Registered number:
FOR THE YEAR ENDED 31 MARCH 2024
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FUJIFILM SONOSITE LTD
COMPANY INFORMATION
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FUJIFILM SONOSITE LTD
CONTENTS
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FUJIFILM SONOSITE LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2024
The Directors present their strategic report for the year ended 31 March 2024.
The results of the Company for the year show an increase on ordinary activities before tax of £674,666 (2023: £472,126). The shareholders' funds for the Company total £4,452,378 (2023: £3,909,161).
The UK has seen strong demand for our Ultrasound systems, and we have done very well as a Team to keep brand loyalty and interest in our POC range of machines. This strong demand however has been strongly limited due to the budget cuts and long process for our customers to secure funding from NHS Hospital management and finance teams. With the pressure on the NHS, budget restrictions in the UK, volatility within 2 governments, and now a new government making large changes within the entire NHS, it is no wonder we have seen every customer looking to order our equipment, face strong opposition to secure funding from their relevant Hospitals. This has resulted in larger than usual delays with orders coming through to order, and struggles to forecast accurately to when these orders actually land with us as physical orders. We are seeing the UK business become more and more cyclical, with increased levels of orders towards the end of each FY. Strong demand from NHS Supply Chain has helped the UK, as has the good working relationships we have the NHSSC and the trust they have with FFSS. We are still UK market leaders, and business will continue to grow each year, but the daily challenges of funding allocations will remain for some time to come.
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FUJIFILM SONOSITE LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
The Company's success is dependent on the Parent Company, maintaining, developing and executing on its competitive advantage in the point of care Ultrasound market.
The principal risks and uncertainties of the Company relate to financial instruments, risk management objectives and policies. The Company does not use derivative financial instruments for speculative or any other purposes. The Company’s operations expose it to a number of financial risks including cashflow risk, credit risk, and liquidity risk. The directors review and agree policies for managing each of these risks and they are summarised below: Cashflow risk The Company operates on an intercompany royalty revenue model and is therefore fully funded by the other group entities. Credit risk The company’s credit risk is primarily attributable to its trade receivables. The amounts presented in the balance sheet are net of its doubtful receivables. The company has no significant concentration of risk, with exposure spread over a large number of counterparties and customers. Liquidity risk Prudent liquidity risk management implies maintaining sufficient cash and the availability of funding through an adequate amount of committed credit. Due to the nature of the business the Company has minimal liquidity risk and cash flows are managed on a daily basis. Foreign exchange risk The company does make purchases outside the United Kingdom and therefore can be exposed to movements in exchange rates. The company seeks to minimise the currency risk by purchasing in sterling from the parent’s undertaking. Competition risk Competition within the NHS is increasing, especially from lower price point manufacturers and multi modality vendors that are offering managed equipment services, but the company continues to discuss everyday complex needs of clinicians, patients and Hospitals, offering reliable long term solutions within the POC Ultrasound sector. Competition in the handheld Ultrasound market is increasing with many manufacturers offering smaller units as a solution, but FFSS are successfully differentiating our products from this crowded and very price sensitive market sector. The customers that do purchase from them, usually complain about the image degrading or the lack of support when a product fails. This is still an area FFSS succeeds in and with our heritage and brand loyalty, it is still winning in most head to head situations. The POC market will only get more competitive as time goes on.
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FUJIFILM SONOSITE LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
The Company consider the following as the key financial performance indicators:
Sales (loss) / growth: (19)% (2024), 25% (2023) The Company experienced more revenue in FY23 thanks to the introduction of the PX ultrasound product and strong demand for point of care ultrasound due to COVID.. Operating margin: 6.21% (2024), 3.72% (2023) This is a direct result of the intercompany transfer pricing agreement and keepwell memo that are in place for the group. Day sales outstanding: 94 (2024), 70 (2023) The company continues to improve AR collections.
Given the nature of the business in that the majority of the turnover is the sale of ultrasound machines, the Company's directors are of the opinion that analysis using other KPI's is not necessary for an undertaking of the development, performance or position of the business.
This report was approved by the board and signed on its behalf.
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FUJIFILM SONOSITE LTD
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 MARCH 2024
The director presents his report and the financial statements for the year ended 31 March 2024.
The director is responsible for preparing the Strategic Report, the Director's Report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the director is required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The director is 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 to enable him to ensure that the financial statements comply with the Companies Act 2006. He is 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.
The profit for the year, after taxation, amounted to £543,217 (2023 - £288,152).
No dividends will be distributed for the year ended 31 March 2024 (2023 - £nil).
On 1 November 2024 the directors proposed a dividend of £1,500,000 which was paid on 7 November 2024.
The director who served during the year was:
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FUJIFILM SONOSITE LTD
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
As a company, although we have a strong brand built on reliability and robustness, our main competitor in the UK is heavily pushing AI technology, especially within cardiac and ICU situations. FFSS is working on AI technology, and when it comes, it will indeed massively help the UK market, but as a Team we are combating this with questions about what exactly the customer wants with AI, and often we already provide these solutions. Our future developments, specifically with the EII replacement and new technology coming will stead us in good foundations for there the UK Market is heading. We will still struggle with funding and budget restraints, but I believe the message of "you get what you pay for" in life will be the main winning message for the UK NHS and Private sector over the next few years. We are also seeing more and more NHS Trusts looking to rent or lease machines, so I think as a company, the more fiscal companies we can be linked to, the more likely we will win business via this expanding finance route.
There have been no significant events affecting the Company since the year end.
The auditor, Nortons Assurance Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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FUJIFILM SONOSITE LTD
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF FUJIFILM SONOSITE LTD
We have audited the financial statements of Fujifilm Sonosite Ltd (the 'Company') for the year ended 31 March 2024, which comprise the Profit and Loss Account, the Balance Sheet, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
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 United Kingdom, including the Financial Reporting Council'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.
In auditing the financial statements, we have concluded that the director's 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 director with respect to going concern are described in the relevant sections of this report.
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FUJIFILM SONOSITE LTD
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF FUJIFILM SONOSITE LTD (CONTINUED)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's Report thereon. The director is 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.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic Report and the Director's Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Director's Report have been prepared in accordance with applicable legal requirements.
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 Director's Report.
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FUJIFILM SONOSITE LTD
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF FUJIFILM SONOSITE LTD (CONTINUED)
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.
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 to 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; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management. Our approach was as follows: • We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and determined that the most significant frameworks which are directly relevant to specific assertions in the financial statements are those that relate to the reporting framework including the Companies Act 2006 and the relevant tax compliance regulations in the UK. • We understood how the Company is complying with those frameworks by making enquiries of management and those responsible for legal and compliance procedures. • We assessed the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur by discussing with management to understand where it considered there was a susceptibility to fraud. We considered the controls that the Company has established to address risks identified, or that otherwise prevent, deter and detect fraud; and how senior management monitors those programmes and controls. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included testing manual journals and were designed to provide reasonable assurance that the financial statements were free from fraud and error. • Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations identified in the paragraphs above. Our procedures involved journal entry testing, with a focus on journals indicating large or unusual transactions based on our understanding of the business, enquiries of Company management and focused testing. In addition, we completed procedures to conclude on the compliance of the disclosures in the Annual Report and Accounts with the requirements of the relevant accounting standards and UK legislation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's Report.
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FUJIFILM SONOSITE LTD
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF FUJIFILM SONOSITE LTD (CONTINUED)
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.
for and on behalf of
Statutory Auditor
Second Floor
NOW Building
Thames Valley Park
Berkshire
RG6 1RB
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FUJIFILM SONOSITE LTD
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 MARCH 2024
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FUJIFILM SONOSITE LTD
REGISTERED NUMBER: 04104159
BALANCE SHEET
AS AT 31 MARCH 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 13 to 25 form part of these financial statements.
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FUJIFILM SONOSITE LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024
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FUJIFILM SONOSITE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
Fujifilm Sonosite Ltd 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 Fujifilm House, Whitbread Way, Bedford, Bedfordshire, England, MK42 0ZE.
The principal activity of the company in the year under review was that of distribution of ultrasound machines.
2.Accounting policies
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 management to exercise judgment in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7;
∙the requirement of paragraph 24(b) of IFRS 6 Exploration for and Evaluation of Mineral Resources to disclose the operating and investing cash flows arising from the exploration for and evaluation of mineral resources (when applying this standard in accordance with paragraph 34.11 of FRS 102).
This information is included in the consolidated financial statements of Fujifilm Holdings Corporation as at 31 March 2024 and these financial statements may be obtained from 7-3, Akasaka 9-chome, Minato-ku, Tokyo, 107-0052, Japan..
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FUJIFILM SONOSITE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
2.Accounting policies (continued)
The directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. This expectation is based on the arrangement with FUJIFILM SonoSite Inc. the Company's parent, to provide financial support to the Company to enable it to settle its debts as they fall due for a period of not less than a year from the date of the approval of the financial statements.
In summary, FFSS is in a very sound financial position and expected to improve its financial performance with the high-tech products being strongly demanded within the expanding POC Ultrasound market.
Functional and presentation currency
Transactions and balances
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FUJIFILM SONOSITE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
2.Accounting policies (continued)
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FUJIFILM SONOSITE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
2.Accounting policies (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
The estimated useful lives range as follows:
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.
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FUJIFILM SONOSITE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
2.Accounting policies (continued)
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” 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.
Basic financial assets
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
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 the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
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FUJIFILM SONOSITE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. Management makes estimates, judgments and assumptions in determining provisions, the realisability of deferred tax assets and the collectability of accounts receivable. Management believes that the estimates, judgments and assumptions upon which it relies are reasonable based on information available at the time that these estimates, judgments, and assumptions are made.
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FUJIFILM SONOSITE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
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FUJIFILM SONOSITE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
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FUJIFILM SONOSITE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
10.Taxation (continued)
Following the 2021 Budget announcement, the rate of corporation tax will be increased from 19% to 25%
from 1 April 2023. Accordingly, profits earned in future periods will be taxed at 25% rather than 19% and any deferred tax assets or liabilities will be revalued reflecting the latest enacted rate.
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FUJIFILM SONOSITE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
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FUJIFILM SONOSITE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
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FUJIFILM SONOSITE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
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FUJIFILM SONOSITE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
Profit and loss account
It has been identified that proceeds received on assets disposed of were historically included within revenue. This error impacted the accounts for the year ended 31 March 2023 and that revenue was overstated by £296,829 and admin costs were overstated by the same amount. An adjustment has been made to the 31 March 2023 comparatives to reflect this.
This was no impact on the profit and the reserves for the year to March 2023 once the adjustments were reflected in the financial statements.
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 £109,785 (2023 - £121,655). Contributions totalling £12,021 (2023 - £6,000) were payable to the fund at the balance sheet date and are included in creditors.
The directors consider there to be
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