REGISTERED NUMBER: |
STEPHEN AUSTIN & SONS LIMITED |
STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 |
REGISTERED NUMBER: |
STEPHEN AUSTIN & SONS LIMITED |
STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023 |
STEPHEN AUSTIN & SONS LIMITED (REGISTERED NUMBER: 04381773) |
CONTENTS OF THE FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
Page |
Company Information | 1 |
Strategic Report | 2 |
Report of the Directors | 3 |
Report of the Independent Auditors | 5 |
Income Statement | 8 |
Other Comprehensive Income | 9 |
Balance Sheet | 10 |
Statement of Changes in Equity | 11 |
Notes to the Financial Statements | 12 |
STEPHEN AUSTIN & SONS LIMITED |
COMPANY INFORMATION |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Statutory Auditors |
Chartered Accountants |
Fryern House |
125 Winchester Road |
Chandlers Ford |
Hampshire |
SO53 2DR |
BANKERS: |
36 Fore Street |
Hertford |
Hertfordshire |
SG14 1BS |
STEPHEN AUSTIN & SONS LIMITED (REGISTERED NUMBER: 04381773) |
STRATEGIC REPORT |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
The directors present their strategic report for the year ended 31 December 2023. |
REVIEW OF BUSINESS |
The financial highlights are as follows: |
12 Month period ended December 2023 | 12 Month period ended December 2022 | 15 Month period ended December 2021 | 12 Month period ended September 2020 | 12 Month period ended September 2019 |
£k | £k | £k | £k | £k |
Turnover | 17,154 | 33,448 | 21,213 | 19,853 | 18,693 |
Gross profit margin | 35.0% | 43.8% | 51.4% | 35.3% | 41.3% |
Turnover decreased from £33,448k for the period ended 31 December 2022 to £17,154k for the period ended 31 December 2023, reflecting the anticipated correction of international examinations to pre-pandemic timetables. Gross profit margin fell from 43.8% to 35.0%, driven principally by a different mix of sales. Overall, the business remains strong and we will continue to develop our specialist offering in our core market of high-stakes printed examinations. |
DEFINED BENEFIT PENSION SCHEME |
The sponsoring employers (Stephen Austin & Sons Limited and Peter Press Limited) continue to support its defined benefit pension scheme which is closed to new members and to further accrual. At the balance sheet date, the company had net liabilities under the defined benefit pension scheme of £77k as compared to £18k as at 31 December 2022. |
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES |
The company's operations expose it to a variety of financial risks that include the effects of credit risk, liquidity risk and interest rate risk. The company has in place a risk management programme that seeks to limit the adverse effects on the financial performance of the company by monitoring levels of debt finance and the related finance costs. |
The company's principal financial instruments comprise trade debtors, trade creditors, bank balances and hire purchase agreements. The risks applicable to the financial instruments are managed by the company. |
In respect of bank balances the liquidity risk is managed by maintaining close control of cash balances, debtors and creditors. |
Trade creditors liquidity risk is managed by ensuring sufficient funds are available to meet the amounts due. |
The company's hire purchase debt is managed in the same was as trade creditors above. |
Trade debtors are managed in respect of credit and cashflow risk by policies concerning the credit offered to customers and regular monitoring of both amounts outstanding and credit limits. |
FUTURE DEVELOPMENTS |
The directors will continue to look for opportunities to develop the company's services, taking advantage of appropriate opportunities as they arise. |
ON BEHALF OF THE BOARD: |
STEPHEN AUSTIN & SONS LIMITED (REGISTERED NUMBER: 04381773) |
REPORT OF THE DIRECTORS |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
The directors present their report with the financial statements of the company for the year ended 31 December 2023. |
DIVIDENDS |
Total dividends for the period ended 31 December 2023 were £Nil (2022: £5,900K). |
In addition, a distribution was recorded of £3,335k (2022: £Nil), in relation to an intercompany debt write off. More detail can be found in note 21. |
RESEARCH AND DEVELOPMENT |
The company's research and development activities are focused on design and development of new processes. |
FUTURE DEVELOPMENTS |
A description of future developments has been included within the Strategic Report. |
EVENTS SINCE THE END OF THE YEAR |
Information relating to events since the end of the year is given in the notes to the financial statements. |
DIRECTORS |
The directors who held office during the year were as follows: |
P G Fowler |
R J Fowler |
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES |
A review of the financial risk management objectives and policies can be seen within the strategic report. |
QUALIFYING THIRD PARTY INDEMNITY PROVISIONS |
The company has put in place qualifying third party indemnity provisions for all of the directors of Stephen Austin & Sons Limited. |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Strategic Report, the Report of the Directors 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 AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
STEPHEN AUSTIN & SONS LIMITED (REGISTERED NUMBER: 04381773) |
REPORT OF THE DIRECTORS |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
AUDITORS |
Rothmans Audit LLP will be proposed for re-appointment at the forthcoming Annual General Meeting. |
ON BEHALF OF THE BOARD: |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
STEPHEN AUSTIN & SONS LIMITED |
Opinion |
We have audited the financial statements of Stephen Austin & Sons Limited (the 'company') for the year ended 31 December 2023 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
In our opinion 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 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. |
Basis for opinion |
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our 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. |
Other information |
The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether 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 the audit: |
- | the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception |
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors. |
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
- | 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 directors' remuneration specified by law are not made; or |
- | we have not received all the information and explanations we require for our audit. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
STEPHEN AUSTIN & SONS LIMITED |
Responsibilities of directors |
As explained more fully in the Statement of Directors' Responsibilities set out on page three, 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 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. |
Auditors' responsibilities for the audit of the financial statements |
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
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: |
We obtained an understanding of the legal and regulatory frameworks that the Company operates in, focusing on those laws and regulations that had a direct effect on the Financial Statements or that had a fundamental effect of the operations of the Company. The key laws and regulations we considered in this context included the UK Companies Act and Health & Safety regulations. |
Discussions were held within the engagement team regarding how and where fraud might occur in the Financial Statements and any potential indicators of fraud. As part of this discussion, we identified potential risk areas such as completeness of revenue and liabilities. Audit procedures were designed to ensure all of the risks were addressed. |
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to, enquiring of management as to actual and potential litigation and claims, and reviewing any correspondence with regulators and legal advisors. |
Our procedures to address the risk of fraud through management bias and override of controls involved journal entry testing, with a focus on journals indicating large or unusual transactions based on our understanding of the business, as well as journals made outside of normal working hours. |
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. |
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion. |
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
STEPHEN AUSTIN & SONS LIMITED |
Use of our report |
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
for and on behalf of |
Statutory Auditors |
Chartered Accountants |
Fryern House |
125 Winchester Road |
Chandlers Ford |
Hampshire |
SO53 2DR |
STEPHEN AUSTIN & SONS LIMITED (REGISTERED NUMBER: 04381773) |
INCOME STATEMENT |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
2023 | 2022 |
Notes | £'000 | £'000 | £'000 | £'000 |
TURNOVER | 3 |
Cost of sales |
GROSS PROFIT |
Administrative expenses |
(386 | ) | 3,372 |
Other operating income |
OPERATING (LOSS)/PROFIT | 6 | ( | ) |
Interest receivable and similar income |
Other finance income | 22 |
126 | 6 |
(142 | ) | 3,416 |
Interest payable and similar expenses | 7 |
(LOSS)/PROFIT BEFORE TAXATION | (349 | ) | 3,287 |
Tax on (loss)/profit | 8 | ( | ) |
(LOSS)/PROFIT FOR THE FINANCIAL YEAR | ( | ) |
STEPHEN AUSTIN & SONS LIMITED (REGISTERED NUMBER: 04381773) |
OTHER COMPREHENSIVE INCOME |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
2023 | 2022 |
Notes | £'000 | £'000 |
(LOSS)/PROFIT FOR THE YEAR | ( | ) |
OTHER COMPREHENSIVE INCOME |
Actuarial gains/(losses) | ( | ) | ( | ) |
Income tax relating to other comprehensive income |
OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX | ( | ) | ( | ) |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR | (271 | ) |
STEPHEN AUSTIN & SONS LIMITED (REGISTERED NUMBER: 04381773) |
BALANCE SHEET |
31 DECEMBER 2023 |
2023 | 2022 |
Notes | £'000 | £'000 | £'000 | £'000 |
FIXED ASSETS |
Intangible assets | 10 |
Tangible assets | 11 |
Investments | 12 |
CURRENT ASSETS |
Stocks | 13 |
Debtors | 14 |
Cash at bank and in hand |
CREDITORS |
Amounts falling due within one year | 15 |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CREDITORS |
Amounts falling due after more than one year | 16 | ( | ) | ( | ) |
PROVISIONS FOR LIABILITIES | 19 | ( | ) | ( | ) |
PENSION LIABILITY | 22 | ( | ) | ( | ) |
NET ASSETS |
CAPITAL AND RESERVES |
Called up share capital | 20 |
Retained earnings | 21 |
SHAREHOLDERS' FUNDS |
The financial statements were approved by the Board of Directors and authorised for issue on |
STEPHEN AUSTIN & SONS LIMITED (REGISTERED NUMBER: 04381773) |
STATEMENT OF CHANGES IN EQUITY |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
Called up |
share | Retained | Total |
capital | earnings | equity |
£'000 | £'000 | £'000 |
Balance at 1 January 2022 |
Changes in equity |
Dividends | - | ( | ) | ( | ) |
Total comprehensive income | - |
Balance at 31 December 2022 |
Changes in equity |
Distributions | - | (3,335 | ) | (3,335 | ) |
Total comprehensive income | - | ( | ) | ( | ) |
Balance at 31 December 2023 |
STEPHEN AUSTIN & SONS LIMITED (REGISTERED NUMBER: 04381773) |
NOTES TO THE FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
1. | COMPANY INFORMATION |
Stephen Austin & Sons Limited was incorporated on 26 February 2002 under the Companies Act 1985, as a private limited company and is registered in England and Wales. The principal activity of Stephen Austin & Sons Limited is that of secure confidential production of examination materials. The address of its registered office is Caxton Hill, Ware Road, Hertford, Hertfordshire, SG13 7LU. |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention. |
The presentation currency is £ sterling. |
Going concern |
The financial statements are prepared on a going concern basis. |
Financial Reporting Standard 102 - reduced disclosure exemptions |
The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": |
• | the requirements of Section 7 Statement of Cash Flows; |
• | the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c); |
• | the requirements of paragraphs 12.26, 12.27, 12.29(a), 12.29(b) and 12.29A; |
• | the requirements of paragraphs 26.18(b), 26.19 to 26.21 and 26.23; |
• | the requirements of paragraphs 29.28(b) and 29.29. |
Turnover |
Turnover is derived from the printing, packaging and distribution of examinations. |
Turnover represents net sales during the year (excluding Value Added Tax) adjusted for accrued and deferred income where applicable. Turnover is recognised when the significant risks and rewards of ownership of the goods has transferred to the buyer. This is usually at the point of despatch. |
The analysis of turnover and profits between classes of business and geographical markets has not been disclosed as in the opinion of the directors it would be prejudicial to the interests of the business. |
Goodwill |
Purchased goodwill is amortised through the income statement on a straight line basis at a rate sufficient to write it down over its anticipated useful life. The directors estimate this amortisation period to be 20 years. |
Intangible assets |
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
STEPHEN AUSTIN & SONS LIMITED (REGISTERED NUMBER: 04381773) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
2. | ACCOUNTING POLICIES - continued |
Tangible fixed assets |
All tangible fixed assets are initially recognised at cost and subsequently carried at cost less accumulated depreciation and accumulated impairment losses. |
The cost of fixed assets initially recognised includes its purchase price and any cost that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in a manner intended by management. |
Depreciation is provided at rates calculated to write off the costs less residual value of each asset over its expected useful life, as follows: |
Improvements to property | 10% straight line |
Plant and machinery | 6-25% straight line |
Fixtures and fittings | 20-25% straight line |
The asset's residual values and useful lives are reviewed and adjusted, if appropriate, at the end of each reporting period. The effect of any change is accounted prospectively. |
Tangible fixed assets are derecognised on disposal or when no future economic benefits are expected. On disposal, the difference between the net disposal proceeds and the carrying amount is recognised in the income statement. |
Investments in subsidiaries |
Investments in subsidiary undertakings are recognised at cost. |
Stock and work in progress |
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. Net realisable value is based on estimated selling price less additional costs to completion. |
Cost includes all direct expenditure and an appropriate proportion of fixed and variable overheads. |
Work in progress is valued on the basis of direct costs plus attributable overheads based upon normal levels of activity. Provision is made for any foreseeable losses where appropriate. No element of profit is included in the valuation of work in progress. |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date except that the recognition of deferred tax assets is limited to the extent that the company anticipates generating sufficient taxable profits in the future to fully absorb the reversal of the underlying timing differences. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
Foreign currencies |
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
Hire purchase and leasing commitments |
Assets held under hire purchase agreements are capitalised in the balance sheet and are depreciated over their estimated useful lives. The capital element of the future payments is treated as a liability and the interest is charged to the income statement on a straight line basis. |
Rentals applicable to operating leases where substantially all of the benefits and risks of ownership remain with the lessor are charged to the income statement on a straight line basis over the period of the lease. |
STEPHEN AUSTIN & SONS LIMITED (REGISTERED NUMBER: 04381773) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
2. | ACCOUNTING POLICIES - continued |
Pension costs and other post-retirement benefits |
The company accounts for its defined benefit pension scheme in accordance with FRS102. |
The pension scheme liabilities are measured using a projected units method. The pension scheme deficit/surplus is recognised in full and disclosed on the face of the balance sheet. The movement in the scheme deficit/surplus is split between operating profit and finance costs/finance income in the income statement and the statement of other comprehensive income. |
In addition, the company makes pension contributions to a defined contribution pension scheme, the assets of which are held separately from those of the company in an independently administered fund. Contributions to this scheme are charged to the income statement as they become payable. |
Financial instruments |
The company only has financial assets and liabilities of the kind that qualify as basic financial instruments. Basic financial instruments are initially recognised at transaction value and debt instruments are subsequently measured at amortised cost. |
Finance costs |
Finance costs relate to the effective interest rates on the loans and have been charged directly to the income statement. |
Significant judgements and estimates |
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date, and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. |
Management do not believe there to be any judgements which have a significant effect on amounts recognised in the financial statements. |
Other key sources of estimation uncertainty; |
Useful life of tangible fixed assets |
Tangible fixed assets are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. Residual value assessments consider issues such as market conditions, the remaining life of the asset and projected disposal values. |
Stock Provision |
A reliable estimate has been made of the provision against raw materials and work in progress. This estimate is based on the knowledge of the business and stock usage. |
Defined benefit pension plans |
The company has recognised a liability for defined benefit pension plans in the amount of £77k (2022: £18k). A number of assumptions are made in order to calculate the asset/liability, including discount rate, rate of return on plan assets, future salary and pension increases. A relatively minor change in any of these assumptions can have a significant impact on the carrying amount of the defined benefit obligation. |
Exceptional items |
Exceptional items are one off, material items outside the normal course of business which are not related to the company's trading activities. |
Dividends |
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting. |
3. | TURNOVER |
All turnover is generated from the sale of goods to customers. |
STEPHEN AUSTIN & SONS LIMITED (REGISTERED NUMBER: 04381773) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
4. | EMPLOYEES AND DIRECTORS |
2023 | 2022 |
£'000 | £'000 |
Wages and salaries |
Social security costs |
Other pension costs |
The average number of employees during the year was as follows: |
2023 | 2022 |
Management staff | 4 | 3 |
Production staff | 85 | 98 |
Administration staff | 35 | 37 |
5. | DIRECTORS' EMOLUMENTS |
Year ended 31/12/23 | Year ended 31/12/22 |
£'000 | £'000 |
Directors' remuneration | - | 32 |
Included in the amount above is £Nil (2022: £3k) payable to a money purchase pension scheme. |
The number of directors to whom retirement benefits were accruing were as follows: |
Money purchase schemes | - | 1 |
6. | OPERATING (LOSS)/PROFIT |
The operating loss (2022 - operating profit) is stated after charging/(crediting): |
2023 | 2022 |
£'000 | £'000 |
Depreciation - owned assets |
Depreciation - assets on hire purchase contracts |
Loss/(profit) on disposal of fixed assets | ( | ) |
Goodwill amortisation |
Auditors' remuneration |
Foreign exchange differences |
Operating lease costs - land and buildings |
Operating lease costs - other operating leases |
7. | INTEREST PAYABLE AND SIMILAR EXPENSES |
2023 | 2022 |
£'000 | £'000 |
Interest payable |
Hire purchase and finance |
lease charges |
STEPHEN AUSTIN & SONS LIMITED (REGISTERED NUMBER: 04381773) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
8. | TAXATION |
Analysis of the tax (credit)/charge |
The tax (credit)/charge on the loss for the year was as follows: |
2023 | 2022 |
£'000 | £'000 |
Current tax: |
UK corporation tax |
Over/under provision in prior |
year | (144 | ) | 2 |
Total current tax | ( | ) |
Deferred tax |
Tax on (loss)/profit | ( | ) |
Reconciliation of total tax (credit)/charge included in profit and loss |
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below: |
2023 | 2022 |
£'000 | £'000 |
(Loss)/profit before tax | ( | ) |
(Loss)/profit multiplied by the standard rate of corporation tax in the UK of | ( | ) |
Effects of: |
Expenses not deductible for tax purposes |
Income not taxable for tax purposes | ( | ) |
Adjustments to tax charge in respect of previous periods | ( | ) |
Super deduction | (2 | ) | (17 | ) |
Difference between pension charge and cash contributions | - | 10 |
for tax purposes |
Other timing differences | 17 | 1 |
Movement in deferred tax due to change in rate | - | 44 |
Group relief | 60 | (326 | ) |
previously unprovided |
Total tax (credit)/charge | (121 | ) | 354 |
Tax effects relating to effects of other comprehensive income |
2023 |
Gross | Tax | Net |
£'000 | £'000 | £'000 |
Actuarial gains/(losses) | ( | ) | 15 | (44 | ) |
2022 |
Gross | Tax | Net |
£'000 | £'000 | £'000 |
Actuarial gains/(losses) | ( | ) | 32 | (135 | ) |
The majority of the over/under provision in the year relates to the research and development claim. |
STEPHEN AUSTIN & SONS LIMITED (REGISTERED NUMBER: 04381773) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
9. | DIVIDENDS |
2023 | 2022 |
£'000 | £'000 |
Ordinary shares of £1 each |
Interim |
10. | INTANGIBLE FIXED ASSETS |
Goodwill |
£'000 |
COST |
At 1 January 2023 |
and 31 December 2023 |
AMORTISATION |
At 1 January 2023 |
and 31 December 2023 |
NET BOOK VALUE |
At 31 December 2023 |
At 31 December 2022 |
11. | TANGIBLE FIXED ASSETS |
Fixtures |
Improvements | Plant and | and |
to property | machinery | fittings | Totals |
£'000 | £'000 | £'000 | £'000 |
COST |
At 1 January 2023 |
Additions |
Disposals | ( | ) | ( | ) |
At 31 December 2023 |
DEPRECIATION |
At 1 January 2023 |
Charge for year |
Eliminated on disposal | ( | ) | ( | ) |
At 31 December 2023 |
NET BOOK VALUE |
At 31 December 2023 |
At 31 December 2022 |
Included within the net book value is £472k (2022: £584k) relating to assets held under hire purchase agreements. The depreciation charged to the financial statements in the year in respect of such assets amounted to £111k (2022: £112k). |
STEPHEN AUSTIN & SONS LIMITED (REGISTERED NUMBER: 04381773) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
12. | FIXED ASSET INVESTMENTS |
Shares in |
group |
undertakings |
£'000 |
COST |
At 1 January 2023 |
and 31 December 2023 |
NET BOOK VALUE |
At 31 December 2023 |
At 31 December 2022 |
The company's investments at the balance sheet date in the share capital of companies comprise the following: |
Company | Nature of Business | Class of Shares | Holding |
Eyre & Spottiswoode Limited | Laws publishing and printing | Ordinary | 100.00% |
Eyre & Spottiswoode Limited did not trade during the year. |
13. | STOCKS |
2023 | 2022 |
£'000 | £'000 |
Raw materials |
Work-in-progress |
A provision for impairment has been recognised during the year as a debit to the Income statement totalling £25k (2022: credit to the Income statement totalling £78k). |
14. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2023 | 2022 |
£'000 | £'000 |
Trade debtors |
Amounts owed by group undertakings |
Other debtors |
Corporation tax | 526 | 182 |
VAT |
Prepayments and accrued income |
15. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2023 | 2022 |
£'000 | £'000 |
Hire purchase contracts (see note 18) |
Deferred income |
Trade creditors |
Amounts owed to group undertakings |
Social security and other taxes |
Other creditors |
Accruals |
STEPHEN AUSTIN & SONS LIMITED (REGISTERED NUMBER: 04381773) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
16. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
2023 | 2022 |
£'000 | £'000 |
Other loans (see note 17) |
Hire purchase contracts (see note 18) |
17. | LOANS |
An analysis of the maturity of loans is given below: |
2023 | 2022 |
£'000 | £'000 |
Amounts falling due in more than five years: |
Repayable by instalments |
Other loans | 2,500 | 2,500 |
The other loans consist of loan notes of £2,500k which are repayable by equal instalments between 30 September 2027 and 30 September 2036. Interest is payable at 3% above the HSBC Bank Plc base rate. |
18. | LEASING AGREEMENTS |
Minimum lease payments fall due as follows: |
Hire purchase contracts |
2023 | 2022 |
£'000 | £'000 |
Net obligations repayable: |
Within one year |
Between one and five years |
The finance leases and hire purchase arrangements are secured over the assets to which they relate. |
Non-cancellable |
operating leases |
2023 | 2022 |
£'000 | £'000 |
Within one year |
Between one and five years |
19. | PROVISIONS FOR LIABILITIES |
2023 | 2022 |
£'000 | £'000 |
Deferred tax | 195 | 188 |
STEPHEN AUSTIN & SONS LIMITED (REGISTERED NUMBER: 04381773) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
19. | PROVISIONS FOR LIABILITIES - continued |
Deferred tax |
£'000 |
Balance at 1 January 2023 |
Charged to income statement | 22 |
Credit to comprehensive income | (15 | ) |
Balance at 31 December 2023 |
The deferred tax liability comprises: |
2023 | 2022 |
£'000 | £'000 |
Deferred tax liability/(asset) on pension asset/(liability) | (19 | ) | (4 | ) |
Deferred tax liability on accelerated capital allowances | 214 | 193 |
195 | 188 |
20. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2023 | 2022 |
value: | £'000 | £'000 |
Ordinary | £1 | 1 | 1 |
Preference | £1 | 3,000 | 3,000 |
3,001 | 3,001 |
Ordinary Shares |
The ordinary shares have attached to them full voting and dividend rights. On winding up, ordinary shares have a right to repayment of capital and any residue after the preference shares are repaid. Shares are not redeemable. |
Preference Shares |
The preference shares have attached to them no voting rights. They have rights to dividends, and repayment on winding up is first allocated to preference shares, up to capital paid. Shares are not redeemable. |
21. | RESERVES |
Retained |
earnings |
£'000 |
At 1 January 2023 |
Deficit for the year | ( | ) |
Other recognised gains and losses relating to the period (net) | (82 | ) |
Distribution | (3,335 | ) |
At 31 December 2023 |
Retained earnings includes all current and prior period retained profit and losses. |
Following the sale of Grademaker Limited, a £3,335k loan payable from the company to Stephen Austin & Sons Limited was waived in full on 31 March 2023, and all charges against the loan were released as a distribution. |
STEPHEN AUSTIN & SONS LIMITED (REGISTERED NUMBER: 04381773) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
22. | EMPLOYEE BENEFIT OBLIGATIONS |
This is a funded defined benefit scheme providing benefits to the members based on final pensionable pay. The scheme was closed to new members and further accrual in May 2011. |
Contributions to the scheme are charged to the income statement so as to spread the cost of pensions evenly over employees' working lives with the Company. |
The assets of the scheme are held separately from those of the company, being invested in managed funds. |
Deficit funding contributions amounting to £38k (2022: £nil) were paid during the year. |
The last full actuarial valuation was carried out at 6 April 2022 and updated to 31 December 2023 by a qualified independent actuary on a FRS 102 basis. |
The amounts recognised in the balance sheet are as follows: |
Defined benefit |
pension plans |
2023 | 2022 |
£'000 | £'000 |
Present value of funded obligations | ( | ) | ( | ) |
Fair value of plan assets |
(77 | ) | (18 | ) |
Present value of unfunded obligations |
Deficit | ( | ) | ( | ) |
Net liability | ( | ) | ( | ) |
The amounts recognised in profit or loss are as follows: |
Defined benefit |
pension plans |
2023 | 2022 |
£'000 | £'000 |
Current service cost |
Net interest from net defined benefit asset/liability | - | (3 | ) |
Past service cost |
- | (3 | ) |
Actual return on plan assets | ( | ) |
Changes in the present value of the defined benefit obligation are as follows: |
Defined benefit |
pension plans |
2023 | 2022 |
£'000 | £'000 |
Opening defined benefit obligation |
Interest cost |
Actuarial losses/(gains) | ( | ) |
Benefits paid | ( | ) | ( | ) |
STEPHEN AUSTIN & SONS LIMITED (REGISTERED NUMBER: 04381773) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
22. | EMPLOYEE BENEFIT OBLIGATIONS - continued |
Changes in the fair value of scheme assets are as follows: |
Defined benefit |
pension plans |
2023 | 2022 |
£'000 | £'000 |
Opening fair value of scheme assets |
Contributions by employer |
Interest income | 159 | 88 |
Return on scheme assets less interest income | ( | ) |
Benefits paid | (328 | ) | (246 | ) |
The amounts recognised in other comprehensive income are as follows: |
Defined benefit |
pension plans |
2023 | 2022 |
£'000 | £'000 |
Actuarial (gains)/losses |
98 | 167 |
The major categories of scheme assets as amounts of total scheme assets are as follows: |
Defined benefit |
pension plans |
2023 | 2022 |
£'000 | £'000 |
Corporate bond funds | 1,410 | - |
Liability driven investment | 506 | - |
Fixed Interest |
Self-sufficiency credit | 525 | - |
Multi asset return | 912 | - |
Absolute Return |
Cash | 16 | 42 |
3,369 | 3,452 |
No amounts are invested within the issued share capital of the sponsoring company and no assets are used/occupied by the sponsoring company. |
Principal actuarial assumptions at the balance sheet date (expressed as weighted averages): |
2023 | 2022 |
Discount rate |
Inflation (revaluation in deferment) |
Inflation (increases in payment) |
Rate of increase in deferred pensions |
Assumed cash withdrawal on retirement |
STEPHEN AUSTIN & SONS LIMITED (REGISTERED NUMBER: 04381773) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
22. | EMPLOYEE BENEFIT OBLIGATIONS - continued |
The expected return on assets is determined by considering the forecasted future returns on assets held at the valuation date. |
The mortality assumptions used in the valuation of the scheme are summarised in the table below. These have been based on the mortality tables known as "S3PA tables, CMI 2022, with a 1% per annum long term rate of improvement". |
2023 | 2022 |
Years | Years |
Expected future lifetime for a member retiring at 65 |
Male | 21.4 | 21.8 |
Female | 23.8 | 24.2 |
Expected post-retirement lifetime for a member currently 45 retiring at 65 |
Male | 22.3 | 22.8 |
Female | 24.9 | 25.4 |
23. | ULTIMATE PARENT COMPANY AND ULTIMATE CONTROLLING PARTY |
The company's immediate parent undertaking is Stephen Austin (Holdings) Limited and its ultimate parent undertaking is S A Printing Group Limited, a company incorporated in England and Wales. The ultimate control of that company is exercised by P G Fowler. |
The smallest group in which the results of the company are consolidated is that headed up by Stephen Austin (Holdings) Limited. The largest group in which the results of the company are consolidated is that headed by S A Printing Group Limited. Both of these group accounts are available to the public and may be obtained from the Registrar of Companies. |
24. | CONTINGENT LIABILITIES |
The company has provided a cross-guarantee to HSBC Bank Plc in respect of bank borrowings by Stephen Austin (Holdings) Limited. The total guarantee amounted to £1,851k (2022: £2,192k). |
There were no other material contingent liabilities at the period end (2022: £Nil). |
25. | RELATED PARTY DISCLOSURES |
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
P G Fowler is a director and shareholder, and R J Fowler a director, of Peter Press Limited. At the year end £2,500k (2022: £2,500k) was due in respect of loan notes due to Peter Press Limited. These are repayable in equal instalments between 30 September 2027 and 30 September 2036. Interest of £192k (2022: £111k) was paid to Peter Press Limited during the year in respect of these loan notes. |
S A Printing Group Limited is the parent company of Stephen Austin (Holdings) Limited. During the year £300k (2022: £5,396k) was charged by S A Printing Group Limited in respect of management charges. At the year end £2,256k was due to Stephen Austin & Sons Limited (2022: £1,503k). |
26. | POST BALANCE SHEET EVENTS |
Subsequent to the year end but prior to the signing of these accounts, the Company entered into a hire purchase agreement for a machine capitalised during the current year, for £1,386k. |