Company Registration No. 08437560 (England and Wales)
FUSION IMPLANTS LIMITED
DIRECTORS' REPORT AND UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016
FUSION IMPLANTS LIMITED
COMPANY INFORMATION
Directors
Dr Daniel Jones
Dr Christopher Sutcliffe
Dr Paul Higham (Non Executive Director)
Mr Anthony Fife (Non Executive Director)
(Appointed 28 August 2015)
Company number
08437560
Registered office
177 Harrison Hughes Building
School of Engineering
University of Liverpool
Merseyside
L69 3GH
Accountants
BWMacfarlane
Castle Chambers
43 Castle Street
Liverpool
L2 9SH
Bankers
HSBC Bank plc
99-101 Lord Street
Liverpool
L2 6PG
FUSION IMPLANTS LIMITED
CONTENTS
Page
Directors' report
1
Accountants' report
2
Profit and loss account
3
Balance sheet
4 - 5
Notes to the financial statements
6 - 11
FUSION IMPLANTS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2016
- 1 -
The directors present their report and financial statements for the year ended 30 June 2016.
Principal activities
The principal activity of the company is the manufacture of advanced veterinary devices.
Directors
The following directors have held office since 1 July 2015:
Dr Daniel Jones
Dr Christopher Sutcliffe
Dr Paul Higham (Non Executive Director)
Mr Anthony Fife (Non Executive Director)
(Appointed 28 August 2015)
This report has been prepared in accordance with the special provisions relating to small companies within Part 15 of the Companies Act 2006.
On behalf of the board
Dr Daniel Jones
Director
2 December 2016
FUSION IMPLANTS LIMITED
CHARTERED ACCOUNTANTS' REPORT TO THE BOARD OF DIRECTORS ON THE PREPARATION OF THE UNAUDITED STATUTORY FINANCIAL STATEMENTS OF FUSION IMPLANTS LIMITED FOR THE YEAR ENDED 30 JUNE 2016
- 2 -
In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of Fusion Implants Limited for the year ended 30 June 2016 set out on pages 3 to 11 from the company's accounting records and from information and explanations you have given us.
As a practising member firm of the Institute of Chartered Accountants in England and Wales, we are subject to its ethical and other professional requirements which are detailed at http://www.icaew.com/en/members/regulations-standards-and-guidance/.
This report is made solely to the Board of Directors of Fusion Implants Limited, as a body, in accordance with the terms of our engagement letter. Our work has been undertaken solely to prepare for your approval the financial statements of Fusion Implants Limited and state those matters that we have agreed to state to the Board of Directors of Fusion Implants Limited, as a body, in this report in accordance with ICAEW Technical Release 07/16 AAF as detailed at icaew.com. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Fusion Implants Limited and its Board of Directors as a body, for our work or for this report.
It is your duty to ensure that Fusion Implants Limited has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and loss of Fusion Implants Limited. You consider that Fusion Implants Limited is exempt from the statutory audit requirement for the year.
We have not been instructed to carry out an audit or a review of the financial statements of Fusion Implants Limited. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements.
BWMacfarlane
5 December 2016
Chartered Accountants
Castle Chambers
43 Castle Street
Liverpool
L2 9SH
FUSION IMPLANTS LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30 JUNE 2016
- 3 -
2016
2015
Notes
£
£
Turnover
100,327
69,827
Cost of sales
(40,059)
(42,675)
Gross profit
60,268
27,152
Administrative expenses
(139,661)
(139,893)
Other operating income
7,087
44,270
Operating loss
2
(72,306)
(68,471)
Other interest receivable and similar income
3
-
14
Interest payable and similar charges
4
(14,700)
(7,700)
Loss on ordinary activities before taxation
(87,006)
(76,157)
Tax on loss on ordinary activities
5
23,213
26,106
Loss for the year
12
(63,793)
(50,051)
FUSION IMPLANTS LIMITED
BALANCE SHEET
AS AT
30 JUNE 2016
30 June 2016
- 4 -
2016
2015
Notes
£
£
£
£
Fixed assets
Intangible assets
6
891
3,543
Tangible assets
7
11,521
13,702
12,412
17,245
Current assets
Stocks
17,538
15,561
Debtors
8
40,426
43,748
Cash at bank and in hand
91,073
130,739
149,037
190,048
Creditors: amounts falling due within one year
9
(42,247)
(24,298)
Net current assets
106,790
165,750
Total assets less current liabilities
119,202
182,995
Creditors: amounts falling due after more than one year
10
(210,000)
(210,000)
(90,798)
(27,005)
Capital and reserves
Called up share capital
11
14
14
Share premium account
12
39,996
39,996
Profit and loss account
12
(130,808)
(67,015)
Shareholders' funds
(90,798)
(27,005)
FUSION IMPLANTS LIMITED
BALANCE SHEET (CONTINUED)
AS AT
30 JUNE 2016
30 June 2016
- 5 -
For the financial year ended 30 June 2016 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
Directors' responsibilities:
-
The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476;
-
The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of financial statements.
These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies' regime and the Financial Reporting Standard for Smaller Entities (effective January 2015).
Approved by the Board for issue on 2 December 2016
Dr Daniel Jones
Dr Christopher Sutcliffe
Director
Director
Company Registration No. 08437560
FUSION IMPLANTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016
- 6 -
1
Accounting policies
1.1
Accounting convention
The financial statements are prepared under the historical cost convention and in accordance with the Financial Reporting Standard for Smaller Entities (effective January 2015).
Going concern
As at 30 June 2016 Fusion Implants Limited had net liabilities of £90,798. The company will continue to meet its obligations as they fall due through funds provided by the company's shareholders. On this basis, the directors considers it appropriate to prepare the financial statements on the going concern basis. The financial statements do not include any adjustments that would result from a withdrawal of that funding.
1.2
Compliance with accounting standards
The financial statements are prepared in accordance with applicable United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), which have been applied consistently (except as otherwise stated).
1.3
Turnover
Turnover represents amounts receivable for goods and services provided during the period net of VAT and trade discounts.
provided during the period
net of VAT and trade discounts.
1.4
Patents
Patents are valued at cost less accumulated amortisation. Amortisation is calculated to write off the cost in equal annual installments over their estimated useful lives
of 18 months.
1.5
Research and development
Research expenditure is written off to the profit and loss account in the year in which it is incurred. Development expenditure is written off in the same way unless the directors are satisfied as to the technical, commercial and financial viability of individual projects. In this situation, the expenditure is deferred and amortised over the period during which the company is expected to benefit.
1.6
Tangible fixed assets and depreciation
Tangible fixed assets are stated at cost less depreciation. Depreciation is provided at rates calculated to write off the cost less estimated residual value of each asset over its expected useful life, as follows:
Plant and machinery
20% on a straight line basis
Computer equipment
33% on a straight line basis
Fixtures, fittings & equipment
20% on a straight line basis
1.7
Stock
Stock is valued at the lower of cost and net realisable value.
1.8
Deferred taxation
Deferred taxation is provided in full in respect of taxation deferred by timing differences between the treatment of certain items for taxation and accounting purposes. The deferred tax balance has not been discounted.
1.9
Foreign currency translation
Monetary assets and liabilities denominated in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction. All differences are taken to profit and loss account.
FUSION IMPLANTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2016
1
Accounting policies
(Continued)
- 7 -
1.10
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into.
A financial liability exists where there is a contractual obligation to deliver cash or another financial asset to another entity, or to exchange financial assets or financial liabilities under potentially unfavourable conditions. In addition, contracts which result in the entity delivering a variable number of its own equity instruments are financial liabilities. Shares containing such obligations are classified as financial liabilities.
Finance costs and gains or losses relating to financial liabilities are included in the profit and loss account. The carrying amount of the liability is increased by the finance cost and reduced by payments made in respect of that liability. Finance costs are calculated so as to produce a constant rate of charge on the outstanding liability. Debt issue costs are offset against the debt and amortised over the term of the loan.
An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Dividends and distributions relating to equity instruments are debited directly to reserves.
2
Operating loss
2016
2015
£
£
Operating loss is stated after charging:
Amortisation of intangible assets
2,652
442
Depreciation of tangible assets
5,125
3,931
Directors' remuneration and fees
55,198
45,000
and after crediting:
Government grants
7,087
44,270
3
Investment income
2016
2015
£
£
Bank interest
-
14
-
14
4
Interest payable
2016
2015
£
£
Included in interest payable is the following amount:
Dividends paid on preference shares classified as financial liabilities
Preference final proposed
14,700
7,700
FUSION IMPLANTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2016
- 8 -
5
Taxation
2016
2015
£
£
Domestic current year tax
U.K. corporation tax
(23,213)
(16,446)
Adjustment for prior years
-
(9,660)
Total current tax
(23,213)
(26,106)
The company has estimated losses of £78,104 (2015: £78,104) available for carry forward against future trading profits.
No deferred tax asset has been provided on these losses on the basis that the timing of any recoverability is uncertain.
The refund in corporation tax is due to research and development tax credits.
6
Intangible fixed assets
Patents
£
Cost
At 1 July 2015 & at 30 June 2016
3,985
Amortisation
At 1 July 2015
442
Charge for the year
2,652
At 30 June 2016
3,094
Net book value
At 30 June 2016
891
At 30 June 2015
3,543
FUSION IMPLANTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2016
- 9 -
7
Tangible fixed assets
Plant and machinery etc
£
Cost
At 1 July 2015
18,226
Additions
2,944
At 30 June 2016
21,170
Depreciation
At 1 July 2015
4,524
Charge for the year
5,125
At 30 June 2016
9,649
Net book value
At 30 June 2016
11,521
At 30 June 2015
13,702
8
Debtors
2016
2015
£
£
Trade debtors
13,504
16,632
Other debtors
26,922
27,116
40,426
43,748
9
Creditors: amounts falling due within one year
2016
2015
£
£
Trade creditors
6,662
2,664
Taxation and social security
7,048
5,310
Other creditors
28,537
16,324
42,247
24,298
FUSION IMPLANTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2016
- 10 -
10
Creditors: amounts falling due after more than one year
2016
2015
£
£
Other creditors
210,000
210,000
Preference shares classified as financial liabilities
In more than two years but not more than five years
210,000
157,500
In more than five years
-
52,500
During the year, the company issued nil (2015: 150,000) preference shares of £1 each at par.
The Preference Shares are redeemable in four bi-annual instalments of £52,500 commencing 1 September 2018. Preference Shares have full rights in the company with regards to dividend and capital distribution, but do not entitle the holders thereof to receive notice of, attend or vote at General Meetings of the company. A dividend may be declared on this class of share to the exclusion of the other classes but where a dividend is declared on more than one class of share the dividend for each class may be fixed individually. Dividends on Preference Shares are accrued at a rate of 7%, on a daily basis.
11
Share capital
2016
2015
£
£
Allotted, called up and fully paid
400 Ordinary A Shares of 1p each
4
4
101 Ordinary B Shares of 1p each
1
1
866 Ordinary Shares of 1p each
9
9
14
14
The
Ordinary
Shares are irredeemable and have full rights in the company with regards to voting, dividend and capital distribution. A dividend may be declared on this class of share to the exclusion of the other classes but where a dividend is declared on more than one class of share the dividend for each class may be fixed individually.
The 'A' Ordinary Shares are irredeemable and have full rights in the company with regards to voting, dividend and capital distribution. A dividend may be declared on this class of share to the exclusion of the other classes but where a dividend is declared on more than one class of share the dividend for each class may be fixed individually.
The '
B' Ordinary Shares are irredeemable and have full rights in the company with regards to dividend and capital distribution, but do not entitle the holders thereof to receive notice of, attend or vote at general meetings of the company. A dividend may be declared on this class of share to the exclusion of the other classes but where a dividend is declared on more than one class of share the dividend for each class may be fixed individually.
FUSION IMPLANTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2016
- 11 -
12
Statement of movements on reserves
Share premium account
Profit
and loss
account
£
£
Balance at 1 July 2015
39,996
(67,015)
Loss for the year
-
(63,793)
Balance at 30 June 2016
39,996
(130,808)
13
Control
There is no one ultimate controlling party.
14
Related party relationships and transactions
Dr D Jones
,
a director,
made a loan to the company during the
year amounting to £nil (2015: £nil)
. The balance owing at the
year
end was £
nil (2015: £1,999)
.
Dr C Sutcliffe
,
a director,
made a loan to the company during the
year amounting to £nil (2015: £nil)
. The balance owing at the
year
end was £
nil (2015: £2,645)
.
Mr A Fife, a non executive director, provided services to the company during the period amounting to £9,000 (2015: £nil). The balance owing at the year end was £nil (2015: £nil).
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