Company registration number 03662159 (England and Wales)
W F HOWES LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
W F HOWES LIMITED
COMPANY INFORMATION
Directors
Mr M Bauer
Mr M E Stevens-Hoare
Secretary
Mr M Bauer
Company number
03662159
Registered office
Unit 5 St Georges House
Rearsby Business Park
Gaddesby Lane
Rearsby
Leicester
LE7 4YH
Auditor
KLSA LLP
Kalamu House
11 Coldbath Square
London
EC1R 5HL
W F HOWES LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2 - 3
Independent auditor's report
4 - 6
Statement of comprehensive income
7
Balance sheet
8
Statement of changes in equity
9
Statement of cash flows
Notes to the financial statements
10 - 23
W F HOWES LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -
The directors present the strategic report for the year ended 31 December 2023.
Principal activities
The principle activity of the company during the year was the publishing and distribution of audio books and large print books.
Review of the business
Turnover was increased by 6.5% year on year, with the ongoing macro market decline in physical audio being outstripped by the ongoing gains in digital revenue. The gross profit margin improved slightly to 66%, helped by a favourable product mix. Distribution costs increased marginally due to ongoing inflationary pressures, whilst administration costs increased as we continued to invest heavily in content development. The total number of employees remained at 34.
The company continues to maintain its commitment to minimal environmental impact and quality through following the principals of ISO (International Organization for Standardization) standards of 9001, 14001 and 18001.
A formal budgeting process takes place each year and KPIs are reviewed against the budget monthly, with year-end projections being made at quarterly intervals to determine movements up or down against the budgeted plan. Cash positions are also assessed weekly. The company’s key cash outflows are incurred in respect of content development and author advances. The whole company is updated on progress by way of a monthly briefing after each monthly management meeting. Staff also have an annual appraisal, which includes the setting of future objectives in line with the company’s business strategy.
The company is wholly focused on the creation of audio content for the consumer and library markets. The company plans its publishing programme well in advance. To that end the company continues to work closely with content owners in all their guises, ensuring the publishing pipeline delivers titles of the right quality that meet the growing customer demand.
In addition, we work closely with all vendor partners to ensure titles are launched and supported in a way that delivers positive returns for all our business partners.
Principal risks and uncertainties
We continue to manage credit risk through the amount of credit granted to customers and effective credit management processes. Foreign exposure is kept low by only dealing with stable currencies and making prompt payments.
Going concern and looking forward
The outlook for the business is positive as we continue to invest in content.
Mr M E Stevens-Hoare
Director
20 August 2024
W F HOWES LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
The directors present their annual report and financial statements for the year ended 31 December 2023.
Results and dividends
The results for the year are set out on page 7.
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:
Mr M Bauer
Mr T Macisaac
(Resigned 31 January 2024)
Mr M E Stevens-Hoare
Auditor
KLSA LLP were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.
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.
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.
Medium-sized companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.
W F HOWES LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
On behalf of the board
Mr M E Stevens-Hoare
Director
20 August 2024
W F HOWES LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF W F HOWES LIMITED
- 4 -
Opinion
We have audited the financial statements of W F Howes Limited (the 'company') for the year ended 31 December 2023 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 December 2023 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.
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.
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.
W F HOWES LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF W F HOWES LIMITED (CONTINUED)
- 5 -
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.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the sector; and
we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, environmental and health and safety legislation.
We also considered potential fraud drivers: including financial or other pressures, opportunity, override of controls and personal or corporate motivations. We considered the programmes and controls that the company has established to address risks identified, or that otherwise prevent, deter and detect fraud. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures
included testing journals, evaluating the business rationale of significant transactions outside the normal course of business and validating the appropriateness of internal controls and significant accounting estimations based on our fraud risk criteria;
We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
W F HOWES LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF W F HOWES LIMITED (CONTINUED)
- 6 -
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
We obtained understanding of the legal and regulatory frameworks that are applicable to the company and determined that the most significant are those related to the financial reporting framework, tax regulations in the jurisdictions in which the company operates.
Based on this understanding we designed our audit procedures to identify non-compliance with laws and regulations. Our procedures involved: making enquiries of management, those responsible for legal and compliance procedures and reviewing other correspondence.
We communicated identified fraud risks and non-compliance with laws and regulations with those charged with governance, throughout the audit team and remained alert to any indications throughout the audit.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. 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, 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.
Harsheel Dodhia
Senior Statutory Auditor
For and on behalf of KLSA LLP
20 August 2024
Chartered Accountants
Statutory Auditor
Kalamu House
11 Coldbath Square
London
EC1R 5HL
W F HOWES LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 7 -
2023
2022
as restated
Notes
£
£
Turnover
3
13,493,402
12,674,337
Cost of sales
(4,601,737)
(4,595,491)
Gross profit
8,891,665
8,078,846
Distribution costs
(129,412)
(98,065)
Administrative expenses
(5,785,438)
(4,234,235)
Operating profit
4
2,976,815
3,746,546
Interest receivable and similar income
7
2,473
Interest payable and similar expenses
8
(933)
Profit before taxation
2,979,288
3,745,613
Tax on profit
9
(736,416)
(722,970)
Profit for the financial year
2,242,872
3,022,643
The profit and loss account has been prepared on the basis that all operations are continuing operations.
W F HOWES LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 8 -
2023
2022
as restated
Notes
£
£
£
£
Fixed assets
Intangible assets
10
3,603,751
3,010,119
Tangible assets
11
89,119
139,194
3,692,870
3,149,313
Current assets
Stocks
12
60,785
84,414
Debtors
13
16,412,325
10,380,863
Cash at bank and in hand
864,221
5,201,644
17,337,331
15,666,921
Creditors: amounts falling due within one year
14
(2,958,327)
(2,975,703)
Net current assets
14,379,004
12,691,218
Total assets less current liabilities
18,071,874
15,840,531
Provisions for liabilities
Deferred tax liability
15
19,755
31,284
(19,755)
(31,284)
Net assets
18,052,119
15,809,247
Capital and reserves
Called up share capital
17
10,000
10,000
Other reserves
18
409,705
409,705
Profit and loss reserves
18
17,632,414
15,389,542
Total equity
18,052,119
15,809,247
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
The financial statements were approved by the board of directors and authorised for issue on 20 August 2024 and are signed on its behalf by:
Mr M E Stevens-Hoare
Director
Company registration number 03662159 (England and Wales)
W F HOWES LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
Share capital
Other reserves
Profit and loss reserves
Total
£
£
£
£
As restated for the period ended 31 December 2022:
Balance at 1 January 2022
10,000
409,705
12,366,899
12,786,604
Profit and total comprehensive income
-
-
3,022,643
3,022,643
Balance at 31 December 2022
10,000
409,705
15,389,542
15,808,247
Balance at 1 January 2023 (as previously stated)
10,000
409,705
15,610,363
16,030,068
Prior year adjustment (Note 21)
-
-
(220,821)
(220,821)
Balance at 31 December 2022 (as restated)
10,000
409,705
15,389,542
15,809,247
Year ended 31 December 2023:
Profit and total comprehensive income
-
-
2,242,872
2,242,872
Balance at 31 December 2023
10,000
409,705
17,632,414
18,052,119
W F HOWES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
1
Accounting policies
Company information
W F Howes Limited is a private company limited by shares incorporated in England and Wales. The registered office is Unit 5 St Georges House, Rearsby Business Park, Gaddesby Lane, Rearsby, Leicester, LE7 4YH.
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.
In accordance with FRS 102, the company has taken the advantage of the exemptions from the following disclosure requirements;
The financial statements of the company are consolidated in the financial statements of Recorded Books Inc. The consolidated financial statements of recorded books Inc. are available from 270 Skipjack Road, MD 201678, United States.
1.2
Going concern
The financial statements have been prepared on the going concern basis. The directors have considered the principle risks and uncertainties that apply to the business,profit and cashflow forecasts prepared at least 12 months from the date of approval of these financial statements,the ongoing availability and sufficiency of financing facilities available to the company and the ability of the company to meet its liabilities as they fall due. Having made these considerations the directors believe that it is appropriate to prepare the accounts on the going concern basis.true
1.3
Turnover
Turnover from the sale of physical products represents sales to external customers at invoiced amounts less value added tax and trade discounts.
Income from the sale of digital and online content is recognised over the period of the contract on a time apportionment basis.
1.4
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.
W F HOWES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 11 -
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:
Software 33% straight line
Recording costs, Artwork and Typesetting
55% of the cost in year 1
10% of the cost in year 2
10% of the cost in year 3
10% of the cost in year 4
15% of the cost in year 5
Cost associated with the development of new products are recognised as intangible assets when the company is liable to demonstrate all of the following are met:
a) The technical feasibility of completing the intangible asset so that it will be available for use or sale;
b) Its intention to complete the intangible asset and use or sell it;
c) Its ability to use or sell the intangible asset;
d) How the intangible asset will generate probable future economic benefits;
e) The availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset;
f) Its ability to measure reliably the expenditure attributable to the intangible asset during its development.
All the development expenditure that does not meet the above conditions is expensed as incurred.
Capitalised costs primarily include author fees under work-for-hire agreements (excluding royalties); other external creative costs and pre-press costs that are directly attributable to the products. These costs are tracked at the product title or product series level and are amortised from the month the product is introduced to the market. Those costs are amortised over the estimated life cycle of the book or product, based upon the sales performance or similar existing products that are sold in the same business segment, over a period of not more than five years from the date if publication.
1.5
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.
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 and property improvements
20% straight line
Leasehold fixed assets
10% straight line
Fixtures and fittings
20% straight line
Computers
33% 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.
1.6
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). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
W F HOWES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 12 -
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.7
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.
Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.
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.
1.8
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.
1.9
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 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.
Fair value measurement of financial instruments
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.
W F HOWES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 13 -
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
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.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
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.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
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 creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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 payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
W F HOWES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 14 -
Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.10
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.
1.11
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.
1.12
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.
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.
W F HOWES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 15 -
1.13
Retirement benefits
For defined contributions schemes the amount charged to profit or loss is the contributions payable in the year. Differences between contributions payable in the year and contributions actually paid are shown as either accrual or prepayments.
1.14
Leases
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.
1.15
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.
1.16
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the black-Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.
Other reserves represents the contribution the company has received from it's ultimate parent company to settle amounts due in respect of the group's share based payment arrangement.
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.
W F HOWES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
2
Judgements and key sources of estimation uncertainty
(Continued)
- 16 -
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.
Intangible assets
Included within intangible assets are computer software and development costs. The useful life used to amortise intangible assets relates to the expected future performance of the asset acquired and management's estimate of the period over which economic benefit will be derived from the asset. For development costs, the estimated useful life of a book or a product is based upon historical performance with similar products as well as anticipation of future events. Historically changes in useful lives have not resulted in material changes to the company's amortisation charge. For software, the useful life time is determined by the management at the time of the software is acquired and brought in to use and is regularly review for appropriateness.
Impairment of debtors
Included within other debtors are amounts advanced to authors which remain unrecouped at the year end. These author balances are impaired on a systematic basis based on management's estimate of the period over which the titles in issue are expected to generate revenue. This estimate is based on the historical performance of similar titles. Historically the basis used to impair the author balances has been adequate to ensure that the carrying value of author balances are equal to their recoverable amount.
3
Turnover and other revenue
2023
2022
£
£
Turnover analysed by geographical market
United Kingdom
6,908,612
8,474,006
Australia/New zealand
3,301,441
2,543,010
Europe
1,359,354
1,029,676
United States of America
1,609,696
465,162
South Africa
37,023
26,739
Rest of the World
277,276
135,744
13,493,402
12,674,337
2023
2022
£
£
Other revenue
Interest income
2,473
-
W F HOWES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 17 -
4
Operating profit
2023
2022
Operating profit for the year is stated after charging/(crediting):
£
£
Exchange losses/(gains)
363,980
(468,916)
Fees payable to the company's auditor for the audit of the company's financial statements
43,032
40,000
Depreciation of owned tangible fixed assets
62,926
68,801
Amortisation of intangible assets
1,882,600
1,407,265
Operating lease charges
75,690
68,550
5
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
34
34
Their aggregate remuneration comprised:
2023
2022
£
£
Wages and salaries
1,710,685
2,084,220
Social security costs
138,530
131,875
Pension costs
67,074
61,908
1,916,289
2,278,003
6
Directors' remuneration
2023
2022
£
£
Remuneration for qualifying services
274,095
254,586
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2022 : 1).
Remuneration disclosed above include the following amounts paid to the highest paid director:
2023
2022
£
£
Remuneration for qualifying services
239,596
221,091
Company pension contributions to defined contribution schemes
34,499
33,495
W F HOWES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 18 -
7
Interest receivable and similar income
2023
2022
£
£
Interest income
Other interest income
2,473
8
Interest payable and similar expenses
2023
2022
£
£
Other finance costs:
Interest on finance leases and hire purchase contracts
-
933
9
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
607,945
646,913
Adjustments in respect of prior periods
140,000
80,347
Total current tax
747,945
727,260
Deferred tax
Origination and reversal of timing differences
(11,529)
(4,290)
Total tax charge
736,416
722,970
Finance Act 2021 makes provision for the rate of corporation tax in the UK to increase (from 1 April 2023) from 19% to 25% where a company has profits in excess of £250,000. In addition, there is also a small profits rate of tax of 19% where profits are £50,000 or less. For businesses with accounting periods which straddle 1 April, profits are time apportioned.
W F HOWES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
9
Taxation
(Continued)
- 19 -
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
2023
2022
£
£
Profit before taxation
2,979,288
3,745,613
Expected tax charge based on the standard rate of corporation tax in the UK of 23.52% (2022: 19.00%)
700,729
711,666
Tax effect of expenses that are not deductible in determining taxable profit
1,393
608
Effect of change in corporation tax rate
2,152
Double tax relief
(15,291)
Group relief
(90,150)
(67,513)
Permanent capital allowances in excess of depreciation
11,264
Under provided in prior years
140,000
80,347
Deferred tax charge for the year
(11,529)
(4,290)
Taxation charge for the year
736,416
722,970
10
Intangible fixed assets
Software
Recording cost
Artwork
Typesetting
Total
£
£
£
£
£
Cost
At 31 December 2022
608,472
23,255,896
1,009,415
568,780
25,442,563
Prior year adjustment
-
(2,839,977)
-
-
(2,839,977)
At 1 January 2023 (as restated)
608,472
20,415,919
1,009,415
568,780
22,602,586
Additions
2,046,202
273,272
156,758
2,476,232
At 31 December 2023
608,472
22,462,121
1,282,687
725,538
25,078,818
Amortisation and impairment
At 31 December 2022
549,637
20,650,380
613,171
346,637
22,159,825
Prior year adjustment
-
(2,567,359)
-
-
(2,567,359)
At 1 January 2023 (as restated)
549,637
18,083,022
613,171
346,637
19,592,467
Amortisation charged for the year
34,381
1,484,359
232,320
131,540
1,882,600
At 31 December 2023
584,018
19,567,381
845,491
478,177
21,475,067
Carrying amount
At 31 December 2023
24,454
2,894,740
437,196
247,361
3,603,751
At 31 December 2022 (as restated)
58,835
2,332,897
396,244
222,143
3,010,119
W F HOWES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
10
Intangible fixed assets
(Continued)
- 20 -
Prior year adjustment represents wages and salaries costs from the studio and rights departments, along with their respective accumulated amortisation misclassified to recording cost in the year ending 31 December 2022 .Refer to note 21 for details on the impact of this misclassification.
11
Tangible fixed assets
Leasehold fixed assets
Fixtures and fittings
Computers
Total
£
£
£
£
Cost
At 1 January 2023
277,179
130,171
260,750
668,100
Additions
734
12,117
12,851
At 31 December 2023
277,179
130,905
272,867
680,951
Depreciation and impairment
At 1 January 2023
220,384
117,268
191,254
528,906
Depreciation charged in the year
21,511
4,217
37,198
62,926
At 31 December 2023
241,895
121,485
228,452
591,832
Carrying amount
At 31 December 2023
35,284
9,420
44,415
89,119
At 31 December 2022
56,795
12,903
69,496
139,194
The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts. The depreciation charge in respect of such assets amounted to £17,500 (2022: £17,500) for the year.
2023
2022
£
£
33,542
51,042
12
Stocks
2023
2022
£
£
Finished goods and goods for resale
60,785
84,414
W F HOWES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 21 -
13
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
215,252
318,416
Corporation tax recoverable
292,054
83,155
Amounts owed by group undertakings
9,041,456
4,181,036
Other debtors
6,863,563
5,798,256
16,412,325
10,380,863
Included within other other debtors are deferred royalty payments of £474,250 (2022:£343,307) relating to titles not due to be published until more than one year after the year end date.
14
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
177,390
144,566
Amounts owed to group undertakings
735,849
Taxation and social security
29,640
32,270
Accruals and deferred income
2,751,297
2,063,018
2,958,327
2,975,703
15
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:
Liabilities
Liabilities
2023
2022
Balances:
£
£
Timing differences on capital allowances
19,755
31,284
2023
Movements in the year:
£
Liability at 1 January 2023
31,284
Credit to profit or loss
(11,529)
Liability at 31 December 2023
19,755
The deferred tax liability set out above is expected to reverse over the life of the asset and relates to accelerated capital allowances that are expected to mature within the same period.
W F HOWES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
15
Deferred taxation
(Continued)
- 22 -
Deferred taxes in respect of timing differences which are expected to reverse on or after 1 April 2023 are remeasured at 25% where profits are expected to exceed £250,000; or at the marginal rate where profits are expected to fall between £50,000 and £250,000. The rate applied is 25% (2022:19%).
16
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
67,074
61,908
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.
17
Share capital
2023
2022
Ordinary share capital
£
£
Issued and fully paid
10,000 Ordinary shares of £1 each
10,000
10,000
18
Reserves
Other reserves
Other reserves show the contributions received from the ultimate parent company to settle amounts due in respect of the group share based payment arrangements.
Profit and loss reserves
Cumulative profit and loss net of distributions to owners.
19
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:
2023
2022
£
£
Within one year
75,216
77,901
Between two and five years
68,948
134,937
144,164
212,838
W F HOWES LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 23 -
20
Ultimate controlling party
The company is a wholly owned subsidiary of Opuspond Limited, a company incorporated in England and Wales. Opuspond Limited is the immediate parent company. The financial statements of Opuspond Limited can be obtained from Companies House.
During the year up to 30 August 2023, the directors considered Gimli Holding Parent Corporation to be the ultimate controlling party. On 31 August 2023, there was a change in ownership and ever since and as at balance sheet date, the directors consider the ultimate party to be H.I.G Capital, LLC, a limited liability Corporation based in the United States of America
Copies of the financial statements of the Recorded Books Inc, the smallest and largest recoded books group in which the results of the company are consolidated, are available at 270 Skipjack Road, MD 20678,USA.
21
Prior period adjustment
The accounts have been restated to incorporate the impact of a misclassification of a wages and salaries cost as recording costs. The adjustment has resulted in profits available for distribution at 31 December 2022 reducing by £220,821 after tax. The tax charge for the year ending 31 December 2022 has been reduced by £51,798 in relation to this misclassification.
Reconciliation of changes in equity
1 January
31 December
2022
2022
£
£
Adjustments to prior year
Prior year adjustment
-
(220,821)
Equity as previously reported
12,786,604
16,030,068
Equity as adjusted
12,786,604
15,809,247
Analysis of the effect upon equity
Profit and loss reserves
-
(220,821)
Reconciliation of changes in profit for the previous financial period
2022
£
Adjustments to prior year
Prior year adjustment
(220,821)
Profit as previously reported
3,243,464
Profit as adjusted
3,022,643
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