ACCOUNTS - Final Accounts
ACCOUNTS - Final Accounts
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Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2019
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PHYSIOLAB TECHNOLOGIES LIMITED
COMPANY INFORMATION
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PHYSIOLAB TECHNOLOGIES LIMITED
CONTENTS
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PHYSIOLAB TECHNOLOGIES LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2019
The directors present their report and the financial statements for the year ended 31 December 2019.
The directors who served during the year were:
As a result of being a new entrant to a relatively new market, continued research and development and supporting operational costs, the Company incurred a loss after tax of £1,779,488 (2018: £1,997,791). At the balance sheet date the Company had net liabilities of £391,690 (2018: net assets of £204,480), including cash balances of £162,233 (2018: £607,994). Since the balance sheet date the company has raised £903,977 from existing shareholders and new investors, converted loans of £542,000 into equity, granted lenders the right to convert loans of £365,000 into equity on or before 31 October 2025 and rescheduled repayment of loans of £140,000 to 31 October 2022.
The directors believe that there is a significant opportunity for the Company's products and services in the orthopaedic surgery market and, notwithstanding the temporary adverse impact of Covid-19 on elective orthopaedic surgery, the Company is making significant progress in developing new business with hospitals, physiotherapists and patients. The directors have prepared a business plan and detailed financial projections focused on the orthopaedic surgery market and believe that both the business plan and any need for further funding are achievable within the cash runway provided by existing net cash balances, cash generated from operating activities and continued financial support from existing shareholders. The financial statements have therefore been prepared on a going concern basis upon the highly visible demand for the Company's products and services once the elective orthopaedic surgery resumes after being halted by Covid-19, the cash generating capability of its fleet of cryotherapy devices and the continued financial support from existing shareholders which the directors believe will be sufficient to continue to trade for at least twelve months from the date of approval of these financial statements. The date on which elective orthopaedic surgery resumes and the continued financial support of existing shareholders is, however, a material uncertainty over the going concern assessment.
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PHYSIOLAB TECHNOLOGIES LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Company's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙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 to 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.
Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
Under section 487(2) of the Companies Act 2006, Price Bailey LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.
In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.
This report was approved by the board on
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PHYSIOLAB TECHNOLOGIES LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PHYSIOLAB TECHNOLOGIES LIMITED
We have audited the financial statements of Physiolab Technologies Limited (the 'Company') for the year ended 31 December 2019, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
We draw attention to note 2.2 in the financial statements, which indicates that the Company incurred a loss after tax of £1,779,488 during the year ended 31 December 2019 and had net liabilities at the year end of £391,690. As stated in note 2.2, these events or conditions, along with the other matters as set forth in note 2.2, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
The directors are responsible for the other information. The other information comprises the information included in the Annual Report, other than the financial statements and our Auditors' Report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
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PHYSIOLAB TECHNOLOGIES LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PHYSIOLAB TECHNOLOGIES LIMITED (CONTINUED)
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Directors' Report has been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Directors' Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
As explained more fully in the Directors' Responsibilities Statement on page 2, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.
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PHYSIOLAB TECHNOLOGIES LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PHYSIOLAB TECHNOLOGIES LIMITED (CONTINUED)
This report is made solely to the Company's members 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 for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Chartered Accountants
Statutory Auditors
Tennyson House
Cambridge Business Park
CB4 0WZ
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PHYSIOLAB TECHNOLOGIES LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2019
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PHYSIOLAB TECHNOLOGIES LIMITED
REGISTERED NUMBER: 06430772
BALANCE SHEET
AS AT 31 DECEMBER 2019
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PHYSIOLAB TECHNOLOGIES LIMITED
REGISTERED NUMBER: 06430772
BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2019
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 10 to 23 form part of these financial statements.
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PHYSIOLAB TECHNOLOGIES LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2019
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2018
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PHYSIOLAB TECHNOLOGIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
Physiolab Technologies Limited is a private company limited by shares and incorporated in England & Wales within the United Kingdom. The registered office is Unit 2, Centurion Court, Brick Close, Kiln Farm, Milton Keynes, United Kingdom, MK11 3JB.
The principal activity of the company is the development and sale of cryotherapy products and services to the orthopaedic surgery market. Monetary amounts in these financial statements are rounded to the nearest pound.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
As a result of being a new entrant to a relatively new market, continued research and development and supporting operational costs, the Company incurred a loss after tax of £1,779,488 (2018: £1,997,791). At the balance sheet date the Company had net liabilities of £391,690 (2018: net assets of £204,480), including cash balances of £162,233 (2018: £607,994), which indictes a material uncertainty. Since the balance sheet date the company has raised £903,977 from existing shareholders and new investors, converted loans of £542,000 into equity, granted lenders the right to convert loans of £365,000 into equity on or before 31 October 2025 and rescheduled repayment of loans of £140,000 to 31 October 2022.
The directors believe that there is a significant opportunity for the Company's products and services in the orthopaedic surgery market and, notwithstanding the temporary impact of Covid-19 on elective orthopaedic surgery, the Company is making significant progress in developing new business with hospitals, physiotherapists and patients. The directors have prepared a business plan and detailed financial projections focused on the orthopaedic surgery market and believe that both the business plan and any need for further funding are achievable within the cash runway provided by existing net cash balances, cash generated from operating activities and continued financial support from existing shareholders. The Coronavirus pandemic has impacted the global economy since early 2020 and although the financial impact on the business has been material, it is not considered significant enough to cast doubt upon the entity’s ability to continue as a going concern. The impact of the pandemic has been outlined in note 21 post balance sheet events. The financial statements have therefore been prepared on a going concern basis.
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PHYSIOLAB TECHNOLOGIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
2.Accounting policies (continued)
Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before turnover is recognised:
Sale of goods
Turnover from the sale of goods is recognised when all of the following conditions are satisfied:
Turnover is derived from the sales of units and therapy packs. Turnover on the sale of unit is recognised on dispatch of goods to the customer. Turnover on the sale of a therapy pack is recognised over the period in which the therapy pack has been consumed by the customer.
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Development costs are also expensed in the period the expense is incurred.
Interest income is recognised in profit or loss using the effective interest method.
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PHYSIOLAB TECHNOLOGIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
2.Accounting policies (continued)
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each Balance Sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme). Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period. Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.
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PHYSIOLAB TECHNOLOGIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
2.Accounting policies (continued)
Included in research and developement costs is an exceptional item of £99,981 in respect of trial products and components of £21,466 which is due to the Company being unable to resolve technical issues and therefore had to be written off.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
The estimated useful lives range as follows:
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, as follows.
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first outbasis. Work in progress and finished goods include labour and attributable overheads.
At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
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PHYSIOLAB TECHNOLOGIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
2.Accounting policies (continued)
Short term debtors are measured at transaction price, less any impairment.
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.
Short term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the Balance Sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties. When payments are eventually made, they are charged to the provision carried in the Balance Sheet.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of Comprehensive Income.
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PHYSIOLAB TECHNOLOGIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Critical accounting estimates and assumptions The company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below. i) Useful economc lives of tangible and intangible assets The annual depreciation and amortisation charges for tangible and intangible assets respectively is sensitive to changes in the estimated useful lives and residual values of the assets. The useful economic lives and residual values are reassessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets. See notes 7 & 8 for the carrying amount of tangible and intangble assets and notes 2.13 & 2.14 for the useful economic lives for each class of assets. ii) Impairment of debtors The company makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management considers factors including the current credit rating of the debtor, the ageing profile of debtors, and historical experience. See note 10 for the net carrying amount of the debtors. iii) Share based payments The company has a share option scheme in place. This is a equity-settled share option scheme. The options are valued as at date of grant using the Black Scholes Model and there are a number of assumptions used within the calculation. More detail is give in note 17 of these financial statements.
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PHYSIOLAB TECHNOLOGIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
The company has estimated trade losses of £13,538,189 (2018: £11,579,831) available to carry forward against future profits. The potential deferred tax asset arising on these losses amounted to £2,572,256 (2018: £1,970,231). This has not been recognised in the financial statements due to the uncertainty over when such losses will be utilised.
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PHYSIOLAB TECHNOLOGIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
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PHYSIOLAB TECHNOLOGIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
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PHYSIOLAB TECHNOLOGIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
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PHYSIOLAB TECHNOLOGIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
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PHYSIOLAB TECHNOLOGIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
Share premium account
issuing of shares are deducted from share premium.
Other reserves
Profit and loss account
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PHYSIOLAB TECHNOLOGIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
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PHYSIOLAB TECHNOLOGIES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £25,680 (2018: £27,990). Contributions totalling £4,860 (2018: £16,754) were payable to the fund at the balance sheet date and are included in creditors.
During the previous year, the Company loaned £38,973 to two directors. During the year, the directors repaid £31,465 and a further £1,140 since the balance sheet date. The remaining loan of £6,368 is owed by one former director who has agreed to repay the balance of his loan over 10 equal monthly instalments starting June 2020. As at the 31st December 2019, the amount owed by the directors was £7,508 (2018: £38,973) and is included within other debtors.
The Coronavirus pandemic has impacted the global economy since early 2020 and although the financial impact on the business has been material, the company still expects to see improvements for the year ending 31 December 2020 and anticipated growth in gross margin. Additional detailed financial forecasting was undertaken in early March to assess the impact of the pandemic on the profitability and cashflow of the company and the situation is actively being managed. The Company allowed all staff that could to work from home, utilised the Coronavirus Job Retention Scheme and reached agreement with staff to be placed on furlough leave for variable periods of time. At the time of writing the full consequences are impossible to forsee. The Company has determined that these events are non-adjusting subsequent events. Accordingly, the financial position and results of operations as of and for the year ended 31 December 2019 have not been adjusted to reflect their impact.
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