SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
March 31, 2016
(Date of Report)
ULTRALIFE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 000-20852 | 16-1387013 | ||
(State of incorporation) | (Commission File Number) |
(IRS Employer Identification No.) | ||
2000 Technology Parkway, Newark, New York | 14513 | |||
(Address of principal executive offices) | (Zip Code) |
(315) 332-7100
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Explanatory Note
This Amendment No. 1 on Form 8-K/A (this Form 8-K/A) is an amendment to the Current Report of Ultralife Corporation, dated January 20, 2016 (the Original Form 8-K). This Form 8-K/A is being filed to update Item 2.01 of the Original Form 8-K for the final purchase price adjustment pertaining to the acquisition and to provide the financial statements of the business acquired and pro forma financial information as required under Item 9.01 (a) and Item 9.01 (b), respectively. This Form 8-K/A amends Item 2.01 and restates in its entirety Item 9.01(a) and Item 9.01(b) of the Original Form 8-K.
Item 2.01 | Completion of Acquisition or Disposition of Assets |
On January 13, 2016, Ultralife UK Limited (the Merger Subsidiary), a U.K. corporation and a wholly-owned subsidiary of Ultralife Corporation (the Company), completed the acquisition of all of the outstanding ordinary shares of Accutronics Limited (Accutronics), a U.K. corporation based in Newcastle-under-Lyme, U.K., from Intrinsic Equity Limited, Catapult Growth Fund Limited Partnership, MJF Pension Trustees Limited, Robert Andrew Phillips and Michael Allen (collectively, the Sellers). There are no material relationships between the Company or Merger Subsidiary and any of the Sellers, other than pertaining to this acquisition. Accutronics is a leading independent designer and manufacturer of smart batteries and charger systems for high-performance, feature-laden portable and handheld electronic devices.
The acquisition was completed pursuant to the terms of a Share Purchase Agreement dated January 13, 2016, by and among the Merger Subsidiary and the Sellers. The Merger Subsidiary paid at the time of closing an aggregate purchase price of £7.575 million (approximately $11.0 million) in cash, and in exchange the Merger Subsidiary received all of the outstanding shares of Accutronics ordinary stock. Monies to fund the purchase price were advanced to the Merger Subsidiary from the Companys general corporate funds.
The purchase price was subject to adjustment based on the difference between actual and estimated amounts of working capital of Accutronics as well as the amount of net cash/indebtedness of Accutronics. The adjustment resulted in a final payment to the Sellers in the amount of £0.133 million on February 24, 2016 bringing the total aggregate purchase price to £7.708 million (approximately $11.2 million).
The Stock Purchase Agreement was filed with our Form 10-K for the fiscal year ended December 31, 2015 to provide investors and security holders with information regarding the terms, provisions, conditions, and covenants and is not intended to provide any other factual information respecting the Company, or Accutronics. In particular, the Stock Purchase Agreement contains representations and warranties made to and solely for the benefit of the parties thereto, allocating among themselves various risks of the transactions. The assertions embodied in those representations and warranties are qualified or modified by information in confidential disclosure schedules that the parties have exchanged in connection with signing the Stock Purchase Agreement. Moreover, information concerning the subject matter of the representations and warranties may be subject to limitations agreed upon by the parties and standards of materiality applicable to the parties that differ from those applicable to investors, and may change after the date of the Stock Purchase Agreement. This subsequent information may or may not be fully reflected in our public disclosures. Accordingly, investors and security holders should not rely on the representations and warranties in the Stock Purchase Agreement as characterizations of the actual state of any fact or facts.
Item 9.01 | Financial Statements and Exhibits |
(a) | Financial Statements of Business Acquired |
The audited historical financial statements of Accutronics for the most recent fiscal year ended August 31, 2015, are filed herewith in Exhibit 99.1. These financial statements were prepared and audited in accordance with United Kingdom Generally Accepted Accounting Standards. The Company utilized a third party independent accounting firm to analyze any material differences between UK and US Generally Accepted Accounting Principles (US GAAP) for Accutronics. Based on this review and the due diligence performed by the Company, we are not aware of any material differences requiring adjustment in the financial statements presented.
(b) | Pro Forma Financial Information |
The pro forma financial information required by this item is presented below. The financial information provided for Accutronics in the Pro Forma Financial Information has been recast to be consistent with the Companys fiscal year ended December 31, 2015.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The following unaudited pro forma condensed combined financial statements are based on our historical consolidated financial statements and Accutronics recasted historical financial statements as adjusted to give effect to the Companys acquisition of Accutronics. The unaudited pro forma condensed combined statement of operations for the twelve months ended December 31, 2015 gives effect to the transaction had it occurred on January 1, 2015. The unaudited pro forma condensed combined balance sheet as of December 31, 2015 gives effect to the transaction had it occurred on January 1, 2015.
The assumptions and estimates underlying the unaudited adjustments to the pro forma condensed combined financial statements are described in the accompanying notes, which should be read together with the pro forma combined financial statements.
The unaudited pro forma condensed combined financial statements should be read together with the Companys historical financial statements, which are included in the Companys latest annual report on Form 10-K, and Accutronics historical information included herein. The financial information provided for Accutronics in the unaudited pro forma condensed combined financial statements has been recast to be consistent with the Companys fiscal year ended December 31, 2015. Accutronics results for this twelve-month period are derived by adding their results for the four months subsequent to its financial statements for its fiscal year ended August 31, 2015 and subtracting the comparable months from the preceding year.
Unaudited Pro Forma Condensed Combined Balance Sheet
Year Ended December 31, 2015
(In Thousands, Except Per Share Information)
Ultralife Corporation and Subsidiaries Historical |
Accutronics Ltd Historical |
Pro Forma Adjustments |
Notes | Pro Forma Combined |
||||||||||||||
Current Assets: |
||||||||||||||||||
Cash, Cash Equivalents and Restricted Cash |
$ | 14,533 | $ | 1,304 | -$ | 11,161 | a | $ | 4,676 | |||||||||
Trade Accounts Receivable |
11,430 | 1,344 | 12,774 | |||||||||||||||
Inventories |
23,814 | 2,093 | 25,907 | |||||||||||||||
Prepaid Expense and Other Current Assets |
2,077 | 289 | 2,366 | |||||||||||||||
Deferred Income Taxes |
92 | 92 | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Current Assets |
51,946 | 5,030 | -11,161 | 45,815 | ||||||||||||||
Property, Equipment and Improvements |
9,038 | 368 | 9,406 | |||||||||||||||
Goodwill |
16,283 | 4,383 | b | 20,666 | ||||||||||||||
Intangible Assets |
3,946 | 4,776 | c | 8,722 | ||||||||||||||
Other Non-Current Assets |
309 | 309 | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Total Assets |
$ | 81,522 | $ | 5,398 | -$ | 2,002 | $ | 84,918 | ||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Current Liabilities: |
||||||||||||||||||
Accounts Payable |
$ | 6,494 | $ | 1,009 | $ | 7,503 | ||||||||||||
Accrued Compensation and Related Benefits |
2,377 | 2,377 | ||||||||||||||||
Accrued Expenses and Current Liabilities |
1,749 | 1,134 | 2,883 | |||||||||||||||
Income Taxes Payable |
227 | 111 | 338 | |||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
10,847 | 2,254 | 13,101 | ||||||||||||||||
Deferred Income Taxes |
4,631 | 74 | 860 | d | 5,565 | |||||||||||||
Other Non-Current Liabilities |
28 | 209 | 237 | |||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Total Liabilities |
15,506 | 2,536 | 860 | 18,902 | ||||||||||||||
Total Shareholders Equity |
66,016 | 2,862 | -2,862 | e | 66,016 | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Total Liabilities and Shareholders Equity |
$ | 81,522 | $ | 5,398 | -$ | 2,002 | $ | 84,918 | ||||||||||
|
|
|
|
|
|
|
|
Unaudited Pro Forma Condensed Combined Statement of Operations
Year Ended December 31, 2015
(In Thousands, Except Per Share Information)
Ultralife Corporation and Subsidiaries Historical |
Accutronics Ltd Historical |
Pro Forma Adjustments |
Notes | Pro Forma Combined |
||||||||||||||
Revenues |
$ | 76,427 | $ | 13,108 | $ | 89,535 | ||||||||||||
Cost of Products Sold |
53,111 | 9,058 | 62,169 | |||||||||||||||
|
|
|
|
|
|
|||||||||||||
Gross Profit |
23,316 | 4,050 | 27,366 | |||||||||||||||
Operating Expenses: |
||||||||||||||||||
Research & Development |
5,473 | 363 | 5,836 | |||||||||||||||
Selling, General & Administrative |
14,128 | 2,433 | 16,561 | |||||||||||||||
Intangible Asset Amortization |
235 | 0 | 370 | f | 605 | |||||||||||||
Intangible Asset Impairment |
150 | 0 | 150 | |||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
19,986 | 2,795 | 370 | 23,151 | |||||||||||||||
Operating Income |
3,330 | 1,255 | -370 | 4,215 | ||||||||||||||
Other (Expense) Income |
||||||||||||||||||
Interest Income (Expense), Net |
-245 | -63 | -308 | |||||||||||||||
Miscellaneous |
65 | 16 | 81 | |||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
-180 | -48 | -228 | ||||||||||||||||
Income Before Income Taxes |
3,150 | 1,207 | -370 | 3,987 | ||||||||||||||
Income Tax Provision |
310 | 120 | -74 | g | 356 | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Net Income |
2,840 | 1,087 | -296 | 3,631 | ||||||||||||||
Net Loss Attributable to Non-Controlling Interest |
29 | 0 | 29 | |||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Net Income Attrributable to Ultralife |
2,869 | 1,087 | -296 | 3,660 | ||||||||||||||
Net Income Per Share - Basic |
$ | 0.18 | $ | 0.07 | -$ | 0.02 | $ | 0.23 | ||||||||||
Net Income Per Share - Diluted |
$ | 0.17 | $ | 0.07 | -$ | 0.02 | $ | 0.22 | ||||||||||
Weighted Average Shares Outstanding - Basic |
16,182 | 16,182 | ||||||||||||||||
Weighted Average Shares Outstanding - Diluted |
16,458 | 16,458 |
See accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Information
Notes to the Unaudited Pro Forma Condensed Combined Financial Information
(In Thousands, Except Per Share Information)
Note 1 Basis of Presentation
The historical consolidated financial statements have been adjusted in the pro forma condensed combined financial statements to give effect to the pro forma events that are (1) directly attributable to the business combination, (2) factually supportable and (3) with respect to the pro forma condensed combined statement of operations, expected to have a continuing impact on the combined results following the business combination.
The business combination was accounted for under the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations. As an acquirer for accounting purposes, the Company has estimated the fair value of Accutronics assets acquired and liabilities assumed and ensured that the accounting policies of Accutronics were consistent with that of the Company.
The pro forma condensed combined financial statements do not necessarily reflect what the combined companys financial condition or results of operations would have been had the acquisition occurred on the dates indicated. They also may not be useful in predicting the future financial condition and results of operations of the combined company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.
The condensed combined pro forma financial information does not reflect the realization of any expected cost savings or other synergies from the acquisition of Accutronics as a result of restructuring activities, other cost savings initiatives or sales synergies following the completion of the business combination.
Note 2 Foreign Currency and US GAAP Conversion
The recast historical financial information of Accutronics was prepared in accordance with United Kingdom Generally Accepted Accounting Standards and presented in British Pounds Sterling. The recast historical information was translated from British Pounds Sterling to US Dollars using the following historical exchange rates:
$/£ | ||||
Statement of Operations - 12 Month Average Exchange Rate for Year Ended December 31, 2015 |
1.57 | |||
Balance Sheet - Exchange Rate for Acquisition Date (January 13, 2016)* |
1.45 |
* | The Balance Sheet translation rate was not materially different from the December 31, 2015 rate. |
The Company utilized a third party independent accounting firm to analyze any material differences between UK and US GAAP for Accutronics. Based on this review and the due diligence performed by the Company, we are not aware of any material differences requiring adjustment in the pro forma condensed combined financial statements.
Note 3 Funding Transaction
The Company completed the acquisition of Accutronics for approximately £7.708 million (approximately $11.2 million) in cash. The Company utilized monies from its general corporate funds for the acquisition.
Note 4 Preliminary Purchase Price Allocation
The Company has performed a preliminary valuation analysis of the fair market value of Accutronics assets and liabilities to identify, value and assign estimated useful lives to intangible assets and to determine goodwill. The resulting valuation analysis is considered preliminary as it has not been audited by the Companys independent registered public accountant at the time of this filing. The following table summarizes the allocation of the preliminary purchase price as of the acquisition date (in thousands):
Cash |
$ | 1,304 | ||
Accounts Receivable |
1,344 | |||
Inventory |
2,093 | |||
Prepaids and Other Current Assets |
289 | |||
Property, Plant & Equipment |
368 | |||
Identifiable Intangible Assets |
4,776 | |||
Goodwill |
4,383 | |||
Accounts Payable |
-1,009 | |||
Accrued Expenses |
-1,134 | |||
Income Taxes Payable |
-111 | |||
Non-Current Liabilities |
-209 | |||
Deferred Income Taxes |
-74 | |||
Deferred Taxes on Intangible Assets |
-860 | |||
|
|
|||
Total Consideration |
$ | 11,161 | ||
|
|
The preliminary purchase price allocation has been used to prepare pro forma adjustments in the pro forma balance sheet and income statement. The final purchase price allocation will be determined when the Companys allocation is audited. The final allocation could differ materially from the preliminary allocation used in the pro forma adjustments. The final audited allocation may include (1) changes in allocations to intangible assets such as customer contracts and relationships, trade name and intellectual property as well as goodwill, (2) changes to deferred taxes and (3) other changes to assets and liabilities.
Note 5 Pro Forma Adjustments
The pro forma adjustments are based on our preliminary estimates and assumptions that are subject to change. The following adjustments have been reflected in the unaudited pro forma condensed combined financial information:
(a) | Represents the total aggregate purchase price for the acquisition of £7.708 million (approximately $11.2 million). |
(b) | Reflects the adjustment to record goodwill associated with the acquisition of $4.383 million as shown in Note 4. The amount of the goodwill adjustment is based on the preliminary valuation analysis based on financial data as of the Companys fiscal year ended December 31, 2015. The resulting valuation analysis is considered preliminary as it has not been audited by the Companys independent registered public accountant at the time of this filing. |
(c) | Reflects the adjustment to allocate the purchase price to identifiable intangible assets as shown in Note 4. The Company performed an appraisal to identify and value intangible assets, which they determined to be customer contracts and relationships, trade name and intellectual property. The fair value of the identifiable |
intangible assets was determined using the income approach requiring a forecast of all of the expected future cash flows. The resulting valuation analysis is considered preliminary as it has not been audited by the Companys independent registered public accountant at the time of this filing. The following table summarizes the estimated fair value, the estimated useful life and the estimated annual amortization for each of the identifiable intangible assets resulting from the valuation analysis: |
Estimated Fair Value |
Estimated Useful Lives in Years |
Annual Estimated Amortization Expense |
||||||||
($ 000s) | ($ 000s) | |||||||||
Customer Contracts and Relationships |
$ | 3,223 | 15 | $ | 215 | |||||
Trade Name |
421 | 10 | 42 | |||||||
Intellectual Property |
1,132 | 10 | 113 | |||||||
|
|
|
|
|||||||
Pro Forma Adjustments |
$ | 4,776 | $ | 370 | ||||||
|
|
|
|
The unaudited estimates of fair value and estimated useful lives could differ from final amounts upon completion of the Companys annual audit, and the difference could have a material effect on the accompanying unaudited pro forma condensed combined financial statements. A doubling or halving of the attrition estimates used to estimate the fair value of the customer contracts and relationships could cause a corresponding increase or decrease in the balance between intangible assets and goodwill by approximately 11% to 12%. An increase or decrease in the estimated useful lives of the identifiable intangible assets by five years could cause a corresponding change in the balance of intangible assets by approximately +5% or -16%, respectively, with the offset to goodwill. There would also be a corresponding impact to the annual intangible amortization expense.
(d) | Reflects the adjustment to the deferred tax liabilities resulting from the acquisition. The estimated increase in deferred taxes liabilities stems from the fair value adjustments for non-deductible intangible assets based on the long-term enacted corporation tax rate for the United Kingdom of 18%. The estimate of deferred income tax balances is preliminary and subject to change once the valuation analysis is audited by the Companys independent registered public accountant. The following table summarizes the pro forma estimated deferred tax adjustment for each identifiable intangible asset: |
Estimated Fair Value |
Estimated Tax Rate |
Deferred Tax |
||||||||||
($ 000s) | ($ 000s) | |||||||||||
Customer Contracts and Relationships |
$ | 3,223 | 18 | % | $ | 580 | ||||||
Trade Name |
421 | 18 | % | 76 | ||||||||
Intellectual Property |
1,132 | 18 | % | 204 | ||||||||
|
|
|
|
|||||||||
Pro Forma Adjustments |
$ | 4,776 | $ | 860 | ||||||||
|
|
|
|
(e) | Represents the adjustment to eliminate the shareholdersequity of Accutronics in accordance with purchase accounting for the acquisition. |
(f) | Reflects the adjustment for the annual intangible asset amortization as described in Note 5 (c). |
(g) | Reflects the income tax effect of pro forma adjustments based on the statutory UK tax rate for 2015. |
Note 6 Non-Recurring Transaction Costs
The Company incurred non-recurring transaction costs of approximately $.25 million which are directly attributable to the Accutronics acquisition. These costs, including one-time accounting, legal and due diligence services as well as stamp duties related to the acquisition of the UK-based company, were incurred in the first quarter of 2016 and, accordingly, are not reflected in the pro forma condensed combined financial statements presented herein.
(c) | Exhibits |
99.1 Historical Audited Financial Statements for Accutronics for the Year Ended August 31, 2015
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 31, 2016 | ULTRALIFE CORPORATION | |||
By: | /s/ Philip A. Fain | |||
Philip A. Fain | ||||
Chief Financial Officer and Treasurer |
Exhibit 99.1
Registered number: 06999250
Accutronics Limited |
Directors report and financial statements |
for the year ended 31 August 2015 |
Accutronics Limited
Company Information
Directors | R A Phillips J B Grenfell M Allen | |
Registered number | 06999250 | |
Registered office | Unit 20 Loomer Road Chesterton Newcastle-under-Lyme Staffordshire ST5 7LB | |
Independent auditors | Dains LLP 15 Colmore Row Birmingham B3 2BH |
Accutronics Limited
Contents
Page | ||
Strategic report |
1 | |
Directors report |
2 - 3 | |
Independent auditors report |
4 - 5 | |
Profit and loss account |
6 | |
Balance sheet |
7 | |
Cash flow statement |
8 | |
Notes to the financial statements |
9 - 18 | |
Detailed profit and loss account and summaries |
19 - 21 |
Accutronics Limited
Strategic report
for the year ended 31 August 2015
Principal activity
The principal activity of the company in the year continued to be that of a developer and manufacturer of custom rechargeable batteries for professional applications.
Business review
The Directors are pleased to report another successful year for the company. This was a year that saw a high level of activity in new product development, but still yielded a turnover of £8.56 million and operating profit was £737k, a significant improvement on the prior year. Our liquidity remains strong and the company continues to have the appropriate headroom to enable it to move forward into the coming year and continue to execute the strategic growth plans established for Accutronics Limited.
We have made progress in expanding our customer base and expect this to continue in the coming year. We are pleased with the new customer relationships we have forged over the last year and will continue to build ever stronger relationships with existing customers. This continues to strengthen yet further the business and allows us to continue to focus on delivering the latest battery technology to OEMs worldwide in a range of professional markets including Medical and specialist electronics markets.
The continued strong investment in New Product Development and R & D continues to enhance our own ready for market platform, Entellion. This, along with our innovative approach to unique bespoke battery solutions, our focus on quality and our excellent levels of customer service, continue to ensure that we deliver for all our stakeholders.
Principal risks and uncertainties
The companys operations expose it to a variety of financial risks including, principally, currency risk which it seeks to mitigate where possible.
Currency risk
The company has exposure to currency fluctuations in both the Euro and US Dollar but have appropriate policies and instruments in place to monitor and control this potential exposure.
Financial key performance indicators
The Gross margin for the year is 32.6% (2014 - 30.4%) and is deemed appropriate for the business given its required infrastructure and its need to invest in R & D.
Its Operating Profit margin is 8.7% (2014 - 4.4%), again acceptable given the R & D investment currently being made.
Other key performance indicators
Headcount, at 75 FTE, remains appropriate given the current order book and requirements.
This report was approved by the board on 11 November 2015 and signed on its behalf.
R A Phillips
Director
Page 1
Accutronics Limited
Directors report
for the year ended 31 August 2015
The directors present their report and the financial statements for the year ended 31 August 2015.
Directors
The directors who served during the year were:
R A Phillips
J B Grenfell
M Allen
Directors responsibilities statement
The directors are responsible for preparing the Directors report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have 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 directors must not approve the financial statements unless they are 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 directors are required to:
| 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, subject to any material departures disclosed and explained in the financial statements; |
| prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the companys 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. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the corporate and financial information included on the companys website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements and other information included in Directors reports may differ from legislation in other jurisdictions.
Results
The profit for the year, after taxation, amounted to £630,643 (2014 - £311,974).
Page 2
Accutronics Limited
Directors report
for the year ended 31 August 2015
Provision of information to auditors
Each of the persons who are directors at the time when this Directors report is approved has confirmed that:
| so far as that director is aware, there is no relevant audit information of which the companys auditors are unaware, and |
| that director has taken all the steps that ought to have been taken as a director in order to be aware of any information needed by the companys auditors in connection with preparing their report and to establish that the companys auditors are aware of that information. |
Auditors
The auditors, Dains LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on 11 November 2015 and signed on its behalf.
R A Phillips
Director
Page 3
Accutronics Limited
Independent auditors report to the members of Accutronics Limited
We have audited the financial statements of Accutronics Limited for the year ended 31 August 2015, which comprise the profit and loss account, the balance sheet and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).
This report is made solely to the companys 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 companys members those matters we are required to state to them in an Auditors 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 companys members as a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors
As explained more fully in the Directors responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Boards Ethical Standards for Auditors.
Scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the companys circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements. In addition, we read all the financial and non-financial information in the Strategic report and the Directors report to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.
Opinion on financial statements
In our opinion the financial statements:
| give a true and fair view of the state of the companys affairs as at 31 August 2015 and of its profit 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. |
Opinion on other matter prescribed by the Companies Act 2006
In our opinion the information given in the Strategic report and the Directors report for the financial year for which the financial statements are prepared is consistent with the financial statements.
Page 4
Accutronics Limited
Independent auditors report to the members of Accutronics Limited
Matters on which we are required to report by exception
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 directors remuneration specified by law are not made; or |
| we have not received all the information and explanations we require for our audit. |
Mark Hargate FCA (Senior statutory auditor)
for and on behalf of
Dains LLP
Statutory Auditor
Chartered Accountants
Birmingham
11 November 2015
Page 5
Accutronics Limited
Profit and loss account
for the year ended 31 August 2015
2015 | 2014 | |||||||||
Note | £ | £ | ||||||||
Turnover |
1 | 8,562,211 | 7,533,916 | |||||||
Cost of sales |
(5,770,594 | ) | (5,240,414 | ) | ||||||
|
|
|
|
|||||||
Gross profit |
2,791,617 | 2,293,502 | ||||||||
Selling and distribution expenses |
(93,387 | ) | (93,622 | ) | ||||||
Administrative expenses |
(1,960,751 | ) | (1,871,635 | ) | ||||||
|
|
|
|
|||||||
Operating profit |
3 | 737,479 | 328,245 | |||||||
Interest payable and similar charges |
6 | (37,873 | ) | (21,443 | ) | |||||
|
|
|
|
|||||||
Profit on ordinary activities before taxation |
699,606 | 306,802 | ||||||||
Tax on profit on ordinary activities |
7 | (68,963 | ) | 5,172 | ||||||
|
|
|
|
|||||||
Profit for the financial year |
15 | 630,643 | 311,974 | |||||||
|
|
|
|
All amounts relate to continuing operations.
There were no recognised gains and losses for 2015 or 2014 other than those included in the profit and loss account.
The notes on pages 9 to 18 form part of these financial statements.
Page 6
Accutronics Limited
Registered number: 06999250
Balance sheet
as at 31 August 2015
2015 | 2014 | |||||||||||||||||
Note | £ | £ | £ | £ | ||||||||||||||
Fixed assets |
||||||||||||||||||
Tangible assets |
8 | 279,483 | 232,493 | |||||||||||||||
Current assets |
||||||||||||||||||
Stocks |
9 | 1,474,624 | 1,292,167 | |||||||||||||||
Debtors |
10 | 1,672,652 | 1,299,015 | |||||||||||||||
Cash at bank and in hand |
824,633 | 239,327 | ||||||||||||||||
|
|
|
|
|||||||||||||||
3,971,909 | 2,830,509 | |||||||||||||||||
Creditors: amounts falling due within one year |
11 | (2,075,763 | ) | (1,242,816 | ) | |||||||||||||
|
|
|
|
|||||||||||||||
Net current assets |
1,896,146 | 1,587,693 | ||||||||||||||||
|
|
|
|
|||||||||||||||
Total assets less current liabilities |
2,175,629 | 1,820,186 | ||||||||||||||||
Creditors: amounts falling due after more than one year |
12 | (59,843 | ) | (173,609 | ) | |||||||||||||
Provisions for liabilities |
||||||||||||||||||
Deferred tax |
13 | (50,991 | ) | (29,522 | ) | |||||||||||||
|
|
|
|
|||||||||||||||
Net assets |
2,064,795 | 1,617,055 | ||||||||||||||||
|
|
|
|
|||||||||||||||
Capital and reserves |
||||||||||||||||||
Called up share capital |
14 | 254,453 | 250,000 | |||||||||||||||
Profit and loss account |
15 | 1,810,342 | 1,367,055 | |||||||||||||||
|
|
|
|
|||||||||||||||
Shareholders funds |
16 | 2,064,795 | 1,617,055 | |||||||||||||||
|
|
|
|
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 11 November 2015.
R A Phillips
Director
The notes on pages 9 to 18 form part of these financial statements.
Page 7
Accutronics Limited
Cash flow statement
for the year ended 31 August 2015
2015 | 2014 | |||||||||
Note | £ | £ | ||||||||
Net cash flow from operating activities |
18 | 182,208 | 72,035 | |||||||
Returns on investments and servicing of finance |
19 | (37,873 | ) | (21,443 | ) | |||||
Taxation |
4,480 | (4,480 | ) | |||||||
Capital expenditure and financial investment |
19 | (141,304 | ) | (162,734 | ) | |||||
Equity dividends paid |
(100,000 | ) | (22,899 | ) | ||||||
|
|
|
|
|||||||
Cash outflow before financing |
(92,489 | ) | (139,521 | ) | ||||||
Financing |
19 | (7,844 | ) | 11,113 | ||||||
|
|
|
|
|||||||
Decrease in cash in the year |
(100,333 | ) | (128,408 | ) | ||||||
|
|
|
|
Reconciliation of net cash flow to movement in net funds/debt
for the year ended 31 August 2015
2015 | 2014 | |||||||
£ | £ | |||||||
Decrease in cash in the year |
(100,333 | ) | (128,408 | ) | ||||
Cash outflow from decrease in debt and lease financing |
7,844 | (11,113 | ) | |||||
|
|
|
|
|||||
Movement in net debt in the year |
(92,489 | ) | (139,521 | ) | ||||
Net funds at 1 September 2014 |
88,367 | 227,888 | ||||||
|
|
|
|
|||||
Net (debt)/funds at 31 August 2015 |
(4,122 | ) | 88,367 | |||||
|
|
|
|
The notes on pages 9 to 18 form part of these financial statements.
Page 8
Accutronics Limited
Notes to the financial statements
for the year ended 31 August 2015
1. | Accounting policies |
1.1 | Basis of preparation of financial statements |
The financial statements have been prepared under the historical cost convention and in accordance with applicable accounting standards.
1.2 | Turnover |
Turnover comprises revenue recognised by the company in respect of goods supplied, exclusive of Value Added Tax and trade discounts. Turnover is recognised when goods are despatched to customers.
1.3 | 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 of fixed assets, less their estimated residual value, over their expected useful lives on the following bases:
Leasehold improvements |
- | Over the term of the lease | ||||||
Plant and machinery |
- | 20 | % | straight line | ||||
Furniture, fittings and equipment |
- | 33 | % | straight line |
1.4 | Operating leases |
Rentals under operating leases are charged to the profit and loss account on a straight line basis over the lease term.
1.5 | Stocks and work in progress |
Stocks and work in progress are valued at the lower of cost and net realisable value after making due allowance for obsolete and slow-moving stocks. Cost includes an appropriate proportion of labour and overheads.
1.6 | Deferred taxation |
Full provision is made for deferred tax assets and liabilities arising from all timing differences between the recognition of gains and losses in the financial statements and recognition in the tax computation.
A net deferred tax asset is recognised only if it can be regarded as more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted.
Deferred tax assets and liabilities are calculated at the tax rates expected to be effective at the time the timing differences are expected to reverse.
Deferred tax assets and liabilities are not discounted.
Page 9
Accutronics Limited
Notes to the financial statements
for the year ended 31 August 2015
1. | Accounting policies (continued) |
1.7 | Foreign currencies |
Monetary assets and liabilities denominated in foreign currencies are translated into sterling at rates of exchange ruling at the balance sheet date.
Transactions in foreign currencies are translated into sterling at the rate ruling at the start of the month in which the transaction occurs.
Exchange gains and losses are recognised in the profit and loss account.
1.8 | Research and development |
Research expenditure is written off in the year in which it is incurred.
Development costs not considered to meet the criteria for capitalisation as intangible fixed assets are written off in the year of expenditure.
1.9 | Pensions |
The company contributes to the personal pension plans of a number of employees. The profit and loss account charge in the year represents the amounts contributed to these schemes in the year.
2. | Turnover |
The whole of the turnover is attributable to the companys principal activity.
A geographical analysis of turnover is as follows:
2015 £ |
2014 £ |
|||||||
United Kingdom |
449,560 | 371,795 | ||||||
Rest of European Union |
7,526,596 | 6,637,531 | ||||||
Rest of world |
586,055 | 524,590 | ||||||
|
|
|
|
|||||
8,562,211 | 7,533,916 | |||||||
|
|
|
|
Page 10
Accutronics Limited
Notes to the financial statements
for the year ended 31 August 2015
3. | Operating profit |
The operating profit is stated after charging/(crediting):
2015 £ |
2014 £ |
|||||||
Depreciation of tangible fixed assets: |
||||||||
- owned by the company |
94,314 | 86,672 | ||||||
Auditors remuneration |
9,500 | 9,200 | ||||||
Auditors remuneration - non-audit |
4,840 | 3,250 | ||||||
Operating lease rentals: |
||||||||
- plant and machinery |
16,108 | 14,566 | ||||||
- other operating leases |
55,000 | 55,000 | ||||||
Difference on foreign exchange |
82,102 | 153,341 | ||||||
Development work |
115,702 | 113,108 | ||||||
|
|
|
|
4. | Staff costs |
Staff costs, including directors remuneration, were as follows:
2015 £ |
2014 £ |
|||||||
Wages and salaries |
1,759,668 | 1,664,750 | ||||||
Social security costs |
158,127 | 157,282 | ||||||
Other pension costs |
52,544 | 44,960 | ||||||
|
|
|
|
|||||
1,970,339 | 1,866,992 | |||||||
|
|
|
|
The average monthly number of employees, including the directors, during the year was as follows:
2015 No. |
2014 No. |
|||||||
Production |
46 | 39 | ||||||
Directors |
2 | 2 | ||||||
Engineers |
10 | 12 | ||||||
Sales |
5 | 5 | ||||||
Administration and support |
13 | 11 | ||||||
|
|
|
|
|||||
76 | 69 | |||||||
|
|
|
|
Page 11
Accutronics Limited
Notes to the financial statements
for the year ended 31 August 2015
5. | Directors remuneration |
2015 £ |
2014 £ |
|||||||
Remuneration |
171,946 | 163,959 | ||||||
|
|
|
|
|||||
Company pension contributions to defined contribution pension schemes |
6,411 | 6,361 | ||||||
|
|
|
|
During the year retirement benefits were accruing to 1 director (2014 - 1) in respect of defined contribution pension schemes.
6. | Interest payable |
2015 £ |
2014 £ |
|||||||
On bank loans and overdrafts |
28,818 | 13,750 | ||||||
Other interest payable |
9,055 | 7,693 | ||||||
|
|
|
|
|||||
37,873 | 21,443 | |||||||
|
|
|
|
7. | Taxation |
2015 £ |
2014 £ |
|||||||
Analysis of tax charge/(credit) in the year |
||||||||
Current tax (see note below) |
||||||||
UK corporation tax charge on profit for the year |
47,495 | | ||||||
Adjustments in respect of prior periods |
(1 | ) | (4,356 | ) | ||||
|
|
|
|
|||||
Total current tax |
47,494 | (4,356 | ) | |||||
|
|
|
|
|||||
Deferred tax |
||||||||
Origination and reversal of timing differences |
21,469 | 628 | ||||||
Effect of changes in tax rates |
| (1,444 | ) | |||||
|
|
|
|
|||||
Total deferred tax (see note 13) |
21,469 | (816 | ) | |||||
|
|
|
|
|||||
Tax on profit on ordinary activities |
68,963 | (5,172 | ) | |||||
|
|
|
|
Page 12
Accutronics Limited
Notes to the financial statements
for the year ended 31 August 2015
7. | Taxation (continued) |
Factors affecting tax charge for the year
The tax assessed for the year is lower than (2014 - lower than) the standard rate of corporation tax in the UK of 20% (2014 - 20%). The differences are explained below:
2015 | 2014 | |||||||
£ | £ | |||||||
Profit on ordinary activities before tax |
699,606 | 306,802 | ||||||
|
|
|
|
|||||
Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 20% (2014 - 20%) |
139,921 | 61,360 | ||||||
Effects of: |
||||||||
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment |
2,359 | 1,760 | ||||||
Capital allowances for year in excess of depreciation |
(8,272 | ) | (14,164 | ) | ||||
Utilisation of tax losses |
(13,719 | ) | | |||||
Adjustments to tax charge in respect of prior periods |
(1 | ) | (4,356 | ) | ||||
Short term timing difference leading to an increase in taxation |
297 | 43 | ||||||
Research and development claim leading to a decrease in the tax charge |
(69,982 | ) | (66,973 | ) | ||||
Unrelieved tax losses carried forward |
| 17,974 | ||||||
Other differences leading to a decrease in the tax charge |
(3,109 | ) | | |||||
|
|
|
|
|||||
Current tax charge/(credit) for the year (see note above) |
47,494 | (4,356 | ) | |||||
|
|
|
|
Page 13
Accutronics Limited
Notes to the financial statements
for the year ended 31 August 2015
8. | Tangible fixed assets |
Leasehold £ |
Plant and £ |
Furniture, £ |
Total £ |
|||||||||||||
Cost |
||||||||||||||||
At 1 September 2014 |
| 198,039 | 243,687 | 441,726 | ||||||||||||
Additions |
42,718 | 62,019 | 36,567 | 141,304 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
At 31 August 2015 |
42,718 | 260,058 | 280,254 | 583,030 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Depreciation |
||||||||||||||||
At 1 September 2014 |
| 41,369 | 167,864 | 209,233 | ||||||||||||
Charge for the year |
6,040 | 41,579 | 46,695 | 94,314 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
At 31 August 2015 |
6,040 | 82,948 | 214,559 | 303,547 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net book value |
||||||||||||||||
At 31 August 2015 |
36,678 | 177,110 | 65,695 | 279,483 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
At 31 August 2014 |
| 156,670 | 75,823 | 232,493 | ||||||||||||
|
|
|
|
|
|
|
|
9. | Stocks |
2015 £ |
2014 £ |
|||||||
Raw materials |
673,305 | 742,454 | ||||||
Work in progress |
418,763 | 203,137 | ||||||
Finished goods and goods for resale |
382,556 | 346,576 | ||||||
|
|
|
|
|||||
1,474,624 | 1,292,167 | |||||||
|
|
|
|
10. | Debtors |
2015 £ |
2014 £ |
|||||||
Trade debtors |
963,749 | 964,116 | ||||||
Other debtors |
589,815 | 232,252 | ||||||
Prepayments and accrued income |
119,088 | 98,168 | ||||||
Tax recoverable |
| 4,479 | ||||||
|
|
|
|
|||||
1,672,652 | 1,299,015 | |||||||
|
|
|
|
Page 14
Accutronics Limited
Notes to the financial statements
for the year ended 31 August 2015
11. | Creditors: |
Amounts falling due within one year
2015 | 2014 | |||||||
£ | £ | |||||||
Bank loans and overdrafts |
825,486 | 139,847 | ||||||
Trade creditors |
649,283 | 602,845 | ||||||
Corporation tax |
47,495 | | ||||||
Social security and other taxes |
36,959 | 39,865 | ||||||
Other creditors |
187,095 | 192,269 | ||||||
Accruals and deferred income |
329,445 | 267,990 | ||||||
|
|
|
|
|||||
2,075,763 | 1,242,816 | |||||||
|
|
|
|
Included within accruals and deferred income at the year end are preferential dividends payable of £110,255 (2014 - £22,899).
12. | Creditors: |
Amounts falling due after more than one year
2015 | 2014 | |||||||
£ | £ | |||||||
Other loan |
3,269 | 11,113 | ||||||
Other creditors |
56,574 | 162,496 | ||||||
|
|
|
|
|||||
59,843 | 173,609 | |||||||
|
|
|
|
13. | Deferred taxation |
2015 | 2014 | |||||||
£ | £ | |||||||
At beginning of year |
29,522 | 30,338 | ||||||
Released during year |
21,469 | (816 | ) | |||||
|
|
|
|
|||||
At end of year |
50,991 | 29,522 | ||||||
|
|
|
|
The provision for deferred taxation is made up as follows:
2015 | 2014 | |||||||
£ | £ | |||||||
Accelerated capital allowances |
51,944 | 43,673 | ||||||
Tax losses carried forward |
| (13,494 | ) | |||||
Other timing differences |
(953 | ) | (657 | ) | ||||
|
|
|
|
|||||
50,991 | 29,522 | |||||||
|
|
|
|
Page 15
Accutronics Limited
Notes to the financial statements
for the year ended 31 August 2015
14. | Share capital |
2015 | 2014 | |||||||
£ | £ | |||||||
Allotted, called up and fully paid |
||||||||
179,453 (2014 - 175,000) Ordinary shares of £1 each |
179,453 | 175,000 | ||||||
75,000- A Ordinary shares of £1 each |
75,000 | 75,000 | ||||||
|
|
|
|
|||||
254,453 | 250,000 | |||||||
|
|
|
|
On 11 May 2015 the company issued and allotted 4,453 Ordinary shares of £1 each, at par.
The A Ordinary shares shall be a separate class of shares for the purpose of paying dividends or other distributions but, in all other respects, shall rank pari passu with the Ordinary shares.
15. | Reserves |
Profit and loss account |
||||
£ | ||||
At 1 September 2014 |
1,367,055 | |||
Profit for the financial year |
630,643 | |||
Dividends on equity capital |
(187,356) | |||
|
|
|||
At 31 August 2015 |
1,810,342 | |||
|
|
16. | Reconciliation of movement in shareholders funds |
2015 | 2014 | |||||||
£ | £ | |||||||
Opening shareholders funds |
1,617,055 | 1,327,980 | ||||||
Profit for the financial year |
630,643 | 311,974 | ||||||
Dividends (Note 17) |
(187,356 | ) | (22,899 | ) | ||||
Shares issued during the year |
4,453 | | ||||||
|
|
|
|
|||||
Closing shareholders funds |
2,064,795 | 1,617,055 | ||||||
|
|
|
|
17. | Dividends |
2015 | 2014 | |||||||
£ | £ | |||||||
Dividends paid on equity capital |
187,356 | 22,899 | ||||||
|
|
|
|
Page 16
Accutronics Limited
Notes to the financial statements
for the year ended 31 August 2015
18. | Net cash flow from operating activities |
2015 | 2014 | |||||||
£ | £ | |||||||
Operating profit |
737,479 | 328,245 | ||||||
Depreciation of tangible fixed assets |
94,314 | 86,672 | ||||||
Non cash consideration for issue of ordinary shares |
4,453 | | ||||||
Profit on disposal of tangible fixed assets |
| (150 | ) | |||||
(Increase)/decrease in stocks |
(182,457 | ) | 21,044 | |||||
(Increase)/decrease in debtors |
(378,116 | ) | 13,822 | |||||
Decrease in creditors |
(93,465 | ) | (377,598 | ) | ||||
|
|
|
|
|||||
Net cash inflow from operating activities |
182,208 | 72,035 | ||||||
|
|
|
|
19. | Analysis of cash flows for headings netted in cash flow statement |
2015 | 2014 | |||||||
£ | £ | |||||||
Returns on investments and servicing of finance |
||||||||
Interest paid |
(37,873 | ) | (21,443 | ) | ||||
|
|
|
|
2015 | 2014 | |||||||
£ | £ | |||||||
Capital expenditure and financial investment |
||||||||
Purchase of tangible fixed assets |
(141,304 | ) | (162,884 | ) | ||||
Sale of tangible fixed assets |
| 150 | ||||||
|
|
|
|
|||||
Net cash outflow from capital expenditure |
(141,304 | ) | (162,734 | ) | ||||
|
|
|
|
2015 | 2014 | |||||||
£ | £ | |||||||
Financing |
||||||||
Other new loans |
| 11,113 | ||||||
Repayment of other loans |
(7,844 | ) | | |||||
|
|
|
|
|||||
Net cash (outflow)/inflow from financing |
(7,844 | ) | 11,113 | |||||
|
|
|
|
Page 17
Accutronics Limited
Notes to the financial statements
for the year ended 31 August 2015
20. | Analysis of changes in net funds |
1 September 2014 |
Cash flow | Other non-cash changes |
31 August 2015 |
|||||||||||||
£ | £ | £ | £ | |||||||||||||
Cash at bank and in hand |
239,327 | 585,306 | | 824,633 | ||||||||||||
Bank overdraft |
(139,847 | ) | (685,639 | ) | | (825,486 | ) | |||||||||
|
|
|
|
|
|
|
|
|||||||||
99,480 | (100,333 | ) | | (853 | ) | |||||||||||
Debt: |
||||||||||||||||
Debts due within one year |
| 7,844 | (7,844 | ) | | |||||||||||
Debts falling due after more than one year |
(11,113 | ) | | 7,844 | (3,269 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net funds |
88,367 | (92,489 | ) | | (4,122 | ) | ||||||||||
|
|
|
|
|
|
|
|
21. | Pension commitments |
The company contributes to the personal pension plans of a number of employees. The charge in the year represents the amounts contributed to these schemes in the year. Contributions for the year amounted to £37,533 (2014 - £32,621). Included in creditors are contributions totalling £9,192 (2014 - £6,566) which were payable to the funds at the balance sheet date.
22. | Operating lease commitments |
At 31 August 2015 the company had annual commitments under non-cancellable operating leases as follows:
Land and buildings | Other | |||||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||
£ | £ | £ | £ | |||||||||||||
Expiry date: |
||||||||||||||||
Within 1 year |
55,000 | 45,000 | 7,491 | | ||||||||||||
Between 2 and 5 years |
| 10,000 | 6,488 | 19,329 | ||||||||||||
|
|
|
|
|
|
|
|
23. | Related party transactions |
During the year R A Phillips, a director of the company, was paid an interim dividend of £20,000 (2014 - £Nil).
24. | Controlling party |
In the opinion of the directors there is no one ultimate controlling party.
Page 18
Accutronics Limited
Detailed trading and profit and loss account
for the year ended 31 August 2015
2015 | 2014 | |||||||||
Page | £ | £ | ||||||||
Turnover |
20 | 8,562,211 | 7,533,916 | |||||||
Cost of sales |
20 | (5,770,594 | ) | (5,240,414 | ) | |||||
|
|
|
|
|||||||
Gross profit |
2,791,617 | 2,293,502 | ||||||||
Gross profit % |
30.4 | % | ||||||||
Less: Overheads |
||||||||||
Selling and distribution expenses |
20 | (93,387 | ) | (93,622 | ) | |||||
Administration expenses |
20 | (1,960,751 | ) | (1,871,635 | ) | |||||
|
|
|
|
|||||||
Operating profit |
737,479 | 328,245 | ||||||||
Interest payable |
21 | (37,873 | ) | (21,443 | ) | |||||
|
|
|
|
|||||||
Profit for the year |
699,606 | 306,802 | ||||||||
|
|
|
|
Page 19
Accutronics Limited
Schedule to the detailed accounts
for the year ended 31 August 2015
2015 | 2014 | |||||||
£ | £ | |||||||
Turnover |
||||||||
Sales - UK - assembled products |
108,776 | 35,097 | ||||||
Sales - UK - non assembled products |
190,434 | 267,398 | ||||||
Sales - EC - assembled products |
6,254,012 | 5,901,856 | ||||||
Sales - EC - non assembled products |
995,590 | 455,732 | ||||||
Sales - EC - NRE/Engineering income |
276,994 | 279,943 | ||||||
Sales - Rest of world - assembled products |
469,978 | 485,115 | ||||||
Sales - Rest of world - non assembled products |
116,077 | 39,475 | ||||||
Other income - UK |
150,350 | 69,300 | ||||||
|
|
|
|
|||||
8,562,211 | 7,533,916 | |||||||
|
|
|
|
|||||
2015 | 2014 | |||||||
£ | £ | |||||||
Cost of sales |
||||||||
Opening stocks |
1,292,167 | 1,313,211 | ||||||
Closing stocks |
(1,474,624 | ) | (1,292,167 | ) | ||||
Purchases |
4,345,162 | 3,673,791 | ||||||
Wages and salaries |
881,742 | 903,542 | ||||||
National insurance |
69,872 | 74,486 | ||||||
Staff pension costs |
15,010 | 12,338 | ||||||
Subcontract labour |
9,498 | 28,210 | ||||||
Components and tooling |
354,937 | 284,372 | ||||||
Carriage and import duty |
230,806 | 204,024 | ||||||
Manufacturing overheads |
46,024 | 38,607 | ||||||
|
|
|
|
|||||
5,770,594 | 5,240,414 | |||||||
|
|
|
|
|||||
2015 | 2014 | |||||||
£ | £ | |||||||
Selling and distribution expenses |
||||||||
Advertising and marketing |
93,085 | 94,007 | ||||||
Bad debts |
302 | (385 | ) | |||||
|
|
|
|
|||||
93,387 | 93,622 | |||||||
|
|
|
|
Page 20
Accutronics Limited
Schedule to the detailed accounts
for the year ended 31 August 2015
2015 | 2014 | |||||||
£ | £ | |||||||
Administration expenses |
||||||||
Directors salaries |
155,389 | 148,379 | ||||||
Directors pension costs |
6,411 | 6,361 | ||||||
Staff salaries |
722,538 | 612,829 | ||||||
Staff private health insurance |
24,895 | 23,112 | ||||||
Staff national insurance |
88,254 | 82,796 | ||||||
Staff pension costs |
31,122 | 26,260 | ||||||
Reorganisation costs |
| 189 | ||||||
Staff training |
6,430 | 13,593 | ||||||
Other staff costs |
4,453 | | ||||||
Canteen |
21,138 | 17,055 | ||||||
Motor running costs |
32,319 | 36,435 | ||||||
Entertainment |
298 | | ||||||
Hotels, travel and subsistence |
78,063 | 77,508 | ||||||
Consultancy |
88,367 | 85,917 | ||||||
Printing, postage and stationery |
11,229 | 16,538 | ||||||
Telephone and fax |
34,354 | 35,572 | ||||||
Computer costs |
74,391 | 55,902 | ||||||
Legal and professional |
24,069 | 25,735 | ||||||
Auditors remuneration |
9,500 | 9,200 | ||||||
Auditors remuneration - non-audit |
4,840 | 3,250 | ||||||
Equipment leasing |
16,108 | 14,566 | ||||||
Bank charges |
15,758 | 13,857 | ||||||
Debt factoring charges |
19,834 | 16,275 | ||||||
Difference on foreign exchange |
82,102 | 153,341 | ||||||
Sundry expenses |
42,738 | 42,194 | ||||||
Rent |
55,000 | 55,000 | ||||||
Rates |
29,360 | 30,304 | ||||||
Light and heat |
19,566 | 16,703 | ||||||
Insurances |
39,000 | 37,690 | ||||||
Repairs and maintenance |
4,655 | 11,444 | ||||||
Depreciation on plant and machinery |
41,579 | 23,761 | ||||||
Depreciation on furniture, fittings and equipment |
52,736 | 62,911 | ||||||
Profit on sale of tangible assets |
| (150 | ) | |||||
Development work |
115,702 | 113,108 | ||||||
Recruitment costs |
8,553 | 4,000 | ||||||
|
|
|
|
|||||
1,960,751 | 1,871,635 | |||||||
|
|
|
|
2015 | 2014 | |||||||
£ | £ | |||||||
Interest payable |
||||||||
Bank overdraft interest payable |
28,818 | 13,750 | ||||||
Other interest |
9,055 | 7,693 | ||||||
|
|
|
|
|||||
37,873 | 21,443 | |||||||
|
|
|
|
Page 21
D!
M\@'Z @,"# (4 AT")@(O C@"00)+ E0"70)G G$">@*$ HX"F *B JP"M@+!
M LL"U0+@ NL"]0, PL#%@,A RT#. -# T\#6@-F W(#?@.* Y8#H@.N [H#
MQP/3 ^ #[ /Y! 8$$P0@!"T$.P1(!%4$8P1Q!'X$C 2:!*@$M@3$!-,$X03P
M!/X%#044%]@8&!A8&)P8W!D@&
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M',P<]1T>'4<=:AZ4'KX>Z1\3'SX?:1^4'[\?ZB 5($$@
M;""8(,0@\"$<(4@A=2&A( &YXS'DJ>8EYYWI&
M>J5[!'MC>\)\(7R!?.%]07VA?@%^8G["?R-_A'_E@$> J($*@6N!S8(P@I*"
M](-7@[J$'82 A..%1X6KA@Z&