Fairfield Garage (L-o-S) Ltd - Limited company accounts 23.2

Fairfield Garage (L-o-S) Ltd - Limited company accounts 23.2


IRIS Accounts Production v23.2.0.158 00916058 Board of Directors 1.1.22 31.8.22 31.8.22 an authorised dealership of BMW (UK) Limited and an authorised dealership of MINI. true false true true false false true false Fair value model "A" Ordinary 1.00000 "B" Ordinary 1.00000 iso4217:GBPiso4217:USDiso4217:EURxbrli:sharesxbrli:pure009160582021-12-31009160582022-08-31009160582022-01-012022-08-31009160582020-12-31009160582021-01-012021-12-31009160582021-12-3100916058ns16:EnglandWales2022-01-012022-08-3100916058ns15:PoundSterling2022-01-012022-08-3100916058ns11:Director12022-01-012022-08-3100916058ns11:PrivateLimitedCompanyLtd2022-01-012022-08-3100916058ns11:FRS1022022-01-012022-08-3100916058ns11:Audited2022-01-012022-08-3100916058ns11:LargeMedium-sizedCompaniesRegimeForDirectorsReport2022-01-012022-08-3100916058ns11:LargeMedium-sizedCompaniesRegimeForAccounts2022-01-012022-08-3100916058ns11:FullAccounts2022-01-012022-08-3100916058ns11:OrdinaryShareClass12022-01-012022-08-3100916058ns11:OrdinaryShareClass22022-01-012022-08-3100916058ns11:Director42022-01-012022-08-3100916058ns11:Director52022-01-012022-08-3100916058ns11:CompanySecretary12022-01-012022-08-3100916058ns11:RegisteredOffice2022-01-012022-08-3100916058ns11:Director32022-01-012022-08-3100916058ns11:Director22022-01-012022-08-3100916058ns6:CurrentFinancialInstruments2022-08-3100916058ns6:CurrentFinancialInstruments2021-12-3100916058ns6:ShareCapital2022-08-3100916058ns6:ShareCapital2021-12-3100916058ns6:SharePremium2022-08-3100916058ns6:SharePremium2021-12-3100916058ns6:FurtherSpecificReserve1ComponentTotalEquity2022-08-3100916058ns6:FurtherSpecificReserve1ComponentTotalEquity2021-12-3100916058ns6:RetainedEarningsAccumulatedLosses2022-08-3100916058ns6:RetainedEarningsAccumulatedLosses2021-12-3100916058ns6:ShareCapital2020-12-3100916058ns6:RetainedEarningsAccumulatedLosses2020-12-3100916058ns6:SharePremium2020-12-3100916058ns6:FurtherSpecificReserve1ComponentTotalEquity2020-12-3100916058ns6:RetainedEarningsAccumulatedLosses2021-01-012021-12-3100916058ns6:FurtherSpecificReserve1ComponentTotalEquity2021-01-012021-12-3100916058ns6:RetainedEarningsAccumulatedLosses2022-01-012022-08-3100916058ns6:FurtherSpecificReserve1ComponentTotalEquity2022-01-012022-08-3100916058ns6:OwnedAssets2022-01-012022-08-3100916058ns6:OwnedAssets2021-01-012021-12-3100916058112022-01-012022-08-3100916058112021-01-012021-12-310091605812022-01-012022-08-310091605812021-01-012021-12-3100916058ns11:OrdinaryShareClass12021-01-012021-12-3100916058ns11:OrdinaryShareClass22021-01-012021-12-3100916058ns6:LandBuildings2021-12-3100916058ns6:ShortLeaseholdAssetsns6:LandBuildings2021-12-3100916058ns6:PlantMachinery2021-12-3100916058ns6:LandBuildings2022-01-012022-08-3100916058ns6:ShortLeaseholdAssetsns6:LandBuildings2022-01-012022-08-3100916058ns6:PlantMachinery2022-01-012022-08-3100916058ns6:LandBuildings2022-08-3100916058ns6:ShortLeaseholdAssetsns6:LandBuildings2022-08-3100916058ns6:PlantMachinery2022-08-3100916058ns6:LandBuildings2021-12-3100916058ns6:ShortLeaseholdAssetsns6:LandBuildings2021-12-3100916058ns6:PlantMachinery2021-12-3100916058ns6:FurnitureFittings2021-12-3100916058ns6:ComputerEquipment2021-12-3100916058ns6:FurnitureFittings2022-01-012022-08-3100916058ns6:ComputerEquipment2022-01-012022-08-3100916058ns6:FurnitureFittings2022-08-3100916058ns6:ComputerEquipment2022-08-3100916058ns6:FurnitureFittings2021-12-3100916058ns6:ComputerEquipment2021-12-3100916058ns6:WithinOneYearns6:CurrentFinancialInstruments2022-08-3100916058ns6:WithinOneYearns6:CurrentFinancialInstruments2021-12-3100916058ns6:WithinOneYearns6:FinanceLeasesns6:CurrentFinancialInstruments2022-08-3100916058ns6:WithinOneYearns6:FinanceLeasesns6:CurrentFinancialInstruments2021-12-3100916058ns6:Secured2022-08-3100916058ns6:Secured2021-12-3100916058ns6:DeferredTaxation2021-12-3100916058ns6:DeferredTaxation2022-01-012022-08-3100916058ns6:DeferredTaxation2022-08-3100916058ns11:OrdinaryShareClass12022-08-3100916058ns11:OrdinaryShareClass22022-08-3100916058ns6:RetainedEarningsAccumulatedLosses2021-12-3100916058ns6:SharePremium2021-12-3100916058ns6:FurtherSpecificReserve1ComponentTotalEquity2021-12-310091605812022-01-012022-08-31
REGISTERED NUMBER: 00916058 (England and Wales)












STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE PERIOD 1 JANUARY 2022 TO 31 AUGUST 2022

FOR

FAIRFIELD GARAGE (LEIGH-ON-SEA) LIMITED

FAIRFIELD GARAGE (LEIGH-ON-SEA) LIMITED (REGISTERED NUMBER: 00916058)






CONTENTS OF THE FINANCIAL STATEMENTS
FOR THE PERIOD 1 JANUARY 2022 TO 31 AUGUST 2022




Page

Company Information 1

Strategic Report 2

Report of the Directors 6

Report of the Independent Auditors 7

Statement of Comprehensive Income 10

Balance Sheet 11

Statement of Changes in Equity 12

Notes to the Financial Statements 13


FAIRFIELD GARAGE (LEIGH-ON-SEA) LIMITED

COMPANY INFORMATION
FOR THE PERIOD 1 JANUARY 2022 TO 31 AUGUST 2022







DIRECTORS: D Kenningham
D McHenry
G Hobson





SECRETARY: G Hobson





REGISTERED OFFICE: First Point
St. Leonards Road
Allington
Maidstone
Kent
ME16 0LS





REGISTERED NUMBER: 00916058 (England and Wales)





AUDITORS: Goldwyns Limited
Statutory Auditors and Chartered Accountants
Rutland House
90-92 Baxter Avenue
Southend on Sea
Essex
SS2 6HZ

FAIRFIELD GARAGE (LEIGH-ON-SEA) LIMITED (REGISTERED NUMBER: 00916058)

STRATEGIC REPORT
FOR THE PERIOD 1 JANUARY 2022 TO 31 AUGUST 2022

The directors present their strategic report for the period 1 January 2022 to 31 August 2022.

REVIEW OF BUSINESS
Although out of sequence from the remainder of the review, it should be noted that the entire issued share capital of the company was disposed of by the Styles family and acquired by Group 1 Automotive UK Limited on 1 September 2022.

The acquiring company is an American owned Fortune 300 listed major group in the United States of America and is renowned for its sound acquisition policy and rapid expansion both within America and the United Kingdom. Further information on the Group 1 Automotive Inc. group, its strategy and future plans are publicly available via the New York stock exchange and the group's investor relations website.

The year under review commenced on a much improved footing from the previous year in that the business was able to be fully open to staff and clients, despite some minor pandemic related restrictions remaining in place.

Partly as a consequence of previous trading and supply restrictions, Fairfield, in common with many other businesses within the sector was able to capitalise on lessons learned in terms of profit margin retention and again proved its resilience by continuing to build upon its expertise in all aspects of client care.

Profitable new and used vehicle sales continued to thrive, again only being limited by the lack of new car availability resultant from component shortages and supply chain logistics which in turn, had a consequent impact on the number of high quality used vehicles which could be purchased for stock. The supply situation gradually improved throughout the period but in a manageable fashion, allowing there to be no distress selling.

The increase in residual values throughout the industry is well documented and permitted exceptional margins to be retained.

The relatively new vehicle sales operation, specialising in all marque used vehicles, based in Billericay, became progressively more established and retailed in excess of 200 units in the 8 month period. Awareness of its service department improved and operational excellence was enhanced by recruitment of an industry expert to manage that element.

The net contribution to the overall business, however, was negative after accounting for its overheads. Post period trading, however, is producing phenomenal profits.

This was the second period for which the group property restructure had taken place, resulting in additional rent of £541,000 being charged, based upon market property valuations.

Trading conditions throughout the year and each element of the business, remained buoyant with demand exceeding supply in both the vehicle sales and labour sales arenas despite, as per the global economy, an ever increasing element of inflationary pressure upon salary levels and expenses.

This situation continues to intensify. It was characterised by a chronic shortage of skilled staff, particularly vehicle technicians, limiting Fairfield's ability to maximise labour sales to match the demand.

During the 8 months, the company also continued its property development interests.

Later property related opportunities were undertaken within an alternative company.


FAIRFIELD GARAGE (LEIGH-ON-SEA) LIMITED (REGISTERED NUMBER: 00916058)

STRATEGIC REPORT
FOR THE PERIOD 1 JANUARY 2022 TO 31 AUGUST 2022

REVIEW OF BUSINESS
These various factors culminated in an exceptional operating profit for the 8 months, being another 34% over the corresponding period in the previous year.

In order to exclude accounting adjustments resulting from the ownership change on 1st September 2022, the relevant comparison with other retailers within the network is direct profit.

Fairfield's direct profitability exceeded the national average by £542,000 (18.1%) with the return on sales, also measured on the same basis, compared with other retailers being 39% higher. This indicates that the company is operating in a highly efficient manner.

Throughout the period under review and indeed, beyond, the war between Russia and Ukraine continues to rage with a resultant impact upon the economy, particularly inflation and interest rates and, of course, the supply of new vehicles due to component manufacturing within Ukraine. This is an industry wide issue but is gradually coming under control.

In summary, the core trading results have enabled the business to attract interest from a highly acclaimed potential purchaser, Group 1 Automotive UK Limited and the sale of the share capital was completed on 1 September 2022.

From this date onwards, the company has been gradually integrating its systems and working practices to those of the group and is benefiting from the enhanced levels of control which accompany those changes, whilst retaining the essence of the business which allowed it to build such a solid base from which to springboard future success.

PRINCIPAL RISKS AND UNCERTAINTIES
As with all businesses, there is an inherent level of risk and uncertainty associated with constantly evolving and fluctuating market conditions. This applies within the motor industry itself, to government economic policy and the economic climate both within the United Kingdom and, indeed, globally.

POST BALANCE SHEET EVENTS
On 1 September 2022 there was a change in controlling party to Group 1 Automotive UK Limited. Refer to note 24 for further details of this and other post balance sheet events.

SECTION 172(1) STATEMENT
Stakeholder engagement
The board of directors have a legal responsibility under section 172 of the Companies Act 2006 to act in the way we consider, in good faith, would be most likely to promote the company's success for the benefit of its members as a whole, and to have regard to the long-term effect of our decisions on the company and its stakeholders. This statement addresses the ways in which we as a board outwork this responsibility.

Decision making
Regular operational and strategic meetings are held by the directors and core management team. The attendance of appropriate individuals at each meeting ensures the board has access to the key factors affecting all areas of the business, shorter term or longer.

Furthermore, the company is in constant communication with BMW (UK) Limited, the wider franchise network and various industry specific news sources. This enables the directors to keep abreast of all longer-term shifts in the company's operating markets, ensuring the company's future is never compromised for the sake of its immediate needs.

Shareholder engagement
The company has a successful trading history and during the period, the Styles family continued to maintain an active interest in the business' activities and were personally represented on the board of directors. This shareholder engagement, including the regular sharing of strategy and performance with the US parent company, Group 1 Automotive Inc. continues under the new ownership.


FAIRFIELD GARAGE (LEIGH-ON-SEA) LIMITED (REGISTERED NUMBER: 00916058)

STRATEGIC REPORT
FOR THE PERIOD 1 JANUARY 2022 TO 31 AUGUST 2022

ENGAGEMENT WITH EMPLOYEES
The company maintains an enviable workforce of local employees spanning all aspects of a busy dealership. Staff are rewarded in line with comparable local markets, provided with specific training relevant to their needs and given the constant opportunity for development. The board also fosters a positive, engaging, attitude across all staff levels, and employee consultation is a key part of any significant operational changes.

ENGAGEMENT WITH SUPPLIERS, CUSTOMERS AND OTHERS
Business relationships
Over its many years of operations, the company has fostered very strong relationships with its key suppliers and local customer base.

The company's primary supplier remains BMW (UK) Limited, with whom the company keeps a close working relationship at all times. Other suppliers are not neglected, however, and the directors continue to deal with all suppliers openly, fairly and with integrity.

The company maintains a wide customer base, both personal and corporate. Regular mystery shopper visits and brand operational standards ensure Fairfield's customers receive the best service the company can offer, at all times. Furthermore, the company is pleased to repeatedly welcome back customers it has been serving for decades.

Community and environmental impact
The directors remain ever conscious of the impact their business has on the local community and environment. As well as being a significant local employer, the company also gives back to the surrounding community via a number of sponsorship and support schemes. It is also mindful of the disruption it causes its immediate neighbours (residential and commercial) and therefore remains considerate in its activities and operational hours.

Environmentally, the company is at the forefront of vehicular advancements - Fairfield was originally one of the flagship dealerships for the BMW electric range and incorporates various hybrid and low emission vehicles into its range. Operationally, the company processes all waste and hazardous material in accordance with prevailing legislation and guidance.

Business conduct
The directors continually assess the company's activities to ensure at all times the business is offering a high standard of business conduct, in accordance with the premium, high quality, marques of vehicle which forms its core business.


FAIRFIELD GARAGE (LEIGH-ON-SEA) LIMITED (REGISTERED NUMBER: 00916058)

STRATEGIC REPORT
FOR THE PERIOD 1 JANUARY 2022 TO 31 AUGUST 2022

STREAMLINED ENERGY AND CARBON REPORTING
During the course of the period, the company consumed approximately 1,187 (2021 - 1,760) MWh of energy. This is made up of:
(a) electricity 470 (2021 - 690) MWh;
(b) gas 202 (2021 - 309) MWh; and
(c) road fuel 515 (2021 - 761) MWh.

Given the wide variety of vehicles (business owned and reimbursed personal) utilised by the company over the course of the year, it is inherently difficult to obtain precise consumption data particularly for road fuel. For the purposes of this reporting, the company has therefore extrapolated its total fuel costs against an average fuel price of £1.71 (2021 - £1.33) per litre and an average energy content of 10kWh (2021 - 10kWh) per litre of fuel (petrol and diesel).

Using Department for Business, Energy and Industrial Strategy published conversion factors, the company calculates its total greenhouse gas emissions amount to 260 (2021 - 397) tonnes of CO2. This is made up of:
(a) electricity 91 (2021 - 147) tonnes;
(b) gas 41 (2021 - 63) tonnes; and
(c) road fuel 128 (2021 - 188) tonnes.

This therefore equates to an approximate emission intensity of 5.3 (2021 - 5.9) tonnes of CO2 per £1m of sales revenue.

ON BEHALF OF THE BOARD:





D McHenry - Director


22 August 2023

FAIRFIELD GARAGE (LEIGH-ON-SEA) LIMITED (REGISTERED NUMBER: 00916058)

REPORT OF THE DIRECTORS
FOR THE PERIOD 1 JANUARY 2022 TO 31 AUGUST 2022

The directors present their report with the financial statements of the company for the period 1 January 2022 to 31 August 2022.

DIVIDENDS
During the course of the year the company declared a distribution in specie of £1,054,005 of intragroup loan balances, the benefits of which were transferred to the company's parent. No other distributions for the year arose.

EVENTS SINCE THE END OF THE PERIOD
Information relating to events since the end of the period is given in the notes to the financial statements.

DIRECTORS
D Kenningham , D McHenry and G Hobson were appointed as directors after 31 August 2022 but prior to the date of this report.

S N Goldring and M A K Styles ceased to be directors after 31 August 2022 but prior to the date of this report.

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;
-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 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 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 company's auditors are aware of that information.

ON BEHALF OF THE BOARD:





D McHenry - Director


22 August 2023

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
FAIRFIELD GARAGE (LEIGH-ON-SEA) LIMITED

Opinion
We have audited the financial statements of Fairfield Garage (Leigh-on-Sea) Limited (the 'company') for the period ended 31 August 2022 which comprise the Statement of Comprehensive Income, Balance Sheet, 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 August 2022 and of its profit for the period 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
In auditing the financial statements, we have concluded that the directors' 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 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 directors with respect to going concern are described in the relevant sections of this report.

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 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 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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
FAIRFIELD GARAGE (LEIGH-ON-SEA) LIMITED


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 six, 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.

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.

In order to address the risks of misstatements in respect of irregularities, including fraud, we have:

- obtained an understanding of the key laws and regulations applicable to the company, including the Companies Act 2006, its BMW franchise agreement and applicable taxation legislation;
- assessed the company's own internal controls and systems for the prevention and detection of irregularities and particularly the control environment within which they operate;
- determined a materiality level and audit approach sufficient to identify most irregularities, including fraud, that may occur;
- considered our own involvement in the preparation of the company's statutory financial statements and taxation returns;
- conducted audit verification work, on a sample basis, on the key audit areas and risks we have identified; and
- reflected on the outcome of our work, and the likelihood that conclusions drawn may be indicative of other areas of potential irregularity.

We therefore consider our audit approach has been sufficient to detect material irregularities, including fraud.

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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
FAIRFIELD GARAGE (LEIGH-ON-SEA) LIMITED


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.




S T Blundell FCA (Senior Statutory Auditor)
for and on behalf of Goldwyns Limited
Statutory Auditors and Chartered Accountants
Rutland House
90-92 Baxter Avenue
Southend on Sea
Essex
SS2 6HZ

29 August 2023

FAIRFIELD GARAGE (LEIGH-ON-SEA) LIMITED (REGISTERED NUMBER: 00916058)

STATEMENT OF COMPREHENSIVE
INCOME
FOR THE PERIOD 1 JANUARY 2022 TO 31 AUGUST 2022

PERIOD
1/1/22
TO YEAR ENDED
31/8/22 31/12/21
Notes £    £   

TURNOVER 49,086,568 67,230,639

Cost of sales 45,557,993 62,947,115
GROSS PROFIT 3,528,575 4,283,524

Administrative expenses 2,243,752 2,773,836
1,284,823 1,509,688

Other operating income 206,323 730,989
OPERATING PROFIT 4 1,491,146 2,240,677

Interest receivable and similar income 5 46,072 57,145
1,537,218 2,297,822

Interest payable and similar expenses 6 75,124 120,487
PROFIT BEFORE TAXATION 1,462,094 2,177,335

Tax on profit 7 334,756 398,270
PROFIT FOR THE FINANCIAL PERIOD 1,127,338 1,779,065

OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME
FOR THE PERIOD

1,127,338

1,779,065

FAIRFIELD GARAGE (LEIGH-ON-SEA) LIMITED (REGISTERED NUMBER: 00916058)

BALANCE SHEET
31 AUGUST 2022

2022 2021
Notes £    £    £    £   
FIXED ASSETS
Tangible assets 9 13,767,622 2,033,201
Investment property 10 - 276,705
13,767,622 2,309,906

CURRENT ASSETS
Stocks 11 8,604,421 7,329,709
Debtors 12 2,572,532 15,223,694
Cash at bank and in hand 1,321,026 610
12,497,979 22,554,013
CREDITORS
Amounts falling due within one year 13 10,248,686 8,972,230
NET CURRENT ASSETS 2,249,293 13,581,783
TOTAL ASSETS LESS CURRENT
LIABILITIES

16,016,915

15,891,689

PROVISIONS FOR LIABILITIES 17 152,291 100,398
NET ASSETS 15,864,624 15,791,291

CAPITAL AND RESERVES
Called up share capital 18 39,304 39,304
Share premium 19 44,889 44,889
Capital redemption reserve 19 38,828 38,828
Retained earnings 19 15,741,603 15,668,270
SHAREHOLDERS' FUNDS 15,864,624 15,791,291

The financial statements were approved by the Board of Directors and authorised for issue on 22 August 2023 and were signed on its behalf by:





D McHenry - Director


FAIRFIELD GARAGE (LEIGH-ON-SEA) LIMITED (REGISTERED NUMBER: 00916058)

STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD 1 JANUARY 2022 TO 31 AUGUST 2022

Called up Capital
share Retained Share redemption Total
capital earnings premium reserve equity
£    £    £    £    £   

Balance at 1 January 2021 39,304 13,893,650 44,889 38,828 14,016,671

Changes in equity
Dividends - (4,445 ) - - (4,445 )
Total comprehensive income - 1,779,065 - - 1,779,065
Balance at 31 December 2021 39,304 15,668,270 44,889 38,828 15,791,291

Changes in equity
Dividends - (1,054,005 ) - - (1,054,005 )
Total comprehensive income - 1,127,338 - - 1,127,338
Balance at 31 August 2022 39,304 15,741,603 44,889 38,828 15,864,624

FAIRFIELD GARAGE (LEIGH-ON-SEA) LIMITED (REGISTERED NUMBER: 00916058)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD 1 JANUARY 2022 TO 31 AUGUST 2022

1. STATUTORY INFORMATION

Fairfield Garage (Leigh-on-Sea) 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.

The company was sold on the 1 September 2022 and hence the financial statements are drawn up for the 8 months to the transfer of ownership. As the comparatives report a full year, for this reason, the figures are not entirely comparable.

Financial Reporting Standard 102 - reduced disclosure exemptions
Exemption has been taken from preparing a cash flow statement on the grounds that the parent company includes the subsidiary in its published financial statements.

Turnover
Turnover represents the net accrued income of a motor group, including a BMW and MINI retailer, excluding value added tax. Income from the sale of cars, parts, associated goods and commissions are recognised in the period in which the customer takes legal responsibility for the goods. Income receivable for the provision of services, including bodyshop repair work, is recognised in the period to which entitlement is incurred.

Tangible fixed assets
Depreciation is provided on all tangible assets at rates calculated to write off the cost, less estimated residual value, of each asset evenly over its expected useful life as follows:

Freehold property- fifty years
Leasehold property- evenly over the lease term
Plant and machinery- four to twenty years
Fixtures and fittings- two to twenty years
Computer equipment- three years

Where substantial dealership refurbishment works have been apportioned to other fixed asset categories, the depreciation has instead been charged over the remaining period of the building's life.

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.

Current asset investments
The company has a policy of investing surplus reserves into short term property development agreements which are anticipated to return a higher yield than fixed term cash deposits.

When undertaking property development the properties are recognised at cost, less any necessary provision for impairment. Once the development is complete and the property is available for sale, the current asset investment is then recognised at market value with any gains or losses accruing reflected in the profit and loss account. At the final disposal of the current asset, the total surplus or deficit is recognised in the profit and loss account.

FAIRFIELD GARAGE (LEIGH-ON-SEA) LIMITED (REGISTERED NUMBER: 00916058)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE PERIOD 1 JANUARY 2022 TO 31 AUGUST 2022

2. ACCOUNTING POLICIES - continued

Stocks
Stock is valued at the lower of cost and net realisable value, as follows:

Vehicles - actual cost of purchase
Parts, oil and consumables - actual cost of purchase
Work in progress - cost of direct materials and labour

Due allowance has been made for obsolete and slow moving items.

Taxation
Taxation for the period comprises current and deferred tax. Tax is recognised in the 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 period 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.

3. EMPLOYEES AND DIRECTORS
PERIOD
1/1/22
TO YEAR ENDED
31/8/22 31/12/21
£    £   
Wages and salaries 2,963,330 4,152,928
Social security costs 306,653 403,796
Other pension costs 59,989 85,540
3,329,972 4,642,264

FAIRFIELD GARAGE (LEIGH-ON-SEA) LIMITED (REGISTERED NUMBER: 00916058)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE PERIOD 1 JANUARY 2022 TO 31 AUGUST 2022

3. EMPLOYEES AND DIRECTORS - continued

The average number of employees during the period was as follows:
PERIOD
1/1/22
TO YEAR ENDED
31/8/22 31/12/21

Sales 43 41
Service 40 39
Parts 14 13
Bodyshop 11 10
Accounts and administration 19 20
Directors 2 2
129 125

PERIOD
1/1/22
TO YEAR ENDED
31/8/22 31/12/21
£    £   
Directors' remuneration 64,942 82,030
Directors' pension contributions to money purchase schemes 4,739 5,508

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes 2 2

4. OPERATING PROFIT

The operating profit is stated after charging/(crediting):

PERIOD
1/1/22
TO YEAR ENDED
31/8/22 31/12/21
£    £   
Depreciation - owned assets 124,294 192,153
Profit on disposal of fixed assets - (129,366 )
Auditors' remuneration 25,000 30,000
Auditors' remuneration - non-audit services 1,830 4,500
Operating leases - land and buildings 703,675 1,021,200

5. INTEREST RECEIVABLE AND SIMILAR INCOME
PERIOD
1/1/22
TO YEAR ENDED
31/8/22 31/12/21
£    £   
Other interest received 46,072 57,145

FAIRFIELD GARAGE (LEIGH-ON-SEA) LIMITED (REGISTERED NUMBER: 00916058)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE PERIOD 1 JANUARY 2022 TO 31 AUGUST 2022

6. INTEREST PAYABLE AND SIMILAR EXPENSES
PERIOD
1/1/22
TO YEAR ENDED
31/8/22 31/12/21
£    £   
Bank interest 88 1,212
Loan interest 75,036 119,275
75,124 120,487

7. TAXATION

Analysis of the tax charge
The tax charge on the profit for the period was as follows:
PERIOD
1/1/22
TO YEAR ENDED
31/8/22 31/12/21
£    £   
Current tax:
UK corporation tax 282,863 408,201

Deferred tax 51,893 (9,931 )
Tax on profit 334,756 398,270

Reconciliation of total tax charge included in profit and loss
The tax assessed for the period is higher than the standard rate of corporation tax in the UK. The difference is explained below:

PERIOD
1/1/22
TO YEAR ENDED
31/8/22 31/12/21
£    £   
Profit before tax 1,462,094 2,177,335
Profit multiplied by the standard rate of corporation tax in the UK of
19% (2021 - 19%)

277,798

413,694

Effects of:
Income not taxable for tax purposes - (24,579 )
Capital allowances in excess of depreciation 51,893 -
Depreciation not deductible for tax purposes 5,065 9,155


Total tax charge 334,756 398,270

FAIRFIELD GARAGE (LEIGH-ON-SEA) LIMITED (REGISTERED NUMBER: 00916058)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE PERIOD 1 JANUARY 2022 TO 31 AUGUST 2022

8. DIVIDENDS
PERIOD
1/1/22
TO YEAR ENDED
31/8/22 31/12/21
£    £   
"A" Ordinary shares of £1 each
Interim 806,979 3,403
"B" Ordinary shares of £1 each
Interim 247,026 1,042
1,054,005 4,445

9. TANGIBLE FIXED ASSETS
Freehold Short Plant and
property leasehold machinery
£    £    £   
COST
At 1 January 2022 - 1,314,597 1,708,651
Additions 11,800,000 - 42,588
At 31 August 2022 11,800,000 1,314,597 1,751,239
DEPRECIATION
At 1 January 2022 - 283,031 1,280,792
Charge for period - 35,106 34,643
At 31 August 2022 - 318,137 1,315,435
NET BOOK VALUE
At 31 August 2022 11,800,000 996,460 435,804
At 31 December 2021 - 1,031,566 427,859

Fixtures
and Computer
fittings equipment Totals
£    £    £   
COST
At 1 January 2022 1,066,601 294,631 4,384,480
Additions 6,509 9,618 11,858,715
At 31 August 2022 1,073,110 304,249 16,243,195
DEPRECIATION
At 1 January 2022 525,680 261,776 2,351,279
Charge for period 38,146 16,399 124,294
At 31 August 2022 563,826 278,175 2,475,573
NET BOOK VALUE
At 31 August 2022 509,284 26,074 13,767,622
At 31 December 2021 540,921 32,855 2,033,201

Shortly before the period end, the company re-acquired its trading properties from a fellow subsidiary at the current market value.

FAIRFIELD GARAGE (LEIGH-ON-SEA) LIMITED (REGISTERED NUMBER: 00916058)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE PERIOD 1 JANUARY 2022 TO 31 AUGUST 2022

10. INVESTMENT PROPERTY
Total
£   
FAIR VALUE
At 1 January 2022 276,705
Disposals (276,705 )
At 31 August 2022 -
NET BOOK VALUE
At 31 August 2022 -
At 31 December 2021 276,705

The company's investment property was transferred to another subsidiary during the period at book value.

11. STOCKS
2022 2021
£    £   
Vehicle stock 8,238,583 7,124,956
Parts stock 229,874 124,952
Oil and consumable stock 18,899 11,834
Work-in-progress 117,065 67,967
8,604,421 7,329,709

12. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2022 2021
£    £   
Trade debtors 2,108,018 2,643,707
Amounts owed by group undertakings 205,511 11,098,299
Other debtors 94,820 1,345,464
Prepayments and accrued income 164,183 136,224
2,572,532 15,223,694

13. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2022 2021
£    £   
Bank loans and overdrafts (see note 14) 47,698 192,898
Finance leases (see note 15) 2,282,846 1,657,864
Trade creditors 7,213,226 4,345,497
Tax 124,404 118,935
Social security and other taxes 276,484 470,221
Other creditors 15,125 394,385
Directors' loan accounts - 1,629,611
Accrued expenses 288,903 162,819
10,248,686 8,972,230

FAIRFIELD GARAGE (LEIGH-ON-SEA) LIMITED (REGISTERED NUMBER: 00916058)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE PERIOD 1 JANUARY 2022 TO 31 AUGUST 2022

14. LOANS

An analysis of the maturity of loans is given below:

2022 2021
£    £   
Amounts falling due within one year or on demand:
Bank overdrafts 47,698 192,898

15. LEASING AGREEMENTS

Minimum lease payments under finance leases fall due as follows:

Finance leases
2022 2021
£    £   
Net obligations repayable:
Within one year 2,282,846 1,657,864

16. SECURED DEBTS

The following secured debts are included within creditors:

2022 2021
£    £   
Bank overdrafts 47,698 192,898
Director's loan account - 1,629,611
Stocking loans 6,008,887 3,078,941
6,056,585 4,901,450

In support of the company's banking arrangements, Barclays Plc held a debenture and first legal charge over the company's primary trading properties (previously held by a fellow subsidiary). Cross guarantees also existed in support of the same, with Fairfield Limited and other companies in the group.

BMW Group retain title of the funded vehicle stock until settlement of the stocking loans.

17. PROVISIONS FOR LIABILITIES
2022 2021
£    £   
Deferred tax 152,291 100,398

Deferred
tax
£   
Balance at 1 January 2022 100,398
Charge to Statement of Comprehensive Income during period 51,893
Balance at 31 August 2022 152,291

FAIRFIELD GARAGE (LEIGH-ON-SEA) LIMITED (REGISTERED NUMBER: 00916058)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE PERIOD 1 JANUARY 2022 TO 31 AUGUST 2022

17. PROVISIONS FOR LIABILITIES - continued

Deferred tax provision consists mainly of capital allowances exceeding depreciation and revaluations of fixed asset investments, less a number of other short term timing differences.

At the balance sheet date, the company also had in excess of £0.7million of capital losses it will be able to offset against future chargeable gains, although no deferred tax asset has been recognised in respect of these. However, the company was subject to an enquiry by HM Revenue and Customs into its corporation tax return for the year ended 31 December 2020 and particularly the capital losses arising therein. HM Revenue and Customs had contested the validity of the losses (in totality) but have since stood down their position, albeit formal closure is awaited. No further liabilities have been recognised in respect of the matter.

18. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2022 2021
value: £    £   
30,092 "A" Ordinary £1 30,092 30,092
9,212 "B" Ordinary £1 9,212 9,212
39,304 39,304

19. RESERVES
Capital
Retained Share redemption
earnings premium reserve Totals
£    £    £    £   

At 1 January 2022 15,668,270 44,889 38,828 15,751,987
Profit for the period 1,127,338 1,127,338
Dividends (1,054,005 ) (1,054,005 )
At 31 August 2022 15,741,603 44,889 38,828 15,825,320

20. PENSION COMMITMENTS

The company operates a defined contribution scheme in respect of its employees. During the period, premiums paid by the company amounted to £55,250 (2021 - £80,032). There were premiums of £16,937 (2021 - £16,252) outstanding at the period end.

21. ULTIMATE PARENT COMPANY

At the balance sheet date, the directors considered the ultimate parent company was Fairfield Limited, a company registered in England and Wales. Fairfield Limited was the parent company of the largest and smallest group of which Fairfield Garage (Leigh-on-Sea) Limited was a member and for which group accounts are prepared. Group accounts are available from Companies House.

However, on 1 September 2022 Group 1 Automotive UK Limited acquired the entire issued share capital, and hence control, of the company.

FAIRFIELD GARAGE (LEIGH-ON-SEA) LIMITED (REGISTERED NUMBER: 00916058)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE PERIOD 1 JANUARY 2022 TO 31 AUGUST 2022

22. CONTINGENT LIABILITIES

Fairfield Limited and its subsidiaries (Fairfield Garage (Leigh-on-Sea) Limited, Fairfield Real Estate Limited and Fairfield Investment Properties Limited) were jointly entered into a VAT group and a corporation tax group payment arrangement. Fairfield Garage (Leigh-on-Sea) Limited was the representative member for both taxes. Members of the VAT group are jointly and severally liable for the debts of any party within it, whilst members of the corporation tax group only implicitly bear financial obligations of their associates.

The tax grouping arrangements were severed following the acquisition of the company by new owners on 1 September 2022.

23. RELATED PARTY DISCLOSURES

During the period, the company's total compensation to key management personnel (including directors) amounted to £132,932 (2021 - £184,270). The company was also charged rent of £222,875 and interest of £56,986 (2021 - £300,000 and £106,482 respectively) by key management personnel. At the balance sheet date, the company owed key management personnel £nil (2021 - £1,629,611).

During the period the company was charged interest of £740 (2021 - £658) by close members of the directors' families and, at the balance sheet date, the company owed them £nil (2021 - £119,786).

24. POST BALANCE SHEET EVENTS

On 1 September 2022 there was a change in controlling party as detailed in note 25.

25. ULTIMATE CONTROLLING PARTY

The ultimate controlling party throughout the period was M A K Styles. From 1 September 2022, the company has been under the control of Group 1 Automotive UK Limited following its acquisition of 100% of the share capital. The ultimate parent undertaking of Group 1 Automotive UK Limited is Group 1 Automotive Inc., a company listed on the New York stock exchange.