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Registered number: 07844808
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CIBUS EUROPE LIMITED
FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 31 DECEMBER 2023
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CIBUS EUROPE LIMITED
REGISTERED NUMBER: 07844808
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 4 to 10 form part of these financial statements.
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CIBUS EUROPE LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
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Contributions by and distributions to owners
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The notes on pages 4 to 10 form part of these financial statements.
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CIBUS EUROPE LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
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Restated Profit and loss account
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Contributions by and distributions to owners
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The notes on pages 4 to 10 form part of these financial statements.
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CIBUS EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Cibus Europe Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is Salt Quay House, 4 North East Quay, Sutton Harbour, Plymouth, PL4 0BN, United Kingdom.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The following principal accounting policies have been applied:
The Company has generated a loss after tax of £406,874 in the current year (2022: restated profit of £939), this includes current and prior year share-based payment expenses of £414,997 (2022: £6,077) which have been funded by capital contributions from the ultimate parent entity. Excluding these transactions, the Company made a profit after tax of £8,123 (2022: £7,016). At the year end date the Company had net current assets of £94,218 (2022: £86,095).
The Company is reliant on management charge income charged to its parent undertaking Cibus Europe BV to cover the operational costs associated with the business, as no external revenue is generated.
Due to the financial position of Cibus Inc Group (ultimate controlling party), a material uncertainty in respect of going concern was presented in the December 2023 Group Financial Statements and the Directors do not consider the position to have sufficiently improved in the period to date. Without continued support, the UK Company would be unable to continue to operate. The Directors have therefore concluded that a material uncertainty exists in relation to events or conditions that may cast significant doubt on the ability of the Company to continue as a going concern.
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CIBUS EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the Company will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
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CIBUS EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
DEFINED CONTRIBUTION PENSION PLAN
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss 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. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
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CIBUS EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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The average monthly number of employees, including directors, during the year was 2 (2022: 2).
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Amounts owed by group undertakings
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Cash and cash equivalents
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Creditors: AMOUNTS FALLING DUE WITHIN ONE YEAR
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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CIBUS EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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ALLOTTED, CALLED UP AND FULLY PAID
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1 (2022: 1) Ordinary share of £1.00
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During the year ended 31 December 2023 a share-based payment expense of £2,545 was recognised in relation to restricted shares granted by the ultimate parent company Cibus Global, LLC to one of the employees of the Cibus Europe Limited. This relates to 391,067 restricted stock units awarded between 2019 and 2021 with vesting periods of between 1 and 3 years. 237,834 restricted stock units had vested before 1 January 2023, 41,187 vested in the year and the remaining 112,046 were cancelled and reissued as restricted share awards in the new ultimate parent Cibus Inc. as a result of a merger with Calyxt Inc. on 31 May 2023. This also resulted in a capital contribution of £2,545 by Cibus Global, LLC.
The estimated fair value of these stock options granted, and the assumptions used for the Black-Scholes option pricing model were as follows:
Weighted average share price - $0.08585
Exercise price - $0.08585
Risk free interest rate - 1.11%
Expected volatility - 70.05%
Expected term - 6.08 years
On 31 May 2023 the ultimate parent Cibus Inc. granted awards of Class A restricted stock to one of the employees of the Cibus Europe Limited. 29,989 restricted stock awards were issued at a fair market value of $31.50 per share (the listed share price on the grant date). The restricted stock awards have a vesting period of between 6 months and 3 years, with 16,413 vested in the year leaving a balance of 13,576 restricted stock awards unvested at the year-end.
The share-based payment resulted in a charge of £412,452 and matching capital contribution by Cibus Inc. being recognised in the financial statements for the year.
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CIBUS EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
The 2022 Statement of Comprehensive Income has been updated to include recognition of a share-based payment expense of £6,077 in relation to restricted shares granted by the ultimate parent company Cibus Global LLC to one of the employees of the Cibus Europe Limited. This relates to 391,067 restricted stock units awarded between 2019 and 2021 with vesting periods of between 1 and 3 years. 138,986 restricted stock units had vested before 1 January 2022, 98,848 vested in 2022 leaving a balance of 153,233 restricted stock units unvested at the year-end. This has also resulted in a capital contribution of £6,077 by Cibus Global, LLC.
The estimated fair value of these stock options granted, and the assumptions used for the Black-Scholes option pricing model were as follows:
Weighted average share price - $0.08585
Exercise price - $0.08585
Risk free interest rate - 1.11%
Expected volatility - 70.05%
Expected term - 6.08 years
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £1,321 (2022: £1,321).
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Related party transactions
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As the company is a wholly owned subsidiary of Cibus Inc, the company has taken advantage of the exemption contained in section 33.1A of FRS 102, and not disclosed transactions or balances with wholly owned subsidiaries which form part of the group.
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The company's ultimate controlling party is Cibus Inc. The registered office is Cibus Inc, 6455 Nancy Ridge Drive, San Diego 92121, United States, USA.
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CIBUS EUROPE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
The auditors' report on the financial statements for the year ended 31 December 2023 was unqualified.
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In their report, the auditors emphasised the following matter without qualifying their report:
Material uncertainty related to going concern
We draw attention to note 2.2 in the financial statements, which indicates that the Company is reliant on continued Group support and due to the financial position of the Group has concerns regarding the ability of the Group to provide sufficient support. As stated in note 2.2, these events or conditions, along with the other matters as set forth in note 2.2, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
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The audit report was signed on 25 September 2024 by Kevin Connor FCA (Senior statutory auditor) on behalf of Bishop Fleming LLP.
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