UBC Late Stage (UK) Limited
Annual Report and Financial Statements
For the year ended 31 December 2023
Company Registration No. 06776534 (England and Wales)
UBC Late Stage (UK) Limited
Company Information
Directors
R B Brown
(Appointed 1 January 2023)
M S Haratz
(Appointed 1 January 2023)
K D Turner
(Appointed 1 January 2023)
Secretary
Bird & Bird Company Secretaries Limited
Company number
06776534
Registered office
12 New Fetter Lane
London
United Kingdom
EC4A 1JP
Auditor
Moore Kingston Smith LLP
Orbital House
20 Eastern Road
Romford
Essex
RM1 3PJ
UBC Late Stage (UK) Limited
Contents
Page
Strategic report
1
Directors' report
2 - 3
Independent auditor's report
4 - 8
Statement of comprehensive income
9
Balance sheet
10
Statement of changes in equity
11
Notes to the financial statements
12 - 23
UBC Late Stage (UK) Limited
Strategic Report
For the year ended 31 December 2023
Page 1
The directors present the strategic report for the year ended 31 December 2023.
Fair review of the business
The Company's business structure continues to be a cost-plus model with all expenses being reimbursed.
UBC Late Stage (UK) Limited is a leading provider of pharmaceutical support services, collaborating with life science companies to make medicine and medical products safer and more accessible. Our clinical research services help bridge the gap between development and delivery and build brand loyalty through patient access and adherence.
UBC Late Stage (UK) Limited's Clinical Development teams collaborate with manufacturer sponsors to help ensure conclusive study results and meet global regulatory submissions requirements. Our expertise in the design, conduct, and analysis of full-service clinical development programs makes certain that safety and efficacy evidence needs are satisfied for regulatory review.
Clinical research is undergoing tremendous change. As molecules become more tailored to individual patients, the high-quality data needed to satisfy regulators has become increasingly complex. This means manufacturers need partners, like UBC Late Stage (UK) Limited, that understand patient and population dynamics, global treatment and practice patterns, and challenges in settings of care.
UBC Late Stage (UK) Limited understands that companies make significant investments in research to support regulatory review and approval of their products. UBC Late Stage (UK) Limited also appreciates the need to plan for commercial success early in the development lifecycle. Manufacturers need a partner who has the therapeutic expertise to effectively address the unique needs of each product, patient, and physician. UBC Late Stage (UK) Limited has extensive experience designing and implementing clinical programs across many therapeutic categories.
During 2023, UBC Late Stage (UK) Limited has generated turnover of $10.5m (2022: $8.9m) and an operating profit of $0.5m (2022: $0.4m). The Company is expected to be profit making for the foreseeable future.
Principal risks and uncertainties
There are no specific principal risks or uncertainties relating to the Company. The directors continue to monitor the risks in relation to the conflict in Ukraine. To date there has been no significant impact to the Company's trade as a result.
Key performance indicators
Key performance indicators such as EBITDA (Earnings before interest, taxation, depreciation and amortisation) and turnover growth are used to measure the performance of the Company. EBITDA was $0.6m (operating profit of $0.5m plus depreciation of $0.08m), (2022: $0.5m) (operating profit of $0.4m plus depreciation of $0.08 m) for the year ended 31 December 2023, and turnover increased by 17.8% (2022: 7.6%) to $10.5m from $8.9m in 2023, and this has been driven by reduced group business support costs which are reimbursed on a cost plus basis.
K D Turner
Director
30 September 2024
UBC Late Stage (UK) Limited
Directors' Report
For the year ended 31 December 2023
Page 2
The directors present their annual report and financial statements for the year ended 31 December 2023.
Principal activities
The principal activity of the company continued to be that of the supply of pharmaceuticals marketing and consultancy services.
Branches
The company has a branch based in France.
Results and dividends
The results for the year are set out on page 9.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
P Lindsay
(Resigned 1 January 2023)
R P Hamel
(Resigned 1 January 2023)
R B Brown
(Appointed 1 January 2023)
M S Haratz
(Appointed 1 January 2023)
K D Turner
(Appointed 1 January 2023)
Auditor
Moore Kingston Smith LLP were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.
Statement of directors' responsibilities
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under 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;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the 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.
UBC Late Stage (UK) Limited
Directors' Report (Continued)
For the year ended 31 December 2023
Page 3
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
Going concern
At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The intermediate parent company, ACP Ulysses Holdings Inc, have commited to continue providing financial support to meet the company's working capital requirements for a period of at least one year from the date of approval of the financial statements, and has also confirmed that they will not call in amounts owed to the group by the company for at least that period. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
On behalf of the board
K D Turner
Director
30 September 2024
UBC Late Stage (UK) Limited
Independent Auditor's Report
To the Members of UBC Late Stage (UK) Limited
Page 4
Opinion
We have audited the financial statements of UBC Late Stage (UK) Limited (the 'company') for the year ended 31 December 2023 which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 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 2023 and of its profit 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.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We 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
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
UBC Late Stage (UK) Limited
Independent Auditor's Report (Continued)
To the Members of UBC Late Stage (UK) Limited
Page 5
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
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 Strategic Report or the Directors' Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept, 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 remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the Directors' Responsibilities Statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the 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.
UBC Late Stage (UK) Limited
Independent Auditor's Report (Continued)
To the Members of UBC Late Stage (UK) Limited
Page 6
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
UBC Late Stage (UK) Limited
Independent Auditor's Report (Continued)
To the Members of UBC Late Stage (UK) Limited
Page 7
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.
Our approach was as follows:
We obtained an understanding of the legal and regulatory requirements applicable to the company and considered that the most significant are the Companies Act 2006, UK financial reporting standards as issued by the Financial Reporting Council, and UK taxation legislation.
We obtained an understanding of how the company complies with these requirements by discussions with management and those charged with governance.
We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with governance.
We inquired of management and those charged with governance as to any known instances of non-compliance or suspected non-compliance with laws and regulations.
Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and those charged with governance and obtaining additional corroborative evidence as required.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
UBC Late Stage (UK) Limited
Independent Auditor's Report (Continued)
To the Members of UBC Late Stage (UK) Limited
Page 8
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 an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Paul Springfield
Senior Statutory Auditor
for and on behalf of Moore Kingston Smith LLP
30 September 2024
Chartered Accountants
Statutory Auditor
Orbital House
20 Eastern Road
Romford
Essex
RM1 3PJ
UBC Late Stage (UK) Limited
Statement of Comprehensive Income
For the year ended 31 December 2023
Page 9
2023
2022
Notes
$
$
Turnover
3
10,501,584
8,913,696
Cost of sales
(7,845,397)
(6,775,788)
Gross profit
2,656,187
2,137,908
Administrative expenses
(2,156,112)
(1,713,447)
Profit before taxation
500,075
424,461
Tax on profit
7
(168,080)
(120,130)
Profit for the financial year
331,995
304,331
The Profit and Loss Account has been prepared on the basis that all operations are continuing operations.
UBC Late Stage (UK) Limited
Balance Sheet
As at 31 December 2023
31 December 2023
Page 10
2023
2022
Notes
$
$
$
$
Fixed assets
Tangible assets
8
427,246
426,732
Investments
9
21,915
11,342
449,161
438,074
Current assets
Debtors
11
7,131,439
6,530,555
Cash at bank and in hand
124,094
106,834
7,255,533
6,637,389
Creditors: amounts falling due within one year
12
(2,371,410)
(2,069,968)
Net current assets
4,884,123
4,567,421
Total assets less current liabilities
5,333,284
5,005,495
Provisions for liabilities
Deferred tax liability
13
(41,729)
(45,935)
(41,729)
(45,935)
Net assets
5,291,555
4,959,560
Capital and reserves
Called up share capital
15
2
2
Profit and loss reserves
5,291,553
4,959,558
Total equity
5,291,555
4,959,560
The financial statements were approved by the board of directors and authorised for issue on 30 September 2024 and are signed on its behalf by:
K D Turner
Director
Company Registration No. 06776534
UBC Late Stage (UK) Limited
Statement of Changes in Equity
For the year ended 31 December 2023
Page 11
Share capital
Profit and loss reserves
Total
$
$
$
Balance at 1 January 2022
2
4,655,227
4,655,229
Year ended 31 December 2022:
Profit and total comprehensive income for the year
-
304,331
304,331
Balance at 31 December 2022
2
4,959,558
4,959,560
Year ended 31 December 2023:
Profit and total comprehensive income for the year
-
331,995
331,995
Balance at 31 December 2023
2
5,291,553
5,291,555
UBC Late Stage (UK) Limited
Notes to the Financial Statements
For the year ended 31 December 2023
Page 12
1
Accounting policies
Company information
UBC Late Stage (UK) Limited is a private company limited by shares incorporated in England and Wales. The registered office is 12 New Fetter Lane, London, EC4A 1JP.
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.
The financial statements are prepared in US Dollars, which is the functional currency of the company. Monetary amounts 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.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues
Section 26 ‘Share based Payment’ Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’ Compensation for key management personnel.
The financial statements of the company are consolidated in the financial statements of ACP Ulysses Holdings Inc. These consolidated financial statements are available from its registered office, 12 New Fetter lane, London, EC4A 1JP.
The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.
UBC Late Stage (UK) Limited is a wholly owned subsidiary of United BioSource Holding (UK) Limited and the results of UBC Late Stage (UK) Limited are included in the consolidated financial statements of ACP Ulysses Holdings, Inc which are available from 12 New Fetter Lane, London, EC4A 1JP.
UBC Late Stage (UK) Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
1
Accounting policies
(Continued)
Page 13
1.2
Going concern
Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The intermediate parent company, ACP Ulysses Holdings Inc, have commited to continue providing financial support to meet the company's working capital requirements for a period of at least one year from the date of approval of the financial statements, and has also confirmed that they will not call in amounts owed to the group by the company for at least that period. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.3
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.
Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.
1.4
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
Over the remaining term of the lease
Fixtures and fittings
7 years straight line
Computer Equipment
5 years straight line
Office Equipment
5 years 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.
1.5
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.
UBC Late Stage (UK) Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
1
Accounting policies
(Continued)
Page 14
1.6
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.
1.7
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.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
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.
UBC Late Stage (UK) Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
1
Accounting policies
(Continued)
Page 15
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 payments 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. Amounts 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.
Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.8
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.
1.9
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.
UBC Late Stage (UK) Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
1
Accounting policies
(Continued)
Page 16
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.
1.10
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.
1.11
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.12
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 leases asset are consumed.
1.13
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 in the period are included in profit or loss.
UBC Late Stage (UK) Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
Page 17
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Tangible fixed assets
The annual depreciation charge for property, plant and equipment is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets. See note 8 for the carrying amount of the property, plant and equipment and note 1.4 for the useful economic lives for each class of asset.
3
Turnover
2023
2022
$
$
Turnover analysed by geographical market
United Kingdom
10,501,584
8,913,696
4
Operating profit
2023
2022
Operating profit for the year is stated after charging:
$
$
Exchange losses
220,971
146,220
Depreciation of owned tangible fixed assets
83,964
79,972
Operating lease charges
13,697
123,161
UBC Late Stage (UK) Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
Page 18
5
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
$
$
For audit services
Audit of the financial statements of the company
52,556
-
Previous auditor fees for the financial statements of the company
68,659
68,129
121,215
68,129
For other services
Other taxation services
56,285
125,753
All other non-audit services
29,406
5,909
85,691
131,662
6
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Project Management
12
30
Site Monitoring
24
21
Finance
1
1
Human Resources and administration
7
6
Pharmacovigilance
29
-
Total
73
58
Their aggregate remuneration comprised:
2023
2022
$
$
Wages and salaries
5,899,156
4,289,196
Social security costs
919,351
838,279
Pension costs
480,072
458,252
7,298,579
5,585,727
UBC Late Stage (UK) Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
Page 19
7
Taxation
2023
2022
$
$
Current tax
UK corporation tax on profits for the current period
96,839
52,020
Foreign current tax on profits for the current period
75,447
41,635
Total current tax
172,286
93,655
Deferred tax
Origination and reversal of timing differences
(4,206)
26,475
Total tax charge
168,080
120,130
On 1 April 2023 the standard rate of Corporation Tax in the UK changed from 19% to 25%. For the year ended 31 December 2023 this gives rise to an applicable rate of Corporation tax of 23.52%.
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
2023
2022
$
$
Profit before taxation
500,075
424,461
Expected tax charge based on the standard rate of corporation tax in the UK of 23.52% (2022: 19.00%)
117,618
80,648
Tax effect of expenses that are not deductible in determining taxable profit
11
5,269
Adjustments in respect of prior years
5,238
Effect of overseas tax rates
53,217
27,859
Foreign exchange differences
2,304
Effects of changes to the tax charge on deferred tax
53
1,116
Fixed asset timing differences
(5,123)
Taxation charge for the year
168,080
120,130
UBC Late Stage (UK) Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
Page 20
8
Tangible fixed assets
Leasehold improvements
Fixtures and fittings
Computer Equipment
Office Equipment
Total
$
$
$
$
$
Cost
At 1 January 2023
244,427
80,813
217,032
157,003
699,275
Additions
84,990
84,990
Disposals
(1,228)
(1,228)
At 31 December 2023
244,427
80,813
300,794
157,003
783,037
Depreciation and impairment
At 1 January 2023
20,426
9,679
87,571
154,867
272,543
Depreciation charged in the year
24,674
11,544
46,891
855
83,964
Eliminated in respect of disposals
(716)
(716)
At 31 December 2023
45,100
21,223
133,746
155,722
355,791
Carrying amount
At 31 December 2023
199,327
59,590
167,048
1,281
427,246
At 31 December 2022
224,001
71,134
129,461
2,136
426,732
9
Fixed asset investments
2023
2022
Notes
$
$
Investments in subsidiaries
10
21,915
11,342
Movements in fixed asset investments
Shares in subsidiaries
$
Cost or valuation
At 1 January 2023
11,342
Additions
10,573
At 31 December 2023
21,915
Carrying amount
At 31 December 2023
21,915
At 31 December 2022
11,342
UBC Late Stage (UK) Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
Page 21
10
Subsidiaries
Details of the company's subsidiaries at 31 December 2023 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
United BioSource (Italy) S.R.L
United Biosource Italy Srl, via Borgogna 8, 20122 Milano, Italy
Ordinary / Common Shares
100.00
11
Debtors
2023
2022
Amounts falling due within one year:
$
$
Trade debtors
320,253
66,461
Amounts owed by group undertakings
6,174,146
5,160,612
Other debtors
185,791
939,214
Prepayments and accrued income
451,249
364,268
7,131,439
6,530,555
12
Creditors: amounts falling due within one year
2023
2022
$
$
Trade creditors
743,399
689,956
Amounts owed to group undertakings
392,000
588,826
Corporation tax
117,359
40,072
Accruals and deferred income
1,118,652
751,114
2,371,410
2,069,968
13
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:
Liabilities
Liabilities
2023
2022
Balances:
$
$
Accelerated capital allowances
41,729
45,935
UBC Late Stage (UK) Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
13
Deferred taxation
(Continued)
Page 22
2023
Movements in the year:
$
Liability at 1 January 2023
45,935
Credit to profit or loss
(4,206)
Liability at 31 December 2023
41,729
The deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.
14
Retirement benefit schemes
2023
2022
Defined contribution schemes
$
$
Charge to profit or loss in respect of defined contribution schemes
480,072
458,252
The company operates a defined contribution pension scheme for all qualifying employees. 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.
15
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
$
$
Issued and fully paid
Ordinary Shares of £1 each
1
1
2
2
16
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
2023
2022
$
$
Within one year
136,280
Between two and five years
408,841
428,550
In over five years
545,122
446,050
1,090,243
874,600
UBC Late Stage (UK) Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
Page 23
17
Related party transactions
The company has taken advantage of the exemption in Financial Reporting Standard 102 Section 33.1A from the requirement to disclose transactions with group companies on the grounds that all entities which were party to such transactions are wholly owned members of the group.
18
Ultimate controlling party
The immediate parent company is United BioSource Holding (UK) Limited. Their registered address is 12 New Fetter Lane, London, EC4A 1JP.
The ultimate parent companies are Avista Healthcare Partners VI LP and Avista Healthcare Partners (Offshore) VI LP.
ACP Ulysses Holdings Inc., a company registered in United States of America, is the parent of the smallest and largest group to consolidate these financial statements. These financial statements may be obtained from 12 New Fetter Lane, London, EC4A 1JP.
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