Company registration number 00323828 (England and Wales)
JONES & SHIPMAN HARDINGE LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
JONES & SHIPMAN HARDINGE LIMITED
CONTENTS
Page
Balance sheet
1
Statement of changes in equity
2
Notes to the financial statements
3 - 10
JONES & SHIPMAN HARDINGE LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 1 -
2023
2022
Notes
£
£
£
£
Current assets
Debtors
5
45,164
13,472
Cash at bank and in hand
17,938
241,033
63,102
254,505
Creditors: amounts falling due within one year
6
(575,739)
(328,046)
Net current liabilities
(512,637)
(73,541)
Net assets excluding pension liability
(512,637)
(73,541)
Defined benefit pension liability
7
Net liabilities
(512,637)
(73,541)
Capital and reserves
Called up share capital
12,524,424
12,524,424
Share premium account
8
7,232,631
7,232,631
Profit and loss reserves
8
(20,269,692)
(19,830,596)
Total equity
(512,637)
(73,541)
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 10 September 2024 and are signed on its behalf by:
Viktor Gaspar
Director
Company registration number 00323828 (England and Wales)
JONES & SHIPMAN HARDINGE LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Share capital
Share premium account
Profit and loss reserves
Total
£
£
£
£
Balance at 1 January 2022
12,524,424
7,232,631
(19,350,574)
406,481
Year ended 31 December 2022:
Loss
-
-
(129,022)
(129,022)
Other comprehensive income:
Actuarial gains on defined benefit plans
-
-
(351,000)
(351,000)
Total comprehensive income
-
-
(480,022)
(480,022)
Balance at 31 December 2022
12,524,424
7,232,631
(19,830,596)
(73,541)
Year ended 31 December 2023:
Loss
-
-
(267,096)
(267,096)
Other comprehensive income:
Actuarial gains on defined benefit plans
-
-
(172,000)
(172,000)
Total comprehensive income
-
-
(439,096)
(439,096)
Balance at 31 December 2023
12,524,424
7,232,631
(20,269,692)
(512,637)
JONES & SHIPMAN HARDINGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
1
Accounting policies
Company information
Jones & Shipman Hardinge Limited is a private company limited by shares incorporated in England and Wales. The registered office is 2 Merus Court, Meridian Business Park, Leicester, LE19 1RJ.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
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.
1.2
Going concern
During the year the directors decided that the Company would cease trading, being the sale of machinery and therefore do not consider the Company to be a going concern. The business will now focus on the actions required to “buyout” the Defined Benefit Pension obligations and then move to liquidate the business. The financial statements have therefore been prepared on a basis other than a going concern. No adjustments have been required to the carrying value or classification of assets and liabilities as a result of this decision.
The directors have obtained a legally binding deed confirming the continued support of the ultimate parent undertaking for the period to at least 31st March 2025, and a guarantee has been provided to the pension scheme trustees covering deficit contributions through to 2026. The Directors are therefore satisfied that the business will have sufficient cash and access to facilities to complete these actions.
1.3
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.
1.4
Financial instruments
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Debtors and creditors with no stated interest rate and receivable or payable within one year are measured at transaction price. Any losses arising from impairment are recognised in the profit and loss account.
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.
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.
JONES & SHIPMAN HARDINGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 4 -
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.
1.5
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.
1.6
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. 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.
JONES & SHIPMAN HARDINGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 5 -
1.7
Employee benefits
Defined benefit pension scheme
The company operates a defined benefit pension scheme.. For a defined benefit scheme, the amounts charged to operating profit are the current service costs, past service costs and any gains or losses on settlements and curtailments. They are included as part of the staff costs. The interest cost on scheme liabilities and the expected return on assets are included as other finance income/(costs). Actuarial gains and losses, net of deferred tax, are recognised in the statement of comprehensive income.
The defined benefit scheme is held in separate trustee administered funds, with the assets of the scheme held separately from those of the entity. Pension scheme assets are measured at fair value, and liabilities are measured on an actuarial basis using the projected unit method and discounted at a rate equivalent to the current rate of return on a high-quality corporate bond of equivalent currency and term to the scheme liabilities. Full actuarial valuations are obtained triennially and are updated at each balance sheet date. The resulting defined benefit asset or liability is presented separately on the face of the balance sheet.
Surpluses are only recognised when the conditions can be satisfied ensuring the company can benefit from the surplus. The primary condition is that the company has an enforceable right to recover the surplus either through reduced future contributions or a refund.
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.
Critical judgements
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Pension and other post-employment benefits (note 7)
The cost of the defined benefit pension plans and other post-employment medical benefits are determined using actuarial valuations. The actuarial valuation involves making assumptions about discount rates, mortality rates and future pension increases. Due to the complexity of the valuation, the underlying assumptions and the long-term nature of these plans, such estimates are subject to significant uncertainty. The key assumptions are explained further below.
In determining the appropriate discount rate, management consider the interest rates for the corporate bonds in the respective currency, with extrapolated maturities corresponding to the expected duration of the defined benefit obligation. The underlying bonds are further reviewed for quality, and those having excessive credit spreads are removed from the population of bonds on which the discount rate is based on the basis that they do not represent high quality corporate bonds.
The mortality rate is based on publicly available mortality tables for the specific country.
Future pension increases are based on expected future inflation rates for the respective country.
JONES & SHIPMAN HARDINGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 6 -
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Total
4
Directors' remuneration
During 2023, the three (2022 - two) Directors' who held roles within the company which were deemed to be inconsequential to their wider roles as Directors of other Group Companies and therefore the Company bears no costs in relation to those Directors. Such costs are borne by other group undertaking, namely L Kellenberger & Co. AG and Hardinge Inc.
5
Debtors
2023
2022
Amounts falling due within one year:
£
£
Other debtors
45,164
13,472
6
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
43
187
Amounts owed to group undertakings
494,894
257,779
Other creditors
80,802
70,080
575,739
328,046
7
Retirement benefit schemes
Defined benefit schemes
The company operates a defined benefit scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension contributions payable by the Company to the fund in the year amounted to £302,000 (2022: £445,000). Contributions totalling £29,899 (2022: £17,996) were payable to the fund at the balance sheet date and are included in other creditors.
The most recent actuarial valuations of plan assets and the present value of the defined benefit obligation were carried out at 31 December 2023 by A Mack & C Hurry, Fellows of the Institute of Actuaries, on behalf of Hymans Robertson LLP. The present value of the defined benefit obligation, the related current service cost and past service cost were measured using the projected unit credit method.
JONES & SHIPMAN HARDINGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
7
Retirement benefit schemes
(Continued)
- 7 -
Benefits ceased to accrue after 30 September 2010 and the active members at that date were treated as leavers, therefore, future salary increases have no effect on accrued benefits and no assumption is required for salary growth.
In July 2022, the company agreed a revised Pension recovery plan with future contributions totalling £1,256,000 being payable up to 31 July 2026.
The Actuarial Valuation as at 31 December 2023, for the purposes of FRS102, assessed the scheme as having a surplus of £145,000 (2022: £1,660,000). However, as the company is no longer a Going Concern (see Note 1.2) and the directors are in the process of arranging for the "buyout" of the Defined Benefit obligations the surplus has not been recognised on the balance sheet with a corresponding impact on retained earnings.
2023
2022
Key assumptions
%
%
Discount rate
4.50
4.75
Price inflation (RPI)
3.10
3.15
Pension increases (capped at 5% of retail price index)
3.00
3.00
Mortality assumptions
2023
2022
Assumed life expectations on retirement at age 65:
Years
Years
Retiring today
- Males
21.7
22.0
- Females
24.2
24.4
Retiring in 20 years
- Males
23.0
23.3
- Females
25.6
25.8
2023
2022
Amounts recognised in the profit and loss account
£
£
Net interest on net defined benefit liability/(asset)
(83,000)
(47,000)
Other costs and income
213,000
141,000
Total costs
130,000
94,000
JONES & SHIPMAN HARDINGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
7
Retirement benefit schemes
(Continued)
- 8 -
2023
2022
Amounts taken to other comprehensive income
£
£
Actual return on scheme assets
816,000
4,676,000
Less: calculated interest element
479,000
277,000
Return on scheme assets excluding interest income
1,295,000
4,953,000
Actuarial changes related to obligations
392,000
(3,805,000)
Effect of changes in the amount of surplus that is not recoverable
(1,515,000)
(797,000)
Total costs
172,000
351,000
The amounts included in the balance sheet arising from the company's obligations in respect of defined benefit plans are as follows:
2023
2022
£
£
Present value of defined benefit obligations
8,903,000
8,552,000
Fair value of plan assets
(9,048,000)
(10,212,000)
Surplus in scheme
(145,000)
(1,660,000)
Restriction on scheme assets
145,000
1,660,000
Total liability recognised
-
-
2023
Movements in the present value of defined benefit obligations
£
Liabilities at 1 January 2023
8,552,000
Past service cost
213,000
Benefits paid
(650,000)
Actuarial gains and losses
392,000
Interest cost
396,000
At 31 December 2023
8,903,000
The defined benefit obligations arise from plans which are wholly or partly funded.
JONES & SHIPMAN HARDINGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
7
Retirement benefit schemes
(Continued)
- 9 -
2023
Movements in the fair value of plan assets
£
Fair value of assets at 1 January 2023
10,212,000
Interest income
479,000
Return on plan assets (excluding amounts included in net interest)
(1,295,000)
Benefits paid
(650,000)
Contributions by the employer
302,000
At 31 December 2023
9,048,000
The actual return on plan assets was £816,000 (2022 - £4,676,000).
2023
2022
Fair value of plan assets at the reporting period end
£
£
Equity instruments
-
1,596,000
Gilts
-
4,836,000
Corporate bonds
-
3,557,000
Cash and debtors
238,000
223,000
Buy in
8,810,000
-
9,048,000
10,212,000
8
Reserves
Share premium
The share premium account £7,232,631 (2022: £7,232,631) includes the aggregate net proceeds less nominal value of shares on issue of the company's equity share capital.
Profit and loss reserves
The profit and loss account represents cumulative profit or loss net of dividends paid.
9
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:
The auditor's report was unqualified.
Senior Statutory Auditor:
Thomas Mayfield BA FCA
Statutory Auditor:
Mayfield & Co.
Date of audit report:
18 September 2024
JONES & SHIPMAN HARDINGE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
10
Events after the reporting date
After the balance sheet date, the ultimate parent company entered into the early stages of selling its assets and business operations having filed voluntary petitions for chapter 11 relief in the U.S.
11
Ultimate parent undertaking and controlling party
The immediate parent undertaking is Hardinge Kellenberger AG (Previously L Kellenberger & Co. AG),
addressed in,
Thannäckerstrasse 22, 9403 Goldach, Switzerland (Previously Heiligkreuzstrasse 28, Ch-9008 St. Gallen, Switzerland), a company incorporated in Switzerland.
Hardinge Inc.,1235 Westlakes Drive, Suite 410, Berwyn PA which is incorporated in the USA, is the parent undertaking of the smallest and largest group for which consolidated accounts are prepared.
The ultimate parent company and controlling party is Privet Fund Management LLC, 79 West Paces Ferry Road, 2nd Floor, Atlanta, GA 30305 which is also incorporated in the USA.
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