Company registration number 01171408 (England and Wales)
CATERHAM CARS LTD.
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
CATERHAM CARS LTD.
COMPANY INFORMATION
Directors
R Laishley
H Saimen
K Takahashi
T Yamazaki
Secretary
T Steel
Company number
01171408
Registered office
Unit 10
Rennie Drive
Dartford
Kent
England
DA1 5FD
Auditor
UHY Hacker Young Manchester LLP
St James Building
79 Oxford Street
Manchester
M1 6HT
CATERHAM CARS LTD.
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 8
Statement of comprehensive income
9
Balance sheet
10
Statement of changes in equity
11
Notes to the financial statements
12 - 25
CATERHAM CARS LTD.
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2024
- 1 -
The directors present the strategic report for the year ended 31 March 2024.
Fair review of the business and future events
The Directors are disappointed to report a further operating loss for the period to 31 March 2024, following a loss also reported in the previous accounting period. The Directors and the company’s parent company remain committed and focussed on turning the business back into regular profits and a 5-year business plan has been developed which forecasts strong medium-term growth and profits.
In support of this plan and to continue to give the company the foundation to achieve this, the company’s parent company, VT Holdings Co. Ltd, demonstrated its continuing commitment to the company with a further capitalisation of parent company debt to new equity totalling £4.5M on 27th March 2024. This additional investment was a direct capitalisation of funding provided in the preceding months to allow the business to fit out a new modern purpose-built factory, which the company then subsequently moved into shortly after the financial year end. This investment now concludes the initial up-front investments required to support the 5-year plans to secure the future of the business and to allow for growth of sales into new markets and new products.
Total revenues for the year were increased by 19% to £23.9M from £20.1M, driven primarily by a 20% increase in output of new cars to 541 from 450 in the previous year. Whilst the business still incurred some supply chain issues in the year, many of the previous year’s supply problems were resolved as the year progressed and this led to more stable monthly output for the majority of the year under review. Other revenue streams remained relatively unchanged in the year, except for a drop in used car and service revenues. This was caused by the decision in the previous year to exit direct retailing, and the company therefore ceased all direct used car and servicing operations from September 2023.
Not only was gross margin contribution higher in the year as a result of the higher revenues, but average weighted gross margin as a percentage was also improved from 20.9% to 24.2%. This was a partial reverse of the diluted margins that had been suffered in the previous year due to severe component inflation pressures that had hit the wider global economies during 2022. Further improvements in weighted margins were achieved as the year progressed as the business slowly switched back to selling more profitable models and the directors are now satisfied that the business has successfully reinstated sustainable gross margin levels going forward.
Despite the increased revenues and gross margin contribution achieved in the year, the business still operated at an output capacity level below breakeven and this was further worsened by significant new empty rental costs on the business’ new planned factory of around £650K while the business waited firstly for planning permission and then completion of building works to alter the building for final occupation, which happened immediately post year end. The directors are however confident that following a successful relocation, coupled with the corresponding reduction in duplicated rental costs, and return to normal operational output that the business is now structured to enable regular monthly profits to repay the long-term investments made.
Future developments
Immediately after the financial year the business has now successfully relocated to a new larger assembly, warehouse and office facility which allows for increased output capacity, improved customer-facing facilities and a better working environment for all staff. This concludes the initial long-term investment from the company’s parent to place the business on a solid foundation to grow existing markets and develop new demand for the Seven for the next decade.
Principal risks and uncertainties
Caterham Cars manufacture a luxury product that has global appeal and as such the Company can be influenced by prevailing economic conditions and requirements in global car homologation legislation.
To mitigate this risk the Company has a adopted a strategy whereby it homologates the majority of its model range to the standards of the European Community Small Series Type Approval (ECCSTA), thereby providing a common type approval for many markets and reducing costs and risks as this also gives significant future visibility of homologation compliance requirements. Before the UK’s exit from the EU on 1st January 2021, in order to retain the validity of the type approvals held under ECCSTA, the Company successfully completed a migration of these type approvals from the UK’s certification agency to the equivalent certification agency in Sweden, thus preserving their status.
CATERHAM CARS LTD.
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 2 -
Financial Risk Management
Currency Risk
Given that the business trades internationally there is some risk from adversely fluctuating currency rates. To mitigate these risks the Company invoices and settles all sales in GBP Sterling, and a very high percentage of all purchases are also made in GBP Sterling.
The company does not take out any hedging instruments to further mitigate this risk. Where transactions are carried out in a foreign currency, the transactions are translated into GBP Sterling at the exchange rate prevailing at the date of the transactions. Foreign currency exchange gains and losses are recognised in the profit and loss account.
Liquidity Risk
The Company retains sufficient cash and short-term borrowing facilities to ensure it has adequate funds for its daily operations.
Key Performance Indicators
There are various key indicators that the business uses for internal management performance measurement, some financial and some non-financial. These include: Total sales revenue; Gross margin as a percentage of sales; and new cars sales forward order bank.
Total sales revenue is an important key indicator as it demonstrates whether the business is achieving overall growth across all revenue streams, which includes new cars sales, used car sales, aftersales of parts and services, event revenues, and royalty income. The total sales revenue for the year to 31 March 2024 was £23,889,152, versus total revenues for the year to 31 March 2023 of £20,083,622. This represents a healthy increase overall of 19%.
Gross margin as a percentage of sales is a key indicator of underlying profitability from the manufacture and sale of cars and parts. In the period to March 2024, overall gross margin as a percentage increased to 24.2% (from 20.9% in the year to March 2023). The primary factor which enabled this increase was the continued improvement in retail pricing on invoiced vehicles during the year as the business reacted to the high component inflation suffered in the preceding financial period.
Forward order bank for new cars is a key indicator of underlying demand for the Company’s main core product and allows the business to plan production volumes in an efficient manner. This is expressed as the number of months’ order volume taken and waiting to be fulfilled, based on current and planned production output rate. At 31 March 2024, the forward order bank for new cars was calculated to be 7.2 months (as at 31 March 2024: 10.0 months). There has been a slight decline in the year of deposited orders taken caused by 2 primary reasons: The UK market remained a difficult market with weak demand caused by continued underlying uncertainty in the UK economy, and the ordering policy from the company’s Japanese importer changed in the year and as such no news orders for stock cars were received until after the financial year end. However, the directors remain with the year end position and are comfortable to retain a forward order position within a range of between 6 to 9 months going forward.
R Laishley
Director
31 July 2024
CATERHAM CARS LTD.
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2024
- 3 -
The directors present their annual report and financial statements for the year ended 31 March 2024.
Principal activities
The principal activity of the company continued to be manufacture, sale and service of the Caterham Seven sports car underpinned by motorsport championships in both the UK and in various overseas markets.
Results and dividends
The results for the year are set out on page 9.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
R Laishley
H Saimen
K Takahashi
T Yamazaki
Statement of directors' responsibilities
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 judgements 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 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.
Strategic report
The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of future developments.
CATERHAM CARS LTD.
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 4 -
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
On behalf of the board
R Laishley
Director
31 July 2024
CATERHAM CARS LTD.
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF CATERHAM CARS LTD.
- 5 -
Opinion
We have audited the financial statements of Caterham Cars Ltd. (the 'company') for the year ended 31 March 2024 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including 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:
give a true and fair view of the state of the company's affairs as at 31 March 2024 and of its loss 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.
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 Auditor's 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 opinion.
Conclusions relating to 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.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. 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 course of 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 this gives rise to a material misstatement in the financial statements themselves. 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.
CATERHAM CARS LTD.
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF CATERHAM CARS LTD.
- 6 -
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
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 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:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
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, 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.
Auditor's 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 an auditor's 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.
Extent to which the audit was considered capable of detecting irregularities, including fraud
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, we considered the following:
the nature of the industry and sector, control environment and business performance;
any matters we identified having obtained and reviewed the Company’s documentation of their policies and procedures relating to:
identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;
detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;
the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations; and
the matters discussed among the audit engagement team and involving relevant internal specialists, including tax, and industry specialists regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.
CATERHAM CARS LTD.
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF CATERHAM CARS LTD.
- 7 -
As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas: valuation of vehicle stocks and revenue recognition. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.
We also obtained an understanding of the legal and regulatory frameworks the company operates in, focussing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act and tax legislation.
In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company's ability to operate or to avoid a material penalty.
Audit response to the risks identified
Our procedures to respond to risks identified included the following:
reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
enquiring of management and those charged with governance concerning actual and potential litigation claims;
in addressing the risk of fraud through inappropriate valuation of stock, assessing net realisable value of stock items sold after the year end was above cost or assessing their value with reference to third party data sources.
in addressing the risk of fraud through inappropriate revenue recognition, assessing vehicles documented as sold in the period adhere to the relevant criteria under the revenue recognition policy, in that vehicles are complete, running, and have passed the appropriate quality control checks.
in assessing the risk of fraud through management override of controls, testing the appropriateness of journal entries and assessing whether judgements made in making accounting estimates are indicative of potential bias.
There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's 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 an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
CATERHAM CARS LTD.
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF CATERHAM CARS LTD.
- 8 -
Paul Daly BEng FCA
Senior Statutory Auditor
For and on behalf of UHY Hacker Young Manchester LLP
31 July 2024
Chartered Accountants
Statutory Auditor
St James Building
79 Oxford Street
Manchester
M1 6HT
CATERHAM CARS LTD.
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2024
- 9 -
2024
2023
Notes
£
£
Turnover
3
23,889,152
20,083,622
Cost of sales
(18,102,677)
(15,881,808)
Gross profit
5,786,475
4,201,814
Administrative expenses
(7,734,013)
(6,879,103)
Operating loss
4
(1,947,538)
(2,677,289)
Interest receivable and similar income
7
416
Interest payable and similar expenses
8
(360,556)
(98,072)
Loss before taxation
(2,307,678)
(2,775,361)
Tax on loss
9
247,619
317,080
Loss for the financial year
(2,060,059)
(2,458,281)
The profit and loss account has been prepared on the basis that all operations are continuing operations.
CATERHAM CARS LTD.
BALANCE SHEET
AS AT
31 MARCH 2024
31 March 2024
- 10 -
2024
2023
Notes
£
£
£
£
Fixed assets
Intangible assets
10
888,039
1,181,730
Tangible assets
11
5,320,690
756,386
6,208,729
1,938,116
Current assets
Stocks
12
9,857,900
7,233,154
Debtors
13
3,964,767
3,460,150
Cash at bank and in hand
22,974
2,231
13,845,641
10,695,535
Creditors: amounts falling due within one year
14
(12,698,659)
(9,768,433)
Net current assets
1,146,982
927,102
Total assets less current liabilities
7,355,711
2,865,218
Creditors: amounts falling due after more than one year
15
(2,068,988)
(30,108)
Provisions for liabilities
Provisions
18
202,765
191,093
(202,765)
(191,093)
Net assets
5,083,958
2,644,017
Capital and reserves
Called up share capital
20
5,517,788
29,180,288
Profit and loss reserves
21
(433,830)
(26,536,271)
Total equity
5,083,958
2,644,017
The financial statements were approved by the board of directors and authorised for issue on 31 July 2024 and are signed on its behalf by:
R Laishley
Director
Company registration number 01171408 (England and Wales)
CATERHAM CARS LTD.
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024
- 11 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 April 2022
25,780,288
(24,077,990)
1,702,298
Year ended 31 March 2023:
Loss and total comprehensive income for the year
-
(2,458,281)
(2,458,281)
Issue of share capital
20
3,400,000
-
3,400,000
Balance at 31 March 2023
29,180,288
(26,536,271)
2,644,017
Year ended 31 March 2024:
Loss and total comprehensive income for the year
-
(2,060,059)
(2,060,059)
Issue of share capital
20
4,500,000
-
4,500,000
Reduction of shares
20
(28,162,500)
28,162,500
Balance at 31 March 2024
5,517,788
(433,830)
5,083,958
CATERHAM CARS LTD.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
- 12 -
1
Accounting policies
Company information
Caterham Cars Ltd. is a private company limited by shares incorporated in England and Wales. The registered office is Unit 10, Rennie Drive, Dartford, England, DA1 5FD.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
The financial statements of the company are consolidated in the financial statements of VT Holdings Co Ltd. These consolidated financial statements are available from its registered office in Japan and via that company's corporate website.
1.2
Going concern
The company is a subsidiary of Caterham Cars Group Limited. The directors of the company have considered the future performance of the group in the light of the current economic climate and the results of trading to date. They have forecast the likely result to the end of July 2025 and the associated funding requirement.true
At the year end the company had an overdraft facility of £300,000 with its primary bank. The company also had available a £3,000,000 revolving working capital credit facility provided by Mizuho Bank and guaranteed by its ultimate parent company, VT Holdings Co. Ltd, of which £2,700,000 was drawn at the year end.
The guarantee provided by VT Holdings Co. Ltd in relation to Mizuho Bank expires in 15 February 2025. Negotiations have not yet started in relation to renewing this guarantee although the directors have a reasonable expectation that this will be renewed. In support of the going concern basis of preparation the directors have obtained a letter of support from VT Holdings Co. Ltd confirming that it intends to support the company both financially and operationally for a periods of at least 12 months from the date of approval of the financial statements and the directors have no expectation that support, if required, would not be forthcoming. The directors have evaluated the ability of VT Holdings Co. Ltd to provide any necessary support and have not identified any material uncertainties in this regard.
The company's underlying forecasts and projections, taking account of reasonably possible changes in trading performance caused by the company's exposure to global supply chain issues and increasing cost inflation in the UK, showed that the company should be able to operate within the level of its current working capital funds and available facilities as supported by VT Holdings Co. Ltd.
Having considered all factors noted above the directors have not identified any material uncertainties in relation to going concern. They have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future being at least 12 months from the date of the approval of the financial statements. Thus, they continue to adopt the going concern basis of accounting in preparing the annual financial statements.
CATERHAM CARS LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 13 -
1.3
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts.
The sources of turnover are new car sales, used car sales, car hire, race series, royalties, fees for assembling and servicing cars and for parts and labour.
Revenue from the sale of new and used car sales is recognised when the significant risks and rewards of ownership of the vehicle has passed to the buyer. This is usually when the vehicle is complete and running, thereby presenting a right to payment in which it is probable that the economic benefits associated with the transaction will flow to the entity, and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Revenue received for Caterham Experience Events is recognised in the accounting period in which the event has occurred. Revenue received for vouchers is recognised in the period in which the voucher has been claimed.
Registration fees for race service are recognised at the beginning of the race season, Entry fees for each race are recognised after each race.
Fees for assembling and servicing cars are recognised in the accounting period in which the service is completed.
Parts and labour sales are recognised in the accounting period in which the customer takes delivery of the part or in which the service is completed.
1.4
Research and development expenditure
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
1.5
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Development costs
5 years
Website costs
5 years
1.6
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
CATERHAM CARS LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 14 -
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Leasehold land and buildings
over the duration of the lease term
Plant and machinery
20% straight line
Fixtures and fittings
20% straight line
Motor vehicles
20% straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.7
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).
1.8
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition. The costs of parts stock are calculated on a standard cost basis.
Demonstrator vehicles are included within finished goods and are stated at the lower of cost or net realisable value. Net realisable value is the expected selling price, less further costs to be incurred on disposal.
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.
1.9
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.10
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with 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.
Basic financial assets
Basic financial assets, which include trade debtors, amounts due from group undertakings and other debtors, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method.
CATERHAM CARS LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 15 -
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including trade creditors, amounts due to group undertakings, other creditors and accruals are classified as debt, are initially recognised at transaction price.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
1.11
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.12
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
CATERHAM CARS LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 16 -
1.13
Provisions
Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.
1.14
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.15
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.16
Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
1.17
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
CATERHAM CARS LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 17 -
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated 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 ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Stock provisions
Using information available at the balance sheet date, the directors make judgements based on their experience on the level of provision required for the impairment of stock. At the year end the stock provision was £253,538 (2023: £354,052).
Warranty provisions
Using past history and information available at the balance sheet date, the directors make estimates on the level of warranties required. Post year end information may impact on the level of provision. At the year end warranty provision was £202,765 (2023: £191,093).
3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Sales of motor vehicles
18,873,327
15,031,404
Sales of motor parts
4,372,276
4,449,992
Sales of services
123,537
270,166
Sponsorships, royalties and race fees
310,315
303,970
Other income
209,697
28,090
23,889,152
20,083,622
2024
2023
£
£
Turnover analysed by geographical market
UK
8,923,417
10,044,818
Europe
9,587,878
6,693,133
Japan
3,603,538
2,210,172
Rest of world
1,774,319
1,135,499
23,889,152
20,083,622
CATERHAM CARS LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
3
Turnover and other revenue
(Continued)
- 18 -
2024
2023
£
£
Other revenue
Interest income
416
-
4
Operating loss
2024
2023
Operating loss for the year is stated after charging/(crediting):
£
£
Exchange (gains)/losses
(2,535)
30,961
Fees payable to the company's auditor for the audit of the company's financial statements
79,304
76,745
Depreciation of owned tangible fixed assets
205,033
183,640
Depreciation of tangible fixed assets held under finance leases
-
12,798
Loss on disposal of tangible fixed assets
798
-
Amortisation of intangible assets
237,196
146,577
Operating lease charges
1,224,477
620,658
5
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
Production and development
96
99
Sales and administration
35
36
Total
131
135
Their aggregate remuneration comprised:
2024
2023
£
£
Wages and salaries
5,287,791
5,067,255
Social security costs
530,274
466,488
Pension costs
166,640
181,864
5,984,705
5,715,607
CATERHAM CARS LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 19 -
6
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
209,100
414,184
Company pension contributions to defined contribution schemes
-
22,500
209,100
436,684
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 0 (2023 - 1).
7
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
416
8
Interest payable and similar expenses
2024
2023
£
£
Interest on bank overdrafts and loans
149,766
43,606
Other interest
210,790
54,466
360,556
98,072
9
Taxation
2024
2023
£
£
Current tax
Group tax relief
(247,619)
(317,080)
CATERHAM CARS LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
9
Taxation
(Continued)
- 20 -
The actual credit for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
2024
2023
£
£
Loss before taxation
(2,307,678)
(2,775,361)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2023: 19.00%)
(576,920)
(527,319)
Tax effect of expenses that are not deductible in determining taxable profit
3,800
Change in unrecognised deferred tax assets
372,047
287,892
Adjustments in respect of prior years
1,656
Effect of change in corporation tax rate
(84,676)
Permanent capital allowances in excess of depreciation
1,567
Other permanent differences
(42,746)
Taxation credit for the year
(247,619)
(317,080)
The company has tax losses available to set off against future profits of £19,269,783 (2023: £17,540,038).
As at 31 March 2024, deferred tax assets of £4,817,446 (2023: £4,374,774) in relation to these losses has not been recognised.
10
Intangible fixed assets
Development costs
Website costs
Total
£
£
£
Cost
At 1 April 2023
5,886,813
173,427
6,060,240
Additions
509,409
18,408
527,817
Disposals
(584,312)
(584,312)
At 31 March 2024
5,811,910
191,835
6,003,745
Amortisation and impairment
At 1 April 2023
4,727,368
151,142
4,878,510
Amortisation charged for the year
223,282
13,914
237,196
At 31 March 2024
4,950,650
165,056
5,115,706
Carrying amount
At 31 March 2024
861,260
26,779
888,039
At 31 March 2023
1,159,445
22,285
1,181,730
CATERHAM CARS LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 21 -
11
Tangible fixed assets
Leasehold land and buildings
Plant and machinery
Fixtures and fittings
Motor vehicles
Total
£
£
£
£
£
Cost
At 1 April 2023
860,849
1,222,234
402,896
306,848
2,792,827
Additions
4,406,322
49,762
176,715
141,313
4,774,112
Disposals
(495,940)
(21,316)
(7,574)
(524,830)
At 31 March 2024
4,771,231
1,250,680
572,037
448,161
7,042,109
Depreciation and impairment
At 1 April 2023
458,705
1,028,954
318,111
230,671
2,036,441
Depreciation charged in the year
47,301
67,999
40,418
49,315
205,033
Eliminated in respect of disposals
(495,940)
(20,056)
(4,059)
(520,055)
At 31 March 2024
10,066
1,076,897
354,470
279,986
1,721,419
Carrying amount
At 31 March 2024
4,761,165
173,783
217,567
168,175
5,320,690
At 31 March 2023
402,144
193,280
84,785
76,177
756,386
The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.
2024
2023
£
£
Motor vehicles
33,062
45,860
12
Stocks
2024
2023
£
£
Raw materials and consumables
7,556,466
4,508,725
Work in progress
1,107,008
1,649,716
Finished goods and goods for resale
1,194,426
1,074,713
9,857,900
7,233,154
CATERHAM CARS LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 22 -
13
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
1,901,512
1,532,103
Amounts owed by group undertakings
296,841
343,878
Other debtors
1,177,872
1,176,883
Prepayments and accrued income
588,542
407,286
3,964,767
3,460,150
14
Creditors: amounts falling due within one year
2024
2023
Notes
£
£
Bank loans and overdrafts
17
2,700,000
956,275
Obligations under finance leases
16
12,417
11,508
Trade creditors
5,886,830
2,560,575
Amounts owed to group undertakings
6,287
2,006,287
Taxation and social security
140,935
119,403
Other creditors
1,335,342
2,107,113
Accruals and deferred income
2,616,848
2,007,272
12,698,659
9,768,433
15
Creditors: amounts falling due after more than one year
2024
2023
Notes
£
£
Bank loans
17
10,000
Obligations under finance leases
16
7,691
20,108
Other borrowings
17
1,099,993
Other creditors
729,304
Accruals and deferred income
232,000
2,068,988
30,108
16
Finance lease obligations
2024
2023
Future minimum lease payments due under finance leases:
£
£
Within one year
12,417
11,508
In two to five years
7,691
20,108
20,108
31,616
CATERHAM CARS LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
16
Finance lease obligations
(Continued)
- 23 -
Finance lease payments represent rentals payable by the company for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 3 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.
The finance leases are secured by the lessor's charge over the leased assets.
17
Loans and overdrafts
2024
2023
£
£
Bank loans
2,700,000
880,000
Bank overdrafts and vehicle stocking facility
86,275
Loans from group undertakings
1,099,993
3,799,993
966,275
Payable within one year
2,700,000
956,275
Payable after one year
1,099,993
10,000
Bank loans totalling £2,700,000 represent amounts payable in respect of a package of rolling credit facilities. These short term facility arrangements are repayable over terms covering 2 April 2024 to 11 April 2024. Interest due on these arrangements range from 6.475% to 6.560%.
Loans from group undertakings has a maturity date of 31 October 2024. Interest (paid monthly) in respect of this loan is at a rate of 6.460%
18
Provisions for liabilities
2024
2023
£
£
Warranty provisions
202,765
191,093
Movements on provisions:
Warranty provisions
£
At 1 April 2023
191,093
Additional provisions in the year
180,730
Utilisation of provision
(94,019)
Decrease in provision
(75,039)
At 31 March 2024
202,765
CATERHAM CARS LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
18
Provisions for liabilities
(Continued)
- 24 -
The warranty provision represents management's best estimate of the company's liability under 24 month warranties granted on new cars, based on past experience.
The additional provisions in the year relate to cars sold in the year.
19
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
166,640
181,864
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
The company had outstanding liabilities in respect of defined contribution pension schemes totalling £18,342 (2023 - £27,558) as at the year end.
20
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
5,517,788
29,180,288
5,517,788
29,180,288
The company's ordinary shares, which carry no fixed right to income, carry the right to one vote at general meetings of the company.
On 27 March 2024 the company reduced its share capital from £29,180,288 to £1,017,788 by cancelling and extinguishing 28,162,500 of the issued shares of £1 each in the company.
On 27 March 2024 4,500,000 ordinary shares were allotted at a nominal value per share of £1. The amount paid per share was £1.
21
Profit and loss reserves
2024
2023
£
£
At the beginning of the year
(26,536,271)
(24,077,990)
Loss for the year
(2,060,059)
(2,458,281)
Share redemption or reduction
28,162,500
At the end of the year
(433,830)
(26,536,271)
CATERHAM CARS LTD.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 25 -
22
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
2024
2023
£
£
Within one year
721,290
536,225
Between two and five years
2,613,828
1,623,817
In over five years
3,866,287
7,201,405
2,160,042
23
Related party transactions
The company sold goods to a connected company, SCI Co. Ltd in the period totalling £3,561,277 (2023: £2,195,947). SCI Co. Ltd is a direct subsidiary of the company's ultimate holding company VT Holdings Co. Ltd and acts as the importer of the company's products into the Japanese market, and all sales are made at arms length on a commercial basis.
The company's ultimate parent company have provided a guarantee dated 15 February 2023 in favour of Mizuho Bank for a revolving credit facility made available to the company in the sum of £3,000,000.
24
Ultimate controlling party
Caterham Cars Group Limited was the immediate parent company as at 31 March 2024, and is incorporated in England and Wales. The directors consider the ultimate parent undertaking as at 31 March 2024 to be VT Holdings Co. Ltd and is incorporated in Japan.
VT Holdings Co. Ltd is the largest and smallest company for which consolidated accounts including Caterham Cars Limited were prepared for the period ended 31 March 2024. The consolidated accounts of VT Holdings Co Ltd are available from its registered office in Japan and via that company's corporate website.
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