium performance
nutrition business, as well as delivering £100m of profitable, highly cash generative revenue in the
medium term.
Stephen Moon
Chief Executive Officer
29 March 2022
12
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 and post 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;
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.
13
POTENTIAL IMPACT
MITIGATION CONTROLS
STRATEGIC REPORT
PRINCIPAL RISKS AND UNCERTAINTIES
RISK
RATING
2021
2020
RISK
1 FOOD QUALITY & SAFETY
Accidental or malicious ingredient
contamination, or supply chain
contamination caused by human
error or equipment fault or due to
manufacturing or design faults
could compromise the safety and
quality of SIS and PhD products.
effects
The consequences could be
include
severe and may
adverse
on
loss of
consumer health,
market
financial
share,
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
market
position.
previous
2021
2020
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 corresponding impact
on finished product cost.
to manage
Failure
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.
2021
2020
3 CUSTOMERS & CONSUMERS
The Group operates
a
in
competitive market sector and its
ability to compete effectively
requires an ongoing commitment
product
to
development,
innovation,
product quality and ability to offer
value for money as well as first-
class customer service.
marketing,
revenue,
Although no single retailer
accounts for more than 9%
of Group
the
dominance of the
large
retail multiples and third-
party e-commerce retailers
could force an erosion of
prices and, subsequently,
profit margins.
4 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.
2021
2020
2021
2020
5 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 the facility whilst work
is
completed.
or
granted
The Group cannot give
that
definitive assurance
pending
future
or
trademark applications will
that
be
trademarks granted will not
be
challenged or held
unenforceable.
There is a risk of overrun
with building works and
further
to
production, which could
result in supply chain delays
and
subsequent missed
revenue.
disruption
cover
significantly. We
are
systems
and
potential
is monitored.
The Group’s stringent approach to food
quality and safety is controlled via
quality assurance procedures which are
based on a risk management approach.
reviewed
Internal
for
continuously
The
improvement
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.
The Group maintains product liability
insurance
the
to mitigate
potential impact of such an event.
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 2021
globally traded whey commodity prices
increased
are
exploring new global scale suppliers and
reformulating products to minimise
exposure to the
ingredients most
impacted by price rises.
Significant resources are devoted to
forging
relationships with
customers. The continued move to
Online also diversifies the revenue
channels, and reduces key customer
relative
reliance,
importance of a single marketplace
customer has increased as a result.
Excluding
the
relative importance of other Top 10
customers has
remained broadly
constant since 2020. The inflationary
environment and impact on disposable
income contributes to customer risk.
To mitigate this, the Group enters into
with
non-disclosure
employees,
and
prospective commercial partners but
cannot assure that such agreements will
provide complete safeguards against
unauthorised disclosure of confidential
information.
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 (2020: Medium).
agreements
consultants
this one customer,
however
strong
the
14
STRATEGIC REPORT
PRINCIPAL RISKS AND UNCERTAINTIES
RISK
6 LIQUIDITY
Ensuring the Group has sufficient
cash reserves.
RISK
RATING
2021
2020
7 COVID-19
COVID-19 coronavirus presents a
significant global challenge
2021
2020
8. RECRUITMENT & RETENTION
2021
Low
Medium
High
POTENTIAL IMPACT
MITIGATION CONTROLS
of
Consequences
liquidity could
insufficient
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
our
employees, customers and
supply chain at this early
stage of the virus outbreak.
to
Recruiting and
retaining
talent is key to delivering
future growth and strategic
plan delivery. The market is
increasingly competitive in
key
as
Technology, Online Trading
& Marketing, in addition to
Senior Leadership positions.
areas
such
investment
Cashflow forecasts are prepared and
reviewed by senior management, with
all payments approved in advance. The
Group adjusts
levels as
appropriate to maintain cash balances
in line with forecasts. An £8m flexible
invoice financing facility is in place with
HSBC. Asset financing credit facilities
are
in place with both HSBC and
Lombard to support the Blackburn
single site facility development. This risk
has been assessed as Medium in 2021.
(2020: Low).
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
and
customer service, have continued to
work from home without any issues. We
have maintained production and
the
logistics
lockdown and continued to trade
online. Despite
this approach we
continue to assess the potential risk as
high due to the unknown impact of
future potential variants of Covid.
SiS has recruited in a new People team
in 2021 to support recruitment and
retention. Retention awards for specific
roles and functions most at risk have
been made.
Investment in employee support and
benefits such as access to wellbeing and
counselling are in place. SiS received
Real Living Wage certification in 2021.
An
all
employees has been approved for 2022.
inflationary pay-rise
online, marketing
operations
during
for
15
STRATEGIC REPORT
FINANCE REVIEW
Revenue
The Group delivered £62.5m revenue in the year ended 31 December 2021, up 24% on prior year (FY
2020: £50.4m)
Online channels grew 40% year on year and now represent 56% of Group sales, as customers continue
to migrate online, though all channels returned to growth in 2021.
Profitability
The Group generated a gross profit of £31.4m (FY 2020: £24.6m) with a gross margin of 50% compared
with 49% in 2020. Gross margin improved driven by supply chain efficiencies, continued sales shift to
online, and pricing, which combined more than offset commodity price increases
Underlying EBITDA1 was £2.2m, up 100% on 2020. The reported loss before tax was £5.3m, (FY 2020:
£2.3m loss) higher mainly due to increased strategic investment in technology, and data science
including the cloud accounting policy change requiring costs to be expensed and a 2021 bonus award.
EPS was lower at -5.0p (FY 2020: -1.3p) and included the partial release of a deferred tax asset.
We invested in key strategic areas of technology, data science, online marketing and supply chain,
including building in-house teams, which increased overall operating costs. Overheads excluding these
areas were lower than prior year.
The Group has chosen to report underlying EBITDA1 as an alternative performance measure. This is
adjusted for depreciation, amortisation, non‐cash share-based payments, forex on intercompany
balances, International Financial Reporting Interpretations Committee (IFRIC) new accounting
guidance requiring cloud computing configuration and customisation cost of technology investment
to be expensed and Blackburn transition costs. The Board believes this provides additional useful
information for Shareholders to assess an underlying profit performance more closely aligned to a
cash profit value, excluding one-offs. This measure is used by the Board for internal performance
analysis. A reconciliation of underlying EBITDA to profit from operations is presented in Note 1.9 of
the accounts.
Working capital
As at 31 December 2021, the Group held inventory of £8.4m (31 December 2020: £7.0m). Inventory
levels increased as we managed potential supply chain disruption risk, increasing stock levels to
provide resilience into the new year.
Fixed Assets
Capital works in progress include £2.9m fit out costs for the new Blackburn facility. Following
commencement of the factory build at Blackburn which is a leased premises, a right-of-use asset has
been recognised with a corresponding lease liability in accordance with IFRS 16. The right-of-use asset
will be depreciated over the life of the lease and lease payments will reduce the lease liability with an
associated interest cost. Capital commitments at the end of 2021 were £3.2m.
1 before interest, tax, depreciation, amortisation, share-based payments and foreign exchange variance on intercompany balances, cloud
software accounting policy change, and Blackburn transition costs
16
STRATEGIC REPORT
FINANCE REVIEW
Cash position
Cash at bank at end 2021 was £4.9m (FY 2020: £10.5m), in line with expectations and lower than prior
year due to capital investment of £6.5m (FY 2020 £2.1m), including the new Blackburn site, technology
investment in online growth and new product development.
A £8.0m flexible invoice credit facility with HSBC, our principal bankers, was unused at year end. In
addition at year end, asset financing credit facilities of £3.7m are in place with HSBC and with Lombard
Asset Finance of £2.4m to finance planned capital investment.
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.
A £2.1m charge was recognised for the 2021 LTIP and STIP schemes (FY 2020: nil).
Taxation
The tax charge recognised for the year is £1.5m (FY 2020: £0.5m tax benefit) due to the partial release
of a deferred tax asset. The Group has cumulative tax losses of £17.7m (FY 2020: £15.5m), a proportion
of which the Group will look to use to cover future profits.
Going concern
The Group made a loss after tax for the year attributable to owners of the parent of £6.8m (FY 2020:
loss of £1.7m) of which £7.8m was non-cash items such as depreciation, amortisation, share based
payments and deferred tax asset release. The net decrease in cash at bank at the year ended 31
December 2020 was £5.6m (FY 2020: £5.1m increase), this was primarily due to capital investment in
the Blackburn facility and technology to drive online sales growth. As at 31 December 2021, the Group
had cash at bank of £4.9m (31 December 2020: £10.5m), and an £8m invoice financing credit facility
which was not utilised. In addition, asset financing credit facilities are in place with HSBC and with
Lombard Asset Finance to finance planned capital investment.
The business proved resilient during the Covid-19 pandemic with a strong return to revenue growth
as lockdown eased. Our online channel continues to grow strongly, with retail and international
channels now back in growth. Management have prepared sensitivity analysis and scenario planning
of different revenue outcomes, including interruption of trade, no sales growth, and reduction in gross
margin to stress-test potential impacts on the cash position of the business, and concluded that in
each of these downside stress tests sufficient liquidity is in place. The Directors have prepared
projected cash flow information for the period ending 31 December 2023.
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.
17
STRATEGIC REPORT
ENVIRONMENTAL, SOCIAL, GOVERNANCE REPORT
Science in Sport has always had the health and wellbeing of our athletes at the heart of our business.
We work with world-class sports science professionals to develop innovative products to drive
performance for elite athletes and the active.
We recognise that this performance takes place in the natural environment and the wider community,
and it is important for us to ensure our decisions and actions drive positive, sustainable change. We
continually challenging ourselves to find ever more sustainable ways to produce our products. We are
determined to put sustainability at the forefront of our decision-making and to match our words with
action.
The last year has seen us make significant progress across a broad range of initiatives:
Environment
In 2021 we have been working towards the 2022 opening of our new single supply chain site at
Blackburn. This new purpose-built facility replaces four separate operating sits and eliminates the
need to move raw materials and finished goods between the different sites reducing carbon
emissions. In addition, the new significantly larger single site provides increased capability to
manufacture finished goods products in house reducing transport miles and the carbon footprint of
products.
The new building incorporates many of the latest energy saving features such as low flow plumbing
fixtures, programmable air temperature control units, LED lighting and the use of natural daylight to
reduce lighting requirements.
Once the new site is fully operational in 2022, we will measure our new carbon emissions level as a
baseline for targeting future carbon emissions efficiency improvements towards developing science
based targets.
We have moved all our PhD and SiS protein containers to recyclable materials. PhD protein moved to
recyclable pouches in 2021 with SiS tubs moving to pouches in 2022. For bar and gel wrappers not
currently recyclable at kerb side we offer a specialised solution.
Customers can send gel or foil wrappers in a prepaid bag to our recycling partner. Enval are a specialist
materials recycling business who use a microwave induced pyrolysis process, for recycling plastic
aluminium laminates used in gels and bar wrappings. This is the only sustainable and economically
viable end-of-life solution for this packaging, which is required to safeguard the rigorous product
quality standards Science in Sport uphold. Since the service launched in Q1 we recycled over 45,000
wrappers in 2021, some 250kg of packaging which would have gone to landfill.
Work is continually ongoing with suppliers on further opportunities to replace one-use packaging with
bio-degradable or recyclable packaging where possible. We are constantly evaluating new packaging
technology and its appropriateness for our premium products. 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.
This year we have significantly reduced industrial landfill waste from our production supply chain.
From the second half of 2021 all products are screened for recycling or use in electricity generation,
eliminating landfill waste going forward.
18
STRATEGIC REPORT
ENVIRONMENTAL, SOCIAL, GOVERNANCE REPORT
Carbon reporting
Each year our carbon emissions are reviewed by Carbon Neutral Britain. We use their methodology to
calculate the carbon emissions from our ongoing operations. 2021 values are taken from our
submitted report.
Calculated carbon emissions are offset using projects certified through the Verified Carbon Standard
(VCS) and UK Emissions Trading Standard (UK ETS), in order to achieve accredited carbon neutral
status.
Key energy efficiency actions are described above in our Environmental section of the ESG report.
Under the SECR (Streamlined Energy and Carbon Reporting) framework Group Scope 1 & 2 energy use
in 2021 is set out below:
• 1,617 MWh from electricity, gas and own transport consumption (2020: 1,523MWh) an
increase of 6%.
• Total CO2 emissions related to this energy consumption was 318 tCO2e (2020: 308 tonnes) an
increase of 3%, of which 3tCO2e from Scope 1 relating to own vehicles and 315tCO2e mainly
from electricity and gas usage during production
• The Intensity ratio is calculated as the tonnes of CO2 per £m sales above divided by the
reported 2021 total group revenue as per the Income statement
• The Intensity ratio for 2021 is 5.1 (2020 6.1) a reduction of -16%
We have seen an improvement in our energy intensity ratio from operational efficiencies which will
improve further with the move to the new Blackburn site. Once the new site is fully operational, we
will reset our baseline emissions and use this as a reference point to measure further improvements.
Recognising the need for flexible working post Covid we have introduced a working from home policy
with sustainability guidelines and financial support for employees to reduce their carbon emissions
whilst working at home.
Social
We’ve supported a wide range of activities to encourage and facilitate sportsmen and sportswomen
from disadvantaged and under-represented communities access cycling.
Building long-term partnerships and relationships is key to us and we’re proud that the organisations
we’ve supported in 2021 we plan to continue working with in 2022 and beyond.
The Black Unity Bike Ride is an alliance of London’s black cycling groups supported by more than 20
organisations and collectives from across London’s community with regular events and an annual 14
mile bike ride into London. We sponsored the second annual event providing sports nutrition for all
riders.
Further afield we continued our support for the Tour de Lunsar in Sierra Leone, West Africa’s largest
grassroots cycling race, and sponsor the Flames Cycling Club in Sierra Leone, an amateur team who
aim to use sport to empower young people.
19
STRATEGIC REPORT
ENVIRONMENTAL, SOCIAL, GOVERNANCE REPORT
In the USA we’ve continued our collaboration and support of the LA Bike Academy, a youth education
program, community bike shop and youth cycling team with a mission to empower, educate and
develop entrepreneurial and leadership skills in boys and girls between the ages of 8-18.
We’re proud to partner the L39ION of Los Angeles cycling team providing financial and sports nutrition
support for an organisation whose aim is to advance cycling, eliminate boundaries and promote
diversity, representation and inclusion and provide a pathway into the support for young athletes
from all backgrounds.
The Science in Sport employee team participates in an annual London to Paris cycle ride which in 2021
was postponed due to Covid restrictions. We’ve been training hard and are looking forward to getting
back in the saddle for this team building event in 2022.
In the UK, Derek Williams, a former heavyweight boxing champion of Europe and the Commonwealth,
set up the Champion Mindset initiative. We’ve provided financial assistance and PhD products to
support his activity programme with disaffected young people to tackle the underlying issues of low
self-esteem, anxiety and fear in secondary school students who are deemed at risk of exclusion
We also provided cycling clothing and sports nutrition to support a team of young cyclist undertaking
their first long distance ride from London to Brighton with the Inspirational Youth organisation.
Bringing together inspirational stories, our new podcasts series available on the SiS website called
‘Paper to Podium’ has highlighted issues faced by world class female athlete’s such as England
footballer Jordan Nobbs and UFC fighter ‘Meatball’ Molly McCann. Issues addressed range from the
impact of the menstrual cycle on performance to recovering from injury and what it means to be a
role model for young athletes.
Employees
The diversity of our workforce is a strength, and we are keen to recruit employees from a wide range
of backgrounds. In 2021 45% of our workforce identified as non-UK nationals well ahead of the 15%
UK average in the 2021 ONS Labour Force Survey.
We regularly collect and report employee diversity data. 20% of our employees identify as BAME vs.
14% in the UK overall in the most recently available census data. BAME employee representation is
even higher at the Executive Team level.
For the first time in 2021 we welcomed 5 Career Ready interns into the business. Career Ready is a
national social mobility charity with the aim of empowering young people by connecting them to the
world of work, providing workplace experiences, career insights, and a network of support. After the
success of the summer programme, we offered interns placements to continue working with us during
their breaks from studying. Following the success of the first year of the partnership, we are excited
about increasing the number of interns we welcome in 2022.
Health & Safety is a priority for the business with regular reporting on incidents and near misses. We
run an active programme of safety improvement observations to continuously improve safety. Both
the Executive team and Board review the monthly reporting and actions taken. In 2021 we had a single
reportable incident, the first for over 3 years. Corrective action has been put in place.
20
STRATEGIC REPORT
ENVIRONMENTAL, SOCIAL, GOVERNANCE REPORT
Our aim is to become an Employer of Choice both within the sports nutrition industry and the wider
consumer sector. We recruited a new experienced People team to deliver this goal. We’ve started to
launch tailored training courses, personal development and improved people processes to support
our employees as they develop their careers and experience with our fast-growing business.
We became an accredited Real Living Wage employer during the year committing to fair pay for all
our employees and contractors at all our sites in the UK.
During the ongoing Covid pandemic we supported our employees with monthly Health & Wellbeing
sessions presented by external experts on key area such as personal resilience, helping others,
psychological safety post lockdown and sense of purpose.
We ran a Wellbeing Week in May with daily events to encourage all employees to focus on their health
and mental wellbeing. The theme was taking time out from the busy working week to get outside and
reconnect with nature. The event received strong positive feedback with a high level of participation
including a yoga session in the factory car park.
We participated in the Inside Out Leader Board, driving awareness of the importance of accessible
mental health. Internally we encouraged an open and supportive discussion about mental health in
the business. We are investing in training mental health champions to provide support in the
organisation. Online counselling support is provided through Together All our Employee Assistance
partner on a wide range of issues for all our colleagues to access.
Gender diversity across the business is set out below:
Female
Male
-
2
108
110
5
4
110
119
Directors
Executive Team
All employees
Total
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 under the Corporate Governance section.
Due to our statutory loss before tax, we are not a net corporation tax-payer. We contribute to the
economy through our VAT and PAYE payments. Our Group Taxation Policy is to pay the right amount
of tax, at the right time, in the right place, 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.
21
STRATEGIC REPORT
ENVIRONMENTAL, SOCIAL, GOVERNANCE REPORT
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 is included
above under Principal Risks & Uncertainties section of the Strategic Report.
For the first time in 2021 we prepared an ESG risk register identifying environmental, social and
governance risks faced by the Group with mitigating action. With a focus on materiality and alignment
with the UN Sustainability goals the aim was to enhance business resilience through long term value
creation. The ESG risk register was approved by the Board and is regularly reviewed in Board meetings.
Transparency International Anti-Bribery training has been rolled out in 2021 for all senior managers.
To ensure that employees are aware of their obligations under the Ant-Bribery Act 2010, they are
required to obtain a pass certificate in the course. Demonstrating that the organisation has ‘adequate
procedures’ in place to prevent bribery is a defence against the offence of failing to prevent bribery.
As a business we have an Ethics policy with zero-tolerance for corruption and bribery as well as anti-
competitive practices.
Our Anti-Slavery Policy was reviewed and updated and can be found on our corporate website.
We recognise the importance of suppliers as strategic partners as we continue to grow the business.
In 2021 we identified the need to improve our supplier management and visibility. We have invested
in a Supplier Quality Assurance Manager to improve supply chain supplier relationships, a Ledger
Manager and additional accounts payable resource to improve this area.
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’.
22
STRATEGIC REPORT
ENVIRONMENTAL, SOCIAL, GOVERNANCE REPORT
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
23
GOVERNANCE
DIRECTORS’ REPORT
Section 172 statement
This constitutes 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 Corporate Social
Responsibility 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 hard work and dedication of all the people who work for
PhD and Science in Sport. We continue 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 such as the monthly
CEO Briefing. We run monthly Wellbeing sessions providing all employees with practical sessions on
mental health and wellbeing, provide mental health awareness training for managers and an
employee assistance programme for all employees with accessible online counselling.
In 2021 we became an accredited Real Living Wage employer.
Customers
As with any business, our customers are our key stakeholders, and our strategic model investments in
product innovation, technology and data science 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.
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.
24
GOVERNANCE
DIRECTORS’ REPORT
We operate with mutual confidentiality agreements in place and conduct open and two-way
conversations with our biggest suppliers about our business and strategy.
We have recently invested in additional resource in this area to improve the supplier experience.
Investors
Investors 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. Consequently, we started presenting results
on 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
The example below sets out 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 in 2020 to move to a new supply chain site at Blackburn in 2022. This was a
key decision for the group and the Board was extensively involved in the decision-making process.
As the project has progressed in 2021 employees at the current Nelson site have received regular
communication and consultation with a Human Resources specialist recruited to support the move.
Suppliers have been contacted about the termination of warehousing and logistics agreements
currently in place and no longer required as all operations move to a single site. Both SiS employees
and third-party logistics employees directly working in our supply chain and impacted by the move
have been offered new roles at Blackburn and support to move if required.
The Board has received regular updates on the progress of the Blackburn project and supported the
consultative approach taken by the project team.
The Directors present their report together with the consolidated financial statements for the year
ended 31 December 2021.
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.
25
GOVERNANCE
DIRECTORS’ REPORT
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 89.
Future developments
The Strategic report and the Chairman and Chief Executive reports cover the Group’s performance
during the year ended 31 December 2021, 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 Mather
Details of Directors are included on pages 34 to 35.
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 37 to 41.
Dividends
No dividends were paid and none proposed (31 December 2020 – £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 13 to 15.
26
GOVERNANCE
DIRECTORS’ REPORT
As at 31 December 2021, the Group had cash balances of £4.9m (2020: £10.5m). The net decrease in
cash and cash equivalents in the year ended 31 December 2020 was £5.6m (2020: £5.1m increase), of
which £6.5m was due to capital investment including the development of a new single site operations
facility at Blackburn and a new customer data platform which is driving online sales growth. The Group
made a loss after tax for the year attributable to owners of the parent of £6.8m (2020: loss of £1.7m)
and expects to make a further loss after tax in the year ending 31 December 2022.
In both 2020 & 2021 we demonstrated the resilience of the business to withstand the Covid-19
pandemic impact. Despite the impact on UK retail and export sales, consumers continue to choose to
shop online. This accelerated our online growth to 39% in 2020, it has remained at this level in 2021
at 40%. Online growth is one of the pillars of our proven strategy and we increasingly invested in this
channel throughout 2021.
With the continued uncertainty at the start of 2021 due to a new lockdown, management took steps
to manage cash and profitability. As markets came out of lockdown in the year we accelerated our
marketing and capital investment to capture the growth opportunities which became available.
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 2023 and in doing so considered reasonable, possible changes over the forecast period.
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 sufficient to cover future growth plans. In addition, further available asset
financing facilities are also available at year end from HSBC of £3.7m and from Lombard Asset
Financing of £2.4m for planned capital investment.
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 (2020: 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.
27
GOVERNANCE
DIRECTORS’ REPORT
Substantial shareholdings
As at 31 December 2021, the following Shareholders own more than 3% of issued share capital of the
Company:
Shareholder
Number of shares
Percentage holding
%
Tellworth Investments
Aviva Investors
Otus Capital Management
JO Hambro Capital Management
River & Mercantile Asset Management
AXA Framlington Investment Managers
Sarasin & Partners
Burgundy Asset Managers
Baillie Gifford & Co
Cazenove Capital Management
Auditors
14,789,158
14,649,192
14,111,855
12,200,000
9,663,130
5,775,389
5,593,305
5,416,183
5,234,097
5,227,458
10.95
10.84
10.45
9.03
7.15
4.27
4.14
4.01
3.87
3.87
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 UK adopted International Accounting Standards.
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.
28
GOVERNANCE
DIRECTORS’ REPORT
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 UK
adopted International Accounting Standards subject to any material departures disclosed and
explained in the financial statements;
state whether the Company financial statements have been prepared in accordance with UK
adopted International Accounting Standards IFRSs and as applied in accordance with the
provisions 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
29 March 2022
29
GOVERNANCE
CORPORATE GOVERNANCE 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 i) Win in Science, Product & Elites;
ii), Premium Brand; iii) Best in Class Data Science; iv) Global Online Scale and iv) Efficient Supply Chain.
The Board receives regular updates on ESG, with progress on key initiatives such as Real Living Wage,
Carbon emission reporting as well as any key developments in corporate culture. We have
strengthened the People team this year with 2 new roles to support the continued 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 business model and strategy can be found on page 3, and the key
challenges in their execution can be found on pages 13-15.
30
GOVERNANCE
BOARD OF DIRECTORS
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.
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 worked well as a unit and provided valued advice and support
during the ongoing Covid-19 pandemic both in formal Board meetings and on an ad hoc basis.
Following Board feedback, the level of information provided to the Board has been increased to
support decision-making and give greater detail on the budgeting process. A Board update on digital
marketing and technology linked to the new customer data platform took place.
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. Board directors have held regular updates with members of the Exec team on
subjects such as funding strategy, technology and supply chain development. 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.
No Changes to Board of Directors roles or responsibilities took place in the financial year.
Board Governance Framework
The Board
Meets quarterly and at other times when required.
Comprises the Chairperson, 2 non- execs and 2 execs
Nomination Committee
This committee meets annually as and
when required.
Comprises the Chairperson and 2 non-
execs
Audit Committee
This committee meets quarterly and at
other times when required.
Remuneration Committee
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
31
GOVERNANCE
BOARD OF DIRECTORS
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 is chaired by Roger
Mather and 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 36.
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 is chaired
by Tim Wright and 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 with reference to external benchmarking data. The remuneration
committee also makes recommendations to the Board concerning the allocation of share options to
employees.
The Remuneration Committee report is on page 37-41.
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.
32
GOVERNANCE
BOARD OF DIRECTORS
Directors attendances at meetings of the Board and its Committees during 2021 were:
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
• Monitoring the progress of the new Blackburn supply chain facility
•
Supporting the Executive managing through the Covid environment
•
Reviewing progress against ESG objectives and the ESG risk register
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 20, report on the
involvement of employees in the affairs, policy and performance of the Company.
Streamline Energy & Carbon Reporting (SECR)
Reporting can be found in the ESG section of the Annual Report on page 18. The Group is required to
report as a large, non-main market listed company with over 40,000kwh of energy usage in the year.
33
BoardAudit CommitteeRemuneration CommitteeNomination CommitteeJohn Clarke4/44/44/41/1Roger Mather4/44/44/41/1Tim Wright4/44/44/41/1Stephen Moon4/44/4--James Simpson4/44/4--
GOVERNANCE
BOARD OF DIRECTORS
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.
John brings extensive global leadership expertise of consumer brands to the SiS board. John’s
experience of delivering above market growth through global recessions has supported the board as
SiS returned to historic levels of growth despite the ongoing impact of Covid. In addition as the Chair
of another AIM listed business John brings governance and board leadership capability to SiS.
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.
Tim’s experience providing innovation and brand strategy advice to fast growing consumer healthcare
businesses brings a focus on product development and new product development capability to the
board which is central to the SiS growth strategy.
Roger Mather
Independent Non-Executive Director
Appointed 31st 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, Asia Pacific and North
America. 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.
34
GOVERNANCE
BOARD OF DIRECTORS
Prior to Mulberry, he worked for more than 10 years at 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 non‐executive and part‐
time roles. 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 and of Beaudesert Park School Limited.
Roger brings a broad range of senior financial and executive leadership experience gained in fast
growing international consumer businesses which are a strategic fit with the SiS growth strategy. His
knowledge of digital strategy and supply chain distribution brings to the board further experience in
these key strategic areas.
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.
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 2021 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.
35
GOVERNANCE
AUDIT COMMITTEE REPORT
Audit Committee: composition and terms of reference
The Audit Committee comprises two Non-Executive Directors and is 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 four Audit Committee meetings during the year. The Audit Committee reviews the findings
of the external auditors and reviews accounting policies and material accounting judgement 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:
•
Appraised the effectiveness and performance of our external auditors, assessed their
independence and objectivity, and recommended their reappointment.
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
The appropriateness of the application of the going concern basis in preparation of the financial
statements following a review of forecasts to December 2023.
Impact of the ongoing COVID-19 pandemic on the business, monitoring the Group’s financial
performance, new and emerging risks, and our business continuity and resilience
•
•
•
•
•
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 £35,000 for the year (2020 – £39,000).
The Audit Committee have considered the non-audit fees agreed with BDO LLP which primarily cover
taxation calculations and are satisfied that the objectivity and independence of the Auditors is
safeguarded.
ROGER MATHER
Chairman of Audit Committee
29 March 2022
36
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.
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. Direct
benchmarking of remuneration is not possible given the specialised nature and size of the Group. 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.
37
GOVERNANCE
REMUNERATION COMMITTEE REPORT
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 or revenue growth or both. 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.
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.
STIP and LTIP share based payment charges were accrued in the 2021 financial year based on revenue,
profitability and brand performance against targets defined by the Remuneration Committee for the
2021 financial year. Options have not yet been awarded to participants at the current time.
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 no option awards under the 2021
STIP and LTIP schemes. Options relating to these schemes will be granted in the 2022 financial year.
Option awards were made in 2020 as follows in respect of the LTIP & STIP for the 2019 financial year:
•
•
•
•
•
In respect of the LTIP for the year ended 31 December 2021, nil (2020 1,555,612) nil-cost
options were granted to S N Moon
In respect of the LTIP for the year ended 31 December 2021, nil (2020 1,648,889) nil-cost
options were granted to senior employees
In respect of the STIP for the year ended 31 December 2021, nil (2020: 1,108,070) nil-cost
options were granted to S N Moon
In respect of the STIP for the year ended 31 December 2021, nil (2020: 49,805) nil-cost options
were granted to J L Simpson
In respect of the STIP for the year ended 31 December 2021, nil (2020: 731,210) 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.
38
GOVERNANCE
REMUNERATION COMMITTEE REPORT
Policy on Non-Executive Directors’ remuneration
John Clarke, Roger Mather 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.
Details of Directors’ remuneration (Audited)
The emoluments paid to the individual Directors of the Company for the period were as follows.
Year ended 31 December 2021
Year ended 31 December 2020
The above fees and emoluments exclude reimbursed expenditure incurred in the conduct of Company
business.
39
Salary/ FeesLTIPSTIPBenefits in KindPensionTotal£’000£’000£’000£’000£’000£’000Executive DirectorsStephen Moon2944622856-1,047James Simpson185210692-466Non- executive DirectorsJohn Clarke49----49Tim Wright38----38Roger Mather37----376036723548-1,637Salary/ FeesLTIPSTIPBenefits in KindPensionTotal£’000£’000£’000£’000£’000£’000Executive DirectorsStephen Moon274513-6-793James Simpson173--1-174Non- executive Directors-John Clarke45----45Tim Wright35----35Roger Mather34----34561513-7-1,081
GOVERNANCE
REMUNERATION COMMITTEE REPORT
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 2021
Ordinary shares of
10p each
31 December 2020
924,537
313,635
156,823
106,790
54,689
924,537
313,635
108,108
106,790
54,689
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 2021
31 December
2020
7,755,504
548,633
49,805
7,755,504
548,633
49,805
40
GOVERNANCE
REMUNERATION COMMITTEE REPORT
Details of share options at 31 December 2021 of the Directors who served during the year are
below:
Date of grant
Exercise
price
pence
Share price
on date of
grant
Number
of
options
Earliest
exercise date
Expiry date
SN Moon
22 July 2014
SN Moon
26 March 2015
SN Moon
22 March 2016
SN Moon
26 Sept 2016
SN Moon
22 March 2017
SN Moon
22 March 2017
SN Moon
21 March 2018
SN Moon
20 March 2019
S N Moon
1 October 2020
S N Moon
1 October 2020
J L Simpson
1 October 2020
JM Clarke
22 March 2016
JM Clarke
26 Sept 2016
nil
nil
nil
nil
nil
nil
nil
nil
nil
nil
Nil
nil
nil
72.0p
328,125
22 July 2014
21 July 2024
68.0p
267,206
26 March 2015 25 March 2025
52.5p
1,089,675
22 March 2016 21 March 2026
68.75p
1,460.356
22 March 2019
25 Sept 2026
81p
623,721
22 March 2017 21 March 2027
81p
460,164
22 March 2018 21 March 2027
73p
81,806
21 March 2018 20 March 2027
52p
780,769
20 March 2019 20 March 2029
33p
1,108,070 1 October 2020 1 October 2030
33p
1,555,612
1 April 2022
1 April 2032
33p
49,805 1 October 2020 1 October 2030
52.5p
221,360
22 March 2016 21 March 2026
68.75p
327,273
22 March 2019
25 Sept 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 at 31 December 2021 or 31 December 2020.
TIM WRIGHT
Chairman of the Remuneration Committee
29 March 2022
41
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
SCIENCE IN SPORT PLC
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 2021 and of the Group’s loss for the year then ended;
the Group financial statements have been properly prepared in accordance with UK adopted
international accounting standards;
the Parent Company financial statements have been properly prepared in accordance with UK
adopted international accounting standards 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 2021 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 UK
adopted international accounting standards 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.
42
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. 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;
reviewing the current cash position and assessing the reasonableness of headroom within existing
banking facilities;
considering 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;
performing reverse stress testing on the forecasts by understanding what reduction in trading
would be required before the business runs out of liquidity;
evaluating management’s ability to undertake mitigating actions should it experience downside
scenarios; and
assessing the adequacy and appropriateness of management’s going concern disclosures
ensuring these reflect the key judgements and estimates.
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 and the
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
Coverage
82% (2020: 89%) of Group revenue
Key audit matters
2021
2020
Revenue recognition
Impairment of intangible assets
Impact of Covid-19 and Brexit
✓
✓
✓
✓
The Impact of Covid-19 and Brexit is no longer considered to
be a key audit matter due to the lower level of uncertainty,
however we have retained the Impairment of intangible assets
element of this risk due to continued economic uncertainty and
reported as a standalone key audit matter for 2021.
Materiality
Group financial statements as a whole
£600,000 (2020: £480,000) based on 1% (2020: 1%) of revenue
43
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.
The scope of the group audit included both UK trading companies, SiS (Science in Sport) Limited and
PhD Nutrition Limited, which were deemed to be significant based on our analysis their contribution to
key financial metrics. We also concluded the parent company, Science in Sport Plc was a significant
component. These companies were subject to full scope audits to their respective component
materiality. All audit work performed for the purposes of the group audit was undertaken by the group
audit team.
We performed specific audit procedures on subsidiaries in Australia, USA and Italy, including a review
of unusual journal entries, revenue cut-off, inventory and cash. This work was also performed by the
group audit team. These components contributed 18% of revenue.
There are no significant changes to our scope from the 2020 group audit.
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.
44
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. The Group’s
revenue streams remain
consistent, these being
Digital and Marketplace
(together Online) Export
and Retail.
We consider the primary
risks to be the correct
application of cut-off around
the period end and
judgemental adjustments in
respect of promotional
accruals.
The Group enters into
commercial arrangements
with its customers to offer
rebates and promotional
discounts. This part of the
risk is applicable to all
revenue streams apart from
Digital sales to Online
customers.
The potentially complex
and varying nature of these
arrangements means there
is a risk that they are not
appropriately captured and
accounted for. There is a
risk that both the balance
sheet accrual and
corresponding adjustment
to revenue
could be misstated and we
therefore determined this to
be a key audit matter.
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 and
considered their compliance with relevant
accounting standards and confirmed the application
of these policies as part of our transactional testing.
We tested a sample of revenue impacting manual
journal entries throughout the full period and also
journal entries which did not follow the expected
revenue transaction flow (which constitute outliers
from our expectation) to valid supporting
documentation.
We agreed a sample of items recognised around
the year-end to shipping documentation to check
that revenue has been correctly recorded in the
period. We determined the period of review with
reference to the destination of goods and applied a
longer review period for sales to customers outside
of Europe. Depending on the customer terms and
conditions and when control passed to the
customer, samples were vouched to a combination
of proof of delivery and/or despatch shipping
documentation.
We performed testing over a sample of credit notes
issued after year end assessing the rationale for
each credit note in order to identify any potential
side arrangements with customers entered into to
artificially increase 2021 revenue.
We tested on a sample basis, the calculation of
year end rebate and promotional discount accruals,
obtaining documentation (e.g. contracts and
supporting sales data) to support the completeness
and measurement of the accruals balance.
We checked the value of credit notes issued after
year end against the year end accrual to assess the
completeness of the rebate and promotional
discount accruals and the existence of revenue
recorded at year end.
We performed analytical procedures to address the
rebate and promotional discount accruals
completeness risk including analysing revenue
compared to the rebate and promotional accruals
by customer. Any unusual movements noted were
investigated further and corroborated to ensure
appropriate.
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.
45
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
SCIENCE IN SPORT PLC
Impairment of
intangible
assets
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
components of
intangible
assets are set
out in note 11.
The group has significant
intangible assets which were
recognised in December 2018
when PhD Nutrition Limited
was acquired. Management
are required to perform an
annual impairment
assessment on the value of
the PhD Nutrition Limited cash
generating unit.
Due to the magnitude of the
balance subject to impairment
review and high level of
estimation and judgement
required by management in
preparing the impairment
assessment, we have
assessed the impairment of
intangible assets to be a
significant risk and key audit
matter.
We have obtained management’s PhD Nutrition
Limited impairment assessment and performed
the following procedures;
•
•
checked the mathematical accuracy of
the impairment model;
reviewed the forecast data against the
board approved budget and strategic
plan;
• assessed the historic accuracy of
management’s previous budgets
compared to actual results;
•
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;
• performed sensitivity analysis on the key
assumptions including consideration of
‘worst case scenarios’ and changes in
other key assumptions which could
change the conclusion reached by
management; and
•
reviewed disclosures in the annual
report to ensure they provide sufficient
and appropriate analysis to the users of
the financial statements.
Key observations:
Based on the results of our work we concur with
management’s assessment that no impairment of
intangible assets is necessary and that the
disclosures within
the Annual Report are
appropriate.
46
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
2021
£
600,000
1% of Group
revenue
2020
£
480,000
1% of Group
revenue
Parent company financial
statements
2021
£
250,000
0.34% of Net
assets
2020
£
250,000
0.35% of Net
assets
Considered the most appropriate
as it most accurately reflects the
Parent Company’s status as a non-
trading holding company.
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 EBITDA
is a reported alternative performance
measure, 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.
450,000
360,000
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
47
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
SCIENCE IN SPORT PLC
Component materiality
We set materiality for each component of the Group based the size and our assessment of the risk of
material misstatement of that component. Component materiality ranged from £250,000 to £500,000.
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.
Reporting threshold
We agreed with the Audit Committee that we would report to them all individual audit differences in
excess of £12,000 (2020: £9,600). 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.
48
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
SCIENCE IN SPORT PLC
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
Directors’
report
and
on
Matters
which we are
to
required
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.
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.
49
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
SCIENCE IN SPORT PLC
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 journal entries to revenue and
the estimation of 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
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.
50
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
SCIENCE IN SPORT PLC
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
29 March 2022
BDO LLP is a limited liability partnership registered in England and Wales (with registered number
OC305127).
51
FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Notes
4
5
6
9
Year
ended
31 December
2021
£’000
Year
ended
31 December
2020
£’000
62,539
(31,189)
31,350
(36,573)
(5,223)
5
(119)
(5,337)
(1,480)
(6,817)
9
(62)
(2)
50,351
(25,755)
24,596
(26,833)
(2,237)
43
(79)
(2,273)
545
(1,728)
171
(25)
(32)
(6,872)
(1,614)
Revenue
Cost of goods
Gross profit
Operating expenses
Loss from operations
Finance income
Finance cost
Loss before taxation
Taxation (expense) / benefit
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
10
(5.0p)
(1.3p)
All amounts relate to continuing operations.
The notes on pages 56 to 84 form part of these consolidated financial statements.
52
FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at
31 December
2021
£’000
As at
31 December
2020
£’000
Notes
Company number: 08535116
Non-current assets
Intangible assets
Right of use assets
Property, plant and equipment
Deferred tax asset
Total non-current assets
Current assets
Inventories
Trade and other receivables
Cash and cash equivalents
Total current assets
Total assets
Current liabilities
Trade and other payables
Lease liabilities
Asset financing
Hire purchase agreement
Derivative financial liabilities
Total current liabilities
Non-current liabilities
Lease liabilities
Asset financing
Hire purchase agreement
Deferred tax liability
Total non-current liabilities
Total liabilities
11
18
12
17
13
14
15
16
18
27
26
25
18
27
26
17
31,717
10,659
5,251
323
47,950
8,447
12,679
4,850
25,976
32,099
520
1,847
1,203
35,669
6,974
9,841
10,466
27,281
73,926
62,950
(14,865)
(161)
(316)
(77)
-
(15,419)
(10,511)
(1,182)
(162)
(2,579)
(14,434)
(11,838)
(134)
-
(75)
(10)
(12,057)
(412)
-
(239)
(2,195)
(2,846)
(29,853)
(14,903)
44,073
48,047
13,510
51,839
(158)
(907)
(117)
(2)
(20,092)
44,073
13,510
51,839
(191)
(907)
(55)
(9)
(16,140)
48,047
Net assets
Capital and reserves attributable to owners of the Parent company
Share capital
19
Share premium reserve
Employee benefit trust reserve
Other reserve
Foreign exchange reserve
Cash flow hedge reserve
Retained deficit
Total equity
These consolidated financial statements were approved and authorised for issue by the Board on 29 March
2022 and signed on its behalf by:
STEPHEN MOON, Director
The notes on pages 56 to 84 form part of these consolidated financial statements.
53
FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF CASH FLOWS
Cash flows from operating activities
Loss for the financial year
Adjustments for:
Amortisation
Depreciation of right-of-use asset
Depreciation
Interest expense
Taxation
Share based payment charge
Operating cash inflow before changes in working capital
Notes
11
18
12
9
Changes in inventories
Changes in trade and other receivables
Changes in trade and other payables
Total cash (outflow) / inflow from operations
Cash flow from investing activities
Purchase of property, plant and equipment
Purchase of intangible assets
Net cash (outflow) from investing activities
Cash flow from financing activities
Gross proceeds from issue of share capital
Net proceeds from asset financing
Interest paid on asset financing
Principal repayments of lease liabilities
Interest paid on lease liabilities
Finance income
Share issue costs
Net cash inflow from financing activities
Net (decrease) / increase in cash and cash equivalents
Opening cash and cash equivalents
Closing cash and cash equivalents
15
The notes on pages 56 to 84 form part of these consolidated financial statements.
Year
ended
31 December
2021
£’000
Year
ended
31 December
2020
£’000
(6,817)
(1,728)
2,702
226
706
112
1,480
2,898
1,307
(1,473)
(2,838)
2,842
(162)
(4,119)
(2,420)
(6,539)
-
1,498
(2)
(359)
(57)
5
-
1,085
(5,616)
10,466
4,850
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
54
FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Share
capital
Share
premium
£’000
12,282
£’000
48,829
Employee
Benefit
Trust
reserve
£’000
(193)
Other
reserve
£’000
(907)
Foreign
exchange
reserve
Cash flow
hedge
reserve
Retained
deficit
Total
equity
£’000
(30)
£’000
(148)
£’000
(14,636)
£’000
45,197
At 31 December 2019
Total comprehensive
loss for the year
Transactions with
owners
Issue of shares:
–
–
Placing
1,228
3,316
Transaction costs of
placing
Issue of shares held by
EBT to employees
Share based payments
–
–
–
(306)
–
–
–
–
–
2
–
–
(25)
139
(1,728)
(1,614)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
4,544
(306)
(2)
–
226
226
At 31 December 2020
13,510
51,839
(191)
(907)
(55)
(9)
(16,140)
48,047
Total comprehensive
loss for the year
Transactions with
owners
Issue of shares held by
EBT to employees
Share based payments
–
–
–
–
–
–
–
33
-
–
–
–
(62)
–
–
7
–
–
(6,817)
(6,872)
(33)
-
2,898
2,898
At 31 December 2021
13,510
51,839
(158)
(907)
(117)
(2)
(20,092)
44,073
The notes on pages 56 to 84 form part of these consolidated financial statements.
55
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 UK adopted
International Accounting Standards as applied in accordance with the provisions of the Companies Act 2006, and these
are set out on pages 85 to 90.
The financial statements are prepared for the year ended 31 December 2021.
The Group’s financial statements have been prepared in accordance with UK adopted International Accounting
Standards 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 UK adopted International Accounting Standards that were applicable for the period ended
31 December 2021.
1.3 New accounting standards, interpretations and amendments adopted by the Group
The Group has adopted the new interpretations and revised standards below effective for the year ended 31 December
2021, 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 2021 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).
IFRIC Interpretation paper on Customisation or configuration costs in a cloud computing arrangement has been taken
into account in preparing the 2021 accounts. As a result of this change in accounting policy, costs relating to the
customisation or configuration of cloud computing software over which SIS does not have ultimate control are charged
as an expense in the period incurred. It was decided not to re-state the 2020 financial statements as the impact is
deemed to be not material.
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:
Property, Plant and Equipment: Proceeds before intended Use (Amendments to IAS 16);
• Onerous Contracts – Cost of Fulfilling a Contract (Amendments to IAS 37);
•
• 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.
56
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. Accounting policies (continued)
IFRIC Interpretation paper on Customisation or configuration costs in a cloud computing arrangement has been taken
into account in preparing the 2021 accounts. As a result of this change in accounting policy, costs relating to the
customisation or configuration of cloud computing software over which SIS does not have ultimate control are charged
as an expense in the period incurred. It was decided not to re-state the 2020 financial statements as the impact was
deemed to be not material.
1.5 Going concern
The Directors have, at the time of approving the financial statements, a reasonable expectation that the Company and
the Group have adequate resources to continue in operational existence for the foreseeable future. As a result, they
continue to adopt the going concern basis of accounting in preparing the financial statements. Further detail is
contained in the Directors’ report.
The Group made a loss after tax for the year attributable to owners of the parent of £6.8m (2020: loss of £1.7m) of
which £7.8m was non-cash items such as depreciation, amortisation and share based payments. The net decrease in
cash at bank at the year ended 31 December 2020 was £5.6m (2020: £5.1m increase), this was primarily due to capital
investment in the Blackburn facility and technology to drive online sales growth. As at 31 December 2021, the Group
had cash at bank of £4.9m (31 December 2020: £10.5m), and an £8m invoice financing credit facility which was not
utilised. In addition, asset financing credit facilities are in place with HSBC and £3.5m with Lombard Asset Finance to
finance capital investment in the future.
The business proved resilient during the Covid-19 pandemic with a strong return to revenue growth as lockdown eased.
Our online channel continues to grow strongly, with retail and international channels now back in growth. Management
have prepared sensitivity analysis and scenario planning of different revenue outcomes, including interruption of trade,
no sales growth, and reduction in gross margin to stress-test potential impacts on the cash position of the business, and
concluded that in each of these downside stress tests sufficient liquidity is in place. The Directors have prepared
projected cash flow information for the period ending 31 December 2023.
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.
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.
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.
57
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. Accounting policies (continued)
1.7 Revenue (continued)
(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 underlying EBITDA 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
operating profit / (loss) 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
Share-based payment expense
Depreciation & amortisation
Foreign exchange variances on intercompany balances
Cloud software accounting policy change
Blackburn new facility transition costs
Underlying EBITDA
Year Ended 31
December
2021
(£’000)
Year Ended 31
December 2020
(£’000)
(5,223)
(2,237)
2,898
3,634
72
728
125
2,234
226
3,168
(71)
-
-
1,086
58
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED 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.
59
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED 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
Useful economic life
10 years
10 years
Valuation method
Relief from royalty
Multi period excess earnings
(ii) Internally generated intangible assets
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.
60
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED 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.
Useful economic life
Website and software development
Product development
5 years
5 years
1.17 Impairment of tangible and intangible assets
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.
61
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED 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:
Raw materials
- cost of purchase on a first in, first out basis.
Work in progress and finished goods
- 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.
62
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED 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.
63
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1.Accounting policies (continued)
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.
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.
64
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. Accounting policies (continued)
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
Lease recognition on existing Nelson manufacturing plant & online warehouse facility
(i)
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 for these items 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. Notice has been given
on both the manufacturing site lease and the online warehouse facility lease due to the move to the new Blackburn
single supply chain site. 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.
(ii) Capitalised costs
Management capitalises specific payroll costs related to the development of intangible assets such as new product
development and technology development where the requirements of IAS38 intangible assets accounting standard are
met. This requires that the project is technically feasible to complete, management intends to complete the project and
has resources to do so. The project itself has been assessed to generate future economic benefits for the business. Any
technology spend falling under the IFRIC cloud computing accounting policy change has been expensed as incurred.
(iii) Blackburn new operating site
A Right of Use asset has been recognised relating to the new Blackburn facility. The lease length is 15 years and starts
from the 28th February 2022. The right of use asset is recognised from October 2021 when the underlying asset was
available for use and SiS fit out started.
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.
65
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1.Accounting policies (continued)
1.27 Critical accounting estimates and judgements (continued)
(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 £0.3m in respect of
gross unutilised tax losses of £1.4m. 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 £17.7m (FY 2020: £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.
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.
66
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
2. Financial risk management (continued)
As of 31 December, the Group's net exposure to foreign exchange risk was as follows:
AUD $
EUR €
USD $
NZD $
Total
(b) Credit risk
2021
(£’000)
104
633
255
-
992
2020
(£’000)
349
745
220
117
1,431
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 47% (2020– 51%) of the Group’s revenue and hence there is some risk from the
concentration of customers, the largest single customer is 18% (2020 – 19%) of revenue and is a major international
online business. Further disclosures regarding trade and other receivables are included in Note 26.
(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 £15.0 million (2020 – £11.8 million) as
disclosed in note 16.
The following table sets out the contractual maturities (representing undiscounted contractual cash-flows) of financial
liabilities
Up to 3
months
£'000
7,438
19
(62)
7,395
Between 3
and 12
months
£'000
-
58
222
280
Between 1
and 2 year
Between 2
and 5 years
Over 5 years
£'000
-
162
425
587
£'000
-
-
3,835
3,835
£'000
-
-
6,252
6,252
Trade Payables
Hire Purchase
Lease 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.
67
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
2. Financial risk management (continued)
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 18% 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.
Sales
Gross profit
Advertising and promotions
Carriage
Online Selling Costs
Trading contribution
Other operating expenses
Loss from Operations
SiS
£'000
32,939
20,064
(6,066)
(6,662)
(1,141)
6,195
2021
PhD
£'000
29,600
11,286
(4,143)
(1,534)
(84)
5,525
Total
£'000
62,539
31,350
(10,209)
(8,196)
(1,225)
11,720
(16,943)
(5,223)
SiS
£'000
25,408
15,665
(5,278)
(4,051)
(748)
5,588
2020
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)
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. Ebay sales have been reclassified in 2020 from Digital to Marketplace.
SiS
£'000
10,974
8,230
19,204
6,208
7,527
32,939
2021
PhD
£'000
5,105
10,581
15,686
3,374
10,540
29,600
Total
£'000
16,079
18,811
34,890
9,582
18,067
62,539
SiS
£'000
9,426
5,100
14,526
4,471
6,411
25,408
2020
PhD
£'000
3,181
7,259
10,440
4,820
9,683
24,943
Digital
Marketplace
Online
Export
Retail
Total sales
Total
£'000
12,607
12,359
24,966
9,291
16,094
50,351
68
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
4. Revenue from contracts with customers (continued)
Turnover by geographic destination of sales may be analysed as follows
United Kingdom
Rest of Europe
USA
Rest of the World
Total sales
5. Operating expenses
Sales and marketing costs
Operating costs
Depreciation and amortisation
Share based payment charge (1)
Administrative expenses
Year ended
31
December
2021
£’000
36,622
11,419
5,088
9,410
62,539
Year ended
31 December
2020
£’000
32,968
8,612
3,392
5,379
50,351
Year ended
31 December
2021
£’000
Year ended
31 December
2020
£’000
19,630
10,411
3,634
2,898
16,943
14,372
9,067
3,168
226
12,461
Total operating expenses
36,573
26,833
(1)
Includes associated social security costs of £238,000 (31 December 2020 – £6,000)
6. Loss from operations
Loss from operations is stated after charging:
Amortisation of intangible assets
Depreciation 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
A&P/Marketing costs
Foreign exchange differences on intercompany balances
Furlough grants
Year ended
31 December
2021
Year ended
31 December
2020
£’000
£’000
2,702
226
706
693
(237)
10,209
72
-
2,384
169
615
383
(128)
8,147
(71)
107
69
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
6. Loss from operations (continued)
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
Year ended
31 December
2021
£’000
Year ended
31 December
2020
£’000
37
79
12
17
6
151
31
79
12
5
22
149
7. Wages and salaries
The average monthly number of persons, including Directors, employed by the Group was:
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
Year ended
31 December
2021
Number
Year ended
31 December
2020
Number
76
119
29
5
229
71
84
16
5
176
Year ended
31 December
2021
£’000
Year ended 31
December 2020
£’000
8,523
116
919
217
9,775
2,660
238
12,673
6,965
114
774
177
8,030
220
6
8,256
70
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED 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
2021
£’000
Year ended
31 December
2020
£’000
602
8
-
610
1,421
2,031
561
7
-
568
86
654
Directors’ fees of £38,000 (2020 – £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 2020 –
none).
The number of Directors who participated in the long term incentive programme was 2 (2020 – 1). Share options were
exercised by no Directors in the current year (2020 – none).
The highest Director was paid £1,047,000 (2020: £793,000) which was made up of salary, 2021 LTIP & STIP and benefits
in kind, the Remuneration committee calls this out in more detail on page 39.
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 on page 39.
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
Year ended
31 December 2021
£’000
1,590
205
-
2,466
4,261
Year ended
31 December
2020
£’000
1,455
152
4
137
1,748
71
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
9. Taxation
Current tax income
Overseas subsidiary taxation & UK Corporation tax
Adjustment in respect of prior period
Total current tax income
Deferred tax
Effect of change in tax rates
Origination and reversal of temporary differences
Tax on loss for the period
Year ended
31 December
2021
£’000
Year ended
31 December
2020
£’000
(157)
(60)
(217)
262
(1,525)
(1,480)
–
(47)
(47)
-
592
545
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% (2020 – 19%)
Effects of:
Expenses not deductible for tax purposes
Temporary timing differences
Unprovided deferred tax asset on losses carried forward
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
5,337
1,014
(551)
368
(3,346)
171
756
262
(157)
3
-
(1,480)
2,273
432
(53)
-
-
95
74
-
-
(13)
10
545
2021
Tax
Before
tax
After
tax
Before
tax
2020
Tax
After
tax
£'000
£'000
£'000
£'000 £'000
£'000
Profit recognised on hedging instrument
9
(2)
7
171
(32)
139
Exchange losses on the translation of foreign
operations
Total
(62)
(53)
-
(62)
(25)
-
(25)
(2)
(55)
146
(32)
114
72
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
9. Taxation (continued)
At 31 December 2021 UK tax losses of the Company available to be carried forward are estimated to be £17.7m (31
December 2020 – £15.5m). 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 25% 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
2021
Year ended
31 December
2020
Loss for the year attributable to owners of the parent – £’000
(6,817))
(1,728)
Weighted average number of shares
Basic loss per share - pence
Diluted loss per share – pence
135,100,931,
129,372,525
(5.0p)
(5.0p)
(1.3p)
(1.3p)
The number of vested but unexercised share options is 10,820,373 (2020: 11,150,449).
11. Intangible assets
Cost
At 31 December 2019
Additions
At 31 December 2020
Additions
Disposals
At 31 December 2021
Amortisation
At 31 December 2019
Charge for year
At 31 December 2020
Charge for year
Disposals
At 31 December 2021
Net book value
At 31 December 2021
At 31 December 2020
Goodwill
£’000
Brands
£’000
Customer
relationships
£’000
Website and
software
development
£’000
Product
development
£’000
17,398
–
17,398
–
–
17,398
–
–
–
–
–
–
17,398
17,398
8,957
–
8,957
–
–
8,957
971
896
1,867
896
–
2,763
6,194
7,090
5,638
–
5,638
–
–
5,638
611
564
1,175
563
–
1,738
3,900
4,463
3,391
793
4,184
1,661
(105)
5,740
1,408
670
2,078
857
(5)
2,930
2,810
2,106
Total
£’000
36,393
1,417
37,810
2,420
(188)
40,042
3,327
2,384
5,711
2,702
(88)
8,325
1,009
624
1,633
759
(83)
2,309
337
254
591
386
(83)
894
1,415
31,717
1,042
32,099
73
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
11. Intangible assets (continued)
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
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%.
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. 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 13% for 2022 and 20% for 2023 to 2024. A growth rate of 15%
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 2021 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.
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:
• 4% increase in the discount rate or
• 9% decrease in the current growth rate (years 1 -5)
• 55% decrease in EBITDA (years 1-5)
74
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
12. Property, plant and equipment
Capital Commitments
At 31 December 2021, the Group had £3,223,000 capital commitments whereby agreements had been entered into for
both scope and amount for 2022 projects mainly relating to the ongoing development of the Blackburn operations
facility (31 December 2020 - nil)
13. Inventories
Raw materials
Finished goods
31 December
2021
£’000
31 December
2020
£’000
2,534
5,913
8,447
2,313
4,661
6,974
There is a provision of £251,000 included within inventories in relation to the impairment of inventories (31 December
2020 – £232,000). During the period inventories of £29,856,000 (year ended 31 December 2020 - £25,755,000) were
recognised as an expense within cost of sales.
75
Leasehold improvementsPlant and machineryFixtures, fittings and computer equipmentMotor vehiclesCapital Works in ProgressTotalCostAt 31 December 2019 603 2,198 1,571 16 - 4,388 Additions 27 364 306 - - 697 Disposals - (6) - - - (6)At 31 December 2020 630 2,556 1,877 16 - 5,079 Additions 36 588 601 - 2,894 4,119 Disposals (3) (1) (16) - - (20)At 31 December 2021 663 3,143 2,462 16 2,894 9,178 DepreciationAt 31 December 2019 449 1,174 983 11 - 2,617 Charge for year 53 271 288 3 - 615 Disposals - - - - - - At 31 December 2020 502 1,445 1,271 14 - 3,232 Charge for year 73 330 303 - - 706 Disposals (3) (1) (7) - - (11)At 31 December 2021 572 1,774 1,567 14 - 3,927 Net book valueAt 31 December 2021 91 1,369 895 2 2,894 5,251 At 31 December 2020 128 1,111 606 2 - 1,847
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
14. Trade and other receivables
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
Trade receivables represent debts due for the sale of goods to customers.
31 December
2021
£’000
31 December
2020
£’000
12,452
(350)
12,102
21
12,123
556
12,679
9,518
(529)
8,989
112
9,101
740
9,841
Trade receivables are denominated in local currency of the operating entity and converted to Sterling at the prevailing
exchange rate as at 31 December 2021. 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 2021, this is due to SiS using
SAP which has provided more visibility over debtors. The historical loss rates are then adjusted for current and forward-
looking information affecting the Group’s customers.
At 31 December 2021 the lifetime expected loss provision for trade receivables is as follows:
31 December 2021
Expected loss rate (%)
Gross carrying amount (£’000)
Loss provision (£’000)
31 December 2020
Expected loss rate (%)
Gross carrying amount (£’000)
Loss provision (£’000)
More than
60 days past
due
More than
90 days past
due Total
0%
407
-
4%
333
14
9%
876
81
17%
404
68
81
82
A further provision of £269,000 (2020: £447,000) has been included against specific debts considered impaired.
76
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED 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
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
2021
£’000
31 December
2020
£’000
4,850
10,466
3,858
633
255
104
-
9,035
745
220
349
117
4,850
10,466
31 December
2021
£’000
31 December
2020
£’000
7,643
6,108
13,751
1,114
14,865
5,435
5,353
10,788
1,050
11,838
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 25% (year ended
31 December 2020 – 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 2021:
Asset
Liability
Net
(Charged)/
credited to
profit or loss
£’000
£’000
£’000
£’000
Accelerated capital allowances
Available losses
Other temporary and deductible differences
Business combinations
Cash flow hedges
Net tax assets/ (liabilities)
-
323
-
-
-
323
(71)
-
-
(2,508)
-
(71)
323
-
(2,508)
-
(2,579)
(2,256)
(324)
693
582
313
-
1,264
(Charged)/
credited to
equity
£’000
-
-
-
-
-
-
77
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
17. Deferred tax (continued)
Year ended 31 December 2020:
Asset
Liability
Net
(Charged)/
credited to
profit or loss
£’000
£’000
£’000
£’000
Accelerated capital allowances
Available losses
Other temporary and deductible differences
Business combinations
Cash flow hedges
Tax assets/ (liabilities)
Set-off of tax
-
1,016
580
-
2
1,598
(395)
(395)
-
-
(2,195)
-
(2,590)
395
(395)
1,016
580
(2,195)
2
(992)
-
(13)
255
73
277
-
592
-
Net tax assets/ (liabilities)
1,203
(2,195)
(992)
592
(Charged)/
credited to
equity
£’000
-
-
-
-
(32)
(32)
-
(32)
Recoverability of deferred tax asset:
SiS (Science in Sport) Limited has a cumulative assessed tax loss of £17.7m as at 31 December 2021 (2020: £15.5m). The
losses are split into pre 1 April 2017 losses of £4.2m and post 1 April 2017 losses of £13.5m. SiS can utilise its assessed
tax losses in the coming years against future expected profits. Assessed losses from before 1st April 2017 can only be
used against SiS (Science in Sport) Limited profit whereas assessed tax losses from after 1st April 2017 can be used to
offset the future profits from SiS (Science in Sport) Limited and 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 addition relates to the new Blackburn operating site which was being fitted out in the financial year. The business
has entered into a 15 year lease with rent review in Year 5 and has used a 4.05% incremental borrowing rate to calculate
the present value of the lease liability.
Right-of-use Assets
At 1 January 2021
Additions
Depreciation
As at 31 December 2021
Land and
buildings
£’000
504
10,365
(214)
10,655
Vehicles
£’000
16
-
(12)
4
Totals
£’000
520
10,365
(226)
10,659
78
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
18. Leases (continued)
Lease liabilities
At 1 January 2021
Additions
Interest expense
Lease payments
As at 31 December 2021
As at 31 December 2021
Lease liabilities
Land and
buildings
£’000
546
10,366
119
(359)
10,672
Vehicles
£’000
-
-
-
-
-
Totals
£’000
546
10,366
119
(359)
10,672
Up to 3
months
£’000
(62)
Between
3 and 12
months
£’000
222
between 1
and 2 year
£’000
425
Between 2
and 6
years
£’000
3,835
Over 6
years
£’000
6,252
Short term lease expense of £110 000 (2020 - £239,000), which relates to rental property in UK and Italy 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 2020
At 31 December 2021
Ordinary
10p shares
number
135,100,931
135,100,931
Ordinary
10p shares
£’000
13,510
13,510
The Company has one class of Ordinary shares which carry no rights to fixed income.
At 31 December 2021 the Employee Benefit Trust held in reserve 1,584,068 new Ordinary shares of 10p each to be
issued as share options (2020 – 1,914,144 new Ordinary shares of 10p each).
79
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED 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 2021 1,584,068 (2020: 1,914,144) 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 £2,898,000 (2020 – £226,000), which
mainly relates to 2021 STIP & LTIP and 2019 LTIP equity settled share based payment transactions. Total social security
costs of £228,000 (2020 – £6,000) have also been recognised and included in the share based payment charge of
£2,898,000 (2020 – £226,000).
Options granted during the period
During the year ended 31 December 2021 no options were granted under the short term and long term incentive plan
with regard to performance in the year ended 31 December 2020 or 31 December 2021. All options have a nil exercise
price and no market-based performance conditions.
80
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED 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 2020
Granted during year
Exercised
Forfeited during year
Outstanding at 31 December 2020
Granted during year
Exercised
Forfeited during year
Outstanding at 31 December 2021
Weighted
average
share price at
date of
exercise
pence
Weighted
average
exercise price
pence
Share options
Number
nil
nil
nil
nil
nil
nil
nil
nil
nil
–
33p
33p
–
-
65p
–
6,080,901
5,093,586
(24,038)
-
11,150,449
-
(330,076)
-
10,820,373
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 2021 was 7.3 years (31 December 2020 – 9.0 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
22. Pension costs
Arises on the translation of foreign subsidiaries into Sterling at the year-end date.
For the year ending 31 December 2021 a loss of £62,000 was recognised (2020 –
£25,000 loss) to this reserve.
The pension charge represents contributions payable by the Group to independently administered funds which during
the period ended 31 December 2020 amounted to £217,000 (period ended 31 December 2020 – £177,000). Pension
contributions payable but not yet paid at 31 December 2021 totalled £28,000 (31 December 2020 – £33,00).
81
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED 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
31 December
2021
£’000
31 December
2020
£’000
41
41
41
41
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 on page 39.
25. Financial instruments
Financial instruments at amortised costs
Financial assets measure at amortised cost
Financial liabilities measure at amortised cost
31 December
2021
£’000
31 December
2020
£’000
16,973
19,567
13,751
10,839
Financial assets comprise cash and cash equivalents trade and other receivables. Financial liabilities comprise trade
payables and accruals.
Derivative Financial liabilities
31 December
2021
£’000
31 December
2020
£’000
Derivatives designed as hedging instruments
Forward foreign exchange contracts- cash flow hedges
-
10
82
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED 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 2021, 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 2021 was £nil (31 December 2020:
£450,000). The movement in the fair value on forward contracts in the period of £9,000 profit (2020: £171,000 profit
has been included within other comprehensive income in the Consolidated Statement of Comprehensive Income.
26. Hire purchase agreement
Current portion of Hire purchase obligation
Long term portion of Hire purchase obligation
Total Hire purchase obligation
31 December
2021
£’000
77
162
239
31 December
2020
£’000
75
239
314
83
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
27. Asset financing
A new asset financing agreement was entered into in December 2021 with Lombard Equipment Finance for £1,123,000.
This was to fund capital expenditure for the new Blackburn single site operations facility, which goes live in 2022. The
Group’s obligation is to repay the financing over 60 months, with the first repayment expected to occur in July 2022.
31 December
2021
£’000
316
1,182
1,498
31 December
2020
£’000
-
-
-
Current portion of Asset financing
Long term portion of Asset financing
Total Asset financing obligation
As at 31 December 2021:
Up to 3
months
Asset Financing
79
Between 3
and 12
months
237
Between 1
and 2 years
Between 2
and 5 years
319
863
28. Post balance sheet events
The impact of trading restrictions with Russia have been considered and the impact on the business is assessed as not
material at the date of signing, though this is a constantly changing and unpredictable situation.
84
FINANCIAL STATEMENTS
PARENT COMPANY STATEMENT OF FINANCIAL POSITION
Company number 08535116
Assets
Non-current assets
Investments
Intangible Assets
Other receivables
Total 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)/assets
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
2021
As at
31 December
2020
Notes
£’000
£’000
4
5
6
7
51,419
12
22,515
73,946
48,521
12
22,515
71,048
6
6
6
6
73,952
71,054
(16)
(16)
(10)
(16)
(16)
(10)
73,936
71,038
13,510
51,839
9,971
(158)
(1,226)
73,936
13,510
51,839
7,073
(191)
(1,193)
71,038
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 profit for the period was nil (period ended 31 December
2020 nil).
.
These financial statements were approved and authorised for issue by the Board on 29 March 2022 and signed on its
behalf by
Stephen Moon
Director
The notes on pages 88 to 90 form part of these Parent company financial statements.
85
FINANCIAL STATEMENTS
PARENT COMPANY STATEMENT OF CASH FLOWS
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
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
The notes on pages 88 to 90 form part of these Parent company financial statements.
Year
ended
31 December
2021
£000
Year
ended
31 December
2020
£000
-
-
-
-
-
-
-
-
-
-
-
6
6
-
-
(21)
(21)
-
(4,217)
(4,217)
4,238
-
4,238
-
6
6
86
FINANCIAL STATEMENTS
PARENT COMPANY STATEMENT OF CHANGES IN EQUITY
Share
capital
£’000
Share
premium
£’000
Share
option
reserve
£’000
Employee
Benefit
Trust
reserve
£’000
Retained
deficit
£’000
Total
equity
£’000
At 31 December 2019
12,282
48,829
6,847
(193)
(1,191)
66,574
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
–
–
–
–
–
–
–
226
–
–
2
–
-
-
–
(2)
–
4,238
–
226
At 31 December 2020
13,510
51,839
7,073
(191)
(1,193)
71,038
Total comprehensive loss for the year
Transactions with owners
Issue of shares held by EBT to employees
Share based payments
–
–
–
–
–
–
–
–
2,898
–
33
–
–
(33)
-
–
–
2,898
At 31 December 2021
13,510
51,839
9,971
(158)
(1,226)
73,936
The notes on pages 88 to 90 form part of these Parent company financial statements.
87
FINANCIAL STATEMENTS
NOTES TO THE PARENT COMPANY FINANCIAL 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 UK adopted International Accounting
Standards and applied in accordance with the Companies Act 2006. 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 profit for the period was nil (period ended 31 December
2020 nil).
The auditors remuneration for audit and other services is disclosed in Note 5 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 6 of the
consolidated financial statements.
4. Investments
At 31 December 2019
Capital contribution
At 31 December 2020
Capital contribution
At 31 December 2021
£’000
48,295
226
48,521
2,898
51,419
Capital contribution relates to share-based payment transactions settled by the Company on behalf of SIS (Science in
Sport) Ltd.
88
FINANCIAL STATEMENTS
NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS
4. Investments (continued)
At 31 December 2021 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
SIS (APAC) Pty Limited
Science in Sport Inc
Science in Sport (Italy) Srl
PhD Nutrition Limited
100%
100%
100%
100%
100%
2nd Floor, 16-18 Hatton Garden, Farringdon, London, EC1N
8AT
United Kingdom
Sports Nutrition
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
Via Bernadino Telesio 25, 20142, Milan
Italy
2nd Floor, 16-18 Hatton Garden, Farringdon, London, EC1N
8AT
United Kingdom
Sports Nutrition
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.
During 2021 a transfer of trade took place between PhD Nutrition Ltd and SiS Ltd with SiS taking on the trading of PhD
Nutrition Ltd. This transfer had no overall impact on the overall valuation of investments.
5. Other receivables
Amounts falling due within after more than one year
Amounts owed by SIS (Science in Sport) Limited
Total other receivables
Total other receivables are carried at amortised cost.
31 December
2021
£’000
31 December
2020
£’000
22,515
22,515
22,515
22,515
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.
89
FINANCIAL STATEMENTS
NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS
6. Other payables
Amounts falling due within one year
Accruals
Total other payables
7. Share capital
31 December
2021
£’000
31 December
2020
£’000
16
16
16
16
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 Notes 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 37 to 41.
90
COMPANY INFORMATION
Company number
08535116
Directors
Audit committee
Remuneration committee
Registrars
Registered office
Nominated adviser and Joint Brokers
Principal solicitors
Auditors
J M Clarke (Chair)
T Wright
R Mather
S N Moon
J L Simpson
R Mather (Chair)
J M Clarke
T Wright
S N Moon
J L Simpson
T Wright (Chair)
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
Davy
Dashwood House
69 Old Broad Street,
London
EC2M 1QS
Dentons
One Fleet Place
London
EC4M 7WS
Reading
Berkshire RG1 1SH
BDO LLP
Level 12 Thames Tower
Station Road
Reading
RG1 1LX
91