POTTER'S_WASTE_MANAGEMENT - Accounts
POTTER'S_WASTE_MANAGEMENT - Accounts
The director presents the strategic report for the year ended 30 April 2019.
During the year the group extended the geographic area that its waste management solutions covered with the acquisition of a strategically placed site in the Midlands, to build on the existing operations carried out throughout Wales. The group continues to invest in plant and equipment to improve operational productivity and to increase the range of waste management solutions provided.
The group operates within the waste management industry which is subject to strict environmental and health and safety legislation. The group's management develop systems and policies to ensure compliance with all relevant regulations and to continue to meet these standards which are subject to continuous revision.
The group operations involve both public sector contracts and services to both industrial and commercial customers. Public service contracts may be subject to periodic competitive tender and the group's management had put in place a tender approval procedure to ensure all risks are properly considered.
The group's management recognise the liquidity risk to the group and utilise short and long term cash flow projections to review this, and are confident that they have sufficient banking and financing facilities in place to meet the group's working capital requirement and sufficient funds are available for existing operations and planned expansions.
The potential impact of Brexit has been considered and the directors are of the opinion that there will be no significant impact on the group during the exit of the United Kingdom from the EU.
On behalf of the board
The director presents his annual report and financial statements for the year ended 30 April 2019.
The director who held office during the year and up to the date of signature of the financial statements was as follows:
The results for the year are set out on page 7.
No ordinary dividends were paid. The director does not recommend payment of a further dividend.
McLintocks (NW) Limited were appointed as auditor to the group and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.
select suitable accounting policies and then apply them consistently; make judgements and accounting estimates that are reasonable and prudent; state whether applicable UK 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.
In our opinion the financial statements:
give a true and fair view of the state of the group's and the parent company's affairs as at 30 April 2019 and of the group's profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where:
the director's use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or
the director has not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the group's or the parent company’s ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.
Other information
The director is responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report 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 there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the director's report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report and the director's report.
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.
As explained more fully in the director's responsibilities statement, the director is 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 director determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the director is 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 director either intends to liquidate the group or the parent company or to cease operations, or has no realistic alternative but to do so.
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £24,318 (2018 - £20,820 profit).
Potter's Waste Management Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Potter House, Henfaes Lane, Welshpool, Powys, SY21 7BE.
The group consists of Potter's Waste Management Limited and all of its subsidiaries.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.
The consolidated financial statements incorporate those of Potter's Waste Management Limited and all of its subsidiaries (ie entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits). Subsidiaries acquired during the year are consolidated using the purchase method. Their results are incorporated from the date that control passes.
All financial statements are made up to 30 April 2019. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
At the time of approving the financial statements, the director has a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the director continues to adopt the going concern basis of accounting in preparing the financial statements.
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the company, and the revenue can be reliably measured once the goods or services are provided to the customer. Income from waste disposal is recognised at the point of disposal. Income from landfill activities include landfill tax at the prevailing rate. Turnover is measured at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes with the exception of landfill tax.
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
Certain capital additions and disposals have been accounted for on a component basis where appropriate.
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.
Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.
In the parent company financial statements, investments in associates are accounted for at cost less impairment.
Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
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 group after deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value though profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
Provisions are in place for environmental and landfill costs, these include provisions associated with the closure and post closure of the landfill site. The company estimates its total future requirements for closure costs and post closure monitoring and maintenance of the site after the anticipated closure.
A provision is made for the final capping, inspection, monitoring, operating and maintenance costs to be incurred during the period after which the site closes.
Post closure provisions have been shown at net present value. The current cost estimate has been inflated at 2% (2018: 2.5%) and discounted by 4.85% (2018: 5.1%). The unwinding of the discount element is shown in the financial statements as a financial item.
The company provides for full closure costs as the voidspace is used. In accordance with FRS 102 Section 21, full provision has been made for the company's minimum unavoidable costs.
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation are included in the profit and loss account for the period.
In the application of the group’s accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
All turnover arose within the United Kingdom.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
Key management personnel are the directors of the company.
Investment income includes the following:
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
There are a number of expenditure reclassifications in the period. This is to align the profit and loss analysis across the group.
The total net book value of assets under finance is £3,880,272 (2018: £4,019,495).
The fair value of the investment property has been arrived at on the basis of a valuation carried out by Towler Shaw Roberts, Chartered Surveyors, who are not connected with the company. The valuation was made on an open market value basis on 30 April 2019 by reference to market evidence of transaction prices for similar properties.
Details of the company's subsidiaries at 30 April 2019 are as follows:
Registered office addresses (all UK unless otherwise indicated):
Bank loans are secured by way of first legal mortgage over freehold properties, debentures comprising fixed and floating charges over the company assets and cross company guarantees with group companies.
Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 3 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.
Provision has been made for the capping, leachate disposal, closure and post closure costs in relation to the landfill site restoration and maintenance in accordance with the accounting policy set out in note 1.15. The company expects these costs to be incurred over the next 46 years for Sundorne Products (Llanidloes) Limited, 51 years for Resources Management U.K. Limited and 46 years for Potters (Midlands) Limited.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
The deferred tax asset set out above is expected to reverse within 12 months and relates to the utilisation of tax losses against future expected profits of the same period. The deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
G F Potter is a partnership controlled by Mr J Potter. During the year the group provided services and recharged costs and loan repayments to G F Potter amounting to £1,580,151 (2018: £1,149,226) and made purchases from G F Potter which totalled £649,300 (2018: £484,263). At 30 April 2019 G F Potter owed the group £1,069,494 (2018: £2,060,309).
In prior years the group has made loans to Potter Aviation Limited of which Mr J Potter is the sole director and shareholder. At 30 April 2019 the group was owed £93,785 (2018: £93,785). No interest is charged.
GF and JE Potter Garages Limited (of which Mr J Potter is a director), owed the group £nil (2018: £85,019) and was owed by the group £110,273 (2018: 193,731) which was included in trade creditors at the 30 April 2019. During the year the group made purchases of £1,457 (2018: £101,710).
Mr J Potter is a sole director and shareholder of Potters GCL Limited who have been granted a loan from the group. At 30 April 2019 the balance owed from Potters GCL Limited was £152,236 (2018: £152,263). No interest is charged on the loan.
During the year the group made loans to ME Potter Farms Ltd of which Mr J Potter is a director. At 30 April 2019 the group was owed £295,231 (2018: £295,231). No interest is charged on this balance.
Mr J Potter is a director of Potter Properties Ltd who have been granted a loan from the group. At 30 April 2019 the group was owed £403,689 (2018: £417,685). No interest is charged on the loan.
Gwynt Cymru Limited is a 100% subsidiary of Potters GCL limited, of which Mr J Potter and Miss D Potter are directors and Mr J Potter is a controlling shareholder. During the year the group made purchases of £60,000 (2018: £47,500). During the year the company made sales and recharges to Gwynt Cymru Limited totalling £130,000 (2018: £108,103). At 30 April 2019 Gwynt Cymru Limited owed the group £1,393,421 (2018: £1,969,813). No interest is charged on this balance.
During the year the group maintained a loan account with Gwynt Cymru Limited, a company which Mr J Potter and Miss D Potter are directors. At 30 April 2019 Gwynt Cymru Limited owed the group £150,000 (2018: £150,000).
During the year the group made purchases of £460 (2018: £14,480) from Powys Ready Mixed Concrete Company Limited, of which Mr J Potter is a director. At 30th April 2019 the group owed Powys Ready Mixed Concrete Company Limited £nil (2018: £nil).
Mr J Potter is a director of The Fox Complex Limited who has been granted a loan from the company. During the year the group made sales to The Fox Complex Limited totalling £223 (2018: £nil) and the group made payments of £107,635 (2018: £nil) on behalf of The Fox Complex Limited. At 30 April 2019 the balance owed from The Fox Complex Limited was £12,033 (2018: £nil). No interest is charged on the loan.
Mr J Potter is a director of James & Jean Potter Limited. During the year the group made sales of £18,113 (2018: £nil). At 30 April 2019 James & Jean Potter Limited owed the group £49,997 (2018: £nil).
James & Jean Potter is a partnership, of which Mr J Potter is a partner. During the year the group made purchases from James & Jean Potter which totalled £176,625 (2018: £nil). At 30 April 2019 James & Jean Potter owed the group £1,050 (2018: £nil).
Enersyst Power Systems Limited is a subsidiary of Potter Environmental Limited which Mr J Potter is the sole shareholder. At 30 April 2019 Enersyst Limited owed the group £9,834 (2018: £nil). No interest is charged on this balance.
During the year, Mr J Potter advanced monies of £233,091 and repaid monies of £671,447. At 30 April 2019 Mr J Potter owed the group £291,443 (2018: £729,799).
No interest is charged on amounts owed between subsidiary companies.
Beneficial loan interest of £53,301 has been charged based on the official interest rate of 2.5%.
The ultimate controlling party is considered to be Mr J Potter, as a result of controlling 100% of the issued share capital of the parent company.
The comparative figures have removed the revaluation of investment property net of deferred tax in Sundorne Products (Llanidloes) Limited from other comprehensive income to the profit and loss.