Wilsons Automobiles & Coachworks Limited - Limited company accounts 18.2
Wilsons Automobiles & Coachworks Limited - Limited company accounts 18.2
REGISTERED NUMBER: 00272743 (England and Wales) |
Group Strategic Report, Report of the Directors and |
Consolidated Financial Statements |
for the Year Ended 31st December 2018 |
for |
WILSONS AUTOMOBILES AND COACHWORKS |
LIMITED |
WILSONS AUTOMOBILES AND COACHWORKS |
LIMITED (REGISTERED NUMBER: 00272743) |
Contents of the Consolidated Financial Statements |
for the year ended 31st December 2018 |
Page |
Company Information | 1 |
Group Strategic Report | 2 |
Report of the Directors | 4 |
Report of the Independent Auditors | 6 |
Consolidated Statement of Comprehensive Income | 8 |
Consolidated Statement of Financial Position | 9 |
Company Statement of Financial Position | 10 |
Consolidated Statement of Changes in Equity | 11 |
Company Statement of Changes in Equity | 12 |
Consolidated Statement of Cash Flows | 13 |
Notes to the Consolidated Statement of Cash Flows | 14 |
Notes to the Consolidated Financial Statements | 15 |
WILSONS AUTOMOBILES AND COACHWORKS |
LIMITED |
Company Information |
for the year ended 31st December 2018 |
DIRECTORS: |
SECRETARY: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Chartered Accountants |
Registered Auditors |
Suffolk House |
George Street |
Croydon CR0 0YN |
WILSONS AUTOMOBILES AND COACHWORKS |
LIMITED (REGISTERED NUMBER: 00272743) |
Group Strategic Report |
for the year ended 31st December 2018 |
The directors present their strategic report of the company and the group for the year ended 31st December 2018. |
REVIEW OF BUSINESS |
Turnover levels across the industry have been in decline for consecutive record years for new vehicles, however used |
vehicles have remained stable. The company's performance was positive and reflected the industry trend, with |
turnover of just over £119 million (2017: £108m), and gross profit margin fell to 17.0% (2017 - 17.6%). The group's |
gross profit margin has reduced over the past 10 years from 23% in 2009 to 17.0% in 2018. Costs of parts and materials |
have continued to rise in recent years and the internet has now opened up a wider market for customers, which has |
ultimately increased competition, in both the new and used car market. |
As a result of all of the above, the profit before tax has decreased from £1,111k to £860k, with the net profit margin |
falling from 1.0% to 0.72%. |
At the end of the financial year the business remains in a strong financial position. Net assets are now £26.3m (2017: |
£25.7m) . |
The average number of employees during the year was 221 (2017 - 223). |
There were no environmental matters that need to be raised in this report. |
No distributions were made in the period as the business continued to reinvest profits to fund future growth. |
WILSONS AUTOMOBILES AND COACHWORKS |
LIMITED (REGISTERED NUMBER: 00272743) |
Group Strategic Report |
for the year ended 31st December 2018 |
PRINCIPAL RISKS AND UNCERTAINTIES |
The main risks and uncertainties associated with the group's operations are set out below: |
Financial instrument risks |
The group's financial instruments comprise cash, cash equivalents and bank borrowings, and risks here include interest |
rate risk, credit risk and to a lesser extent liquidity risk. |
General economic conditions |
The group's performance is influenced by general economic conditions, consumer confidence and credit availability. |
Restriction on the availability of retail credit could adversely affect the group's performance. Consumer confidence in |
the UK remains fragile as a result of wider economic conditions and therefore discretionary expenditure may be |
reduced by many customers, which would impact on the number and type of vehicles that will be sold in the year. |
Uncertainty regarding the UK's trade with the European Union following Brexit will also impact on consumers decision |
making. |
Manufacturers |
The group operates under a number of franchise agreements with automotive manufacturers and, to some extent, |
manufacturers exercise a degree of control over the operations of the group's franchises. Our franchise agreements |
could be terminated or not renewed for a variety of reasons. The success of individual franchises is also dependent on |
the reputation of the various manufacturers, particularly in relation marketing, design and build quality of their |
products. Significant deterioration in the reputation of any of the major manufacturers may have an impact on the |
performance of the group. Brexit also causes uncertainty regarding the trading relationships on which the group |
depends for the majority of the products it sells. |
The directors believe the group is as well placed as any in the industry to deal with these risks and uncertainties. |
ON BEHALF OF THE BOARD: |
WILSONS AUTOMOBILES AND COACHWORKS |
LIMITED (REGISTERED NUMBER: 00272743) |
Report of the Directors |
for the year ended 31st December 2018 |
The directors present their report with the financial statements of the company and the group for the year ended |
31st December 2018. |
PRINCIPAL ACTIVITY |
The principal activity of the group in the year under review was that of trading in the servicing, hiring and sales of |
motor vehicles. |
DIVIDENDS |
The directors do not recommend payment of a final dividend. |
EVENTS SINCE THE END OF THE YEAR |
Information relating to events since the end of the year is given in the notes to the financial statements. |
DIRECTORS |
The directors shown below have held office during the whole of the period from 1st January 2018 to the date of this |
report. |
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 or she ought to |
have taken as a director in order to make himself or herself aware of any relevant audit information and to establish |
that the group's auditors are aware of that information. |
WILSONS AUTOMOBILES AND COACHWORKS |
LIMITED (REGISTERED NUMBER: 00272743) |
Report of the Directors |
for the year ended 31st December 2018 |
AUDITORS |
The auditors, Simpson Wreford & Partners, will be proposed for re-appointment at the forthcoming Annual General |
Meeting. |
ON BEHALF OF THE BOARD: |
Report of the Independent Auditors to the Members of |
Wilsons Automobiles and Coachworks |
Limited |
Opinion |
We have audited the financial statements of Wilsons Automobiles and Coachworks Limited (the 'parent company') and |
its subsidiaries (the 'group') for the year ended 31st December 2018 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 31st December 2018 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 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 |
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 directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or |
- | the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the group'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 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 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 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. |
Report of the Independent Auditors to the Members of |
Wilsons Automobiles and Coachworks |
Limited |
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 four, 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. |
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. |
A further description of our responsibilities for the audit of the financial statements is located on the Financial |
Reporting Council's website at www.frc.org.uk/auditorsresponsibilities . This description forms part of our Report of |
the Auditors. |
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 |
Registered Auditors |
Suffolk House |
George Street |
Croydon CR0 0YN |
WILSONS AUTOMOBILES AND COACHWORKS |
LIMITED (REGISTERED NUMBER: 00272743) |
Consolidated Statement of Comprehensive Income |
for the year ended 31st December 2018 |
31.12.18 | 31.12.17 |
Notes | £ | £ |
REVENUE | 3 | 119,269,845 | 108,233,423 |
Cost of sales | 99,509,599 | 89,204,449 |
GROSS PROFIT | 19,760,246 | 19,028,974 |
Administrative expenses | 19,171,815 | 18,053,082 |
588,431 | 975,892 |
Other operating income | 323,156 | 142,916 |
OPERATING PROFIT | 5 | 911,587 | 1,118,808 |
Interest payable and similar expenses | 6 | 51,524 | 7,759 |
PROFIT BEFORE TAXATION | 860,063 | 1,111,049 |
Tax on profit | 7 | 232,730 | 236,651 |
PROFIT FOR THE FINANCIAL YEAR |
OTHER COMPREHENSIVE INCOME |
Excess depreciation on revalued amounts | 38,642 | 38,642 |
Revaluation |
Transfer to revaluation reserve | (38,642 | ) | (38,642 | ) |
Income tax relating to components of other comprehensive income |
- |
- |
OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX |
- |
- |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
627,333 |
874,398 |
Profit attributable to: |
Owners of the parent | 627,333 | 874,398 |
Total comprehensive income attributable to: |
Owners of the parent | 627,333 | 874,398 |
WILSONS AUTOMOBILES AND COACHWORKS |
LIMITED (REGISTERED NUMBER: 00272743) |
Consolidated Statement of Financial Position |
31st December 2018 |
31.12.18 | 31.12.17 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Property, plant and equipment | 9 | 14,927,527 | 12,585,546 |
Investments | 10 | 58,848 | 58,848 |
Investment property | 11 | 705,889 | 2,780,889 |
15,692,264 | 15,425,283 |
CURRENT ASSETS |
Inventories | 12 | 24,997,851 | 28,521,945 |
Debtors | 13 | 2,435,228 | 3,539,794 |
Cash at bank and in hand | 10,504 | 3,281 |
27,443,583 | 32,065,020 |
CREDITORS |
Amounts falling due within one year | 14 | 15,435,733 | 20,197,119 |
NET CURRENT ASSETS | 12,007,850 | 11,867,901 |
TOTAL ASSETS LESS CURRENT LIABILITIES | 27,700,114 | 27,293,184 |
CREDITORS |
Amounts falling due after more than one year |
15 |
(868,000 |
) |
(1,058,298 |
) |
PROVISIONS FOR LIABILITIES | 20 | (493,882 | ) | (523,987 | ) |
NET ASSETS | 26,338,232 | 25,710,899 |
CAPITAL AND RESERVES |
Called up share capital | 21 | 164,100 | 164,100 |
Share premium | 22 | 1,787,974 | 1,787,974 |
Revaluation reserve | 22 | 3,037,240 | 3,075,702 |
Capital redemption reserve | 22 | 105,370 | 105,370 |
Retained earnings | 22 | 21,243,548 | 20,577,753 |
SHAREHOLDERS' FUNDS | 26,338,232 | 25,710,899 |
The financial statements were approved by the Board of Directors on 22nd July 2019 and were signed on its behalf by: |
J Butler - Director |
WILSONS AUTOMOBILES AND COACHWORKS |
LIMITED (REGISTERED NUMBER: 00272743) |
Company Statement of Financial Position |
31st December 2018 |
31.12.18 | 31.12.17 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Property, plant and equipment | 9 |
Investments | 10 |
Investment property | 11 |
CURRENT ASSETS |
Inventories | 12 |
Debtors | 13 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 14 |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CREDITORS |
Amounts falling due after more than one year |
15 |
( |
) |
( |
) |
PROVISIONS FOR LIABILITIES | 20 | ( |
) | ( |
) |
NET ASSETS |
CAPITAL AND RESERVES |
Called up share capital | 21 |
Share premium | 22 |
Revaluation reserve | 22 |
Capital redemption reserve | 22 |
Retained earnings | 22 |
SHAREHOLDERS' FUNDS |
Company's profit for the financial year | 627,333 | 874,399 |
The financial statements were approved by the Board of Directors on |
WILSONS AUTOMOBILES AND COACHWORKS |
LIMITED (REGISTERED NUMBER: 00272743) |
Consolidated Statement of Changes in Equity |
for the year ended 31st December 2018 |
Called up |
share | Retained | Share |
capital | earnings | premium |
£ | £ | £ |
Balance at 1st January 2017 | 164,100 | 19,664,893 | 1,787,974 |
Changes in equity |
Total comprehensive income | - | 912,860 | - |
Balance at 31st December 2017 | 164,100 | 20,577,753 | 1,787,974 |
Changes in equity |
Total comprehensive income | - | 665,795 | - |
Balance at 31st December 2018 | 164,100 | 21,243,548 | 1,787,974 |
Capital |
Revaluation | redemption | Total |
reserve | reserve | equity |
£ | £ | £ |
Balance at 1st January 2017 | 3,114,164 | 105,370 | 24,836,501 |
Changes in equity |
Total comprehensive income | (38,462 | ) | - | 874,398 |
Balance at 31st December 2017 | 3,075,702 | 105,370 | 25,710,899 |
Changes in equity |
Total comprehensive income | (38,462 | ) | - | 627,333 |
Balance at 31st December 2018 | 3,037,240 | 105,370 | 26,338,232 |
WILSONS AUTOMOBILES AND COACHWORKS |
LIMITED (REGISTERED NUMBER: 00272743) |
Company Statement of Changes in Equity |
for the year ended 31st December 2018 |
Called up |
share | Retained | Share |
capital | earnings | premium |
£ | £ | £ |
Balance at 1st January 2017 |
Changes in equity |
Total comprehensive income | - | 912,861 | - |
Balance at 31st December 2017 |
Changes in equity |
Total comprehensive income | - | - |
Balance at 31st December 2018 |
Capital |
Revaluation | redemption | Total |
reserve | reserve | equity |
£ | £ | £ |
Balance at 1st January 2017 |
Changes in equity |
Total comprehensive income | ( |
) | 874,399 |
Balance at 31st December 2017 |
Changes in equity |
Total comprehensive income | ( |
) |
Balance at 31st December 2018 |
WILSONS AUTOMOBILES AND COACHWORKS |
LIMITED (REGISTERED NUMBER: 00272743) |
Consolidated Statement of Cash Flows |
for the year ended 31st December 2018 |
31.12.18 | 31.12.17 |
Notes | £ | £ |
Cash flows from operating activities |
Cash generated from operations | 1 | 319,243 | 1,474,929 |
Interest paid | (51,524 | ) | (7,759 | ) |
Tax paid | (310,829 | ) | (639,298 | ) |
Net cash from operating activities | (43,110 | ) | 827,872 |
Cash flows from investing activities |
Purchase of tangible fixed assets | (829,772 | ) | (2,408,674 | ) |
Net cash from investing activities | (829,772 | ) | (2,408,674 | ) |
Cash flows from financing activities |
New loans in year | - | 1,092,000 |
Loan repayments in year | (112,000 | ) | - |
Other Loan repayments in the year | (250,000 | ) | - |
Amount introduced by directors | 1,824,381 | 216,065 |
Amount withdrawn by directors | (936 | ) | (15,670 | ) |
Net cash from financing activities | 1,461,445 | 1,292,395 |
Increase/(decrease) in cash and cash equivalents | 588,563 | (288,407 | ) |
Cash and cash equivalents at beginning of year |
2 |
(1,328,173 |
) |
(1,039,766 |
) |
Cash and cash equivalents at end of year | 2 | (739,610 | ) | (1,328,173 | ) |
WILSONS AUTOMOBILES AND COACHWORKS |
LIMITED (REGISTERED NUMBER: 00272743) |
Notes to the Consolidated Statement of Cash Flows |
for the year ended 31st December 2018 |
1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
31.12.18 | 31.12.17 |
£ | £ |
Profit before taxation | 860,063 | 1,111,049 |
Depreciation charges | 562,791 | 524,740 |
Finance costs | 51,524 | 7,759 |
1,474,378 | 1,643,548 |
Decrease/(increase) in inventories | 3,524,094 | (7,614,580 | ) |
Decrease/(increase) in trade and other debtors | 1,148,775 | (576,740 | ) |
(Decrease)/increase in trade and other creditors | (5,828,004 | ) | 8,022,701 |
Cash generated from operations | 319,243 | 1,474,929 |
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: |
Year ended 31st December 2018 |
31.12.18 | 1.1.18 |
£ | £ |
Cash and cash equivalents | 10,504 | 3,281 |
Bank overdrafts | (750,114 | ) | (1,331,454 | ) |
(739,610 | ) | (1,328,173 | ) |
Year ended 31st December 2017 |
31.12.17 | 1.1.17 |
£ | £ |
Cash and cash equivalents | 3,281 | 3,276 |
Bank overdrafts | (1,331,454 | ) | (1,043,042 | ) |
(1,328,173 | ) | (1,039,766 | ) |
WILSONS AUTOMOBILES AND COACHWORKS |
LIMITED (REGISTERED NUMBER: 00272743) |
Notes to the Consolidated Financial Statements |
for the year ended 31st December 2018 |
1. | STATUTORY INFORMATION |
The principal activity of the company continued to be that of the sale or new cars and light motor vehicles and |
the sale of used cars and light motor vehicles. |
The company is a private company limited by shares and is registered in England and Wales. The address of its |
registered office is Nonsuch Business Park, Kiln Lane, Epsom Surrey, KT17 1DH. |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The |
Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The |
financial statements have been prepared under the historical cost convention. |
The principal accounting policies applied in the preparation of these financial statements are set out below. |
These policies have been consistently applied to all years presented, unless otherwise stated. |
Basis of consolidation |
The group financial statements consolidate the financial statements of the company and dormant subsidiary |
undertakings made up to a date co-terminus with the financial year of the company. |
Related party exemption |
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The |
Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party |
transactions with wholly owned subsidiaries within the group. |
Transactions between group entities which have been eliminated on consolidation are not disclosed within the |
financial statements. |
WILSONS AUTOMOBILES AND COACHWORKS |
LIMITED (REGISTERED NUMBER: 00272743) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 31st December 2018 |
2. | ACCOUNTING POLICIES - continued |
Significant judgements and estimates |
Preparation of the financial statements requires management to make significant judgements and estimates. |
The items in the financial statements where these judgements and estimates have been made include: |
Consignment stock |
Consignment vehicles have been included in stock on the basis that the group has determined that it holds the |
significant risks and rewards attached to them. |
Product warranty provision |
The product warranty provision requires an estimation of the number of expected warranty claims and the |
expected cost of labour and parts necessary to satisfy them. |
Incentives and other rebates from brand partners |
The group receives income in the form of various incentives which are determined by the brand partners. The |
amount received is generally based on achieving specific sales volume, as well as other objectives including |
maintaining brand partner standards which may include retail centre image and design requirements, customer |
satisfaction survey results and trading standards. Objectives are generally set and measured on either a |
quarterly or annual basis. |
Where incentives are based on specific sales volume or number of registrations, the related income is |
recognised as a reduction in cost of sales when it is reasonably certain that the income has been earned. This is |
generally the later of the date the vehicles are sold or registered or when it is reasonably certain that the |
related target will be met. Where incentives are linked to retail centre image and design requirement, customer |
satisfaction survey results or trading standards, they are recognised as a reduction in cost of sales when it is |
reasonably certain that the incentive will be received for the relevant period. |
The group may also receive contributions towards advertising and promotional expenditure. Where such |
contributions are received they are recognised as a reduction in the related expenditure in the period to which |
they relate. |
WILSONS AUTOMOBILES AND COACHWORKS |
LIMITED (REGISTERED NUMBER: 00272743) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 31st December 2018 |
2. | ACCOUNTING POLICIES - continued |
Turnover |
Turnover is measured at the fair value of the consideration received or receivable, net of discounts |
and value added taxes. Turnover includes revenue earned from the sale of goods and from the |
rendering of services. |
Sale of goods |
Revenue from the sale of goods is recognised when all of the following conditions are satisfied: |
- the Company has transferred the significant risks and rewards of ownership to the buyer; |
- the Company retains neither continuing managerial involvement to the degree usually associated with |
ownership nor effective control over the goods sold; |
- the amount of revenue can be measured reliably; |
- it is probable that the Company will receive the consideration due under the transaction; |
- the costs incurred or to be incurred in respect of the transaction can be measured reliably. |
Rendering of services |
Revenue from a contract to provide services is recognised in the period in which the services are provided, |
when all of the following conditions are satisfied: |
- the amount of revenue can be measured reliably; |
- it is probable that the Company will receive the consideration due under the contract; |
- the stage of completion of the contract at the end of the reporting period can be measured reliably, and; |
- the costs incurred and the costs to complete the contract can be measured reliably. |
Manufacturer bonuses and commission income |
Manufacturer bonuses are considered to be a reduction in the cost of the vehicles sold, and hence are credited |
against cost of sales in the income statement. Commissions receivable for arranging vehicle financing are |
included in turnover. |
Tangible fixed assets |
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful |
life. |
Freehold property | - | 2% on cost |
Short leasehold | - | Over length of lease |
Long leasehold | - | Over length of lease |
Plant and machinery | - | 20% on cost |
Computer equipment | - | 33% on cost |
Tangible assets are stated at cost (or deemed cost) less accumulated depreciation. |
Land and buildings includes freehold and leasehold trading premises and offices. Short leasehold assets are |
stated at cost less accumulated depreciation. Freehold and long leasehold assets are stated at deemed cost, |
being their valuation at the date of transition to FRS 102, less accumulated depreciation. |
Investment property |
Investment property is shown at most recent valuation. Any aggregate surplus or deficit arising from changes |
in fair value is recognised in profit or loss. |
WILSONS AUTOMOBILES AND COACHWORKS |
LIMITED (REGISTERED NUMBER: 00272743) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 31st December 2018 |
2. | ACCOUNTING POLICIES - continued |
Stocks |
Motor vehicles are included at the lower of cost plus the cost of preparation and repairs to date and their |
estimated selling price less costs to sell. Cost is net of incentives received from manufacturers in respect of |
target achievements. Fair values are assessed using market research data which is based upon recent industry |
activity. |
Parts, accessories, petrol and lubricants are included at the lower of cost and their estimated selling price less |
costs to sell, after making allowance for obsolete and slow moving items. |
The rental fleet and demonstration vehicles are valued at cost less a write down of 2% per month which writes |
off the cost over the estimated life of the vehicle. |
Consignment vehicles are regarded as being effectively under the control of the company and are included |
within stock on the balance sheet as the company has the significant risks and rewards of ownership even |
though legal title has not yet passed. The corresponding liability is included in trade creditors. |
At each reporting date, stocks are assessed for impairment. Where necessary, the carrying amount is reduced |
to its selling price less costs to complete and sell. Impairment losses are recognised immediately in profit or |
loss. |
Financial instruments |
The group only enters into basic financial instruments transactions that result in the recognition of financial |
assets and liabilities like trade and other accounts receivable and payable, loans from banks and other third |
parties and loans to related parties. |
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period |
for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is |
recognised in the Income Statement. |
Taxation |
Taxation for the year 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. |
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 year 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. |
Hire purchase and leasing commitments |
Rentals payable under operating leases are charges against income on a straight line basis over the lease term. |
WILSONS AUTOMOBILES AND COACHWORKS |
LIMITED (REGISTERED NUMBER: 00272743) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 31st December 2018 |
2. | ACCOUNTING POLICIES - continued |
Pension costs and other post-retirement benefits |
The group operates a defined contribution pension scheme. Contributions payable to the group's pension |
scheme are charged to profit or loss in the period to which they relate. |
The pension costs charged in the financial statements represent the contribution payable by the company |
during the year. |
Debtors |
Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured |
initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the |
effective interest method, less any impairment. |
Investments |
Fixed asset investments are stated at cost less provision for diminution in value. |
Current asset investments are at the lower of cost and their estimated selling price less costs to sell. |
Creditors |
Short term trade creditors are measured at the transaction price. Other financial liabilities, including bank |
loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised |
cost using the effective interest method. |
Cash and cash equivalents |
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice |
of not more than 24 hours. |
Critical accounting judgements and estimation uncertainty |
Provisions are recognised when the group has a present obligation (legal or constructive) as a result of a past |
event, it is probable that the group will be required to settle the obligation, and a reliable estimate can be made |
of the amount of the obligation. |
The amount recognised as a provision is the best estimate of the consideration required to settle the present |
obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the |
obligation. |
Provisions are used in the valuation of inventory and are calculated based on management's consideration of |
the recoverability of the cost of inventory. Where a provision is required other than where relating to rental |
fleet and demonstration vehicles as noted above, it is not significant. |
3. | REVENUE |
The total turnover of the company for the year has been derived from its principal activity wholly undertaken in |
the UK. |
4. | EMPLOYEES AND DIRECTORS |
31.12.18 | 31.12.17 |
£ | £ |
Wages and salaries | 8,825,441 | 8,689,692 |
Social security costs | 906,155 | 913,363 |
Other pension costs | 142,960 | 50,708 |
9,874,556 | 9,653,763 |
WILSONS AUTOMOBILES AND COACHWORKS |
LIMITED (REGISTERED NUMBER: 00272743) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 31st December 2018 |
4. | EMPLOYEES AND DIRECTORS - continued |
The average number of employees during the year was as follows: |
31.12.18 | 31.12.17 |
Directors | 8 | 10 |
Service | 106 | 119 |
Selling | 74 | 65 |
Administration | 33 | 29 |
221 | 223 |
The company operates a defined contribution pension scheme in respect of certain directors and staff. The |
scheme and its assets are held by independent managers. |
31.12.18 | 31.12.17 |
£ | £ |
Directors' remuneration | 1,521,616 | 916,157 |
Directors' pension contributions to money purchase schemes | 94,454 | 25,978 |
The number of directors to whom retirement benefits were accruing was as follows: |
Money purchase schemes | 6 | 7 |
Information regarding the highest paid director is as follows: |
31.12.18 | 31.12.17 |
£ | £ |
Emoluments etc | 278,518 | 164,343 |
Pension contributions to money purchase schemes | 72,685 | - |
5. | OPERATING PROFIT |
The operating profit is stated after charging: |
31.12.18 | 31.12.17 |
£ | £ |
Other operating leases | 582,115 | 533,617 |
Depreciation - owned assets | 562,791 | 524,740 |
Auditors' remuneration | 30,000 | 29,000 |
Auditors' remuneration for non audit work | 7,100 | 6,000 |
6. | INTEREST PAYABLE AND SIMILAR EXPENSES |
31.12.18 | 31.12.17 |
£ | £ |
On bank loans and overdrafts | 51,524 | 7,759 |
WILSONS AUTOMOBILES AND COACHWORKS |
LIMITED (REGISTERED NUMBER: 00272743) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 31st December 2018 |
7. | TAXATION |
Analysis of the tax charge |
The tax charge on the profit for the year was as follows: |
31.12.18 | 31.12.17 |
£ | £ |
Current tax: |
UK corporation tax | 262,835 | 267,251 |
Deferred tax | (30,105 | ) | (30,600 | ) |
Tax on profit | 232,730 | 236,651 |
Reconciliation of total tax charge included in profit and loss |
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is |
explained below: |
31.12.18 | 31.12.17 |
£ | £ |
Profit before tax | 860,063 | 1,111,049 |
Profit multiplied by the standard rate of corporation tax in the UK of 19 % (2017 - 19.247 %) |
163,412 |
213,844 |
Effects of: |
Expenses not deductible for tax purposes | 28,632 | - |
Depreciation in excess of capital allowances | 70,791 | 53,407 |
Deferred tax | (30,105 | ) | (30,600 | ) |
Total tax charge | 232,730 | 236,651 |
Tax effects relating to effects of other comprehensive income |
31.12.18 |
Gross | Tax | Net |
£ | £ | £ |
Excess depreciation on revalued amounts | 38,642 | - | 38,642 |
Revaluation |
Transfer to revaluation reserve | (38,642 | ) | - | (38,642 | ) |
- | - | - |
31.12.17 |
Gross | Tax | Net |
£ | £ | £ |
Excess depreciation on revalued amounts | 38,642 | - | 38,642 |
Revaluation |
Transfer to revaluation reserve | (38,642 | ) | - | (38,642 | ) |
- | - | - |
WILSONS AUTOMOBILES AND COACHWORKS |
LIMITED (REGISTERED NUMBER: 00272743) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 31st December 2018 |
8. | 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. |
9. | PROPERTY, PLANT AND EQUIPMENT |
Group |
Freehold | Short | Long |
property | leasehold | leasehold |
£ | £ | £ |
COST |
At 1st January 2018 | 4,305,317 | 1,054,688 | 8,774,624 |
Additions | - | - | 781,754 |
Reclassification/transfer | - | - | 2,075,000 |
At 31st December 2018 | 4,305,317 | 1,054,688 | 11,631,378 |
DEPRECIATION |
At 1st January 2018 | 172,704 | 690,352 | 1,049,330 |
Charge for year | 77,975 | 49,122 | 308,804 |
At 31st December 2018 | 250,679 | 739,474 | 1,358,134 |
NET BOOK VALUE |
At 31st December 2018 | 4,054,638 | 315,214 | 10,273,244 |
At 31st December 2017 | 4,132,613 | 364,336 | 7,725,294 |
Plant and | Computer |
machinery | equipment | Totals |
£ | £ | £ |
COST |
At 1st January 2018 | 2,092,837 | 260,602 | 16,488,068 |
Additions | 48,018 | - | 829,772 |
Reclassification/transfer | - | - | 2,075,000 |
At 31st December 2018 | 2,140,855 | 260,602 | 19,392,840 |
DEPRECIATION |
At 1st January 2018 | 1,747,881 | 242,255 | 3,902,522 |
Charge for year | 114,837 | 12,053 | 562,791 |
At 31st December 2018 | 1,862,718 | 254,308 | 4,465,313 |
NET BOOK VALUE |
At 31st December 2018 | 278,137 | 6,294 | 14,927,527 |
At 31st December 2017 | 344,956 | 18,347 | 12,585,546 |
WILSONS AUTOMOBILES AND COACHWORKS |
LIMITED (REGISTERED NUMBER: 00272743) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 31st December 2018 |
9. | PROPERTY, PLANT AND EQUIPMENT - continued |
Company |
Freehold | Short | Long |
property | leasehold | leasehold |
£ | £ | £ |
COST |
At 1st January 2018 |
Additions |
Reclassification/transfer |
At 31st December 2018 |
DEPRECIATION |
At 1st January 2018 |
Charge for year |
At 31st December 2018 |
NET BOOK VALUE |
At 31st December 2018 |
At 31st December 2017 |
Plant and | Computer |
machinery | equipment | Totals |
£ | £ | £ |
COST |
At 1st January 2018 |
Additions |
Reclassification/transfer |
At 31st December 2018 |
DEPRECIATION |
At 1st January 2018 |
Charge for year |
At 31st December 2018 |
NET BOOK VALUE |
At 31st December 2018 |
At 31st December 2017 |
WILSONS AUTOMOBILES AND COACHWORKS |
LIMITED (REGISTERED NUMBER: 00272743) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 31st December 2018 |
10. | FIXED ASSET INVESTMENTS |
Group |
Unlisted |
investments |
£ |
COST |
At 1st January 2018 |
and 31st December 2018 | 58,848 |
NET BOOK VALUE |
At 31st December 2018 | 58,848 |
At 31st December 2017 | 58,848 |
Company |
Shares in |
group | Unlisted |
undertakings | investments | Totals |
£ | £ | £ |
COST |
At 1st January 2018 |
and 31st December 2018 | 159,048 |
NET BOOK VALUE |
At 31st December 2018 | 159,048 |
At 31st December 2017 | 159,048 |
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: |
Nature of business: |
% |
Class of shares: | holding |
31.12.18 | 31.12.17 |
£ | £ |
Aggregate capital and reserves |
WILSONS AUTOMOBILES AND COACHWORKS |
LIMITED (REGISTERED NUMBER: 00272743) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 31st December 2018 |
10. | FIXED ASSET INVESTMENTS - continued |
Registered office: |
Nature of business: |
% |
Class of shares: | holding |
31.12.18 | 31.12.17 |
£ | £ |
Aggregate capital and reserves |
Registered office: |
Nature of business: |
% |
Class of shares: | holding |
31.12.18 | 31.12.17 |
£ | £ |
Aggregate capital and reserves |
11. | INVESTMENT PROPERTY |
Group |
Total |
£ |
FAIR VALUE |
At 1st January 2018 | 2,780,889 |
Reclassification/transfer | (2,075,000 | ) |
At 31st December 2018 | 705,889 |
NET BOOK VALUE |
At 31st December 2018 | 705,889 |
At 31st December 2017 | 2,780,889 |
Investment property was formally revalued in 2014. Having undertaken more recent valuations on other |
commercial properties held within the group, the directors do not feel that the value of the property at the |
year end differs materially from the figure stated at this time. |
WILSONS AUTOMOBILES AND COACHWORKS |
LIMITED (REGISTERED NUMBER: 00272743) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 31st December 2018 |
11. | INVESTMENT PROPERTY - continued |
Company |
Total |
£ |
FAIR VALUE |
At 1st January 2018 |
Reclassification/transfer | (2,075,000 | ) |
At 31st December 2018 |
NET BOOK VALUE |
At 31st December 2018 |
At 31st December 2017 |
12. | STOCKS |
Group | Company |
31.12.18 | 31.12.17 | 31.12.18 | 31.12.17 |
£ | £ | £ | £ |
Motor vehicles & parts for re- sale | 24,997,851 | 28,521,945 |
13. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
31.12.18 | 31.12.17 | 31.12.18 | 31.12.17 |
£ | £ | £ | £ |
Trade debtors | 744,848 | 1,241,708 |
Amounts owed by group undertakings | - | - |
Other debtors | 297,654 | 802,605 |
Directors' current accounts | 1,838 | 5,623 |
Tax | 143,119 | 95,125 |
Prepayments and accrued income | 1,247,769 | 1,394,733 |
2,435,228 | 3,539,794 |
WILSONS AUTOMOBILES AND COACHWORKS |
LIMITED (REGISTERED NUMBER: 00272743) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 31st December 2018 |
14. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
31.12.18 | 31.12.17 | 31.12.18 | 31.12.17 |
£ | £ | £ | £ |
Bank loans and overdrafts (see note 16) | 862,114 | 1,365,156 |
Other loans (see note 16) | 10,000 | 260,000 |
Trade creditors | 10,447,483 | 15,755,023 |
Amounts owed to group undertakings | - | - |
Social security and other taxes | 31,956 | 39,660 |
Other creditors | 190,331 | 79,253 |
Directors' current accounts | 2,017,815 | 198,155 |
Accruals and deferred income | 1,876,034 | 2,499,872 |
15,435,733 | 20,197,119 |
15. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
Group | Company |
31.12.18 | 31.12.17 | 31.12.18 | 31.12.17 |
£ | £ | £ | £ |
Bank loans (see note 16) | 868,000 | 1,058,298 |
16. | LOANS |
An analysis of the maturity of loans is given below: |
Group | Company |
31.12.18 | 31.12.17 | 31.12.18 | 31.12.17 |
£ | £ | £ | £ |
Amounts falling due within one year or on |
demand: |
Bank overdrafts | 750,114 | 1,331,454 |
Bank loans | 112,000 | 33,702 |
Other loans | 10,000 | 260,000 |
872,114 | 1,625,156 |
Amounts falling due between one and two |
years: |
Bank loans - 1-2 years | 112,000 | 136,851 |
Amounts falling due between two and five |
years: |
Bank loans - 2-5 years | 756,000 | 921,447 |
17. | LEASING AGREEMENTS |
Minimum lease payments fall due as follows: |
WILSONS AUTOMOBILES AND COACHWORKS |
LIMITED (REGISTERED NUMBER: 00272743) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 31st December 2018 |
Group |
Non-cancellable operating |
leases |
31.12.18 | 31.12.17 |
£ | £ |
Within one year | 411,921 | 411,929 |
Between one and five years | 411,937 | 823,858 |
823,858 | 1,235,787 |
Company |
Non-cancellable operating |
leases |
31.12.18 | 31.12.17 |
£ | £ |
Within one year |
Between one and five years |
18. | SECURED DEBTS |
The following secured debts are included within creditors: |
Group | Company |
31.12.18 | 31.12.17 | 31.12.18 | 31.12.17 |
£ | £ | £ | £ |
Bank overdraft | 750,114 | 1,331,454 |
Other loans | 10,000 | 260,000 | 10,000 | 260,000 |
760,114 | 1,591,454 |
The bank overdraft is secured by a first legal charge on the company's freehold and leasehold property at Kiln |
Lane, Epsom, Surrey and by a debenture creating a fixed and floating charge over all present and future assets. |
The other loans are secured by way of a debenture creating a fixed and floating charge over all assets and |
undertakings of the company with priority over used vehicle stock to £2,000,000. |
WILSONS AUTOMOBILES AND COACHWORKS |
LIMITED (REGISTERED NUMBER: 00272743) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 31st December 2018 |
19. | FINANCIAL INSTRUMENTS |
2018 | 2017 |
Financial assets | £ | £ |
Financial assets that are debt instruments measured at amortised cost | 2,593,804 | 2,849,354 |
Financial liabilities |
Financial liabilities measured at amortised cost | 13,396,061 | 20,059,403 |
Financial assets are measured at amortised cost comprise trade and other debtors as well as items of accrued |
income included in prepayments. |
Financial liabilities measured at amortised cost comprise trade creditors, bank and other loans and accruals |
where a cash settlement will take place. |
20. | PROVISIONS FOR LIABILITIES |
Group | Company |
31.12.18 | 31.12.17 | 31.12.18 | 31.12.17 |
£ | £ | £ | £ |
Deferred tax |
Other timing differences | 376,458 | 390,138 | 376,458 | 390,138 |
Accelerated tax depreciation | 117,424 | 133,849 | 117,424 | 133,849 |
493,882 | 523,987 | 493,882 | 523,987 |
Group |
Deferred |
tax |
£ |
Balance at 1st January 2018 | 523,987 |
Credit to Statement of Comprehensive Income during year | (30,105 | ) |
Balance at 31st December 2018 | 493,882 |
Company |
Deferred |
tax |
£ |
Balance at 1st January 2018 |
Credit to Statement of Comprehensive Income during year | ( |
) |
Balance at 31st December 2018 |
WILSONS AUTOMOBILES AND COACHWORKS |
LIMITED (REGISTERED NUMBER: 00272743) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 31st December 2018 |
21. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 31.12.18 | 31.12.17 |
value: | £ | £ |
Ordinary | £1 | 164,100 | 164,100 |
22. | RESERVES |
Group |
Capital |
Retained | Share | Revaluation | redemption |
earnings | premium | reserve | reserve | Totals |
£ | £ | £ | £ | £ |
At 1st January 2018 | 20,577,753 | 1,787,974 | 3,075,702 | 105,370 | 25,546,799 |
Profit for the year | 627,333 | 627,333 |
Transfer of realised profit | 38,462 | - | (38,462 | ) | - | - |
At 31st December 2018 | 21,243,548 | 1,787,974 | 3,037,240 | 105,370 | 26,174,132 |
Company |
Capital |
Retained | Share | Revaluation | redemption |
earnings | premium | reserve | reserve | Totals |
£ | £ | £ | £ | £ |
At 1st January 2018 | 25,546,802 |
Profit for the year |
Transfer of realised profit | 38,462 | - | (38,462 | ) | - | - |
At 31st December 2018 | 26,174,135 |
23. | DIRECTORS' ADVANCES, CREDITS AND GUARANTEES |
Included in debtors and creditors is a net balance owed by the company to the directors of £2,015,977 (2017: |
£192,532 owed to the company). |
There is no interest charged on the balances, which are repayable on demand. |
24. | POST BALANCE SHEET EVENTS |
The company formally ended its franchise agreement with Vauxhall in April 2019. In the final years of the |
agreement the franchise contributed little to net profit and so no significant impact is expected upon future |
results. |
25. | ULTIMATE CONTROLLING PARTY |
Mr Ian Wilson and Mrs Teresa Wilson are the ultimate controlling parties of the company by virtue of holding |
the largest share holdings each. |