The directors present the strategic report for the year ended 31 December 2023.
The sales for 2023 are £9,666,905 (2022 - £10,875,124) with an associated gross profit of £2,794,718 (2022 - £1,975,718) or 29% margin (2022 – 18%). The increase in gross profit % in 2023 compared to 2022 is due to a new pricing structure that was introduced during 2023. Loss before taxation in 2023 was £1,174,454 compared to a loss before taxation of £1,097,473 in 2022. The higher loss in 2023 was due to restructuring costs as a result of the merger with First Brands Group LLC. The operating loss was £1,214,824 (2022: £2,813,798).
Cash collection remained key with trade debt over 30 days as at 31st December 2023 increasing slightly to 20% (16% - 2022).
The directors have taken steps to ensure that the day-to-day risks which face the company in terms of, for example, health and safety and commercial risks are managed comprehensively by the company, by insurance cover which should mitigate the impact of risks turning into reality. The business takes Environmental issues very seriously and the group has achieved ISO14001. The business also prepares and reviews comprehensive monthly management financial reporting packages which can alert the board where appropriate to developments in trading performance and cash management. Any business operates against a background of risks and uncertainties. The directors believe that the principal risks facing the group are:
Competition
The group mitigates the risk of competition by supplying a variety of products across a number of different markets, product development of core products is done internally to allow for a minimal time to market for new products.
Health and Safety risk
The group works hard to comply with the standards imposed by the Health and Safety authorities through strong internal controls and effective staff training conducted both internally and externally where appropriate.
Volatility of exchange rates
The group does not actively use financial instruments as part of its exchange rate risk management. The risk is managed by holding both a Euro and US Dollar bank account and anticipating foreign exchange needs.
Uncertainty of the automotive market
The group has market uncertainty as the towbar and accessories market is influenced by the number of new car registrations and new vehicle availability. The company monitors market data to anticipate any changes in demand so that the supply chain can be adjusted accordingly.
The management team review all salient Key Performance Indicators for the company every month e.g. sales and margin by revenue stream, cash collection.
Sales for 2023 are £9,666,905 compared to £10,875,124 in 2022. Gross profit in 2023 was £2,794,718 compared to £1,975,718 which is a 41% increase. Gross profit increased despite the decrease in turnover in 2023 compared to 2022 due to a new pricing structure that was introduced during 2023.
Management do not utilise and have therefore not identified any significant non-financial KPI’s which warrant disclosure. The focus is constantly on overall performance improvements and the assurance that all regulatory compliance issues are maintained.
Future developments
The parent and group continues the process of modernisation of its manufacturing processes and product lines to maintain its UK market leader position and reputation for quality.
The towbar and accessories market is influenced by the number of new car registrations which increased during 2023 by 17.9% YOY. The demand for AFV (alternative fuel vehicles) again continued to increase year-over-year in 2023 and this trend is expected to continue which may have an impact on sales as these type of vehicles are not generally designed for towing, however there is now an increasing number of mild hybrid vehicles entering the market that do have towing capability and 2023 saw an increase in the MHEV petrol vehicle registrations of 24%.
For 2024 the UK is forecasting an increase in turnover compared to prior year. Although the automotive industry is experiencing challenges due to component supply issues, UK sales forecast for 2024 is predominantly based on sales to the aftermarket.
The UK economy continues to be impacted by the ‘cost of living crisis’ that is being caused by a number of global factors. In addition to this there are unique factors impacting the UK including labour shortages caused by Brexit, increased energy prices, rises in taxes and uncertainty due to the change in government. Management is monitoring the situation to assess the impact if any on the company. The UK economy continues to be impacted by increases in inflation, however the group is currently successfully managing these increases by passing them on to customers through higher prices. Therefore the group is not expecting any material indirect impact on its operations or performance as a result of the conflict, but is monitoring this closely.
Events after the balance sheet date
There have been no significant events which have occurred after the balance sheet date.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 December 2023.
The results for the year are set out on page 9.
No ordinary dividends were paid. The directors do not recommend payment of a further dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
During 2023 the group gained approval for 22 new products; 14 towbars and 8 electrical kits. In addition to this new product development a number of current products were revised to ensure compliance with face lifted existing models. The reduction of new product developments compared to previous year was due to the group decision to consolidate the Engineering R&D, testing and jig departments into the larger European facilities based in Germany and Romania. The closure of the UK Engineering facility was announced in May 2023 and a cease of development occurred in June 2023.
Details of future developments can be found in the Strategic Report and form part of this report by cross-reference.
In accordance with s414(C) (11) of the Companies Act, included in the Strategic Report is a review of the development and performance of the business during the year, including key financial performance indicators, information relating to principle risks and uncertainties, future developments and events since the balance sheet date which would otherwise be required by Schedule 7 of the ‘large and medium sized companies and groups (financial statements and reports) regulation 2008’ to be contained in a Directors’ Report.
The group’s principal financial assets are bank balances and trade receivables. The group’s activities expose it to a number of financial risks including cash flow risk, credit risk and liquidity risk.
Cash flow risk
The group’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest rates. Interest bearing assets and liabilities are held at fixed rate to ensure certainty of cash flows.
Credit risk
The group’s principal financial assets are bank balances and cash, trade and other receivables, and investments.
The group’s credit risk is primarily attributable to its trade receivables. The amounts presented in the balance sheet are net of allowances for doubtful receivables. An allowance for impairment is made where there is an identified loss event which, based on previous experience, is evidence of a reduction in the recoverability of the cash flows.
The group has no significant concentration of credit risk, with exposure spread over a large number of counterparties and customers.
Liquidity risk
The amounts owed to group will not be demanded by group undertakings if to do so would jeopardise the ability of the entity to continue as a going concern. As a consequence, the directors believe that the group is well placed to manage its business risks successfully.
Going concern
The directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. In assessing the appropriateness of this, the directors have prepared detailed cashflow forecasts for the group covering a period in excess of twelve months from the date of signing of these financial statements, and further have run a number of sensitivities such as variation in sales and cost of sales. These forecasts and sensitivities indicate that the group has adequate resources to support its operations. Thus, they continue to adopt the going concern basis in preparing the annual financial statements. The directors are in receipt of a letter of support from First Brands Group LLC. The letter of support states that the parent will continue to provide the necessary funding to allow the group to meet their liabilities as they fall due over the 12-month period from the date of approval of the financial statements.
The business continues to maintain its leading market position. The budget for the next twelve months shows that the business will make small losses but in the long term the budgets show that the business will be profit making. The business performance against budget is reviewed monthly by the group and a comprehensive report is produced to review the business and revised forecasts are submitted if required.
Further details regarding the adoption of the going concern basis can be found in the accounting policies in note 1 of the financial statements.
This report has been prepared in accordance with the provisions applicable to groups entitled to the medium-sized companies exemption.
We have audited the financial statements of Horizon Global European Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company statement of cash flows 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).
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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent 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 group's and parent 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 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.
In the light of the knowledge and understanding of the group and the parent company and their 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent company 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.
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 parent 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 parent company or to cease operations, or have no realistic alternative but to do so.
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, and instances of non-compliance with laws and regulations
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 designed audit procedures to respond to the risk, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. We considered the nature of the group's industry and its control environment, and reviewed the group's policies and procedures relating to fraud and compliance with laws and regulations.
We focussed on laws and regulations which could give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and UK tax legislation. Our tests included agreeing the financial statement disclosures to underlying supporting documentation and enquiries with management.
The audit team obtained an understanding of the legal and regulatory frameworks that are applicable to the group and determined that the most significant are those that relate to the reporting frame work (FRS102 and Companies Act 2006), the relevant tax compliance regulations, Employment Law, Health & Safety Regulations, and Environmental Legislation (ISO9001).
We understood how the group is complying with these frameworks by making enquiries of management and those responsible for legal and compliance procedures. Where relevant we have reviewed direct correspondence with regulatory bodies to confirm compliance.
We assessed the susceptibility of the group’s financial statements to material misstatement, including how fraud might occur by meeting with key management to understand where they considered there was susceptibility to fraud. Based on our understanding our procedures involved enquires of management, review of the systems in place, manual journal entry testing, cashbook reviews for large and unusual items and the challenge of significant accounting estimates used in preparing the financial statements.
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.
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 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.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £874,498 (2022 - £545,841 loss).
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
Horizon Global European Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Sixth Avenue, Deeside Industrial Park, Deeside, CH5 2LB.
The group consists of Horizon Global European Holdings Limited and all of its subsidiaries.
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.
The consolidated group financial statements consist of the financial statements of the parent company Horizon Global European Holdings Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements are made up to 31 December 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Given the net liabilities position of the group, the directors are in receipt of a letter of support from the ultimate parent, First Brands Group LLC. The letter of support states that the parent will continue to provide the necessary funding to allow the group to meet their liabilities as they fall due over the 12 month period from the date of approval of the financial statements. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
The Intercompany recharge income arises from the recharge of employee salary costs, engineering and development costs. Recharge income is recognised on an accrual basis in accordance with the arrangement between the associated group undertaking.
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 recognised in the profit and loss account.
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
At each reporting period end date, the group reviews the carrying amounts of its tangible 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.
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.
The group 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 group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets, 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, 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.
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.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group 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.
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.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group 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 group.
The tax expense represents the sum of the tax currently payable and deferred 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 group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
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 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.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
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 leased asset are consumed.
In the application of the group’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.
The directors consider there are no critical judgements that they made have made in the process of applying the company's acccounting policies and that have the most significant effect on the amounts recognised in the financial statements.
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.
The slow moving and obsolete stock provision is based upon time taken for stock to be sold. Calculations of the provision requires judgement to be made as to whether the company expect to record further sales of specific stock lines and what value should be provided for on this expectation.
The audit fees include the audit fee for the company.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
The tax adjustment in respect of prior years relates to the deferred tax asset previously recognised being released in relation to tax losses incurred. Tax losses shall be recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or future taxable profits. Management have concluded that there is uncertainty over the level of future taxable profits against which the losses will be relieved. On this basis, management have decided not to recognise a deferred tax asset.
Details of the company's subsidiaries at 31 December 2023 are as follows:
Registered office addresses (all UK unless otherwise indicated):
Concentrations of credit risk with respect to trade debtors are limited due to the group’s customer base being large and unrelated. Due to this, the directors believe there is no further credit risk provision required in excess of normal doubtful debtors.
Amounts owed by associated group undertakings are unsecured and are repayable on demand. Interest is charged at 5.25%. The transactions arise from the recharge of engineering development costs and the sale of finished goods.
Amounts owed to associated group undertakings totaling £4,868,916 (2022 - £3,368,307) are unsecured and are repayable on demand. The transactions arise from the purchase of goods and the recharge of intercompany management fees.
The balance of the loans with Horizon International Holdings have a term of 3 years with interest rate 5% and are due within 1 year. Balance of loans with Horizon Global Hong Kong Holdings Limited have a term of 8 years with interest rate 3% and are due to be repaid within 12 months. The balance of loans with Horizon Euro Finance LLC have terms of 10 years, which reach maturity by June 2025, with an interest rate 5.25%. Amounts owed to associated group undertakings are all unsecured.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
The deferred tax asset set out above is expected to reverse within more than 12 months.
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows: