The following excerpt is from the company's
SEC filing.
2015)
B G Morton (Resigned September 4
L T Clay (Resigned September 4
E D K Mott (Resigned September 4
H St P Parry
Dr C G J Richards (Resigned September 4
W G McAfee (Resigned September 4
Dr C Towler (Resigned September 4
Christian Ulrich (Appointed September 4
2015)
Rick Sterling (Appointed September 4
Company secretary
W J R Fleming (Resigned September 4
Registered number
04512301
Registered office
Second Floor, Park Gate
25 Western Avenue
Milton Park
Abingdon
OXFORD
OX14 4SH
Independent
auditors
PricewaterhouseCoopers LLP
One Reading Central
23 Forbury Road
READING
RG1 3JH
Bankers
Santander Corporate & Commercial Banking
Santander UK plc
1st Floor, 121 St Aldates
OX1 1HB
HSBC Bank Plc
16 Cornmarket Street
OX1 3HY
Solicitors
Wilmer Hale
Oxitec Limited
Contents
Page(s)
Independent Auditors’ Report
Consolidated Profit and Loss Account
Consolidated Statement of Total Recognised Gains and Losses
Consolidated Balance Sheet
Consolidated Cash Flow Statement
Reconciliation of Net Cash Flow to Movement in Net Debt
Notes to the Consolidated Financial Statements
To the Board of Directors of Oxitec Limited
We have audited the accompanying consolidated financial
statements of Oxitec Limited and its subsidiaries, which comprise
the consolidated balance sheet as of 31 December 2014, and the
related consolidated profit and loss account, statement of total
recognised gains and losses, cash flow statement, reconciliation of
net cash flow to movement in net debt, and notes to the financial
statements for the year then ended.
Management's Responsibility for the Consolidated Financial
Statements
Management is responsible for the preparation and fair
presentation of the consolidated financial statements in accordance
with the Financial Reporting Standard for Smaller Entities
(Effective April 2008) and the Companies Act 2006 applicable to
small groups (together “United Kingdom Generally Accepted
Accounting Practice applicable to Smaller Entities”); this includes
the design, implementation, and maintenance of internal control
relevant to the preparation and fair presentation of consolidated
financial statements that are free from material misstatement,
whether due to fraud or error.
Auditor's Responsibility
Our responsibility is to express an opinion on the consolidated
financial statements based on our audits. We conducted our audits
in accordance with auditing standards generally accepted in the
United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free from material
misstatement.
An audit involves performing procedures to obtain audit evidence
about the amounts and disclosures in the consolidated financial
statements. The procedures selected depend on our judgment,
including the assessment of the risks of material misstatement of
the consolidated financial statements, whether due to fraud or
error. In making those risk assessments, we consider internal
control relevant to the Company's preparation and fair presentation
of the consolidated financial statements in order to design audit
procedures that are appropriate in the circumstances, but not for
the purpose of expressing an opinion on the effectiveness of the
Company's internal control. Accordingly, we express no such
opinion. An audit also includes evaluating the appropriateness of
accounting policies used and the reasonableness of significant
accounting estimates made by management, as well as evaluating the
overall presentation of the consolidated financial statements. We
believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the consolidated financial statements referred
to above:
give a true and fair view of the state of the Company’s affairs
as at 31 December 2014 and of its loss and cash flows for the year
then ended; and
have been properly prepared in accordance with United Kingdom
Generally Accepted Accounting Practice applicable to Smaller
Entities.
Emphasis of matter
We draw attention to Note 22, which reconciles the results for
the period from United Kingdom Generally Accepted Accounting
Practice applicable to Smaller Entities (FRSSE) to accounting
principles generally accepted in the United States of America (US
GAAP). Significant differences exist between United Kingdom
Generally Accepted Accounting Practice applicable to Smaller
Entities and US GAAP. Our opinion is not modified with respect to
this matter.
Other matter
We draw attention to the fact that these financial statements
have not been prepared under section 394 of the Companies Act 2006
and are not the company’s statutory financial statements.
/s/ PricewaterhouseCoopers LLP
Reading, United Kingdom
9 September 2015
For the year ended 31 December 2014
Turnover
Administrative expenses
(4,810,460)
Other operating income
525,683
Operating loss
(4,284,777)
Interest receivable and similar income
13,004
Interest payable and similar charges
(99,378)
Loss on ordinary activities before taxation
(4,371,151)
Tax credit on loss on ordinary activities
379,587
Loss for the financial year
(3,991,564)
All results relate to continuing operations.
There are no material differences between the loss on ordinary
activities before taxation and the loss for the financial year
stated above and their historical cost equivalents.
The notes on pages 9 to 21 form part of these financial
statements.
Exchange losses on foreign currency translation
(79,667)
Total recognised losses relating to the year
(4,071,231)
As at 31 December 2014
Fixed assets
Tangible assets
692,793
Investments
13,347
706,140
Current assets
Debtors
527,100
754,142
Cash at bank and in hand
2,676,497
3,957,739
Creditors
amounts falling due within one year
(4,747,715)
Net current liabilities
(789,976)
Total assets less current liabilities
(83,836)
Net liabilities
Capital and reserves
Called up share capital
Share premium account
20,790,841
Profit and loss account
(20,881,338)
Total shareholders' deficit
Net cash outflow from operating activities
(4,050,558)
Returns on investment and servicing of finance
Interest received
Net cash inflow from returns on investments and servicing of
finance
Tax received
Capital expenditure and financial investment
Purchases of tangible fixed assets
(552,072)
Increase in investment in Genefirst Limited
(5,091)
Net cash outflow for capital expenditure and financial
investment
(557,163)
Net cash outflow before use of liquid resources and
financing
(4,218,792)
Management of liquid resources
Purchases of short term deposits
(754,142)
Net cash outflow from management of liquid resources
Financing
Issue of ordinary share capital
6,040,816
Increase in borrowings
177,976
Net cash inflow from financing
6,218,792
Increase in cash and cash equivalents
1,245,858
Reconciliation of net cash flow to movement in net debt
Movement in liquid resources
Movement in borrowings
(177,976)
Other non-cash changes
Change in net debt
1,722,646
Net debt at the beginning of the year
(2,131,964)
Net debt at the end of the year
(409,318)
1. Accounting policies
Principal activities
The principal activity of Oxitec Limited (the “Company”) and
subsidiaries (“the Group”, “Oxitec”or “we”) during the year was
research and development in biotechnology. Oxitec is a pioneer in
controlling insects that spread disease and damage crops. Through
world class science we have developed an innovative new solution to
controlling harmful insect pests.
Basis of preparation of financial statements
These financial statements have been prepared solely for the
purpose of meeting the requirements of U.S. Securities and Exchange
Commission (“SEC”) Rule 3-05 of Regulation S-X following the
acquisition of Oxitec by Intrexon Corporation (“Intrexon”) on 27
August 2015. These financial statements are not the statutory
financial statements of the Company or Group. Accordingly, these
financial statements do not present information on Oxitec Limited
as a separate legal entity. These non-statutory financial
statements have been prepared in accordance with the Financial
Reporting Standard for Smaller Entities (Effective April 2008) and
the Companies Act 2006 applicable to small groups (United Kingdom
Generally Accepted Accounting Practice applicable to Smaller
Entities) which have been applied consistently (except as otherwise
stated).
The financial statements are prepared under the...
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