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Registered number: 02301779









FEMCARE LIMITED









FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE YEAR ENDED 31 DECEMBER 2023

 
FEMCARE LIMITED
REGISTERED NUMBER: 02301779

BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 4 
781,610
1,105,352

Tangible assets
 5 
2,178,013
2,297,048

  
2,959,623
3,402,400

Current assets
  

Stocks
  
302,664
263,860

Debtors: amounts falling due within one year
 6 
21,076,279
21,109,263

Cash at bank and in hand
 7 
1,378,055
2,435,734

  
22,756,998
23,808,857

Creditors: amounts falling due within one year
 8 
(501,386)
(388,524)

Net current assets
  
 
 
22,255,612
 
 
23,420,333

  

Net assets
  
25,215,235
26,822,733


Capital and reserves
  

Called up share capital 
  
29,520
29,520

Capital redemption reserve
 9 
24,980
24,980

Other reserves
 9 
119,866
98,717

Profit and loss account
 9 
25,040,869
26,669,516

  
25,215,235
26,822,733


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 profit and loss account 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: 

................................................
K L Cornwell
Director

Date: 25 September 2024

The notes on pages 3 to 12 form part of these financial statements.
Page 1

 
FEMCARE LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Capital redemption reserve
Other reserves
Profit and loss account
Total equity

£
£
£
£
£

At 1 January 2022
29,520
24,980
84,334
26,450,522
26,589,356


Comprehensive income for the year

Profit for the year
-
-
-
576,392
576,392


Other comprehensive income for the year
-
-
-
-
-


Total comprehensive income for the year
-
-
-
576,392
576,392


Contributions by and distributions to owners

Dividends: Equity capital
-
-
-
(357,398)
(357,398)

Credit relating to equity-settled share-based payments
-
-
14,383
-
14,383


Total transactions with owners
-
-
14,383
(357,398)
(343,015)


At 1 January 2023
29,520
24,980
98,717
26,669,516
26,822,733


Comprehensive income for the year

Profit for the year
-
-
-
711,647
711,647


Other comprehensive income for the year
-
-
-
-
-


Total comprehensive income for the year
-
-
-
711,647
711,647


Contributions by and distributions to owners

Dividends: Equity capital
-
-
-
(2,340,294)
(2,340,294)

Credit relating to equity-settled share-based payments
-
-
21,149
-
21,149


Total transactions with owners
-
-
21,149
(2,340,294)
(2,319,145)


At 31 December 2023
29,520
24,980
119,866
25,040,869
25,215,235


The notes on pages 3 to 12 form part of these financial statements.
Page 2

 
FEMCARE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Femcare Limited, the Company, is a company incorporated in the United Kingdom under the Companies Act.
The Company is a private Company limited by shares and is registered in England and Wales. The address of the Company's registered office is 32 Premier Way, Romsey, Hampshire, SO51 9DQ.
The principal activity of the Company in the period under review was that of the design, manufacture and global distribution of medical implants, instrumentation, equipment and consumables, primarily in the fields of urology, gynaecology and general surgery. There were no  significant changes in the Company's principal activity in the year under review. The directors are not aware, as at the date of this report, of any significant changes in the Company's activities in the forthcoming year.
The accounts are presented in pounds sterling, which is the functional currency of the Company, and rounded to the nearest £.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies.

There are no critical judgments or estimates that affect these financial statements.

The following principal accounting policies have been applied:

 
2.2

Going concern

After making enquiries, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. The Company therefore continues to adopt the going concern basis in preparing its financial statements.

Page 3

 
FEMCARE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.3

Revenue

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:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Company has transferred the significant risks and rewards of ownership to the buyer;
the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

 
2.4

Intangible assets

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 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 Profit and Loss Account over its useful economic life.

Other intangible assets

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.

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:

Patents
-
20
years
Goodwill
-
20
years
Website domains
-
10
years

 
2.5

Tangible fixed assets

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.

Page 4

 
FEMCARE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.5
Tangible fixed assets (continued)

Land is not depreciated. Depreciation on other assets is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Freehold property
-
40 years
Freehold improvements
-
10 - 15 years
Plant and machinery
-
20% straight line
Motor vehicles
-
25% straight line
Tooling (includes cost of validation)
-
10% straight line
Fixtures and fittings
-
20% straight line
Computer equipment
-
33% straight line

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 profit or loss.

 
2.6

Stocks

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 weighted average basis. Work in progress and finished goods include labour and attributable overheads.
At each balance sheet 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.

 
2.7

Debtors

Short term debtors are measured at transaction price, less any impairment.

 
2.8

Cash and cash equivalents

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.

 
2.9

Creditors

Short term creditors are measured at the transaction price.

 
2.10

Government grants

Grants of a revenue nature are recognised in the Profit and Loss Account in the same period as the related expenditure.

Page 5

 
FEMCARE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.11

Foreign currency translation

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 Profit and Loss Account except when deferred in other comprehensive income as qualifying cash flow hedges.

 
2.12

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

 
2.13

Share-based payments

Share options are granted by the parent to its group employees. The value of these share based payments is measured at the date of grant based on the Black-Scholes method. The value so determined is expensed to the profit and loss account over the vesting period based on an estimate of shares that will eventually vest.

 
2.14

Pensions

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 Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.

 
2.15

Holiday pay accrual

A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the balance sheet date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the balance sheet date.

Page 6

 
FEMCARE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.16

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. 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 balance sheet date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet 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; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

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 balance sheet date.

 
2.17

Research and development

Expenditure on research and development is charged to the profit and loss account in the year in which it is incurred. When a new product has passed the development stage and goes into commercial production, the costs of production tooling and tooling validation, to the extent that in the directors opinion profits from the product will cover costs, the costs are capitalised and depreciated over 10 years or the expected life of the product if shorter from the commencement of commercial sales.


3.


Employees

The average monthly number of employees, including directors, during the year was 11 (2022 - 11).

Page 7

 
FEMCARE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

4.


Intangible assets




Patents
Website domains
Goodwill
Total

£
£
£
£



Cost


At 1 January 2023
96,309
12,500
6,401,269
6,510,078



At 31 December 2023

96,309
12,500
6,401,269
6,510,078



Amortisation


At 1 January 2023
30,452
12,500
5,361,774
5,404,726


Charge for the year on owned assets
3,678
-
320,064
323,742



At 31 December 2023

34,130
12,500
5,681,838
5,728,468



Net book value



At 31 December 2023
62,179
-
719,431
781,610



At 31 December 2022
65,857
-
1,039,495
1,105,352

The useful life of patents and website domains is based on the expected use of those acquired patents and website domains.
Amortisation is included in administrative expenses.



Page 8

 
FEMCARE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

5.


Tangible fixed assets





Freehold land and property
Plant and machinery, tooling & motor vehicles
Fixtures and fittings, computer and other equipment
Total

£
£
£
£



Cost or valuation


At 1 January 2023
2,911,068
368,280
166,622
3,445,970


Additions
-
8,316
-
8,316


Disposals
-
(3,721)
-
(3,721)



At 31 December 2023

2,911,068
372,875
166,622
3,450,565



Depreciation


At 1 January 2023
630,848
362,239
155,835
1,148,922


Charge for the year on owned assets
121,699
-
-
121,699


Disposals
-
-
1,931
1,931



At 31 December 2023

752,547
362,239
157,766
1,272,552



Net book value



At 31 December 2023
2,158,521
10,636
8,856
2,178,013



At 31 December 2022
2,280,220
6,041
10,787
2,297,048
Page 9

 
FEMCARE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

6.


Debtors

2023
2022
£
£


Trade debtors
218,656
198,729

Amounts owed by group undertakings
20,775,906
20,834,276

Other debtors
14,861
7,380

Prepayments and accrued income
61,872
65,148

Deferred taxation
4,984
3,730

21,076,279
21,109,263



7.


Cash and cash equivalents

2023
2022
£
£

Cash at bank and in hand
1,378,055
2,435,734



8.


Creditors: Amounts falling due within one year

2023
2022
£
£

Trade creditors
44,503
18,688

Amounts owed to group undertakings
184,552
82,046

Corporation tax
71,305
113,384

Other taxation and social security
110,301
102,522

Other creditors
34,994
36,797

Accruals and deferred income
55,731
35,087

501,386
388,524


Page 10

 
FEMCARE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

9.


Reserves

Capital redemption reserve

The capital redemption reserve represents funds relating to the redemption of share capital.

Other reserves

The reserve relates to charges in respect of the group share option scheme for employees.

Profit and loss account

The profit and loss reserve represents cumulative profits or losses, net of dividends paid.


10.


Share-based payments

Directors and employees of the Company are eligible to receive grants under the Utah Medical Products,
Inc. (UTMD) stock option plans.
All options granted under the plans are granted at current market value at the date of grant, and may be
exercised between nine months and ten years following the date of grant. The plans are intended to
advance the interest of the Group by attracting and ensuring retention of competent directors, employees
and executive personnel, and to provide incentives to those individuals to devote their utmost efforts to
the advancement of shareholder value. All UTMD options vest over a four year service period.
A summary of UTMD option activity since 1 January 2022 is shown below

Weighted average exercise price (pence)
2023
Number
2023
Weighted average exercise price
(pence)
2022
Number
2022

Outstanding at the beginning of the year

51.18

7,987

48.27
 
5,049
 
Granted during the year

60.53

1,400

68.48
 
4,200
 
Exercised during the year

38.63

(375)

27.61
 
(1,250)
 
Expired during the year

-

-

27.61
 
(12)
 
Outstanding at the end of the year
50.06

9,012

54.03
 
7,987
 

The fair value of the share options at the grant date was calculated using the Black Scholes model which
is considered to be the most appropriate generally accepted valuation method of measuring fair value.
An expense of £21,149 (2022: £14,383) has been included within the profit and loss account relating to share based payments.



Page 11

 
FEMCARE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

11.


Contingent liabilities

The company's bankers JPMorganChase have in place a $20,000 continual security over the company's assets.


12.


Pension commitments

The company operates a defined contribution 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 £21,344 (2022: £19,154). Contributions totalling £Nil (2022: £Nil) were payable to the fund at the balance sheet date.


13.


Ultimate parent company

The immediate parent company is Femcare Group Limited a company incorporated in England and Wales, registered office 32 Premier Way, Romsey, Hampshire, SO51 9DQ.
The Company's ultimate parent company is Utah Medical Products, Inc., a company incorporated in the United States of America and listed on the NASDAQ stock exchange, registered office 7043 South 300 West, Midvale, UT 84047-1048. The consolidated financial statements are available from www.utahmed.com.
The smallest and largest group in which this company is included is that of Utah Medical Products, Inc.


14.


Auditor's information

The auditor's report on the financial statements for the year ended 31 December 2023 was unqualified.

The audit report was signed on 26 September 2024 by Anthony Campbell (Senior Statutory Auditor) on behalf of Nortons Assurance Limited.

 
Page 12