Freeborn Garages Limited - Limited company accounts 18.2

REGISTERED NUMBER: 02546512 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2018

FOR

FREEBORN GARAGES LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

Income Statement

6

Other Comprehensive Income

7

Statement of Financial Position

8

Statement of Changes in Equity

9

Notes to the Financial Statements

10

DIRECTORS:

J Wilmoth

D C Froude

REGISTERED OFFICE:

91-93 Eastbourne Road

Lower Willingdon

Eastbourne

East Sussex

BN20 9NR

REGISTERED NUMBER:

02546512 (England and Wales)

AUDITORS:

Watson Associates (Audit Services) Ltd

30 - 34 North Street

Hailsham

East Sussex

BN27 1DW

The directors present their strategic report for the year ended 31 December 2018.

The company continues its activity as motor traders, now operating as Wilmoths Citroen from showrooms in

Guildford, Southampton, Winchester and Wokingham.

The company's key financial and other performance indicators during the year were as follows:

Unit

2018

2017

Turnover

£

34,539,958

39,386,823

Gross Profit

%

5

4

Profit/(loss) before tax

£

(647,721

)

(1,637,096

)

PRINCIPAL RISKS AND UNCERTAINTIES

The principal risk and uncertainties facing the business are the continuing ability to meet sales targets of

vehicles set by the manufacturer, especially during the current period of fragile economic recovery and the

unknown impact of the Brexit referendum result. However with Citroen continuing to be a popular brand, the

directors are confident this risk does not pose a significant problem for the business.

ON BEHALF OF THE BOARD:

J Wilmoth - Director

26 September 2019

The directors present their report with the financial statements of the company for the year ended 31 December 2018.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of of motor traders.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2018.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2018 to the date of

this report.

J Wilmoth

D C Froude

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the 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), including

Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of

Ireland'. 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;

-	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.

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 company's auditors are unaware, and each director has taken all the steps

that he ought to have taken as a director in order to make himself aware of any relevant audit information and

to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Watson Associates (Audit Services) Ltd, will be proposed for re-appointment at the forthcoming

Annual General Meeting.

ON BEHALF OF THE BOARD:

J Wilmoth - Director

26 September 2019

Opinion

We have audited the financial statements of Freeborn Garages Limited (the 'company') for the year ended

31 December 2018 which comprise the Income Statement, Other Comprehensive Income, Statement of

Financial Position, Statement of Changes in Equity and 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 company's affairs as at 31 December 2018 and of its loss 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

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 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 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 directors are responsible for the other information. The other information comprises the information in the

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 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 Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of

the audit, we have not identified material misstatements in the 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, 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.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page three, 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 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 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.

Geoffrey David Slater (Senior Statutory Auditor)

for and on behalf of Watson Associates (Audit Services) Ltd

30 - 34 North Street

Hailsham

East Sussex

BN27 1DW

26 September 2019

TURNOVER

34,539,958

39,386,823

Cost of sales

(32,665,651

)

(37,697,922

)

GROSS PROFIT

1,874,307

1,688,901

Administrative expenses

(2,522,028

)

(3,316,684

)

(647,721

)

(1,627,783

)

Other operating income

-

627

(647,721

)

(1,627,156

)

Interest payable and similar expenses

6

-

(9,940

)

LOSS BEFORE TAXATION

7

(647,721

)

(1,637,096

)

Tax on loss

8

(436

)

-

LOSS FOR THE FINANCIAL YEAR

(648,157

)

(1,637,096

)

LOSS FOR THE YEAR

(648,157

)

(1,637,096

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE LOSS FOR THE YEAR

(648,157

)

(1,637,096

)

FIXED ASSETS

Tangible assets

9

350,774

397,844

CURRENT ASSETS

Stocks

10

6,197,601

5,368,076

Debtors

11

894,023

2,244,812

Cash at bank

100

5,780

7,091,724

7,618,668

CREDITORS

Amounts falling due within one year

12

(10,246,507

)

(10,172,364

)

NET CURRENT LIABILITIES

(3,154,783

)

(2,553,696

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(2,804,009

)

(2,155,852

)

CAPITAL AND RESERVES

Called up share capital

16

1,050

1,050

Share premium

17

8,850

8,850

Retained earnings

17

(2,813,909

)

(2,165,752

)

SHAREHOLDERS' FUNDS

(2,804,009

)

(2,155,852

)

The financial statements were approved by the Board of Directors on 26 September 2019 and were signed on its behalf by:

J Wilmoth - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 February 2017

1,050

(528,656

)

8,850

(518,756

)

Changes in equity

Total comprehensive loss

-

(1,637,096

)

-

(1,637,096

)

Balance at 31 December 2017

1,050

(2,165,752

)

8,850

(2,155,852

)

Changes in equity

Total comprehensive loss

-

(648,157

)

-

(648,157

)

Balance at 31 December 2018

1,050

(2,813,909

)

8,850

(2,804,009

)

1.	STATUTORY INFORMATION

Freeborn Garages Limited is a private company, limited by shares , registered in England and Wales.

The company's registered number and registered office address can be found on the Company

Information page.

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.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemption in preparing these financial

statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and

Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts,

rebates, value added tax and other sales taxes.

Tangible fixed assets

Tangible assets are stated at cost (or deemed cost) less accumulated depreciation and accumulated

impairment losses. Cost includes the original purchase price, costs directly attributable to bringing the

asset to its working condition for its intended use, dismantling and restoration costs.

The assets' residual values and useful lives are reviewed, and adjusted, if appropriate, at the end of

each reporting period. The effect of any change is accounted for prospectively.

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for

obsolete and slow moving items.

Financial instruments

The company 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.

Debt instruments that are payable or receivable within one year, are measured, initially and

subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or

received; other debt instruments are initially measured at present value of the future payments and

subsequently at amortised cost using the effective interest method.

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 profit or loss.

Financial assets and liabilities are offset and the net amount reported in the balance sheet only when

there is an 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.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement,

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 paid under operating leases are charged to profit or loss on a straight line basis over the

period of the lease.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the

company's pension scheme are charged to profit or loss in the period to which they relate.

Going concern

The financial statements have been prepared on a going concern basis as the company's ultimate

parent company Wilmoths Holdings Limited has indicated its willingness to continue to support the

company for the foreseeable future.

3.	CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

Estimates and judgements are continually evaluated and are based on historical experience and other

factors, including expectations of future events that are believed to be reasonable under the

circumstances. Although these estimates are managements best knowledge of the amount, events or

actions, actual amounts ultimately may differ from those estimates.

The directors have made the following critical estimates and judgements deemed to be applicable to

the financial statements:

Stock

Consideration has been given by the directors to the level of provision against vehicle parts stocks. In

determining the provision required the directors have used guidance from independent valuation tools

and their knowledge of the industry.

4.	EMPLOYEES AND DIRECTORS

Period

1.2.17

Year Ended

to

31.12.18

31.12.17

£

£

Wages and salaries

2,332,222

1,899,375

Social security costs

209,929

236,691

Other pension costs

55,039

60,249

2,597,190

2,196,315

The average number of employees during the year was as follows:

Period

1.2.17

Year Ended

to

31.12.18

31.12.17

Average number of employees

87

111

Period

1.2.17

Year Ended

to

31.12.18

31.12.17

£

£

Directors' remuneration

-

-

5.	EXCEPTIONAL ITEMS

Period

1.2.17

Year Ended

to

31.12.18

31.12.17

£

£

Exceptional items

(60,047

)

(631,531

)

Exceptional items - Prof fees

(52,936

)

-

Exceptional items - Group w/d

(256,167

)

-

(369,150

)

(631,531

)

Freeborn Garages is a 100% subsidiary of Standset Limited that was acquired by Jarretts Motors

Limited on the 9th February 2017. Subsequent to this date an extensive review was undertaken by the

directors of all balances held within the company's nominal ledger in order to assess the recoverability

of these balances or the valuation of any underlying assets. The result of this review is that a

significant number of balances were identified as needing to be corrected in order to accurately reflect

an appropriate value. This was predominantly done in 2017 with some additional adjustments made in

2018.

During 2018 it was decided at group level that the intercompany debts would be written-down to reflect

recoverability.

The professional fees relate to extensive work carried out in connection with non-recurring projects.

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

Period

1.2.17

Year Ended

to

31.12.18

31.12.17

£

£

Bank interest

-

(1,000

)

Bank loan interest

-

10,940

-

9,940

7.	LOSS BEFORE TAXATION

The loss is stated after charging:

Period

1.2.17

Year Ended

to

31.12.18

31.12.17

£

£

Hire of plant and machinery

210

9,726

Other operating leases

177,649

321,836

Depreciation - owned assets

57,120

45,569

Auditors' remuneration

37,512

8,604

Auditors' remuneration for non audit work

18,666

21,420

8.

TAXATION

Analysis of the tax charge

The tax charge on the loss for the year was as follows:

Period

1.2.17

Year Ended

to

31.12.18

31.12.17

£

£

Current tax:

Tax prior year

436

-

Tax on loss

436

-

9.	TANGIBLE FIXED ASSETS

Fixtures

Long

Plant and

and

leasehold

machinery

fittings

Totals

£

£

£

£

COST

At 1 January 2018

679,220

761,249

415,208

1,855,677

Additions

-

-

10,050

10,050

At 31 December 2018

679,220

761,249

425,258

1,865,727

DEPRECIATION

At 1 January 2018

432,167

700,197

325,469

1,457,833

Charge for year

6,698

19,695

30,727

57,120

At 31 December 2018

438,865

719,892

356,196

1,514,953

NET BOOK VALUE

At 31 December 2018

240,355

41,357

69,062

350,774

At 31 December 2017

247,053

61,052

89,739

397,844

10.

STOCKS

2018

2017

£

£

Stocks

6,060,383

5,288,076

Parts stock

137,218

80,000

6,197,601

5,368,076

11.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2018

2017

£

£

Trade debtors

649,220

783,821

Amounts owed by group undertakings

-

1,161,003

Other debtors

157,603

247,807

Prepayments and accrued income

87,200

52,181

894,023

2,244,812

12.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2018

2017

£

£

Bank loans and overdrafts (see note 13)

4,571,024

3,522,468

Trade creditors

5,268,187

5,088,579

Amounts owed to group undertakings

64,443

1,206,208

Social security and other taxes

50,100

54,742

VAT

177,457

58,185

Other creditors

17,039

96,222

Pensions control account

8,649

8,438

Accruals and deferred income

89,608

137,522

10,246,507

10,172,364

13.

LOANS

An analysis of the maturity of loans is given below:

2018

2017

£

£

Amounts falling due within one year or on demand:

Bank overdrafts

4,571,024

3,522,468

14.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

2018

2017

£

£

Within one year

185,475

191,725

Between one and five years

346,458

519,733

In more than five years

744,200

756,400

1,276,133

1,467,858

15.	SECURED DEBTS

The following secured debts are included within creditors:

2018

2017

£

£

Bank overdrafts

4,571,024

3,522,468

The company has provided a Composite Company Limited Multilateral Guarantee dated 15 March

2019 given by Jarretts Motors Limited, Wilmoths Holdings Limited, Freeborn Garages Limited,

Freeborn Motorhomes Limited, Standset Limited.

16.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2018

2017

value:

£

£

1,050

Ordinary

1

1,050

1,050

17.

RESERVES

Retained

Share

earnings

premium

Totals

£

£

£

At 1 January 2018

(2,165,752

)

8,850

(2,156,902

)

Deficit for the year

(648,157

)

(648,157

)

At 31 December 2018

(2,813,909

)

8,850

(2,805,059

)

18.	RELATED PARTY DISCLOSURES

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.