8-K/A

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

(Registrant’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s historical financial statements, which are included in the Company’s 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 Company’s 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 Shareholder’s 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 company’s 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 Company’s 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 Company’s 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 Company’s fiscal year ended December 31, 2015. The resulting valuation analysis is considered preliminary as it has not been audited by the Company’s 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 Company’s 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
	($ 000’s)			($ 000’s)
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 Company’s 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 Company’s 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
	($ 000’s)					($ 000’s)
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 shareholders’equity 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

EX-99.1

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 company’s 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 company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. 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 company’s 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 company’s 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 company’s auditors in connection with preparing their report and to establish that the company’s 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 company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to 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 company’s 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 Board’s 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 company’s 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 company’s 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 company’s 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 improvements £		Plant and machinery £		Furniture, fittings and equipment £		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