Company Registration No. 07343550 (England and Wales)
ARCIS BIOTECHNOLOGY HOLDINGS LIMITED
FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2019
PAGES FOR FILING WITH REGISTRAR
ARCIS BIOTECHNOLOGY HOLDINGS LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 11
ARCIS BIOTECHNOLOGY HOLDINGS LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2019
31 December 2019
- 1 -
2019
2018
Notes
£
£
£
£
Fixed assets
Intangible assets
3
9,811
22,078
Tangible assets
4
66,499
3,451
Investments
5
57
57
76,367
25,586
Current assets
Debtors
6
37,669
23,210
Cash at bank and in hand
902,125
679,259
939,794
702,469
Creditors: amounts falling due within one year
7
(342,185)
(293,018)
Net current assets
597,609
409,451
Total assets less current liabilities
673,976
435,037
Capital and reserves
Called up share capital
9
510
464
Share premium account
12,910,705
10,969,967
Capital redemption reserve
34
34
Profit and loss reserves
(12,237,273)
(10,535,428)
Total equity
673,976
435,037
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.
true
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 2 June 2020 and are signed on its behalf by:
N A Ecos
Director
Company Registration No. 07343550
ARCIS BIOTECHNOLOGY HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2019
- 2 -
1
Accounting policies
Company information
Arcis Biotechnology Holdings Limited is a
private
company
limited by shares
incorporated in England and Wales.
The registered office is
Suite S07 Techspace One, Keckwick Lane, Daresbury, Warrington, Cheshire, WA4 4AB.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in
sterling
, which is the functional currency of the company.
Monetary a
mounts
in these financial statements are
rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The company has taken advantage of the exemption under section
399
of the
Companies Act 2006 not to prepare consolidated accounts
, on the basis that the group of which this is the parent qualifies as a small group
. The financial statements present information about the company as an individual entity and not about its group
.
1.2
Going concern
The financial statements have been prepared on the assumption that the company is a going concern and hence the directors believe it is appropriate to prepare these financial statements on a going concern basis. The directors believe that once its products have completed their respective research and development programmes, the commercialisation of those products will bring positive cash results to the company and its subsidiary undertakings in the near future.
In order to fund these extensive development programmes, the directors intend to seek further financial support from existing and new shareholders, as they have done in the past in order to provide the necessary finance for the company and its subsidiary undertakings to take these projects forward. The directors are confident that they will be able to secure this future funding, however at the date of the approval of the financial statements, there is no certainty that the company will have sufficient funding of its own to be able to finance the company
and its subsidiaries
for the period of twelve months from the date of approval of the financial statement as additional funding has yet to be raised. Furthermore, the company
and its subsidiaries
ha
ve
yet to secure signed contract or orders of its product portfolio in line with their forecast revenue targets.
1.3
Reporting period
The company extended its reporting period to 17 month ending on 31 December 2019. The comparative figures are for the year ended 31 July 2018.
1.4
Research and development expenditure
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated
.
ARCIS BIOTECHNOLOGY HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2019
1
Accounting policies
(Continued)
- 3 -
1.5
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date
where
it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the
fair
value of the asset can be measured reliably.
Amortisation 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:
Patents
10 % straight line
1.6
Tangible fixed assets
Tangible fixed assets
are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
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:
Leasehold improvements
Enter depreciation rate via StatDB - cd99988
Fixtures, fittings & equipment
33% straight line
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 profit or loss
.
1.7
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
The investments are assessed for impairment at each reporting date
and
any
impairment
losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company
. Control is
the power to govern the financial and operating policies of
the
entity so as to obtain benefits from its activities.
1.8
Impairment of fixed assets
At each reporting
period
end date, the
company
reviews the carrying amounts of its tangible
and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company
estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
ARCIS BIOTECHNOLOGY HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2019
1
Accounting policies
(Continued)
- 4 -
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit)
in
prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.9
Cash and cash equivalents
Cash and cash equivalents
are basic financial assets
and
include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.10
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 balance sheet 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 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.
Financial assets classified as receivable within one year are not amortised.
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.
Basic financial liabilities
Basic financial liabilities, including 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
paymen
ts discounted at a market rate of interest.
Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective
interest rate method.
Trade creditors
are obligations to pay for goods or services that have been acquired
in the ordinary course of business from suppliers. A
m
ounts 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 creditors are recognised initially at transaction price
and subsequently measured at amortised cost using the effective interest method.
ARCIS BIOTECHNOLOGY HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2019
1
Accounting policies
(Continued)
- 5 -
1.11
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.12
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account 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.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing 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.
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. Deferred tax is charged or credited in the profit and loss account, 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 and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.13
Employee benefits
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 stock or fixed 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 company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.14
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.15
Share-based payments
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using
a valuation
model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.
ARCIS BIOTECHNOLOGY HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2019
1
Accounting policies
(Continued)
- 6 -
When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.
Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.
1.16
Leases
Rentals payable under operating leases,
including
any lease incentives received, are charged to
profit or loss
on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease
s
asset are consumed.
1.17
Government grants
Government grants are recognised at the fair value of the asset receive
d
or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.
A grant that specifies performance conditions is recognised in income when the performance conditions are met
. Where a
grant does not specify performance conditions
it
is recognised in income when the proceeds are received or receivable
. A grant received before the recognition criteria are satisfied is recognised as a liability.
1.18
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 profit and loss account for the period.
2
Employees
The average monthly number of persons (including directors) employed by the company during the period was 10 (2018 - 9).
ARCIS BIOTECHNOLOGY HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2019
- 7 -
3
Intangible fixed assets
Patents
£
Cost
At 1 August 2018 and 31 December 2019
86,593
Amortisation and impairment
At 1 August 2018
64,515
Amortisation charged for the period
12,267
At 31 December 2019
76,782
Carrying amount
At 31 December 2019
9,811
At 31 July 2018
22,078
4
Tangible fixed assets
Land and buildings
Plant and machinery etc
Total
£
£
£
Cost
At 1 August 2018
-
9,830
9,830
Additions
55,556
11,609
67,165
At 31 December 2019
55,556
21,439
76,995
Depreciation and impairment
At 1 August 2018
-
6,379
6,379
Depreciation charged in the period
-
4,117
4,117
At 31 December 2019
-
10,496
10,496
Carrying amount
At 31 December 2019
55,556
10,943
66,499
At 31 July 2018
-
3,451
3,451
5
Fixed asset investments
2019
2018
£
£
Investments
57
57
ARCIS BIOTECHNOLOGY HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2019
5
Fixed asset investments
(Continued)
- 8 -
Movements in fixed asset investments
Shares in group undertakings
£
Cost or valuation
At 1 August 2018 & 31 December 2019
57
Carrying amount
At 31 December 2019
57
At 31 July 2018
57
6
Debtors
2019
2018
Amounts falling due within one year:
£
£
Trade debtors
-
2
Other debtors
37,669
23,208
37,669
23,210
7
Creditors: amounts falling due within one year
2019
2018
£
£
Trade creditors
60,699
33,209
Taxation and social security
18,405
18,671
Other creditors
263,081
241,138
342,185
293,018
8
Share-based payment transactions
Number of share options
Weighted average exercise price
2019
2018
2019
2018
Number
Number
£
£
Outstanding at 1 August 2018 and 31 December 2019
200,137
200,137
2.49
2.49
Exercisable at 31 December 2019
-
-
-
-
ARCIS BIOTECHNOLOGY HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2019
8
Share-based payment transactions
(Continued)
- 9 -
The options outstanding at 31 December 2019 had an exercise price ranging from £2.20 to £3.36, and a remaining contractual life of between 5-7 years.
The options vest following a listing of the company attaining a fixed value, a value contract of equivalent value, or sale of the company.
9
Called up share capital
2019
2018
£
£
Ordinary share capital
Issued and fully paid
2,648,510 Ordinary shares of 0.0001p each
265
265
1,988,634 Ordinary B shares of 0.0001p each
199
199
462,093 (2018: 0) Ordinary C shares of 0.0001p each
46
-
510
464
During the period 462,093 Ordinary C shares of £0.0001 were issued for a cash price of £4.20 per share.
10
Audit report information
As the income statement has been omitted from the filing copy of the financial statements
,
the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006
:
The auditor's report was unqualified.
Material uncertainty relating to going concern
In forming our opinion on the financial statements, which is not modified, we have considered the adequacy of the disclosures made in the Directors' Report and note 1.2 of the Accounting Policies to the financial statements concerning the company's ability to continue as a going concern. The company incurred a net loss of £1,701,845 during the period ended 31 December 2019 (2018: £982,927) and at that date the company had net assets of £673,976 (2018: £435,037). We draw attention to note 1.2 in the financial statement, which indicates that there is significant doubt regarding the company having sufficient funding for the foreseeable future. As stated in note 1.2 a material uncertainty exists that may cast significant doubt on the company’s ability to continue as a going concern. The financial statements do not include the adjustments that would result if the company was unable to continue as a going concern. Our opinion is not qualified in this respect.
The senior statutory auditor was Hemen Doshi FCCA.
The auditor was Gerald Edelman.
ARCIS BIOTECHNOLOGY HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2019
- 10 -
11
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:
2019
2018
£
£
Total commitments
108,196
8,438
ARCIS BIOTECHNOLOGY HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2019
- 11 -
12
Related party transactions
2019
2018
£
£
P L Whitehurst
6,750
6,750
P A P Foulger
11,250
11,250
J Rogers
4,500
4,500
These loans are repayable on either sale of Altos Medical investment or the first date on which the combined revenue of the group is equal to or exceeds £8m or on completion of sale or listing of the group.
During the year consultancy fees of £20,00 (2018: £nil) were paid to N Ecos, a director of the company.
The company has taken advantage of the exemption in paragraph 1AC.35 within Section 1A of FRS 102 to not disclose transactions entered into between two or more members of a group, provided that any subsidiary which is party to the transactions is wholly-owned by such a member.
13
Parent company
The directors do not consider there to be an ultimate controlling party.
2019-12-31
2018-08-01
false
03 June 2020
CCH Software
CCH Accounts Production 2020.100
No description of principal activity
This audit opinion is unqualified
P A P Foulger
P L Whitehurst
J L Rogers
N A Ecos
R M Davis
S Howell
P Kinnon
R I Hughes
A J Webb
A C Garner
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