WILMSLOW_V.E._LIMITED - Accounts
WILMSLOW_V.E._LIMITED - Accounts
Company Registration No. 06324853 (England and Wales)
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
CONTENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
Page
Company information
1
Strategic report
2 - 3
Directors' report
4 - 5
Independent auditors' report
6 - 7
Profit and loss account
8
Balance sheet
9
Cash flow statement
10
Notes to the financial statements
11 - 19
COMPANY INFORMATION
FOR THE YEAR ENDED 31 DECEMBER 2014
- 1 -
Directors
Company Secretary
Company number
Registered office
Mere Way
Ruddington Fields Business Park
Ruddington
Nottingham
Nottinghamshire
NG11 6NZ
Independent Auditors
Solicitors
Shakespeares Legal LLP
20 New Walk
Leicester
LE1 6TX
Geldards LLP
The Arc
Enterprise Way
Nottingham
NG2 1BN
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2014
- 2 -
The directors present their strategic report on the company for the year ended 31 December 2014.
Principal activities and review of the business
The company's principal activity during the year was the provision of optical goods and services. No change is planned to these activities.
Business environment
The United Kingdom optical market (including ophthalmic sales and professional services) has shown modest value growth at 2% over the last year, and is valued at approximately £3.1 billion. The growth was capped by hesitant consumer confidence and price cutting despite favourable demographics. Vision Express is one of three major operators in the industry, which in total account for around 59% of the marketplace value.
Within this market, the Vision Express brand differentiates itself from its competitors by taking the time with our customers to understand their individual needs, and offering the best designer product range, at competitive prices, with a passion for unparalleled individual customer service.
Within this market, the Vision Express brand differentiates itself from its competitors by taking the time with our customers to understand their individual needs, and offering the best designer product range, at competitive prices, with a passion for unparalleled individual customer service.
Strategy
The company's primary objective is to achieve attractive and sustainable rates of growth and returns, via its strategy of providing the best individual optical care, being with our customers every step of the way, delivering service and quality at a fair price.
The key elements to the company's strategy for future growth and profitability are:
- Delivering the best optical care through our people for every customer, every day.
- Retention of existing customers, and acquisition of new customers, through direct marketing, rewards online and brand advertising.
- Investments in our employees, to attract, develop, engage and retain the best people.
- A focus on ensuring we have an excellent and innovative product offer including a wide range of designer frames.
The key elements to the company's strategy for future growth and profitability are:
- Delivering the best optical care through our people for every customer, every day.
- Retention of existing customers, and acquisition of new customers, through direct marketing, rewards online and brand advertising.
- Investments in our employees, to attract, develop, engage and retain the best people.
- A focus on ensuring we have an excellent and innovative product offer including a wide range of designer frames.
Future outlook
The company continues to invest in its services and its people with no planned change to its current activities. It will continue to seek opportunities to grow its customer base and remains confident that it will continue to generate satisfactory returns for the foreseeable future.
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2014
- 3 -
Principal risks and uncertainties
The key business risks affecting the company are set out below:
Supply chain
The company sources its products from companies within and external to the group, both nationally and internationally. The company is therefore exposed to potential supply chain disruptions due to a number of factors including delays and losses of inventory in transit. The company mitigates its risk through effective supplier selection and procurement practices across multiple suppliers, supplemented by appropriate insurance coverage.
Business interruption
The company has a risk associated with potential interruption to business in the store. This risk is mitigated through an effective disaster recovery plan, supplemented by appropriate insurance coverage.
National and global economic trading conditions
The overall performance of the company is dependent, to some degree, upon the overall national economy, although balanced by the fundamental need of customers for optical care and services. The risk of continuous difficult economic trading conditions is partly mitigated by continued management focus and tactical change to deliver services and products in line with the customers changing needs, driving competitive advantage.
Regulatory changes
The overall performance of the company is dependent upon any future regulatory changes which may be imposed by either HMRC or other Government or Regulatory bodies.
Supply chain
The company sources its products from companies within and external to the group, both nationally and internationally. The company is therefore exposed to potential supply chain disruptions due to a number of factors including delays and losses of inventory in transit. The company mitigates its risk through effective supplier selection and procurement practices across multiple suppliers, supplemented by appropriate insurance coverage.
Business interruption
The company has a risk associated with potential interruption to business in the store. This risk is mitigated through an effective disaster recovery plan, supplemented by appropriate insurance coverage.
National and global economic trading conditions
The overall performance of the company is dependent, to some degree, upon the overall national economy, although balanced by the fundamental need of customers for optical care and services. The risk of continuous difficult economic trading conditions is partly mitigated by continued management focus and tactical change to deliver services and products in line with the customers changing needs, driving competitive advantage.
Regulatory changes
The overall performance of the company is dependent upon any future regulatory changes which may be imposed by either HMRC or other Government or Regulatory bodies.
Property occupancy costs
As a high street retailer, the occupancy costs, particularly rent, is a significant cost to the business. Where applicable the company continues to negotiate rent reviews that are appropriate in the current economic climate in order to mitigate risks.
Key performance indicators (KPI's)
Given the straight forward nature of the business the company's directors are of the opinion that analysis of KPI's is not necessary for an understanding of the development, performance or position of the business.
On behalf of the board
Simon Hope
Director
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2014
- 4 -
The directors present their report and financial statements for the year ended 31 December 2014.
Results and dividends
The results for the year are set out on page 8.
There were no dividends paid during the year (2013 - £nil).
Directors
The following directors have held office since 1 January 2014:
(Resigned 11 March 2015)
(Appointed 11 March 2015)
Auditors
A resolution to reappoint UHY Hacker Young as auditors to the company will be proposed at the Annual General Meeting.
Statement of directors' responsibilities
The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
- select suitable accounting policies and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- 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.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
- select suitable accounting policies and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- 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.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2014
- 5 -
Statement of disclosure to auditors
On behalf of the board
Simon Hope
Director
INDEPENDENT AUDITORS' REPORT
TO THE MEMBERS OF WILMSLOW V.E. LIMITED
- 6 -
We have audited the financial statements of Wilmslow V.E. Limited for the year ended 31 December 2014 set out on pages 8 to 19. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).
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 auditors' 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.
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 auditors' 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.
Respective responsibilities of directors and auditors
As explained more fully in the Statement of Directors' Responsibilities set out in the Directors' Report, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors.
Scope of the audit of the financial statements
A description of the scope of an audit of financial statements is provided on the APB's web-site at www.frc.org.uk/apb/scope/private.cfm.
Opinion on financial statements
-
give a true and fair view of the state of the company's affairs as at 31 December 2014 and of its 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.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements.
INDEPENDENT AUDITORS' REPORT (CONTINUED)
TO THE MEMBERS OF WILMSLOW V.E. LIMITED
- 7 -
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
-
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
-
the financial statements are not in agreement with the accounting records and returns; or
-
certain disclosures of directors' remuneration specified by law are not made; or
-
we have not received all the information and explanations we require for our audit.
for and on behalf of UHY Hacker Young
Chartered Accountants
Statutory Auditor
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2014
- 8 -
2014
2013
Notes
£000
£000
Turnover
2
Cost of sales
(176 )
(171 )
Gross profit
Administrative expenses
(420 )
(416 )
Profit on ordinary activities before taxation
5
Tax on profit on ordinary activities
6
-
-
Profit for the year
12
There were no recognised gains or losses in either the current or preceding year other than those disclosed in the profit and loss account, and therefore no separate statement of total recognised gains and losses has been presented.
All results derive from continuing operations.
There are no material differences between the profit/(loss) on ordinary activities before taxation and the profit/(loss) for the financial years stated above and their historical cost equivalents.
BALANCE SHEET
AS AT
31 DECEMBER 2014
- 9 -
2014
2013
Notes
£000
£000
£000
£000
Fixed assets
Tangible assets
7
Current assets
Stocks
8
Debtors
9
Creditors: amounts falling due within one year
10
(399 )
(427 )
Net current liabilities
(302 )
(324 )
Total assets less current liabilities
(219 )
(230 )
Capital and reserves
Called up share capital
11
-
-
Profit and loss account
12
(219 )
(230 )
Shareholders' deficit
13
(219 )
(230 )
Approved by the Board and authorised for issue on 28 September 2015
Director
Company Registration No. 06324853
CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2014
- 10 -
2014
2013
Notes
£000
£000
£000
£000
Net cash inflow from operating activities
14
39
69
Capital expenditure
Payments to acquire tangible assets
(14)
(3)
Net cash outflow for capital expenditure
(14)
(3)
Net cash inflow before management of liquid resources and financing
Financing
Capital element of finance lease contracts
-
(11)
Net cash outflow from financing
-
(11)
Increase in cash in the year
15
25
55
As discussed in note 1, Abbeyfield V.E. Limited acts as the Company's bankers.
The increase in cash in the year is represented within the movement in amounts owed to the controlling party as disclosed in creditors.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
- 11 -
1
Accounting policies
1.1
Basis of preparation
The financial statements have been prepared in accordance with the Companies Act 2006 and applicable UK accounting and financial reporting standards. A summary of the more important accounting policies, which have been applied consistently throughout the year, is set out below.
These financial statements have been prepared on the going concern basis and under the historical cost convention.
These financial statements have been prepared on the going concern basis and under the historical cost convention.
1.2
Going concern
Despite having net liabilities at the year end, the accounts have been prepared on the going concern basis on the grounds that the directors have confirmed their continued support for at least 12 months following the date of approval of the accounts.
1.3
Turnover
1.4
Tangible fixed assets and depreciation
Leasehold improvements
Fixtures, fittings & equipment
1.5
Leasing
Rentals payable under operating leases are charged against income on a straight line basis over the lease term.
1.6
Stocks
Stocks are valued at the lower of cost and net realisable value.
1.7
Pensions
The company operates a defined contribution scheme for the benefit of its employees. Contributions payable are charged to the profit and loss account in the year they are payable.
1.8
Deferred taxation
Deferred taxation is provided in full in respect of taxation deferred by timing differences between the treatment of certain items for taxation and accounting purposes. The deferred tax balance has not been discounted. Any deferred tax asset is recognised to the extent that it is regarded as recoverable.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2014
- 12 -
1
Accounting policies
(Continued)
1.9
Premiums, reverse premiums and similar incentives
Rent free premiums on property leases are held on the balance sheet as accruals and deferred income and are released to the profit and loss account on a straight line basis over the period to the review date on which the rent is first expected to be adjusted to the prevailing market rate.
1.10
Provisions
Provisions are recognised when:
- the company has a present legal or constructive obligation as a result of past events;
- it is more likely than not that an outflow of resources will be required to settle the obligation; and
- the amount can be reliably estimated.
If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.
- the company has a present legal or constructive obligation as a result of past events;
- it is more likely than not that an outflow of resources will be required to settle the obligation; and
- the amount can be reliably estimated.
If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.
1.11
Banking arrangements
Abbeyfield V.E. Limited, the controlling party, has control over the company's banking arrangements and hence the company's cash balance is included in amounts owed by/(to) controlling party.
2
Turnover
The total turnover of the company for the year has been derived from its principal activity wholly undertaken in the United Kingdom.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2014
- 13 -
3
Employees
Number of employees
The average monthly number of employees (including directors) during the year was:
2014
2013
Number
Number
Management
1
1
Store retail
3
3
Opticians
1
1
5
5
Employment costs (including directors)
2014
2013
£000
£000
Wages and salaries
Social security costs
Other pension costs
4
Directors' emoluments
2014
2013
£000
£000
Emoluments for qualifying services
Company pension contributions to money purchase schemes
71
73
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2013 - 1).
5
Operating profit
2014
2013
£000
£000
Operating profit is stated after charging:
Depreciation of tangible assets
Operating lease rentals
62
62
Auditors' remuneration
1
1
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2014
- 14 -
6
Taxation
2014
2013
£000
£000
Tax on profit on ordinary activities
-
-
Factors affecting the tax charge for the year
Profit on ordinary activities before taxation
Profit on ordinary activities before taxation multiplied by standard rate of UK corporation tax of 21.50% (2013 - 23.25%)
-
Effects of:
Expenses not included for tax purposes
1
1
Accelerated capital allowances
-
Utilisation of tax losses brought forward
(4 )
(3 )
Other tax adjustments
1
1
(2)
-
Current tax charge for the year
-
-
The company has estimated losses of £ 173,000 (2013 - £ 191,000) available for carry forward against future trading profits.
The main rate of corporation tax in the United Kingdom reduced from 23% to 21% effective from 1 April 2014. The Finance Act 2013 also included legislation to reduce the rate to 20% from 1 April 2015. As these changes had been substantively enacted at 31 December 2014, the deferred tax balances have been re-measured at 20%.
On the basis of these financial statements no provision has been made for corporation tax.
On the basis of these financial statements no provision has been made for corporation tax.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2014
- 15 -
7
Tangible fixed assets
Leasehold imp'ments
Fixtures, fittings & equipment
Total
£000
£000
£000
Cost
At 1 January 2014
Additions
At 31 December 2014
Depreciation
At 1 January 2014
Charge for the year
At 31 December 2014
Net book value
At 31 December 2014
At 31 December 2013
8
Stocks
2014
2013
£000
£000
Finished goods and goods for resale
9
Debtors
2014
2013
£000
£000
Trade debtors
Other debtors
Prepayments and accrued income
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2014
- 16 -
10
Creditors: amounts falling due within one year
2014
2013
£000
£000
Trade creditors
Amounts owed to controlling party
240
265
Taxes and social security costs
Other creditors
Accruals and deferred income
Included in other creditors is £80,000 (2013 - £80,000) due to two of the directors of the company. This unsecured loan is non-interest bearing and repayable on demand in or after the first the year the company becomes cash positive.
Included in amounts owed to controlling party is £15,000 (2013 - £15,000) due to Abbeyfield V.E. Limited. This unsecured loan is interest bearing at 0.5% base + 2.5% premium and is repayable in or after the first year the company becomes cash positive.
Included in amounts owed to controlling party is £15,000 (2013 - £15,000) due to Abbeyfield V.E. Limited. This unsecured loan is interest bearing at 0.5% base + 2.5% premium and is repayable in or after the first year the company becomes cash positive.
11
Share capital
2014
2013
£
£
Authorised, allotted, called up and fully paid
50 'A' Ordinary shares of £1 each
50
50
50 'B' Ordinary shares of £1 each
50
50
100
100
Both the 'A' and 'B' ordinary shares have voting rights.
The 'B' ordinary shares entitle the holders to appoint a 'B' director who will be chairman of all board and members' meetings.
The 'A' ordinary shares entitle the holders to receive a dividend.
On a winding up the 'A' and 'B' ordinary shares rank pari passu.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2014
- 17 -
12
Statement of movements on profit and loss account
Profit and loss
account
account
£000
Balance at 1 January 2014
(230 )
Profit for the year
Balance at 31 December 2014
(219 )
13
Reconciliation of movements in shareholders' funds/(deficit)
2014
2013
£000
£000
Profit for the financial year
Opening shareholders' deficit
(230 )
(231 )
Closing shareholders' deficit
(219 )
(230 )
14
Reconciliation of operating profit to net cash inflow from operating activities
2014
2013
£000
£000
Operating profit
Depreciation of tangible assets
25
24
Decrease in stocks
2
-
Decrease in debtors
4
9
(Decrease)/increase in creditors within one year
(3)
35
Net cash inflow from operating activities
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2014
- 18 -
15
Analysis of net funds/(debt)
1 January 2014
Cash flow
Other non-cash changes
31 December 2014
£000
£000
£000
£000
Amounts owed by/(to) controlling party
(245)
25
-
(220)
(245)
25
-
(220)
Debt:
Debts falling due within one year
(95)
-
-
(95)
Net funds/(debt)
(340)
25
-
(315)
16
Financial commitments
At 31 December 2014 the company was committed to making the following payments under non-cancellable operating leases in the year to 31 December 2015:
Land and buildings
2014
2013
£000
£000
Operating leases which expire:
Within five years
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2014
- 19 -
17
Related party transactions
During the year, the company entered into transactions with other members of the Vision Express (UK) Limited group and Abbeyfield V.E. Limited, the controlling party. Abbeyfield V.E. Limited is a wholly owned subsidiary of Vision Express (UK) Limited.
2014
2013
£000
£000
The value of the intercompany trading for the resale of stock items and the invoicing of service fees amounted to:
310
297
Property rent paid to Vision Express (UK) Limited amounted to:
62
62
At each respective year end the amounts listed below were owed by/(to) the company to/(by) the relevant party, as follows:
Vision Express (UK) Limited
24
29
Abbeyfield V.E. Limited
240
265
Vision Express (CLS) Limited
6
5
Vision Express Group Limited
3
3
Owed to Directors
80
80
18
Control
The company is controlled by Abbeyfield V.E. Limited, a company registered in the UK. A copy of their financial statements can be obtained from Mere Way, Ruddington Fields Business Park, Ruddington, Nottingham, Nottinghamshire, NG11 6NZ.
The ultimate parent and controlling party is HAL Trust, a trust under Bermuda Law. HAL Trust's financial statements are available to the public from Millennium Tower, Weena 696, 3012, CN Rotterdam, The Netherlands.
The ultimate parent and controlling party is HAL Trust, a trust under Bermuda Law. HAL Trust's financial statements are available to the public from Millennium Tower, Weena 696, 3012, CN Rotterdam, The Netherlands.