UTAH
|
87-0342734
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
Registrant's telephone number:
|
(801) 566-1200
|
(a) |
Financial statements of businesses acquired
|
The following financial statements are included in this Current Report on Form 8-K/A:
|
|||
i |
The audited consolidated financial statements of Femcare as of March 31, 2010 and 2009 and for the two years ended March 31, 2010 and consolidated related notes thereto and reports of independent auditors are included as Exhibits 99.4, 99.5 and 99.6.
|
||
ii |
Additional note to reconcile UK GAAP to US GAAP for the audited consolidated financial statements of Femcare as of March 31, 2010 and 2009 and for the two years ended March 31, 2010 and consolidated related notes thereto is included as Exhibits 99.7 and 99.8.
|
||
iii |
The unaudited condensed consolidated financial statements of Femcare as of December 31, 2010 and for the nine months ended December 31, 2010 and 2009 and consolidated notes thereto are included as Exhibit 99.9
|
(b) |
Pro forma financial information
|
The following unaudited pro forma combined condensed consolidated financial statements are included in Exhibit 99.10 to this Current Report on Form 8-K/A:
|
|||
i |
Unaudited pro forma combined condensed consolidated balance sheet as of December 31, 2010
|
||
ii |
Unaudited pro forma combined condensed consolidated statement of operations for the year ending December 31, 2010
|
||
iii |
Notes to the unaudited pro forma combined condensed financial statements
|
(d)
|
Exhibits |
Exhibit #
|
SEC
Reference #
|
Title of Document
|
1
|
10
|
Agreement Relating to the sale and purchase of the whole of the issued share capital of Femcare Group Limited dated 18 March 2011 (incorporated by reference from the Company’s report on Form 8-K filed with the Commission on March 23, 2011).
|
2
|
10
|
Credit Agreement dated as of March 17, 2011 among Utah Medical Products, Inc., as Borrower, and JPMorgan Chase Bank, N.A., as Lender (incorporated by reference from the Company’s report on Form 8-K filed with the Commission on March 23, 2011).
|
3
|
10
|
Facility Agreement dated 18 March 2011 for Femcare Group Limited as Borrower with JPMorgan Chase Bank, N.A., London Branch as Lender (incorporated by reference from the Company’s report on Form 8-K filed with the Commission on March 23, 2011).
|
4
|
99
|
Audited consolidated financial statements of Femcare Group Limited (Femcare) as of March 31, 2010 and 2009 and for the two years ended March 31, 2010 and consolidated related notes thereto.
|
5
|
99
|
Independent Auditor’s Report to consolidated financial statements of Femcare Group Limited as of March 31, 2009 and for the year then ended (incorporated by reference from the Company’s report on Form 8-K/A filed with the Commission on September 19, 2011).
|
6
|
99
|
Independent Auditor’s Report to consolidated financial statements of Femcare Group Limited as of 31 March 2010 and 2009 and for the two years ended 31 March 2010.
|
7
|
99
|
Additional note to reconcile UK GAAP to US GAAP for the audited consolidated financial statements of Femcare as of March 31, 2010 and 2009 and for the two years ended March 31, 2010 and consolidated related notes thereto (incorporated by reference from the Company’s report on Form 8-K/A filed with the Commission on October 27, 2011).
|
8
|
99
|
Independent Auditors’ Report on the accompanying additional note to reconcile UK GAAP to US GAAP for the audited consolidated financial statements of Femcare as of March 31, 2010 and 2009 and for the two years ended March 31, 2010 and consolidated related notes thereto (incorporated by reference from the Company’s report on Form 8-K/A filed with the Commission on October 27, 2011).
|
9
|
99
|
Unaudited condensed consolidated financial statements of Femcare as of December 31, 2010 and for the nine months ended December 31, 2010 and 2009 and consolidated notes thereto (incorporated by reference from the Company’s report on Form 8-K/A filed with the Commission on September 19, 2011).
|
10 |
99
|
Unaudited pro forma combined condensed consolidated balance sheet as of December 31, 2010 and unaudited pro forma combined condensed consolidated statement of operations for the year ended December 31, 2010 (incorporated by reference from the Company’s report on Form 8-K/A filed with the Commission on September 19, 2011).
|
UTAH MEDICAL PRODUCTS, INC.
|
|
REGISTRANT
|
|
Date: 12/22/2011
|
By: /s/ Kevin L. Cornwell
|
Kevin L. Cornwell
|
|
CEO
|
Report and Financial Statements
Year ended 31 March 2010
|
Page
|
|
Officers and professional advisers
|
1
|
Directors’ report
|
2
|
Independent auditors’ report
|
6
|
Consolidated profit and loss account
|
7
|
Consolidated balance sheet
|
8
|
Company balance sheet
|
9
|
Consolidated cash flow statement
|
10 |
Notes to the accounts
|
11 |
SUPPLIER PAYMENT POLICY
|
POLITICAL AND CHARITABLE DONATIONS
|
ACQUISITION OF COMPANY’S OWN SHARES
|
Date of shareholders’ resolution
|
Purchase/(sale)
|
Number
of ordinary
shares
|
Nominal
value of
ordinary shares
|
Percentage
of called-up
ordinary
share capital
|
Consideration
£
|
|||||||||||||
19/5/06
|
Purchase
|
130,000 | 1,300 | 13 | % | 113,365 | ||||||||||||
19/7/06
|
Purchase
|
65,000 | 650 | 6.5 | % | 53,385 | ||||||||||||
15/9/06
|
Sale
|
(100,000 | ) | (1,000 | ) | (10 | %) | (60,000 | ) | |||||||||
17/1/07
|
Purchase
|
65,000 | 650 | 6.5 | % | 52,260 | ||||||||||||
Total at 31/3/07
|
Net Purchases
|
160,000 | 1,600 | 16 | % | 159,010 | ||||||||||||
24/8/07
|
Sale
|
(88,500 | ) | (885 | ) | (8.85 | %) | (51,800 | ) | |||||||||
31/8/08
|
Closing adjustment
|
- | - | - | (2,210 | ) | ||||||||||||
Total at 31/3/08
|
Net Purchases
|
71,500 | 715 | 7.15 | % | 105,000 | ||||||||||||
13/8/08
|
Purchase
|
45,000 | 450 | 4.5 | % | 27,000 | ||||||||||||
Total at 31/3/09 & Current Total
|
Net Purchases
|
116,500 | 1,165 | 11.65 | % | 132,000 |
DISABLED EMPLOYEES
|
EMPLOYEE CONSULTATION
|
GOING CONCERN
|
|
·
|
select suitable accounting policies and then apply them consistently;
|
|
·
|
make judgments and accounting estimates that are reasonable and prudent;
|
|
·
|
state whether applicable UK Accounting Standards have been followed; and
|
|
·
|
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
|
·
|
so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware; and
|
·
|
the director has taken all the steps that he/she ought to have taken as a director in order to make himself/herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.
|
|
·
|
give a true and fair view of the state of the group’s and the parent company’s affairs as at 31 March 2010 and of the loss of the group for the year 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.
|
·
|
adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
|
·
|
the parent company financial statements are not in agreement with the accounting records and returns; or
|
·
|
certain disclosures of directors’ remuneration specified by law are not made; or
|
·
|
we have not received all the information and explanations we require for our audit.
|
Note
|
Year ending
31 March
2010
£
|
Year ending
31 March
2009
£
|
||||||||||
TURNOVER
|
2 | 7,996,212 | 9,949,294 | |||||||||
Cost of sales
|
(2,223,608 | ) | (2,888,982 | ) | ||||||||
Gross profit
|
5,772,604 | 7,060,312 | ||||||||||
Other income
|
147,880 | 196,406 | ||||||||||
Administrative expenses (including net exceptional costs of £1,150,239)
(2009: £134,114)
|
(7,660,157 | ) | (6,623,378 | |||||||||
OPERATING (LOSS)/PROFIT
|
3 | (1,739,673 | ) | 633,340 | ||||||||
Interest receivable and similar income
|
5 | 5,716 | 36,812 | |||||||||
Interest payable and similar charges
|
6 | (2,125,034 | ) | (2,189,724 | ) | |||||||
LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION
|
(3,858,991 | ) | (1,519,572 | ) | ||||||||
TAX CHARGE ON LOSS ON ORDINARY ACTIVITIES
|
7 | (63,254 | ) | (107,225 | ) | |||||||
RETAINED LOSS FOR THE FINANCIAL YEAR
|
20, 21 | (3,922,245 | ) | (1,626,797 | ) |
Note
|
2010
£
|
2009
£
|
||||||||||
FIXED ASSETS
|
||||||||||||
Tangible fixed assets
|
9 | 455,737 | 539,570 | |||||||||
Intangible fixed assets
|
10 | 7,758,094 | 9,697,616 | |||||||||
8,213,831 | 10,237,186 | |||||||||||
CURRENT ASSETS
|
||||||||||||
Stocks
|
12 | 669,936 | 963,187 | |||||||||
Debtors
|
13 | 1,961,069 | 2,554,222 | |||||||||
Cash at bank and in hand
|
2,040,763 | 1,109,438 | ||||||||||
4,671,768 | 4,626,847 | |||||||||||
CREDITORS: amounts falling due within one year
|
14 | (2,605,775 | ) | (2,270,590 | ) | |||||||
NET CURRENT ASSETS
|
2,065,993 | 2,356,257 | ||||||||||
TOTAL ASSETS LESS CURRENT LIABILITIES
|
10,279,824 | 12,593,443 | ||||||||||
CREDITORS: amounts falling due after more than one year
|
15 | (23,659,367 | ) | (22,050,741 | ) | |||||||
NET LIABILITIES
|
(13,379,543 | ) | (9,457,298 | ) | ||||||||
SHARE CAPITAL AND RESERVES
|
||||||||||||
Called up share capital
|
19 | 10,000 | 10,000 | |||||||||
Share premium account
|
20 | 405,905 | 405,905 | |||||||||
Own shares
|
20 | (132,000 | ) | (132,000 | ) | |||||||
Profit and loss account deficit
|
20 | (13,663,448 | ) | (9,741,203 | ) | |||||||
TOTAL SHAREHOLDERS' DEFICIT
|
20, 21 | (13,379,543 | ) | (9,457,298 | ) |
Note
|
2010
£
|
2009
£
|
||||||||||
FIXED ASSETS
|
||||||||||||
Intangible fixed assets
|
10 | 80,000 | 100,000 | |||||||||
Investments
|
11 | 21,317,332 | 21,317,332 | |||||||||
21,397,332 | 21,417,332 | |||||||||||
CURRENT ASSETS
|
||||||||||||
Debtors
|
13 | 3,134,534 | 2,740,499 | |||||||||
Cash at bank and in hand
|
12,650 | - | ||||||||||
3,147,184 | 2,740,499 | |||||||||||
CREDITORS: amounts falling due within one year
|
14 | (9,989,344 | ) | (9,488,392 | ) | |||||||
NET CURRENT LIABILITIES
|
(6,842,160 | ) | (6,747,893 | ) | ||||||||
TOTAL ASSETS LESS CURRENT LIABILITIES
|
14,555,172 | 14,669,439 | ||||||||||
CREDITORS: amounts falling due after more than one year
|
15 | (23,659,367 | ) | (22,050,741 | ) | |||||||
NET LIABILITIES
|
(9,104,195 | ) | (7,381,302 | ) | ||||||||
SHARE CAPITAL AND RESERVES
|
||||||||||||
Called up share capital
|
19 | 10,000 | 10,000 | |||||||||
Share premium account
|
20 | 405,905 | 405,905 | |||||||||
Own shares
|
20 | (132,000 | ) | (132,000 | ) | |||||||
Profit and loss account deficit
|
20 | (9,388,100 | ) | (7,665,207 | ) | |||||||
TOTAL SHAREHOLDERS' DEFICIT
|
20,21 | (9,104,195 | ) | (7,381,302 | ) |
Note
|
Year ending
31 March
2010
£
|
Year ending
31 March
2009
£
|
||||||||||
Net cash inflow from operating activities
|
22 | 1,763,342 | 1,871,232 | |||||||||
Returns on investments and servicing of finance
|
||||||||||||
Interest received
|
5,716 | 36,812 | ||||||||||
Interest paid
|
(316,408 | ) | (549,238 | ) | ||||||||
Net cash outflow from returns on investments and servicing of finance
|
(310,692 | ) | (512,426 | ) | ||||||||
Taxation
|
||||||||||||
Corporation tax
|
(143,184 | ) | (397,384 | ) | ||||||||
Capital expenditure and financial investment
|
||||||||||||
Purchase of tangible fixed assets
|
(53,454 | ) | (449,919 | ) | ||||||||
Net cash outflow from capital expenditure and financial investment
|
(53,454 | ) | (449,919 | ) | ||||||||
Net cash inflow before financing
|
1,256,012 | 511,503 | ||||||||||
Financing
|
||||||||||||
Issue/(repurchase) of ordinary share capital
|
- | (27,000 | ) | |||||||||
Movement in short term borrowings
|
(100,000 | ) | (900,000 | ) | ||||||||
Movement in long term borrowings
|
(200,000 | ) | (187,882 | ) | ||||||||
Net cash outflow from financing
|
(300,000 | ) | (1,114,882 | ) | ||||||||
Increase/(decrease) in cash and overdrafts
|
23, 24 | 956,012 | (603,379 | ) |
1.
|
ACCOUNTING POLICIES
|
Long leasehold land and buildings
|
Over lease term
|
|||
Plant and machinery
|
10% -100 | % | ||
Tooling (including costs of validation)
|
10 | % | ||
Motor vehicles
|
25 | % | ||
Fixtures, fittings & other equipment
|
10% -33 | % | ||
Computer equipment
|
25% - 33 | % |
1.
|
ACCOUNTING POLICIES (CONTINUED)
|
2.
|
TURNOVER
|
Year ending
31 March
2010
£
|
Year ending
31 March
2009
£
|
|||||||
Turnover by destination
|
||||||||
United Kingdom
|
2,873,283 | 3,014,515 | ||||||
Rest of Europe
|
718,846 | 985,762 | ||||||
Americas
|
1,472,242 | 3,210,827 | ||||||
Rest of the World
|
2,931,841 | 2,738,190 | ||||||
7,996,212 | 9,949,294 |
3.
|
OPERATING (LOSS)/PROFIT
|
Year ending
31 March
2010
£
|
Year ending
31 March
2009
£
|
|||||||
Operating (loss)/profit is stated after charging/(crediting):
|
||||||||
Amortisation of intangible fixed assets
|
1,939,522 | 1,940,715 | ||||||
Depreciation of tangible fixed assets
|
135,294 | 105,059 | ||||||
Operating lease rentals:
|
||||||||
-Land and buildings
|
102,659 | 88,953 | ||||||
-Other
|
112,844 | 103,357 | ||||||
Exchange gain
|
(74,548 | ) | (180,259 | ) | ||||
Auditors’ remuneration (see below)
|
26,000 | 24,000 | ||||||
Auditors’ other fees (see below)
|
23,500 | 29,015 | ||||||
Fees payable to the company’s auditors for the audit of the company’s annual accounts
|
4,000 | 3,000 | ||||||
Fees payable to the company’s auditors and their associates for other services to the group:
|
||||||||
-The audit of the company’s subsidiaries pursuant to legislation
|
22,000 | 21,000 | ||||||
Total audit fees
|
26,000 | 24,000 | ||||||
Tax services
|
23,500 | 29,015 | ||||||
Total non-audit fees
|
23,500 | 29,015 |
|
In July 2010, Femcare-Nikomed Limited, a group subsidiary, reached a settlement with a third party, for a contractual dispute over the interpretation of certain specific terms within the contract between the two parties. The settlement was agreed at $1,574,000 paid by an offset to monies owed and a net cash payment of $316,000. This has been accounted for as an exceptional item in the 2010 financial statements of £1,027,948, on the basis that, in accordance with FRS 12, this was the period in which the obligation arose.
|
4.
|
INFORMATION REGARDING DIRECTORS AND EMPLOYEES
|
Year ending
31 March
2010
£
|
Year ending
31 March
2009
£
|
|||||||
FOR BOTH GROUP AND COMPANY
|
||||||||
Directors’ emoluments
|
||||||||
Remuneration
|
345,935 | 416,343 | ||||||
Compensation on termination of contracts
|
- | 75,350 | ||||||
Pension contributions
|
45,987 | 61,499 | ||||||
391,922 | 553,192 |
Year ending
31 March
2010
No.
|
Year ending
31 March
2009
No.
|
|||||||
Directors who are members of the group defined contribution pension scheme:
|
3 | 4 |
Year ending
31 March
2010
£
|
Year ending
31 March
2009
£
|
|||||||
Highest paid director
|
||||||||
Remuneration
|
137,117 | 163,790 | ||||||
Pension contributions
|
21,346 | 20,928 | ||||||
158,463 | 184,718 |
Year ending
31 March
2010
£
|
Year ending
31 March
2009
£
|
|||||||
Staff costs during the year (including directors)
|
||||||||
Wages and salaries
|
1,451,080 | 1,587,633 | ||||||
Social security costs
|
162,497 | 159,750 | ||||||
Pension costs
|
115,811 | 111,056 | ||||||
1,729,388 | 1,858,439 |
4.
|
INFORMATION REGARDING DIRECTORS AND EMPLOYEES (CONTINUED)
|
Year ending
31 March
2010
No.
|
Year ending
31 March
2009
No.
|
|||||||
Average number of persons employed
|
||||||||
Directors
|
4 | 4 | ||||||
Sales and Marketing
|
12 | 12 | ||||||
Operations
|
18 | 18 | ||||||
34 | 34 |
5.
|
INTEREST RECEIVABLE AND SIMILAR INCOME
|
Year ending
31 March
2010
£
|
Year ending
31 March
2009
£
|
|||||||
Other interest receivable
|
5,716 | 36,812 |
6.
|
INTEREST PAYABLE AND SIMILAR CHARGES
|
Year ending
31 March
2010
£
|
Year ending
31 March
2009
£
|
|||||||
Bank loans and overdraft
|
2,125,034 | 2,077,606 | ||||||
Loan arrangement amortisation costs
|
- | 112,118 | ||||||
2,125,034 | 2,189,724 |
Year ending
31 March
2010
£
|
Year ending
31 March
2009
£
|
|||||||
(a)Analysis of charge in the year
|
||||||||
Current taxation
|
||||||||
UK taxation
|
- | 180,197 | ||||||
Overseas taxation
|
108,692 | 93,733 | ||||||
Adjustments in respect of prior periods
|
26,180 | (174,127 | ) | |||||
Total current taxation
|
134,872 | 99,803 | ||||||
Total deferred taxation (credit)/charge
|
(71,618 | ) | 7,422 | |||||
Total tax charge for the year
|
63,254 | 107,225 |
Year ending
31 March
2010
£
|
Year ending
31 March
2009
£
|
|||||||
(b) Factors affecting the tax charge for the current year
|
||||||||
Loss on ordinary activities before tax
|
3,858,991 | 1,519,572 | ||||||
Tax on loss on ordinary activities at standard UK corporation tax rate of 28% (2009: 28%)
|
(1,080,517 | ) | (425,480 | ) | ||||
Effects of:
|
||||||||
Expenses not deductible for tax purposes
|
728,375 | 773,729 | ||||||
Difference between depreciation and capital allowances
|
33,356 | (36,651 | ) | |||||
Adjustment in respect of prior period
|
26,180 | (174,127 | ) | |||||
Other
|
418,791 | (10,891 | ) | |||||
Underlying foreign tax
|
8,687 | (26,777 | ) | |||||
Current year tax charge
|
134,872 | 99,803 |
8.
|
LOSS ATTRIBUTABLE TO THE COMPANY
|
9.
|
TANGIBLE FIXED ASSETS
|
Land and
buildings
£
|
Plant,
machinery,
tooling
and
motor
vehicles
£
|
Fixtures &
fittings,
computer
and other
equipment
£
|
Total
£
|
|||||||||||||
Group
|
||||||||||||||||
Cost
|
||||||||||||||||
At 1 April 2009
|
64,816 | 711,165 | 310,157 | 1,086,138 | ||||||||||||
Exchange Rate Revaluation
|
- | 2,186 | - | 2,186 | ||||||||||||
Additions
|
1,518 | 30,039 | 19,711 | 51,268 | ||||||||||||
At 31 March 2010
|
66,334 | 743,390 | 329,868 | 1,139,592 | ||||||||||||
Accumulated depreciation
|
||||||||||||||||
At 1 April 2009
|
49,690 | 252,134 | 244,744 | 546,568 | ||||||||||||
Exchange Rate Revaluation
|
- | 1,993 | - | 1,993 | ||||||||||||
Charge for the year
|
15,875 | 77,452 | 41,967 | 135,294 | ||||||||||||
At 31 March 2010
|
65,565 | 331,579 | 286,711 | 683,855 | ||||||||||||
Net book value
|
||||||||||||||||
At 31 March 2010
|
769 | 411,811 | 43,157 | 455,737 | ||||||||||||
At 31 March 2009
|
15,126 | 459,031 | 65,413 | 539,570 |
10.
|
INTANGIBLE FIXED ASSETS
|
Goodwill
£
|
Intellectual
property
£
|
Website
domains
£
|
Total
£
|
|||||||||||||
Group
|
||||||||||||||||
Cost
|
||||||||||||||||
At 1 April 2009 and 31 March 2010
|
19,195,216 | 200,000 | 12,500 | 19,407,716 | ||||||||||||
Accumulated depreciation
|
||||||||||||||||
At 1 April 2009
|
9,597,600 | 100,000 | 12,500 | 9,710,100 | ||||||||||||
Charge for the year
|
1,919,522 | 20,000 | - | 1,939,522 | ||||||||||||
At 31 March 2010
|
11,517,122 | 120,000 | 12,500 | 11,649,622 | ||||||||||||
Net book value
|
||||||||||||||||
At 31 March 2010
|
7,678,094 | 80,000 | - | 7,758,094 | ||||||||||||
At 31 March 2009
|
9,597,616 | 100,000 | - | 9,697,616 |
10.
|
INTANGIBLE FIXED ASSETS (CONTINUED)
|
Intellectual
property
£
|
||||
Company
|
||||
Cost
|
||||
At 1 April 2009 and 31 March 2010
|
200,000 | |||
Accumulated depreciation
|
||||
At 1 April 2009
|
100,000 | |||
Charge for the year
|
20,000 | |||
At 31 March 2010
|
120,000 | |||
Net book value
|
||||
At 31 March 2010
|
80,000 | |||
At 31 March 2009
|
100,000 |
11.
|
FIXED ASSET INVESTMENTS
|
Shares in
subsidiary
undertakings
£
|
||||
Company
|
||||
Cost
|
||||
At 1 April 2009 and 31 March 2010
|
21,317,332 |
|
The company holds the following investments in subsidiary undertakings:
|
Name
|
Country of incorporation/
registration and operation
|
Type of
shares
|
% of
nominal
value of
shares
|
Nature of
Business
|
|||
Femcare (Holdings) Limited
|
England
|
Ordinary
|
75 | * |
Holding Company
|
||
Femcare Distribution Limited
|
England
|
Ordinary
|
100 |
Holding Company
|
|||
Femcare Limited
|
England
|
Ordinary
|
100 | ** |
Medical Equipment
|
||
Femcare Urology Limited
|
England
|
Ordinary
|
100 | ** |
Medical Equipment
|
||
Femcare-Nikomed Limited
|
England
|
Ordinary
|
100 | ** |
Medical Equipment
|
||
Femcare Australia Pty Limited
|
Australia
|
Ordinary
|
100 | ** |
Medical Equipment
|
||
Percheron Limited
|
Isle of Man/England
|
Ordinary
|
100 |
Holding Company
|
|
* 25% held by Percheron Limited
|
2010
Group
£
|
2009
Group
£
|
|||||||
Raw materials
|
59,438 | 258,546 | ||||||
Work in progress
|
26,431 | 3,395 | ||||||
Finished goods
|
584,067 | 701,246 | ||||||
669,936 | 963,187 |
13.
|
DEBTORS: DUE WITHIN ONE YEAR
|
Group
2010
£
|
Company
2010
£
|
Group
2009
£
|
Company
2009
£
|
|||||||||||||
Trade debtors
|
1,124,443 | - | 1,765,306 | - | ||||||||||||
Other debtors and accrued income
|
509,910 | 165,773 | 499,948 | 201,309 | ||||||||||||
Other taxation and social security
|
- | - | 42,182 | - | ||||||||||||
Corporation tax debtor
|
142,712 | - | 134,400 | - | ||||||||||||
Deferred tax asset (see note 18)
|
184,004 | - | 112,386 | - | ||||||||||||
Group relief receivable
|
- | 2,523,364 | - | 2,093,793 | ||||||||||||
Amounts owed by group companies
|
- | 445,397 | - | 445,397 | ||||||||||||
1,961,069 | 3,134,534 | 2,554,222 | 2,740,499 |
Group
2010
£
|
Company
2010
£
|
Group
2009
£
|
Company
2009
£
|
|||||||||||||
Loans (see note 16)
|
200,000 | 200,000 | 300,000 | 300,000 | ||||||||||||
Bank overdraft (see note 16)
|
- | - | 24,687 | 24,687 | ||||||||||||
Trade creditors
|
656,837 | - | 770,452 | - | ||||||||||||
Amounts due to group undertakings
|
- | 9,708,420 | - | 8,904,146 | ||||||||||||
Other creditors and accruals
|
1,652,821 | 80,924 | 1,167,932 | 259,559 | ||||||||||||
Other taxation and social security
|
96,117 | - | 7,519 | - | ||||||||||||
2,605,775 | 9,989,344 | 2,270,590 | 9,488,392 |
15.
|
CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
|
2010
£
|
2009
£
|
|||||||
Group and company
|
||||||||
Bank borrowings (see note 16)
|
3,800,000 | 4,000,000 | ||||||
Unsecured loan notes net of loan issue costs (see note 16)
|
11,670,000 | 11,670,000 | ||||||
Accrued interest on unsecured loan notes (see note 16)
|
8,189,367 | 6,380,741 | ||||||
23,659,367 | 22,050,741 |
16.
|
MATURITY PROFILE OF FINANCIAL LIABILITIES
|
|
Bank
borrowings
£
|
Unsecured
loan notes
£
|
Total
£
|
|||||||||
Group and Company
|
||||||||||||
Borrowing repayable:
|
||||||||||||
Within one year or on demand
|
200,000 | - | 200,000 | |||||||||
Within one to two years
|
500,000 | - | 500,000 | |||||||||
Within two to five years
|
3,300,000 | 10,350,000 | 13,650,000 | |||||||||
After five years
|
- | 1,320,000 | 1,320,000 | |||||||||
4,000,000 | 11,670,000 | 15,670,000 |
|
The £1,320,000 unsecured loan notes are subordinate to the £10,350,000 unsecured loan notes and the bank borrowings and are redeemable on the sale or listing of the company. The £1,320,000 unsecured loan notes bear interest at 5%. The interest is rolled up and is payable on redemption.
|
|
The £10,350,000 unsecured loan notes are subordinate to the bank borrowings and were redeemable in August 2012, however, on 29 January 2010, a deed of amendment was signed changing the redemption date to 1 January 2015. However, they may be redeemed earlier than this date, subject to other outstanding financial commitments. The £10,350,000 unsecured loan notes bear interest at 10%. The interest for the first two years is rolled up and is payable on redemption. Thereafter, interest is payable twice yearly (in May and November), although may be deferred with agreement. It has been agreed that payment of all interest payable is deferred until no earlier than 31 March 2011 or redemption of the loan note if earlier.
|
17.
|
FINANCIAL COMMITMENTS
|
Land &
buildings
2010
£
|
Other
2010
£
|
Total
2010
£
|
Land &
buildings
2009
£
|
Other
2009
£
|
Total
2009
£
|
|||||||||||||||||||
Group
|
||||||||||||||||||||||||
Annual operating lease commitments which expire:
|
||||||||||||||||||||||||
Within one year or less
|
37,000 | 35,944 | 72,944 | 74,161 | - | 74,161 | ||||||||||||||||||
Between two and five years
|
73,846 | 38,722 | 112,568 | - | 111,755 | 111,755 |
18.
|
DEFERRED TAXATION
|
Group
2010
£
|
Group
2009
£
|
|||||||
At 1 April 2009
|
112,386 | 119,808 | ||||||
Profit and loss account
|
71,618 | (7,422 | ) | |||||
At 31 March 2010
|
184,004 | 112,386 |
Group 2010
£
|
Group 2009
£
|
|||||||
Accelerated capital allowances
|
120,048 | 93,084 | ||||||
Short term timing differences
|
41,998 | 19,302 | ||||||
Losses
|
21,958 | - | ||||||
184,004 | 112,386 |
19. |
SHARE CAPITAL
|
2010
£
|
2009
£
|
|||||||
Authorised
|
||||||||
375,455 ‘A’ ordinary shares of £0.01 each
|
3,755 | 3,755 | ||||||
545,000 ‘B’ ordinary shares of £0.01 each
|
5,450 | 5,450 | ||||||
102,273 ‘C’ ordinary shares of £0.01 each
|
1,022 | 1,022 | ||||||
10,227 | 10,227 | |||||||
Called up, allotted and fully paid
|
||||||||
355,000 ‘A’ ordinary shares of £0.01 each
|
3,550 | 3,550 | ||||||
545,000 ‘B’ ordinary shares of £0.01 each
|
5,450 | 5,450 | ||||||
100,000 ‘C’ ordinary shares of £0.01 each
|
1,000 | 1,000 | ||||||
10,000 | 10,000 |
19.
|
SHARE CAPITAL (CONTINUED)
|
|
Share rights
|
|
a)
|
Income: The profits of the company available for distribution shall be applied firstly in paying to the holders of the B Ordinary Shares in respect of each financial year of the Company, a cumulative preferential net cash dividend of a sum equal to no more than 10% of the net profits of the group,
|
|
b)
|
Voting: The B Ordinary Shares in certain specific circumstances (mainly in a Financial Default or breach of the Shareholders Agreement) and subject to certain defined steps being adhered to, have enhanced voting rights to exercise on a poll nine times the total number of votes conferred by all the shares of all other classes for the time being in issue. The C Ordinary Shares provide the right to attend but not to vote at any general meeting,
|
|
c)
|
Restrictions: All classes of Ordinary Shares are subject to certain restrictions,
|
|
d)
|
Return of Capital on Liquidation: all classes of shares rank pari passu and have equal rights.
|
Share capital
£
|
Share
premium
account
£
|
Own shares
£
|
Profit
and loss
account
£
|
Total
£
|
||||||||||||||||
Group
|
||||||||||||||||||||
At 1 April 2009
|
10,000 | 405,905 | (132,000 | ) | (9,741,203 | ) | (9,457,298 | ) | ||||||||||||
Loss for the year
|
- | - | - | (3,922,245 | ) | (3,922,245 | ) | |||||||||||||
At 31 March 2010
|
10,000 | 405,905 | (132,000 | ) | (13,663,448 | ) | (13,379,543 | ) |
Company
|
||||||||||||||||||||
At 1 April 2009
|
10,000 | 405,905 | (132,000 | ) | (7,665,207 | ) | (7,381,302 | ) | ||||||||||||
Loss for the year
|
- | - | - | (1,722,893 | ) | (1,722,893 | ) | |||||||||||||
At 31 March 2010
|
10,000 | 405,905 | (132,000 | ) | (9,388,100 | ) | (9,104,195 | ) |
21.
|
RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS’ DEFICIT
|
Group
2010
£
|
Group
2009
£
|
Company
2010
£
|
Company
2009
£
|
|||||||||||||
Loss for the financial year
|
(3,922,245 | ) | (1,626,797 | ) | (1,722,893 | ) | (1,597,586 | ) | ||||||||
(Sale)/purchase of shares
|
- | (27,000 | ) | - | (27,000 | ) | ||||||||||
Net deductions to shareholders’ deficit
|
(3,922,245 | ) | (1,653,797 | ) | (1,722,893 | ) | (1,624,586 | ) | ||||||||
Opening shareholders’ deficit
|
(9,457,298 | ) | (7,803,501 | ) | (7,381,302 | ) | (5,756,716 | ) | ||||||||
Closing shareholders’ deficit
|
(13,379,543 | ) | (9,457,298 | ) | (9,104,195 | ) | (7,381,302 | ) |
22.
|
RECONCILIATION OF OPERATING (LOSS)/PROFIT TO NET CASH INFLOW FROM OPERATING ACTIVITIES
|
2010
£
|
2009
£
|
|||||||
Operating (loss)/profit
|
(1,739,673 | ) | 633,340 | |||||
Depreciation and amortisation
|
2,076,809 | 2,046,161 | ||||||
Decrease/(Increase) in stocks
|
293,251 | (20,078 | ) | |||||
Decrease/(Increase) in debtors
|
673,083 | (598,476 | ) | |||||
Increase/(Decrease) in creditors
|
459,872 | (189,715 | ) | |||||
Net cash inflow from operating activities
|
1,763,342 | 1,871,232 |
23.
|
ANALYSIS OF NET DEBT
|
At
1 April
2009
£
|
Cash flow
£
|
At
31 March
2010
£
|
||||||||||
Cash at bank and in hand
|
1,109,438 | 931,325 | 2,040,763 | |||||||||
Overdraft
|
(24,687 | ) | 24,687 | - | ||||||||
1,084,751 | 956,012 | 2,040,763 | ||||||||||
Loans due within one year
|
(300,000 | ) | 100,000 | (200,000 | ) | |||||||
Loans due after one year
|
(15,670,000 | ) | 200,000 | (15,470,000 | ) | |||||||
(14,885,249 | ) | 1,256,012 | (13,629,237 | ) |
24.
|
RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET DEBT
|
2010
£
|
2009
£
|
|||||||
Increase/(decrease) in cash and overdrafts
|
956,012 | (603,379 | ) | |||||
Cash outflow from movement in debt and lease financing
|
300,000 | 1,087,882 | ||||||
Movement in net debt
|
1,256,012 | 484,503 | ||||||
Net debt at beginning of the year
|
(14,885,249 | ) | (15,369,752 | ) | ||||
Net debt at end of year
|
(13,629,237 | ) | (14,885,249 | ) |
25.
|
DERIVATIVES NOT INCLUDED AT FAIR VALUE
|
Notional amount
2010
£
|
Fair
value
2010
£
|
|||||||
Interest rate swap
|
2,666,666 | 12,310 |
26.
|
GUARANTEE
|
27.
|
TRANSACTIONS WITH RELATED PARTIES
|
2010
£
|
2009
£
|
|||||||
Triton Enterprises Limited
|
359,454 | 395,073 |
27.
|
TRANSACTIONS WITH RELATED PARTIES (CONTINUED)
|
|
Purchases
|
2010
£
|
2009
£
|
|||||||
AirIT Limited
|
17,297 | 16,226 | ||||||
Barclays Private Equity
|
- | - |
2010
£
|
2009
£
|
|||||||
Triton Enterprises Limited
|
48,323 | 22,287 |
2010
£
|
2009
£
|
|||||||
Due to funds sponsored or managed by Barclays Private Equity Limited
|
18,113,108 | 16,389,643 | ||||||
Due to other shareholders of the company
|
1,746,259 | 1,661,098 |
2010
£
|
2009
£
|
|||||||
Group relief receivable
|
2,523,364 | 2,093,793 |
2010
£
|
2009
£
|
|||||||
G M Filshie
|
74,171 | 112,828 |
27.
|
TRANSACTIONS WITH RELATED PARTIES (CONTINUED)
|
28.
|
CONTROLLING PARTY
|
Year ending
31 March
2010
£
|
Year ending
31 March
2009
£
|
|||||||
Administrative expenses (including net exceptional costs credit of (£29,375) (2009: £29,832 charge)
|
(7,430 | ) | (60,890 | ) | ||||
Amortisation of intellectual property
|
(20,000 | ) | (20,000 | ) | ||||
OPERATING LOSS
|
(27,430 | ) | (80,890 | ) | ||||
Interest receivable and similar income
|
- | 378 | ||||||
Interest payable and similar charges
|
(2,125,034 | ) | (2,189,724 | ) | ||||
LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION
|
(2,152,464 | ) | (2,270,236 | ) | ||||
Tax credit on loss on ordinary activities
|
429,571 | 672,650 | ||||||
RETAINED LOSS FOR THE FINANCIAL YEAR
|
(1,722,893 | ) | (1,597,586 | ) |