REGISTERED NUMBER: 03571101 (England and Wales) |
GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
AUDITED CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE PERIOD 2 JANUARY 2023 TO 31 DECEMBER 2023 |
FOR |
CAMERONS BREWERY LIMITED |
REGISTERED NUMBER: 03571101 (England and Wales) |
GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
AUDITED CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE PERIOD 2 JANUARY 2023 TO 31 DECEMBER 2023 |
FOR |
CAMERONS BREWERY LIMITED |
CAMERONS BREWERY LIMITED (REGISTERED NUMBER: 03571101) |
CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE PERIOD 2 JANUARY 2023 TO 31 DECEMBER 2023 |
Page |
Company Information | 1 |
Group Strategic Report | 2 | to | 4 |
Report of the Directors | 5 | to | 8 |
Report of the Independent Auditors | 9 | to | 12 |
Consolidated Statement of Comprehensive Income | 13 |
Consolidated Statement of Financial Position | 14 |
Company Statement of Financial Position | 15 | to | 16 |
Consolidated Statement of Changes in Equity | 17 |
Company Statement of Changes in Equity | 18 |
Consolidated Statement of Cash Flows | 19 |
Notes to the Consolidated Statement of Cash Flows | 20 | to | 21 |
Notes to the Consolidated Financial Statements | 22 | to | 46 |
CAMERONS BREWERY LIMITED |
COMPANY INFORMATION |
FOR THE PERIOD 2 JANUARY 2023 TO 31 DECEMBER 2023 |
DIRECTORS: |
SECRETARY: |
REGISTERED OFFICE: |
BUSINESS ADDRESS: |
REGISTERED NUMBER: |
AUDITORS: |
Chartered Accountants & Statutory Auditors |
Stone House |
Stone Road Business Park |
Stoke-on-Trent |
ST4 6SR |
BANKERS: | HSBC Bank PLC |
8 Canada Square |
London |
E14 5HQ |
CAMERONS BREWERY LIMITED (REGISTERED NUMBER: 03571101) |
GROUP STRATEGIC REPORT |
FOR THE PERIOD 2 JANUARY 2023 TO 31 DECEMBER 2023 |
The directors present their strategic report of the company and the group for the period 2 January 2023 to 31 December 2023. |
The principal activities of the group are those of brewing and selling beer and related products together with the ownership of Public Houses. |
REVIEW OF BUSINESS |
The group has performed very well in the year with a significant improvement in EBITDA from £2.8m in the prior year to £4.3m. This was even more impressive given that the current year only included 6 months trading of the 26 freehold tenanted pub estate (Project Lion) that was sold on 30 June 2023. |
Brewing volumes have continued to increase, as has margin, due not only to the uplift in volumes, but also because of the group being able to fully pass on cost increases it experienced in the latter part of the prior year. |
Pubs have performed well against a difficult economic back drop; our now largely managed estate has traded robustly, and it is pleasing to see our bigger city centre venues enjoying the extra footfall arising from more employees returning to their respective offices to work rather than from home. |
Total number of pubs at the year end stood at 47 this compared with 75 at the end of the previous year. The reduction due to the Project Lion sale and exit of two Bar Soba leases. One freehold pub has been sold since the year end and two more units are expected to be sold before Dec 24. |
The director's main objective continues to be reducing high gearing levels and is very pleased that at the year-end gross borrowings (including hire purchase) had reduced by £7.4m from £33.7m to £26.3m on an improving EBITDA base. |
The directors are furthermore delighted to have completed a debt refinancing with new funder Sandton Investments X (Luxembourg) on 23 October 2024. This is a transformational transaction for the business and has resulted in £11m of debt reduction, and as a result, net debt to EBITDA has materially reduced from 5.9 times to a projected 2.7 times by Dec 24. |
This significant reduction of write down of our debt, which results in much lower debt service costs, means the group is excitedly looking forward to returning to growing both its brewery and pub operations |
We are now able to reestablish the strategic expansion of our national flagship Head of Steam pub brand alongside our Urban Country Pubs estate which was bourn out of the acquisition of the Leeds Brewery pubs. |
We continue to invest in the development of the brewery including increasing our small pack capabilities and have a number of energy projects in process to support our route to Net Zero including the construction of a substantial Solar Panel array on our warehouse roof. |
PRINCIPAL RISKS AND UNCERTAINTIES |
The group operates and monitors any key principal risks that could be considered material to have an adverse effect on its activities. The Board and Senior Management team can do this by reviewing operational and financial performance to identifying any such risks. This is a key point of discussion in Management meetings throughout the year, particularly so this year, and is always one the main areas for consideration. As well as recognising any new challenges, the group also makes sure it keeps ahead of current best practice within its market sector. |
Credit risk is addressed by carrying out regular checks of our customers with a reputable credit risk agency and holding a provision for doubtful debts on the balance sheet if required. |
The group at all times ensures the business adheres to external rules and internal controls. This minimises environmental, health and safety, quality, social and process risks within the business. |
CAMERONS BREWERY LIMITED (REGISTERED NUMBER: 03571101) |
GROUP STRATEGIC REPORT |
FOR THE PERIOD 2 JANUARY 2023 TO 31 DECEMBER 2023 |
SECTION 172(1) STATEMENT |
The directors of the group must act collectively and individually with a set of general duties |
These duties are detailed in section 172 of the UK Companies Act 2006. The directors and the group are committed to ensuring that in all business dealings they have regards to: |
- The likely consequences of any decisions in the long term. |
- The interests of the group's employees. |
- Fostering good business relationships with customers and suppliers. |
- The impact of the group in the communities and the environment in which it operates. |
- Maintaining a good reputation for high standards of business conduct; and |
- The need to act fairly and in the interests of the company and its shareholders |
The group actively supports its directors to fulfil their duties under section 172 and the Strategic Report gives clear examples of how the Company and the directors have acted in accordance with section 172. |
Stakeholders |
The directors believe it is important to work together with its stakeholders, building positive long-standing relations to deliver long term company success, the stakeholders include: |
Shareholders |
The group is privately owned and the majority shareholder plays an active role in the business, the other minority shareholder is kept up to date through regular dialogue and meetings. |
Employees |
The group has strong two-way communication in place and all levels, and the senior team regularly deliver business briefs to the employees. |
Debt Holders |
The group is mainly financed through a secured loan and revolving credit facility with one funder. The debt provider receives regular financial reporting including the latest performance and forecasts. |
Publicans |
The group operates with three main operating models across a broad spectrum of tied lease:, free of tie leases, franchises and fully managed outlets and looks to enhance the experience of its publicans through regular dialogue, advice, and joint development. |
Suppliers |
The group seeks to maintain strong, long term, relationships with key suppliers to ensure high quality service levels are maintained. Senior members of the team regularly meet with key suppliers to ensure relationships are upheld and enhanced. It is the company's policy that payments to suppliers are made in accordance with those terms and conditions between the company and supplier. |
Equality & Diversity |
The group is committed to promoting diversity across the group. It provides equal opportunities in recruitment, promotion, career development, training and reward to all employees without discrimination. |
CAMERONS BREWERY LIMITED (REGISTERED NUMBER: 03571101) |
GROUP STRATEGIC REPORT |
FOR THE PERIOD 2 JANUARY 2023 TO 31 DECEMBER 2023 |
WORKING CAPITAL |
The group meets its day to day working capital requirements through cash receipts from customers. These are closely monitored to ensure adherence to agreed credit terms. Stock is regularly reviewed to ensure that the valuations is in line with UK accounting standards and is deemed fully recoverable. Any obsolete stock that is identified is fully provided for within these financial statements. |
GOING CONCERN |
The group has performed strongly and continues to increase its EBITDA to pre pandemic levels even with a reduced asset base. |
The sale of the 26 freehold tenanted pubs in June 2023 enabled the group to significantly reduce its borrowings and interest burden and gearing consequently has been materially reduced. |
Gearing has been further materially lowered because of the completion of our refinance bringing a new debt funder, Sandton, into the business. |
The actions we have taken have ensured we have always had sufficient liquidity in the system. |
The directors are confident that the measures taken are sufficient for the group to continue to trade for the foreseeable future. |
The group has the full support of its new debt funders and wider creditor base, this has been the case since the beginning of the pandemic and bank facilities are in place until 31 Dec 2026. |
Accordingly, the accounts have been prepared on a going concern basis. |
FINANCIAL SUMMARY |
In the 12 months to Dec 2023, turnover of £61.5m, which compared with £62.0m for the 12 months to 2 Jan 2022, slightly reduced because of the sale of the Project Lion estate. |
EBITDA of c£4.3m is an increase of £1.5m from the prior year period. |
CORPORATE SOCIAL RESPONSIBILITY |
The group recognises its responsibilities in terms of equality and human rights towards its employees and individuals involved with the company. To these ends a high priority is given to ethical considerations in supplier and employee selection and partnership. The company has well established codes in respect of employee welfare and respect for the community and the Company operates these. |
POST BALANCE SHEET EVENTS |
The group is very pleased to confirm that a successful refinancing of its debts was completed on 23 October 2024. As a consequence, some £11.2m of debt has been written off and facilities of £15.0m have been extended to Dec 2026, this forms a secure firm and certain platform, and growth can now therefore be accelerated. |
ON BEHALF OF THE BOARD: |
CAMERONS BREWERY LIMITED (REGISTERED NUMBER: 03571101) |
REPORT OF THE DIRECTORS |
FOR THE PERIOD 2 JANUARY 2023 TO 31 DECEMBER 2023 |
The directors present their report with the financial statements of the company and the group for the period 2 January 2023 to 31 December 2023. |
DIVIDENDS |
Particulars of recommended dividends are detailed in the notes to the financial statements. |
EVENTS SINCE THE END OF THE PERIOD |
Information relating to events since the end of the period is given in the notes to the financial statements. |
DIRECTORS |
The directors shown below have held office during the whole of the period from 2 January 2023 to the date of this report. |
EMPLOYMENT OF DISABLED PERSONS |
The group gives full consideration to applications for employment from disabled persons where the requirements of the job can be adequately fulfilled by a handicapped or disabled person. Where existing employees become disabled, it is the group's policy wherever practicable to provide continuing employment under normal terms and conditions and to provide training and career development and promotion to disabled employees wherever appropriate. |
EMPLOYEE INVOLVEMENT |
During the year, the policy of providing employees with information about the group has been continued through internal media methods in which employees have also been encouraged to present their suggestions and views on the group's performance. Regular meetings are held between local management and employees to allow a free flow of information and ideas. |
STREAMLINED ENERGY AND CARBON REPORTING |
Under the Companies (Directors' Report) and Limited Liability Partnerships (Energy and Carbon) Regulations 2018, we are mandated to disclose our UK energy use and associated greenhouse gas (GHG) emissions. As a minimum, we are required to report the GHG emissions from fuel combustion, purchased energy and transport vehicles, under Streamlined Energy and Carbon Reporting (SECR). Additionally, the use of an intensity ratio and an outline of implemented efficiency measures are required under the Streamlined Energy and Carbon Reporting (SECR) regulations. |
To ensure a high level of transparency is achieved, robust and recognised reporting methods are implemented. The reporting methodology involves usage of the 2023 DEFRA (Department for Environment, Food and Rural Affairs) emissions factors to calculate and assess our UK operational emissions. |
The SECR reporting period covers Camerons Brewery Limited's operations from the 2nd January 2023 to the 31st December 2023 and our calculations are for the following scopes: |
Building-related energy - Onsite fuel combustion (Scope 1), gas consumption (Scope 1), and purchased electricity consumption (Scope 2). |
Transportation - Combustion of fuel in company owned or operated vehicles (Scope 1), usage of company Electric Vehicles (EVs) (Scope 2) and business travel in expensed employee and hire vehicles (Scope 3). |
CAMERONS BREWERY LIMITED (REGISTERED NUMBER: 03571101) |
REPORT OF THE DIRECTORS |
FOR THE PERIOD 2 JANUARY 2023 TO 31 DECEMBER 2023 |
Calculation Methodology |
Camerons Brewery Limited's emissions have been assessed in accordance with the 'GHG Protocol Corporate Accounting and Reporting Standard' and in line with DEFRA's 'Environmental reporting guidelines: including Streamlined Energy and Carbon Reporting Requirements'. The DEFRA 2023 emissions conversion factors were used to quantify the emissions associated with Camerons Brewery Limited's UK operations for the specified reporting period. Where first hand energy consumption data was unavailable, pro-rata extrapolation, data benchmarking, and direct comparison estimation methodologies has been used. |
Organisational Boundary |
We have used the operational control approach. |
Results |
02/01/2023 - 31/12/2023 |
03/01/2022 - 01/01/2023 |
Area / Metric | UK & Offshore | UK & Offshore |
Emissions from combustion of fuel in company owned or operated vehicles (Scope 1) - Energy (kWh) |
692,356 |
487,928 |
Emissions from combustion of fuel in company owned or operated vehicles (Scope 1) - Emissions (tCO2e) |
161.3 |
117.5 |
Emissions from combustion of natural gas at site (Scope 1) - Energy (kWh) |
18,128,361 |
15,890,493 |
Emissions from combustion of natural gas at site (Scope 1) - Emissions (tCO2e) |
3,316.2 |
2,900.7 |
Emissions from combustion of fuel at site (Scope 1) - Energy (kWh) |
61,188 |
76,962 |
Emissions from combustion of fuel at site (Scope 1) - Emissions (tCO2e) |
13.1 |
16.5 |
Emissions from purchased electricity (Scope 2) - Energy (kWh) | 9,325,485 | 9,987,537 |
Emissions from purchased electricity (Scope 2) - Emissions (tCO2e) |
1,931.1 |
1,931.4 |
Emissions from Electric Vehicles (EVs) (Scope 2) - Energy (kWh) |
49,661 |
57,911 |
Emissions from Electric Vehicles (EVs) (Scope 2) - Emissions (tCO2e) |
10.3 |
11.2 |
Emissions from expensed business travel in employee and hire vehicles (Scope 3) - Energy (kWh) |
174,143 |
13,086 |
Emissions from expensed business travel in employee and hire vehicles (Scope 3) - Emissions (tCO2e) |
41.0 |
3.3 |
Intensity Ratio - (tCO2e / £m Turnover) | 88.1 | 80.3 |
Intensity Ratio - (tCO2e/HI Brewery Throughput) | 0.01 | 0.01 |
Total Energy Consumption - Used for Emissions Calculation (kWh) |
28,431,193 |
26,513,916 |
Total Emissions | 5,473.0 | 4,980.5 |
Intensity Metrics |
We have chosen two intensity metrics, which both facilitate comparisons with previous reporting periods. These are: |
- tCO2e per £M turnover, |
- tCO2e per Hl Brewery Throughput. |
We have included £M turnover as a standard reporting metric, and Hl Brewery Throughput as it is relevant for our industry sector. |
CAMERONS BREWERY LIMITED (REGISTERED NUMBER: 03571101) |
REPORT OF THE DIRECTORS |
FOR THE PERIOD 2 JANUARY 2023 TO 31 DECEMBER 2023 |
Energy Efficiency Measures |
We have continued to replace fluorescent strip lights in the general brewery with LED equivalents. During the reporting period, we implemented LED lighting in the main brewhouse and sugar storage area, and panel lights in the offices. |
We have also purchased inverters to control the speed of our pumps/fans, in order to reduce our energy consumption. |
As well as this, we recycle cardboard, plastic, glass bottles and cans. We are also in the process of planning a solar panels project. |
DISCLOSURE IN THE STRATEGIC REPORT |
The group has chosen in accordance with section 414C(11) of the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 to set out in the group's strategic report information required by schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, including the future developments of the company. |
The strategic report can be found on pages 2 of these financial statements. |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Group 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 the group and of the profit or loss of the group 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; |
- | state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; |
- | 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group 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 group'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 group's auditors are aware of that information. |
CAMERONS BREWERY LIMITED (REGISTERED NUMBER: 03571101) |
REPORT OF THE DIRECTORS |
FOR THE PERIOD 2 JANUARY 2023 TO 31 DECEMBER 2023 |
AUDITORS |
The auditors are deemed to have been re-appointed in accordance with section 487 of the Companies Act 2006. |
ON BEHALF OF THE BOARD: |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
CAMERONS BREWERY LIMITED |
Opinion |
We have audited the financial statements of Camerons Brewery Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 December 2023 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Statement of Financial Position, Company Statement of Financial Position, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of Cash Flows and Notes to the Consolidated Statement of Cash Flows, 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 group's and of the parent company affairs as at 31 December 2023 and of the group's loss for the period 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 group 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 the 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. |
Emphasis of matter |
In forming our opinion, we have considered the adequacy of the disclosures concerning the group's ability to continue as a going concern in the strategic report and note 3 of these financial statements. The group's loan facilities were due to expire in December 2024, which has resulted in the debt being shown as falling due within one year and the group showing a high level of net current liabilities. Following the year-end the group has agreed a long-term deal to extend the loan facilities to December 2026. The strategic report and note 3 of the financial statements outlines the directors' expectations for the rest of 2024 and beyond, which indicate that the group will continue to trade for the foreseeable future in line with the director's forecasts and projections and expected continued support of the group's lenders. Our opinion is not modified in this respect. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
CAMERONS BREWERY LIMITED |
Other information |
The directors are responsible for the other information. The other information comprises the information in the Group 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 Group 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 Group 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 group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 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. |
Responsibilities of directors |
As explained more fully in the Statement of Directors' Responsibilities set out on page seven, 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 group's and 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 group or the parent company or to cease operations, or have no realistic alternative but to do so. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
CAMERONS BREWERY LIMITED |
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. |
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion. |
Identifying and assessing potential risks related to irregularities |
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following: |
o | the nature of the industry and sector, control environment and business performance including the design of the group remuneration policies, key drivers for directors' remuneration, bonus levels and performance targets; |
o | results of our enquiries of management about their own identification and assessment of the risks of irregularities; |
o | any matters we identified having obtained and reviewed the group's documentation of their policies and procedures relating to: |
- |
Identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of noncompliance; |
- |
detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud; |
- |
the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations; |
o | the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud. |
Based on this approach, we were able to assess the company risks and ensure the risks were considered throughout all areas of audit testing across all group companies. The audit team was professionally sceptical throughout the audit and remained alert for inaccurate or misleading information. |
Audit response to risks identified |
As a result of performing the above, we identified Food Safety and Health and Safety compliance risk as key audit matters related to the potential risk of fraud or irregularities. Our procedures to respond to risks identified included the following: |
o | reviewing any audits completed by regulatory bodies in the year and the outcomes of these to ensureno breach of laws and regulations; |
o | reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements; |
o | enquiring of management concerning actual and potential litigation and claims; |
o | performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; |
o | obtaining an understanding of provisions and held discussions with management to understand the basis of recognition or non-recognition of tax provisions; and |
o | in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
CAMERONS BREWERY LIMITED |
Audit testing was completed on a targeted sample basis based on our assessment of risk and materiality. Due to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing fraud or non-compliance with laws and regulations and cannot be expected to detect all fraud and non-compliance with laws and regulations. |
As part of an audit in accordance with ISAs (UK), we exercise professional judgement and maintain professional scepticism throughout the audit. We also: |
- | Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. |
- | Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the group's internal control. |
- | Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. |
- | Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group or the parent company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our Report of the Auditors to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our Report of the Auditors. However, future events or conditions may cause the group or the parent company to cease to continue as a going concern. |
- | Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. |
- | Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express and opinion on the consolidated financial statements. |
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. |
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 |
Chartered Accountants & Statutory Auditors |
Stone House |
Stone Road Business Park |
Stoke-on-Trent |
ST4 6SR |
CAMERONS BREWERY LIMITED (REGISTERED NUMBER: 03571101) |
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME |
FOR THE PERIOD 2 JANUARY 2023 TO 31 DECEMBER 2023 |
Period | Period |
2.1.23 | 3.1.22 |
to | to |
31.12.23 | 1.1.23 |
Notes | £ | £ |
TURNOVER | 4 | 61,552,307 | 62,047,080 |
Cost of sales | (44,053,044 | ) | (45,533,968 | ) |
GROSS PROFIT | 17,499,263 | 16,513,112 |
Administrative expenses | (16,229,100 | ) | (16,778,697 | ) |
1,270,163 | (265,585 | ) |
Other operating income | 5 | 573,166 | 647,635 |
OPERATING PROFIT | 7 | 1,843,329 | 382,050 |
Exceptional items | 8 | - | (4,332,277 | ) |
1,843,329 | (3,950,227 | ) |
Interest receivable and similar income | 9 | 2,633 | 1,849 |
1,845,962 | (3,948,378 | ) |
Interest payable and similar expenses | 10 | (2,393,622 | ) | (1,566,741 | ) |
LOSS BEFORE TAXATION | (547,660 | ) | (5,515,119 | ) |
Tax on loss | 11 | 51,404 | 857,392 |
LOSS FOR THE FINANCIAL PERIOD | ( |
) | ( |
) |
OTHER COMPREHENSIVE INCOME |
Deferred tax on fair value reserve | 167,920 | - |
Income tax relating to other comprehensive income |
- |
- |
OTHER COMPREHENSIVE INCOME FOR THE PERIOD, NET OF INCOME TAX |
167,920 |
- |
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD |
(328,336 |
) |
(4,657,727 |
) |
Loss attributable to: |
Owners of the parent | (496,256 | ) | (4,657,727 | ) |
Total comprehensive income attributable to: |
Owners of the parent | (328,336 | ) | (4,657,727 | ) |
CAMERONS BREWERY LIMITED (REGISTERED NUMBER: 03571101) |
CONSOLIDATED STATEMENT OF FINANCIAL POSITION |
31 DECEMBER 2023 |
31.12.23 | 1.1.23 |
Notes | £ | £ |
FIXED ASSETS |
Intangible assets | 13 | 1,822,127 | 2,368,999 |
Tangible assets | 14 | 29,102,013 | 37,888,866 |
Investments | 15 | - | - |
30,924,140 | 40,257,865 |
CURRENT ASSETS |
Stocks | 16 | 2,281,995 | 2,313,453 |
Debtors | 17 | 5,183,464 | 6,741,293 |
Cash at bank and in hand | 1,586,324 | 717,591 |
9,051,783 | 9,772,337 |
CREDITORS |
Amounts falling due within one year | 18 | (37,856,755 | ) | (16,017,784 | ) |
NET CURRENT LIABILITIES | (28,804,972 | ) | (6,245,447 | ) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
2,119,168 |
34,012,418 |
CREDITORS |
Amounts falling due after more than one year |
19 |
(581,415 |
) |
(31,927,207 |
) |
PROVISIONS FOR LIABILITIES | 23 | (911,340 | ) | (1,130,462 | ) |
NET ASSETS | 626,413 | 954,749 |
CAPITAL AND RESERVES |
Called up share capital | 24 | 166,350 | 166,350 |
Share premium | 25 | 8,318 | 8,318 |
Revaluation reserve | 25 | 6,237,542 | 6,069,622 |
Capital redemption reserve | 25 | 127,651 | 127,651 |
Retained earnings | 25 | (5,913,448 | ) | (5,417,192 | ) |
SHAREHOLDERS' FUNDS | 626,413 | 954,749 |
The financial statements were approved by the Board of Directors and authorised for issue on 23 October 2024 and were signed on its behalf by: |
C D Soley - Director |
J R Foots - Director |
CAMERONS BREWERY LIMITED (REGISTERED NUMBER: 03571101) |
COMPANY STATEMENT OF FINANCIAL POSITION |
31 DECEMBER 2023 |
31.12.23 | 1.1.23 |
Notes | £ | £ |
FIXED ASSETS |
Intangible assets | 13 |
Tangible assets | 14 |
Investments | 15 |
CURRENT ASSETS |
Stocks | 16 |
Debtors | 17 |
Cash at bank and in hand |
CREDITORS |
Amounts falling due within one year | 18 | ( |
) | ( |
) |
NET CURRENT LIABILITIES | ( |
) | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CREDITORS |
Amounts falling due after more than one year |
19 |
( |
) |
( |
) |
PROVISIONS FOR LIABILITIES | 23 | ( |
) | ( |
) |
NET ASSETS |
CAMERONS BREWERY LIMITED (REGISTERED NUMBER: 03571101) |
COMPANY STATEMENT OF FINANCIAL POSITION - continued |
31 DECEMBER 2023 |
31.12.23 | 1.1.23 |
Notes | £ | £ |
CAPITAL AND RESERVES |
Called up share capital | 24 |
Share premium | 25 |
Revaluation reserve | 25 |
Capital redemption reserve | 25 |
Retained earnings | 25 | ( |
) | ( |
) |
SHAREHOLDERS' FUNDS |
Company's loss for the financial year | (571,346 | ) | (3,891,259 | ) |
The financial statements were approved by the Board of Directors and authorised for issue on |
CAMERONS BREWERY LIMITED (REGISTERED NUMBER: 03571101) |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY |
FOR THE PERIOD 2 JANUARY 2023 TO 31 DECEMBER 2023 |
Called up |
share | Retained | Share |
capital | earnings | premium |
£ | £ | £ |
Balance at 3 January 2022 | 166,350 | 133,164 | 8,318 |
Changes in equity |
Total comprehensive income | - | (5,550,356 | ) | - |
Balance at 1 January 2023 | 166,350 | (5,417,192 | ) | 8,318 |
Changes in equity |
Total comprehensive income | - | (496,256 | ) | - |
Balance at 31 December 2023 | 166,350 | (5,913,448 | ) | 8,318 |
Capital |
Revaluation | redemption | Total |
reserve | reserve | equity |
£ | £ | £ |
Balance at 3 January 2022 | 5,176,993 | 127,651 | 5,612,476 |
Changes in equity |
Total comprehensive income | 892,629 | - | (4,657,727 | ) |
Balance at 1 January 2023 | 6,069,622 | 127,651 | 954,749 |
Changes in equity |
Total comprehensive income | 167,920 | - | (328,336 | ) |
Balance at 31 December 2023 | 6,237,542 | 127,651 | 626,413 |
CAMERONS BREWERY LIMITED (REGISTERED NUMBER: 03571101) |
COMPANY STATEMENT OF CHANGES IN EQUITY |
FOR THE PERIOD 2 JANUARY 2023 TO 31 DECEMBER 2023 |
Called up |
share | Retained | Share |
capital | earnings | premium |
£ | £ | £ |
Balance at 3 January 2022 |
Changes in equity |
Total comprehensive income | - | ( |
) | - |
Balance at 1 January 2023 | ( |
) |
Changes in equity |
Total comprehensive income | - | ( |
) | - |
Balance at 31 December 2023 | ( |
) |
Capital |
Revaluation | redemption | Total |
reserve | reserve | equity |
£ | £ | £ |
Balance at 3 January 2022 |
Changes in equity |
Total comprehensive income | ( |
) |
Balance at 1 January 2023 |
Changes in equity |
Total comprehensive income | ( |
) |
Balance at 31 December 2023 |
CAMERONS BREWERY LIMITED (REGISTERED NUMBER: 03571101) |
CONSOLIDATED STATEMENT OF CASH FLOWS |
FOR THE PERIOD 2 JANUARY 2023 TO 31 DECEMBER 2023 |
Period | Period |
2.1.23 | 3.1.22 |
to | to |
31.12.23 | 1.1.23 |
Notes | £ | £ |
Cash flows from operating activities |
Cash generated from operations | 1 | 3,798,181 | 2,221,096 |
Interest paid | (2,279,734 | ) | (1,440,686 | ) |
Interest element of hire purchase payments paid |
(108,788 |
) |
(120,955 |
) |
Finance costs paid | (5,100 | ) | (5,100 | ) |
Taxation refund | 116,501 | 293,113 |
Net cash from operating activities | 1,521,060 | 947,468 |
Cash flows from investing activities |
Purchase of tangible fixed assets | (663,947 | ) | (619,065 | ) |
Sale of intangible fixed assets | (51,693 | ) | 39,722 |
Sale of tangible fixed assets | 7,951,801 | 373,854 |
Interest received | 2,633 | 1,849 |
Net cash from investing activities | 7,238,794 | (203,640 | ) |
Cash flows from financing activities |
Loan repayments in year | (7,255,000 | ) | (2,550,000 | ) |
Capital repayments in year | (419,549 | ) | (288,074 | ) |
Amount introduced by directors | 2,990 | - |
Net cash from financing activities | (7,671,559 | ) | (2,838,074 | ) |
Increase/(decrease) in cash and cash equivalents | 1,088,295 | (2,094,246 | ) |
Cash and cash equivalents at beginning of period |
2 |
498,029 |
2,592,275 |
Cash and cash equivalents at end of period |
2 |
1,586,324 |
498,029 |
CAMERONS BREWERY LIMITED (REGISTERED NUMBER: 03571101) |
NOTES TO THE CONSOLIDATED STATEMENT OF CASH FLOWS |
FOR THE PERIOD 2 JANUARY 2023 TO 31 DECEMBER 2023 |
1. | RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
Period | Period |
2.1.23 | 3.1.22 |
to | to |
31.12.23 | 1.1.23 |
£ | £ |
Loss before taxation | (547,660 | ) | (5,515,119 | ) |
Depreciation charges | 2,072,415 | 2,463,230 |
Loss/(profit) on disposal of fixed assets | 369,011 | (74,372 | ) |
Impairment of fixed assets | - | 4,332,277 |
Finance costs | 2,393,622 | 1,566,741 |
Finance income | (2,633 | ) | (1,849 | ) |
4,284,755 | 2,770,908 |
Decrease/(increase) in stocks | 31,458 | (142,924 | ) |
Decrease in trade and other debtors | 1,441,328 | 686,919 |
Decrease in trade and other creditors | (1,959,360 | ) | (1,093,807 | ) |
Cash generated from operations | 3,798,181 | 2,221,096 |
2. | CASH AND CASH EQUIVALENTS |
The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts: |
Period ended 31 December 2023 |
31.12.23 | 2.1.23 |
£ | £ |
Cash and cash equivalents | 1,586,324 | 717,591 |
Bank overdrafts | - | (219,562 | ) |
1,586,324 | 498,029 |
Period ended 1 January 2023 |
1.1.23 | 3.1.22 |
£ | £ |
Cash and cash equivalents | 717,591 | 2,592,275 |
Bank overdrafts | (219,562 | ) | - |
498,029 | 2,592,275 |
CAMERONS BREWERY LIMITED (REGISTERED NUMBER: 03571101) |
NOTES TO THE CONSOLIDATED STATEMENT OF CASH FLOWS |
FOR THE PERIOD 2 JANUARY 2023 TO 31 DECEMBER 2023 |
3. | ANALYSIS OF CHANGES IN NET DEBT |
Other |
non-cash |
At 2.1.23 | Cash flow | changes | At 31.12.23 |
£ | £ | £ | £ |
Net cash |
Cash at bank |
and in hand | 717,591 | 868,733 | 1,586,324 |
Bank overdrafts | (219,562 | ) | 219,562 | - |
498,029 | 1,088,295 | 1,586,324 |
Debt |
Finance leases | (935,286 | ) | 419,549 | (343,862 | ) | (859,599 | ) |
Debts falling due |
within 1 year | (1,445,000 | ) | 1,445,000 | (25,497,000 | ) | (25,497,000 | ) |
Debts falling due |
after 1 year | (31,358,000 | ) | 5,810,000 | 25,497,000 | (51,000 | ) |
(33,738,286 | ) | 7,674,549 | (343,862 | ) | (26,407,599 | ) |
Total | (33,240,257 | ) | 8,762,844 | (343,862 | ) | (24,821,275 | ) |
CAMERONS BREWERY LIMITED (REGISTERED NUMBER: 03571101) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE PERIOD 2 JANUARY 2023 TO 31 DECEMBER 2023 |
1. | STATUTORY INFORMATION |
Camerons Brewery Limited is a |
The presentation currency of the financial statements is the Pound Sterling (£). |
2. | STATEMENT OF COMPLIANCE |
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. |
3. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities measured at fair value through profit or loss. |
Disclosure exemptions |
The parent company satisfies the criteria of being a qualifying entity as defined in FRS 102. As such, advantage has been taken of the following reduced disclosure exemptions available under FRS 102: |
(a) Disclosures in respect of each class of share capital have not been presented. |
(b) No cash flow statement has been presented for the company. |
(c) Disclosures in respect of financial instruments have not been presented. |
(d) No disclosure has been given for the aggregate remuneration of key management personnel. |
Basis of consolidation |
The financial statements consolidate the financial statements of the Group and all of its subsidiary undertakings. |
The results of subsidiaries acquired or disposed of during the year are included from or to the date that control passes. |
The parent company has applied the exemption contained in section 408 of the Companies Act 2006 and has not included its individual statement of comprehensive income. |
CAMERONS BREWERY LIMITED (REGISTERED NUMBER: 03571101) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 2 JANUARY 2023 TO 31 DECEMBER 2023 |
3. | ACCOUNTING POLICIES - continued |
Significant judgements and estimates |
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. |
Key sources of estimation uncertainty |
Accounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome. The key assumptions and other sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are as follows: |
As described in the accounting policies of the financial statements, depreciation of tangible fixed assets has been based on estimated useful lives and residual values deemed appropriate by the directors. Estimated useful lives and residual values are reviewed annually and revised as appropriate. Revisions take in to account actual asset lives and residual values as evidenced by disposals during current and prior accounting periods. |
Going concern |
The group has performed strongly and continues to increase its EBITDA to pre pandemic levels even with a reduced asset base. |
The sale of the 26 freehold tenanted pubs in June 2023 enabled the group to significantly reduce its borrowings and interest burden and gearing consequently has been materially reduced. |
Gearing has been further materially lowered because of the completion of our refinance bringing a new debt funder, Sandton, into the business. |
The actions we have taken have ensured we have always had sufficient liquidity in the system. |
The directors are confident that the measures taken are sufficient for the company to continue to trade for the foreseeable future. |
The group has the full support of its new debt funders and wider creditor base, this has been the case since the beginning of the pandemic and bank facilities are in place until 31 Dec 2026. |
Accordingly, the accounts have been prepared on a going concern basis. |
Revenue recognition |
Turnover is the fair value of the consideration received or receivable for goods and services provided in the normal course of the business, net of discounts, volume rebates and VAT. Sales of beverages and food are recognised when these goods are delivered to our patrons. Property rental income is recognised on a straight line basis over the life of the lease. Amusement machine royalties are recognised in the accounting period to which the income relates. |
Goodwill |
Goodwill and negative goodwill is written off over 10 years from the date of transition to FRS 102 which was 5 May 2014. |
CAMERONS BREWERY LIMITED (REGISTERED NUMBER: 03571101) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 2 JANUARY 2023 TO 31 DECEMBER 2023 |
3. | ACCOUNTING POLICIES - continued |
Intangible assets |
Intangible assets are initially recorded at cost, and are subsequently stated at cost less any accumulated amortisation and impairment losses. Any intangible assets carried at revalued amounts, are recorded at the fair value at the date of revaluation, as determined by reference to an active market, less any subsequent accumulated amortisation and subsequent accumulated impairment losses. |
Intangible assets acquired as part of a business combination are recorded at the fair value at the acquisition date. |
Licence |
The licence relates to the brewing and racking of Trophy Special Beer. |
The licence was not amortised under previous GAAP, because the directors were of the opinion that the licence had an indefinite life. FRS 102 prohibits the non-amortisation of intangible assets. The directors are of the opinion that, as at the date of transition to FRS102, a 10 year remaining life is appropriate for this asset. |
CAMERONS BREWERY LIMITED (REGISTERED NUMBER: 03571101) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 2 JANUARY 2023 TO 31 DECEMBER 2023 |
3. | ACCOUNTING POLICIES - continued |
Tangible fixed assets |
Depreciation is provided at the following annual rates in order to write off the cost less estimated residual value of each asset over its estimated useful life or, if held under finance lease, over the lease term, whichever is the shorter. |
Freehold property | - | 5% straight line and 2% straight line |
Short leasehold | - | 4% straight line and straight line over the life of the lease |
Long leasehold | - | straight line over the life of the lease |
Leasehold improvements | - | 4% straight line and straight line over the life of the lease |
Plant and machinery | - | 10% straight line and 5% straight line - |
Fixtures and fittings | - | 33% straight line, 25% straight line and 12.5% straight line |
Motor vehicles | - | 25% straight line |
Assets under construction | - | not provided |
No depreciation has been charged on brewery land and buildings as the directors are of the opinion that the residual value of the brewery land and buildings is not materially different to the fair value. An annual impairment review is carried out on all licensed properties and the directors are of the opinion that the market value of the licensed estate in its entirety after provision for impairments is in excess of the net book value at 31st December 2023. |
Tangible fixed assets are stated at cost, deemed cost or valuation less accumulated depreciation and accumulated impairment losses. Cost includes the original purchase price, costs directly attributable to bringing the asset to its working condition for its intended use, dismantling and restoration costs capitalised. |
(i) Land and buildings |
Brewery land and buildings held at valuation at the date of transition to FRS 102 continued to be held at valuation with regular valuations carried out. |
(ii) Public houses |
Public houses are stated at cost less impairment. |
(iii) Leasehold Property and leasehold improvements |
Leasehold property is stated at cost less accumulated depreciation. |
(iv) Plant and machinery |
Plant and machinery is stated at deemed cost less accumulated depreciation. |
(v) Fixtures & Fittings |
Fixtures and fittings are stated at cost less accumulated depreciation. Such costs include the costs directly attributable to preparing a public house for opening to the public. In the period prior to a public house opening, all costs relevant to preparing the site are included in tangible fixed assets. |
(vi) Motor Vehicles |
Motor vehicles are stated at cost less accumulated depreciation. |
CAMERONS BREWERY LIMITED (REGISTERED NUMBER: 03571101) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 2 JANUARY 2023 TO 31 DECEMBER 2023 |
3. | ACCOUNTING POLICIES - continued |
(vii) Assets under construction |
Costs related to assets under construction are capitalised where, in the opinion of the Directors, the related project is highly likely to be successfully developed and the economic benefits arising from future operations will exceed the amount of capitalised expenditure incurred to date, and the cost can be measured reliably. Costs incurred prior to meeting the criteria for capitalisation are recorded as an expense within operating costs in the profit and loss account. |
A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date. |
For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. |
The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets. |
For impairment testing of goodwill, the goodwill acquired in a business combination is, from the acquisition date, allocated to each of the cash-generating units that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the company are assigned to those units. |
Impairment of fixed assets |
A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date. |
For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. |
The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets. |
For impairment testing of goodwill, the goodwill acquired in a business combination is, from the acquisition date, allocated to each of the cash-generating units that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the company are assigned to those units. |
Stocks |
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. |
CAMERONS BREWERY LIMITED (REGISTERED NUMBER: 03571101) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 2 JANUARY 2023 TO 31 DECEMBER 2023 |
3. | ACCOUNTING POLICIES - continued |
Financial instruments |
A financial asset or a financial liability is recognised only when the entity becomes a party to the contractual provisions of the instrument. |
Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. |
Debt instruments are subsequently measured at amortised cost. |
Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately. |
For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets are either assessed individually or grouped on the basis of similar credit risk characteristics. |
Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised. |
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 entity after deducting all of its financial liabilities. |
Where the contractual obligations of financial instruments (including share capital) are equivalent to a similar debt instrument, those financial instruments are classed as financial liabilities. Financial liabilities are presented as such in the balance sheet. Finance costs and gains or losses relating to financial liabilities are included in the profit and loss account. Finance costs are calculated so as to produce a constant rate of return on the outstanding liability. |
Where the contractual terms of share capital do not have any terms meeting the definition of a financial liability then this is classed as an equity instrument. Dividends and distributions relating to equity instruments are debited direct to equity. |
Corporation tax |
Taxation for the period comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
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 statement of financial position date. |
CAMERONS BREWERY LIMITED (REGISTERED NUMBER: 03571101) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 2 JANUARY 2023 TO 31 DECEMBER 2023 |
3. | ACCOUNTING POLICIES - continued |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference. |
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. |
Dividends |
Interim dividends are recorded in the financial year in which they are declared payable. Final dividends are recorded in the financial year in which the dividends are approved by the shareholders. |
Hire purchase and leasing commitments |
Assets held under finance leases are recognised in the statement of financial position as assets and liabilities at the lower of the fair value of the assets and the present value of the minimum lease payments, which is determined at the inception of the lease term. Any initial direct costs of the lease are added to the amount recognised as an asset. |
Lease payments are apportioned between the finance charges and reduction of the outstanding lease liability using the effective interest method. Finance charges are allocated to each period so as to produce a constant rate of interest on the remaining balance of the liability. |
Lease payments are recognised as an expense over the lease term on a straight-line basis. The aggregate benefit of lease incentives is recognised as a reduction to expense over the lease term, on a straight-line basis. |
Pension costs and other post-retirement benefits |
Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund. |
When contributions are not expected to be settled wholly within 12 months of the end of the reporting date in which the employees render the related service, the liability is measured on a discounted present value basis. The unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises. |
Provisions |
Provisions are recognised when the entity has an obligation at the reporting date as a result of a past event, it is probable that the entity will be required to transfer economic benefits in settlement and the amount of the obligation can be estimated reliably. Provisions are recognised as a liability in the statement of financial position and the amount of the provision as an expense. |
Provisions are initially measured at the best estimate of the amount required to settle the obligation at the reporting date and subsequently reviewed at each reporting date and adjusted to reflect the current best estimate of the amount that would be required to settle the obligation. Any adjustments to the amounts previously recognised are recognised in profit or loss unless the provision was originally recognised as part of the cost of an asset. |
Exceptional items |
Exceptional items are disclosed separately in the financial statements in order to provide further understanding of the financial performance of the entity. They are material items of income or expense that have been shown separately because of their nature or amount. |
CAMERONS BREWERY LIMITED (REGISTERED NUMBER: 03571101) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 2 JANUARY 2023 TO 31 DECEMBER 2023 |
3. | ACCOUNTING POLICIES - continued |
Employee benefits |
The company provides a range of benefits to employees. |
Short term benefits, including holiday pay, are recognised as an expenses in the profit and loss account in the period in which they are incurred. |
4. | TURNOVER |
The turnover and loss before taxation are attributable to the principal activities of the group. |
An analysis of turnover by class of business is given below: |
Period | Period |
2.1.23 | 3.1.22 |
to | to |
31.12.23 | 1.1.23 |
£ | £ |
Brewing & associated trades | 31,130,025 | 31,934,373 |
Pub estates | 30,344,715 | 30,036,694 |
Rent receivable | 77,567 | 76,013 |
61,552,307 | 62,047,080 |
5. | OTHER OPERATING INCOME |
Period | Period |
2.1.23 | 3.1.22 |
to | to |
31.12.23 | 1.1.23 |
£ | £ |
Sundry receipts | 49,788 | 84,160 |
Machine income | 225,309 | 257,462 |
Sale of waste products | 298,069 | 302,409 |
Rates grants received | - | 3,604 |
573,166 | 647,635 |
6. | EMPLOYEES AND DIRECTORS |
Period | Period |
2.1.23 | 3.1.22 |
to | to |
31.12.23 | 1.1.23 |
£ | £ |
Wages and salaries | 12,696,901 | 12,710,982 |
Social security costs | 958,711 | 1,015,668 |
Other pension costs | 290,041 | 305,902 |
13,945,653 | 14,032,552 |
CAMERONS BREWERY LIMITED (REGISTERED NUMBER: 03571101) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 2 JANUARY 2023 TO 31 DECEMBER 2023 |
6. | EMPLOYEES AND DIRECTORS - continued |
The average number of employees during the period was as follows: |
Period | Period |
2.1.23 | 3.1.22 |
to | to |
31.12.23 | 1.1.23 |
Management and administration | 154 | 177 |
Public houses | 493 | 538 |
Period | Period |
2.1.23 | 3.1.22 |
to | to |
31.12.23 | 1.1.23 |
£ | £ |
Directors' remuneration | 781,674 | 862,964 |
Information regarding the highest paid director is as follows: |
Period | Period |
2.1.23 | 3.1.22 |
to | to |
31.12.23 | 1.1.23 |
£ | £ |
Emoluments etc | 374,756 | 430,499 |
In addition to the directors remuneration above, the directors received additional benefits of £61,992 (01.01.2023: £60,121). The additional remuneration for the highest paid director was £33,598 (01.01.2023: £32,718). |
7. | OPERATING PROFIT |
The operating profit is stated after charging/(crediting): |
Period | Period |
2.1.23 | 3.1.22 |
to | to |
31.12.23 | 1.1.23 |
£ | £ |
Hire of plant and machinery | 23,379 | 13,736 |
Depreciation - owned assets | 1,383,830 | 1,699,336 |
Depreciation - assets on hire purchase contracts | 90,020 | 95,789 |
Loss/(profit) on disposal of fixed assets | 369,011 | (74,372 | ) |
Goodwill amortisation | 583,425 | 652,170 |
Patents and licences amortisation | 15,140 | 18,925 |
Auditors' remuneration | 47,329 | 54,971 |
CAMERONS BREWERY LIMITED (REGISTERED NUMBER: 03571101) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 2 JANUARY 2023 TO 31 DECEMBER 2023 |
8. | EXCEPTIONAL ITEMS |
Period | Period |
2.1.23 | 3.1.22 |
to | to |
31.12.23 | 1.1.23 |
£ | £ |
Exceptional items | - | (4,332,277 | ) |
Exceptional costs relate to a fixed asset impairment charge of £4.2m resulting form the sale of 26 freehold pubs on 30th June 2023 and a £100k fixed asset impairment charge relating to other pubs within the estate. |
Included within administrative costs are c£0.7m of exceptional non-recurring costs resulting from the extension of the bank loan facilities. |
9. | INTEREST RECEIVABLE AND SIMILAR INCOME |
Period | Period |
2.1.23 | 3.1.22 |
to | to |
31.12.23 | 1.1.23 |
£ | £ |
Deposit account interest | 2,633 | 1,849 |
10. | INTEREST PAYABLE AND SIMILAR EXPENSES |
Period | Period |
2.1.23 | 3.1.22 |
to | to |
31.12.23 | 1.1.23 |
£ | £ |
Bank interest | 2,038,411 | 1,276,765 |
Factoring interest | 241,323 | 163,921 |
Hire purchase interest | 108,788 | 120,955 |
Dividend paid on preference |
shares | 5,100 | 5,100 |
2,393,622 | 1,566,741 |
11. | TAXATION |
Analysis of the tax credit |
The tax credit on the loss for the period was as follows: |
Period | Period |
2.1.23 | 3.1.22 |
to | to |
31.12.23 | 1.1.23 |
£ | £ |
Current tax: |
Adjustment in respect of prior |
period | (152,587 | ) | (13,007 | ) |
Deferred tax | 101,183 | (844,385 | ) |
Tax on loss | (51,404 | ) | (857,392 | ) |
CAMERONS BREWERY LIMITED (REGISTERED NUMBER: 03571101) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 2 JANUARY 2023 TO 31 DECEMBER 2023 |
11. | TAXATION - continued |
Reconciliation of total tax credit included in profit and loss |
The tax assessed for the period is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
Period | Period |
2.1.23 | 3.1.22 |
to | to |
31.12.23 | 1.1.23 |
£ | £ |
Loss before tax | (547,660 | ) | (5,515,119 | ) |
Loss multiplied by the standard rate of corporation tax in the UK of 23.520 % (2023 - 19 %) |
(128,810 |
) |
(1,047,873 |
) |
Effects of: |
Expenses not deductible for tax purposes | 171,806 | 1,066,856 |
Income not taxable for tax purposes | (3,038 | ) | - |
Capital allowances in excess of depreciation | - | (521,316 | ) |
Adjustments to tax charge in respect of previous periods | (117,217 | ) | 13,007 |
Tax losses carried forward | - | (39,921 | ) |
future changes in tax rates | 25,855 | (328,145 | ) |
Total tax credit | (51,404 | ) | (857,392 | ) |
Tax effects relating to effects of other comprehensive income |
2.1.23 to 31.12.23 |
Gross | Tax | Net |
£ | £ | £ |
Deferred tax on fair value reserve | 167,920 | - | 167,920 |
12. | INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME |
As permitted by Section 408 of the Companies Act 2006, the Statement of Comprehensive Income of the parent company is not presented as part of these financial statements. |
CAMERONS BREWERY LIMITED (REGISTERED NUMBER: 03571101) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 2 JANUARY 2023 TO 31 DECEMBER 2023 |
13. | INTANGIBLE FIXED ASSETS |
Group |
Patents |
and |
Goodwill | licences | Totals |
£ | £ | £ |
COST |
At 2 January 2023 | 8,616,620 | 1,050,000 | 9,666,620 |
Disposals | (3,882,899 | ) | - | (3,882,899 | ) |
Reclassification/transfer | 226,807 | - | 226,807 |
At 31 December 2023 | 4,960,528 | 1,050,000 | 6,010,528 |
AMORTISATION |
At 2 January 2023 | 6,323,322 | 974,299 | 7,297,621 |
Amortisation for period | 583,425 | 15,140 | 598,565 |
Eliminated on disposal | (3,934,592 | ) | - | (3,934,592 | ) |
Reclassification/transfer | 226,807 | - | 226,807 |
At 31 December 2023 | 3,198,962 | 989,439 | 4,188,401 |
NET BOOK VALUE |
At 31 December 2023 | 1,761,566 | 60,561 | 1,822,127 |
At 1 January 2023 | 2,293,298 | 75,701 | 2,368,999 |
Company |
Patents |
and |
Goodwill | licences | Totals |
£ | £ | £ |
COST |
At 2 January 2023 |
Disposals | ( |
) | ( |
) |
Reclassification/transfer |
At 31 December 2023 |
AMORTISATION |
At 2 January 2023 |
Amortisation for period |
Eliminated on disposal | ( |
) | ( |
) |
Reclassification/transfer |
At 31 December 2023 |
NET BOOK VALUE |
At 31 December 2023 |
At 1 January 2023 |
CAMERONS BREWERY LIMITED (REGISTERED NUMBER: 03571101) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 2 JANUARY 2023 TO 31 DECEMBER 2023 |
13. | INTANGIBLE FIXED ASSETS - continued |
Company |
The licence relates to the brewing and racking of Trophy Special beer. |
Included in Goodwill is an amount of negative goodwill at a cost of £3,110,000 (01.01.2023 - £3,110,000). Amortisation recognised in the profit or loss totalled £42,667 (01.01.2023 - £80,000). Total amortisation charged against negative goodwill totalled £3,110,000 (01.01.2023 - £3,067,333). |
14. | TANGIBLE FIXED ASSETS |
Group |
Freehold | Short | Long |
property | leasehold | leasehold |
£ | £ | £ |
COST |
At 2 January 2023 | 22,602,416 | 2,519,097 | 1,788,058 |
Additions | 4,790 | 13,391 | - |
Disposals | (7,704,027 | ) | (234,159 | ) | - |
At 31 December 2023 | 14,903,179 | 2,298,329 | 1,788,058 |
DEPRECIATION |
At 2 January 2023 | 1,909,546 | 946,348 | 483,026 |
Charge for period | 28,912 | 138,343 | 75,050 |
Eliminated on disposal | (14 | ) | (221,419 | ) | - |
At 31 December 2023 | 1,938,444 | 863,272 | 558,076 |
NET BOOK VALUE |
At 31 December 2023 | 12,964,735 | 1,435,057 | 1,229,982 |
At 1 January 2023 | 20,692,870 | 1,572,749 | 1,305,032 |
CAMERONS BREWERY LIMITED (REGISTERED NUMBER: 03571101) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 2 JANUARY 2023 TO 31 DECEMBER 2023 |
14. | TANGIBLE FIXED ASSETS - continued |
Group |
Fixtures |
Plant and | and | Motor |
machinery | fittings | vehicles | Totals |
£ | £ | £ | £ |
COST |
At 2 January 2023 | 18,776,822 | 16,011,517 | 746,925 | 62,444,835 |
Additions | 506,230 | 293,269 | 190,129 | 1,007,809 |
Disposals | (245,289 | ) | (3,423,620 | ) | (239,275 | ) | (11,846,370 | ) |
At 31 December 2023 | 19,037,763 | 12,881,166 | 697,779 | 51,606,274 |
DEPRECIATION |
At 2 January 2023 | 9,557,346 | 11,411,667 | 248,036 | 24,555,969 |
Charge for period | 517,801 | 631,306 | 82,438 | 1,473,850 |
Eliminated on disposal | (113,177 | ) | (3,012,176 | ) | (178,772 | ) | (3,525,558 | ) |
At 31 December 2023 | 9,961,970 | 9,030,797 | 151,702 | 22,504,261 |
NET BOOK VALUE |
At 31 December 2023 | 9,075,793 | 3,850,369 | 546,077 | 29,102,013 |
At 1 January 2023 | 9,219,476 | 4,599,850 | 498,889 | 37,888,866 |
A specialised property, Lion Brewery Hartlepool, and associated land and buildings on the brewery site were valued by BNP Paribas Real Estate Chartered Surveyors in November 2014 on a depreciated replacement cost/market value basis of £9,667,000. |
The total net book value of the brewery as at Dec 2023 including plant & machinery is £18.9m . As part of the recent renewal of bank facilities the directors commissioned an operational use valuation of the Lion Brewery . The directors feel that the resulting valuation , undertaken by CBRE , of £23.3m in Dec 2023 more accurately reflects its full market value , however no adjustments have been reflected in the accounts |
In respect of tangible assets held at valuation, the aggregate cost, depreciation and carrying amount that would have been recognised if the assets had been carried under the historical cost model are: Aggregate cost £2,149,007 (01.01.2023: £2,149,007), Aggregate depreciation £562,328 (01.01.2023: £533,417) and carrying value £1,586,679 (01.01.2023: £1,615,590). |
CAMERONS BREWERY LIMITED (REGISTERED NUMBER: 03571101) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 2 JANUARY 2023 TO 31 DECEMBER 2023 |
14. | TANGIBLE FIXED ASSETS - continued |
Group |
Fixed assets, included in the above, which are held under hire purchase contracts are as follows: |
Plant and | Motor |
machinery | vehicles | Totals |
£ | £ | £ |
COST |
At 2 January 2023 | 752,009 | 661,649 | 1,413,658 |
Additions | 204,812 | 190,129 | 394,941 |
Disposals | - | (239,275 | ) | (239,275 | ) |
Transfer to ownership | - | (54,074 | ) | (54,074 | ) |
At 31 December 2023 | 956,821 | 558,429 | 1,515,250 |
DEPRECIATION |
At 2 January 2023 | 238,741 | 194,107 | 432,848 |
Charge for period | 33,985 | 56,035 | 90,020 |
Eliminated on disposal | - | (178,772 | ) | (178,772 | ) |
Transfer to ownership | - | (24,177 | ) | (24,177 | ) |
At 31 December 2023 | 272,726 | 47,193 | 319,919 |
NET BOOK VALUE |
At 31 December 2023 | 684,095 | 511,236 | 1,195,331 |
At 1 January 2023 | 513,268 | 467,542 | 980,810 |
Company |
Freehold | Long | Plant and |
property | leasehold | machinery |
£ | £ | £ |
COST |
At 2 January 2023 |
Additions |
Disposals | ( |
) | ( |
) |
At 31 December 2023 |
DEPRECIATION |
At 2 January 2023 |
Charge for period |
Eliminated on disposal | ( |
) |
At 31 December 2023 |
NET BOOK VALUE |
At 31 December 2023 |
At 1 January 2023 |
CAMERONS BREWERY LIMITED (REGISTERED NUMBER: 03571101) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 2 JANUARY 2023 TO 31 DECEMBER 2023 |
14. | TANGIBLE FIXED ASSETS - continued |
Company |
Fixtures |
and | Motor |
fittings | vehicles | Totals |
£ | £ | £ |
COST |
At 2 January 2023 |
Additions |
Disposals | ( |
) | ( |
) | ( |
) |
At 31 December 2023 |
DEPRECIATION |
At 2 January 2023 |
Charge for period |
Eliminated on disposal | ( |
) | ( |
) | ( |
) |
At 31 December 2023 |
NET BOOK VALUE |
At 31 December 2023 |
At 1 January 2023 |
A specialised property, Lion Brewery Hartlepool, and associated land and buildings on the brewery site were valued by BNP Paribas Real Estate Chartered Surveyors in November 2014 on a depreciated replacement cost/market value basis of £9,667,000. |
The total net book value of the brewery as at Dec 2023 including plant & machinery is £18.9m . As part of the recent renewal of bank facilities the directors commissioned an operational use valuation of the Lion Brewery . The directors feel that the resulting valuation , undertaken by CBRE , of £23.3m in Dec 2023 more accurately reflects its full market value , however no adjustments have been reflected in the accounts |
In respect of tangible assets held at valuation, the aggregate cost, depreciation and carrying amount that would have been recognised if the assets had been carried under the historical cost model are: Aggregate cost £2,149,007 (01.01.2023: £2,149,007), Aggregate depreciation £562,328 (01.01.2023: £533,417) and carrying value £1,586,679 (01.01.2023: £1,615,590). |
CAMERONS BREWERY LIMITED (REGISTERED NUMBER: 03571101) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 2 JANUARY 2023 TO 31 DECEMBER 2023 |
14. | TANGIBLE FIXED ASSETS - continued |
Company |
Fixed assets, included in the above, which are held under hire purchase contracts are as follows: |
Plant and | Motor |
machinery | vehicles | Totals |
£ | £ | £ |
COST |
At 2 January 2023 |
Additions |
Disposals | ( |
) | ( |
) |
Transfer to ownership | - | (54,074 | ) | (54,074 | ) |
At 31 December 2023 |
DEPRECIATION |
At 2 January 2023 |
Charge for period |
Eliminated on disposal | ( |
) | ( |
) |
Transfer to ownership | - | (24,177 | ) | (24,177 | ) |
At 31 December 2023 |
NET BOOK VALUE |
At 31 December 2023 |
At 1 January 2023 |
15. | FIXED ASSET INVESTMENTS |
Company |
Shares in |
group |
undertaking |
£ |
COST |
At 2 January 2023 |
and 31 December 2023 |
NET BOOK VALUE |
At 31 December 2023 |
At 1 January 2023 |
CAMERONS BREWERY LIMITED (REGISTERED NUMBER: 03571101) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 2 JANUARY 2023 TO 31 DECEMBER 2023 |
15. | FIXED ASSET INVESTMENTS - continued |
The group or the company's investments at the Statement of Financial Position date in the share capital of companies include the following: |
Subsidiaries |
Registered office: Main Gate House, Waldon Street, Hartlepool, Cleveland, TS24 7QS |
Nature of business: |
% |
Class of shares: | holding |
Registered office: Main Gate House, Waldon Street, Hartlepool, Cleveland, TS24 7QS |
Nature of business: |
% |
Class of shares: | holding |
Registered office: Bar Soba Merchant City, 79 Albion Street, Glasgow, G1 1NY, United Kingdom |
Nature of business: |
% |
Class of shares: | holding |
Class of share |
% holding |
Bar Soba Group Ltd | Ordinary | 100 |
S C E Leisure Ltd | Ordinary | 100 |
SAS Leisure Ltd | Ordinary | 100 |
SCCA Leisure Ltd | Ordinary | 100 |
SCCL Leisure Ltd | Ordinary | 100 |
SJL 01 Ltd | Ordinary | 100 |
SMS Leisure Ltd | Ordinary | 100 |
St Jude's Licensing Ltd | Ordinary | 100 |
SWE Leisure Ltd | Ordinary | 100 |
The registered office for all of the above companies is Bar Soba Merchant City, 79 Albion Street, Glasgow, United Kingdom, G1 1NY. All of the companies were dormant during the year. |
16. | STOCKS |
Group | Company |
31.12.23 | 1.1.23 | 31.12.23 | 1.1.23 |
£ | £ | £ | £ |
Stocks | 1,290,558 | 1,325,236 |
Raw materials | 991,437 | 988,217 |
2,281,995 | 2,313,453 |
CAMERONS BREWERY LIMITED (REGISTERED NUMBER: 03571101) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 2 JANUARY 2023 TO 31 DECEMBER 2023 |
17. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
31.12.23 | 1.1.23 | 31.12.23 | 1.1.23 |
£ | £ | £ | £ |
Trade debtors | 3,714,689 | 4,852,822 |
Amounts owed by group undertakings | - | - |
Other debtors | 62,999 | 73,108 |
Tax | 48,898 | 165,399 |
Social security and other tax | 30,804 | - | - | - |
Prepayments and accrued income | 1,326,074 | 1,649,964 |
5,183,464 | 6,741,293 |
The debtors above include trade debtors falling due after more than one year of £32,023 (01.01.2023 - £33,083). |
18. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
31.12.23 | 1.1.23 | 31.12.23 | 1.1.23 |
£ | £ | £ | £ |
Bank loans and overdrafts (see note 20) | 25,497,000 | 1,664,562 |
Hire purchase contracts (see note 21) | 404,184 | 366,079 |
Trade creditors | 5,247,324 | 5,635,244 |
Amounts owed to group undertakings | - | - |
Social security and other taxes | 263,083 | 401,810 |
Duty | 1,206,818 | 1,187,559 | 1,206,818 | 1,187,559 |
VAT | 983,425 | 1,696,057 | 534,340 | 1,170,388 |
Other creditors | 2,769,036 | 3,091,458 |
Directors' current accounts | 2,990 | - | - | - |
Accruals and deferred income | 1,482,895 | 1,975,015 |
37,856,755 | 16,017,784 |
19. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
Group | Company |
31.12.23 | 1.1.23 | 31.12.23 | 1.1.23 |
£ | £ | £ | £ |
Bank loans (see note 20) | - | 31,307,000 |
Preference shares (see note 20) | 51,000 | 51,000 |
Hire purchase contracts (see note 21) | 455,415 | 569,207 |
Other creditors | 75,000 | - |
581,415 | 31,927,207 |
CAMERONS BREWERY LIMITED (REGISTERED NUMBER: 03571101) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 2 JANUARY 2023 TO 31 DECEMBER 2023 |
20. | LOANS |
An analysis of the maturity of loans is given below: |
Group | Company |
31.12.23 | 1.1.23 | 31.12.23 | 1.1.23 |
£ | £ | £ | £ |
Amounts falling due within one year or | on demand: |
Bank overdrafts | - | 219,562 |
Bank loans | 25,497,000 | 1,445,000 |
25,497,000 | 1,664,562 |
Amounts falling due between one and | two years: |
Bank loans - 1-2 years | - | 31,307,000 |
Amounts falling due between two and | five years: |
Preference shares | 51,000 | 51,000 | 51,000 | 51,000 |
On 23 October 2024 the company completed a refinancing of its borrowings. The existing facility which terminated in Dec 24 has been amended and restated and has resulted in £15m of debt, including £1m of new monies to be used for working capital, therefore some £11.2m of the original debt outstanding of £25.2m has been written off. |
The terms of the £15m are interest only, with £1.9m being the annual interest charge (12.67%) , and facilities are in place until Dec 26. |
Total bank loans as of 23 October 2024 are £15.0m which represent a reduction of £17.8m from the amount outstanding as of Dec 22 (£32.8m). |
Details of shares shown as liabilities are as follows: |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 31.12.23 | 1.1.23 |
value: | £ | £ |
10% Preference shares | £1 | 51,000 | 51,000 |
21. | LEASING AGREEMENTS |
Minimum lease payments fall due as follows: |
Group |
Hire purchase contracts |
31.12.23 | 1.1.23 |
£ | £ |
Net obligations repayable: |
Within one year | 404,184 | 366,079 |
Between one and five years | 455,415 | 569,207 |
859,599 | 935,286 |
CAMERONS BREWERY LIMITED (REGISTERED NUMBER: 03571101) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 2 JANUARY 2023 TO 31 DECEMBER 2023 |
21. | LEASING AGREEMENTS - continued |
Company |
Hire purchase contracts |
31.12.23 | 1.1.23 |
£ | £ |
Net obligations repayable: |
Within one year |
Between one and five years |
Group |
Non-cancellable | operating leases |
31.12.23 | 1.1.23 |
£ | £ |
Within one year | 2,597,818 | 2,781,917 |
Between one and five years | 9,146,519 | 10,297,749 |
In more than five years | 13,293,635 | 15,841,947 |
25,037,972 | 28,921,613 |
Company |
Non-cancellable | operating leases |
31.12.23 | 1.1.23 |
£ | £ |
Within one year |
Between one and five years |
In more than five years |
CAMERONS BREWERY LIMITED (REGISTERED NUMBER: 03571101) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 2 JANUARY 2023 TO 31 DECEMBER 2023 |
22. | SECURED DEBTS |
The following secured debts are included within creditors: |
Group | Company |
31.12.23 | 1.1.23 | 31.12.23 | 1.1.23 |
£ | £ | £ | £ |
Bank overdraft | - | 219,562 |
Bank loans | 25,497,000 | 32,752,000 |
Hire purchase contracts | 859,599 | 935,286 | 859,599 | 935,286 |
Other creditors | - | 2,886,035 | 2,460,602 | 2,886,035 |
26,356,599 | 36,792,883 |
The following security has been given on the bank current account and bank loans in favour of the HSBC Bank Plc:- |
(i) Fixed and floating charges exist dated 29 December 2015 over all licensed premises and a legal charge on the brewery. (ii) Fixed and floating charge and negative pledge exists dated 6th July 2016 in favour of HSBC Bank Plc, secured against all land and intellectual property. |
A Composite Company Limited Multilateral Guarantee exists dated 29 December 2015 given by Camerons Brewery Limited and it's subsidiary undertaking The Head of Steam Limited. |
A mortgage charge exists in favour of HSBC Bank Plc dated 7th March 2018 incorporating a fixed charge and negative pledge over the following leasehold land and buildings: The Midnight Bell, 101 Water Lane, Leeds. |
A mortgage charge exists in favour of HSBC Bank Plc dated 7th June 2017 incorporating a fixed charge and negative pledge over the following leasehold land and buildings: The Duke of York, 3-4 and 4A Kings Square, York. |
A mortgage charge exists in favour of HSBC Bank Plc dated 1st August 2016 incorporating a fixed charge and negative pledge over the following leasehold land and buildings: The Brewery Tap, 18-24 New Station Street, Leeds. |
A mortgage charge exists in favour of HSBC Bank Plc dated 13th December 2016 incorporating a fixed charge and negative pledge over the following leasehold land and buildings: The Lamb & Flag, 1 Church Row, Leeds. The Eagle & Child, 9-11 High Petergate, York. The Crowd of Favours, 4-12 Harper Street, Leeds and The White Swan, Swan Street, Leeds. |
A fixed charge and negative pledge exists in favour of HSBC Plc secured against The Station Buildings, Huddersfield; 2 Neville Street, Newcastle upon Tyne; and 3 Reform Place, Durham. Created on 29 December 2015. |
A fixed charge and negative pledge exists in favour of HSBC Plc secured against Units 3&4, Fairfax House, Cardiff. Created on 3 August 2018. |
A fixed charge and negative pledge exists in favour of HSBC Plc secured over land transferred in part on 26 March 2024. Created on 26 March 2024. |
All loans are secured against the freehold property and leasehold assets of the company. |
Also included within other creditors is an invoice finance advance which is secured against selected brewing customers. |
CAMERONS BREWERY LIMITED (REGISTERED NUMBER: 03571101) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 2 JANUARY 2023 TO 31 DECEMBER 2023 |
Amounts due under finance leases and hire purchase contracts are secured on the related assets. |
23. | PROVISIONS FOR LIABILITIES |
Group | Company |
31.12.23 | 1.1.23 | 31.12.23 | 1.1.23 |
£ | £ | £ | £ |
Deferred tax |
Accelerated capital allowances | 4,300,925 | 2,638,879 |
Tax losses carried forward | (3,249,552 | ) | (1,676,135 | ) | ( |
) | ( |
) |
Other timing differences | (140,033 | ) | 167,718 | (140,033 | ) | 167,718 |
911,340 | 1,130,462 | 1,291,248 | 1,449,750 |
Group |
Deferred |
tax |
£ |
Balance at 2 January 2023 | 1,130,462 |
Provided during period | (219,122 | ) |
Balance at 31 December 2023 | 911,340 |
Company |
Deferred |
tax |
£ |
Balance at 2 January 2023 |
Provided during period |
Deferred tax on taxable losses |
Deferred tax charge in OCI for | (320,507 | ) |
Balance at 31 December 2023 |
24. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 31.12.23 | 1.1.23 |
value: | £ | £ |
Ordinary | £1 | 126,426 | 126,426 |
Ordinary Non-voting | £1 | 39,924 | 39,924 |
166,350 | 166,350 |
CAMERONS BREWERY LIMITED (REGISTERED NUMBER: 03571101) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 2 JANUARY 2023 TO 31 DECEMBER 2023 |
24. | CALLED UP SHARE CAPITAL - continued |
The Equity Shares shall, save as expressly set out in the Articles of Association, rank pari passu as if the Ordinary Shares and the Non-voting Shares constituted one class of share. |
The rights of the preference shares are as follows: - |
(i) In priority to any rights of the holders of any other issued shares in the capital of the company and before the setting aside of the appropriation of profit for any other purpose, whether or not formally declared, the right to a cumulative preferential dividend out of profits after tax equal to 10% per annum of the aggregate of the capital and any premium for the time being paid up thereon to be calculated and paid in cash on 22 June and 22 December in each year. |
(ii) No recommendation or resolution of the directors or the company is required for payment of the preferential dividend. |
(iii) If on the relevant payment date the company cannot comply with the provisions of the Act relating to distributions or does not pay the preferential dividend, the preferential dividend shall become a debt due to the holders payable forthwith on the first date on which the company shall become able to comply together with the additional dividend on the arrears of the preferential dividend at the said rate of ten percent per annum compounded every six months from the original date due for payment until the date of actual payment and such payment shall be in priority to any other preferential dividend or redemption of the Preference shares. |
(iv) The right on winding-up or other return of capital to repayment, in priority to any payment to the holders of any other shares in the capital of the company, of : - |
- any arrears or accruals of the preferential dividend, whether or not declared or earned, calculated down to the date of payment; |
- the capital and any premium paid up on the Preference shares. |
(v) The right to receive notice of and to attend and speak at every general meeting of the company but no right to vote. |
25. | RESERVES |
Group |
Capital |
Retained | Share | Revaluation | redemption |
earnings | premium | reserve | reserve | Totals |
£ | £ | £ | £ | £ |
At 2 January 2023 | (5,417,192 | ) | 8,318 | 6,069,622 | 127,651 | 788,399 |
Deficit for the period | (496,256 | ) | (496,256 | ) |
Deferred tax on revaluation |
reserve | - | - | 167,920 | - | 167,920 |
At 31 December 2023 | (5,913,448 | ) | 8,318 | 6,237,542 | 127,651 | 460,063 |
Company |
Capital |
Retained | Share | Revaluation | redemption |
earnings | premium | reserve | reserve | Totals |
£ | £ | £ | £ | £ |
At 2 January 2023 | ( |
) | 2,306,141 |
Deficit for the period | ( |
) | ( |
) |
Deferred tax on revaluation |
reserve | - | - | 167,920 | - | 167,920 |
At 31 December 2023 | ( |
) | 1,902,715 |
CAMERONS BREWERY LIMITED (REGISTERED NUMBER: 03571101) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE PERIOD 2 JANUARY 2023 TO 31 DECEMBER 2023 |
25. | RESERVES - continued |
Share premium account - This reserve records the amount above the nominal value received for shares sold, less transaction costs. |
Revaluation reserve - This reserve records the value of asset revaluations and fair value movements on assets recognised in other comprehensive income. The revaluation reserve arose on the revaluation of certain fixed assets on transition to FRS 102 and includes the associated deferred tax of £nil (01.01.2023: £167,920). Amounts representing the equivalent depreciation and deferred tax are transferred to retained earnings each year. |
Capital redemption reserve - This reserve records the nominal value of shares repurchased by the company. |
Profit and loss account - This reserve records retained earnings and accumulated losses. |
26. | RELATED PARTY DISCLOSURES |
The key personnel of the Group and Company are the directors. Directors' remuneration is disclosed in note 6 of the financial statements. |
Ramscove Limited, a connected company |
31.12.23 | 1.1.23 |
£ | £ |
Transactions in the year | 377,128 | 430,499 |
Clive Owen & Co LLP, a connected company |
31.12.23 | 1.1.23 |
£ | £ |
Transactions in the year | 1,003 | 837 |
27. | POST BALANCE SHEET EVENTS |
The business is very pleased to confirm that a successful refinancing of its debts was completed on 23 October 2024. As a consequence, some £11.2m of debt has been written off and facilities of £15.0m have been extended to Dec 2026, this forms a secure firm and certain platform, and growth can now therefore be accelerated |
28. | ULTIMATE CONTROLLING PARTY |
The controlling party is D J Soley. |