Company Registration No. 08437560 (England and Wales)
FUSION IMPLANTS LIMITED
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2017
PAGES FOR FILING WITH REGISTRAR
FUSION IMPLANTS LIMITED
CONTENTS
Page
Balance sheet
1 - 2
Notes to the financial statements
3 - 9
FUSION IMPLANTS LIMITED
BALANCE SHEET
AS AT
30 JUNE 2017
30 June 2017
- 1 -
2017
2016
Notes
£
£
£
£
Fixed assets
Intangible assets
4
1,715
891
Tangible assets
5
6,439
11,521
8,154
12,412
Current assets
Stocks
33,471
17,538
Debtors
6
35,483
40,426
Cash at bank and in hand
35,074
91,073
104,028
149,037
Creditors: amounts falling due within one year
7
(51,909)
(42,247)
Net current assets
52,119
106,790
Total assets less current liabilities
60,273
119,202
Creditors: amounts falling due after more than one year
8
(210,000)
(210,000)
Net liabilities
(149,727)
(90,798)
Capital and reserves
Called up share capital
9
14
14
Share premium account
39,996
39,996
Profit and loss reserves
(189,737)
(130,808)
Total equity
(149,727)
(90,798)
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.
true
For the financial year ended 30 June 2017 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
T
he directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of financial statements.
T
he members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476
.
These financial statements have been prepared and delivered 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 for small entities.
FUSION IMPLANTS LIMITED
BALANCE SHEET (CONTINUED)
AS AT
30 JUNE 2017
30 June 2017
- 2 -
The financial statements were approved by the board of directors and authorised for issue on 24 October 2017 and are signed on its behalf by:
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 2017
- 3 -
1
Accounting policies
Company information
Fusion Implants Limited is a
private
company
limited by shares
incorporated in England and Wales.
The registered office is
177 Harrison Hughes Building, School of Engineering, University of Liverpool, Merseyside, L69 3GH.
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 as applicable to companies subject to the small companies regime. 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 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 £.
The financial statements have been prepared under the historical cost convention.
These financial statements for the year ended 30 June 2017
are the
first
financial statements of Fusion Implants Limited prepared in accordance with FRS 102, The Financial Reporting Standard applicable in the UK and Republic of Ireland. The date of transition to FRS 102 was 1 July 2015. The reported financial position and financial performance for the previous period are not affected by the transition to FRS 102.
1.2
Going concern
A
t the time of approving the financial statements
,
t
he directors have a reasonable expectation that the
company
has adequate resources to continue in operational existence for the foreseeable future. Thus
t
he directors continue to adopt the going concern basis of accounting in preparing the financial statements.
As at 30 June 2017 the company had net liabilities of £149,727. The company will continue to meet its obligations as they fall due through funds provided by the company's shareholder.
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.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer
(usually on dispatch of the goods)
, the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
1.4
Research and development expenditure
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated
.
1.5
Intangible fixed assets (patents)
Patents are valued at cost less accumulated amortisation. Amortisation is calculated to write off the cost in equal annual instalments over their estimated useful life of 18 months.
1.6
Tangible fixed assets
Tangible fixed assets
are measured at cost, net of depreciation and any impairment losses.
FUSION IMPLANTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2017
1
Accounting policies
(Continued)
- 4 -
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
20% on a straight line basis
Fixtures, fittings & equipment
20% on a straight line basis
Computer equipment
33% on a straight line basis
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
.
1.7
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.
1.8
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, in bringing the stocks to their present location and condition.
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.
1.9
Cash and cash equivalents
Cash and cash equivalents
are basic financial assets
and
include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts.
1.10
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ 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.
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.
FUSION IMPLANTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2017
1
Accounting policies
(Continued)
- 5 -
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, bank loans, loans from
fellow group companies and preference shares that are classified as debt, 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
paymen
ts 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.
1.11
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.12
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account 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.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the
company
has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
FUSION IMPLANTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2017
1
Accounting policies
(Continued)
- 6 -
1.13
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.
1.14
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.15
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.
1.16
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation are included in the profit and loss account for the period.
1.17
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 technique, commercial and financial viability of individual projects. In this situation, the expenditure is deferred and amortised over the period during which company is expected to benefit.
2
Employees
The average monthly number of persons (including directors) employed by the company during the year was 4 (2016 - 3).
3
Taxation
2017
2016
£
£
Current tax
UK corporation tax on profits for the current period
(21,585)
(23,213)
FUSION IMPLANTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2017
3
Taxation
(Continued)
- 7 -
The company has estimated tax losses of £88,993 (2016: £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.
4
Intangible fixed assets
Patents
£
Cost
At 1 July 2016
3,985
Additions
3,858
Disposals
(3,985)
At 30 June 2017
3,858
Amortisation and impairment
At 1 July 2016
3,094
Amortisation charged for the year
3,034
Disposals
(3,985)
At 30 June 2017
2,143
Carrying amount
At 30 June 2017
1,715
At 30 June 2016
891
5
Tangible fixed assets
Plant and machinery etc
£
Cost
At 1 July 2016 and 30 June 2017
21,170
Depreciation and impairment
At 1 July 2016
9,649
Depreciation charged in the year
5,082
At 30 June 2017
14,731
Carrying amount
At 30 June 2017
6,439
At 30 June 2016
11,521
FUSION IMPLANTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2017
- 8 -
6
Debtors
2017
2016
Amounts falling due within one year:
£
£
Trade debtors
12,684
13,504
Corporation tax recoverable
21,585
23,213
Other debtors
1,214
3,709
35,483
40,426
7
Creditors: amounts falling due within one year
2017
2016
£
£
Trade creditors
1,691
6,662
Other taxation and social security
8,148
7,048
Other creditors
42,070
28,537
51,909
42,247
8
Creditors: amounts falling due after more than one year
2017
2016
£
£
Other creditors
210,000
210,000
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 dividends 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 to the exclusion of other classes but where a dividend is declared on more than one class of share the dividend for each class may be fixed intentionally. Dividends on Preference Shares are accrued at a rate of 7%, on a daily basis.
FUSION IMPLANTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2017
- 9 -
9
Called up share capital
2017
2016
£
£
Ordinary share capital
Issued and fully paid
400 Ordinary A of 1p each
4
4
134 Ordinary B of 1p each
1
1
866 Ordinary 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 the 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 right 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 right 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 meeting of the company. A dividend may be declared on the 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.
During the year 33 'B' Ordinary shares were issued. These shares were subscribed by current B ordinary shareholders.