Company Registration No. 07200452 (England and Wales)
OPTIMAX CLINICS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2020
OPTIMAX CLINICS LIMITED
COMPANY INFORMATION
Director
R K Ambrose
Secretary
D Walter
Company number
07200452
Registered office
96 Bristol Road
Edgbaston
Birmingham
B5 7XJ
Auditor
Arram Berlyn Gardner LLP
30 City Road
London
EC1Y 2AB
OPTIMAX CLINICS LIMITED
CONTENTS
Page
Strategic report
1
Director's report
2 - 3
Independent auditor's report
4 - 6
Statement of comprehensive income
7
Statement of financial position
8
Statement of changes in equity
9
Notes to the financial statements
10 - 24
OPTIMAX CLINICS LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 30 JUNE 2020
- 1 -
The director presents the strategic report for the
18 month
Period ended 30 June 2020.
Review of the business
In the extended accounting period, there has been a reduction in turnover (adjusted for length of period) and a substantial reduction in operating profit, leading to a much increased pre-tax loss compared to 2018.
This is attributable to the Covid-19 pandemic, which has had a serious impact on the business. March 2020 saw loss of bookings resulting in 40% shortfall against budget, followed by complete closure of all locations continuing through to June 2020. By the end of the period, the management had initiated a successful phased reopening based on patient demand.
The director, following the advice of insolvency practitioners, put the company into a Company Voluntary Arrangement with a proposed term of 48 months, which was approved by the company’s creditors on 27/11/20. This was to protect the company from legal action on the debts built up during lockdown, largely statutory, to avoid more drastic forms of insolvency, and to facilitate a restructure of costs via staff redundancies and renegotiation of contracts including rents.
The arrangement, combined with strict control of costs, has been successful in bringing the cost base into line with current turnover and ensured a sustainable ongoing business.
The company is actively pursuing future growth opportunities, including NHS contracts for treatments which we are well equipped to perform.
Principal risks and uncertainties
The company's principal financial instruments comprise bank balances, trade creditors, trade debtors and loans to the company. The main purpose of these instruments is to raise funds for and finance the company's operations.
In respect of trade debtors the credit risk is managed through policies concerning the credit offered to customers and regular monitoring of amounts outstanding for both time and credit limits.
In respect of bank balances the liquidity risk is managed by maintaining a balance between the continuity of funding.
Trade creditors are managed in respect of liquidity risk by ensuring that sufficient funds are available to meet amounts when they fall due.
In respect of loans these represent loans from a director who is aware of the company's financing requirements and has determined that these will only be repaid, in whole or in part, when finance is available. The liquidity risk is managed by ensuring that sufficient funds are available to meet the agreed repayment dates.
Key performance indicators
The key financial highlights are as follows:
2020
2018
£
£
Turnover
20,037,236
15,779,098
Gross profit
47.68%
50.08%
Operating profit
27,704
346,880
R K Ambrose
Director
15 June 2021
OPTIMAX CLINICS LIMITED
DIRECTOR'S REPORT
FOR THE PERIOD ENDED 30 JUNE 2020
- 2 -
The director presents his annual report and financial statements for the Period ended 30 June 2020.
Principal activities
The principal activities of the company are the provision of laser eye surgical and IOL/cataract treatments.
Director
The director who held office during the Period and up to the date of signature of the financial statements was as follows:
R K Ambrose
J H Rabone
(Resigned 23 October 2020)
Results and dividends
The results for the Period are set out on page 7.
No ordinary dividends were paid. The director does not recommend payment of a final dividend.
Future developments
The company will continue to focus its growth into Inter Ocular Lens and Cataract Procedures whilst investing in new facilities to meet this demand.
Auditor
The auditors, Arram Berlyn Gardner LLP, are deemed to be reappointed under section 487(2) of the Companies Act 2006.
Statement of director's responsibilities
The director is responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the director is required to:
-
select suitable accounting policies and then apply them consistently;
-
make judgements 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 enable them 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.
OPTIMAX CLINICS LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2020
- 3 -
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
Strategic Report
The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report
certain
information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report
.
On behalf of the board
R K Ambrose
Director
15 June 2021
OPTIMAX CLINICS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF OPTIMAX CLINICS LIMITED
- 4 -
Opinion
We have audited the financial statements of Optimax Clinics Limited (the 'company') for the Period ended 30 June 2020 which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity and notes to the financial statements, 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 FRS 102
The Financial Reporting Standard applicable in the UK and Republic of Ireland
(United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
-
give a true and fair view of the state of the company's affairs as at 30 June 2020 and of its loss for the Period then ended;
-
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-
have been prepared in accordance with the requirements of the Companies Act 2006.
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 UK, including the FRC’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.
Conclusions relating to going concern
We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where:
-
the director's use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or
-
the director has not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the company’s ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue
.
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. 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.
In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit
:
-
the information given in the strategic report and the director's r
eport for the financial Period 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.
OPTIMAX CLINICS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF OPTIMAX CLINICS LIMITED
- 5 -
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identifie
d
material misstatements in the strategic report and the director's
r
eport
.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
-
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
-
the financial statements are not in agreement with the accounting records and returns; or
-
certain disclosures of director's remuneration specified by law are not made; or
-
we have not received all the information and explanations we require for our audit.
Responsibilities of director
As explained more fully in the director's
r
esponsibilities
s
tatement, the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the director determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the director is responsible for assessing the company
'
s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
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.
OPTIMAX CLINICS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF OPTIMAX CLINICS LIMITED
- 6 -
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 him 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.
Sarah Wilson FCA (Senior Statutory Auditor)
For and on behalf of Arram Berlyn Gardner LLP
15 June 2021
Chartered Accountants
Statutory Auditor
30 City Road
London
EC1Y 2AB
OPTIMAX CLINICS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 30 JUNE 2020
- 7 -
Period
Year
ended
ended
30 June
31 December
2020
2018
Notes
£
£
Turnover
20,037,236
15,779,098
Cost of sales
(10,482,582)
(7,876,792)
Gross profit
9,554,654
7,902,306
Administrative expenses
(10,125,524)
(7,555,426)
Other operating income
598,574
Operating profit
3
27,704
346,880
Interest receivable and similar income
7
2,248
3,164
Interest payable and similar expenses
8
(1,453,829)
(972,705)
Loss before taxation
(1,423,877)
(622,661)
Taxation
9
Loss for the financial Period
19
(1,423,877)
(622,661)
Other comprehensive income
-
-
Total comprehensive income for the Period
(1,423,877)
(622,661)
The income statement has been prepared on the basis that all operations are continuing operations.
OPTIMAX CLINICS LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2020
30 June 2020
- 8 -
2020
2018
Notes
£
£
£
£
Fixed assets
Intangible assets
10
624,968
Tangible assets
11
741,168
892,852
741,168
1,517,820
Current assets
Debtors
12
1,239,648
1,294,674
Cash at bank and in hand
155,540
222,334
1,395,188
1,517,008
Creditors: amounts falling due within one year
13
(2,899,695)
(2,539,747)
Net current liabilities
(1,504,507)
(1,022,739)
Total assets less current liabilities
(763,339)
495,081
Creditors: amounts falling due after more than one year
14
(10,551,144)
(9,374,975)
Provisions for liabilities
15
(1,196,260)
(2,342,851)
Net liabilities
(12,510,743)
(11,222,745)
Capital and reserves
Called up share capital
18
1,000
1,000
Other reserves
19
1,854,808
2,403,286
Profit and loss reserves
19
(14,366,551)
(13,627,031)
Total equity
(12,510,743)
(11,222,745)
The financial statements were approved by the board of directors and authorised for issue on 15 June 2021 and are signed on its behalf by:
R K Ambrose
Director
Company Registration No. 07200452
OPTIMAX CLINICS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 JUNE 2020
- 9 -
Share capital
Other reserves
Profit and loss reserves
Total
£
£
£
£
Balance at 1 January 2018
1,000
2,605,080
(13,416,403)
(10,810,323)
Period ended 31 December 2018:
Loss and total comprehensive income for the period
-
-
(622,661)
(622,661)
Transfers
-
(412,033)
412,033
-
Other movements
-
210,239
-
210,239
Balance at 31 December 2018
1,000
2,403,286
(13,627,031)
(11,222,745)
Period ended 30 June 2020:
Loss and total comprehensive income for the period
-
-
(1,423,877)
(1,423,877)
Transfers
-
(684,357)
684,357
-
Other movements
-
135,879
-
135,879
Balance at 30 June 2020
1,000
1,854,808
(14,366,551)
(12,510,743)
OPTIMAX CLINICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2020
- 10 -
1
Accounting policies
Company information
Optimax Clinics Limited is a
company
limited by shares
incorporated in England and Wales.
The registered office
and principal place of business
is
96 Bristol Road, Edgbaston, Birmingham, B5 7XJ.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares
publicly available consolidated financial statements
, including this company,
which are
intended to give a true and fair view of the assets, liabilities,
financial position and profit or loss
of the group
.
T
he company has
therefore
taken advantage of
e
xemptions from the following disclosure requirements:
-
Section 4 ‘Statement of Financial Position’ – Reconciliation of the opening and closing number of shares
;
-
Section 7 ‘Statement of Cash Flows’ – Presentation of a statement of cash
f
low and related notes and disclosures
;
-
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’ – Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income
;
-
Section 26 ‘Share based Payment’ – Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements
;
-
Section 33 ‘Related Party Disclosures’ – Compensation for key management personnel
.
The financial statements of the company are consolidated in the financial statements of
Eye Hospitals Group Limited
. These consolidated financial statements are available from its registered office
, 96 Bristol Road, Edgbaston, Birmingham, B5 7XJ.
The financial statements are prepared in
sterling
, which is the functional currency of the company.
Monetary a
mounts
in these financial statements are
rounded to the nearest £.
1.2
Going concern
The company incurred a net loss of £1,423,877 (2018: £622,661) in the period and at the balance sheet date, the company had net liabilities amounting to £12,510,743 (2018: £11,222,745).
true
The company meets its day to day working capital requirements from both its trading activity and additional funds from the directors as considered necessary.
The company’s forecasts and projections, having taken account of reasonable possible changes in trading activity, indicate that the company is expected to have adequate resources to continue in operational existence for the foreseeable future. Consequently, the financial statements have been prepared on the going concern basis on the grounds that the company directors will continue to provide ongoing support.
OPTIMAX CLINICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2020
1
Accounting policies
(Continued)
- 11 -
1.3
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business
, and
is shown net of VAT and other sales related taxes
.
The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.
Turnover represents amounts receivable for medical services rendered net of trade discounts. Turnover is recognised at the time when the medical services are performed.
1.4
Intangible fixed assets - goodwill
Goodwill represents the excess of the cost of acquisition of unincorporated businesses over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated
amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.
For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.
1.5
Tangible fixed assets
Tangible fixed assets
are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Plant and machinery
25% reducing balance or over life of lease
Fixtures, fittings & equipment
25% reducing balance
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and
is credited or charged to profit or loss
.
The assets residual values and useful lives are reviewed and adjusted, if appropriate, at the end of each reporting period. The effect of any change is accounted for prospectively.
1.6
Impairment of fixed assets
At each reporting
period
end date, the
company
reviews the carrying amounts of its tangible
and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company
estimates the recoverable amount of the cash-generating unit to which the asset belongs.
OPTIMAX CLINICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2020
1
Accounting policies
(Continued)
- 12 -
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit)
in
prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.7
Cash and cash equivalents
Cash and cash equivalents
are basic financial assets
and
include cash in hand
.
1.8
Financial instruments
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 statement of financial position when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset
, with
the net amounts presented in the financial statements
,
when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest
method 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.
Financial assets classified as receivable within one year are not amortised.
Impairment of financial assets
Financial assets, other than those
held
at
fair value through profit and loss
, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected.
If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
OPTIMAX CLINICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2020
1
Accounting policies
(Continued)
- 13 -
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when
the company
transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of 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 deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors and loans,
including
loans from
fellow group companies are
initially recognised at transaction price unless the arrangement constitutes a
financing transaction, where the debt instrument is measured at the present value of
the future receipts discounted at a market rate of interest.
Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective
interest rate method.
Trade creditors
are obligations to pay for goods or services that have been acquired
in the ordinary course of business from suppliers. A
m
ounts payable are classified as
current liabilities if payment is due within one year or less. If not, they are presented
as non-current liabilities. Trade creditors are recognised initially at transaction price
and subsequently measured at amortised cost using the effective interest method.
Other financial liabilities
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as
being measured at
fair value though profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations
expire or are discharged or cancelled.
1.9
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognised in profit or loss immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.
1.10
Taxation
The tax expense represents tax currently payable.
OPTIMAX CLINICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2020
1
Accounting policies
(Continued)
- 14 -
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The
company’s
liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
1.11
Provisions
Provisions are recognised when the
company
has a legal or constructive present obligation as a result of a past event, it is probable that the
company
will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation.
Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision i
s
measured at present value
,
the unwinding of the discount is recognised as a finance cost in profit or loss in the period
in which
it arises.
Following patient treatments, there are a number of additional costs to be incurred once the results of the treatments have been reassessed. The provision is expected to be fully utilised over a period of time in accordance with the age profile of the patients.
1.12
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.13
Retirement benefits
The company operates a defined contribution scheme for the benefit of its employees. Contributions payable are charged to the profit and loss account in the Period they are payable.
OPTIMAX CLINICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2020
1
Accounting policies
(Continued)
- 15 -
1.14
Share-based payments
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using
calculated maintainable earnings
. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.
When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.
Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.
1.15
Leases
Rentals payable under operating leases,
including
any lease incentives received, are charged to
profit or loss
on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease
s
asset are consumed.
1.16
Government grants
Government grants are recognised at the fair value of the asset receive
d
or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.
A grant that specifies performance conditions is recognised in income when the performance conditions are met
. Where a
grant does not specify performance conditions
it
is recognised in income when the proceeds are received or receivable
. A grant received before the recognition criteria are satisfied is recognised as a liability.
1.17
The company has changed its financial year end from December to June due to the impact and logistical consequences of Covid 19,and these financial statements are therefore for the 18 month period ended 30 June 2020.As a result of this, the comparative amounts presented in the financial statements are not directly comparable.
OPTIMAX CLINICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2020
- 16 -
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Tangible assets
Accounting for tangible assets involves the use of estimates and judgements for determining the useful lives over which these are to be depreciated and the existence and amount of any impairment.
Tangible assets are depreciated on a straight line basis over their estimated useful lives and taking into account their expected residual values. When the Company estimates useful lives, various factors are considered including expected technological obsolescence and the expected usage of the asset.
The Directors regularly review these asset lives and change them as necessary to reflect the estimated current remaining lives in light of technological changes, future economic utilisation and physical condition of the assets concerned. A significant change in asset lives can have a significant change on depreciation and amortisation charges for the period.
Impairment of debtors
The company makes an estimate of the recoverable value of trade and other debtors.
When assessing impairment of trade and other debtors, management considers
factors including the current credit rating of the debtor, the ageing profile of debtors
and historical experience.
OPTIMAX CLINICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2020
2
Judgements and key sources of estimation uncertainty
(Continued)
- 17 -
Provisions
Provisions are recognised when the Company has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate of the amount can be made. This obligation may be legal or constructive deriving from regulations, contracts, normal practices or public commitments that lead third parties to reasonably expect that the Company will assume certain responsibilities. The amount of the provision is determined based on the best estimate of the outflow of resources required to settle the obligation, taking into account all available information.
No provision is recognised if the amount of liability cannot be estimated reliably. In this case, the relevant information is disclosed in the notes to the financial statements.
Given the uncertainties inherent in the estimates used to determine the amount of provision, actual outflows of resources may differ from the amounts recognised originally on the basis of the estimates.
3
Operating profit
2020
2018
Operating profit for the period is stated after charging/(crediting):
£
£
Government grants
(598,574)
Depreciation of owned tangible fixed assets
444,700
297,617
Depreciation of tangible fixed assets held under finance leases
54,757
Loss/(profit) on disposal of tangible fixed assets
28,125
Amortisation of intangible assets
624,968
500,004
Operating lease charges
213,408
119,608
4
Auditor's remuneration
2020
2018
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the company's financial statements
23,800
20,500
5
Employees
The average monthly number of persons (including directors) employed by the company during the Period was:
2020
2018
Number
Number
Nurses & Clinic
75
78
Administrative
51
60
126
138
OPTIMAX CLINICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2020
5
Employees
(Continued)
- 18 -
Their aggregate remuneration comprised:
2020
2018
£
£
Wages and salaries
4,819,478
3,351,839
Social security costs
374,690
318,105
Pension costs
128,586
68,704
5,322,754
3,738,648
6
Director's remuneration
2020
2018
£
£
Remuneration for qualifying services
100,505
133,329
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2018 - 1).
7
Interest receivable and similar income
2020
2018
£
£
Interest income
Interest on bank deposits
8
Other interest income
2,240
3,164
Total income
2,248
3,164
8
Interest payable and similar expenses
2020
2018
£
£
Interest on bank overdrafts and loans
2,538
2,040
Interest on finance leases and hire purchase contracts
32,456
Interest payable on other loans
684,357
412,033
Other interest
766,934
526,176
1,453,829
972,705
OPTIMAX CLINICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2020
- 19 -
9
Taxation
The actual charge for the Period can be reconciled to the expected credit for the Period based on the profit or loss and the standard rate of tax as follows:
2020
2018
£
£
Loss before taxation
(1,423,877)
(622,661)
Expected tax charge based on the standard rate of corporation tax in the UK of 19.00% (2018: 19.00%)
(270,537)
(118,306)
Tax effect of expenses that are not deductible in determining taxable profit
14,242
721
Depreciation on assets not qualifying for tax allowances
84,493
66,951
Amortisation on assets not qualifying for tax allowances
118,744
95,001
Loss on disposal of tangible fixed assets
5,345
Capital allowances
(124,534)
(78,721)
Tax losses carried forward
56,749
(46,747)
Loan relationship credits
76,085
50,722
Loan relationship debits
44,758
25,034
Tax expense for the period
-
-
The company has estimated losses of £
8,940,000
(201
8
- £
8,640,000
) available for carry forward
against future trading profits.
10
Intangible fixed assets
Intangible assets
£
Cost
At 1 January 2019 and 30 June 2020
5,000,000
Amortisation and impairment
At 1 January 2019
4,375,032
Amortisation charged for the Period
624,968
At 30 June 2020
5,000,000
Carrying amount
At 30 June 2020
At 31 December 2018
624,968
OPTIMAX CLINICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2020
- 20 -
11
Tangible fixed assets
Plant and machinery
Fixtures, fittings & equipment
Total
£
£
£
Cost
At 1 January 2019
6,061,493
1,147,131
7,208,624
Additions
189,080
103,936
293,016
At 30 June 2020
6,250,573
1,251,067
7,501,640
Depreciation and impairment
At 1 January 2019
5,324,202
991,570
6,315,772
Depreciation charged in the Period
347,389
97,311
444,700
At 30 June 2020
5,671,591
1,088,881
6,760,472
Carrying amount
At 30 June 2020
578,982
162,186
741,168
At 31 December 2018
737,291
155,561
892,852
12
Debtors
2020
2018
Amounts falling due within one year:
£
£
Trade debtors
170,271
460,002
Other debtors
20,159
717
Prepayments and accrued income
1,049,218
833,955
1,239,648
1,294,674
Trade debtors disclosed above are classified as loans and receivables and are therefore measured at amortised cost.
OPTIMAX CLINICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2020
- 21 -
13
Creditors: amounts falling due within one year
2020
2018
£
£
Trade creditors
1,971,039
1,555,868
Taxation and social security
358,899
158,461
Other creditors
132,937
14,638
Accruals and deferred income
436,820
810,780
2,899,695
2,539,747
There is a fixed and floating charge over the assets of the company in favour of its bankers. There is also a cross guarantee with Eye Hospitals Group Limited and Ultralase Eye Clinics Limited.
14
Creditors: amounts falling due after more than one year
2020
2018
£
£
Other borrowings
10,551,144
9,374,975
There is a debenture secured against the monies due or to become due from Optimax Clinics Limited to R K Ambrose, a director and shareholder of the company.
15
Provisions for liabilities
2020
2018
£
£
Patient Costs
1,196,260
2,342,851
Movements on provisions:
Patient Costs
£
At 1 January 2019
2,342,851
Additional provisions in the year
347,000
Utilisation of provision
(1,493,591)
At 30 June 2020
1,196,260
Patient Costs
Following patient treatments, there are a number of additional costs to be incurred once the results of the
treatments have been reassessed. The provision is expected to be fully utilised over a period of time in
accordance with the age profile of the patients.
OPTIMAX CLINICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2020
- 22 -
16
Retirement benefit schemes
2020
2018
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
128,586
68,704
The company operates a defined contribution pension scheme for all qualifying employees.
The assets of the scheme are held separately from those of the company in an independently administered fund.
17
Share-based payment transactions
Eye Hospitals Group Limited
has granted Enterprise Management Incentive [EMI] options
to employees of this company
.
Directors and staff are granted options at the company's discretion
and a total of 9,750
EMI options
wer
e granted
on 10 April 2017 to 6 employees and these can be exercised at any time before 10 April 2027.
The estimated fair value of each option granted is £Nil. The estimated fair value was calculated with reference to the valuation agreed with HMRC.
If any individual leaves the company before the exercise of their options then their options lapse.
There are no performance conditions attaching to the scheme. The exercise price is £
0.01
per share.
18
Share capital
2020
2018
2020
2018
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
1,000
1,000
1,000
1,000
There is a single class of ordinary shares. There are no restrictions on the distribution of dividends and repayment of capital.
19
Reserves
Profit and loss reserves
Retained earnings represents accumulated comprehensive income for the year and prior periods less dividends paid.
Other reserves
The other reserves represent the capital contribution arising on the restatement of the directors loan account following transition to FRS102 and movements in subsequent years.
OPTIMAX CLINICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2020
- 23 -
20
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
2020
2018
£
£
Within one year
55,000
11,569
Between two and five years
433,964
In over five years
319,220
808,184
11,569
21
Related party transactions
Transactions with related parties
Recharged expenses
2020
2018
£
£
Key management personnel
200,123
147,002
Other related parties
40,072
101,917
240,195
248,919
During the period, a notional interest charge of £684,357 (2018: £412,033) was also provided for key management personnel of the company in accordance with FRS 102.
Key management personnel of the company waived the right to rent licence fees in the period up to 31 May 2020 in respect of properties made available for use as clinics. The sum of £801,745 (2018: £565,937) represents rent licence fees waived.
OPTIMAX CLINICS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2020
21
Related party transactions
(Continued)
- 24 -
2020
2018
Amounts owed to related parties
£
£
Key management personnel
10,551,144
9,374,975
Other related parties
60,000
19
10,611,144
9,374,994
2020
Balance
Amounts owed by related parties
£
Other related parties
19,242
There were no amounts owed in the previous period.
The company has taken advantage of the exemptions from disclosure available to subsidiary undertakings under section 33 of FRS102 in connection with intra group transactions.
22
Events after the reporting date
Following a review of the company's performance since 1 July 2020, having considered all possible options, the company entered in to a company voluntary arrangement on 27 November 2020 for a period of at least 48 months (and not exceeding 52 months without the approval of at least 75% of creditors) and is to make payments totalling £1,164,000 under the arrangement. All such payments have been made to the date of approval of the financial statements.
23
Ultimate controlling party
The company is a wholly owned subsidiary of
Eye Hospitals Group Limited,
a company
incorporated in England and Wales. The ultimate controlling party is R K Ambrose by virtue of his
shareholding in that company.
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