Farmer & Carlisle Holdings Limited - Limited company accounts 20.1

REGISTERED NUMBER: 03957688 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTOR AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2020

FOR

FARMER & CARLISLE HOLDINGS LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Director

4

Report of the Independent Auditors

5

Consolidated Statement of Comprehensive Income

8

Consolidated Balance Sheet

9

Company Balance Sheet

10

Consolidated Statement of Changes in Equity

11

Company Statement of Changes in Equity

12

Consolidated Cash Flow Statement

13

Notes to the Consolidated Cash Flow Statement

14

Notes to the Consolidated Financial Statements

16

DIRECTOR:

J O Carlisle

SECRETARY:

M J Tongue

REGISTERED OFFICE:

Belton Road

Loughborough

Leicestershire

LE11 1ND

REGISTERED NUMBER:

03957688 (England and Wales)

AUDITORS:

Lemans

Statutory Auditor

29 Arboretum Street

Nottingham

Nottinghamshire

NG1 4JA

The director presents his strategic report of the company and the group for the year ended 31 December 2020.

REVIEW OF BUSINESS

Due to the Covid-19 pandemic, 2020 was a year like no other and created many new challenges. In accordance with government restrictions the dealership closed on 24 March meaning that delivery of new vehicles scheduled for March 2020 to be put on hold. Over the coming months as restrictions eased the dealership reopened. Demand for hybrid vehicles remains very strong and this has helped the company bounce back strongly.

Despite the challenging conditions after sales continued to perform well.

The Group's sales and gross margin held up well and for the year amounted to £29,245,624 and £2,085,535 respectively (2019 - £31,604,177 and £2,098,962) and the directors are pleased with these results given the strengthening of the order book.

Analysis of sales for the year is shown below:-

2020

2019

Increase / (decrease)

£

£

%

Sale of motor vehicles

22,901,706

24,144,875

(5.1%

)

Sale of associated services

4,322,709

5,172,334

(16.4%

)

Commissions and discounts

2,021,209

2,286,968

(11.6%

)

Overheads remain under tight control of the director and senior management team who are always seeking to impose the control and efficiency of the company.

With support the company received under the government furlough scheme and rate relief helping to soften the impact of the pandemic, the company made a profit for after taxation for the year amounting to £458,739 (2019 - £366,267).

COVID-19

2021 is going to be another challenging year for all businesses. During quarter one further government restrictions meant that trade again was limited, however as these have eased the market has recovered strongly especially in the used car sector with high demand keeping values strong.

The directors remain confident about future trading and consider that with its committed staff and the strength of the Toyota brand are well placed to overcome this unprecedented situation.

PRINCIPAL RISKS AND UNCERTAINTIES

Competitive pressure in the retail motor sector and after sales is a continuing risk to the group which could result in losing sales to revival franchise dealerships and none franchised garages. To manage this risk, the group and Toyota continue to strongly promote the vehicle range especially in the 'hybrid sector' where it is seen as a market leader. This combined with the continuing subsidised interest free finance packages available should help retain sales volume, and provide competitively priced economical vehicles to the private sector. At all times the group aims to provide an excellent sales and after sales service to all its customers to maintain and promote customer loyalty.

The group has secured variable rate medium term loans which are susceptible to interest rate rises and where possible the company seeks to mitigate this risk.

Whilst Covid-19 continues to be a risk to the general economic environment, the company has taken all necessary measures to minimise the impact of a new Covid-19 spike.

ON BEHALF OF THE BOARD:

J O Carlisle - Director

30 September 2021

The director presents his report with the financial statements of the company and the group for the year ended 31 December 2020.

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of a holding company.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2020.

DIRECTOR

J O Carlisle held office during the whole of the period from 1 January 2020 to the date of this report.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Group Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is 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 director is 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 him to ensure that the financial statements comply with the Companies Act 2006. He is 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 director is 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 he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Lemans, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

J O Carlisle - Director

30 September 2021

Opinion

We have audited the financial statements of Farmer & Carlisle Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2020 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2020 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

In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report.

Other information

The director is responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Director, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Group Strategic Report and the Report of the Director 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 Director have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Director.

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 director's remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page four, the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the director determines necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the director is responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the group or the parent company or to cease operations, or has no realistic alternative but to do so.

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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

-

We exercise professional judgment and maintain professional scepticism throughout the planning and performance of the audit;

-

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;

-

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control;

-

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

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.

Adrian Harby FCCA (Senior Statutory Auditor)

for and on behalf of Lemans

Statutory Auditor

29 Arboretum Street

Nottingham

Nottinghamshire

NG1 4JA

30 September 2021

TURNOVER

3

29,245,624

31,604,177

Cost of sales

27,160,089

29,505,215

GROSS PROFIT

2,085,535

2,098,962

Administrative expenses

1,496,277

1,611,580

OPERATING PROFIT

5

589,258

487,382

Interest receivable and similar income

58

38

589,316

487,420

Interest payable and similar expenses

6

10,266

22,115

PROFIT BEFORE TAXATION

579,050

465,305

Tax on profit

7

120,311

99,038

PROFIT FOR THE FINANCIAL YEAR

458,739

366,267

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

458,739

366,267

Profit attributable to:

Owners of the parent

458,739

366,267

Total comprehensive income attributable to:

Owners of the parent

458,739

366,267

FIXED ASSETS

Tangible assets

9

6,260,263

6,360,467

Investments

10

-

-

6,260,263

6,360,467

CURRENT ASSETS

Stocks

11

3,500,104

3,235,217

Debtors

12

1,199,946

1,475,865

Cash at bank and in hand

35,181

2,446

4,735,231

4,713,528

CREDITORS

Amounts falling due within one year

13

4,450,709

4,913,490

NET CURRENT ASSETS/(LIABILITIES)

284,522

(199,962

)

TOTAL ASSETS LESS CURRENT LIABILITIES

6,544,785

6,160,505

CREDITORS

Amounts falling due after more than one year

14

(459,609

)

(526,858

)

PROVISIONS FOR LIABILITIES

18

(15,840

)

(23,050

)

NET ASSETS

6,069,336

5,610,597

CAPITAL AND RESERVES

Called up share capital

19

416,800

416,800

Revaluation reserve

20

3,216,180

3,239,572

Capital redemption reserve

20

4,500

4,500

Other reserves

20

12,780

12,780

Retained earnings

20

2,419,076

1,936,945

SHAREHOLDERS' FUNDS

6,069,336

5,610,597

The financial statements were approved by the director and authorised for issue on 30 September 2021 and were signed by:

J O Carlisle - Director

FIXED ASSETS

Tangible assets

9

-

-

Investments

10

2,914,875

2,914,875

2,914,875

2,914,875

CURRENT ASSETS

Cash at bank

212

212

CREDITORS

Amounts falling due within one year

13

1,026,008

1,026,008

NET CURRENT LIABILITIES

(1,025,796

)

(1,025,796

)

TOTAL ASSETS LESS CURRENT LIABILITIES

1,889,079

1,889,079

CAPITAL AND RESERVES

Called up share capital

19

416,800

416,800

Share premium

20

1,430,000

1,430,000

Capital redemption reserve

20

4,500

4,500

Other reserves

20

12,780

12,780

Retained earnings

20

24,999

24,999

SHAREHOLDERS' FUNDS

1,889,079

1,889,079

Company's profit for the financial year

-

-

The financial statements were approved by the director and authorised for issue on 30 September 2021 and were signed by:

J O Carlisle - Director

Called up

share

Retained

Revaluation

capital

earnings

reserve

£

£

£

Balance at 1 January 2019

416,800

1,629,158

3,181,092

Changes in equity

Total comprehensive income

-

307,787

58,480

Balance at 31 December 2019

416,800

1,936,945

3,239,572

Changes in equity

Total comprehensive income

-

482,131

(23,392

)

Balance at 31 December 2020

416,800

2,419,076

3,216,180

Capital

redemption

Other

Total

reserve

reserves

equity

£

£

£

Balance at 1 January 2019

4,500

12,780

5,244,330

Changes in equity

Total comprehensive income

-

-

366,267

Balance at 31 December 2019

4,500

12,780

5,610,597

Changes in equity

Total comprehensive income

-

-

458,739

Balance at 31 December 2020

4,500

12,780

6,069,336

Called up

share

Retained

Share

capital

earnings

premium

£

£

£

Balance at 1 January 2019

416,800

24,999

1,430,000

Changes in equity

Balance at 31 December 2019

416,800

24,999

1,430,000

Changes in equity

Balance at 31 December 2020

416,800

24,999

1,430,000

Capital

redemption

Other

Total

reserve

reserves

equity

£

£

£

Balance at 1 January 2019

4,500

12,780

1,889,079

Changes in equity

Balance at 31 December 2019

4,500

12,780

1,889,079

Changes in equity

Balance at 31 December 2020

4,500

12,780

1,889,079

Cash flows from operating activities

Cash generated from operations

1

802,504

700,263

Interest paid

(9,723

)

(21,572

)

Interest element of hire purchase payments paid

(543

)

(543

)

Tax paid

(102,155

)

(83,012

)

Net cash from operating activities

690,083

595,136

Cash flows from investing activities

Purchase of tangible fixed assets

(23,499

)

(48,634

)

Interest received

58

38

Net cash from investing activities

(23,441

)

(48,596

)

Cash flows from financing activities

New loans in year

10,591

-

Loan repayments in year

(139,018

)

(423,332

)

Capital repayments in year

(27,867

)

72,233

Net cash from financing activities

(156,294

)

(351,099

)

Increase in cash and cash equivalents

510,348

195,441

Cash and cash equivalents at beginning of year

2

(475,167

)

(670,608

)

Cash and cash equivalents at end of year

2

35,181

(475,167

)

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

31.12.20

31.12.19

£

£

Profit before taxation

579,050

465,305

Depreciation charges

123,703

126,036

Finance costs

10,266

22,115

Finance income

(58

)

(38

)

712,961

613,418

Increase in stocks

(264,887

)

(511,222

)

Decrease in trade and other debtors

275,919

97,651

Increase in trade and other creditors

78,511

500,416

Cash generated from operations

802,504

700,263

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2020

31.12.20

1.1.20

£

£

Cash and cash equivalents

35,181

2,446

Bank overdrafts

-

(477,613

)

35,181

(475,167

)

Year ended 31 December 2019

31.12.19

1.1.19

£

£

Cash and cash equivalents

2,446

2,435

Bank overdrafts

(477,613

)

(673,043

)

(475,167

)

(670,608

)

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1.1.20

Cash flow

At 31.12.20

£

£

£

Net cash

Cash at bank and in hand

2,446

32,735

35,181

Bank overdrafts

(477,613

)

477,613

-

(475,167

)

510,348

35,181

Debt

Finance leases

(171,389

)

27,867

(143,522

)

Debts falling due within 1 year

(273,333

)

46,469

(226,864

)

Debts falling due after 1 year

(520,000

)

81,959

(438,041

)

(964,722

)

156,295

(808,427

)

Total

(1,439,889

)

666,643

(773,246

)

1.	STATUTORY INFORMATION

Farmer & Carlisle Holdings 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 General Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

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 as modified by the revaluation of certain assets.

Basis of consolidation

The consolidated financial statements include the financial statements of the company and its subsidiary undertakings made up to the 31 December 2020. Under Section 408 of the Companies Act 2006 the company is exempt from the requirement to present its own profit and loss account.

Turnover

Revenue is recognised to the extent that is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sales of goods

Revenue from the sale of motor vehicles and associated services is recognised when all of the following conditions are satisfied:

- the company has transferred the significant risks and rewards of ownership to the buyer, usually on the

despatch of goods;

- 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.

Tangible fixed assets

Fixed assets are stated at cost or valuation. Depreciation is being charged so as to write off cost or valuation less any estimated residual value, over their expected useful lives. The rates and methods used are as follows:

Freehold property - 2% per annum on valuations plus additions at cost thereafter (excluding land).

Fixtures & fittings - 25%/20% per annum reducing balance & 5% straight line.

Motor vehicles - 20% per annum on cost.

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Cost includes all costs incurred in bringing each product to its present location and condition which includes invoice cost plus freight and duty. Stock is valued using a first in first out basis. Net realisable value is based on estimated selling price less any further costs expected to be incurred to disposal.

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 balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet 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.

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.

3.

TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the group.

An analysis of turnover by class of business is given below:

31.12.20

31.12.19

£

£

Sale of motor vehicles

22,901,706

24,144,875

Sale of associated services

4,322,709

5,172,334

Commissions and discounts

2,021,209

2,286,968

29,245,624

31,604,177

4.	EMPLOYEES AND DIRECTORS

31.12.20

31.12.19

£

£

Wages and salaries

2,440,537

2,929,363

Social security costs

225,215

258,752

Other pension costs

64,710

63,380

2,730,462

3,251,495