This announcement contains information which, prior to its disclosure, was considered inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 (MAR).
30 June 2021
Eden Research Plc
("Eden" or "Company")
Preliminary Results for Year Ended 31 December 2020
Eden Research plc (AIM: EDEN), the AIM-quoted company focused on sustainable biopesticides for use in global crop protection, animal health and consumer products industries, announces its preliminary results for the year ended 31 December 2020.
Commercial and operational highlights:
· A one-year exclusive evaluation agreement signed with Corteva Agriscience ("Corteva") in January 2020 to evaluate seed treatment applications of Eden's products and Sustaine® technology. Corteva is the world's largest "pure-play" agricultural company
· First sales of bionematicide, Cedroz™, in Mexico during 2020 and new regulatory approvals received for Mevalone® (biofungicide) and Cedroz
· Approval of Mevalone in Australia in August 2020, the first approval for Eden's products in the Southern Hemisphere
· Organic approval in the European Union ("EU") received for all three of Eden's terpene active ingredients thymol, eugenol and geraniol. Organic product certification of Mevalone and Cedroz in a number of EU territories, including key countries France and Spain
· Relocation of offices and the opening of Eden's formulation, analytical and biology laboratories at Milton Park, Oxfordshire
· Continued expansion of the team and in-house technical expertise with the appointment of a Regulatory Director and Global Head of Biology
Financial highlights
· Revenue of £1.4m (2019: £1.8m*)
· Operating loss of £2.2m (2019: £1.4m)
· Loss before tax of £2.5m (2019: £1.5m)
· Loss per share of 0.66p (2019: 0.55p)
· Net cash of £7.3m (2019: £0.5m)
· Product sales of £1.1m (2019: £1.4m*)
*See "Prior year Adjustment" note below
Post period end:
· Eden received London Stock Exchange's Green Economy Mark in January 2021
· Sipcam Oxon, Eden's commercial partner, received authorisation for the sale of Eden's biofungicide in Spain in March 2021
· An exclusive commercialisation, supply and distribution agreement was signed with Corteva for Eden's seed treatment product based on Eden's active ingredients and Sustaine
· Eastman Chemical Company, Eden's commercial collaborator, received authorisation for the sale of Cedroz in Italy in May 2021
The Group's full Report and Accounts are available at www.edenresearch.com
Lykele van der Broek, Chairman commented: "It goes without saying that 2020 was an unusual and challenging year for everyone in different ways. Clearly, the global COVID-19 pandemic has caused complex and unforeseen issues for people and businesses across the globe. Challenges have arisen which have required us all to adapt and adopt new ways of working, enabling life and work to continue as close to normal as possible.
Eden has not been immune to the challenges from the global COVID-19 pandemic. For example, we have seen a number of limitations with our field trials and some short-term delays in the regulatory process and product approvals globally as a result of logistical issues associated with various lockdowns and other restrictions worldwide.
However, we are proud of the fact that Eden has made significant strides forward in the past year, despite the unprecedented backdrop we have all faced. Indeed, we have seen the continued commercialisation of our products, the building of our financial resilience, the development of our operations and the strengthening of our reputation as a growing and innovative company aligned with the transition to a more sustainable world.
We have also seen 2021 start as we mean to go on, by signing a landmark distribution agreement for our Sustaine® technology with Corteva Agriscience, and receiving the London Stock Exchange's Green Economy Mark in recognition of our contribution to the global green economy. This focus on Eden's sustainable credentials will continue to be a focus throughout 2021 and beyond, as investors are increasingly aware of the environmental impact of their investment decisions."
Current trading and COVID-19 update
Our overriding objective in the current crisis has been to ensure the safety of our employees. Following governmental advice, the team has been working remotely, where practicable, and delivering largely uninterrupted services to customers. The Group already has a lean cost base with a number of its activities outsourced and has therefore made no material cost cutting to date but will keep this under review. The Group's cash position remains strong with £6.0m of cash available as at 31 May 2021.
Trading in the first part of 2021 has largely been in line with management expectations, based on the current geographical footprint which drives product sales revenue and is intrinsicly linked to regulatory approvals. Some delays have been experienced with shipping of raw materials, due to the on-going, global shortage of sea containers and other supply chain-related matters, the effect of which may have an impact upon revenue this year.
We are still seeing some delays with regulatory authorities, not least in the US, where we are awaiting approval of our three active ingredients, as well as our first two agrochemical products, Mevalone and Cedroz, though we still expect to see those come through in 2021, in time for the 2022 growing season.
The on-going social distancing and other travel restrictions globally are likely to continue to impact the ability of our distributors to interact with customers, and growers' reduced ability to harvest crops, due to the lack of appropriate labour, may impact on their investment in agrochemicals.
Given the uncertainty regarding the level and duration of any disruption in each of the markets in which the Group operates or plans to operate, it continues to be difficult to assess what, if any, commercial and financial impact there may be in 2021 and beyond. We will update the market with financial guidance as soon as practicable, and at a time when we can do so with a reasonable degree of certainty.
Financial Reporting Council ("FRC") Enquiries
In March 2021, the Company received a request for information from the Corporate Reporting Review team at the Financial Reporting Council regarding a number of transactions and disclosures relating to TerpeneTech (UK) and TerpeneTech (Ireland), as reported in the 2019 Report and Accounts.
As a result of this review, a prior year adjustment to revenue and cost of sales was identified (see Prior Year Adjustment note below). There was no impact on the reported net loss for the prior year and no impact on the prior year Balance Sheet or Cashflow Statement. In addition, the Directors have provided enhanced disclosures in the notes to the accounts.
When reviewing the Company's 2019 Annual Report and Accounts, the FRC has made clear to us the limitations of its review as follows:
• its review is based on the 2019 Annual Report and Accounts only and does not benefit from a detailed knowledge of the Group's business or an understanding of the underlying transactions entered into;
• communications from the FRC provide no assurance that the Company's 2019 Annual Report and Accounts are correct in all material respects and are made on the basis that the FRC (and its officers, employees and agents) accepts no liability for reliance on them by the Company or any third party, including but not limited to investors and shareholders; and
• the FRC's role is not to verify information provided but to consider compliance with reporting requirements.
The Committee reviewed the disclosures and amendments proposed by management and concluded that they are appropriate.
The following paragraphs are based on FRC's 'Summary of Findings', which shall be published by FRC later in the year, as part of their normal operating procedures:
Transactions with associate
FRC asked for more information about the Group's sale of geraniol to its associate, TerpeneTech (UK), and the Group's acquisition of an intangible asset from the associate. FRC also queried the existence of, and accounting for, any unrealised gain or loss (in applying the equity method) arising from such transactions.
The Company explained that it had reconsidered the guidance in IFRS 15 'Revenue from Contracts with Customers' in relation to its arrangement with the associate for the sale of geraniol. As a result, the Company acknowledged that the Group accounts (in addition to recognising the Group's share of the result of the associate through the normal equity accounting) should have recognised revenue based upon the margin it was entitled to receive from the associate's sale of geraniol instead of on a gross basis. Consequently, the Company agreed to restate comparative amounts in the following year's income statement accordingly (See "Prior Year Adjustment' note below). As the change affected a primary statement, FRC asked the company to disclose the fact that the matter had come to its attention as result of FRC's enquiry.
The Company provided a satisfactory explanation in respect of the purchase of the intangible asset. The Company also acknowledged that there was a gain on the sale of the intangible asset by the associate for which its share had not been eliminated when preparing the Group accounts, but explained that the adjustment was considered immaterial.
Impairment review of investment in associate
FRC requested information about the impairment review performed for the Company's investment in its associate, Terpene Tech (UK). The Company provided a satisfactory analysis of the assessment performed. The Company agreed to enhance the disclosure in respect of the impairment review in future annual accounts, including an improved analysis of the key assumptions made.
Investment in subsidiary
FRC asked the company to clarify its judgement made in determining that the Company controls TerpeneTech (Ireland). The Company provided a satisfactory explanation and agreed to improve the disclosure in future annual accounts to more clearly explain the basis for its conclusion.
FRC closed its enquiries in June 2021.
Prior Year Adjustment
Following the incorporation of Terpene Tech (Ireland) in 2019, the Group is reorganising the roles of TerpeneTech (Ireland) and TerpeneTech (UK) in the sale of geraniol and certain other products.
Following communications with the Financial Reporting Council, the Directors have reconsidered the arrangements that were in place in the prior year (and which remained in place in the current year) in regard to sales made by TerpeneTech (Ireland).
The Directors have concluded that TerpeneTech (Ireland) was acting as an agent in these transactions and should have recognised sales of £24,730 being the 10% margin on the sales of geraniol rather than recognising gross sales and cost of sales. As such, they have restated the Group's revenue and cost of sales in the prior year.
As a consequence of this restatement, revenue has been reduced by £222,574 and cost of sales have been reduced by £222,574 in the Income Statement for the year ending 31 December 2019. There was no impact on loss before or after taxation or net assets and no impact on any opening balances.
As the arrangements change going forward, the Directors will reconsider the revenue recognition.
For further information contact:
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Eden Research plc |
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| Sean Smith | 01285 359 555 |
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Cenkos Securities plc (Nominated advisor and broker) |
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| Giles Balleny / Camilla Hume/ Mark Connelly (corporate finance) | 020 7397 8900 |
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Hawthorn Advisors (Financial PR) |
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| Lorna Cobbett / Victoria Ainsworth |
Notes to Editors:
Eden Research is an AIM quoted company that develops and supplies breakthrough biopesticide products and natural, plastic-free microencapsulation technologies to the global crop protection, animal health and consumer products industries.
Eden's Sustaine® encapsulation technology is used to harness the biocidal efficacy of naturally occurring chemicals produced by plants (terpenes) and can also be used with both natural and synthetic compounds to enhance their performance and ease-of-use. Sustaine microcapsules are naturally-derived, plastic-free, biodegradable micro-spheres derived from yeast. It is one of the only viable, proven and immediately registerable solutions to the microplastics problem in formulations requiring encapsulation.
Eden has numerous patents and a pipeline of products at differing stages of development targeting specific areas of the global agrochemicals industry. Eden was admitted to trading on AIM in May 2012.
For more information about Eden, please visit: www.edenresearch.com.
Eden Research plc
Chairman's Statement
For the year ended 31 December 2020
Introduction
It goes without saying that 2020 was an unusual and challenging year for everyone in different ways. Clearly, the global COVID-19 pandemic has caused complex and unforeseen issues for people and businesses across the globe. Challenges have arisen which have required us all to adapt and adopt new ways of working, enabling life and work to continue as close to normal as possible.
Eden has not been immune to the challenges from the global COVID-19 pandemic. For example, we have seen a number of limitations with our field trials and some short-term delays in the regulatory process and product approvals globally as a result of logistical issues associated with various lockdowns and other restrictions worldwide.
However, we are proud of the fact that Eden has made significant strides forward in the past year, despite the unprecedented backdrop we have all faced. Indeed, we have seen the continued commercialisation of our products, the building of our financial resilience, the development of our operations and the strengthening of our reputation as a growing and innovative company aligned with the transition to a more sustainable world.
We have also seen 2021 start as we mean to go on, by signing a landmark distribution agreement for our Sustaine® technology with Corteva Agriscience, and receiving the London Stock Exchange's Green Economy Mark in recognition of our contribution to the global green economy. This focus on Eden's sustainable credentials will continue to be a focus throughout 2021 and beyond, as investors are increasingly aware of the environmental impact of their investment decisions.
Products and technology
Our development work has managed to continue largely as hoped during 2020, including Eden's insecticide and seed treatment products, as well as third party active ingredients which use Eden's proprietary Sustaine® technology. We look forward to sharing the results of our work here during 2021 and beyond.
We have continued to expand our global product footprint with authorisation of Eden's bio-fungicide Mevalone® in Australia, for use on both wine and table grapes under the trade name "Novellus"™, and of Cedroz™ in Spain and France. Closer to home, we announced a partnership with M H Poskitt, a leading producer of root vegetables in the UK, to develop and trial a new bio-fungicide product. These agreements are important steps in the expansion and commercialisation of Eden's product base.
We have also been delighted to sign our first commercial agreement for seed treatment applications, which grants exclusive distribution rights of our proprietary product incorporating our Sustaine® technology to Corteva Sciences, the fourth largest agriculture company in the world. We have high hopes for the commercial potential for this product area.
Funding
In March 2020, Eden concluded a fundraise of £10.4 million (before expenses), which saw several new institutional investors joining the share register. This funding provides Eden with the financial resource to invest in the development of its insecticide and seed treatment products. It also represented a significant achievement for Eden, as the successful fundraise came just as the effects of the global pandemic were starting to be felt in the financial markets. This demonstrated the strength of Eden as an investment prospect.
Operations
Marking the beginning of a new chapter in Eden's growth story, 2020 has seen the investment in our own laboratory facilities alongside a new office. Relocating to the new site at Milton Park in Oxfordshire, one of Europe's leading science and technology communities, means that we are able to undertake development work in-house for the first time, which allows increased flexibility and efficiency.
As well as moving to new laboratory facilities, we have seen the expansion of the Eden team in 2020. Despite the unique challenges of recruiting and onboarding new members during a pandemic, our new team members are already making valuable contributions to the expansion of Eden's capabilities and providing support to its existing and potential customers.
Market opportunity
Against a backdrop of seismic changes across the global landscape, many trends have remained consistent in 2020. Driven by changing consumer habits and growing investor awareness of environmental factors, the agricultural industry has continued to adapt and find new ways of growing food to feed larger populations more sustainably.
Eden is well positioned to capitalise on this trend as its products and technologies align closely with global demand for plastic-free and sustainable crops. As well as being first movers in the space, Eden maintains an innovative and nimble approach to its product and technological developments which helps us foresee and respond to fast changing dynamics.
From a standing start approximately twenty years ago, the biopesticides portion of the crop protection market currently has a 15% compound annual growth rate and is forecast to have a market value of over $11 billion by 2027. Recognising this considerable and growing market, Eden has positioned itself to develop, register and market sustainable biopesticide products based around its three Europe-registered active ingredients.
Mevalone® and Cedrozä, Eden's first two products, boast high efficacy and the added benefits of maximum residue level exemption, short pre-harvest intervals, competitive pricing, and close alignment with the direction of regulatory changes. Eden's Sustaine® microencapsulation technology offers an effective solution to consumer concerns around microplastics and consequently has received considerable interest from external parties, most recently demonstrated through our landmark agreement with Corteva, which is a significant achievement for the company.
Microplastics have been a well-publicised environmental cause for campaigners in recent years. Public pressure has led to policy changes and the European Union has announced its intention to publish new regulations which could see a ban on the use of polymers in certain industries, including crop protection, where polymers are widely used to formulate active ingredients.
With global regulatory changes highly likely, the crop protection industry will need to adapt its practices quickly, but has a history of being slow to implement new processes. Following an increase in the number of enquiries from major players in the crop protection industry in 2020, Eden has seen first-hand evidence of the industry's focus on adapting new practices swiftly.
Looking ahead
Having dealt with the unique circumstances 2020 has presented us with, Eden has moved into fiscal 2021 well-funded and well positioned to achieve its mission to become a leader in biopesticide products and natural, plastic-free microencapsulation technologies to the global crop protection, animal health and consumer products industries.
We have managed to manoeuvre our way through the global pandemic relatively unscathed and the future for Eden looks promising, with exciting developments in the pipeline.
The recently announced agreement with Corteva is, of course, significant to Eden and the seed treatment product area is an exciting addition to the already valuable, diverse portfolio of products and applications that the business has generated over the years.
The London Stock Exchange Green Economy Mark demonstrates the strength of Eden's position as a sustainable company at a time when demonstrating environmental credentials is a key priority and distinction for any company.
I would like to thank our shareholders for their on-going support and convey to you my confidence in the Eden team and the success they are working towards for the business. There is still much more to come which we look forward to sharing with you in due course.
Lykele van der Broek
Non-Executive Chairman
29 June 2021
Eden Research plc
Chief Executive Officer's Review
For the year ended 31 December 2020
Introduction
It has been an unprecedented year for businesses across the globe and Eden has not been immune to the disruption caused by the COVID-19 pandemic. However, we are extremely proud of the resilience we have demonstrated against this exceptional backdrop and the continued progress we have made in advancing our strategy and positioning in the rapidly growing biopesticides market.
The financial year has seen us expand our footprint, both geographically and through new product development, supported by the successful fund raise delivered in March 2020. We are also delighted to have signed a key distribution agreement with Corteva Agriscience in May 2021 for our first seed treatment product which uses Eden's Sustaine® technology combined with our plant-derived active ingredients, which creates a solid commercial foundation for our future work in the new area of seed treatments. We are also actively pursuing additional opportunities in seed treatments.
We were also pleased to receive the London Stock Exchange's Green Economy Mark in January 2021, which recognises the role we are playing in supporting the transition to a sustainable world and highlights our credentials as a sustainable investment opportunity on the London market.
Section two: Delivering on our strategy
Eden continues to be the only UK-quoted company focused on biopesticides for sustainable agriculture and we are well positioned to capitalise on this rapidly growing market, which is anticipated to be worth over $11 billion by 2027.
Our vision remains the same: To be a global leader in sustainable crop protection through the development of bioactive products enabled or enhanced by our novel encapsulation and delivery technologies, making the most of the significant market opportunity available.
In the near term, our strategic focus is on:
- Registering and commercialising our two approved products, Mevalone® and CedrozTM in new territories and for new applications
- Developing the use of our microencapsulation technology, Sustaine®, with new active ingredients, including conventional agrochemicals
- Building on existing opportunities with Corteva Agrisciences, Sipcam and other collaborators
- Advancing the development of our first insecticide products
We continue to make significant progress on these goals, supported by our financial resources, which puts Eden in a good position to capitalise on the work we have done to date and move forward with new commercial growth opportunities.
Notable commercial and operational highlights from 2020 include:
· Inclusion of Eden's three active ingredients, geraniol, eugenol and thymol, in the EU's Organic Production Regulation, opening the door for the use of Eden's formulated product in organic agriculture in the EU
· Commencement of an evaluation agreement with Corteva Agriscience in the new area of seed treatments
· New authorisations for the use of Mevalone® in a range of new uses.
· Authorisation of Eden's nematicide formulation, CedrozTM, in Greece, Spain, France, Italy and the Netherlands.
· The granting of patents for our Sustaine® encapsulation technology and compositions for insecticide products, in both the US and Australia
· The new authorisation of our bio-fungicide, marketed as Novellus, in Australia
· The announcement of a partnership with M H Poskitt, to develop and trial a new bio-fungicide product derived from a common weed and designed to protect and improve the quality of vegetables
· The opening up of Eden's new laboratory facilities in Milton Park, Oxfordshire, allowing Eden to undertake more in-house development work, including new product formulation, microbiological screening, plant and seed evaluations and analytical work.
· The expansion of our team, through the appointment of Dr. Michael Carroll as Director of Regulatory Affairs in April 2020 and Dr. Aoife Dillon to the role of Head of Biology in July 2020.
In May 2021, we were delighted to sign an exclusive commercialisation, supply and distribution agreement with Corteva Agriscience, the fourth largest agriculture inputs company in the world. This agreement provides Corteva with exclusive distribution rights for Eden's seed treatment product based on Eden's active ingredients and Sustaine® encapsulation technology in Europe, Serbia and the United Kingdom and follows an evaluation in select seed treatment applications. Over the coming two years, Corteva and Eden will work collaboratively to register, commercialise and ultimately distribute new seed treatments for at least one major crop, and it is anticipated that this may be expanded following initial success.
This agreement represents a major commercial milestone for Eden as it is intended to be the first revenue generating use of Eden's Sustaine® containing products in the treatment of seeds and provides us with the opportunity to capture a significant share of this market.
Section three: Financial Review
Revenue for the year decreased to £1.4m (2019 [restated]: £1.8m) primarily due to the reduction in one-off receipts to £nil (2019: £0.3m).
The focus for the business remains to grow revenue through product sales which will ultimately provide a sustainable, consistent source of income for the Company. This was not the case in 2020 with product sales decreasing to £1.1m (2019 [restated]: £1.4m) due to impact of the global pandemic on wine grape production.
The cash position at the year-end was £7.3m (2019: £0.5m), following the successful fundraise in March 2020 with gross proceeds of £10.4m.
Administrative expenses in the year increased to £2.2m (2019: £2.0m) with the introduction of new team members and additional costs in respect of the new office and laboratory facilities. Consequently, operating loss increased to £2.2m (2019: £1.4m). The increase in operating loss is due to the aforementioned reduction in one-off receipts, increased staff costs, as well as amortisation of £0.6m (2019: £0.5m) and depreciation of £0.1m (2019: £nil).
Following a review of the carrying value of the investment in TerpeneTech (UK), Eden's associate company, an impairment of £0.3m has been made (2019: £nil). For more details, please see note 15 to the financial statements.
Throughout the year, the Company remained debt free with no long-term debt or lending facilities in place or expected to be required. Following the fundraise in March 2020, the Company is well funded and placed to execute its business plan which involves investing in product trials and marketing authorisations which are required to increase product sales revenue and the geographical footprint in which Eden can operate, in addition to growing the team which should enable the Company to meet its ambitious growth targets.
Section four: 2021 outlook
The global pandemic continues to unfold with some promising developments relating to the vaccination of large numbers across the developed world, but the full impact on sales development cannot be assessed reliably at this time. We anticipate the potential for a negative impact on demand for high-value crop inputs, such as Eden's products, to persist through 2021. With the on-going restrictions on travel, there may be an impact on face to face business meetings which could also impact revenue. The COVID-19 pandemic will also continue to slow the work rate of many regulatory agencies which ultimately control the commencement of new revenues in this highly regulated industry. As in previous years, the growth of the addressable market for our products is inextricably linked to new regulatory authorisations, and therefore Covid-related impacts on regulatory approval processes will continue to adversely affect Eden's sales growth until this situation is resolved.
However, in 2021 the Company expects to build on the sales achieved in the territories where it received approvals in 2020, such as Mevalone® in Australia, Cedrozä in Greece and Mexico as well as the acceptance of Mevalone® and Cedrozä for organic agriculture in key countries.
The rollout of Cedrozä in multiple new territories continues as a priority, which will increase the geographical footprint of product sales.
The Company currently anticipates that the US EPA will approve the sale of Mevalone® and Cedrozä in the United States during 2021. However, there is little doubt that the current situation with COVID-19 and the consequential shut-down of certain government services, coupled with a fundamentally changed working dynamic, will have an adverse impact on operations at EPA and, subsequently, the pace of approvals. Although the Company might expect to see some level of channel stocking, the overall levels of sales in 2021 will depend largely upon the timing of approvals relative to the growing season.
Section five: Driving positive impact
Eden received the London Stock Exchange Green Economy Mark in January 2021, highlighting our credentials as a business that is focused on driving the transition to a sustainable world. This accolade is given to London-listed companies that derive over 50% of their total annual revenue from products and services that contribute to the global green economy. It is a significant accreditation for Eden and a formal acknowledgement of our focus on providing sustainable solutions to the global agriculture industry.
Our portfolio of products helps farmers to integrate greener practices for the benefit of both consumers and the wider agricultural ecosystem. Our goal is to expand both our product and geographical offering to support growers in more regions through the implementation of sustainable processes in their production.
In addition, our patented microencapsulation technology, Sustaine®, provides an exciting opportunity to address the rising presence of microplastics across the globe, including soil, water and plant and animal tissues.
Sustaine® microcapsules are naturally sourced, plastic-free, biodegradable micro-spheres derived from yeast extract, which enables farmers to deliver a wide range of crop protection products, without releasing microplastics into the environment.
This technology has potential application beyond agriculture and we are continuing to assess how Sustaine® can be applied to the animal and consumer product sector to help these industries reduce their use of microplastics.
Brexit
The impact of Brexit is still being understood by many UK companies, including Eden.
The Company's ownership of its EU approvals of Mevalone® and its constituent active substances appears to be unaffected by Brexit, since guidance was published stating that the owner of such approvals can continue to be a UK resident company.
We know that seeking regulatory approval in the UK for Eden products has become somewhat more challenging, and the Company is weighing up market opportunities and costs post-Brexit. We are now well-placed to navigate what are likely to be dynamic and complex regulatory challenges. From an operational perspective, the Company has not seen any significant issues with the Company benefitting from having toll-manufacturing facilities in mainland Europe, though it continues to monitor this situation.
The Company also has manufacturing capabilities in the UK as well as the US which provide some flexibility. Raw materials are currently sourced from outside of the EU and there has been minimal impact on this part of the supply chain.
COVID-19
This has been an exceptionally challenging time for the agriculture industry, and a united effort is required to ensure that the provision of fresh food and produce is not disrupted, whilst the COVID-19 pandemic continues.
Eden is committed to continuing to provide its products and technologies to the global crop production industry through its global partnership network.
At the onset of the pandemic in March 2020, there was no direct operational impact for Eden, and our stakeholders were reassured by our strengthened balance sheet, following our March 2020 fundraising.
Mild levels of disruption were experienced as the pandemic unfolded, including import and export activities, limitation on field trial capacity due to reduced workforces, and limited promotional activity. Some regulatory authorities were working at reduced capacity and we experienced delayed product approvals as a result. However, we continued to make progress with new authorisations from late May 2020 onwards. We have also been able to execute on some key operational plans such as opening our new facilities in Oxfordshire and making key hires.
Our position on the Covid-19 pandemic remains as follows:
1 We Are Funded for Future Growth
In March 2020, we raised £10.4 million (gross) from investors, a feat that the whole team is proud of given the volatility and uncertainty in the markets at the time. This "vote of confidence" from our shareholders (both existing and new) will help us capitalise on the global shift towards more environmentally friendly methods of crop protection, driving us towards becoming a leading provider of sustainable solutions for global agriculture. Though the coming months will continue to present challenges for the Company, our employees and our partners, Eden remains debt-free and has a strengthened balance sheet allowing us to execute on our exciting plans. Our outsourced manufacturing model means that we retain maximum flexibility over our choice of manufacturing locations with a low fixed cost base.
2 Our Industry Has a Pivotal Role to Play
As demand soared for food supply during the lockdown periods across the UK and beyond, the agriculture industry has played a vital role in feeding the world through the crisis and minimising the economic fallout. Plant protection products play a fundamental role in agricultural production - without them, we would not be able to cope adequately with global emergencies such as COVID-19. The biopesticides market outlook remains undoubtedly positive, with a clear demand from consumers for sustainably grown produce and in response, a notable shift from growers towards greener farming practices. As we step into the 'new normal', consumer demand for a chemical-free supply chain journey will only be more prevalent. Not only do people need food to survive, they remain conscious of where it comes from and care about the supply chain journey. The choices people are making to put healthy food on the table are driving what farmers grow in their fields and how they grow them with an increasing emphasis on sustainable practices and produce that is free from pesticide residues. This is the future of farming, and Eden seeks to position itself at the forefront of the movement towards sustainable farming practices.
3 Supporting Our Employees and Partners
As always, we are working closely with our partners as they continue their business of supplying our products to growers in an increasing number of countries. Our team is reviewing the situation every day so that we can adapt to any changes that may be experienced by our partners and ensure the health and safety of their workers is paramount. Closer to home, Eden's team are avoiding unnecessary travel and working remotely during the crisis, where practicable. I want to thank our partners and, of course, the farmers who cannot carry out their work remotely and who are working hard each day to ensure that we have enough to eat now and in the future. Their work cannot stop, and we are grateful now more than ever for all that they do to feed us.
TerpeneTech (UK)
TerpeneTech (UK) secured a CE mark for its head-lice treatment product in European Economic Area ("EEA") in 2018, which is the first step in the marketing and sales of such products. TerpeneTech (UK) has also established its first channel distribution partner who will target the UK market. The first product launch in the UK is currently expected to coincide with the back-to-school schedule in the autumn of 2021, having been delayed by the global pandemic with school children having been absent from school and demand for head-lice treatment products reduced accordingly.
Sales of the head-lice treatment product are expected to commence in other countries around the world in 2021 with TerpeneTech (UK) expected to sign an agreement with a new distribution partner later this year.
Sales of geraniol into the biocide sector have continued to increase year on year and TerpeneTech (UK) is now investigating the potential to register additional active ingredients under the EU's biocide directive.
TerpeneTech (Ireland)
In 2019, TerpeneTech (Ireland) was established in order to own the registration of geraniol under the EU's Biocidal Products Registration regulation, due to changes brought about by Brexit. The intention was for TerpeneTech (Ireland) to become the principal party, with TerpeneTech (UK) acting as its agent in the geraniol product sale business. This transition has not yet occurred and, as such, TerpeneTech (Ireland) remains, for the time being, as registration owner, but agent to TerpeneTech (UK) who still acts as the principal in the business of the TerpeneTech companies.
Further details can be found in note 35.
Dividends
There is no dividend to be paid or proposed in respect of 2020. The Board continues to monitor its dividend policy.
Section six: Summary
Eden continues to deliver on its strategic objectives against an uncertain global economic backdrop. We are pleased with the progress we have made this last year and are moving ahead with a growing product portfolio and partnership network, and an expanding regulatory and commercial footprint. Through challenging times, we have built a team that I am most proud of and a set of in-house capabilities that the Company has lacked previously.
In the year ahead, we will look to build on these firm new foundations through gaining additional product approvals in key territories, increasing sales of our existing products and continuing development work apace in new areas of application, working in partnership with an expanded range of collaboration partners, including some of the world's leading agricultural input companies.
I remain extremely proud of the work Eden is doing in contributing to more sustainable agricultural practices globally and I would like to take this opportunity to say thank you to the team for the incredible things they have achieved this year, against an unprecedented backdrop. As we look to fiscal 2021 and beyond, we remain focused on building a strong and sustainable future for our business, our products, and all our stakeholders, including our shareholders.
Sean Smith, Chief Executive Officer
Eden Research plc
Consolidated statement of comprehensive income
For the year ended 31 December 2020
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| |||||||
|
| Notes |
| £ |
| £ |
| |||||
|
| |||||||||||
| Revenue | 4 |
| 1,368,988 |
| 1,825,501 |
| |||||
| Cost of sales |
| (736,509) |
| (941,640) | |||||||
|
| |||||||||||
|
|
|
|
|
| |||||||
|
| |||||||||||
| Gross profit |
| 632,479 |
| 883,861 |
| ||||||
|
| |||||||||||
| Other operating income |
| 7,601 |
| - |
| ||||||
| Amortisation of intangible assets |
| (552,809) |
| (496,732) | |||||||
| Administrative expenses |
| (2,202,581) |
| (2,032,182) | |||||||
| Share based payments |
|
| (120,380) |
| (209,295) | ||||||
|
| |||||||||||
|
|
|
|
|
| |||||||
|
| |||||||||||
| Operating loss | 5 |
| (2,235,690) |
| (1,357,616) | ||||||
|
| |||||||||||
| Investment revenues | 8 |
| 5,725 |
| 807 |
| |||||
| Finance costs | 9 |
| (24,000) |
| (8,397) | ||||||
| Foreign exchange gains/(losses) | 9 |
| 35,706 |
| (73,166) | ||||||
| Impairment of investment in associate | 15 |
| (299,521) |
| - | ||||||
| Share of loss of equity accounted Investee, net of tax |
15
|
| (30,352) |
| (41,001) | ||||||
|
| |||||||||||
|
|
|
|
|
| |||||||
|
| |||||||||||
| Loss before taxation |
| (2,548,132) |
| (1,479,373) | |||||||
|
| |||||||||||
| Income tax income | 10 |
| 285,108 |
| 347,036 |
| |||||
|
| |||||||||||
|
|
|
|
|
| |||||||
|
| |||||||||||
| Loss and total comprehensive income for the year |
|
| (2,263,024) |
| (1,132,337) | ||||||
|
| |||||||||||
|
|
|
|
|
| |||||||
|
| |||||||||||
| Total comprehensive income for the year is attributable to: |
| ||||||||||
| - Owners of the parent company |
| (2,270,347)
|
| (1,144,703) | |||||||
| - Non-controlling interests | 7,323 |
| 12,366 |
| |||||||
|
| |||||||||||
|
|
|
|
|
| |||||||
|
| |||||||||||
|
| (2,263,024) |
| (1,132,337) | ||||||||
|
| |||||||||||
|
|
|
|
|
| |||||||
|
| |||||||||||
| Earnings per share | 11 |
| |||||||||
| Basic |
| (0.66p) |
| (0.55p) | |||||||
| Diluted |
| (0.66p) |
| (0.55p) | |||||||
|
| |||||||||||
| The income statement has been prepared on the basis that all operations are continuing operations.
|
| ||||||||||
Eden Research plc
Consolidated statement of financial position
As at 31 December 2020
|
| 2020 |
| 2019 | ||||
|
|
|
|
| (restated - see note 1.1) | |||
|
| Notes |
| £ |
| £ | ||
|
| |||||||
| Non-current assets | |||||||
| Intangible assets | 12 |
| 6,729,483 |
| 5,581,005 | ||
| Property, plant and equipment | 13 |
| 188,065 |
| - | ||
| Right-of-Use assets | 14 |
| 394,610 |
| 61,750 | ||
| Investments | 15 |
| 419,865 |
| 749,738 | ||
|
| |||||||
|
|
|
|
| ||||
|
| |||||||
|
| 7,732,023 |
| 6,392,493 | ||||
|
| |||||||
|
|
|
|
| ||||
|
| |||||||
| Current assets |
| ||||||
| Inventories | 17 |
| 224,422 |
| 68,423 | ||
| Trade and other receivables | 18 |
| 1,396,308 |
| 1,633,092 | ||
| Current tax recoverable |
| 285,108 |
| 268,777 | |||
| Cash and cash equivalents |
| 7,286,503 |
| 501,984 | |||
|
| |||||||
|
|
|
|
| ||||
|
| |||||||
|
| 9,192,341 |
| 2,472,276 | ||||
|
| |||||||
|
|
|
|
| ||||
|
| |||||||
| Current liabilities |
| ||||||
|
| |||||||
| Trade and other payables | 19 |
| 1,454,955 |
| 1,348,588 | ||
| Lease liabilities | 20 |
| 84,350 |
| 22,812 | ||
|
| |||||||
|
|
|
|
| ||||
|
| |||||||
|
| 1,539,305 |
| 1,371,400 | ||||
|
| |||||||
|
|
|
|
| ||||
|
| |||||||
| Net current assets |
| 7,653,036 |
| 1,100,876 | |||
|
| |||||||
|
|
|
|
| ||||
|
| |||||||
| Non-current liabilities |
| ||||||
|
| |||||||
| Trade and other payables | 19 |
| 125,212 |
| 99,008 | ||
| Lease liabilities | 20 |
| 330,898 |
| 46,687 | ||
|
| |||||||
|
|
|
|
| ||||
|
| |||||||
|
| 456,110 |
| 145,695 | ||||
|
| |||||||
|
|
|
|
| ||||
|
| |||||||
| Net assets |
| 14,928,949 |
| 7,347,674 | |||
|
| |||||||
|
|
|
|
| ||||
Eden Research plc
Consolidated statement of financial position (continued)
As at 31 December 2020
|
| 2020 |
| 2019 |
| |||||||
|
| Notes |
| £ |
| £ |
| |||||
|
| |||||||||||
| Equity |
| ||||||||||
|
| |||||||||||
| Called up share capital | 23 |
| 3,803,402 |
| 2,071,893 |
| |||||
| Share premium account | 24 |
| 39,308,529 |
| 31,289,915 |
| |||||
| Warrant reserve | 25 |
| 429,915 |
| 335,739 |
| |||||
| Merger reserve | 26 |
| 10,209,673 |
| 10,209,673 |
| |||||
| Retained earnings |
|
| (38,842,259) |
| (36,571,912) | ||||||
| Non-controlling interest | 27 | 19,689 |
| 12,366 |
| ||||||
|
| |||||||||||
|
|
|
|
|
| |||||||
|
| |||||||||||
| Total equity |
| 14,928,949 |
| 7,347,674 |
| ||||||
|
| |||||||||||
|
|
|
|
|
| |||||||
|
| |||||||||||
| The financial statements were approved by the board of directors and authorised for issue on 29 June 2021 and are signed on its behalf by: |
| ||||||||||
|
| |||||||||||
| S Smith |
| ||||||||||
| Director |
| ||||||||||
Eden Research plc
Company statement of financial position
As at 31 December 2020
|
| 2020 |
| 2019 |
| |||||||
|
|
|
|
| (restated - see note 1.1) |
| ||||||
|
| Notes |
| £ |
| £ |
| |||||
|
| |||||||||||
| Non-current assets |
| ||||||||||
| Intangible assets | 12 |
| 6,610,014 |
| 5,448,262 |
| |||||
| Property, plant and equipment | 13 |
| 188,065 |
| - |
| |||||
| Right-of-Use Assets | 14 |
| 394,610 |
| 61,750 |
| |||||
| Investments | 15 |
| 419,865 |
| 749,738 |
| |||||
|
| |||||||||||
|
|
|
|
|
| |||||||
|
| |||||||||||
|
| 7,612,554
|
| 6,259,750 |
| |||||||
|
| |||||||||||
|
|
|
|
|
| |||||||
|
| |||||||||||
| Current assets |
| ||||||||||
| Inventories | 17 |
| 224,422
|
| 68,423 |
| |||||
| Trade and other receivables | 18 |
| 1,444,308 |
| 1,633,092 |
| |||||
| Current tax recoverable |
| 285,108 |
| 268,777 |
| ||||||
| Cash and cash equivalents |
| 7,286,503 |
| 501,984 |
| ||||||
|
| |||||||||||
|
|
|
|
|
| |||||||
|
| |||||||||||
|
| 9,240,341 |
| 2,472,276 |
| |||||||
|
| |||||||||||
|
|
|
|
|
| |||||||
|
| |||||||||||
| Current liabilities |
| ||||||||||
|
| |||||||||||
| Trade and other payables | 19 |
| 1,374,862 |
| 1,240,576 |
| |||||
| Lease liabilities | 20 |
| 84,350 |
| 22,812 |
| |||||
|
| |||||||||||
|
|
|
|
|
| |||||||
|
| |||||||||||
|
| 1,459,212 |
| 1,263,388 |
| |||||||
|
| |||||||||||
|
|
|
|
|
| |||||||
|
| |||||||||||
| Net current assets |
| 7,781,129 |
| 1,208,888 |
| ||||||
|
| |||||||||||
|
|
|
|
|
| |||||||
|
| |||||||||||
| Non-current liabilities |
| ||||||||||
|
| |||||||||||
| Trade and other payables | 19 |
| 125,212 |
| 99,008 |
| |||||
| Lease liabilities | 20 |
| 330,898 |
| 46,687 |
| |||||
|
| |||||||||||
|
|
|
|
|
| |||||||
|
| |||||||||||
|
| 456,110 |
| 145,695 |
| |||||||
|
| |||||||||||
|
|
|
|
|
| |||||||
|
| |||||||||||
| Net assets |
| 14,937,573 |
| 7,322,943 |
| ||||||
|
| |||||||||||
|
|
|
|
|
| |||||||
|
| |||||||||||
| Equity |
| ||||||||||
|
| |||||||||||
| Called up share capital | 23 |
| 3,803,402 |
| 2,071,893 |
| |||||
| Share premium account | 24 |
| 39,308,529 |
| 31,289,915 |
| |||||
| Warrant reserve | 25 |
| 429,915 |
| 335,739 |
| |||||
| Merger reserve | 26 |
| 10,209,673 |
| 10,209,673 |
| |||||
| Retained earnings |
|
| (38,813,946) |
| (36,584,277) | ||||||
|
| |||||||||||
|
|
|
|
|
| |||||||
|
| |||||||||||
| Total equity |
| 14,937,573 |
| 7,322,943 |
| ||||||
|
| |||||||||||
|
|
|
|
|
| |||||||
| As permitted by s408 Companies Act 2006, the company has not presented its own income statement and related notes. The company's loss for the year was £2,229,669 (2019 - £1,157,068 loss).
|
|
|
| The financial statements were approved by the board of directors and authorised for issue on 29 June 2021 and are signed on its behalf by: |
|
|
| S Smith |
| Director |
|
|
| Company Registration No. 03071324 |
Eden Research plc
Consolidated statement of changes in equity
For the year ended 31 December 2020
|
| Share capital | Share premium account | Merger reserve | Warrant reserve | Retained earnings | Total | Non-controlling interest | Total |
| ||||||||||||||
|
| Notes | £ | £ | £ | £ | £ | £ | £ | £ |
| |||||||||||||
|
| |||||||||||||||||||||||
| Balance at 1 January 2019 |
| 2,071,893 | 31,289,915 | 10,209,673 | 653,446 |
| (35,954,211) | 8,270,716 | - | 8,270,716 |
| ||||||||||||
|
| |||||||||||||||||||||||
| Year ended 31 December 2019: |
| ||||||||||||||||||||||
| Loss and total comprehensive income for the year |
| - | - | - | - |
| (1,144,703) | (1,144,703) | 12,366 |
| (1,132,337) | ||||||||||||
| Options granted |
| - | - | - | 209,295 | - | 209,295 | - | 209,295 |
| |||||||||||||
| Options lapsed |
| - | - | - |
| (527,002) | 527,002 | - | - | - |
| ||||||||||||
|
| |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
|
| |||||||||||||||||||||||
| Balance at 31 December 2019 |
| 2,071,893 | 31,289,915 | 10,209,673 | 335,739 |
| (36,571,912) | 7,335,308 | 12,366 | 7,347,674 |
| ||||||||||||
|
| |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
|
| |||||||||||||||||||||||
| Year ended 31 December 2020: |
| ||||||||||||||||||||||
| Loss and total comprehensive income for the year |
| - | - | - | - |
| (2,270,347) | (2,270,347) | 7,323 |
| (2,263,024) | ||||||||||||
| Issue of share capital | 23/24 | 1,731,509 | 8,018,614 | - | - | - | 9,750,123 | - | 9,750,123 |
| |||||||||||||
| Options granted | 22 | - | - | - | 94,176 | - | 94,176 | - | 94,176 |
| |||||||||||||
|
| |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
|
| |||||||||||||||||||||||
| Balance at 31 December 2020 | 3,803,402 | 39,308,529 | 10,209,673 | 429,915 |
| (38,842,259) | 14,909,260 | 19,689 | 14,928,949 |
| |||||||||||||
|
| |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Eden Research plc
Company statement of changes in equity
For the year ended 31 December 2020
|
| Share capital | Share premium account | Equity reserve | Other reserves | Retained earnings | Total |
| ||||||||||
|
| Notes | £ | £ | £ | £ | £ | £ |
| |||||||||
|
| |||||||||||||||||
| Balance at 1 January 2019 |
| 2,071,893 | 31,289,915 | 10,209,673 | 653,446 |
| (35,954,211) | 8,270,716 |
| ||||||||
|
| |||||||||||||||||
| Year ended 31 December 2019: |
| ||||||||||||||||
| Loss and total comprehensive income for the year |
| - | - | - | - |
| (1,157,068) | (1,157,068) | |||||||||
| Options granted |
| - | - | - | 209,295 | - | 209,295 |
| |||||||||
| Options lapsed |
| - | - | - |
| (527,002) | 527,002 | - |
| ||||||||
|
| |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
| |||||||||||||||||
| Balance at 31 December 2019 |
| 2,071,893 | 31,289,915 | 10,209,673 | 335,739 |
| (36,584,277) | 7,322,943 |
| ||||||||
|
| |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
| |||||||||||||||||
| Year ended 31 December 2020: |
| ||||||||||||||||
| Loss and total comprehensive income for the year |
| - | - | - | - |
| (2,229,669) | (2,229,669) | |||||||||
| Issue of share capital | 23/24 | 1,731,509 | 8,018,614 | - | - | - | 9,750,123 |
| |||||||||
| Options granted | 22 | - | - | - | 94,176 | - | 94,176 |
| |||||||||
|
| |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
| |||||||||||||||||
| Balance at 31 December 2020 | 3,803,402 | 39,308,529 | 10,209,673 | 429,915 |
| (38,813,946) | 14,937,573 |
| |||||||||
|
| |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Eden Research plc
Consolidated statement of cash flows
For the year ended 31 December 2020
|
| 2020 |
| 2019 |
| |||||||||||
|
|
|
|
| (restated - see note 1.1) | |||||||||||
|
| Notes | £ | £ | £ | £ |
| |||||||||
|
| |||||||||||||||
| Cash flows from operating activities |
| ||||||||||||||
|
| |||||||||||||||
| Cash absorbed by operations | 33 |
| (1,265,812) |
| (1,278,429) | ||||||||||
|
| |||||||||||||||
| Interest paid |
| (450) |
| (1,344) | |||||||||||
| Interest on lease liabilities |
| (23,550) |
| (7,053) | |||||||||||
| Tax refunded |
| 268,777 |
| 272,720 |
| ||||||||||
|
| |||||||||||||||
|
|
|
|
|
| |||||||||||
|
| |||||||||||||||
| Net cash outflow from operating activities |
| (1,021,035) |
| (1,014,106) | |||||||||||
|
| |||||||||||||||
| Investing activities |
| ||||||||||||||
| Purchase of intangible assets |
| (1,701,287) |
| (835,896) |
| ||||||||||
| Purchase of property, plant and equipment |
| (200,758) |
| (77,954) |
| ||||||||||
| Interest received |
| 5,725 |
| 807 |
| ||||||||||
|
| |||||||||||||||
|
|
|
|
|
| |||||||||||
|
| |||||||||||||||
| Net cash used in investing activities |
| (1,896,320) |
| (913,043) | |||||||||||
|
| |||||||||||||||
| Financing activities |
| ||||||||||||||
| Gross proceeds from issue of shares |
| 10,389,053 |
| - |
| ||||||||||
| Expenses incurred from issue of shares |
| (638,930) |
| - |
| ||||||||||
| Payment of lease liabilities |
| (44,457) |
| (20,916) |
| ||||||||||
|
| |||||||||||||||
|
|
|
|
|
| |||||||||||
|
| |||||||||||||||
| Net cash generated from/(used in) financing activities |
| 9,705,666 |
| (20,916) | |||||||||||
|
| |||||||||||||||
|
|
|
|
|
| |||||||||||
|
| |||||||||||||||
| Net increase/(decrease) in cash and cash equivalents |
| 6,788,311 |
| (1,948,065) | |||||||||||
|
| |||||||||||||||
| Cash and cash equivalents at beginning of year |
| 501,984 |
| 2,478,740 |
| ||||||||||
| Effect of foreign exchange rates |
| (3,792) |
| (28,691) | |||||||||||
|
| |||||||||||||||
|
|
|
|
|
| |||||||||||
|
| |||||||||||||||
| Cash and cash equivalents at end of year |
| 7,286,503 |
| 501,984 |
| ||||||||||
|
| |||||||||||||||
|
|
|
|
|
| |||||||||||
|
| |||||||||||||||
| Relating to: |
| ||||||||||||||
| Bank balances and short-term deposits |
|
7,286,503
|
| 501,984 |
| ||||||||||
|
| |||||||||||||||
|
|
|
|
|
| |||||||||||
Eden Research plc
Company statement of cash flows
For the year ended 31 December 2020
|
| 2020 |
| 2019 |
| |||||||||||
|
|
|
|
| (restated - see note 1.1) |
| ||||||||||
|
| Notes | £ | £ | £ | £ |
| |||||||||
|
| |||||||||||||||
| Cash flows from operating activities |
| ||||||||||||||
|
| |||||||||||||||
| Cash absorbed by operations | 33 |
| (1,265,812) |
| (1,278,429) | ||||||||||
|
| |||||||||||||||
| Interest paid |
| (450) |
| (1,344) | |||||||||||
| Interest on lease liabilities |
| (23,550) |
| (7,053) | |||||||||||
| Tax refunded |
| 268,777 |
| 272,720 |
| ||||||||||
|
| |||||||||||||||
|
|
|
|
|
| |||||||||||
|
| |||||||||||||||
| Net cash outflow from operating activities |
| (1,021,035) |
| (1,014,106) | |||||||||||
|
| |||||||||||||||
| Investing activities |
| ||||||||||||||
| Purchase of intangible assets |
| (1,701,287) |
| (835,896) |
| ||||||||||
| Purchase of property, plant and equipment |
| (200,758) |
| (77,954) |
| ||||||||||
| Interest received |
| 5,725 |
| 807 |
| ||||||||||
|
| |||||||||||||||
|
|
|
|
|
| |||||||||||
|
| |||||||||||||||
| Net cash used in investing activities |
| (1,896,320) |
| (913,043) | |||||||||||
|
| |||||||||||||||
| Financing activities |
| ||||||||||||||
| Gross proceeds from issue of shares |
| 10,389,053 |
| - |
| ||||||||||
| Expenses incurred from issue of shares |
| (638,930) |
| - |
| ||||||||||
| Payment of lease liabilities |
| (44,457) |
| (20,916) |
| ||||||||||
|
| |||||||||||||||
|
|
|
|
|
| |||||||||||
|
| |||||||||||||||
| Net cash generated from/(used in) financing activities |
| 9,705,666 |
| (20,916) | |||||||||||
|
| |||||||||||||||
|
|
|
|
|
| |||||||||||
|
| |||||||||||||||
| Net increase/(decrease) in cash and cash equivalents |
| 6,788,311 |
| (1,948,065) | |||||||||||
|
| |||||||||||||||
| Cash and cash equivalents at beginning of year |
| 501,984 |
| 2,478,740 |
| ||||||||||
| Effect of foreign exchange rates |
| (3,792) |
| (28,691) | |||||||||||
|
| |||||||||||||||
|
|
|
|
|
| |||||||||||
|
| |||||||||||||||
| Cash and cash equivalents at end of year |
| 7,286,503 |
| 501,984 |
| ||||||||||
|
| |||||||||||||||
|
|
|
|
|
| |||||||||||
|
| |||||||||||||||
| Relating to: |
| ||||||||||||||
| Bank balances and short-term deposits |
| 7,286,503 |
| 501,984 |
| ||||||||||
|
| |||||||||||||||
|
|
|
|
|
| |||||||||||
Eden Research plc
Notes to the group financial statements
For the year ended 31 December 2020
| 1 | Accounting policies | |
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| Company information |
|
|
| Eden Research plc is a public company limited by shares incorporated in England and Wales. The registered office is 67C Innovation Drive, Milton Park, Abingdon, Oxfordshire, OX14 4RQ. The company's principal activities and nature of its operations are disclosed in the directors' report.
The group consists of Eden Research plc and all of its subsidiaries.
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| 1.1 | Accounting convention |
|
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| Group and parent company financial statements have been prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006, except as otherwise stated.
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|
| The financial statements are prepared in sterling, which is the functional currency of the group. Monetary amounts in these financial statements are rounded to the nearest £.
They have been prepared on the historical cost basis. The principal accounting policies adopted are set out below. | |
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|
Associates
Associates are those entities in which the Company has significant influence, but not control, over the financial and operating policies. Significant influence is presumed to exist when the Company holds between 20 and 50 percent of the voting power of another entity, or where the Company has a lower interest but the right to appoint a Director. The company acquired 29.9% of TerpeneTech Limited ("TerpeneTech (UK") during 2015; TerpeneTech (UK) is an associated undertaking.
Application of the equity method to associates
The investment in TerpeneTech (UK) is accounted for using the equity method. The investment was initially recognised at cost. The company's investment includes goodwill identified on acquisition, net of any accumulated impairment losses and any separable intangible assets. The financial statements include the Company's share of the total comprehensive income and equity movements of TerpeneTech (UK), from the date that significant influence commenced.
Changes in presentation of the financial statements
Directors continue to assess the clarity of the financial statements and the need for changes in presentation to enable and assist understanding of users of the accounts as the operations of the Group continue to evolve.
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| 1 | Accounting policies (continued) |
| ||
| 1.1 | Accounting convention (continued) |
|
| |
|
| Following this consideration, the following changes have been made in the current year, including changes in comparative figures, to enhance presentation:
- Right-of-use Assets have been presented on the face of the balance sheet (2019: as part of Property, plant and equipment). This reflects the increased quantum of this balance, following the move to the new office
- Finance costs have been presented separately from the foreign exchange gains/losses in the consolidated income statement, consolidated and company cash flow statements and note 35, reflecting the increase in interest payable, coming chiefly as a result of the new leases.
- Exchange differences on working capital balances have been removed as an adjustment to profit in arriving at Cash absorbed by operations in note 33 and removed as an adjustment to Cash absorbed by operations in arriving at Net cash outflow from operating activities on the face of the consolidated and company cash flow statements. There is no impact on Net cash outflow from operating activities. This is a best practice improvement, considered by the Directors to result in a more appropriate presentation.
- Change in the EPS calculation to only include profit/loss attributable to the shareholders (which represents a correction of a trivial error in the prior year).
The above changes have had the following effect on the comparative figures, which are considered to be immaterial:
- Right-of-use Assets of £61,750 have been separately presented on the face of the consolidated and company balance sheet.
- Finance costs of £8,397 have been presented separately from the foreign exchange losses of £73,166.
- Exchange differences on working capital balances of £44,475 have been removed as an equal and opposite adjusting item in arriving at Net cash outflow from operating activities.
- EPS has been restated from (0.54p) to (0.55p) for the year ended 31 December 2019.
|
| ||
| 1.2 | Basis of consolidation The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertaking up to 31 December 2020. The profits and losses of the company and its subsidiary are consolidated from the date from which control is achieved. All members of the group have the same reporting period.
Subsidiary undertakings are entities controlled by the Company. The Company controls an entity when it is exposed to, or has the right to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.
| |||
| 1 | Accounting policies (continued) | |
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| 1.3 | Going concern |
|
|
| The directors have, at the time of approving the financial statements, a reasonable expectation that the group has adequate resources to continue in operational existence for at least 12 months from the approval of the financial statements. Thus, the financial statements have been prepared on a going concern basis which contemplates the realisation of assets and the settlement of liabilities in the ordinary course of business.
The Group has reported a loss for the year after taxation of £2,263,024 (2019: £1,132,337). Net current assets at that date amounted to £7,653,036 (2019: £1,100,876). Cash at that date amounted to £7,286,503 (2019: £501,984). As at 31 May 2021, the cash balance has reduced to £6,000,724, which is ahead of the current year budget. The group is reliant on its existing cash balance to fund its working capital.
The Directors have prepared budgets and projected cash flow forecasts, based on forecast sales provided by Eden's distributors where available, for a period of at least 12 months from the date of approval of the financial statements and they consider that the Company will be able to operate with the cash resources that are available to it for this period.
The forecasts adopted include only revenue derived from existing contracts. They do not include potential upside from on-going discussions and negotiations with other parties not yet contracted, as well as other 'blue sky' opportunities.
The impact of COVID has been considered in the forecasts. The Group has not been significantly impacted by the pandemic although it has led to some delays in product development process and limited promotional activity. The forecasts reflect this with the development expenditure timing based on the latest experience with regulatory authorities and sales volumes on the latest distributors' information which reflects their post-COVID demand.
In addition, the Group has relatively low fixed running costs and, while mitigating actions are not forecast to be required to support the going concern basis, the Directors have previously demonstrated its ability to delay certain other costs, such as Research and Development expenditure, in the event of unforeseen cash constraints and are willing and able to delay costs in the forecast period should the need arise.
The Directors have also considered a scenario whereby the Company receives no revenue during the forecast period. Under this scenario, a positive cash balance would be maintained over that period.
Consequently, the directors are confident that the company will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis. | |
| 1 | Accounting policies (continued) | |
|
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| 1.4 | Revenue |
|
|
| Revenue is recognised only when the Company has satisfied a performance obligation by transferring control to a customer.
Revenue represents amounts receivable by the Company in respect of services rendered during the year in accordance with the underlying contract of licence, stated net of value added tax.
Sales-based royalty income arising from licences of the Company's intellectual property is recognised in accordance with the terms of the underlying contract and is based on net sales value of product sold by Eden's licensees. It is recognised when the underlying sales occur.
Upfront and annual payments made by customers at commencement and for renewal of distribution and other agreements are recognised in accordance with the terms of the agreement. Where there is no ongoing obligation on the Company under the agreement, the payment is recognised in full in the period in which it is made. Where there is an ongoing obligation on the Company, the separate performance obligations under the agreement are identified and revenue allocated to each performance obligation. Revenue is then recognised when a corresponding performance obligation has been met.
Each sale of a licence by the Company is assessed to determine whether the licence is distinct from the sale of other goods and services, and whether the licence granted provides use of the Company's intellectual property as it exists at that point in time, with no ongoing obligation on the Company, or alternatively provides access to the intellectual property as it develops over time. Where the Company has discharged all of its ongoing obligations associated with the licence granted, revenue is recognised on invoicing of the licence fee payment at which point the customer can use and benefit from the licence. Where there is an ongoing obligation on the Company, revenue is recognised in the periods to which the obligations pertain.
Product sales are recorded once the ownership and related rights and responsibilities are passed to the customer and the product is made available to the partner to collect, or, if the Company is responsible for the shipping, the product has been shipped to the customer.
| |
|
| The following is a description of the principal activities from which the Company generates its revenue.
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|
| ||
|
| Licensing fees | |
|
| The Company receives licensing fees from partners who have taken a licence for the right to use Eden's intellectual property, usually defined by field of use and territory. These are identified as right to use as the Company does not have an obligation to undertake activities that significantly affect the relevant intellectual property. | |
|
| Milestone payments | |
|
| The Company receives milestone payments from other commercial arrangements, including any fees it has charged to partners for rights granted in respect of distribution agreements.
| |
| 1 | Accounting policies (continued) |
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|
|
| 1.4 | Revenue (continued) |
|
| |
|
| Milestone payments (continued) These agreements are bespoke and any such revenue is specific to the particular agreement. Consequently, for each such agreement, the nature of the underlying performance obligations is assessed in order to determine whether revenue should be recognised at a point in time or over time.
Revenue is then recognised based on the above assessment upon satisfaction of the performance obligation.
|
|
| |
|
| R&D charges |
|
| The Company sometimes charges its partners for R&D costs that it has incurred which usually relate to specific projects and which it has incurred through a third party.
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|
| |
|
| Upon agreement with a partner, or if some specific milestone is met, then Eden will raise an invoice which is usually payable between 30 and 120 days. Revenue is recognised upon satisfaction of the underlying performance obligation.
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|
| |
|
| Royalties |
|
| The Company receives royalties from partners who have entered into a licence arrangement with Eden to use its intellectual property and who have sold products, which then gives rise to an obligation to pay Eden a royalty on those sales.
|
|
| |
|
| Generally, royalties relate to specific time periods, such as quarterly or annual dates, in which product sales have been made. Revenue is recognised in line with when these sales occur.
Once an invoice is raised by Eden, following the period to which the royalties relate, payment is due to the Company is 30 to 60 days.
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|
| |
|
| Product sales |
|
| Generally, where the company has entered into a distribution agreement with a partner, Eden is responsible for supplying product to that partner once a sales order has been signed. |
|
| |
|
| At that point, Eden has the product manufactured through a third-party, toll manufacturer. At the point at which the product is finished and is made available to the partner to collect, or, if the Company is responsible for the shipping, the product has been shipped, the partner is liable for the product and obliged to pay Eden. Normal terms for product sales are 90 to 120 days. Returns are not accepted and refunds are only made when product supplied is notified as defective within 60 days.
The Group does not have any contract assets or liabilities.
|
| 1 | Accounting policies (continued)
|
| |
| 1.5 | Intangible assets other than goodwill |
| |
|
| Intellectual property, including development costs, is capitalised and amortised on a straight-line basis over its remaining estimated useful economic life of 10 years in line with the remaining life of the Company's master patent, which was originally 20 years, with additional Supplementary Protection Certificates having been granted in the majority of the countries in the EU in which Eden is selling Mevalone®. The useful economic lie of intangible assets is reviewed on an annual basis.
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| ||
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| |||
| 1.6 | Property, plant and equipment |
| |
|
| Property, plant and equipment are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.
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| Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
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| |||
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| Leasehold land and buildings | Over the term of the lease | |
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| Fixtures and fittings | 5 years straight line | |
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| Motor vehicles | Over the term of the lease | |
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| The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.
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| |||
| 1.7 | Impairment of tangible and intangible assets |
| |
|
| The Directors regularly review the intangible assets for impairment and provision is made if necessary. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of as asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at each reporting date.
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| 1.8 | Inventories |
| |
|
| Inventories are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is based on the first-in-first-out principle. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition.
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| 1 | Accounting policies (continued) | ||
|
| |||
| 1.9 | Financial instruments |
| |
|
| (i) Recognition and initial measurement Trade receivables are initially recognised when they are originated. All other financial assets and financial liabilities are initially recognised when the Company becomes a part to the contractual provisions of the instrument.
A financial asset (unless it is a trade receivable with a significant financing component) or financial liability is initially measured at fair value plus, for an item not at fair value through profit or loss ("FVTPL"), transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price.
(ii) Classification and subsequent measurement Financial assets
(a) Classification On initial recognition, a financial asset is classified as measured at: amortised cost or FVTPL.
Financial assets are not reclassified subsequently to their initial recognition unless the Company changes its business model for managing financial assets in which case all affect financial assets are reclassified on the first day of the first reporting period following the change in the business model.
A financial asset is measured at amortised cost if it meets both of the following conditions: - It is held within a business model whose objective is to hold assets to collect contractual cash flows; and - Its contractual terms give rise on specific dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Investments in associates accounted for using the equity method and subsidiaries are carried at cost less impairment.
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| |||
| 1 | Accounting policies (continued) |
| |
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| |
| 1.9 | Financial instruments (continued) |
| |
|
| Cash and cash equivalents Cash and cash equivalents comprise cash balances and call deposits. Bank overdrafts that are repayable on demand and form an integral part of the Company's cash management are included as a component of cash and cash equivalents for the purpose only of the cash flow statement. | ||
|
| (b) Subsequent measurement and gains and losses
Financial assets at amortised cost - These assets are subsequently measured at amortised cost using the effective interest method. The amortised cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognised in profit or loss. Any gain or loss on derecognition is recognised in profit or loss.
| ||
|
| Financial liabilities and equity
Financial instruments issued by the Company are treated as equity only to the extent that they meet the following two conditions:
(a) they include no contractual obligations upon the Company to deliver cash or other financial assets or to exchange financial assets or financial liabilities with another party under conditions that are potentially unfavourable to the company; and
(b) where the instrument will or may be settled in the Company's own equity instruments, it is either a non-derivative that includes no obligation to deliver a variable number of the Company's own equity instruments or is a derivative that will be settled by the Company's exchanging a fixed amount of cash or other financial assets for a fixed number of its own equity instruments.
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| 1 | Accounting policies (continued) | ||
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| 1.9 | Financial instruments (continued) | ||
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|
| To the extent that this definition is not met, the proceeds of issue are classified as a financial liability. Where the instrument so classified takes the legal form of the Company's own shares, the amounts presented in these financial statements for called up share capital and share premium account exclude amounts in relation to those shares.
Financial liabilities are classified as measured at amortised cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognised in profit or loss. Other financial liabilities are subsequently measured at amortised cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognised in profit or loss. Any gain or loss on derecognition is also recognised in profit or loss.
Where a financial instrument that contains both equity and financial liability components exists these components are separated and accounted for individually under the above policy. | ||
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| (iii) Impairment | ||
|
| The Group recognises loss allowances for expected credit losses (ECLs) on financial assets measured at amortised cost.
The Group measures loss allowances at an amount equal to lifetime ECL, except for other debt securities and bank balances for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition, which are measured as 12-month ECL.
Loss allowances for trade receivables and contract assets are always measured at an amount equal to lifetime ECL.
When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECL, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the company's historical experience and informed credit assessment and including forward-looking information. | ||
| 1 | Accounting policies (continued) | |
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| 1.9 | Financial instruments (continued) | |
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| The Group considers a financial asset to be in default when: - the borrower is unlikely to pay its credit obligations to the Company in full, without recourse by the Company to actions such as realising security (if any is held); or - the financial asset is more than 120 days past due.
Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial instrument.
12-month ECLs are the portion of ECLs that result from default events that are possible within the 12 months after the reporting date (or a shorter period if the expected life of the instrument is less than 12 months).
The maximum period considered when estimating ECLs is the maximum contractual period over which the Group is exposed to credit risk.
| |
|
| Measurement of ECLs ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e. the difference between the cash flows due to the entity in accordance with the contract and the cash flows that the Group expects to receive). ECLs are discounted at the effective interest rate of the financial asset. | |
|
| Credit-impaired financial assets At each reporting date, the Group assesses whether financial assets carried at amortised cost are credit-impaired. A financial asset is 'credit-impaired' when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. | |
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Write-offs The gross carrying amount of a financial asset is written off (either partially or in full) to the extent that there is no realistic prospect of recovery. | |
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| 1 | Accounting policies (continued) |
| 1.10 | Taxation |
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| The tax expense represents the sum of the tax currently payable and deferred tax.
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| Current tax |
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| The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date. The current tax charge includes any research and development tax credits claimed by the Company.
R&D tax credits are accounted for by reference to IAS 12. |
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| |
|
| Deferred tax |
|
| Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interest in joint ventures, except where the Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised based on the tax rates that have been enacted or substantively enacted by the end of the reporting period. Deferred tax is charged or credited to profit or loss, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.
Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.
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| 1 | Accounting policies (continued) |
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| 1.11 | Employee benefits |
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| The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of inventories or non-current assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee's services are received.
Termination benefits are recognised immediately as an expense when the group is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
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| |
| 1.12 | Retirement benefits |
|
| Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
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| |
| 1.13 | Share-based payments |
|
| The Company has applied the requirements of IFRS 2 Share-Based Payments.
Unapproved share option scheme
The Company has operated an unapproved share option scheme for executive Directors, senior management and certain employees. This scheme was used for any options awarded prior to 28 September 2017.
|
| 1 | Accounting policies (continued) |
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| |
|
| Long-Term Incentive Plan ('LTIP')
In 2017, the Company established a LTIP to incentivise the Executives to deliver long-term value creation for shareholders and ensure alignment with shareholder interest. Awards are made annually and are subject to continued service and challenging performance conditions usually over a three year period. The performance conditions are reviewed on an annual basis to ensure they remain appropriate and are currently based on increasing shareholder value. Awards are generally structured as nil cost options with a seven year lift after vesting.
Other than in exceptional circumstances, an award to an Executive would be up to 100% of salary in any one year and would be granted subject to achieving challenging performance conditions set at the date of the grant. A percentage of the award will vest for 'Threshold' performance with full vesting taking place for equalling or exceeding the performance 'Target'. In between the Threshold and Target there may be pro rata vesting. The Remuneration Committee retains the ability to amend the performance conditions for future grants to ensure that such grants achieve the stated purpose.
The LTIP was adopted by the Board of Directors of Eden on 28 September 2017.
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to the Statement of Profit or Loss and Other Comprehensive Income over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that ultimately the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted, as long as other vesting conditions are satisfied. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
Where the terms and conditions of options are modified before they vest, the increase in fair value of the options, measured immediately before and after the modification is also charged to the Statement of Profit or Loss and Other Comprehensive Income over the remaining vesting period.
In April 2021, the Company adopted a new LTIP which replaced the once described above. Details of the new LTIP can be found in the Remuneration Committee Report.
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| |
| 1.14 | Leases |
|
| At inception, the group assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the group recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within property, plant and equipment, apart from those that meet the definition of investment property.
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| 1 | Accounting policies (continued) |
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| |
|
| The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of other property, plant and equipment. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
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|
| |
|
| The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the group's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the group is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.
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|
| |
|
| The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in: future lease payments arising from a change in an index or rate; the group's estimate of the amount expected to be payable under a residual value guarantee; or the group's assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
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|
| |
|
| The group has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.
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|
| |
| 1.15 | Grants |
|
| Government grants are recognised when there is reasonable assurance that the grant conditions will be met and the grants will be received.
|
|
| |
| 1.16 | Foreign exchange |
|
| Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation are included in the income statement for the period.
Whilst the majority of the Company's revenue is in Euros, the Company also incurs a significant level of expenditure in that currency. As such, the Company does not currently use any hedging facilities and instead chooses to keep some of its cash at the bank in Euros.
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| 1 | Accounting policies (continued) | |
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| ||
| 1.17 | Research and development
| |
|
| Expenditure on research activities is recognised as an expense in the period in which it is incurred.
An internally generated intangible asset arising from the Company's development activities is recognised only is all the following conditions are met: · the project is technically and commercially feasible; · an asset is created that can be identified; · the Company intends to complete the asset and use or sell it and has the ability to do so; · it is probable that the asset created will generate future economic benefits; · the development cost of the asset can be measured reliably; and · there are sufficient resources available to complete the project.
Internally-generated intangible assets are amortised on a straight-line basis over their useful lives. Where no internally-generated intangible asset can be recognised, development expenditure is recognised as an expense in the period in which it is incurred.
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| ||
| 1.18 | Defined contribution plan
| |
|
| A defined contribution plan is a post-employment benefit plan under which the company pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution pension plans are recognised as an expense in the income statement in the periods during which services are rendered by employees.
| |
|
| ||
| 1.19 | Financial risk management
| |
|
| The Company's activities expose it to a variety of financial risks: market risks (including currency risk and interest rate risks), credit risk and liquidity risk. Risk management focuses on minimising any potential adverse effect on the Company's financial performance and is carried out under policies approved by the Board of Directors.
| |
|
| ||
| 2 | Adoption of new and revised standards and changes in accounting policies | |
|
| ||
(a) New standards, amendments and interpretations
The following new standards, amendments and interpretations have been adopted by the Group for the first time for the financial year beginning on 1 January 2020:
• Amendments to IFRS 9 'Financial Instruments', IAS 39 'Financial Instruments: Recognition and Measurement' and IFRS 7 'Financial Instruments.
• Amendments to IAS 1 'Presentation of financial statements' and IAS 8 'Accounting policies, changes in accounting estimates and errors' which are intended to make the definition of material easier to understand.
• Amendments to references to the 'Conceptual framework' in IFRS standards.
The adoption of these standards, amendments and interpretations has not had a material impact on the financial statements of the Group or parent company.
| 2 | Adoption of new and revised standards and changes in accounting policies (continued) |
(b) New standards, amendments and interpretations issued but not effective and not adopted early
A number of new standards, amendments to standards and interpretations which are set out below are effective for annual periods beginning after 1 January 2020 and have not been applied in preparing these consolidated financial statements.
• Amendment to IFRS 3 'Business combinations' to update references to the Conceptual Framework for Financial Reporting without changing the accounting requirements for business combinations.
• Amendments to IFRS 9 'Financial Instruments', IAS 39 'Financial Instruments: Recognition and Measurement', IFRS 7 'Financial Instruments: Disclosures, IFRS 4 'Insurance Contracts', IFRS 16 'Leases' related to interest rate benchmark reform (phase two) and the issues that arise from the implementation of the reforms, including the replacement of one benchmark with an alternative one.
• Amendment to IFRS 16 'Leases' which provides an optional practical expedient for lessees from assessing whether a rent concession related to COVID-19 is a lease modification.
• IFRS 17 'Insurance contracts' which establishes the principles for the recognition, measurement, presentation and disclosure of insurance contracts and supersedes IFRS 4 'Insurance Contracts'
• Amendments to IAS 1 'Presentation of financial statements' on classification of liabilities which is intended to clarify that liabilities are classified as either current or non-current depending upon the rights that exist at the end of the reporting period.
• Amendments to IAS 16 'Property, plant and equipment' to prohibit the deduction from cost of property, plant and equipment amounts received from selling items produced while preparing the asset for its intended use with any such sales and related cost recognised in profit or loss.
• Amendments to IAS 37 'Provisions, contingent liabilities and contingent assets' to specify which costs a company includes when assessing whether a contract will be loss making.
• Annual improvements to make minor amendments to IFRS 1 'First-time adoption of IFRS', IFRS 9 'Financial Instruments', IAS 41 'Agriculture' and amendments to the illustrative examples accompanying IFRS 16 'Leases'.
The Directors anticipate that at the time of this report none of the new standards, amendments to standards and interpretations are expected to have a material effect on the financial statements of the Group or parent company.
| 3 | Critical accounting estimates and judgements | |
|
| ||
|
| The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk to the carrying amounts of assets and liabilities within the next financial year are discussed below:
Capitalised development costs and Intellectual property The Directors have exercised a judgement that the development costs incurred meet the criteria in IAS 38 Intangible Assets for capitalisation. In making this judgement, the directors considered the following key factors:
· The availability of the necessary financial resources and hence the ability of the Company to continue as a going concern. · The assumptions surrounding the perceived market sizes for the products and the achievable market share for the Company. · The successful conclusion of commercial arrangements, which serves as an indicator as to the likely success of the projects and, as such, any need to potential impairment. · The level of upfront, milestone and royalty receipts, which also serves as a guide to the net present value of the assets and whether any impairment is required.
Going concern The Directors have considered the ability of the Company to continue as a going concern and this is considered to be a significant judgement made by the Directors in preparing the financial statements.
The ability of the Company to continue as a going concern is ultimately dependent upon the amount and timing of cash flows arising from the exploitation of the Company's intellectual property and the availability of existing and/or additional funding to meet the short term needs of the business until the commercialisation of the Company's portfolio is reached. The Directors consider it is appropriate for the financial statements to be prepared on a going concern basis based on the estimates they have made.
Associate A judgement has been made that Eden exerts significant influence on TerpeneTech (UK) such that it is an associate company and, as such, adoption of equity accounting is appropriate.
COVID-19 The Company has made accounting judgements and estimates based on there being minimal impact of COVID-19 on the business in the long term. Clearly, this is still a degree of uncertainty as to exactly how and if the business could be impacted and the Directors will continue to monitor the situation closely.
| |
|
|
| |
| 4 | Revenue and Segmental Information | |
|
| ||
|
| IFRS 8 requires operating segments to be reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for the resource allocation and assessing performance of the operating segments has been identified as the Executive Directors as they are primarily responsible for the allocation of the resources to segments and the assessment of performance of the segments.
The Executive Directors monitor and then assess the performance of segments based on product type and geographical area using a measure of adjusted EBITDA. This is the result of the segment after excluding the share-based payment charges, other operating income and the amortisation of intangibles. These items, together with interest income and expense are not allocated to a specific segment.
| |
| The segment information for the year ended 31 December 2020 is as follows: |
| |
|
| Agrochemicals | Consumer products | Animal health | Total |
| Revenue | £ | £ | £ | £ |
| Milestone payments | 27,523 | - | - | 27,523 |
| R & D charges | 7,660 | 8,551 | - | 16,211 |
| Royalties | 180,801 | 27,919 | - | 208,720 |
| Product sales | 1,116,534 | - | - | 1,116,534 |
| Total revenue | 1,332,518 | 36,470 | - | 1,368,988 |
| EBITDA | (1,528,934) | 36,470 | - | (1,492,464) |
| Share Based Payments | (120,380) | - | - | (120,380) |
| Adjusted EBITDA | (1,649,314) | 36,470 | - | (1,612,844) |
| Amortisation | (539,535) | (13,274) | - | (552,809) |
| Depreciation | (70,039) | - | - | (70,039) |
| Finance costs, foreign exchange and investment revenues | 17,433 | - | - | 17,433 |
| Impairment of investment in associate | (299,521) | - | - | (299,521) |
| Income Tax | 285,108 | - | - | 285,108 |
| Share of Associate's loss | (30,352) | - | - | (30,352) |
| (Loss)/Profit for the Year | (2,286,220) | 23,196 | - | (2,263,024) |
| Total Assets | 16,804,893 | 119,471 | - | 16,924,364 |
| Total assets includes: |
|
|
|
|
| Additions to Non-Current Assets | 2,319,566 | - | - | 2,319,566 |
| Total Liabilities | 1,915,322 | 80,093 | - | 1,995,415 |
Please note the Consumer products segment was previously referred to as Human health and biocides.
4 Revenue and Segmental Information
The segment information for the year ended 31 December 2019 (restated - see note 35) is as follows:
|
| Agrochemicals | Consumer products | Animal health | Total |
| Revenue | £ | £ | £ | £ |
| Milestone payments | 348,260 | - | - | 348,260 |
| R & D charges | - | 6,089 | - | 6,089 |
| Royalties | 17,241 | 24,730 |
| 41,971 |
| Product sales | 1,429,181 | - | - | 1,429,181 |
| Total revenue | 1,794,682 | 30,819 | - | 1,825,501 |
| EBITDA | (660,331) | 30,819 | - | (629,512) |
| Share Based Payments | (209,295) | - | - | (209,295) |
| Adjusted EBITDA | (869,626) | 30,819 |
| (838,807) |
| Amortisation | (496,732) | - | - | (496,732) |
| Depreciation | (22,077) | - | - | (22,077) |
| Finance costs, foreign exchange and investment revenues | (80,756) | - | - | (80,756) |
| Income Tax | 347,036 | - | - | 347,036 |
| Share of Associate's loss | (41,001) | - | - | (41,001) |
| (Loss)/Profit for the Year | (1,163,156) | 30,819 | - | (1,132,337) |
| Total Assets | 8,732,026 | 132,743 | - | 8,864,769 |
| Total assets includes: |
|
|
|
|
| Additions to Non-Current Assets | 1,122,979 | - | - | 1,122,979 |
| Total Liabilities | 1,409,083 | 108,012 | - | 1,517,095 |
|
| 2020 | 2019 (restated) | |||
|
| £ | £ | |||
|
| Revenue analysed by geographical market | ||||
|
| UK | 16,211 | 6,089 | ||
|
| Europe | 1,352,777 | 1,819,412 | ||
|
| |||||
|
|
|
|
| ||
|
| |||||
|
| 1,368,988 | 1,825,501 | |||
|
| |||||
|
|
|
|
| ||
|
| For details of the restatement of 2019 figures, please refer to note 35. | ||||
| 5 | Operating profit |
| |||||
|
| 2020 | 2019 | |||||
|
| £ | £ | |||||
|
| Operating loss for the year is stated after charging/(crediting): | ||||||
|
| Government grants |
| (7,601) | - | |||
|
| Fees payable to the company's auditor for the audit of the company's financial statements | 40,000 | 28,976 | ||||
|
| Depreciation of right-of-use assets (included within administrative expenses) | 57,346 | 22,077 | ||||
|
| |||||||
|
| Impairment of investment in associate | 299,521 | - | ||||
|
| Amortisation of intangible assets
| 552,809 | 496,732 | ||||
|
| Share-based payments | 120,380 | 209,295 | ||||
|
| |||||||
|
|
|
|
| ||||
|
| |||||||
| Government grants related to amounts received in respect of the Coronavirus Job Retention Scheme.
| |||||||
| 6 | Employees | ||||||
|
| |||||||
|
| The average monthly number of persons (including directors) employed by the group during the year was:
| ||||||
|
| 2020 | 2019 | |||||
|
| Number | Number | |||||
|
| |||||||
|
| Management
| 4 | 4 | ||||
|
| Operational | 7 | 3 | ||||
|
| |||||||
|
|
|
|
| ||||
|
|
| 11 | 7 | ||||
|
| |||||||
|
|
|
|
| ||||
|
|
Their aggregate remuneration comprised:
| ||||||
|
| 2020 | 2019 | |||||
|
| £ | £ | |||||
|
| |||||||
|
| Wages and salaries | 1,104,400 | 969,487 | ||||
|
| Social security costs | 131,158 | 68,994 | ||||
|
| Pension costs | 80,452 | 27,151 | ||||
|
| Share based payment charge | 94,176 | 110,743 | ||||
|
| |||||||
|
|
|
|
| ||||
|
| |||||||
|
| 1,410,186 | 1,176,375 | |||||
|
| |||||||
|
|
|
|
| ||||
| 7 | Directors' remuneration |
|
| ||||||||||||||||||||||
|
| 2020 | 2019 |
| ||||||||||||||||||||||
|
| £ | £ |
| ||||||||||||||||||||||
|
|
| ||||||||||||||||||||||||
|
| Remuneration for qualifying services | 618,350 | 485,215 |
| |||||||||||||||||||||
|
| Company pension contributions to defined contribution schemes | 28,990 | 26,355 |
| |||||||||||||||||||||
|
| Non-executive Directors' fees | 78,333 | 75,000 |
| |||||||||||||||||||||
|
| Share based payment charge relating to all Directors | 94,176 | 110,743 |
| |||||||||||||||||||||
|
|
| ||||||||||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||||
|
|
| ||||||||||||||||||||||||
|
| 819,849 | 697,313 |
| ||||||||||||||||||||||
|
|
| ||||||||||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||||
|
|
| ||||||||||||||||||||||||
|
| The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2019 - 2).
|
| |||||||||||||||||||||||
|
|
|
| |||||||||||||||||||||||
|
| The number of directors who are entitled to receive shares under long term incentive schemes during the year is 2 (2019 - 2).
|
| |||||||||||||||||||||||
|
|
|
| |||||||||||||||||||||||
|
| Remuneration disclosed above includes the following amounts paid to the highest paid director: |
| |||||||||||||||||||||||
|
| 2020 | 2019 |
| ||||||||||||||||||||||
|
| £ | £ |
| ||||||||||||||||||||||
|
| Remuneration for qualifying services | 366,602 | 287,376 |
| |||||||||||||||||||||
|
|
| ||||||||||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||||
|
|
| ||||||||||||||||||||||||
|
| The Executive Directors are considered to also be the key management personnel of the company and group. Details of directors' share options can be found in the Remuneration Committee Report.
|
| |||||||||||||||||||||||
| 2020 | Salary | Bonus | Fees | Pension | Share Based Payments | Total |
| ||||||||||||||||||
|
| £ | £ | £ | £ | £ | £ |
| ||||||||||||||||||
| A Abrey | 180,000 | 88,200 | - | 12,538 | 39,872 | 320,610 |
| ||||||||||||||||||
| S Smith | 235,000 | 115,150 | - | 16,452 | 54,304 | 420,906 |
| ||||||||||||||||||
| R Cridland | - | - | 36,665 | - | - | 36,665 |
| ||||||||||||||||||
| L van der Broek | - | - | 41,667 | - | - | 41,667 |
| ||||||||||||||||||
|
| 415,000 | 203,350 | 78,332 | 28,990 | 94,176 | 819,848 |
| ||||||||||||||||||
|
|
|
|
|
|
|
|
| ||||||||||||||||||
| 2019 | Salary | Bonus | Fees | Pension | Share Based Payments | Total |
| ||||||||||||||||||
|
| £ | £ | £ | £ | £ | £ |
| ||||||||||||||||||
| A Abrey | 165,000 | 47,644 | - | 11,550 | 48,751 | 272,945 |
| ||||||||||||||||||
| S Smith | 211,500 | 61,071 | - | 14,805 | 61,992 | 349,368 |
| ||||||||||||||||||
| R Cridland | - | - | 35,000 | - | - | 35,000 |
| ||||||||||||||||||
| L van der Broek | - | - | 40,000 | - | - | 40,000 |
| ||||||||||||||||||
|
| 376,500 | 108,715 | 75,000 | 26,355 | 110,743 | 697,313 |
| ||||||||||||||||||
|
|
|
|
|
|
|
|
| ||||||||||||||||||
|
|
| ||||||||||||||||||||||||
| 0 | Income tax income |
| |||||||||||||||||||||||
|
| 2020 | 2019 |
| ||||||||||||||||||||||
|
| £ | £ |
| ||||||||||||||||||||||
|
| Current tax |
| |||||||||||||||||||||||
|
| UK corporation tax on profits for the current period | (285,108) |
| (268,777) | |||||||||||||||||||||
|
| Adjustments in respect of prior periods | - |
| (78,259) | |||||||||||||||||||||
|
| |||||||||||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||||
|
| |||||||||||||||||||||||||
|
| Total UK current tax | (285,108) |
| (347,036) | |||||||||||||||||||||
|
| |||||||||||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||||
|
| |||||||||||||||||||||||||
| 8 | Investment income |
|
| ||||||||||||||||||||||
|
| 2020 | 2019 |
| ||||||||||||||||||||||
|
| £ | £ |
| ||||||||||||||||||||||
|
| Interest income |
| |||||||||||||||||||||||
|
| Bank deposits | 5,725 | 807 |
| |||||||||||||||||||||
|
|
| ||||||||||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||||
|
|
| ||||||||||||||||||||||||
|
| Total interest income for financial assets that are not held at fair value through profit or loss is £5,725 (2019: £807).
|
| |||||||||||||||||||||||
|
|
|
| |||||||||||||||||||||||
| 9 | Finance costs and foreign exchange (gains)/losses |
|
| ||||||||||||||||||||||
|
| 2020 | 2019 |
| ||||||||||||||||||||||
|
| £ | £ |
| ||||||||||||||||||||||
|
|
| ||||||||||||||||||||||||
|
| Interest on lease liabilities |
| 23,550 | 7,053 |
| ||||||||||||||||||||
|
| Interest on bank overdrafts and loans | 450 | 1,344 |
| |||||||||||||||||||||
|
|
| ||||||||||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||||
|
|
| ||||||||||||||||||||||||
| Finance costs | 24,000 | 8,397 |
| ||||||||||||||||||||||
|
|
| ||||||||||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||||
|
| Exchange differences on working capital |
| (39,498) | 44,475 |
| ||||||||||||||||||||
|
| Effect of exchange rate fluctuations on cash | 3,792 | 28,691 |
| |||||||||||||||||||||
|
|
| ||||||||||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||||
|
|
| ||||||||||||||||||||||||
| Exchange gains and losses | (35,706) | 73,166 |
| ||||||||||||||||||||||
|
|
| ||||||||||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||||
|
|
| ||||||||||||||||||||||||
|
|
| ||||||||||||||||||||||||
| 10 | Income tax income (continued) |
| ||||||
|
| The charge for the year can be reconciled to the loss per the income statement as follows:
|
| ||||||
|
| ||||||||
|
| 2020 | 2019 |
| |||||
|
| £ | £ |
| |||||
|
| ||||||||
|
| Loss |
| (2,548,132) | (1,479,373) | ||||
|
| ||||||||
|
|
|
|
|
| ||||
|
| Expected tax credit based on a corporation tax rate of 19% (2019: 19.00%) | (484,145) |
| (281,081) | ||||
|
| ||||||||
|
| Expenses not deductible for tax purposes | 88,498 | 55,868 |
| ||||
|
| Surrender of tax losses for R&D tax credit refund | 88,481 | 83,414 |
| ||||
|
| Adjustment in respect of prior years | - |
| (78,259) | ||||
|
| Ineligible fixed asset differences | 32,067 | 83,217 |
| ||||
|
| Additional deduction for R&D expenditure | (211,159) |
| (199,065) | ||||
|
| Deferred tax not recognised | 201,150 |
| (11,130) | ||||
|
| ||||||||
|
|
|
|
|
| ||||
|
| ||||||||
|
| Taxation credit for the year | (285,108) |
| (347,036) | ||||
|
| ||||||||
|
|
|
|
|
| ||||
|
| ||||||||
|
| The March 2020 Budget announced that a corporation tax rate of 19% would continue to apply with effect from 1 April 2020, and this change was substantively enacted on 17 March 2020. The March 2021 Budget announced that a corporation tax rate of 25% would apply with effect from 1 April 2023. This was substantively enacted on 24 May 2021. As this change was not substantively enacted at the balance sheet date, it has not been reflected in the measurement of deferred tax balances at the period end.
The taxation credit for the year represents the research and development credit for the year ended 31 December 2020.
Deferred Tax
In the year, a deferred tax liability in respect of fixed asset temporary differences of £803,322 has been recognised. This has been offset fully by release of deferred tax asset from trading losses brought forward, resulting in a £nil deferred tax balance in the Statement of Financial Position.
The losses carried forward, after the above offset, for which no deferred tax asset has been recognised, amount to approximately £22,379,505 (2019: £23,088,756).
The unprovided deferred tax asset of £4,265,891 (2019: £3,408,686) arises principally in respect of trading losses. It has been calculated at 19% (2019: 17%) and has not been recognised due to the uncertainty of timing of future profits against which it may be realised.
|
| ||||||
| 11 | Earnings per share |
| ||||||
|
| 2020 | 2019 |
| |||||
|
|
| (restated) |
| |||||
|
| £ | £ |
| |||||
|
| Weighted average number of ordinary shares for diluted earnings per share | 344,629,577 | 208,244,667 |
| ||||
|
| ||||||||
|
|
|
|
|
| ||||
|
| ||||||||
|
| Earnings (all attributable to equity shareholders of the company) |
| ||||||
|
|
|
| ||||||
|
| Loss for the period |
| (2,270,347) | (1,144,703) | ||||
|
| ||||||||
|
|
|
|
|
| ||||
|
| ||||||||
|
| Basic earnings per share |
| (0.66p) | (0.55p) | ||||
|
| Diluted earnings per share |
| (0.66p) | (0.55p) | ||||
|
| ||||||||
|
| Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period.
Diluted earnings per share is calculated using the weighted average number of shares adjusted to assume the conversion of all dilutive potential ordinary shares.
There were no dilutive potential ordinary shares at the year end.
For details of the restatement, please refer to note 1.1. |
| ||||||
| 12 | Intangible assets | ||||||||
|
| |||||||||
|
| Group | ||||||||
|
| |||||||||
|
| Licences and trademarks | Development costs | Intellectual property | Total | |||||
|
| £ | £ | £ | £ | |||||
|
| Cost | ||||||||
|
| At 1 January 2019 | 447,351 | 4,209,089 | 8,970,627 | 13,627,067 | ||||
|
| Additions | - | 850,532 | 210,697 | 1,061,229 | ||||
|
| |||||||||
|
|
|
|
|
|
|
|
| ||
|
| |||||||||
|
| At 31 December 2019 | 447,351 | 5,059,621 | 9,181,324 | 14,688,296 | ||||
|
| Additions | 1,545 | 1,564,785 | 134,957 | 1,701,287 | ||||
|
| |||||||||
|
|
|
|
|
|
|
|
| ||
|
| |||||||||
|
| At 31 December 2020 | 448,896 | 6,624,406 | 9,316,281 | 16,389,583 | ||||
|
| |||||||||
|
|
|
|
|
|
|
|
| ||
|
| |||||||||
|
| Amortisation and impairment | ||||||||
|
| At 1 January 2019 | 411,855 | 1,948,254 | 6,250,450 | 8,610,559 | ||||
|
| Charge for the year | 25,896 | 231,077 | 239,759 | 496,732 | ||||
|
| |||||||||
|
|
|
|
|
|
|
|
| ||
|
| |||||||||
|
| At 31 December 2019 | 437,751 | 2,179,331 | 6,490,209 | 9,107,291 | ||||
|
| Charge for the year | 11,145 | 315,192 | 226,472 | 552,809 | ||||
|
| |||||||||
|
|
|
|
|
|
|
|
| ||
|
| |||||||||
|
| At 31 December 2020 | 448,896 | 2,494,523 | 6,716,681 | 9,660,100 | ||||
|
| |||||||||
|
|
|
|
|
|
|
|
| ||
|
| |||||||||
|
| Carrying amount | ||||||||
|
| At 31 December 2020 | - | 4,129,883 | 2,599,600 | 6,729,483 | ||||
|
| |||||||||
|
|
|
|
|
|
|
|
| ||
|
| |||||||||
|
| At 31 December 2019 | 9,600 | 2,880,290 | 2,691,115 | 5,581,005 | ||||
|
| |||||||||
|
|
|
|
|
|
|
|
| ||
| 12 | Intangible assets | ||||||||
|
| |||||||||
|
| Company | ||||||||
|
| |||||||||
|
| Licences and trademarks | Development costs | Intellectual property | Total | |||||
|
| £ | £ | £ | £ | |||||
|
| Cost | ||||||||
|
| At 1 January 2019 | 447,351 | 4,209,089 | 8,970,627 | 13,627,067 | ||||
|
| Additions | - | 850,532 | 77,954 | 928,486 | ||||
|
| |||||||||
|
|
|
|
|
|
|
|
| ||
|
| |||||||||
|
| At 31 December 2019 | 447,351 | 5,059,621 | 9,048,581 | 14,555,553 | ||||
|
| Additions | 1,545 | 1,564,785 | 134,957 | 1,701,287 | ||||
|
| |||||||||
|
|
|
|
|
|
|
|
| ||
|
| |||||||||
|
| At 31 December 2020 | 448,896 | 6,624,406 | 9,183,538 | 16,256,840 | ||||
|
| |||||||||
|
|
|
|
|
|
|
|
| ||
|
| |||||||||
|
| Amortisation and impairment | ||||||||
|
| At 1 January 2019 | 411,855 | 1,948,254 | 6,250,450 | 8,610,559 | ||||
|
| Charge for the year | 25,896 | 231,077 | 239,759 | 496,732 | ||||
|
| |||||||||
|
|
|
|
|
|
|
|
| ||
|
| |||||||||
|
| At 31 December 2019 | 437,751 | 2,179,331 | 6,490,209 | 9,107,291 | ||||
|
| Charge for the year | 11,145 | 315,192 | 213,198 | 539,535 | ||||
|
| |||||||||
|
|
|
|
|
|
|
|
| ||
|
| |||||||||
|
| At 31 December 2020 | 448,896 | 2,494,523 | 6,703,407 | 9,646,826 | ||||
|
| |||||||||
|
|
|
|
|
|
|
|
| ||
|
| |||||||||
|
| Carrying amount | ||||||||
|
| At 31 December 2020 | - | 4,129,883 | 2,480,131 | 6,610,014 | ||||
|
| |||||||||
|
|
|
|
|
|
|
|
| ||
|
| |||||||||
|
| At 31 December 2019 | 9,600 | 2,880,290 | 2,558,372 | 5,448,262 | ||||
|
| |||||||||
|
|
|
|
|
|
|
|
| ||
|
| |||||||||
|
| Intellectual property represents intellectual property in relation to use of encapsulated terpenes in agrochemicals. The remaining useful economic life of that asset is 10 years.
An annual impairment review is undertaken by the Board of Directors. The Directors have considered the progress of the business in the current year, including a review of the potential market for its products, the progress the Company has made in registering its products and other key commercial factors to inform the review.
| ||||||||
| 12 | Intangible assets (continued)
|
|
| |
|
| Of £6,610,014 carrying amount of intangible assets, £6,490,543 has been allocated to the Agrochemicals CGU. The remaining intangible assets have been allocated to the Consumer products CGU for which no impairment indicators have been identified. The Agrochemicals CGU has been tested for impairment as it is the only CGU with intangible assets not yet available for use.
The Directors have prepared a discounted cash-flow forecast, based on product sales forecasts including those provided by the Company's commercial partners, and have taken into account the market potential for Eden's products and technologies using third party market data that Eden has acquired licences to.
The forecast covers a period of 10 years, with no terminal value, reflecting the useful economic life of the patent in respect of the underlying technology. Financial forecasts for 2021 are based on the approved annual budget. Financial forecasts for 2022-2028 are based on the approved long-term plan. Financial forecasts for 2029-2030 are extrapolated based on the long-term growth rate.
The estimated recoverable amount of the CGU exceeded its carrying amount by £22.1m and based on the review carried out management is satisfied that intangible assets are not impaired.
As set out in the Strategic Report, the business is in a critical phase of its development as the development of products is transitioned to revenue generation. The value of the CGU is supported by forecasts of continued revenue growth of existing products and the successful introduction and growth of sales of products currently under development.
The key assumptions of the forecast are the future cash flows, driven primarily by level of sales, and the discount rate. The discount rate is estimated using pre-tax rates that reflect current market assessments of the time value of money and the risk specific to the CGU. The rate used was 10% (2019: 10%).
The impact of increasing the discount rate by 3.5%, which is considered a reasonably possible change, would be a decrease in the recoverable amount by £6.8m. The discount rate would have to increase to 28.7% to reduce the headroom to £nil which is not considered reasonably possible.
The average annual growth rate has been assumed at 48% (2019: 64%), reflecting the latest forecasts based on information provided by customers and own market analysis. The rate stands at 84% up to 2025, reflecting commercialisation of new products in the period, reducing to 11% from 2026 onwards.
A reduction in growth from year 6 onwards to the long-term growth rate, which is considered a reasonably possible change, would reduce the recoverable amount by £10.5m.
The same level of reduction in recoverable amount would be observed if revenue generation was delayed by 1 year for each product currently under development.
Sales would have to reduce by over 42% to reduce headroom to £nil which is not considered reasonably possible. |
| 13 | Property, plant and equipment |
| ||||||||
|
| ||||||||||
|
| Consolidated and Company |
| ||||||||
|
|
|
| Fixtures and fittings | Total |
| |||||
|
|
|
| £ | £ |
| |||||
|
| Cost |
| ||||||||
|
| At 1 January 2019 |
|
| - | - |
| ||||
|
| ||||||||||
|
|
|
|
|
|
|
|
|
| ||
|
| ||||||||||
|
| At 31 December 2019 (restated - see note 1.1) |
|
| - | - |
| ||||
|
| Additions - owned |
|
| 200,758 | 200,758 |
| ||||
|
| ||||||||||
|
|
|
|
|
|
|
|
|
| ||
|
| ||||||||||
|
| At 31 December 2020 |
|
| 200,758 | 200,758 |
| ||||
|
| ||||||||||
|
|
|
|
|
|
|
|
|
| ||
|
| ||||||||||
|
| Accumulated depreciation and impairment |
| ||||||||
|
| At 1 January 2019 |
|
| - | - |
| ||||
|
| ||||||||||
|
|
|
|
|
|
|
|
|
| ||
|
| ||||||||||
|
| At 31 December 2019 (restated - see note 1.1) |
|
| - | - |
| ||||
|
| Charge for the year |
|
| 12,693 | 12,693 |
| ||||
|
| ||||||||||
|
|
|
|
|
|
|
|
|
| ||
|
| ||||||||||
|
| At 31 December 2020 |
|
| 12,693 | 12,693 |
| ||||
|
| ||||||||||
|
|
|
|
|
|
|
|
|
| ||
|
| ||||||||||
|
|
|
| ||||||||
|
| At 31 December 2020 |
|
| 188,065 | 188,065 |
| ||||
|
| ||||||||||
|
|
|
|
|
|
|
|
|
| ||
|
| ||||||||||
|
| At 31 December 2019 (restated - see note 1.1) |
|
| - | - |
| ||||
|
| ||||||||||
|
|
|
|
|
|
|
|
|
| ||
| 14 | Right-of-Use Assets |
| |||||||||||
|
| |||||||||||||
|
| Consolidated and Company |
| |||||||||||
|
| |||||||||||||
|
| Land and buildings |
| Motor vehicles | Total |
| ||||||||
|
| £ |
| £ | £ |
| ||||||||
|
| Cost |
| |||||||||||
|
| At 1 January 2019 | - |
| - | - |
| |||||||
|
| Recognition of right-of-use asset on initial application of IFRS 16 | 78,668 |
| 35,865 | 114,533 |
| |||||||
|
| |||||||||||||
|
|
|
|
|
|
|
|
|
| |||||
|
| |||||||||||||
|
| At 31 December 2019 (restated - see note 1.1) | 78,668 |
| 35,865 | 114,533 |
| |||||||
|
| Additions | 417,521 |
| - | 417,521 |
| |||||||
|
| Disposals |
| (78,668) |
| - |
| (78,668) | ||||||
|
| |||||||||||||
|
|
|
|
|
|
|
|
|
| |||||
|
| |||||||||||||
|
| At 31 December 2020 | 417,521 |
| 35,865 | 453,386 |
| |||||||
|
| |||||||||||||
|
|
|
|
|
|
|
|
|
| |||||
|
| |||||||||||||
|
| Accumulated depreciation and impairment |
| |||||||||||
|
| At 1 January 2019 | - |
| - | - |
| |||||||
|
| Foreign currency adjustments | 26,223 |
| 4,483 | 30,706 |
| |||||||
|
| Charge for the year | 13,111 |
| 8,966 | 22,077 |
| |||||||
|
| |||||||||||||
|
|
|
|
|
|
|
|
|
| |||||
|
| |||||||||||||
|
| At 31 December 2019 (restated - see note 1.1) | 39,334 |
| 13,449 | 52,783 |
| |||||||
|
| Charge for the year | 48,380 |
| 8,966 | 57,346 |
| |||||||
|
| Eliminated on disposal |
| (51,353) |
| - |
| (51,353) | ||||||
|
| |||||||||||||
|
|
|
|
|
|
|
|
|
| |||||
|
| |||||||||||||
|
| At 31 December 2020 | 36,361 |
| 22,415 | 58,776 |
| |||||||
|
| |||||||||||||
|
|
|
|
|
|
|
|
|
| |||||
|
| |||||||||||||
|
| Carrying amount |
| |||||||||||
|
| At 31 December 2020 | 381,160 |
| 13,450 | 394,610 |
| |||||||
|
| |||||||||||||
|
|
|
|
|
|
|
|
|
| |||||
|
| |||||||||||||
|
| At 31 December 2019 (restated - see note 1.1) | 39,334 |
| 22,416 | 61,750 |
| |||||||
|
| |||||||||||||
|
|
|
|
|
|
|
|
|
| |||||
|
| |||||||||||||
| 15 | Investments in associates |
| ||||||||||||||||||
|
| Current | Non-current |
| |||||||||||||||||
|
| 2020 | 2019 | 2020 | 2019 |
| |||||||||||||||
|
| £ | £ | £ | £ |
| |||||||||||||||
|
| ||||||||||||||||||||
|
| Investments in associates | - | - | 419,865 | 749,738 |
| ||||||||||||||
|
| ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
| ||||||||||||
|
|
| |||||||||||||||||||
|
| Details of the group's associates at 31 December 2020 are as follows:
|
| ||||||||||||||||||
|
|
| |||||||||||||||||||
|
| Name of undertaking | Registered office | Principal activities | Class of | % Held |
| ||||||||||||||
|
| shares held | Direct | Voting |
| ||||||||||||||||
|
|
| |||||||||||||||||||
|
| TerpeneTech (UK) | United Kingdom | Research and experimental development on biotechnology | Ordinary | 29.90 | 29.90 |
| |||||||||||||
|
| 2020 |
| 2019 (restate |
| ||||||||||||||||
|
|
|
| (Restated) |
| ||||||||||||||||
|
| £ |
| £ |
| ||||||||||||||||
| Non-current assets | 502,954 |
| 565,306 |
| ||||||||||||||||
|
|
|
|
|
| ||||||||||||||||
| Current assets | 237,697 |
| 209,880 |
| ||||||||||||||||
| Non-current liabilities | (98,806) |
| (98,806) |
| ||||||||||||||||
| Current liabilities | (213,670) |
| (195,415) |
| ||||||||||||||||
| Net assets (100%) | 428,175 |
| 480,965 |
| ||||||||||||||||
|
|
|
|
|
| ||||||||||||||||
| Company's share of net assets | 151,352 |
| 167,136 |
| ||||||||||||||||
| Separable intangible assets | 155,385 |
| 169,953 |
| ||||||||||||||||
| Goodwill | 412,649 |
| 412,649 |
| ||||||||||||||||
| Impairment of investment in associate | (299,521) |
| - |
| ||||||||||||||||
| Carrying value of interest in associate | 419,865 |
| 749,738 |
| ||||||||||||||||
|
|
|
|
|
| ||||||||||||||||
| Revenue | 279,185 |
| 247,304 |
| ||||||||||||||||
| 100% of loss after tax | (52,790) |
| (88,404) |
| ||||||||||||||||
| 29.9% of loss after tax | (15,784) |
| (26,433) |
| ||||||||||||||||
| Amortisation of separable intangible | (14,568) |
| (14,568) |
| ||||||||||||||||
| Company's share of loss including amortisation of separable intangible asset
|
(30,352) |
|
(41,001) |
| ||||||||||||||||
| For details of the restatement of 2019 figures, please refer to note 35. |
|
|
|
| ||||||||||||||||
|
|
|
|
|
| ||||||||||||||||
| The associate is included in the Agrochemicals operating segment. |
|
|
|
| ||||||||||||||||
| 15
| Investments in associates (continued)
TerpeneTech Limited's ("TerpeneTech (UK)") registered office is Kemp House, 152 City Road, London, EC1V 2NX and its principal place of business is 3 rue de Commandant Charcot, 22410, St Quay Portrieux, France.
The Directors have considered the progress of the business in the current year, including a review of the potential market for its products, the progress TerpeneTech (UK) has made in registering its products and other key commercial factors to determine whether any indicators of impairment exist. As a result of identification of indicators of impairment, an impairment review of the investment in TerpeneTech (UK) was undertaken by the Board of Directors.
The Directors have used discounted cash-flow forecasts, based on product sales forecasts provided by TerpeneTech (UK), and have taken into account the market potential for those products. These forecasts cover a 10-year period, with no terminal value, in line with the patent of the underlying technology.
The key assumptions of the forecast are the growth rate and the discount rate. The discount rate is estimated using pre-tax rates that reflect current market assessments of the time value of money and the risk specific to the asset. The rate used was 15% (2019: 20%). The reduction in the discount rate reflects the reduction in uncertainty as compared to the year ended 31 December 2019 as there is greater clarity over impacts of COVID-19 and one of the products has significantly progressed towards commercialisation.
Based on the review the Directors have carried out, it has been determined that the Investment is impaired and, as such, an impairment charge of £299,521 has been recognised.
The impairment is primarily due to the impact of COVID-19 which resulted in a delay in the launch of the head-lice product and which significantly impacted the head-lice product market and, consequently, the forecast level of sales. This impact is exacerbated by the limited forecast period.
An increase in the discount rate of 2.5% would result in an increase in impairment of £50,000.
The growth rates are derived from discussions with the Company's commercial partner, TerpeneTech (UK), as described above.
The average annual growth rate has been assumed at 32% (2019: 37%). The majority of this growth relates to the head-lice product and arises in the first 5 years of the forecast as the market position is built up, following the launch. The average annual growth rate of existing business stands at only 4% (2019: 4%). Only inflationary growth has been assumed across the entire forecast after year 5.
An annual reduction of 20% in head-lice product sales over the forecast period would increase impairment by £80,000.
The Directors have also considered whether any reasonable change in assumptions would lead to a material change in impairment recognised and are satisfied that this is not the case.
As investing in companies, such as TerpeneTech (UK), is not representative of Eden's normal operating activities, the impairment charge has been shown on the Consolidated Income Statement after Operating Loss.
| |||||||||||||||||||
|
|
| |||||||||||||||||||
| 16 | Subsidiaries | |||||||||||
|
| ||||||||||||
|
| Details of the company's subsidiaries at 31 December 2020 are as follows:
| |||||||||||
|
| ||||||||||||
|
| Name of undertaking |
| Registered office |
| Principal activities |
| Class of | % Held | ||||
|
| shares held | Direct | Voting | |||||||||
|
| ||||||||||||
|
| TerpeneTech (Ireland) Limited |
| Republic of Ireland |
| Sale of biocide products |
| Ordinary | 50.00 | 50.00 | |||
|
| ||||||||||||
|
| TerpeneTech Limited ("TerpeneTech (Ireland)", whose registered office is 108 Q House, Furze Road, Sandyford, Dublin, Ireland, was incorporated on 15 January 2019 and is jointly owned by both Eden Research Plc and TerpeneTech (UK), the company's associate.
Eden has the right to appoint a director as chairperson who will have a casting vote, enabling the Group to exercise control over the Board of Directors in the absence of an equivalent right for TerpeneTech (UK). Eden owns 500 ordinary shares in TerpeneTech (Ireland).
Non-controlling interests | |||||||||||
| The following table summarises the information relating to the Group's subsidiary with material non-controlling interest, before intra-group eliminations: | ||||||||||||
|
| 2020 |
| 2019 | |||||||||
|
|
|
| (Restated) | |||||||||
|
| £ |
| £ | |||||||||
| NCI percentage | 50% |
| 50% | |||||||||
|
|
|
|
| |||||||||
| Non-current assets | 119,471 |
| 132,743 | |||||||||
| Current assets | - |
| - | |||||||||
| Non-current liabilities | - |
| - | |||||||||
| Current liabilities | (80,093) |
| (108,013) | |||||||||
| Net assets (100%) | 39,378 |
| 24,730 | |||||||||
|
|
|
|
| |||||||||
|
|
|
|
| |||||||||
| Carrying amount of NCI |
|
|
| |||||||||
| Revenue | 27,919 |
| 24,730 | |||||||||
| Profit after tax | 14,647 |
| 24,730 | |||||||||
| OCI | - |
| - | |||||||||
| Total comprehensive income | 14,647 |
| 24,730 | |||||||||
|
|
|
|
| |||||||||
| Cash flows from operating activities | - |
| - | |||||||||
| Cashflows form investing activities | - |
| - | |||||||||
| Cashflows from financing activities | - |
| - | |||||||||
| Net increase / (decrease) in cash and cash equivalents | - |
| - | |||||||||
|
|
|
|
| |||||||||
| Dividends paid to non-controlling interests | - |
| - | |||||||||
|
For details of the restatement of 2019 figures, please refer to note 35. |
|
|
| |||||||||
| 17 | Inventories |
| |||||||
|
| Group and company | ||||||||
|
| 2020 | 2019 | |||||||
|
| £ | £ | |||||||
|
| |||||||||
|
| Finished goods | 224,422 | 68,423 | ||||||
|
| |||||||||
|
|
|
|
| ||||||
|
| |||||||||
| 18 | Trade and other receivables |
| |||||||
|
| Group |
| Company |
| |||||
|
| 2020 | 2019 | 2020 | 2019 | |||||
|
| £ | £ | £ | £ | |||||
|
| |||||||||
|
| Trade receivables | 909,452 | 1,345,648 | 909,452 | 1,345,648 | ||||
|
| VAT recoverable | 242,187 | 127,089 | 242,187 | 127,089 | ||||
|
| Other receivables | 57,619 | 4,694 | 57,619 | 4,694 | ||||
|
| Prepayments and accrued income | 187,050 | 155,661 | 235,050 | 155,661 | ||||
|
| |||||||||
|
|
|
|
|
|
|
|
| ||
|
| |||||||||
|
| 1,396,308 | 1,633,092 | 1,444,308 | 1,633,092 | |||||
|
| |||||||||
|
|
|
|
|
|
|
|
| ||
|
| |||||||||
|
| Trade receivables disclosed above are measured at amortised cost. The directors consider that the carrying amount of trade and other receivables approximates their fair value.
| ||||||||
| 19 | Trade and other payables |
| ||||||||||
|
| Group | Company |
| |||||||||
|
| 2020 | 2019 (restated) | 2020 | 2019 |
| |||||||
|
| £ | £ | £ | £ |
| |||||||
|
| Current |
| ||||||||||
|
| Trade payables | 794,439 | 870,563 | 794,439 | 870,563 |
| ||||||
|
| Accruals | 250,017 | 283,380 | 250,017 | 283,380 |
| ||||||
|
| Social security and other taxation | 43,186 | 26,399 | 43,186 | 26,399 |
| ||||||
|
| Other payables | 367,313 | 168,246 | 287,220 | 60,234 |
| ||||||
|
| ||||||||||||
|
|
|
|
|
|
|
|
|
| ||||
|
| ||||||||||||
|
| 1,454,955 | 1,348,588 | 1,374,862 | 1,240,576 |
| |||||||
|
| ||||||||||||
|
|
|
|
|
|
|
|
|
| ||||
|
| ||||||||||||
|
| Non-current |
| ||||||||||
|
| Other payables (note 22, 'Xinova liability') | 125,212 | 99,008 | 125,212 | 99,088 |
| ||||||
|
| ||||||||||||
|
|
|
|
|
|
|
|
|
| ||||
|
| ||||||||||||
|
| 125,212 | 99,008 | 125,212 | 99,008 |
| |||||||
|
| ||||||||||||
|
|
|
|
|
|
|
|
|
| ||||
|
| ||||||||||||
|
| ||||||||||||
| 20 | Lease liabilities |
| ||||||||||
|
| 2020 | 2019 |
| |||||||||
|
| Maturity analysis | £ | £ |
| ||||||||
|
| ||||||||||||
|
| Within one year | 117,204 | 27,097 |
| ||||||||
|
| In two to five years | 385,388 | 51,919 |
| ||||||||
|
| ||||||||||||
|
|
|
|
|
| ||||||||
|
| ||||||||||||
|
| Total undiscounted liabilities | 502,592 | 79,016 |
| ||||||||
|
| Future finance charges and other adjustments |
| (87,344) | (9,517) | ||||||||
|
| ||||||||||||
|
|
|
|
|
| ||||||||
|
| ||||||||||||
|
| Lease liabilities in the financial statements | 415,248 | 69,499 |
| ||||||||
|
| ||||||||||||
|
|
|
|
|
| ||||||||
| 20 | Lease liabilities (continued) | |||||
|
| ||||||
|
| Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:
| |||||
|
| ||||||
|
| 2020 | 2019 | ||||
|
| £ | £ | ||||
|
| ||||||
|
| Current liabilities | 84,350 | 22,812 | |||
|
| Non-current liabilities | 330,898 | 46,687 | |||
|
| ||||||
|
|
|
|
| |||
|
| ||||||
|
| 415,248 | 69,499 | ||||
|
| ||||||
|
|
|
|
| |||
|
| ||||||
|
| 2020 | 2019 | ||||
|
| Amounts recognised in profit or loss include the following: | £ | £ | |||
|
| ||||||
|
| Interest on lease liabilities |
| 23,550 | 7,053 | ||
|
| ||||||
|
|
|
|
| |||
|
| ||||||
|
| Other leasing information is included in note 29. | |||||
|
| ||||||
| 21 | Retirement benefit schemes | |||||
|
| ||||||
|
| Defined contribution schemes | |||||
|
| The group operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
| |||||
|
| ||||||
|
| The total costs charged to income in respect of defined contribution plans is £61,799 (2019 - £27,151).
| |||||
| 22 | Share-based payment transactions | ||||||||
|
| Unapproved option scheme | ||||||||
|
| Eden Research Plc operates an unapproved option scheme for executive directors, senior management and certain employees. | ||||||||
|
| Number of share options | Weighted average exercise price (pence) | |||||||
|
| 2020 | 2019 | 2020 | 2019 | |||||
|
| |||||||||
|
| Outstanding at 1 January | 1,050,000 | 3,400,000 | 13 | 11 | ||||
|
| Granted during the year | - | - | - | - | ||||
|
| Exercised during the year | - | - | - | - | ||||
|
| Lapsed during the year | - | (2,350,000) | - | 13 | ||||
|
| |||||||||
|
|
|
|
|
|
|
|
| ||
|
| |||||||||
|
| Exercisable at 31 December | 1,050,000 | 1,050,000 | 13 | 13 | ||||
|
| |||||||||
|
|
|
|
|
|
|
|
| ||
|
| |||||||||
|
| The options outstanding at 31 December 2020 had an exercise price of 13p (2019: 13p) and their weighted average contractual life was 0.1 years (2019: 1.6 years). None of the options have vesting conditions.
The share-based payment charge in respect of the unapproved option scheme for the year was £nil (2019: £nil). The weighted average fair value of each option granted during 2020 was £nil (2019: £nil).
| ||||||||
| 22 | Share-based payment transactions (continued) |
| ||||||
|
| Long-Term Incentive Plan ("LTIP")
Eden Research Plc operates an option scheme for executive directors, senior management and certain employees under a LTIP which it adopted in 2017. On 28 June 2019, 5,891,111 shares under the LTIP scheme were awarded to the Chief Executive Officer and the Chief Financial Officer.
Details of the existing LTIP can be found in the Remuneration Committee Report . A new LTIP scheme has been put in place in April 2021, of which further details can also be found in the Remuneration Committee Report .
|
| ||||||
|
| The share-based payment charge for the year ended 31 December 2017 and subsequent years is set out as follows: |
| ||||||
|
| Financial year ended 31 December | Share based payment charge £ |
| |||||
|
| 2017 | 27,210 |
| |||||
|
| 2018 | 85,372 |
| |||||
|
| 2019 | 110,743 |
| |||||
|
| 2020 | 94,176 |
| |||||
|
| 2021 | 51,909 |
| |||||
|
| 2022 | 16,959 |
| |||||
|
| 386,369 |
| ||||||
|
| The following information is relevant in the determination of the fair value of options granted under the LTIP operated by Eden Research Plc, representing a mix of approved and unapproved issues. |
| ||||||
|
|
|
| 2016 Award | 2017 Award | 2018 Award |
| ||
|
| Grant date |
| 28/09/2017 | 28/06/2019 | 28/06/2019 |
| ||
|
| Number of awards |
| 2,108,000 | 2,868,889 | 3,022,222 |
| ||
|
| Share price |
| 0.125 | 0.115 | 0.115 |
| ||
|
| Exercise price |
| £nil | £nil | £nil |
| ||
|
| Expected dividend yield |
| -% | -% | -% |
| ||
|
| Expected volatility |
| 73.20% | 50.82% | 50.82% |
| ||
|
| Risk free rate |
| 0.80% 80 | 0.614% 80 | 0.614% 80 |
| ||
|
| Vesting period |
| 3 years | 2 years | 3 years |
| ||
|
| Expected Life (from date of grant) |
| 10 years | 2 years | 3 years |
| ||
|
|
|
| ||||||
|
| For those options and warrants which were not granted under the Company's LTIP, fair value is measured using the Black-Scholes model. The expected life used in the model has been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural conditions. |
| ||||||
|
|
|
| ||||||
|
| For those options which were granted under the Company's LTIP, Monte Carlo techniques were used to simulate future share price movements of the Company to assess the likelihood of the performance criteria being met and the fair value of the awards upon vesting. The modelling calculates many scenarios in order to estimate the overall fair value based on the average value where awards vest. |
| ||||||
|
|
|
| ||||||
| 22 | Share-based payment transactions (continued) |
| Warrants |
|
| |||||
|
| Number of share options | Weighted average exercise price (pence) | |||||
|
|
| 2020 | 2019 | 2020 | 2019 | ||
|
| Outstanding at 1 January | 2,989,865
| 2,400,000 | 19 | 20 | ||
|
| Granted during the year | - | 2,589,865 | - | 18 | ||
|
| Exercised during the year | - | - | - | - | ||
|
| Lapsed during the year | - | (2,000,000) | - | 11 | ||
|
|
| ||||||
|
| Exercisable at 31 December | 2,989,865
| 2,989,865
| 19 | 19 | ||
|
|
| ||||||
|
|
| ||||||
|
| The exercise price of warrants outstanding at the end of the year ranged between 12p and 30p (2019: 12p and 30p) and their weighted average contractual life was 1.4 years (2019: 2.5 years.) None of the warrants have vesting conditions.
The share-based payment charge for the year was £nil (2019: £98,553). The weighted average fair value of each warrant granted during the year was £nil (2019: 18p). | ||||||
|
Xinova liability
In September 2015, the Company entered into a Collaboration and licence agreement with Invention Development Management Company LLC (part of Intellectual Ventures, now called Xinova LLC). As part of this agreement, upon successful completion of a number of different tasks, Xinova will be entitled to a payment which is calculated using a percentage (initially 3.17%) of the fully diluted equity value, reduced by cash and cash equivalents, of the Company on the date on which payment becomes due which is expected to be 30 September 2025. This has been accounted for as a cash-settled share-based payment under IFRS 2.
An amount of £67,462, being the estimated fair value of the liability due to Xinova, was recognised during 2016 and included as a non-current liability, as disclosed in note 19 to the accounts. It is not believed that the value of the services provided by Xinova can be reliably measured, and so this amount was calculated based on the Company's market capitalisation at 31 December 2016, adjusted to reflect the percentage of work completed by Xinova at that date based on a pre-determined schedule of tasks.
A further charge of £26,204 was made in the year (2019: £31,546), reflecting the increase in work delivered by Xinova and in the equity value, partially offset by reduction in the applicable payment % as a result of the additional equity financing raised
At the year end, an amount of £125,212 (2019: £99,008) was owed to Xinova and is shown in note 18 as non-current other liabilities.
|
| ||||||
| 23 | Share capital |
|
| ||||||
|
| 2020 | 2019 | 2020 | 2019 |
| ||||
|
| Ordinary share capital | Number | Number | £ | £ |
| |||
|
| Issued and fully paid |
| |||||||
|
| Ordinary shares of 1p each | 380,340,229 | 207,189,337 | 3,803,402 | 2,071,893 |
| |||
|
|
| ||||||||
|
| On 18 March 2020, the Company issued 86,182,500 ordinary shares at 6p each for a total consideration of £5,170,950 before directly attributable costs.
On 19 March 2020, the Company issued 86,968,392 ordinary shares at 6p each for a total consideration of £5,218,104 before directly attributable costs.
Share issue costs of £638,931 were incurred and have been charged to the share premium account. |
| |||||||
| 24 | Share premium account |
| |||||||
|
| 2020 | 2019 |
| ||||||
|
| £ | £ |
| ||||||
|
| |||||||||
|
| At the beginning of the year | 31,289,915 | 31,289,915 |
| |||||
|
| Issue of new shares | 8,018,614 | - |
| |||||
|
| |||||||||
|
|
|
|
|
| |||||
|
| |||||||||
|
| At the end of the year | 39,308,529 | 31,289,915 |
| |||||
|
| |||||||||
|
|
|
|
|
| |||||
|
| |||||||||
| 25 | Warrant reserve |
| |||||||
|
| £ |
| |||||||
|
| |||||||||
|
| Balance at 1 January 2020 |
| 335,739 | ||||||
|
| Share-based payment expense in respect of options granted in prior years |
| 94,176 | ||||||
|
| |||||||||
|
|
|
| |||||||
|
| |||||||||
|
| Balance at 31 December 2020 |
| 429,915 | ||||||
|
| |||||||||
|
|
|
| |||||||
|
| |||||||||
| The warrant reserve represents the fair value of share options and warrants grants, and not exercised or lapsed, in accordance with the requirements of IFRS 2 Share Based Payments. | |||||||||
|
| |||||||||
| 26 | Merger reserve |
| |||||||||||||
|
| 2020 | 2019 |
| ||||||||||||
|
| £ | £ |
| ||||||||||||
|
| |||||||||||||||
|
| At the beginning and end of the year | 10,209,673 | 10,209,673 |
| |||||||||||
|
| |||||||||||||||
|
|
|
|
|
| |||||||||||
|
| |||||||||||||||
|
| The merger reserve arose on historical acquisitions of subsidiary undertakings for which merger relief was permitted under the Companies Act 2006.
|
| |||||||||||||
| 27 | Non-controlling interest |
| |||||||||||||
|
|
| 2020 |
| 2019 |
| ||||||||||
|
|
| £ |
| £ |
| ||||||||||
|
| Non-controlling interest | 19,689 |
| 12,366 |
| ||||||||||
|
|
|
|
|
|
| ||||||||||
|
|
|
|
|
|
| ||||||||||
|
| The non-controlling interest arose from Eden Research Plc's 50% share in TerpeneTech (Ireland) Limited. |
| |||||||||||||
| 28 | Other interest-bearing loans and borrowings - Group and Company |
| |||||||||||||
| Changes in liabilities, arising from financing activities are presented below:
|
| ||||||||||||||
|
| 2020
| 2019
|
| ||||||||||||
|
| £ | £ |
| ||||||||||||
|
|
| ||||||||||||||
|
| Balance as at 1 January | 69,499 | - |
| |||||||||||
|
| Recognised on implementation of IFRS 16 | - | 90,414 |
| |||||||||||
|
|
|
|
|
| |||||||||||
|
| Changes from financing cashflows |
|
|
| |||||||||||
|
| Payment of lease liabilities | (44,457) | (20,916) |
| |||||||||||
|
|
|
|
|
| |||||||||||
|
| Total changes from financing cashflows | (44,457) | (20,916) |
| |||||||||||
|
|
|
|
|
| |||||||||||
|
| Other changes |
|
|
| |||||||||||
|
| New leases Inter | 417,521 | - |
| |||||||||||
|
| Surrender of lease | (27,315) | - |
| |||||||||||
|
|
|
|
|
| |||||||||||
|
| Total other changes | 390,206 | - |
| |||||||||||
|
|
|
|
|
| |||||||||||
|
| Balance as at 31 December | 415,248 | 69,499 |
| |||||||||||
|
|
|
|
|
| |||||||||||
|
|
|
| |||||||||||||
|
|
| ||||||||||||||
|
|
|
| |||||||||||||
|
|
| ||||||||||||||
| 29 | Other leasing information
|
| |||||||||||||
|
| Amounts recognised in profit or loss as an expense during the period in respect of lease arrangements are as follows:
|
| |||||||||||||
|
|
| ||||||||||||||
|
| 2020 | 2019 |
| ||||||||||||
|
| £ | £ |
| ||||||||||||
|
|
| ||||||||||||||
|
| Expense relating to leases of low-value assets | 334 | 19,516 |
| |||||||||||
|
|
| ||||||||||||||
|
|
|
|
|
| |||||||||||
|
|
| ||||||||||||||
|
| Set out below are the future cash outflows to which the lessee is exposed to that are reflected in the measurement of lease liabilities:
|
| |||||||||||||
|
|
| ||||||||||||||
|
| 2020 | 2019 |
| ||||||||||||
|
| Land and buildings |
| £ | £ |
| ||||||||||
|
|
| ||||||||||||||
|
| Within one year |
| 74,783 | 14,040 |
| ||||||||||
|
| Between two and five years |
| 325,794 | 32,015 |
| ||||||||||
|
|
| ||||||||||||||
|
|
|
|
|
| |||||||||||
|
|
| ||||||||||||||
|
| 400,577 | 46,055 |
| ||||||||||||
|
|
| ||||||||||||||
|
|
|
|
|
| |||||||||||
|
|
| ||||||||||||||
|
| 2020 | 2019 |
| ||||||||||||
|
| Leases apart from land and buildings |
| £ | £ |
| ||||||||||
|
|
| ||||||||||||||
|
| Within one year |
| 9,567 | 8,772 |
| ||||||||||
|
| Between two and five years |
| 5,104 | 14,671 |
| ||||||||||
|
|
| ||||||||||||||
|
|
|
|
|
| |||||||||||
|
|
| ||||||||||||||
|
| 14,671 | 23,443 |
| ||||||||||||
|
|
| ||||||||||||||
|
|
|
|
|
| |||||||||||
|
|
| ||||||||||||||
|
| The Group holds three leases, for two properties and a vehicle. All leases have fixed lease repayments and remaining terms of 4.5 years for the properties and 1.5 years for the vehicle.
The incremental borrowing rate applied to lease liabilities recognised in the statement of financial position at the date of initial application of IFRS 16 was 8.71%.
|
| |||||||||||||
|
|
| ||||||||||||||
|
| Information relating to lease liabilities is included in note 20. |
| |||||||||||||
|
|
| ||||||||||||||
| 30 | Capital risk management |
| |||||||||||||
|
|
| ||||||||||||||
|
| The group is not subject to any externally imposed capital requirements.
|
| |||||||||||||
|
|
| ||||||||||||||
| 31 | Related party transactions |
|
| |
|
| Remuneration of key management personnel |
|
| The remuneration of key management personnel, including directors, is set out below in aggregate for each of the categories specified in IAS 24 Related Party Disclosures.
|
|
| |
|
|
|
|
| Group
During the year, Eden invoiced its associate, TerpeneTech (UK), £8,551 for R&D charges (2019: £6,089).
Also, during the year Eden paid £6,362 to TerpeneTech (UK) (2019: received £12,731) for monies received by Eden on behalf of TerpeneTech (UK) from one of TerpeneTech (UK)'s customers.
At the year end, a net amount of £128,983 was due from TerpeneTech (UK) (2019: £122,661) to Eden. This amount is included within Trade and Other Receivables.
In 2019, TerpeneTech (UK) sold an intangible asset to TerpeneTech (Ireland) for £132,743.
At the year end, a net amount of £80,093 (2019: £108,012) was due from TerpeneTech (Ireland) to TerpeneTech (UK). It represents the amount due in respect of the intangible asset above, reduced by fees receivable in respect of sales. This amount is included within Trade and Other Payables.
Company
During the year, Eden invoiced its associate, TerpeneTech (UK), £8,551 for R&D charges (2019: £6,089).
Also, during the year Eden paid £6,362 to TerpeneTech (UK) (2019: received £12,731) for monies received by Eden on behalf of TerpeneTech (UK) from one of TerpeneTech (UK)'s customers.
Further, at year end, £48,000 has been accrued in respect of management recharges from Eden to TerpeneTech (Ireland) (2019: £nil). This amount is included within the Company Trade and Other Receivables.
At the year end, a net amount of £128,983 was due from TerpeneTech (UK) (2019: £122,661). This amount is included within Trade and Other Receivables.
|
| 32 | Financial risk management | |||
|
| ||||
|
| Credit risk
| |||
|
|
| 2020 |
| 2019 |
|
|
| £ |
| £ |
|
| Cash and cash equivalents | 7,286,503 |
| 501,984 |
|
| Trade receivables | 1,396,308 |
| 1,345,648 |
|
|
| 8,682,811 |
| 1,847,632 |
|
|
| |||
|
| The average credit period for sales of goods and services is 242 days (2019 [restated]: 269). No interest is charged on overdue trade receivables. At 31 December 2020, trade receivables of £200,840 (2019: £523,967) were past due. During the year the Company wrote off bad debts in the amount of £nil (2019: £nil).
Trade receivables of £791,581 (2019: £1,002,763) at the reporting date were held in Euros and £104,265 (2019: £112,540) were held in USD.
The Company's policy is to recognise loss allowances for expected credit losses (ECLs) on financial assets measured at amortised cost. The Group measures loss allowances for trade receivables at an amount equal to lifetime ECL. When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECL, the Group considered reasonable and supportable information that is relevant and available without undue cost of effect. This includes both quantitative and qualitative information and analysis, based on the Group's historical experience and information credit assessment and including forward-looking information.
The largest trade debtor at the year end is a well-established, profitable business and long-term customer of the Company with whom Eden has had no issue of collecting debts due before and does not expect to have any going forward. In addition, TerpeneTech (UK), Eden's associate company, owed gross £174,952 (2019: £182,984) to Eden at the year-end.
TerpeneTech (UK), is a cash-positive business, albeit in its infancy, with good shareholder support and, again, Eden has had no issue of collecting debtors due from TerpeneTech (UK) before and does not expect to have any going forward.
Considering these factors, the directors' consider the ECL to be immaterial.
| |||
| 32 | Financial risk management (continued) | |||
|
| ||||
|
| Credit risk
| |||
|
|
| 2020 |
| 2019 |
|
|
| £ |
| £ |
|
| Trade payables | 794,439 |
| 870,563 |
|
| Other payables | 367,313 |
| 168,246 |
|
| Other taxes and social security | 43,186 |
| 26,399 |
|
| Accruals and deferred income | 250,017 |
| 283,380 |
|
|
| 1,454,955 |
| 1,348,588 |
|
| The carrying amount of trade payables approximates their fair value. | |||
|
| The average credit period on purchases of goods is 85 days. No interest is charged on trade payables. The Company has policies in place to ensure that trade payables are paid within the credit timeframe or as otherwise agreed. | |||
|
|
| |||
|
|
| |||
|
| Maturity of financial liabilities (excluding lease liabilities)
|
| ||||
|
| The maturity profile of the group's financial liabilities at 31 December 2020 was as follows: |
| ||||
|
|
|
|
|
|
| |
|
|
| 2020 |
| 2019 |
| |
|
|
| £ |
| £ |
| |
|
| In one year or less, or on demand | 1,454,955 |
| 1,348,588 |
| |
|
| Over one year | 125,212 |
| 99,008 |
| |
|
|
| 1,580,167 |
| 1,447,596 |
| |
|
|
|
| ||||
|
| Liquidity risk is managed by regular monitoring of the Company's level of cash and cash equivalents, debtor and creditor management and expected future cash flows. See note 1 for further details on the going concern position of the Company. For details of lease liabilities, see notes 20 and 29. |
| ||||
|
| Market price risk |
| ||||
|
| The company's exposure to market price risk comprises currency risk exposure. It monitors this exposure primarily through a process known as sensitivity analysis. This involves estimating the effect on results before tax over various periods of a range of possible changes in exchange rates. The sensitivity analysis model used for this purpose makes no assumptions about any interrelationships between such rates or about the way in which such changes may affect the economies involved. As a consequence, figures derived from the Company's sensitivity analysis model should be used in conjunction with other information about the Company's risk profile. |
| ||||
| The Company's policy towards currency risk is to eliminate all exposures that will impact on reported results as soon as they arise. This is reflected in the sensitivity analysis, which estimates that five and ten percentage point increases in the value of sterling against all other currencies would have had minimal impact on results before tax. | ||||||
|
| ||||||
| 32 | Financial risk management (continued)
|
|
| Capital risk management |
|
|
|
|
| The primary objective of the Company's capital management is to ensure that it maintains healthy capital ratios in order to support its business and maximise shareholder value. |
|
|
|
|
| The Company seeks to enhance shareholder value by capturing business opportunities as they develop. To achieve this goal, the Company maintains sufficient capital to support its business. |
|
|
|
|
| The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions. |
|
|
|
|
| The Company looks to maintain a reasonable debt position by repaying debt or issuing equity, as and when it is deemed to be required. |
|
|
|
|
| No changes were made in the objectives, policies or processes for managing capital during the years ended 31 December 2020 and 31 December 2019. |
|
|
|
|
| The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Company's policy is to keep the gearing ratio below 10% (2019: below 10%). The Company includes within net debt, any interest bearing loans and borrowings (none in current or prior year), any loans from a venture partner (none in the current or prior year), trade and other payables, less cash and cash equivalents. |
| 33 | Cash absorbed by operations |
| ||||||||
|
| Consolidated |
| ||||||||
|
| 2020 | 2019 |
| |||||||
|
|
| (restated) |
| |||||||
|
| £ | £ |
| |||||||
|
| ||||||||||
|
| Loss for the year after tax |
| (2,263,024) | (1,132,337) |
| |||||
|
| ||||||||||
|
| Adjustments for: |
| ||||||||
|
| Taxation charged/(credited) | (285,108) |
| (347,036) |
| |||||
|
| Finance costs |
| 24,000 | 8,397 |
|
| ||||
|
| Investment income |
| (5,725) | (807) |
| |||||
|
| Foreign exchange currency losses |
| 3,792 | 28,631 |
| |||||
|
| Amortisation and impairment of intangible assets | 552,809 | 496,732 |
| ||||||
|
| Impairment of investment in associate | 299,521 | - |
| ||||||
|
| Depreciation and impairment of property, plant and equipment and right-of-use assets | 70,039 | 22,078 |
| ||||||
|
|
| |||||||||
|
| Share of associate's loss | 30,352 | 41,001 |
| ||||||
|
| Share-based payment expense | 120,380 | 209,295 |
| ||||||
|
| ||||||||||
|
| Movements in working capital: |
| ||||||||
|
| Increase in inventories |
| (155,999) | (53,767) |
| |||||
|
| Decrease/(increase) in trade and other receivables | 236,784 |
| (908,027) |
| |||||
|
| (Decrease)/increase in trade and other payables | 106,367 |
| 357,351 |
| |||||
|
| ||||||||||
|
|
|
|
|
| ||||||
|
| ||||||||||
|
| Cash absorbed by operations |
| (1,265,812) | (1,278,429) |
| |||||
|
| ||||||||||
|
|
|
|
|
| ||||||
For details of the above restatement, please refer to note 1.1.
| 33 | Cash absorbed by operations (continued) |
| ||||||
|
| Company |
| ||||||
|
| 2020 | 2019 |
| |||||
|
|
| (restated) |
| |||||
|
| £ | £ |
| |||||
|
| ||||||||
|
| Loss for the year after tax |
| (2,229,669) | (1,157,068) | ||||
|
| ||||||||
|
| Adjustments for: |
| ||||||
|
| Taxation charged/(credited) | (285,108) |
| (347,036) | ||||
|
| Finance costs |
| 24,000 | 8,397 |
| |||
|
| Investment income |
| (5,725) | (807) | ||||
|
| Foreign exchange currency losses | 3,792 | 28,631 |
| ||||
|
| Amortisation of intangible assets | 539,535 | 496,732 |
| ||||
|
| Impairment of investment in associate | 299,521 | - |
| ||||
|
| Depreciation and impairment of property, plant and equipment and right-of-use assets | 70,039 | 22,078 |
| ||||
|
|
| |||||||
|
| Share of associate's loss | 30,352 | 41,001 |
| ||||
|
| Share-based payment expense | 120,380 | 209,295 |
| ||||
|
| ||||||||
|
| Movements in working capital: |
| ||||||
|
| Increase in inventories |
| (155,999) (155,99 | (53,767) | ||||
|
| Decrease/(increase) in trade and other receivables | 188,784 |
| (908,027) | ||||
|
| (Decrease)/increase in trade and other payables | 134,286 |
| 382,082 | ||||
|
| ||||||||
|
|
|
|
|
| ||||
|
| ||||||||
|
| Cash absorbed by operations |
| (1,265,812) | (1,233,954) | ||||
|
| ||||||||
|
|
|
|
|
| ||||
For details of the above restatement, please refer to note 1.1.
| 34 | Post balance sheet events
|
|
| Long-Term Incentive Plan
In April 2021, the Company replaced its existing LTIP with a new one, details of which can be found in the Remuneration Committee Report.
Corteva Agriscience agreement
In May 2021, the Company signed an exclusive commercialisation, supply and distribution agreement with Corteva Agriscience, the fourth largest agriculture inputs company in the world. Further details of this agreement can be found in the Chief Executive Officer's Review.
|
|
|
|
|
|
| |
| 35 | Prior Year Adjustment
Following the incorporation of TerpeneTech (Ireland) in 2019 the group is reorganising the roles of TerpeneTech (Ireland) and TerpeneTech (UK) in the sale of geraniol and certain other products.
Following communications with the FRC (refer to the Audit Committee Report), the Directors have reconsidered the arrangements that were in place in the prior year (and which remained in place in the current year) in regard to sales made by TerpeneTech (Ireland).
The Directors have concluded that TerpeneTech (Ireland) was acting as an agent in these transactions and should have recognised sales of £24,730 being the 10% margin on the sales of geraniol rather than recognising gross sales and cost of sales. As such, they have restated the Group's revenue and cost of sales in the prior year.
As a consequence of this restatement, revenue has been reduced by £222,574 and cost of sales have been reduced by £222,574 in the Income Statement for the year ending 31 December 2019. There was no impact on loss before or after taxation or net assets and no impact on any opening balances.
As the arrangements change going forward, the Directors will reconsider the revenue recognition.
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