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EX-99.8 - UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF FEMCARE AS OF DECEMBER 31, 2010 AND FOR THE NINE MONTHS ENDED DECEMBER 31, 2010 AND 2009 AND CONSOLIDATED NOTES THERETO - UTAH MEDICAL PRODUCTS INCutahmedexhibit99-8.htm
EX-99.7 - INDEPENDENT AUDITOR?S REPORT ON THE ACCOMPANYING ADDITIONAL NOTE TO RECONCILE UK GAAP TO US GAAP FOR THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF FEMCARE AS OF MARCH 31, 2010 AND 2009 AND FOR THE TWO YEARS ENDED MARCH 31, 2010 AND CONSOLIDATED RELATED - UTAH MEDICAL PRODUCTS INCutahmedexhibit99-7.htm
8-K/A - UTAH MEDICAL PRODUCTS, INC. FORM 8-K/A MARCH 17, 2011 - UTAH MEDICAL PRODUCTS INCutahmedical8ka20110317.htm
EX-99.5 - INDEPENDENT AUDITOR?S REPORT TO CONSOLIDATED FINANCIAL STATEMENTS OF FEMCARE GROUP LIMITED AS OF MARCH 31, 2009 AND FOR THE YEAR THEN ENDED. - UTAH MEDICAL PRODUCTS INCutahmedexhibit99-5.htm
EX-99.9 - UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 2010 AND UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2010 - UTAH MEDICAL PRODUCTS INCutahmedexhibit99-9.htm
EX-99.6 - ADDITIONAL NOTE TO RECONCILE UK GAAP TO US GAAP FOR THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF FEMCARE AS OF MARCH 31, 2010 AND 2009 AND FOR THE TWO YEARS ENDED MARCH 31, 2010 AND CONSOLIDATED RELATED NOTES THERETO - UTAH MEDICAL PRODUCTS INCutahmedexhibit99-6.htm
 
 
Exhibit 99.4


 Femcare Audited Financial Statements
 
(a) Financial statements of businesses acquired
 
FEMCARE GROUP LIMITED
 

 
Report and Financial Statements
Year ended 31 March 2010
 
 
 

 

FEMCARE GROUP LIMITED


REPORT AND FINANCIAL STATEMENTS 2010

CONTENTS
 
 
Page
Officers and professional advisers
1
   
Directors’ report
2
   
Independent auditors’ report
6
   
Consolidated profit and loss account
7
   
Consolidated balance sheet
8
   
Company balance sheet
9
   
Consolidated cash flow statement
  10
   
Notes to the accounts
  11
 
 
 

 
FEMCARE GROUP LIMITED


REPORT AND FINANCIAL STATEMENTS 2010

OFFICERS AND PROFESSIONAL ADVISERS

directors
 
T Watson
A P McQuilkin
R Smith
J A Willis
 
secretary
 
J A Willis
 
registered office
 
Stuart Court
Spursholt Place
Salisbury Road
Romsey
Hampshire
SO51 6DJ
 
bankers
 
Lloyds TSB Bank Plc
Gracechurch House
Castle Way
Southampton
SO14 2BW
 
solicitors
 
Pinsent Masons
3 Colmore Circus
Birmingham
B4 6BH
 
auditors
 
Deloitte LLP
Southampton, United Kingdom
 
 
1

 
FEMCARE GROUP LIMITED


DIRECTORS' REPORT
 

The directors present their annual report and the audited financial statements for the year ended 31 March 2010.
 
BUSINESS REVIEW AND PRINCIPAL ACTIVITIES
 
The principal activity of the company during the year was that of a holding company.  The directors are not aware, at the date of this report, of any likely changes in the company’s activities in the forthcoming year.
 
The principal activity of its subsidiary undertakings continued to be the promotion and global supply of medical implants, instrumentation, equipment and consumables, primarily in the fields of gynaecology, urology and general surgery.  There have not been any significant changes in the subsidiary undertaking’s principal activities during the year under review.
 
As shown in the group’s consolidated profit and loss account on page 7, the group’s sales have decreased by 19.6% (£1.95m) over the prior year (2009: increase of 11.9% (£1.05m)).
 
The overall sales decrease in the year was predominantly due to a major market distributor materially reducing their orders to address an overstocking problem they had encountered, leading to a one-off reduction in sales in the year of £1.5m compared to the prior year.  End user sales in this market had not reduced during this period, this was just a one off ordering timing issue.  The distributors stocks returned to normal levels in June 2010, after the year end, and consequently orders returned to normal levels, with sales and firm orders expected to increase by £1.2m in the year ended 31 March 2011 over the current year.  The group has reacted positively to address the impact of this event.
 
The group’s key measurement of effectiveness of its operations is operating margin before exceptional costs and amortisation of goodwill.  The group achieved an operating margin before exceptional costs and amortisation of goodwill of 16.9% (£1.4m), a decrease on the prior year (2009: 27.22% (£2.7m)).  This decrease was predominantly due to the sales decrease over the prior year flowing into operating profit the impact of which being reduced as product gross margins improved by 1.2% on prior year and administration expenses were decreased by 3.7% on prior year.  The company has taken positive steps after the year end to reduce costs and expenses in the following year and with sales recovering, expects operating margins in the year ended 31 March 2011 to improve significantly.
 
In July 2010, Femcare-Nikomed Limited, a group subsidiary, reached a settlement with a third party, for a contractual dispute over the interpretation of certain specific terms within the contract between the two parties.  The settlement was agreed at $1,574,000 paid by an offset to monies owed and a net cash payment of $316,000.  This has been accounted for as an exceptional item in the 2010 financial statements of £1,027,948, on the basis that, in accordance with FRS 12, this was the period in which the obligation arose.
 
The Group completed a re-financing of its borrowing facilities on 29 January 2010 as described in note 16.
 
The group’s cash levels have increased by £931,325 from £1,109,438 at the end of 2009 to £2,040,763 at the end of the current financial year.
 
PRINCIPAL RISKS AND UNCERTAINTIES
 
The group operates in a competitive market which is a continuing risk to the group and could result in losing sales to its key competitors, however the group manages this risk by continually assessing and strengthening its product portfolio, in particular its own brand products and by investment in a strong customer service and support infrastructure, complemented by its outstanding product track record and history.  Furthermore the group aims to only distribute product under distribution contracts that meet its satisfaction.
 
RESULTS AND DIVIDENDS
 
The loss for the year after taxation amounted to £3,922,245 (2009: £1,626,797 loss).  The directors do not recommend the payment of a dividend (2009: £nil) and propose that the loss for the year is transferred to reserves.
 
FUTURE PROSPECTS
 
The directors consider the results to be satisfactory and are confident of the company’s future prospects.
 
RESEARCH AND DEVELOPMENT
 
Product quality and customer satisfaction are given high priority.  Research and development is an ongoing process.  All costs of research and development are written off to the profit and loss account as incurred.  When a new product has passed development stage and goes into commercial production, the costs of production tooling and tooling validation, to the extent that in the directors opinion profits from the product will cover such costs, they are capitalised and depreciated over 10 years or the expected life of the product if shorter from the commencement of commercial sales.
 
 
2

 
FEMCARE GROUP LIMITED


DIRECTORS' REPORT (CONTINUED)

DIRECTORS
 
The directors who served during the year and to the date of signing the financial statements were:
 
T Watson
A P McQuilkin
R Smith
J A Willis

FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The group’s activities expose it to a number of financial risks including price risk, credit risk, cash flow risk and liquidity risk.  The use of financial derivatives is approved by the board of directors to manage these risks.  The group does not use derivative financial instruments for speculative purposes.
 
Cash flow risk
 
The group’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates.
 
The group is also exposed to the financial risks of changes in interest rates. The group uses interest rate swap or cap contracts to hedge these exposures, see note 25.
 
A proportion of interest bearing liabilities are held at fixed or capped rates to ensure certainty of cash flows.
 
Credit risk
 
The group’s principal financial assets are bank balances and cash, trade and other receivables and investments.
 
The group’s credit risk is primarily attributable to its trade receivables. The amounts presented in the balance sheet are net of allowances for doubtful receivables.  An allowance for impairment is made where there is an identified loss event which, based on previous experience, is evidence of a reduction in the recoverability of the cash flows.  The credit risk on liquid funds and derivative financial instruments is limited because the counterparties are banks with high credit-ratings assigned by international credit-rating agencies.
 
The group has no significant concentration of credit risk, with exposure spread over a large number of counterparties and customers.
 
Liquidity risk
 
In order to maintain liquidity to ensure that sufficient funds are available for ongoing operations and future developments, the company uses a mixture of long-term and short-term debt finance.
 
Price risk
 
The company is exposed to commodity price risk.  The company does not manage its exposure to commodity price risk due to cost benefit considerations.
 
SUPPLIER PAYMENT POLICY
 
The company’s policy, which is also applied by the group, is to settle terms of payment with suppliers when agreeing the terms of each transaction or contract, ensure that suppliers are made aware of the terms of payment and abide by the terms of payment.  Trade creditors of the group at 31 March 2010 were equivalent to 43 (2009: 40) days’ purchases, based on the average daily amount invoiced by suppliers during the year.
 
POLITICAL AND CHARITABLE DONATIONS
 
During the year, the group made charitable donations of £nil (2009: £nil) and political donations of £nil (2009:£nil).

 
3

 
FEMCARE GROUP LIMITED
 
 
DIRECTORS' REPORT (CONTINUED)
 
ACQUISITION OF COMPANY’S OWN SHARES
 
The company purchased its own ordinary shares as detailed below.
 
The reason for the purchase was for the company to act as an intermediary, to facilitate the transfer of shares between outgoing shareholders and incoming shareholders, under the terms of its constitution.
 
 
Date of shareholders’ resolution
 
 
 
Purchase/(sale)
 
Number
of ordinary
 shares
   
Nominal
value of
ordinary shares
   
Percentage
of called-up
ordinary
share capital
   
 
Consideration
£
 
                             
19/5/06
 
Purchase
    130,000       1,300       13 %     113,365  
19/7/06
 
Purchase
    65,000       650       6.5 %     53,385  
15/9/06
 
Sale
    (100,000 )     (1,000 )     (10 %)     (60,000 )
17/1/07
 
Purchase
    65,000       650       6.5 %     52,260  
Total at 31/3/07
 
Net Purchases
    160,000       1,600       16 %     159,010  
24/8/07
 
Sale
    (88,500 )     (885 )     (8.85 %)     (51,800 )
31/8/08
 
Closing adjustment
    -       -       -       (2,210 )
Total at 31/3/08
 
Net Purchases
    71,500       715       7.15 %     105,000  
13/8/08
 
Purchase
    45,000       450       4.5 %     27,000  
Total at 31/3/09 & Current Total
 
Net Purchases
    116,500       1,165       11.65 %     132,000  
 
It is the company’s intention during the forthcoming year, to sell these shares directly to incoming shareholders or issue them through an employee share option scheme.
 
DISABLED EMPLOYEES
 
Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled every effort is made to ensure that their employment with the group continues and that appropriate training is arranged.  It is the policy of the group and company that the training, career developments and promotion of disabled person should as far as possible, be identical to that of other employees.
 
EMPLOYEE CONSULTATION
 
The group places considerable value of the involvement of its employees and has continued to keep them informed on matters affecting them as employees and on the various factors affecting the performance of the group and company.  This is achieved through formal and informal meetings.
 
GOING CONCERN
 
The group’s business activities, together with the factors likely to affect its future development, performance and position are described in this Directors Report.  The Directors Report also sets out the financial position of the group, its cash flows, liquidity position and its borrowing facilities are described in note 16.  In addition, the Directors Report also includes the groups objective, policies and processes for managing its capital, its financial risk management objectives, details of its financial instruments and hedging activities and its exposures to credit and liquidity risk.
 
The group has satisfactory financial resources and is making an operating profit before amortisation, together with having a wide mix of customers and suppliers across different geographic areas.  Where the group is reliant on a particular supplier for a particular product, the group has contingency plans in place for alternative supply.  As a consequence, the directors believe that the group is well placed to manage its business risks successfully despite the current uncertain economic outlook.
 
The directors have a reasonable expectation that the company and the group have adequate resources (taking account of among other things its net assets position, forecast future cashflows, cash balances and banking facilities headroom) to continue in operational existence for the foreseeable future.  Thus, they continue to adopt the going concern basis in preparing the annual report and accounts.   
 
 
4

 
FEMCARE GROUP LIMITED


DIRECTORS' REPORT (CONTINUED)
 
DIRECTORS’ RESPONSIBILITIES STATEMENT
 
The directors are responsible for preparing the Annual 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; and
 
·
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.
 
PROVISION OF INFORMATION TO AUDITORS
 
Each of the persons who is a director at the date of approval of this report confirms that:
 
 
·
so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware; and
 
 
·
the director has taken all the steps that he/she ought to have taken as a director in order to make himself/herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.
 
This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006.
 
A resolution to reappoint Deloitte LLP will be proposed at the forthcoming Annual General Meeting.
 
 
Approved by the Board of Directors and signed on behalf of the Board
 

/s/ R. SMITH

R SMITH
Director
 
15 December  2010
 
 
5

 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FEMCARE GROUP LIMITED
 
We have audited the financial statements of Femcare Group Limited for the year ended 31 March 2010 which comprise the Consolidated Profit and Loss Account, the Consolidated and Company Balance Sheets, the Consolidated Cash Flow Statement and the related notes 1 to 28. 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 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 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 Practicing Board’s (APB’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 group’s and the parent 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.
 
Opinion on financial statements
 
In our opinion the financial statements:
 
 
·
give a true and fair view of the state of the group’s and the parent company’s affairs as at 31 March 2010 and of the loss of the group for the year then ended;
 
 
·
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
 
 
·
have been prepared in accordance with the requirements of the Companies Act 2006.
 
Opinion on other matters prescribed by the Companies Act 2006
 
In our opinion the information given in the Directors’ Report for the financial year for which the financial statements are prepared is consistent with the financial statements.
 
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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
 
·
the parent company financial statements are not in agreement with the accounting records and returns; or
 
·
certain disclosures of directors’ remuneration specified by law are not made; or
 
·
we have not received all the information and explanations we require for our audit.


/s/ Tobias Wright

Tobias Wright (Senior Statutory Auditor)
for and on behalf of Deloitte LLP
Chartered Accountants and Statutory Auditors
Southampton, United Kingdom
15 December 2010

 
 
6

 
FEMCARE GROUP LIMITED


CONSOLIDATED PROFIT AND LOSS ACCOUNT
Year ended 31 March 2010
 
 
 
 
   
 
 
Note
   
Year ending
31 March
2010
£
   
Year ending
31 March
 2009
£
 
                   
TURNOVER
    2       7,996,212       9,949,294  
Cost of sales
            (2,223,608 )     (2,888,982 )
                         
Gross profit
            5,772,604       7,060,312  
                         
Other income
            147,880       196,406  
 
Administrative expenses (including net exceptional costs of £1,150,239)
(2009: £134,114)
            (7,660,157 )     (6,623,378  
                         
OPERATING (LOSS)/PROFIT
    3       (1,739,673 )     633,340  
                         
Interest receivable and similar income
    5       5,716       36,812  
Interest payable and similar charges
    6       (2,125,034 )     (2,189,724 )
                         
LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION
            (3,858,991 )     (1,519,572 )
                         
TAX CHARGE ON LOSS ON ORDINARY ACTIVITIES
    7       (63,254 )     (107,225 )
                         
RETAINED LOSS FOR THE FINANCIAL YEAR
    20, 21       (3,922,245 )     (1,626,797 )
 
All the above results are derived from continuing activities.
 
There are no recognised gains and losses for the current financial year and preceding financial year other than as stated in the profit and loss account.  Accordingly, a statement of total recognised gains and losses has not been presented.
 
 
 
 
7

 
FEMCARE GROUP LIMITED


CONSOLIDATED BALANCE SHEET
31 March 2010
 
 
   
Note
     
2010
£
     
2009
£
 
                       
FIXED ASSETS
                     
Tangible fixed assets
    9       455,737       539,570  
Intangible fixed assets
    10       7,758,094       9,697,616  
              8,213,831       10,237,186  
CURRENT ASSETS
                       
Stocks
    12       669,936       963,187  
Debtors
    13       1,961,069       2,554,222  
Cash at bank and in hand
            2,040,763       1,109,438  
              4,671,768       4,626,847  
                         
CREDITORS: amounts falling due within one year
    14       (2,605,775 )     (2,270,590 )
                         
NET CURRENT ASSETS
            2,065,993       2,356,257  
                         
TOTAL ASSETS LESS CURRENT LIABILITIES
            10,279,824       12,593,443  
                         
CREDITORS: amounts falling due after more than one year
    15       (23,659,367 )     (22,050,741 )
                         
NET LIABILITIES
            (13,379,543 )     (9,457,298 )
                         
SHARE CAPITAL AND RESERVES
                       
Called up share capital
    19       10,000       10,000  
Share premium account
    20       405,905       405,905  
Own shares
    20       (132,000 )     (132,000 )
Profit and loss account deficit
    20       (13,663,448 )     (9,741,203 )
                         
TOTAL SHAREHOLDERS' DEFICIT
    20, 21       (13,379,543 )     (9,457,298 )

These financial statements of Femcare Group Limited, registered number 05147637, were approved by the Board of Directors and authorised for issue on 15 December 2010.
 
Signed on behalf of the Board of Directors

 
/s/ R SMITH
 
R SMITH
 
Director
 

 
 
8

 
FEMCARE GROUP LIMITED


COMPANY BALANCE SHEET
31 March 2010
 
   
Note
     
2010
£
     
2009
£
 
FIXED ASSETS
                     
Intangible fixed assets
    10       80,000       100,000  
Investments
    11       21,317,332       21,317,332  
              21,397,332       21,417,332  
CURRENT ASSETS
                       
Debtors
    13       3,134,534       2,740,499  
Cash at bank and in hand
            12,650       -  
              3,147,184       2,740,499  
                         
CREDITORS: amounts falling due within one year
    14       (9,989,344 )     (9,488,392 )
                         
NET CURRENT LIABILITIES
            (6,842,160 )     (6,747,893 )
                         
TOTAL ASSETS LESS CURRENT LIABILITIES
            14,555,172       14,669,439  
                         
CREDITORS: amounts falling due after more than one year
    15       (23,659,367 )     (22,050,741 )
                         
NET LIABILITIES
            (9,104,195 )     (7,381,302 )
                         
SHARE CAPITAL AND RESERVES
                       
Called up share capital
    19       10,000       10,000  
Share premium account
    20       405,905       405,905  
Own shares
    20       (132,000 )     (132,000 )
Profit and loss account deficit
    20       (9,388,100 )     (7,665,207 )
                         
TOTAL SHAREHOLDERS' DEFICIT
    20,21       (9,104,195 )     (7,381,302 )
 
These financial statements of Femcare Group Limited, registered number 05147637, were approved by the Board of Directors and authorised for issue on 15 December 2010.
 
Signed on behalf of the Board of Directors
 
 
/s/ R SMITH
 
R SMITH
 
Director
 
 
 
9

 
FEMCARE GROUP LIMITED


CONSOLIDATED CASH FLOW STATEMENT
31 March 2010
 
 
 
   
 
 
Note
   
Year ending
31 March
2010
£
   
Year ending
31 March
2009
£
 
Net cash inflow from operating activities
    22       1,763,342       1,871,232  
                         
Returns on investments and servicing of finance
                       
Interest received
            5,716       36,812  
Interest paid
            (316,408 )     (549,238 )
                         
Net cash outflow from returns on investments and servicing of finance
            (310,692 )     (512,426 )
                         
Taxation
                       
Corporation tax
            (143,184 )     (397,384 )
                         
Capital expenditure and financial investment
                       
Purchase of tangible fixed assets
            (53,454 )     (449,919 )
                         
Net cash outflow from capital expenditure and financial investment
            (53,454 )     (449,919 )
                         
Net cash inflow before financing
            1,256,012       511,503  
                         
Financing
                       
Issue/(repurchase) of ordinary share capital
            -       (27,000 )
Movement in short term borrowings
            (100,000 )     (900,000 )
Movement in long term borrowings
            (200,000 )     (187,882 )
                         
Net cash outflow from financing
            (300,000 )     (1,114,882 )
                         
Increase/(decrease) in cash and overdrafts
    23, 24       956,012       (603,379 )

 
 
10

 
FEMCARE GROUP LIMITED


NOTES TO THE ACCOUNTS
Year ended 31 March 2010
 

1.
ACCOUNTING POLICIES
 
The financial statements are prepared in accordance with applicable United Kingdom accounting standards.  The particular accounting policies adopted have been applied consistently throughout the current and preceding financial year and are described below.  The financial statements have been prepared under the historical cost convention.
 
Basis of consolidation
 
The group financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 March each year.  The results of subsidiaries acquired or sold are consolidated for the periods from or to the date on which control passed.
 
Going concern
 
The group’s business activities, together with the factors likely to affect its future development, performance and position are described in the Directors Report.  The Directors Report also sets out the financial position of the group, its cash flows, liquidity position and its borrowing facilities are described in note 16.  In addition, the Directors Report also includes the groups objective, policies and processes for managing its capital, its financial risk management objectives, details of its financial instruments and hedging activities and its exposures to credit and liquidity risk.
 
The Group has satisfactory financial resources and is making an operating profit before amortisation, together with having a wide mix of customers and suppliers across different geographic areas.  Where the group is reliant on a particular supplier for a particular product, the group has contingency plans in place for alternative supply.  As a consequence, the directors believe that the group is well placed to manage its business risks successfully despite the current uncertain economic outlook.
 
The directors have a reasonable expectation that the company and the group have adequate resources (taking account of among other things its net assets position, forecast future cashflows, cash balances and banking facilities headroom) to continue in operational existence for the foreseeable future.  Thus, they continue to adopt the going concern basis in preparing the annual report and accounts.
 
Turnover
 
Turnover comprises the invoiced value of goods and services supplied by the company, net of value added tax and trade discounts.  Turnover is recognised when goods are despatched for delivery to the customer.
 
Intangible fixed assets
 
Goodwill arising on the acquisition of subsidiary undertakings and businesses, representing any excess of the fair value of the consideration given over the fair value of the identifiable assets and liabilities acquired, is capitalised and written off on a straight line basis over its useful economic life, which is ten years.  A full year’s charge is made in the year of acquisition.
 
Website domains are capitalised at their purchase cost and amortised over a ten year period on a straight line basis.
 
Intellectual property is included at cost and written off over its useful economic life which is considered to be ten years.
 
Tangible fixed assets
 
Tangible fixed assets are stated at cost less depreciation.  Depreciation is provided at rates calculated to write off the cost of fixed assts, less their estimated residual value, over their expected useful lives at the following straight line basis:
 
Long leasehold land and buildings
 
Over lease term
Plant and machinery
    10% -100 %
Tooling (including costs of validation)
    10 %
Motor vehicles
    25 %
Fixtures, fittings & other equipment
    10% -33 %
Computer equipment
    25% - 33 %

 

 
11

 
FEMCARE GROUP LIMITED


NOTES TO THE ACCOUNTS
Year ended 31 March 2010

1.
ACCOUNTING POLICIES (CONTINUED)
 
Investments
 
Investments held as fixed assets are stated at cost.  Issue costs in respect of acquisition costs of subsidiaries which have a finite term are deducted from the proceeds of the instrument and charged to the profit and loss account, as part of the finance cost, at a constant rate on the carrying amount over the term of the investment.
 
Finance leases
 
Assets held under finance leases or hire purchase contracts are capitalised at their fair value on the inception of the leases and depreciated over their estimated useful lives.  The present value of future rentals is shown as a liability and the interest element of rental obligations is charged to the profit and loss account over the period of the lease in proportion to the capital balance outstanding.
 
Stocks and work in progress
 
Stocks are valued at the lower of cost and net realisable value.  Net realisable value is based on estimated selling price, less further costs expected to be incurred to completion and disposal.  Provision is made for obsolete, slow-moving or defective items where appropriate.
 
Foreign currencies
 
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date.  Transactions in foreign currencies are translated into sterling at the rate on the date of the transaction.  Exchange differences are taken into account in arriving at the operating profit.
 
Taxation
 
Current tax, including UK corporation tax, is provided at amounts expected to be paid (or recovered) using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
 
Deferred taxation is provided in full on timing differences that result in an obligation at the balance sheet date to pay more tax, or a right to pay less tax, at a future date, at rates expected to apply when they crystallise based on current tax rates and law. Timing differences arise from the inclusion of items of income and expenditure in taxation computations in periods different from those in which they are included in financial statements.  Deferred tax assets are recognised to the extent that it is regarded as more likely than not that they will be recovered.  Deferred tax assets and liabilities are not discounted.
 
Defined contribution pension scheme
 
The amount charged to the profit and loss account in respect of pension costs and other post-retirement benefits is the contributions payable in the year.  Differences between contributions payable in the year and contributions actually paid are shown as either accruals or prepayments in the balance sheet.
 
Royalties
 
Royalties are accounted for when receivable or payable.
 
Research and development
 
Expenditure on research and development is charged to the profit and loss account in the year in which it is incurred.  When a new product has passed the development stage and goes into commercial production, the costs of production tooling and tooling validation, to the extent that in the directors opinion profits from the product will cover costs, the costs are capitalised and depreciated over 10 years or the expected life of the product if shorter from the commencement of commercial sales.
 
Operating lease rentals receivable
 
Operating lease rentals received are credited to the profit and loss account on an accruals basis over the period of the lease.
 
Provisions
 
Provisions are recognised when the Group has a present obligation as a result of a past event, and it is probable that the Group will be required to settle that obligation.  Provisions are measured at the directors’ best estimate of the expenditure required to settle the obligation at the balance sheet date, and are discounted to present value where the effect is material.
 
 
 
12

 
FEMCARE GROUP LIMITED


NOTES TO THE ACCOUNTS
Year ended 31 March 2010

2.
TURNOVER
 
   
Year ending
31 March
2010
£
   
Year ending
31 March
2009
£
 
Turnover by destination
           
United Kingdom
    2,873,283       3,014,515  
Rest of Europe
    718,846       985,762  
Americas
    1,472,242       3,210,827  
Rest of the World
    2,931,841       2,738,190  
      7,996,212       9,949,294  
 
 
3.
OPERATING (LOSS)/PROFIT
 
   
Year ending
31 March
2010
£
   
Year ending
31 March
2009
£
 
Operating (loss)/profit is stated after charging/(crediting):
           
Amortisation of intangible fixed assets
    1,939,522       1,940,715  
Depreciation of tangible fixed assets
    135,294       105,059  
Operating lease rentals:
               
    -Land and buildings
    102,659       88,953  
    -Other
    112,844       103,357  
Exchange gain
    (74,548 )     (180,259 )
Auditors’ remuneration (see below)
    26,000       24,000  
Auditors’ other fees (see below)
    23,500       29,015  
                 
Fees payable to the company’s auditors for the audit of the company’s annual accounts
    4,000       3,000  
Fees payable to the company’s auditors and their associates for other services to the group:
               
    -The audit of the company’s subsidiaries pursuant to legislation
    22,000       21,000  
                 
Total audit fees
    26,000       24,000  
                 
Tax services
    23,500       29,015  
                 
Total non-audit fees
    23,500       29,015  
 
       The audit fee of Femcare Group Limited, the company, was borne by Femcare-Nikomed Limited in the current and prior year.
 
 
In July 2010, Femcare-Nikomed Limited, a group subsidiary, reached a settlement with a third party, for a contractual dispute over the interpretation of certain specific terms within the contract between the two parties.  The settlement was agreed at $1,574,000 paid by an offset to monies owed and a net cash payment of $316,000.  This has been accounted for as an exceptional item in the 2010 financial statements of £1,027,948, on the basis that, in accordance with FRS 12, this was the period in which the obligation arose.
 

 
 
13

 
FEMCARE GROUP LIMITED


NOTES TO THE ACCOUNTS
Year ended 31 March 2010
 

4.
INFORMATION REGARDING DIRECTORS AND EMPLOYEES
 
   
Year ending
31 March
2010
£
   
Year ending
31 March
2009
£
 
FOR BOTH GROUP AND COMPANY
           
Directors’ emoluments
           
Remuneration
    345,935       416,343  
Compensation on termination of contracts
    -       75,350  
Pension contributions
    45,987       61,499  
      391,922       553,192  
 
   
Year ending
31 March
2010
No.
   
Year ending
31 March
2009
No.
 
             
Directors who are members of the group defined contribution pension scheme:
    3       4  

   
Year ending
31 March
2010
£
   
Year ending
31 March
2009
£
 
Highest paid director
           
Remuneration
    137,117       163,790  
Pension contributions
    21,346       20,928  
      158,463       184,718  
 
   
Year ending
31 March
2010
£
   
Year ending
31 March
2009
£
 
Staff costs during the year (including directors)
           
Wages and salaries
    1,451,080       1,587,633  
Social security costs
    162,497       159,750  
Pension costs
    115,811       111,056  
      1,729,388       1,858,439  
 
 
 
 
 
14

 
FEMCARE GROUP LIMITED


NOTES TO THE ACCOUNTS
Year ended 31 March 2010

4.
INFORMATION REGARDING DIRECTORS AND EMPLOYEES (CONTINUED)
 
   
Year ending
31 March
2010
No.
   
Year ending
31 March
2009
No.
 
Average number of persons employed
           
Directors
    4       4  
Sales and Marketing
    12       12  
Operations
    18       18  
      34       34  
 
5.
INTEREST RECEIVABLE AND SIMILAR INCOME
 
   
Year ending
31 March
2010
£
   
Year ending
31 March
2009
£
 
             
Other interest receivable
    5,716       36,812  

 
6.
INTEREST PAYABLE AND SIMILAR CHARGES
 
 
   
Year ending
31 March
2010
£
   
Year ending
31 March
2009
£
 
             
Bank loans and overdraft
    2,125,034       2,077,606  
Loan arrangement amortisation costs
    -       112,118  
      2,125,034       2,189,724  
 
 
 
 
 
15

 
FEMCARE GROUP LIMITED


NOTES TO THE ACCOUNTS
Year ended 31 March 2010

7.           TAX CHARGE ON LOSS ON ORDINARY ACTIVITIES
 
   
Year ending
31 March
2010
£
   
Year ending
31 March
2009
£
 
(a)Analysis of charge in the year
           
Current taxation
           
UK taxation
    -       180,197  
Overseas taxation
    108,692       93,733  
Adjustments in respect of prior periods
    26,180       (174,127 )
Total current taxation
    134,872       99,803  
                 
Total deferred taxation (credit)/charge
    (71,618 )     7,422  
                 
Total tax charge for the year
    63,254       107,225  
 
The standard rate of tax for the year based on the UK standard of corporation tax is 28% (2009: 28%).  The actual tax charge for the current year and the previous year are different than the standard rate for the reasons set out in the following reconciliation:
 
   
Year ending
31 March
2010
£
   
Year ending
31 March
2009
£
 
(b) Factors affecting the tax charge for the current year
           
             
Loss on ordinary activities before tax
    3,858,991       1,519,572  
                 
Tax on loss on ordinary activities at standard UK corporation tax rate of 28% (2009: 28%)
    (1,080,517 )     (425,480 )
                 
Effects of:
               
Expenses not deductible for tax purposes
    728,375       773,729  
Difference between depreciation and capital allowances
    33,356       (36,651 )
Adjustment in respect of prior period
    26,180       (174,127 )
Other
    418,791       (10,891 )
Underlying foreign tax
    8,687       (26,777 )
                 
Current year tax charge
    134,872       99,803  
 
The Finance Act 2010, which provides for a reduction in the main rate of corporation tax from 28% to 27% effective from 1 April 2011, was substantially enacted on 21 July 2010. As it was not substantively enacted at the balance sheet date the rate reduction is not yet reflected in these financial statements, in accordance with accounting standards, as it is a non-adjusting event occurring after the reporting period.
 
8.
LOSS ATTRIBUTABLE TO THE COMPANY
 
The loss for the year dealt with in the financial statements of the parent company was £1,722,893 (2009: £1,597,586 loss).  As permitted by S408 of the Companies Act 2006, no separate profit and loss account is presented as part of the financial statements in respect of the parent company.

 
 
16

 
FEMCARE GROUP LIMITED


NOTES TO THE ACCOUNTS
Year ended 31 March 2010


9.
TANGIBLE FIXED ASSETS
 
   
 
 
Land and
buildings
£
   
Plant,
machinery,
tooling
 and
motor
vehicles
£
   
Fixtures &
fittings,
computer
and other
equipment
£
   
 
 
 
Total
£
 
Group
                       
                         
Cost
                       
At 1 April 2009
    64,816       711,165       310,157       1,086,138  
Exchange Rate Revaluation
    -       2,186       -       2,186  
Additions
    1,518       30,039       19,711       51,268  
                                 
At 31 March 2010
    66,334       743,390       329,868       1,139,592  
                                 
Accumulated depreciation
                               
At 1 April 2009
    49,690       252,134       244,744       546,568  
Exchange Rate Revaluation
    -       1,993       -       1,993  
Charge for the year
    15,875       77,452       41,967       135,294  
                                 
At 31 March 2010
    65,565       331,579       286,711       683,855  
                                 
Net book value
                               
At 31 March 2010
    769       411,811       43,157       455,737  
                                 
At 31 March 2009
    15,126       459,031       65,413       539,570  
 
The company did not hold any tangible fixed assets during the year.
 
10.
INTANGIBLE FIXED ASSETS
 
   
Goodwill
£
   
Intellectual
property
£
   
Website
domains
£
   
Total
£
 
Group
                       
                         
Cost
                       
At 1 April 2009 and 31 March 2010
    19,195,216       200,000       12,500       19,407,716  
                                 
Accumulated depreciation
                               
At 1 April 2009
    9,597,600       100,000       12,500       9,710,100  
Charge for the year
    1,919,522       20,000       -       1,939,522  
                                 
At 31 March 2010
    11,517,122       120,000       12,500       11,649,622  
                                 
Net book value
                               
At 31 March 2010
    7,678,094       80,000       -       7,758,094  
                                 
At 31 March 2009
    9,597,616       100,000       -       9,697,616  


 
 
17

 
FEMCARE GROUP LIMITED


NOTES TO THE ACCOUNTS
Year ended 31 March 2010
 

10.
INTANGIBLE FIXED ASSETS (CONTINUED)
 
 
   
Intellectual
property
£
 
Company
     
       
Cost
     
At 1 April 2009 and 31 March 2010
    200,000  
         
Accumulated depreciation
       
At 1 April 2009
    100,000  
Charge for the year
    20,000  
         
At 31 March 2010
    120,000  
         
Net book value
       
At 31 March 2010
    80,000  
         
At 31 March 2009
    100,000  

11.
FIXED ASSET INVESTMENTS
 
 
   
Shares in
subsidiary
undertakings
£
 
Company
     
       
Cost
     
At 1 April 2009 and 31 March 2010
    21,317,332  
 
 
The company holds the following investments in subsidiary undertakings:
 
 
 
 
Name
Country of incorporation/
registration and operation
 
 
Type of
shares
 
% of
nominal
value of
 shares
 
 
 
Nature of
 Business
             
Femcare (Holdings) Limited
England
Ordinary
    75 *
Holding Company
Femcare Distribution Limited
England
Ordinary
    100  
Holding Company
Femcare Limited
England
Ordinary
    100 **
Medical Equipment
Femcare Urology Limited
England
Ordinary
    100 **
Medical Equipment
Femcare-Nikomed Limited
England
Ordinary
    100 **
Medical Equipment
Femcare Australia Pty Limited
Australia
Ordinary
    100 **
Medical Equipment
Percheron Limited
Isle of Man/England
Ordinary
    100  
Holding Company
 
 
*    25% held by Percheron Limited
 
**  Indirect holdings
 

 
 
18

 
FEMCARE GROUP LIMITED


NOTES TO THE ACCOUNTS
Year ended 31 March 2010


12.         STOCKS
 
   
2010
Group
£
   
2009
Group
£
 
Raw materials
    59,438       258,546  
Work in progress
    26,431       3,395  
Finished goods
    584,067       701,246  
      669,936       963,187  
 
The company did not hold any stocks at the year end.
 
There is no material difference between the balance sheet value of stocks and their replacement cost.
 
13.
DEBTORS: DUE WITHIN ONE YEAR
 
   
Group
2010
£
   
Company
2010
£
   
Group
2009
£
   
Company
2009
£
 
Trade debtors
    1,124,443       -       1,765,306       -  
Other debtors and accrued income
    509,910       165,773       499,948       201,309  
Other taxation and social security
    -       -       42,182       -  
Corporation tax debtor
    142,712       -       134,400       -  
Deferred tax asset (see note 18)
    184,004       -       112,386       -  
Group relief receivable
    -       2,523,364       -       2,093,793  
Amounts owed by group companies
    -       445,397       -       445,397  
      1,961,069       3,134,534       2,554,222       2,740,499  
 
 
14.         CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
 
   
Group
2010
£
   
Company
2010
£
   
Group
2009
£
   
Company
2009
£
 
Loans (see note 16)
    200,000       200,000       300,000       300,000  
Bank overdraft (see note 16)
    -       -       24,687       24,687  
Trade creditors
    656,837       -       770,452       -  
Amounts due to group undertakings
    -       9,708,420       -       8,904,146  
Other creditors and accruals
    1,652,821       80,924       1,167,932       259,559  
Other taxation and social security
    96,117       -       7,519       -  
      2,605,775       9,989,344       2,270,590       9,488,392  

 
 
19

 
FEMCARE GROUP LIMITED


NOTES TO THE ACCOUNTS
Year ended 31 March 2010

15.
CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
 
     
2010
£
     
2009
£
 
Group and company
               
                 
Bank borrowings (see note 16)
    3,800,000       4,000,000  
Unsecured loan notes net of loan issue costs (see note 16)
    11,670,000       11,670,000  
Accrued interest on unsecured loan notes (see note 16)
    8,189,367       6,380,741  
      23,659,367       22,050,741  
 
16.
MATURITY PROFILE OF FINANCIAL LIABILITIES
 
 
 
Bank
borrowings
£
   
Unsecured
loan notes
£
   
Total
£
 
Group and Company
                 
                   
Borrowing repayable:
                 
Within one year or on demand
    200,000       -       200,000  
Within one to two years
    500,000       -       500,000  
Within two to five years
    3,300,000       10,350,000       13,650,000  
After five years
    -       1,320,000       1,320,000  
      4,000,000       11,670,000       15,670,000  
 
 
The £1,320,000 unsecured loan notes are subordinate to the £10,350,000 unsecured loan notes and the bank borrowings and are redeemable on the sale or listing of the company.  The £1,320,000 unsecured loan notes bear interest at 5%.  The interest is rolled up and is payable on redemption.
 
 
The £10,350,000 unsecured loan notes are subordinate to the bank borrowings and were redeemable in August 2012, however, on 29 January 2010, a deed of amendment was signed changing the redemption date to 1 January 2015.  However, they may be redeemed earlier than this date, subject to other outstanding financial commitments. The £10,350,000 unsecured loan notes bear interest at 10%.  The interest for the first two years is rolled up and is payable on redemption.  Thereafter, interest is payable twice yearly (in May and November), although may be deferred with agreement.  It has been agreed that payment of all interest payable is deferred until no earlier than 31 March 2011 or redemption of the loan note if earlier.
 
The bank loans are secured by fixed and floating charges over all property and assets present and future and bear interest at between 2% and 7% per annum above LIBOR.
 
On 29th January 2010, the bank loans were refinanced and a new Term Loan and Revolving Credit Facility Agreement was executed replacing the existing Term Loan Facilities Agreement along with a Mezzanine Amendment Agreement.
 
Loan issue costs were incurred as a result of the Bank Loans and Unsecured Loan Stock.  These costs are prepaid and expensed over the life of the loan.
 
 
 
20

 
FEMCARE GROUP LIMITED


NOTES TO THE ACCOUNTS
Year ended 31 March 2010
 
17.
FINANCIAL COMMITMENTS
 
   
Land &
buildings
2010
£
   
Other
2010
£
   
Total
2010
£
   
Land &
 buildings
2009
£
   
Other
2009
£
   
Total
2009
£
 
Group
                                   
Annual operating lease commitments which expire:
                                   
Within one year or less
    37,000       35,944       72,944       74,161       -       74,161  
Between two and five years
    73,846       38,722       112,568       -       111,755       111,755  
 
 
18.
DEFERRED TAXATION
 
   
Group
2010
£
   
Group
2009
£
 
At 1 April 2009
    112,386       119,808  
Profit and loss account
    71,618       (7,422 )
At 31 March 2010
    184,004       112,386  
 
The deferred tax assets are disclosed within debtors (see note 13). The amounts provided in the accounts are as follows:
 
   
Group 2010
£
   
Group 2009
£
 
Accelerated capital allowances
    120,048       93,084  
Short term timing differences
    41,998       19,302  
Losses
    21,958       -  
      184,004       112,386  
 
19.
SHARE CAPITAL
 
 
     
2010
£
     
2009
£
 
Authorised
               
375,455 ‘A’ ordinary shares of £0.01 each
    3,755       3,755  
545,000 ‘B’ ordinary shares of £0.01 each
    5,450       5,450  
102,273 ‘C’ ordinary shares of £0.01 each
    1,022       1,022  
      10,227       10,227  
                 
Called up, allotted and fully paid
               
355,000 ‘A’ ordinary shares of £0.01 each
    3,550       3,550  
545,000 ‘B’ ordinary shares of £0.01 each
    5,450       5,450  
100,000 ‘C’ ordinary shares of £0.01 each
    1,000       1,000  
      10,000       10,000  

 
 
21

 
FEMCARE GROUP LIMITED


NOTES TO THE ACCOUNTS
Year ended 31 March 2010

19.
SHARE CAPITAL (CONTINUED)
 
 
Share rights
 
The A Ordinary, B Ordinary and C Ordinary shares have and are subject to the following rights and restrictions:
 
Except as otherwise stated below, all classes of shares rank pari passu and have equal rights:
 
 
a)
Income: The profits of the company available for distribution shall be applied firstly in paying to the holders of the B Ordinary Shares in respect of each financial year of the Company, a cumulative preferential net cash dividend of a sum equal to no more than 10% of the net profits of the group,
 
 
b)
Voting: The B Ordinary Shares in certain specific circumstances (mainly in a Financial Default or breach of the Shareholders Agreement) and subject to certain defined steps being adhered to, have enhanced voting rights to exercise on a poll nine times the total number of votes conferred by all the shares of all other classes for the time being in issue.  The C Ordinary Shares provide the right to attend but not to vote at any general meeting,
 
 
c)
Restrictions: All classes of Ordinary Shares are subject to certain restrictions,
 
 
d)
Return of Capital on Liquidation: all classes of shares rank pari passu and have equal rights.
 
20.         STATEMENT OF MOVEMENT ON RESERVES
 
   
Share capital
£
   
Share
premium
account
 £
   
Own shares
 £
   
Profit
and loss
account
£
   
Total
£
 
Group
                             
At 1 April 2009
    10,000       405,905       (132,000 )     (9,741,203 )     (9,457,298 )
Loss for the year
    -       -       -       (3,922,245 )     (3,922,245 )
At 31 March 2010
    10,000       405,905       (132,000 )     (13,663,448 )     (13,379,543 )
 
                               
Company
                             
At 1 April 2009
    10,000       405,905       (132,000 )     (7,665,207 )     (7,381,302 )
Loss for the year
    -       -       -       (1,722,893 )     (1,722,893 )
At 31 March 2010
    10,000       405,905       (132,000 )     (9,388,100 )     (9,104,195 )


 
22

FEMCARE GROUP LIMITED


NOTES TO THE ACCOUNTS
Year ended 31 March 2010
 

21.
RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS’ DEFICIT
 
   
Group
2010
£
   
Group
2009
£
   
Company
2010
£
   
Company
2009
£
 
Loss for the financial year
    (3,922,245 )     (1,626,797 )     (1,722,893 )     (1,597,586 )
(Sale)/purchase of shares
    -       (27,000 )     -       (27,000 )
Net deductions to shareholders’ deficit
    (3,922,245 )     (1,653,797 )     (1,722,893 )     (1,624,586 )
                                 
Opening shareholders’ deficit
    (9,457,298 )     (7,803,501 )     (7,381,302 )     (5,756,716 )
Closing shareholders’ deficit
    (13,379,543 )     (9,457,298 )     (9,104,195 )     (7,381,302 )
 
22.
RECONCILIATION OF OPERATING (LOSS)/PROFIT TO NET CASH INFLOW FROM OPERATING ACTIVITIES
 
     
2010
£
     
2009
£
 
Operating (loss)/profit
    (1,739,673 )     633,340  
Depreciation and amortisation
    2,076,809       2,046,161  
Decrease/(Increase) in stocks
    293,251       (20,078 )
Decrease/(Increase) in debtors
    673,083       (598,476 )
Increase/(Decrease) in creditors
    459,872       (189,715 )
Net cash inflow from operating activities
    1,763,342       1,871,232  
 
 
23.
ANALYSIS OF NET DEBT
 
   
At
1 April
2009
£
   
 
Cash flow
£
   
At
31 March
2010
£
 
Cash at bank and in hand
    1,109,438       931,325       2,040,763  
Overdraft
    (24,687 )     24,687       -  
      1,084,751       956,012       2,040,763  
                         
Loans due within one year
    (300,000 )     100,000       (200,000 )
Loans due after one year
    (15,670,000 )     200,000       (15,470,000 )
      (14,885,249 )     1,256,012       (13,629,237 )

 
23

FEMCARE GROUP LIMITED


NOTES TO THE ACCOUNTS
Year ended 31 March 2010
 

24.
RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET DEBT
 
     
2010
£
     
2009
£
 
Increase/(decrease) in cash and overdrafts
    956,012       (603,379 )
Cash outflow from movement in debt and lease financing
    300,000       1,087,882  
Movement in net debt
    1,256,012       484,503  
                 
Net debt at beginning of the year
    (14,885,249 )     (15,369,752 )
Net debt at end of year
    (13,629,237 )     (14,885,249 )
 
25.
DERIVATIVES NOT INCLUDED AT FAIR VALUE
 
The group has derivatives which are not included at fair value in the accounts:
 
   
Notional amount
2010
£
   
Fair
value
2010
£
 
Interest rate swap
    2,666,666       12,310  
 
The group uses the derivatives to manage its exposure to interest rate movements on its bank borrowings.  The fair values are based on market values of equivalent instruments at the balance sheet date.
 
The company entered a two year interest rate swap on 31 December 2007, with a principal amount of £4,800,000 at fixed interest payments at an average rate of 5.51%, amortising quarterly to £3,000,000 until expiry on 31 December 2009.  At 31 March 2010, the notional amount was £nil (2009: £3,300,000).
 
The company entered into a thirty month interest rate cap transaction on 31 March 2010, with a principal amount of £2,666,666 at a capped average rate interest payment of 3.00%, amortising quarterly to £1,983,333 until expiry on 28 September 2012.  At 31 March 2010, the notional amount was £2,666,666 (2009: £nil).
 
26.
GUARANTEE
 
The company is party to a banking arrangement with a number of group and related companies.
 
27.
TRANSACTIONS WITH RELATED PARTIES
 
Sales
 
During the year, the group sold goods in the normal course of business to the following related parties:
 
     
2010
£
     
2009
£
 
Triton Enterprises Limited
    359,454       395,073  

 
24

FEMCARE GROUP LIMITED


NOTES TO THE ACCOUNTS
Year ended 31 March 2010
 

27.
TRANSACTIONS WITH RELATED PARTIES (CONTINUED)
 
 
Purchases
 
During the year, the group made purchases in the normal course of business from the following related parties:
     
2010
£
     
2009
£
 
AirIT Limited
    17,297       16,226  
Barclays Private Equity
    -       -  
 
At the year end £447 (2009:£630) remained owing to AirIT Limited.
 
Debtors
 
At 31 March the following amounts were due from related parties:
 
     
2010
£
     
2009
£
 
Triton Enterprises Limited
    48,323       22,287  
 
Unsecured Loan Notes
 
At 31 March the following amounts were due to related parties:
     
2010
£
     
2009
£
 
Due to funds sponsored or managed by Barclays Private Equity Limited
    18,113,108       16,389,643  
Due to other shareholders of the company
    1,746,259       1,661,098  
 
 
               Group relief receivable
 
     
2010
£
     
2009
£
 
Group relief receivable
    2,523,364       2,093,793  
 
Royalty payments
 
During the year, the group made gross royalty payments to the following related party:
 
     
2010
£
     
2009
£
 
G M Filshie
    74,171       112,828  
 
At the year end £23,091 (2009:£43,252) remained owing to G.M.Filshie.
 

 
25

FEMCARE GROUP LIMITED


NOTES TO THE ACCOUNTS
Year ended 31 March 2010
 

27.
TRANSACTIONS WITH RELATED PARTIES (CONTINUED)
 
G M Filshie is a shareholder and unsecured loan note holder of the company.
D G Cocolas a shareholder and unsecured loan note holder of the company is also a shareholder and a director of Triton Enterprises Limited.
A McQuilkin a shareholder and a director during the year, of the company, is related to a director and shareholder of AirIT Limited.
 
The ‘B’ shares are held by a series of different funds that are sponsored or managed by Barclays Private Equity.  In aggregate the ‘B’ shares have control of the company.
 
28.
CONTROLLING PARTY
 
No individual shareholder has control of the company.  The ‘B’ shares are held by a series of different funds that are managed by Barclays Private Equity Limited.  In aggregate the ‘B’ shares have control of the company, but there is no ultimate controlling party.
 

 
26

 
FEMCARE GROUP LIMITED

 
ADDITIONAL INFORMATION
 
The additional information on page 28 has been prepared from the accounting records of the company. While it does not form part of the statutory financial statements, it should be read in conjunction with them and the auditors' report thereon.
 

 
27

 
FEMCARE GROUP LIMITED


COMPANY PROFIT AND LOSS ACCOUNT
Year ended 31 March 2010

   
Year ending
31 March
2010
£
   
Year ending
31 March
2009
£
 
Administrative expenses (including net exceptional costs credit of (£29,375) (2009: £29,832 charge)
    (7,430 )     (60,890 )
Amortisation of intellectual property
    (20,000 )     (20,000 )
OPERATING LOSS
    (27,430 )     (80,890 )
                 
Interest receivable and similar income
    -       378  
Interest payable and similar charges
    (2,125,034 )     (2,189,724 )
LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION
    (2,152,464 )     (2,270,236 )
                 
Tax credit on loss on ordinary activities
    429,571       672,650  
RETAINED LOSS FOR THE FINANCIAL YEAR
    (1,722,893 )     (1,597,586 )
 
 
 
28