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Company registration number: 11603798
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FOR THE PERIOD ENDED
31 DECEMBER 2019
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ARCHITECTURAL PANEL SOLUTIONS LIMITED
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ARCHITECTURAL PANEL SOLUTIONS LIMITED
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COMPANY INFORMATION
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P P Brough (appointed 22 October 2018)
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C Chivers (appointed 22 October 2018)
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T A Holroyd (appointed 22 October 2018)
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V P Lunn (appointed 8 July 2019)
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A Sheffield (appointed 4 October 2018)
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J E Turner (appointed 1 September 2019)
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C J Addison (appointed 4 February 2019, resigned 30 June 2019)
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S Harries (appointed 22 October 2018, resigned 4 February 2019)
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Chartered Accountants & Statutory Auditor
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ARCHITECTURAL PANEL SOLUTIONS LIMITED
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CONTENTS
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Consolidated statement of financial position
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Company statement of financial position
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Consolidated statement of changes in equity
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Company statement of changes in equity
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Notes to the financial statements
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ARCHITECTURAL PANEL SOLUTIONS LIMITED
REGISTERED NUMBER:11603798
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CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2019
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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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Creditors: amounts falling due after more than one year
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Allotted, called up and fully paid share capital
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ARCHITECTURAL PANEL SOLUTIONS LIMITED
REGISTERED NUMBER:11603798
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CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2019
The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
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 consolidated statement of income and retained earnings 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 7 to 17 form part of these financial statements.
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ARCHITECTURAL PANEL SOLUTIONS LIMITED
REGISTERED NUMBER:11603798
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COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2019
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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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Creditors: amounts falling due after more than one year
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Net assets excluding pension asset
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Allotted, called up and fully paid share capital
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Loss/(profit) for the period
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Profit and loss account carried forward
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ARCHITECTURAL PANEL SOLUTIONS LIMITED
REGISTERED NUMBER:11603798
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COMPANY STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2019
The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
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 consolidated statement of income and retained earnings 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 7 to 17 form part of these financial statements.
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ARCHITECTURAL PANEL SOLUTIONS LIMITED
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2019
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Comprehensive income for the period
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Foreign exchange differences on consolidation
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Other comprehensive income for the period
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Total comprehensive income for the period
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Shares issued during the period
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Total transactions with owners
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The notes on pages 7 to 17 form part of these financial statements.
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ARCHITECTURAL PANEL SOLUTIONS LIMITED
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COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2019
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Comprehensive income for the period
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Total comprehensive income for the period
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Contributions by and distributions to owners
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Shares issued during the period
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Total transactions with owners
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The notes on pages 7 to 17 form part of these financial statements.
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ARCHITECTURAL PANEL SOLUTIONS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2019
Architectural Panel Solutions Limited is a private company limited by shares incorporated in England and Wales. The address of the registered office is disclosed on the company information page.
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 Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies.
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of income and retained earnings in these financial statements.
The following principal accounting policies have been applied:
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of income and retained earnings from the date on which control is obtained. They are deconsolidated from the date control ceases.
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ARCHITECTURAL PANEL SOLUTIONS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2019
2.Accounting policies (continued)
The emergence and spread of COVID-19 in 2020, the associated social distancing measures and imposed travel restrictions have significantly impacted businesses globally. As a result of the pandemic, the Directors have worked to ensure the safety of the Group’s employees, to maintain the continuity of Group operations (whilst adhering to Government advice) and to minimise costs wherever possible (including making use of the various Government reliefs offered, e.g. placing staff on furlough where necessary).
The Group made a loss before tax of £423,618 for the period ended 31 December 2019. At the balance sheet date, the Group reported net current assets of £387,780 and net assets of £15,820. The losses at the year end are in line with the forecasts and expectations of the Directors. The Group is in its initial phase of growth and its reforecast financials, which are supported by a growing pipeline and orderbook, show that the Group is expected to deliver sustained profitability from Q4 2020.
Post year end the Group has successfully refinanced with its senior lender to provide additional liquidity to support its growth and the Group is expected to meet its senior lender’s revised covenants.
At this stage it is not possible to reliably forecast the full financial impact of the COVID-19 pandemic. However, the Directors are satisfied that the Group has taken all relevant measures to ensure it is able to safeguard cash flow, jobs, customers and supplies to put the Group in the best possible position to pick up on opportunities as they arise, and the Directors have demonstrated their intention to continue supporting the Group for the foreseeable future.
Based on the Group's strong post year end performance, additional funding raised and the continued careful management of the Group's finances, it is the Directors’ opinion that the going concern basis of preparation continues to be appropriate.
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ARCHITECTURAL PANEL SOLUTIONS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2019
2.Accounting policies (continued)
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Foreign currency translation
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Functional and presentation currency
The Group'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 the Consolidated statement of income and retained earnings 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 Consolidated statement of income and retained earnings within 'finance income or costs'. All other foreign exchange gains and losses are presented in the Consolidated statement of income and retained earnings within 'other operating income'.
On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.
Revenue from the sale of rainscreen cladding and fixing systems is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured, which is usually when the goods are despatched to the customer and the significant risks and rewards of ownership have transferred. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.
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Operating leases: the Group as lessee
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Rentals paid under operating leases are charged to the Consolidated statement of income and retained earnings on a straight line basis over the lease term.
Finance costs are charged to the Consolidated statement of income and retained earnings 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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ARCHITECTURAL PANEL SOLUTIONS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2019
2.Accounting policies (continued)
Defined contribution pension plan
The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.
The contributions are recognised as an expense in the Consolidated statement of income and retained earnings 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 Group in independently administered funds.
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 and the Group operate and generate income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Statement of financial position date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
s at 31 December 2019, the Company had unutilised tax losses totalling £772,147. No deferred tax asset has been provided in connection with these losses.
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ARCHITECTURAL PANEL SOLUTIONS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2019
2.Accounting policies (continued)
Goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight line basis to the Consolidated statement of income and retained earnings over its useful economic life, which is considered to be 10 years as this is the directors' best estimate of the period over which the products and knowledge acquired on transfer of trade and assets will continue to generate value for the business.
Other intangible assets
Other intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
Testing and accreditations assets represent the capitalised cost of research and development in connection with obtaining relevant fire safety accreditations for the Company's products. Testing and accreditations costs are amortised over a period of 10 years, which represents the directors' best estimate of the period for which the current regulations will remain in place and therefore the period over which the accreditations will continue to generate future cash inflows to the business.
No amortisation has been charged in the current period in respect of testing and accreditations costs, as the certifications were obtained post year end and the assets were deemed to be under construction up until that point.
Computer software assets represent the capitalised costs incurred by the company in implementing its finance and CRM systems. Computer software is amortised over a period of 5 years as this is the directors' best estimate of the period for which the software will be utilised before a replacement or upgrade is required.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
The estimated useful lives range as follows:
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Testing and accreditations
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Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
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ARCHITECTURAL PANEL SOLUTIONS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2019
2.Accounting policies (continued)
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Tangible fixed assets (continued)
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Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line and reducing balance method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Consolidated statement of income and retained earnings.
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Impairment of fixed assets and goodwill
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Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.
Investments in subsidiaries are measured at cost less accumulated impairment.
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in first out basis.
At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
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ARCHITECTURAL PANEL SOLUTIONS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2019
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The average monthly number of employees, including the directors, during the period was as follows:
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period from 4 October 2018 to
31 December
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period from 4 October 2018 to
31 December
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On acquisition of subsidiaries
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ARCHITECTURAL PANEL SOLUTIONS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2019
4.Intangible assets (continued)
All of the Group's tangible fixed assets are held in the Parent company
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ARCHITECTURAL PANEL SOLUTIONS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2019
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Investments in subsidiary companies
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The Company's investment in CEP Panels Inc was written down to its realisable value as determined by the consideration paid in a post year end disposal of 100% of its share capital.
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The following was a subsidiary undertaking of the Company:
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Omnis Panels, Inc,1717 N. Naper Blvd, Suite 100, Naperville, IL 60563, USA
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CEP Panels Inc is incorporated in the United States of America. Its results are included in these consolidated financial statements.
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ARCHITECTURAL PANEL SOLUTIONS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2019
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Prepayments and accrued income
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Creditors: Amounts falling due within one year
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Other taxation and social security
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Accruals and deferred income
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Other loans are secured by means of a fixed and floating charge over all property or undertaking of the Company.
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Creditors: Amounts falling due after more than one year
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Other loans are secured by means of a fixed and floating charge over all property or undertaking of the Company.
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ARCHITECTURAL PANEL SOLUTIONS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2019
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Amounts falling due within one year
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Amounts falling due 1-2 years
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Amounts falling due 2-5 years
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Commitments under operating leases
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At 31 December 2019 the Group and the Company had future minimum lease payments under non-cancellable operating leases as follows:
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Later than 1 year and not later than 5 years
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Post balance sheet events
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On 1 October 2020, the Company sold its 100% shareholding in CEP Panels Inc for a total consideration of $1. The value of the investment in CEP Panels Inc has been written down accordingly to a value of £1, which is considered to be an indication of its fair value at the balance sheet date.
The auditors' report on the financial statements for the period ended 31 December 2019 was unqualified.
The audit report was signed on 30 November 2020 by Caroline Milton FCA (Senior statutory auditor) on behalf of Menzies LLP.
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