Registered number: 09603835
Scenic Transport Limited
Financial statements
Information for filing with the registrar
For the year ended 31 December 2021
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Scenic Transport Limited
Registered number: 09603835
Balance Sheet
As at 31 December 2021
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 2 to 8 form part of these financial statements.
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Scenic Transport Limited
Notes to the Financial Statements
For the year ended 31 December 2021
Scenic Transport Limited is a private company limited by shares and incorporated in England. The address of the registered office and principal place of business is 4 Piccadilly Place, Manchester, M1 3BN. The company's registered number is 09603835.
The nature of the company's operations and its principal activity is that of a transport company.
2.Accounting policies
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Basis of preparation of financial statements
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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 judgement in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
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Financial reporting standard 102 - reduced disclosure exemptions
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The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Scenic Tours (UK) Limited as at 31 December 2021 and these financial statements may be obtained from Companies House.
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Scenic Transport Limited
Notes to the Financial Statements
For the year ended 31 December 2021
2.Accounting policies (continued)
Scenic Transport Limited (the Company) is a member of the wider Scenic group of companies headed up by the parent company SGH LLC (the “Parent”). At 31 December 2021, Scenic Transport Limited had net current and net assets of £2,000 (2020: £2,000). The Parent will provide financial support for a period until 31 December 2023 to enable the Company to meet its financial commitments and pay its liabilities as they fall due. The Company has received a letter of support conforming that support for a period until 31 December 2023.
The Company is dependent on its Parent support, which is reliant on its lenders and on the successful outcome of discussions to raise further funds, if required. The Directors consider that this constitutes a material uncertainty which casts significant doubt on the ability of the Company to continue as a going concern.
The Directors confirm that, after considering the matters set out above and based upon positive meetings held so far with prospective lenders and the significant value of unencumbered vessels owned by the Parent they have a reasonable expectation that the Parent has the ability to secure additional financing if and when required.
The Directors have made an appropriate assessment of liquidity and going concern whilst approving these financial statements and have determined that there is reasonable expectation that the Company has adequate resources to continue operating for the foreseeable future. For this reason, these financial statements have been prepared on a going concern basis. The financial statements do not contain the adjustments to carrying values of assets and liabilities, should the going concern assumption prove to be invalid.
On the basis of their assessment of the Company's financial position and performance, and of enquiries made to Parent, the directors have a reasonable expectation that the Company will be able to continue in operational existence for the foreseeable future for a period until 31 December 2023. Accordingly, they continue to adopt the going concern basis in preparing these financial statements.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue 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 revenue is recognised:
The company derives its revenue from the sale of transportation and selected cruise products to the parent undertaking. Revenue and related cost of sales are recognised in the month when they are incurred.
Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
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Scenic Transport Limited
Notes to the Financial Statements
For the year ended 31 December 2021
2.Accounting policies (continued)
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.
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Foreign currency translation
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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
Foreign exchange gains and losses are presented in the profit and loss account within 'cost of sales' and 'administrative expenses'.
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Scenic Transport Limited
Notes to the Financial Statements
For the year ended 31 December 2021
2.Accounting policies (continued)
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors and loans from related parties.
Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received.
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.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the balance sheet date.
Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is an 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.
Interest income is recognised in profit or loss using the effective interest method.
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Judgements in applying accounting policies and key sources of estimation uncertainty
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Preparation of the financial statements requires management to make significant judgements and estimates that affect amounts recognised for assets and liabilities at the reporting date and the amounts of revenues and expenses incurred during the reporting period. The overall impact of such estimates on the Company's financial results is considered by management to be immaterial.
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The average monthly number of employees, including the directors, during the year was as follows:
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There were no employees in the current or preceding year, other that the directors. The directors are directors of
the UK parent company and their services do not occupy a significant amount of their time. As such, they have not
received any remuneration for their services to the Company in the current or prior year.
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Scenic Transport Limited
Notes to the Financial Statements
For the year ended 31 December 2021
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Amounts owed by group undertakings
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Cash and cash equivalents
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Accruals and deferred income
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Amounts owed to group undertakings include a loan balance of £126,942 (2020: £149,868) which is part of an Intercompany Loan Facility and is repayable on demand. The interest rate to the Intercompany Loan Facility is calculated as the aggregate of:
- The effective facility interest rate (nominal External Bank Facility Interest Rate increased for the impact of any lump sum discount applied by the External Bank on the principal amount as well as on any intercompany guarantee fees due); and
- The Loan Origination margin of 50 basis points calculating on the Outstanding Loan.
During 2020, the loan interest agreement was suspended by the Group to which Scenic Transport Limited and its parent are members of.
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Scenic Transport Limited
Notes to the Financial Statements
For the year ended 31 December 2021
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Allotted, called up and fully paid
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2,000 Ordinary shares of £1.00 each
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Profit and loss account
The profit and loss account includes all current and prior period retained profit and losses.
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Related party transactions
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In preparing these financial statements, the directors have taken advantage of the exemptions available under Section 33 Related Party Disclosures paragraph 33.7 as permitted by FRS 102 Financial Reporting Standards applicable in the UK and Republic of Ireland, and have not disclosed transactions entered into between wholly owned group undertakings.
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Post balance sheet events
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Cyber incident
On the 20th of February 2022 the Group was hit by a cyberattack which resulted in all users being locked out of core and accounting systems. The IT department of the Group is based in Australia and we engaged Australian lawyers and services of cybersecurity experts to provide advice and guide us through getting access back to our systems. To help us ensure that we are in full compliance with the laws of the various jurisdictions that the Group operates, we also engaged international lawyers.
The hackers demanded a ransom payment to be made in exchange for unlocking access to our systems but the Group management has determined not to accede to this demand.
We have no evidence of any data exfiltration but we still took the precautionary measure of advising the relevant authorities in the UK and their feedback was that no further action was required unless we had evidence of any data breach.
Our vessel operations were not impacted by this breach. Our core systems were fully restored within three weeks of attack but it took a further two weeks until we could restore connection to our accounting systems. As a result we also had to postpone the completion of the audit of the financial statements for the year ended 31 December 2021. We also experienced some technical issues with getting our websites up and running and this were resolved at the beginning of May.
We are fully insured against the costs of the cyber attack and our insurers are settling the legal fees directly. There will be some other minor costs that we have incurred and which we will claim. We also have a business interruption policy in place and we will be submitting a claim once we collect all the relevant information.
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Scenic Transport Limited
Notes to the Financial Statements
For the year ended 31 December 2021
The company's immediate parent undertaking is Scenic Tours (UK) Limited, a company incorporated in England and Wales. The immediate parent undertaking of Scenic Tours (UK) Limited is SGH LLC. SGH LLC and other senior parent companies do not produce consolidated financial statements available for public use.
The ultimate controlling party is Mr G M Moroney.
The auditors' report on the financial statements for the year ended 31 December 2021 was unqualified with emphasis of matter paragraph.
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Material uncertainty related to going concern
In their report, the auditors emphasised the following matter without qualifying their report:
We draw attention to note 2.3 in the financial statements, which indicates that the ability of the Company to continue as a going concern is subject to a material uncertainty, that may cast significant doubt on the Company’s ability to continue as a going concern, as a result of the Parent Company’s (SGH LLC’s) dependency on its lenders and on successfully obtaining further funds.
As stated in note 2.3, these events or conditions, along with the other matters as set forth in note 2.3, indicate that a material uncertainty exists that may cast significant doubt on parent Company's ability to continue as a going concern. In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our opinion is not modified in respect of this matter.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the group’s ability to continue as a going concern.
The auditor's opinion is not modified in respect of this matter.
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The audit report was signed on 7 September 2022 by Tehseen Ali (Senior Statutory Auditor) on behalf of Ernst & Young LLP.
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