|
|
REGISTERED NUMBER:
|
|
|
|
|
|
|
|
|
|
|
|
|
CALON CARDIO-TECHNOLOGY LTD |
|
REPORT OF THE DIRECTORS AND |
|
FINANCIAL STATEMENTS |
|
FOR THE YEAR ENDED 31 DECEMBER 2018 |
|
|
|
|
|
|
|
REGISTERED NUMBER:
|
|
|
|
|
|
|
|
|
|
|
|
|
CALON CARDIO-TECHNOLOGY LTD |
|
REPORT OF THE DIRECTORS AND |
|
FINANCIAL STATEMENTS |
|
FOR THE YEAR ENDED 31 DECEMBER 2018 |
|
|
|
|
|
CALON CARDIO-TECHNOLOGY LTD (REGISTERED NUMBER: 06166938) |
|
|
|
|
|
|
CONTENTS OF THE FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2018 |
|
|
|
|
Page |
|
Company Information | 1 |
|
Report of the Directors | 2 |
|
Report of the Independent Auditors | 4 |
|
Income Statement | 7 |
|
Balance Sheet | 8 |
|
Statement of Changes in Equity | 9 |
|
Notes to the Financial Statements | 10 |
|
CALON CARDIO-TECHNOLOGY LTD |
|
COMPANY INFORMATION |
FOR THE YEAR ENDED 31 DECEMBER 2018 |
|
|
|
|
|
|
|
DIRECTORS: |
|
|
|
|
|
|
|
|
|
|
SECRETARY: |
|
|
|
|
|
|
REGISTERED OFFICE: |
|
|
|
|
|
|
|
|
|
|
REGISTERED NUMBER: |
|
|
|
|
|
|
AUDITORS: |
|
Chartered Accountants |
And Statutory Auditors |
Langdon House |
Langdon Road |
SA1 Swansea Waterfront |
Swansea |
SA1 8QY |
CALON CARDIO-TECHNOLOGY LTD (REGISTERED NUMBER: 06166938) |
|
REPORT OF THE DIRECTORS |
FOR THE YEAR ENDED 31 DECEMBER 2018 |
|
The directors present their report with the financial statements of the company for the year ended 31 December 2018. |
|
PRINCIPAL ACTIVITY |
The principal activity of the company in the year under review was primarily that of developing the next |
generation of implantable pumps for the treatment of heart failure. |
|
DIRECTORS |
The directors shown below have held office during the whole of the period from 1 January 2018 to the date of |
this report. |
|
|
|
|
|
|
Other changes in directors holding office are as follows: |
|
|
|
BASIS OF PREPARATION |
The directors have prepared these accounts on a going concern basis, which assumes the company will |
continue to be able to meet its liabilities as they fall due for at least 12 months from the date of approval of |
these financial statements. The company is loss making and has relied on funding from existing funders since |
incorporation in 2007. To date in 2019 the company has received £250,000 convertible loan, with a further |
£150,000 pledged in a convertible loan note agreement, to be received in May 2019. The current |
investors/Directors are in talks with potential new investors regarding an investment of between £8,000,000 |
and £12,000,000 over the next 12 months. This will enable the company to make considerable progress |
towards clinical trials in 2020. Further investment of £28,000,000 will be sought as soon as the £12m has |
been received, to take the MiniVAD to CE Mark. |
|
The Development Bank of Wales (formerly Finance Wales) has agreed to extend the repayment date of their |
convertible loans to 30 June 2019, this date can be extended if necessary. However, once a substantial |
investment is received, DoBW will convert their £1,975,000 convertible loan to equity. |
|
Taking into account the money already received this year, and the expectation of £8,300,000 before the end |
of 2019, the Directors believe the company remains a Going Concern. However, cashflow projections indicate |
that a cash injection will be required in August 2019 so short term bridge funding will be required if the |
Company has not received investment by this point. Failure to acquire such funding would cast significant |
doubt about the Company's ability to continue as a going concern. |
|
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Report of the Directors and the financial statements in |
accordance with applicable law and regulations. |
|
Company law requires the directors to prepare financial statements for each financial year. Under that law |
the directors have elected to prepare the financial statements in accordance with United Kingdom Generally |
Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company |
law the directors must not approve the financial statements unless they are satisfied that they give a true and |
fair view of the state of affairs of the company and of the profit or loss of the company for that period. In |
preparing these financial statements, the directors are required to: |
|
- | select suitable accounting policies and then apply them consistently; |
- | make judgements and accounting estimates that are reasonable and prudent; |
|
CALON CARDIO-TECHNOLOGY LTD (REGISTERED NUMBER: 06166938) |
|
REPORT OF THE DIRECTORS |
FOR THE YEAR ENDED 31 DECEMBER 2018 |
|
STATEMENT OF DIRECTORS' RESPONSIBILITIES - continued |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain |
the company's transactions and disclose with reasonable accuracy at any time the financial position of the |
company and enable them to ensure that the financial statements comply with the Companies Act 2006. They |
are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for |
the prevention and detection of fraud and other irregularities. |
|
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the |
Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps |
that he ought to have taken as a director in order to make himself aware of any relevant audit information and |
to establish that the company's auditors are aware of that information. |
This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 |
relating to small companies. |
|
ON BEHALF OF THE BOARD: |
|
|
|
|
|
|
|
|
|
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
CALON CARDIO-TECHNOLOGY LTD |
|
Opinion |
We have audited the financial statements of Calon Cardio-Technology Ltd (the 'company') for the year ended |
31 December 2018 which comprise the Income Statement, Balance Sheet, Statement of Changes in Equity |
and Notes to the Financial Statements, including a summary of significant accounting policies. The financial |
reporting framework that has been applied in their preparation is applicable law and United Kingdom |
Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard |
applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
|
In our opinion the financial statements: |
- |
give a true and fair view of the state of the company's affairs as at 31 December 2018 and of its loss for
the year then ended; |
- |
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice;
and |
- | have been prepared in accordance with the requirements of the Companies Act 2006. |
|
Basis for opinion |
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and |
applicable law. Our responsibilities under those standards are further described in the Auditors' |
responsibilities for the audit of the financial statements section of our report. We are independent of the |
company in accordance with the ethical requirements that are relevant to our audit of the financial statements |
in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in |
accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and |
appropriate to provide a basis for our opinion. |
|
Conclusions relating to going concern |
Without qualifying our opinion, we draw your attention to the basis of preparation in the directors' report and |
note 1 to the financial statements concerning the company's ability to continue as a going concern. |
Additionally, we draw your attention to the net loss of £1,480,286 during the period ending 31 December 2018 |
and retained losses of £10,969,569. |
|
The going concern assumption adopted is reliant on the Company receiving significant investment to continue |
its research and product development which it is currently seeking to secure. This would indicate a material |
uncertainty which may cast significant doubt about the Company's ability to continue as a going concern, |
particularly if the new funding referred to in note 1 were to be delayed. The financial statements do not include |
any adjustments which be necessary if the company was unable to continue as a going concern. |
|
Other information |
The directors are responsible for the other information. The other information comprises the information in the |
Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
|
Our opinion on the financial statements does not cover the other information and, except to the extent |
otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
|
In connection with our audit of the financial statements, our responsibility is to read the other information and, |
in doing so, consider whether the other information is materially inconsistent with the financial statements or |
our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such |
material inconsistencies or apparent material misstatements, we are required to determine whether there is a |
material misstatement in the financial statements or a material misstatement of the other information. If, |
based on the work we have performed, we conclude that there is a material misstatement of this other |
information, we are required to report that fact. We have nothing to report in this regard. |
|
Opinion on other matters prescribed by the Companies Act 2006 |
In our opinion, based on the work undertaken in the course of the audit: |
- |
the information given in the Report of the Directors for the financial year for which the financial statements
are prepared is consistent with the financial statements; and |
- | the Report of the Directors has been prepared in accordance with applicable legal requirements. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
CALON CARDIO-TECHNOLOGY LTD |
|
|
Matters on which we are required to report by exception |
In the light of the knowledge and understanding of the company and its environment obtained in the course of |
the audit, we have not identified material misstatements in the Report of the Directors. |
|
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to |
report to you if, in our opinion: |
- |
adequate accounting records have not been kept, or returns adequate for our audit have not been received
from branches not visited by us; or |
- | the financial statements are not in agreement with the accounting records and returns; or |
- | certain disclosures of directors' remuneration specified by law are not made; or |
- | we have not received all the information and explanations we require for our audit; or |
- |
the directors were not entitled to prepare the financial statements in accordance with the small companies
regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors. |
|
Responsibilities of directors |
As explained more fully in the Statement of Directors' Responsibilities set out on pages two and three, the |
directors are responsible for the preparation of the financial statements and for being satisfied that they give a |
true and fair view, and for such internal control as the directors determine necessary to enable the preparation |
of financial statements that are free from material misstatement, whether due to fraud or error. |
|
In preparing the financial statements, the directors are responsible for assessing the company's ability to |
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going |
concern basis of accounting unless the directors either intend to liquidate the company or to cease |
operations, or have no realistic alternative but to do so. |
|
Auditors' responsibilities for the audit of the financial statements |
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free |
from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes |
our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit |
conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. |
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, |
they could reasonably be expected to influence the economic decisions of users taken on the basis of these |
financial statements. |
|
A further description of our responsibilities for the audit of the financial statements is located on the Financial |
Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our |
Report of the Auditors. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
CALON CARDIO-TECHNOLOGY LTD |
|
|
Use of our report |
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of |
the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's |
members those matters we are required to state to them in a Report of the Auditors and for no other purpose. |
To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the |
company and the company's members as a body, for our audit work, for this report, or for the opinions we |
have formed. |
|
|
|
|
|
for and on behalf of
|
Chartered Accountants |
And Statutory Auditors |
Langdon House |
Langdon Road |
SA1 Swansea Waterfront |
Swansea |
SA1 8QY |
|
|
CALON CARDIO-TECHNOLOGY LTD (REGISTERED NUMBER: 06166938) |
|
INCOME STATEMENT |
FOR THE YEAR ENDED 31 DECEMBER 2018 |
|
2018 | 2017 |
as |
restated |
Notes | £ | £ |
|
TURNOVER |
|
|
|
Administrative expenses | ( |
) | ( |
) |
(1,289,002 | ) | (1,831,996 | ) |
|
Other operating income |
|
|
OPERATING LOSS | 5 | ( |
) | ( |
) |
|
Debts wavered | 6 |
|
|
LOSS BEFORE TAXATION | ( |
) | ( |
) |
|
Tax on loss |
|
|
LOSS FOR THE FINANCIAL YEAR | ( |
) | ( |
) |
CALON CARDIO-TECHNOLOGY LTD (REGISTERED NUMBER: 06166938) |
|
BALANCE SHEET |
31 DECEMBER 2018 |
|
2018 | 2017 |
as restated |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Patents | 8 |
|
|
Tangible assets | 9 |
|
|
|
|
|
CURRENT ASSETS |
Debtors | 10 |
|
|
Cash at bank and in hand |
|
|
|
|
CREDITORS |
Amounts falling due within one year | 11 |
|
|
NET CURRENT LIABILITIES | ( |
) | ( |
) |
TOTAL ASSETS LESS CURRENT
LIABILITIES |
( |
) |
( |
) |
|
CREDITORS |
Amounts falling due after more than one
year |
12 |
|
|
NET LIABILITIES | ( |
) | ( |
) |
|
CAPITAL AND RESERVES |
Called up share capital | 21,953 | 18,643 |
Share premium | 8,142,688 | 6,368,102 |
Equity on loan notes |
|
|
Fair value reserve | 14 |
|
|
Retained earnings |
( |
) |
( |
) |
SHAREHOLDERS' FUNDS | ( |
) | ( |
) |
|
|
|
The financial statements were approved by the Board of Directors on
behalf by: |
|
|
|
|
|
|
|
CALON CARDIO-TECHNOLOGY LTD (REGISTERED NUMBER: 06166938) |
|
STATEMENT OF CHANGES IN EQUITY |
FOR THE YEAR ENDED 31 DECEMBER 2018 |
|
Called up |
share | Retained | Share |
capital | earnings | premium |
£ | £ | £ |
|
Balance at 1 January 2017 |
|
( |
) |
|
|
Changes in equity |
Total comprehensive income | - | ( |
) | - |
Balance at 31 December 2017 | 18,999 | (10,433,947 | ) | 5,888,431 |
|
Changes in equity |
Total comprehensive income | - | ( |
) | - |
Balance at 31 December 2018 | 18,999 | (10,969,569 | ) | 5,888,431 |
Equity on | Fair |
loan | value | Total |
notes | reserve | equity |
£ | £ | £ |
|
Balance at 1 January 2017 |
|
|
( |
) |
|
Changes in equity |
Loan note change in terms | (1,965 | ) | - | (1,965 | ) |
Total comprehensive income |
|
( |
) | ( |
) |
Balance at 31 December 2017 |
|
1,180,350 | (3,002,598 | ) |
|
Changes in equity |
Loan note change in terms | (40,781 | ) | - | (40,781 | ) |
Total comprehensive income |
|
|
( |
) |
Balance at 31 December 2018 |
|
1,180,350 | (3,579,001 | ) |
CALON CARDIO-TECHNOLOGY LTD (REGISTERED NUMBER: 06166938) |
|
NOTES TO THE FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2018 |
|
1. | GOING CONCERN |
|
The directors have prepared these accounts on a going concern basis, which assumes the company |
will continue to be able to meet its liabilities as they fall due for at least 12 months from the date of |
approval of these financial statements. The company is loss making and has relied on funding from |
existing funders since incorporation in 2007. To date in 2019 the company has received £250,000 |
convertible loan, with a further £150,000 pledged in a convertible loan note agreement, to be received |
in May 2019. The current investors/Directors are in talks with potential new investors regarding an |
investment of between £8,000,000 and £12,000,000 over the next 12 months. This will enable the |
company to make considerable progress towards clinical trials in 2020. Further investment of |
£28,000,000 will be sought as soon as the £12m has been received, to take the MiniVAD to CE Mark. |
|
The Development Bank of Wales (formerly Finance Wales) has agreed to extend the repayment date |
of their convertible loans to 30 June 2019, this date can be extended if necessary. However, once a |
substantial investment is received, DoBW will convert their £1,975,000 convertible loan to equity. |
|
Taking into account the money already received this year, and the expectation of £8,300,000 before |
the end of 2019, the Directors believe the company remains a Going Concern. However, cashflow |
projections indicate that a cash injection will be required in August 2019 so short term bridge funding |
will be required if the Company has not received investment by this point. Failure to acquire such |
funding would cast significant doubt about the Company's ability to continue as a going concern. |
|
2. | STATUTORY INFORMATION |
|
Calon Cardio-Technology Ltd is a
|
Wales. The company's registered number and registered office address can be found on the Company |
Information page. |
|
3. | ACCOUNTING POLICIES |
|
Basis of preparing the financial statements |
|
|
Intangible assets |
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured |
at cost less any accumulated amortisation and any accumulated impairment losses. |
|
|
|
|
|
Amortisation is charged to the income statement. |
|
Assets are reviewed for impairment and any impairment losses are charged to the income statement. |
Any impairment loss recognised is reversed in a subsequent period if and only if the reasons for the |
impairment loss have ceased to apply. |
CALON CARDIO-TECHNOLOGY LTD (REGISTERED NUMBER: 06166938) |
|
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2018 |
|
3. | ACCOUNTING POLICIES - continued |
|
Tangible fixed assets |
|
Plant and machinery | - |
|
Fixtures and fittings | - |
|
Computer equipment | - |
|
|
Cost comprises the purchase price of the asset and expenditure directly attributable to the acquisition |
of the item. |
|
A fixed asset is derecognised upon disposal or when no future economic benefits are expected to arise |
from the continued use of the asset. 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 credited or |
charged to the income statement. |
|
Impairment of fixed assets |
The company performs impairment testing where there are any indicators of impairment. Impairment is |
calculated as the difference between the carrying value and the recoverable value of the asset. |
Recoverable value is the higher of net realisable value and estimated value in use at the date the |
impairment loss is recognised. Value in use represents the present value of expected future |
discounted cash flows. If incurred, impairment is recognised immediately in the income statement. |
|
Where an impairment loss subsequently reverses, the carrying value of the asset is increased to the |
revised estimate of the recoverable amount, but so that the increased carrying value does not exceed |
the carrying value that would have been determined if no impairment loss had been recognised for the |
asset in prior years. A reversal of an impairment loss is recognised immediately as a credit to the |
income statement. |
CALON CARDIO-TECHNOLOGY LTD (REGISTERED NUMBER: 06166938) |
|
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2018 |
|
3. | ACCOUNTING POLICIES - continued |
|
Financial instruments |
The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and |
Section 12 'Other Financial instruments Issues' of FRS 102 to all of its financial instruments. |
|
Financial instruments are recognised in the company's statement of financial position when the |
company becomes party to the contractual provisions of the instrument. |
|
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, |
when there is a legally enforceable right to set off the recognised amounts and there is an intention to |
settle on a net basis or to realise the asset and settle the liability simultaneously. |
|
Basic financial assets |
Basic financial assets, which include trade and other debtors and cash and bank balances, are initially |
measured at transaction price including transaction costs and are subsequently carried at amortised |
cost using the effective interest method unless the arrangement constitutes a financing transaction, |
where the transaction is measured at the present value of the future receipts discounted at a market |
rate of interest. |
|
Trade debtors, loans and other receivables that have fixed or determinable payments that are not |
quoted in an active market are classified as 'loans and receivables'. Loans and receivables are |
measured at amortised cost using the effective interest method, less any impairment. |
|
Interest is recognised by applying the effective interest rate, except for short-term receivables when the |
recognition of interest would be immaterial. The effective interest method is a method of calculating the |
amortised cost of a debt instrument and of allocating the interest income over the relevant period. The |
effective interest rate is the rate that exactly discounts estimated future cash receipts through the |
expected life of the debt instrument to the net carrying amount on initial recognition. |
|
Impairment of financial assets |
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators |
of impairment at each reporting end date. |
|
Financial assets are impaired where there is objective evidence that, as a result of one or more events |
that occurred after the initial recognition of the financial asset, the estimated future cash flows have |
been affected. If an asset is impaired, the impairment loss is the difference between the carrying |
amount and the present value of the estimated cash flows discounted at the asset's original effective |
interest rate. The impairment loss is recognised in profit or loss. |
|
If there is a decrease in the impairment loss arising from an event occurring after the impairment was |
recognised, the impairment is reversed. The reversal is such that the current carrying amount does not |
exceed what the carrying amount would have been, had the impairment not previously been |
recognised. The impairment reversal is recognised in profit or loss. |
|
Derecognition of financial assets |
Financial assets are derecognised only when the contractual rights to the cash flows from the asset |
expire or are settled, or when the company transfers the financial asset and substantially all the risks |
and rewards of ownership to another entity, or if some significant risks and rewards of ownership are |
retained but control of the asset has transferred to another party that is able to sell the asset in its |
entirety to an unrelated third party. |
|
Classification of financial liabilities |
Financial liabilities and equity instruments are classified according to the substance of the contractual |
arrangements entered into. An equity instrument is any contract that evidences a residual interest in |
the assets of the company after deducting all of its liabilities. |
CALON CARDIO-TECHNOLOGY LTD (REGISTERED NUMBER: 06166938) |
|
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2018 |
|
3. | ACCOUNTING POLICIES - continued |
|
Basic financial liabilities |
Basic financial liabilities, including trade and other creditors, bank loans, loans from fellow group |
companies and preference shares that are classified as debt, are initially recognised at transaction |
price unless the arrangement constitutes a financing transaction, where the debt instrument is |
measured at the present value of the future receipts discounted at a market rate of interest. |
|
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. |
|
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary |
course of business from suppliers. Accounts payable are classified as current liabilities if payment is |
due within one year or less. If not, they are presented as non-current liabilities. Trade payables are |
recognised initially at transaction price and subsequently measured at amortised cost using the |
effective interest method. |
|
Financial liabilities and equity instruments are classified according to the substance of the contractual |
arrangements entered into, An equity instrument is any contract that evidences a residual interest in |
the assets of the company after deducting all of its liabilities. |
|
Complex financial instruments / Convertible loan notes |
The company holds convertible loan notes, under FRS 102 these are recognised as both debt and |
equity. The debt is deemed to be a complex financial instrument and is measured at fair value, at the |
end of each period the movement on the fair value is recognised through the profit and loss account. |
|
On derecognition any gain or loss on the sale/conversion of the loan notes is also recognised through |
the profit and loss account in the period they are sold/converted. |
|
Derecognition of financial liabilities |
Financial liabilities are derecognised when the company's contractual obligations expire or are |
discharged or cancelled. |
|
Equity instruments |
Equity instruments issued by the company are recorded at the proceeds received, net of direct issue |
costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at |
the discretion of the company. |
|
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, |
except to the extent that it relates to items recognised in other comprehensive income or directly in |
equity. |
|
Current or deferred taxation assets and liabilities are not discounted. |
|
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been |
enacted or substantively enacted by the balance sheet date. |
|
CALON CARDIO-TECHNOLOGY LTD (REGISTERED NUMBER: 06166938) |
|
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2018 |
|
3. | ACCOUNTING POLICIES - continued |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at |
the balance sheet date. |
|
Timing differences arise from the inclusion of income and expenses in tax assessments in periods |
different from those in which they are recognised in financial statements. Deferred tax is measured |
using tax rates and laws that have been enacted or substantively enacted by the year end and that are |
expected to apply to the reversal of the timing difference. |
|
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable |
that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
|
Research and development |
Research and development expenditure is written off as incurred, except that development |
expenditure incurred on an individual project is capitalised as an intangible asset when the group can |
demonstrate the technical feasibility of completing the intangible asset so that it will be available for |
use or sale, its intention to complete and its ability to use or sell the asset, how the asset will generate |
future economic benefits, the availability of resources to complete the asset and the ability to measure |
reliably the expenditure during development. |
|
Following initial recognition of the development expenditure as an asset, the cost model is applied |
requiring the asset to be carried at cost less any accumulated amortisation and accumulated |
impairment losses. Amortisation of the asset begins when development is complete and the asset is |
available for use. It is amortised evenly over the period of expected future benefit. During the period of |
development the asset is tested for impairment annually. |
|
Research and development tax credits are recognised on receipt. |
|
Foreign currencies |
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at |
the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of |
exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at |
the operating result. |
|
Operating leasing commitments |
Rentals paid under operating leases are charged to the profit and loss account on a straight line basis |
over the period of the lease. |
|
Pension costs and other post-retirement benefits |
The company operates a defined contribution pension scheme. Contributions payable to the |
company's pension scheme are charged to profit or loss in the period to which they relate. |
CALON CARDIO-TECHNOLOGY LTD (REGISTERED NUMBER: 06166938) |
|
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2018 |
|
3. | ACCOUNTING POLICIES - continued |
|
Share based payments |
The cost of equity-settled transactions with employees is measured by reference to the fair value of the |
equity instruments granted at the date at which they are granted and is recognised as an expense over |
the vesting period, which ends on the date on which the relevant employees become fully entitled to |
the award. |
|
Where equity-settled arrangements are modified, and are of the benefit to the employee, the |
incremental fair value is recognised over the period from the date of modification to the date of vesting. |
Where a modification is not beneficial to the employee there is no change to the charge for the |
share-based payment. |
|
The company has no cash-settled arrangements. |
|
Employee benefits |
The company provides a range of benefits to employees, including paid holiday arrangements and |
defined contribution pension plans. |
|
Short term benefits, including holiday pay and other similar non-monetary benefits, are recognised as |
an expense in the period in which the service is received. |
|
Government grants |
Grants that relate to specific capital expenditure are treated as deferred income which is then credited |
to the profit and loss account over the related asset's life. Other grants are credited to the profit and |
loss account when received. |
|
Provision for liabilities |
Provisions are recognised when the company has a present obligation (legal and constructive) from a |
past event that will probably result in a transfer of funds to a third party and the amount due to settle |
the obligation can be measured or estimated reliably. |
|
Functional and presentation currency |
The company's functional and presentation currency is pounds sterling. |
|
4. | EMPLOYEES AND DIRECTORS |
|
The average number of employees during the year was
|
|
5. | OPERATING LOSS |
|
The operating loss is stated after charging: |
|
2018 | 2017 |
as |
restated |
£ | £ |
Depreciation - owned assets |
|
|
Patents and licences amortisation |
|
|
Computer software amortisation |
|
|
CALON CARDIO-TECHNOLOGY LTD (REGISTERED NUMBER: 06166938) |
|
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2018 |
|
6. | EXCEPTIONAL ITEMS |
2018 | 2017 |
as |
restated |
£ | £ |
Debts wavered |
|
|
|
During the year the directors agreed to write off £464,500 owed to them for consultancy services and |
£65,050 of loans introduced to the company. No shares or warrants were exchanged for the write off. |
|
7. | PRIOR YEAR ADJUSTMENT |
|
Called up
share capital |
Share
premium |
Equity on
loan notes |
Retained
earnings |
£ | £ | £ | £ |
As previously reported | 21,943 | 8,014,792 | - | (10,471,138 | ) |
Loan note adjustment | (3,300 | ) | (1,646,690 | ) | 345,534 | - |
Fair value movement | - | - | (1,965 | ) | 37,191 |
As restated | 18,643 | 6,368,102 | 343,569 | (10,433,947 | ) |
|
Previously included in share capital and share premium were convertible B loan notes from |
Development Bank of Wales totalling £1,650,000. The loan note adjustment reflects the recognition of |
both a liability and an equity component pre 01/01/2017 with an increase in the prior year's opening |
creditor of £1,304,466 and £345,534 recognised under equity loan notes. The fair value movement |
reflects the change in both the liability and equity component at the 31/12/2017 resulting in the 2017 |
other creditors increasing to £1,658,971 from £389,740 as previously stated. |
|
8. | INTANGIBLE FIXED ASSETS |
Patents |
and | Computer |
licences | software | Totals |
£ | £ | £ |
COST |
At 1 January 2018 |
|
|
|
Additions |
|
|
|
At 31 December 2018 |
|
|
|
AMORTISATION |
At 1 January 2018 |
|
|
|
Amortisation for year |
|
|
|
At 31 December 2018 |
|
|
|
NET BOOK VALUE |
At 31 December 2018 |
|
|
|
At 31 December 2017 |
|
|
|
CALON CARDIO-TECHNOLOGY LTD (REGISTERED NUMBER: 06166938) |
|
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2018 |
|
9. | TANGIBLE FIXED ASSETS |
Fixtures |
Plant and | and | Computer |
machinery | fittings | equipment | Totals |
£ | £ | £ | £ |
COST |
At 1 January 2018 |
|
|
|
|
Additions |
|
|
|
|
At 31 December 2018 |
|
|
|
|
DEPRECIATION |
At 1 January 2018 |
|
|
|
|
Charge for year |
|
|
|
|
At 31 December 2018 |
|
|
|
|
NET BOOK VALUE |
At 31 December 2018 |
|
|
|
|
At 31 December 2017 |
|
|
|
|
|
10. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2018 | 2017 |
as |
restated |
£ | £ |
Other debtors |
|
|
|
11. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2018 | 2017 |
as |
restated |
£ | £ |
Trade creditors |
|
|
Taxation and social security |
|
|
Other creditors |
|
|
|
|
|
Included in other creditors are contributions of £3,050 (2017: £2,692) due to the defined contribution |
pension scheme operated by the company. |
|
Included in other creditors is the fair value of the debt component of convertible B loan notes from the |
Development Bank of Wales of £1,734,058 (2017: £1,269,231), which is secured by a fixed and |
floating charge over all assets of the company. The loan holders have the right to serve a Conversion |
Notice on the Company at any time to convert all of the outstanding B loan notes into fully paid B |
Preferred Ordinary shares at £5 and £5.50 per share on the conversion date. The loan notes are |
interest free and are to be repaid or converted by 30 June 2019. The initial consideration received from |
the Development Bank of Wales regarding the loan notes was £1,975,000 (2017: £1,650,000). |
CALON CARDIO-TECHNOLOGY LTD (REGISTERED NUMBER: 06166938) |
|
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2018 |
|
12. |
CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR |
2018 | 2017 |
as |
restated |
£ | £ |
Other creditors |
|
|
|
Other creditors more than one year relate to grants received for fixed assets which are being released |
over the life of the asset. |
|
13. | LEASING AGREEMENTS |
|
Minimum lease payments under non-cancellable operating leases fall due as follows: |
2018 | 2017 |
as |
restated |
£ | £ |
Within one year |
|
|
Between one and five years |
|
|
|
|
|
14. | RESERVES |
Fair |
value |
reserve |
£ |
At 1 January 2018 |
and 31 December 2018 |
|
|
Fair value reserves represents the fair value of share based payment transactions under taken during |
2016. |
|
15. | RELATED PARTY DISCLOSURES |
|
During the year the directors provided consultancy services of £179,500 to the company, but agreed to |
write off £464,500 owed to them for consultancy services and £65,050 of loans introduced to the |
company. |
|
Included in creditors are amounts totalling £30,000 owed to the directors of the company. The amounts |
are interest free and repayable on demand. |
|
16. | ULTIMATE CONTROLLING PARTY |
|
The directors consider there to be no ultimate controlling party. |
CALON CARDIO-TECHNOLOGY LTD (REGISTERED NUMBER: 06166938) |
|
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2018 |
|
17. | SHARE-BASED PAYMENT TRANSACTIONS |
|
The company established a Share Option Scheme in 2009. Currently there are 38,000 share options |
outstanding granted under this scheme with an exercise price of £0.05 per ordinary share. There are |
no performance conditions and options can only be exercised within 10 years of grant in accordance |
with the Option Scheme. |
|
The company established a new EMI and Unapproved Share Option scheme in 2016. 233,500 share |
options have been issued under the new scheme with an exercise price of £0.01 per ordinary share. |
There were no performance conditions and options could only be exercised within 10 years of grant in |
accordance with the Option Scheme. During the year 5,000 (2017: £5,000) options lapsed leaving |
223,500 options in circulation. |
|
Between the two schemes options are held by 17 individuals or companies, of which 9 are current |
directors or companies that the directors are connected and employees of the company. |
|
At 31 December 2018 the company had warrants in issue of: |
|
A Ordinary | @ | £3.63 | - | 30,600 |
A Ordinary | @ | £4.50 | - | 8,800 |
A Ordinary | @ | £4.70 | - | 3,435 |
A Ordinary | @ | £5.00 | - | 11,592 |
A Ordinary | @ | £5.25 | - | 7,696 |
A Ordinary | @ | £5.50 | - | 96,088 |
A Ordinary | @ | £0.01 | - | 12,928 | Equity Sweeteners |
A Ordinary | @ | £0.01 | - | 57,798 |
B Preference | @ | £3.63 | - | 20,600 |
B Preference | @ | £4.50 | - | 12,235 |
B Preference | @ | £5.00 | - | 12,250 |
B Preference | @ | £0.01 | - | 9,500 | Equity Sweeteners |
B Preference | @ | £0.01 | - | 175,438 |
C Preference | @ | £0.01 | - | 28,293 |
|
|
|
CALON CARDIO-TECHNOLOGY LTD (REGISTERED NUMBER: 06166938) |
|
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2018 |
|
18. | SHARE CAPITAL |
|
Allotted and
issued: |
|
Number: | Class: | Nominal | 2018 | 2017 |
value: | £ | £ |
500,000 | Ordinary | £0.01 | 5,000 | 5,000 |
1,016,014 | A Ordinary | £0.01 | 10,160 | 9,819 |
406,683 | B Preferred Ordinary | £0.01 | 4,067 | 3,824 |
272,635 | C Ordinary | £0.01 | 2,726 | - |
|
During the year the company issued and allotted the following shares: |
|
Class | Number: | Nominal | Share premium |
|
value per
share: |
|
per share: |
A Ordinary | 26,361 | £0.01 | £5.49 |
B Preferred
Ordinary |
|
24,241 |
|
£0.01 |
|
£5.49 |
C Ordinary | 272,635 | £0.01 | £5.49 |
|
|
During the year Development Bank of Wales agreed to settle debt owed by the company relating to |
monitoring fees of £147,75 in exchange for 24,241 B Preferred Ordinary Shares and 51,091 B |
Preferred Ordinary Share warrants. |
|
19. | EQUITY ON LOAN NOTES |
|
Equity on loan notes represents the fair value of the equity component of convertible B loan notes from |
the Development Bank of Wales which is secured by a fixed and floating charge over all assets of the |
company. The loan holders have the right to serve a Conversion Notice on the Company at any time to |
convert all of the outstanding B loan notes into fully paid B Preferred Ordinary shares at £5 and £5.50 |
per share on the conversion date. The previous loan note repayment or conversion dates have |
expired, however Development Bank of Wales have agreed to extend the date to 30 June 2019. The |
loan notes are interest free. |