Transform Hospital Group Limited - Limited company accounts 20.1
Transform Hospital Group Limited - Limited company accounts 20.1
REGISTERED NUMBER: |
Strategic Report, Report of the Director and |
Financial Statements |
for the Period 8 April 2019 to 31 December 2019 |
for |
Transform Hospital Group Limited |
Transform Hospital Group Limited (Registered number: 11932035) |
Contents of the Financial Statements |
for the Period 8 April 2019 to 31 December 2019 |
Page |
Company Information | 1 |
Strategic Report | 2 |
Report of the Director | 5 |
Report of the Independent Auditors | 7 |
Income Statement | 10 |
Other Comprehensive Income | 11 |
Statement of Financial Position | 12 |
Statement of Changes in Equity | 13 |
Notes to the Financial Statements | 14 |
Transform Hospital Group Limited |
Company Information |
for the Period 8 April 2019 to 31 December 2019 |
DIRECTOR: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Chartered Accountants and |
Statutory Auditors |
Venture House |
Calne Road |
Lyneham |
Chippenham |
SN15 4PP |
Transform Hospital Group Limited (Registered number: 11932035) |
Strategic Report |
for the Period 8 April 2019 to 31 December 2019 |
The director presents his strategic report for the period 8 April 2019 to 31 December 2019. |
REVIEW OF BUSINESS |
Transform Hospital Group was incorporated on 8 April 2019 and on 3 July 2019 purchased the trade and assets of TFHC Limited and Combine OpCo Limited from their administrators. |
Transform Hospital Group Limited is a provider of surgical and non-surgical cosmetic procedures, as well as weight loss treatments in the United Kingdom. The company has a network comprising 18 clinics in England, Scotland and Wales, as well as two dedicated surgical procedure hospitals. |
Headquartered in Manchester (United Kingdom), Transform Hospital Group Limited is managed by a CEO with the support of a senior management team in the areas of Finance, Human Resources, IT, Legal and Operations. The senior management team is also responsible for the company's three operating segments of Cosmetic Surgery, Weight Loss Services and Medical Aesthetics interventions. |
The market environment of the Company is still very competition-intensive and characterized by a general downturn. Among other factors, the persistent uncertainty surrounding Brexit further depressed consumer confidence in the United Kingdom during this period. |
Key performance indicators |
The Director measures financial performance (sales, gross margin, stock turnover and cashflow) and customer and employee satisfaction as indicators or the success of the company. The internal systems and processes are aligned to these KPI's and enable management to monitor movement and progress in comparison to these. |
The Company's restructuring in July 2019 that was done in reaction to the challenging market conditions weakened the operating business temporarily and led to revenue declines and increased costs. The Company's Loss for the year was £8.2m and included £4.5m of exceptional one-off items due to the restructure. |
Covid-19 Impact |
The March 2020 COVID-19 pandemic has created unprecedented challenges and uncertainty with the full socio-economic impact of the virus likely to be significant for years to come. This event has not impacted on the financial performance for the year ended 31st December 2019, nor on its financial position as at 31 December 2019. |
The Company's revenues were heavily influenced by the coronavirus crisis in 2020, especially in the months of March to July 2020 when it could no longer offer its normal services. The resulting revenue and profit effects were partially offset by the transfer of use of the company's clinics and hospitals to the National Health Service. |
The business was able to adapt to the ever changing environment. Moreover, the service portfolio has expanded beyond the traditional areas of cosmetic interventions and now includes a broader range of elective healthcare and wellbeing services. |
The management continues to review the situation and its effect on the market it serves. The health and wellbeing of our employees and service delivery remain top priorities with cashflow and liquidity, business continuity and cost control under continuous review. |
Transform Hospital Group Limited (Registered number: 11932035) |
Strategic Report |
for the Period 8 April 2019 to 31 December 2019 |
PRINCIPAL RISKS AND UNCERTAINTIES |
All medical procedures carry an inherent risk. The company manages this by investing in the clinical and administrative systems, processes, and reports employed to detect, monitor, assess, mitigate, and prevent risks. By employing risk management processes and a strong clinical governance framework the Company proactively and systematically safeguards patient safety. |
The Company's strategy is to follow an appropriate risk policy which effectively manages exposure related to the achievement of business objectives. The key risks which management face are detailed as follows: |
Business performance risk |
Business performance risk is the risk that the company may not perform as expected either due to internal factors or due to competitive pressures in the markets in which they operate. This risk is managed through a number of measures; authorisation of purchase and capital commitments; ensuring the appropriate management team is in place; budget and business planning; monthly reporting and variance analysis; financial controls; key performance indicators; and regular forecasting. |
Business continuity risk |
While there is a reliance on physical infrastructure, the Company operates from a number of geographically separate facilities which helps the company to minimise the business continuity risk. The Company ensures that there is sufficient IT support available should an unforeseen event occur. Management are continually implementing and reviewing business continuity and IT disaster recovery plans to ensure any increase in risk arising from future activities is managed. |
During the COVID 19 pandemic in 2020 the business was quick to mobilise to a digital infrastructure which allowed virtual consultations and telemedicine. |
Maintaining standards of care and health and safety risk |
The Company has worked with the Care Quality Commission throughout the period to ensure the highest standards of care and facilities are provided and maintained. It is committed to ensuring a caring and safe working environment. These risks are managed by the company through strong promotion of a health and safety culture, well defined health and safety and care policies and procedures together with training programmes for staff. |
Financial and business control |
Strong financial and business controls are necessary to ensure the integrity and reliability of financial and other information on which the company relies for day-to-day operations, external reporting and for longer term planning. The company exercises financial and business control through a combination of qualified and experienced financial personnel, performance analysis, budgeting, cashflow forecasting and clearly defined approval limits. |
Price risk |
The company is exposed to a risk from competitor pricing, but its markets are sufficiently differentiated as a market leading premium brand to enable it to maintain its pricing levels. |
Social, ethical and environment risk |
Due to the company's nature and size, no significant social, ethical or environment risks have been identified by management, The company has a range of insurances to manage major risks such as business continuity disruption, public liability, property disaster, employee and public liability and medical claims. Management are periodically advised by insurance professionals on adequacy of cover. |
Transform Hospital Group Limited (Registered number: 11932035) |
Strategic Report |
for the Period 8 April 2019 to 31 December 2019 |
SECTION 172(1) STATEMENT |
The board of directors of Transform Hospital Group Limited consider, that they have acted in the way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole. In particular, the board decisions are made with reference to: |
- Decision making requires a long-term perspective, and this is characterized by our approach to sustainable growth. |
- We consider our employees as a key success factor in the future success of the company. It is the company's policy to keep all employees as fully informed as practical about the company's progress, through regular newsletters and meetings. Meetings are held between management and employees to allow input and review at all levels of the business, allowing employees views to be considered when making decisions that may affect them. |
- The company works in a collaborative way with its suppliers, ensuring open dialogue is frequent and co-operative. |
- The company is aware of the importance of environmentally business practices and keep the environment in mind when making decisions. The move to telemedicine in 2020 is expected to reduce the company's carbon consumption in the forthcoming years. |
ON BEHALF OF THE BOARD: |
Transform Hospital Group Limited (Registered number: 11932035) |
Report of the Director |
for the Period 8 April 2019 to 31 December 2019 |
The director presents his report with the financial statements of the company for the period 8 April 2019 to 31 December 2019. |
INCORPORATION |
The company was incorporated on 8 April 2019 and commenced trading on 3 July 2019. |
DIVIDENDS |
No dividends will be distributed for the period ended 31 December 2019. |
EVENTS SINCE THE END OF THE PERIOD |
Information relating to events since the end of the period is given in the notes to the financial statements. |
DIRECTOR |
DISCLOSURE IN THE STRATEGIC REPORT |
The company has opted to disclose some items in the Strategic Report rather than the Directors Report. |
DIRECTOR'S RESPONSIBILITIES STATEMENT |
The director is responsible for preparing the Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations. |
Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is required to: |
- | select suitable accounting policies and then apply them consistently; |
- | make judgements and accounting estimates that are reasonable and prudent; |
- | state whether applicable 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 director is 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 him to ensure that the financial statements comply with the Companies Act 2006. He is 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. |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
Transform Hospital Group Limited (Registered number: 11932035) |
Report of the Director |
for the Period 8 April 2019 to 31 December 2019 |
AUDITORS |
The auditors, Venture House Business Service Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
ON BEHALF OF THE BOARD: |
Report of the Independent Auditors to the Members of |
Transform Hospital Group Limited |
Qualified opinion |
We have audited the financial statements of Transform Hospital Group Limited (the 'company') for the period ended 31 December 2019 which comprise the Income Statement, Other Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity and Notes to the Financial Statements, 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, except for the possible effects of the matter described in the basis for qualified opinion section of our report, the financial statements: |
- give a true and fair view of the state of the company's affairs as at 31 December 2019 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. |
Basis for qualified opinion |
Stock balances of £400,000 were purchased from the Administrators of TFHC Limited and Combine Opco Limited at 3 July 2019 and an accrual for stock used in procedures not invoiced was included as at 31 December 2019 of £247,590. We were unable to satisfy ourselves concerning the inventory values held at 31 December 2019, which are included in the balance sheet at £975,007 and the stock accrual figure due to limitations in the stock systems. Consequently we were unable to determine whether any adjustment to these amounts was necessary. |
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 UK, including the FRC'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 qualified opinion. |
Material uncertainty relating to going concern |
We draw your attention to note 21, as stated, these events or conditions 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. |
Other information |
The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors 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. |
As described in the basis for qualified opinion section of our report, we were unable to satisfy ourselves concerning the inventory quantities of £975,007 and stock accrual of £247,590 held at 31 December 2019. We have concluded that where the other information refers to the inventory and stock accrual balance or related balances such as cost of sales, it may be materially misstated for the same reason. |
Report of the Independent Auditors to the Members of |
Transform Hospital Group Limited |
Opinions on other matters prescribed by the Companies Act 2006 |
Except for the possible effects of the matter described in the basis for qualified opinion section of our report, in our opinion, based on the work undertaken in the course of the audit: |
- the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception |
Except for the matter described in the basis for qualified opinion section of our report, 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 Strategic Report or the Report of the Directors. |
Arising solely from the limitation on the scope of our work relating to inventory, referred to above: |
- We have not obtained all the information and explanations that we considered necessary for the purpose of our audit; and |
- We were unable to determine whether adequate accounting records have been kept. |
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: |
- 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. |
Responsibilities of director |
As explained more fully in the Director's Responsibilities Statement set out on page five, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so. |
Auditors' responsibilities for the audit of the financial statements |
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 a Report of the Auditors 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 Report of the Auditors. |
Report of the Independent Auditors to the Members of |
Transform Hospital Group Limited |
Use of our report |
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 a Report of the Auditors 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. |
for and on behalf of |
Chartered Accountants and |
Statutory Auditors |
Venture House |
Calne Road |
Lyneham |
Chippenham |
SN15 4PP |
Transform Hospital Group Limited (Registered number: 11932035) |
Income Statement |
for the Period 8 April 2019 to 31 December 2019 |
Notes | £ |
REVENUE | 3 |
Cost of sales |
GROSS PROFIT |
Administrative expenses |
OPERATING LOSS | ( |
) |
Fundamental restructuring cost | 5 |
(8,223,128 | ) |
Interest payable and similar expenses | 6 |
LOSS BEFORE TAXATION | 7 | ( |
) |
Tax on loss | 8 |
LOSS FOR THE FINANCIAL PERIOD | ( |
) |
Transform Hospital Group Limited (Registered number: 11932035) |
Other Comprehensive Income |
for the Period 8 April 2019 to 31 December 2019 |
Notes | £ |
LOSS FOR THE PERIOD | ( |
) |
OTHER COMPREHENSIVE INCOME | - |
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD |
( |
) |
Transform Hospital Group Limited (Registered number: 11932035) |
Statement of Financial Position |
31 December 2019 |
Notes | £ | £ |
FIXED ASSETS |
Intangible assets | 9 |
Property, plant and equipment | 10 |
CURRENT ASSETS |
Inventories | 11 |
Debtors | 12 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 13 |
NET CURRENT LIABILITIES | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
( |
) |
CREDITORS |
Amounts falling due after more than one year |
14 |
( |
) |
PROVISIONS FOR LIABILITIES | 17 | ( |
) |
NET LIABILITIES | ( |
) |
CAPITAL AND RESERVES |
Called up share capital | 18 |
Retained earnings | ( |
) |
SHAREHOLDERS' FUNDS | ( |
) |
The financial statements were approved by the director and authorised for issue on |
Transform Hospital Group Limited (Registered number: 11932035) |
Statement of Changes in Equity |
for the Period 8 April 2019 to 31 December 2019 |
Called up |
share | Retained | Total |
capital | earnings | equity |
£ | £ | £ |
Changes in equity |
Issue of share capital | - |
Total comprehensive income | - | ( |
) | ( |
) |
Balance at 31 December 2019 | ( |
) | ( |
) |
Transform Hospital Group Limited (Registered number: 11932035) |
Notes to the Financial Statements |
for the Period 8 April 2019 to 31 December 2019 |
1. | STATUTORY INFORMATION |
Transform Hospital Group Limited is a |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
Financial Reporting Standard 102 - reduced disclosure exemptions |
The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": |
• | the requirements of Section 7 Statement of Cash Flows; |
• | the requirement of paragraph 33.7. |
Related party exemption |
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.The Company is included in the group accounts of the ultimate parent, Aurelius Equity Opportunities SE & Co. KGaA, copies of which can be obtained from Ludwig-Ganghofer-Straße 6, 82031 Grünwald, Germany |
Transform Hospital Group Limited (Registered number: 11932035) |
Notes to the Financial Statements - continued |
for the Period 8 April 2019 to 31 December 2019 |
2. | ACCOUNTING POLICIES - continued |
Significant judgements and estimates |
In the application of the company's accounting policies, which are described in note 2, management is required to make judgements, estimates and assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. |
The estimates and underlying assumptions are reviewed on an on going basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. |
The restructuring process created a number of uncertainties. In order to secure continued smooth operation of the Company, certain liabilities of TFHC Limited and Combine Opco Limited were met and there was uncertainty surrounding the extent of these so provision was made at 31 December 2019 based on best estimates. Post year end £429,523 of this provision was released post year end as the situation was clarified. Uncertainties also existed concerning stock purchase liabilities resulting in a provision of £247,590 of which £178,172 was released post period end. See Note 20. |
Stock was purchased from the administrators at a value of £400,000. Stock at the period end has been valued at the original purchase price from suppliers using stocktake quantities and totals £975,007. It is not possible to quantify how much stock purchased from the administrator remains in this balance at 31 December 2019 and is therefore valued in excess of cost. It is the assessment of management that due to the level of stock turnover, this balance is not material. Management have reviewed the stock in detail and it is his assessment that no provision for slow moving stock is required. |
Services are exempt where they are undertaken as an element of a health care treatment programme. Where services are undertaken outside of the healthcare treatment programme, they are standard-rated. The Company have an ever improving system under constant review ensuring high standards of medical consultation, carefully establishing why the patient is seeking treatment, the psychological impact of the presenting concerns, associated physical symptoms and stating a therapeutic purpose for intervention and associated documentation. The Company relies on surgeons' assessments of the procedures carried out to determine the VAT status and has controls in place, notwithstanding this, there is however a risk that HMRC may take a contrary view. |
A provision for revision surgery of £108,000 is included in these accounts. There is an inherent risk with medical procedures, the provision is calculated based on historical data and the experience of the Company Secretary and finance team, however is it by nature subjective. |
Turnover |
Revenue is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
Business to customer revenue is recognised on completion of the medical procedure. Business to business revenue is recognised as invoiced. |
Goodwill |
Goodwill, being the amount paid for the acquisition of businesses in 2019, has been fully amortised in the year of acquisition. |
Intangible assets |
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
Transform Hospital Group Limited (Registered number: 11932035) |
Notes to the Financial Statements - continued |
for the Period 8 April 2019 to 31 December 2019 |
2. | ACCOUNTING POLICIES - continued |
Tangible fixed assets |
Tangible fixed assets are initially measured at cost, net of depreciation and any impairment losses. |
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter. |
Long leasehold - 25% on cost |
Plant and machinery - at varying rates on cost |
Fixtures and fittings - 20% on cost |
Motor vehicles - 20% on cost |
Computer equipment - 33% on cost |
Stocks |
Inventories are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. |
Inventories are valued using a first in first out cost model. |
Financial instruments |
The company has chosen to adopt Sections 11 and 12 of FRS 102 in respect of financial instruments. |
Basic financial assets, including trade and other receivables and cash and bank balances, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Such assets are subsequently carried at amortised cost using the effective interest method. |
Basic financial liabilities, including trade and other payables, bank loans and loans from fellow group companies, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. |
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously. |
Taxation |
Taxation for the period comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date. |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
Transform Hospital Group Limited (Registered number: 11932035) |
Notes to the Financial Statements - continued |
for the Period 8 April 2019 to 31 December 2019 |
2. | ACCOUNTING POLICIES - continued |
Hire purchase and leasing commitments |
Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter. |
The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability. |
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
Pension costs and other post-retirement benefits |
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate. |
Going concern |
It is the intention of the company and its parent that it will continue to trade for at least twelve months from the date of the audit report. To this regard the ultimate parent company will offer such support as may be necessary to ensure this intention and this will likely be through the ongoing provision of a funding facility offered by Aurelius Finance Company Limited.This support has been documented in a letter to the company. Therefore the financial statements have been prepared on a going concern basis. |
3. | REVENUE |
The revenue and loss before taxation are attributable to the one principal activity of the company. |
An analysis of revenue by class of business is given below: |
£ |
4. | EMPLOYEES AND DIRECTORS |
£ |
Wages and salaries |
Social security costs |
Other pension costs |
The average number of employees during the period was as follows: |
Nursing staff | 164 |
Management and administration | 288 |
£ |
Director's remuneration |
Director's pension contributions to money purchase schemes |
Transform Hospital Group Limited (Registered number: 11932035) |
Notes to the Financial Statements - continued |
for the Period 8 April 2019 to 31 December 2019 |
4. | EMPLOYEES AND DIRECTORS - continued |
The number of directors to whom retirement benefits were accruing was as follows: |
Money purchase schemes |
5. | EXCEPTIONAL ITEMS |
£ |
Fundamental restructuring cost | ( |
) |
The exceptional item relates mainly to deposits received by TFHC Limited and Combine Opco Limited prior to novation on 3 July with surgery taking place post novation and surgeon and anaesthetist invoices relating to period prior to 3 July but received and paid post novation. |
6. | INTEREST PAYABLE AND SIMILAR EXPENSES |
£ |
Loan interest |
7. | LOSS BEFORE TAXATION |
The loss is stated after charging: |
£ |
Hire of plant and machinery |
Other operating leases |
Depreciation - owned assets |
Depreciation - assets on hire purchase contracts |
Goodwill amortisation |
Patents and licences amortisation |
Auditors' remuneration |
Auditors' remuneration for non audit work |
8. | TAXATION |
Analysis of the tax charge |
No liability to UK corporation tax arose for the period. |
Reconciliation of total tax charge included in profit and loss |
The tax assessed for the period is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
£ |
Loss before tax | ( |
) |
Loss multiplied by the standard rate of corporation tax in the UK of |
( |
) |
Effects of: |
Expenses not deductible for tax purposes |
Depreciation in excess of capital allowances |
Losses carried forward | 1,558,174 |
Total tax charge | - |
Transform Hospital Group Limited (Registered number: 11932035) |
Notes to the Financial Statements - continued |
for the Period 8 April 2019 to 31 December 2019 |
9. | INTANGIBLE FIXED ASSETS |
Patents |
and |
Goodwill | licences | Totals |
£ | £ | £ |
COST |
Additions |
At 31 December 2019 |
AMORTISATION |
Amortisation for period |
At 31 December 2019 |
NET BOOK VALUE |
At 31 December 2019 |
10. | PROPERTY, PLANT AND EQUIPMENT |
Fixtures |
Long | Plant and | and |
leasehold | machinery | fittings |
£ | £ | £ |
COST |
Additions |
At 31 December 2019 |
DEPRECIATION |
Charge for period |
At 31 December 2019 |
NET BOOK VALUE |
At 31 December 2019 |
Motor | Computer |
vehicles | equipment | Totals |
£ | £ | £ |
COST |
Additions |
At 31 December 2019 |
DEPRECIATION |
Charge for period |
At 31 December 2019 |
NET BOOK VALUE |
At 31 December 2019 |
Transform Hospital Group Limited (Registered number: 11932035) |
Notes to the Financial Statements - continued |
for the Period 8 April 2019 to 31 December 2019 |
10. | PROPERTY, PLANT AND EQUIPMENT - continued |
Fixed assets, included in the above, which are held under hire purchase contracts are as follows: |
Motor |
vehicles |
£ |
COST |
Additions |
At 31 December 2019 |
DEPRECIATION |
Charge for period |
At 31 December 2019 |
NET BOOK VALUE |
At 31 December 2019 |
11. | INVENTORIES |
£ |
Stocks |
Stocks comprise medical goods for use in procedures. |
12. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
£ |
Trade debtors |
Prepayments |
13. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
£ |
Hire purchase contracts (see note 15) |
Payments on account |
Trade creditors |
Amounts owed to group undertakings |
Social security and other taxes |
VAT | 212,885 |
Other creditors |
Accrued expenses |
Included in amounts owed to group undertakings is a loan from the parent company, Aurelius ETA UK Investments Limited of £750,000 on which interest is charged at 2.8% and a revolving credit facility with Aurelius Finance Company Limited with a balance outstanding at 31 December 2019 of £3,500,000. |
14. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
£ |
Hire purchase contracts (see note 15) |
Transform Hospital Group Limited (Registered number: 11932035) |
Notes to the Financial Statements - continued |
for the Period 8 April 2019 to 31 December 2019 |
15. | LEASING AGREEMENTS |
Minimum lease payments fall due as follows: |
Hire |
purchase |
contracts |
£ |
Net obligations repayable: |
Within one year |
Between one and five years |
Non-cancellable | operating leases |
£ |
Within one year |
Between one and five years |
In more than five years |
16. | SECURED DEBTS |
The following secured debts are included within creditors: |
£ |
Group undertakings | 4,250,000 |
Aurelius Finance Company Limited have fixed and floating charges over all assets of the company. |
Aurelius ETA UK Investments Limited have fixed and floating charges over intellectual property. |
17. | PROVISIONS FOR LIABILITIES |
£ |
Other provisions | 108,000 |
Other |
provisions |
£ |
Provided during period |
Balance at 31 December 2019 |
18. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal |
value: | £ |
Ordinary | £1 | 1 |
1 Ordinary share of £1 was allotted and fully paid for |
Transform Hospital Group Limited (Registered number: 11932035) |
Notes to the Financial Statements - continued |
for the Period 8 April 2019 to 31 December 2019 |
19. | ULTIMATE PARENT COMPANY |
Aurelius Equity Opportunities SE & Co KGaA (incorporated in Germany ) is regarded by the director as being the company's ultimate parent company. |
The immediate parent company is Aurelius ETA UK Investments Limited. |
The Company is included in the group accounts prepared by the ultimate parent company, copies of which can be obtained from Ludwig-Ganghofer Strasse 6, 82031 Gruenwald, Germany. The smallest and largest group preparing consolidated accounts in which the Company's results are included is that headed by Aurelius Equity Opportunities SE & Co KGaA. |
20. | POST BALANCE SHEET EVENTS |
Following the period end certain liabilities relating to the restructuring and the administration of TFHC and Combine Opco Limited have been confirmed and liabilities totalling £608,000 have been written off in the financial statements for the year ended 31 December 2020. Considerable uncertainty existed at 31 December 2019 as to these liabilities and provisions were included in the Company based on management's best estimates. As the situation was not clarified until post year end, these have not been adjusted in these financial statements. |
In early 2021 the Company had confirmation that a business interruption claim in relation to Coronavirus had been successful, the claim has been settled and accounted for in year ended 31 December 2021. |
At the end of December 2020, the Company was the victim of a malware cyber attack which caused loss of data and disruption to IT systems. The Company acted promptly to contact all customers affected and restore systems. No significant liabilities are anticipated and therefore no adjustments have been made in these accounts. |
The Company received income from the NHS during the year ended 31 December 2020, post year end this was subject to audit by KPMG on behalf of the NHS and may result in adjustment to the amount received in the year, at this stage is it not possible to quantify the adjustment accurately with the final settlement being subject to arbitration. |
21. | GOING CONCERN |
The Company's revenues were heavily influenced by the coronavirus crisis, especially in the months of March to July 2020 when it could no longer offer its normal services. The resulting revenue and profit effects were offset by the transfer of use of the company's clinics and hospitals to the National Health Service. |
It is hard to predict the future development of the market environment due to the fact that the measures implemented to combat the coronavirus crisis will probably extend into the autumn of 2021. Consumer confidence remained low through the end of 2020 due to the ongoing coronavirus crisis and Brexit. The company responded to these circumstances by broadening its product range considerably and by automating and digitalizing its processes. The new offering of telemedicine services made it possible to lower costs further. The closure of unprofitable clinics in 2020 also led to a reduction in fixed costs. The 2020 financial statements show a much reduced loss and the performance in Q1 of 2021 has been strong and in line with budget. |
The company expects to emerge from the coronavirus crisis in a strengthened competitive position. |
It is the intention of the company and its parent that it will continue to trade for at least twelve months from the date of the audit report. To this regard the parent company will offer such support as may be necessary to ensure this intention.This support has been documented in a letter to the company. |