Registered number: 02301779
FEMCARE LIMITED
FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE YEAR ENDED 31 DECEMBER 2023
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FEMCARE LIMITED
REGISTERED NUMBER: 02301779
BALANCE SHEET
AS AT 31 DECEMBER 2023
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Capital redemption reserve
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The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the 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:
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K L Cornwell
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The notes on pages 3 to 12 form part of these financial statements.
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FEMCARE LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
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Capital redemption reserve
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Comprehensive income for the year
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Other comprehensive income for the year
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Total comprehensive income for the year
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Contributions by and distributions to owners
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Dividends: Equity capital
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Credit relating to equity-settled share-based payments
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Total transactions with owners
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Comprehensive income for the year
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Other comprehensive income for the year
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Total comprehensive income for the year
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Contributions by and distributions to owners
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Dividends: Equity capital
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Credit relating to equity-settled share-based payments
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Total transactions with owners
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The notes on pages 3 to 12 form part of these financial statements.
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FEMCARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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
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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 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:
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.
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FEMCARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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.
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:
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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FEMCARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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Tangible fixed assets (continued)
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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:
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Tooling (includes cost of validation)
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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.
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.
Short term debtors are measured at transaction price, less any impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Short term creditors are measured at the transaction price.
Grants of a revenue nature are recognised in the Profit and Loss Account in the same period as the related expenditure.
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FEMCARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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Foreign currency translation
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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.
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.
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.
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.
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.
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FEMCARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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Current and deferred taxation
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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.
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.
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The average monthly number of employees, including directors, during the year was 11 (2022 - 11).
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FEMCARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Charge for the year on owned assets
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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.
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FEMCARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Freehold land and property
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Plant and machinery, tooling & motor vehicles
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Fixtures and fittings, computer and other equipment
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Charge for the year on owned assets
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FEMCARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Amounts owed by group undertakings
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Prepayments and accrued income
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Cash and cash equivalents
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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FEMCARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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.
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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
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Weighted average exercise price (pence)
2023
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Weighted average exercise price
(pence)
2022
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Outstanding at the beginning of the year
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Exercised during the year
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Outstanding at the end of the year
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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.
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FEMCARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
The company's bankers JPMorganChase have in place a $20,000 continual security over the company's assets.
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.
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.
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.
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