Ambassador Group Holdings Limited - Limited company accounts 23.2
Ambassador Group Holdings Limited - Limited company accounts 23.2
REGISTERED NUMBER: SC630720 (Scotland) |
Group Strategic Report, Report of the Directors and |
Consolidated Financial Statements for the Year Ended 31 December 2022 |
for |
Ambassador Group Holdings Limited |
Ambassador Group Holdings Limited (Registered number: SC630720) |
Contents of the Consolidated Financial Statements |
for the Year Ended 31 December 2022 |
Page |
Company Information | 1 |
Group Strategic Report | 2 |
Report of the Directors | 6 |
Report of the Independent Auditors | 7 |
Consolidated Statement of Comprehensive Income | 10 |
Consolidated Balance Sheet | 12 |
Company Balance Sheet | 13 |
Consolidated Statement of Changes in Equity | 14 |
Company Statement of Changes in Equity | 15 |
Consolidated Cash Flow Statement | 16 |
Notes to the Consolidated Cash Flow Statement | 17 |
Notes to the Consolidated Financial Statements | 19 |
Ambassador Group Holdings Limited |
Company Information |
for the Year Ended 31 December 2022 |
DIRECTORS: |
SECRETARY: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Chartered Accountants and Statutory Auditors |
145 St Vincent Street |
Glasgow |
G2 5JF |
Ambassador Group Holdings Limited (Registered number: SC630720) |
Group Strategic Report |
for the Year Ended 31 December 2022 |
The directors present their strategic report of the company and the group for the year ended 31 December 2022. |
REVIEW OF BUSINESS |
The Accounts have been prepared under FRS 102. |
The Group's key financial and performance indicators during the year are as follows: |
2022 | 2021 |
£'000000 | £'000000 |
Turnover | 38,559 | 24,780 |
Operating Profit / (Loss) | 2,001 | 1,653 |
Profit attributable to Group | (573 | ) | (1,105 | ) |
Total Shareholders' Funds | 1,966 | 2,289 |
The Group continued to conduct the majority of its business through two main divisions - Ambassador Residential Management, which specializes in residential land acquisition and development (through the Ambassador Living brand); and Ambassador Investment Management, focusing on real estate assets with significant development or asset management potential. The majority of the Group's earnings are derived from assets acquired through joint venture arrangements and associated structures, put in place with selected and long-standing capital partners. This has, over recent years, been a key feature of the Group's business model, whereby after sourcing the relevant opportunity, the Group then typically co-invests in the acquisition alongside the capital partner and is then engaged in the ongoing development or management of the acquired asset. |
The combination of material and labour shortages, significant inflation and reduction in residential sales rates presented challenges which continued to impact on the operational efficiency of our Group. We have however, continued to operate our business in a productive and efficient manner. |
Ambassador Investment Management |
Towards the end of 2022 we obtained approval in respect of our detailed planning application at Finnieston, Glasgow, for a mixed-use development, incorporating a mix of 132 energy-efficient, high-specification luxury apartments as well as 9,000 sq ft of prime retail space. Our plans are designed to reinvigorate the brownfield site with an iconic and sustainably led landmark development at what is regarded by many as the gateway to the West End of Glasgow. |
Broadway Park in Edinburgh continued to yield solid income for the Group, as we continued the execution of our asset management plan. In addition to Broadway and Finnieston, Ambassador has invested in and manages a further four investment properties across the Central Belt of Scotland. |
Certain underlying asset values have been negatively impacted during the accounting period, which has also affected the consolidated Group results. We anticipate that certain of these factors will unwind as the market stabilises, and we continue with our asset management plans. |
We continued our asset management plan to transform Ocean Terminal Shopping Centre in Leith, Edinburgh, continuing a Planning process which will lead to transformational change and longevity for the Centre. During the year we obtained approval in respect of our detailed planning application for the first phase of the masterplan, encompassing the demolition of the north end of the existing centre and construction of new frontage, with retail and hospitality units looking out on to new public realm. Since year-end the second phase has also received unanimous approval. This is set to deliver a pedestrian-centred waterfront, residential, retail and commercial spaces in what is projected to amount to a £250m investment in Leith's waterfront, retaining and creating more than 600 local jobs on an ongoing basis. |
Our Investments team continues to explore new opportunities for investment as we move forward with our capital partner base. |
Ambassador Group Holdings Limited (Registered number: SC630720) |
Group Strategic Report |
for the Year Ended 31 December 2022 |
Ambassador Residential Management |
At year-end, Ambassador was operational on five residential sites, providing excellent geographic coverage across several market sectors. We continued to carry out significant infrastructure and enabling works on Bangour Village Estate, and during the year secured new funding facilities to do so. We obtained Planning Permission in Principle for the development of the 215-acre estate, which will see the construction of over 900 energy efficient homes, the retention and refurbishment of eleven listed buildings, delivery of a district heating system, a community retail hub and significant investment in education provision for the area, including the construction of a new primary school on site. |
The business continues to improve procedures in relation to estimating, cost reporting and cost control to improve forecasting processes moving forward, as well as reducing the size of building contract phases, thus further mitigating the potential for significant irrecoverable costs as a consequence of industry macro forces. |
OUTLOOK |
As noted in the prior year, the 'Mini-Budget' of September '22 caused turmoil in the financial markets and gave rise to incremental economic headwinds for the Group to deal with, against a background of macro challenges including the conflict in Ukraine, volatility in the energy markets and global supply chains and the ongoing consequences of Brexit. |
The Ambassador team has shown remarkable agility and resilience in the face of these significant challenges, and the Board would once again wish to acknowledge the effort and contribution of the whole team. |
The Group continues to manage its resources carefully. Whilst we anticipate the economic backdrop to remain challenging for the medium term, we have confidence in our ability to absorb any remaining impact through ongoing trading. |
We remain passionate, prudent, but excited about the future of Ambassador. |
Ambassador Group Holdings Limited (Registered number: SC630720) |
Group Strategic Report |
for the Year Ended 31 December 2022 |
PRINCIPAL RISKS AND UNCERTAINTIES |
The following risks and associated mitigation processes represent the key risks and uncertainties which affect the group and how the directors address these. They are not intended to be an exhaustive analysis of all the risks facing the business. |
1. COVID-19 |
Risks: |
The last three years has exposed the majority of businesses to the economic impact of a global pandemic. While the threat of a pandemic has dissipated, there remains the possibility that other variants could materialise and restrictions reintroduced. |
Mitigating processes: |
While mitigating actions will depend on the nature and extent of any pandemic, the group remains resilient given its |
arrangements with private equity partners. |
2. Economic risks |
Risks: |
The group's business operations are sensitive to economic conditions and, in particular, to inflationary pressures on pricing and implications to the levels of cost of materials. Property values are also impacted by the economic uncertainty. |
Mitigation processes: |
The directors regularly review the impact of the economic conditions on the group's budget and strategic plans, to ensure that we maintain our competitive position in the market. We try to foster mutually beneficial and long-term relationships with our suppliers whilst at the same time driving down costs in all areas. We have successfully negotiated various contracts, and will continue to do so, to mitigate significant increases in costs where possible and employ a number of other techniques to protect us from price volatility. |
3. Regulatory risks |
Risks: |
A failure to comply with health and safety legislation could lead to an incident which causes serious illness, injury or even loss of life to one of our customers, employees or other stakeholders, in turn leading to a significant impact on our reputation. |
Mitigation processes: |
We have a range of policies and procedures in place, including training, improved reporting and regular monitoring, to ensure compliance with existing regulatory requirements. This includes processes and procedures in relation to health and safety. |
4. Supply chain risks |
Risks: |
The directors and senior management work with a number of key suppliers to facilitate the continued high quality construction within our development sites. There is therefore a risk of interruption of supply and of failure of such key suppliers or distributors. |
Mitigation processes: |
Our senior management is expected to work closely with our third-party suppliers, producers and supply chain partners to ensure that our relationships with them are positive and constructive at all times. Senior management regularly review the financial position of our major suppliers to assess the risk of them ceasing to be able to trade. It is our opinion that due to the non-specialist nature of the services used, our senior management would be able to source alternative supply arrangements should one of our suppliers cease to trade. |
Ambassador Group Holdings Limited (Registered number: SC630720) |
Group Strategic Report |
for the Year Ended 31 December 2022 |
5. Financial risks |
Risks: |
It is vital to the business that we continue to meet our financial covenants and to ensure that there is sufficient financing to meet our business needs. We are exposed to interest rate risk on the variable rate components of our financing. We are also reliant on maintaining sound systems of internal control and on our information systems and technology to ensure the smooth operation of our business without risk of fraud or material error. |
Mitigation processes: |
Directors constantly monitor our performance against our financial covenants and undertakes detailed stress-testing of our performance against those covenants on a regular basis. Working capital is closely managed and carefully forecast, with regular dialogue with our private equity partners. |
6. People risks |
Risks: |
We recognise the importance of attracting, retaining, developing and motivating the best people to help take our business forward and to ensure that we can deliver our operational and strategic objectives. Failure to attract these individuals could impact our ability to achieve our operational and strategic objectives. |
Mitigation processes: |
Directors aim to recruit the best people with the right skills and offer training and development programmes to ensure that we retain them. Staff contracts and turnover trends are reviewed and benchmarked to highlight any potential issues. |
ON BEHALF OF THE BOARD: |
Ambassador Group Holdings Limited (Registered number: SC630720) |
Report of the Directors |
for the Year Ended 31 December 2022 |
The directors present their report with the financial statements of the company and the group for the year ended 31 December 2022. |
DIVIDENDS |
No dividends will be distributed for the year ended 31 December 2022. |
DIRECTORS |
The directors shown below have held office during the whole of the period from 1 January 2022 to the date of this report. |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations. |
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to: |
- | select suitable accounting policies and then apply them consistently; |
- | make judgements and accounting estimates that are reasonable and prudent; |
- | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he 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. |
ON BEHALF OF THE BOARD: |
Report of the Independent Auditors to the Members of |
Ambassador Group Holdings Limited |
Opinion |
We have audited the financial statements of Ambassador Group Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2022 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 2022 and of the group's 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 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 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 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 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 Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether 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 Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
Report of the Independent Auditors to the Members of |
Ambassador Group Holdings Limited |
Matters on which we are required to report by exception |
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors. |
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
- | adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
- | the parent company financial statements are not in agreement with the accounting records and returns; or |
- | certain disclosures of directors' remuneration specified by law are not made; or |
- | we have not received all the information and explanations we require for our audit. |
Responsibilities of directors |
As explained more fully in the Statement of Directors' Responsibilities set out on page 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 group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so. |
Auditors' responsibilities for the audit of the financial statements |
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following: |
- the nature of the industry and sector, control environment and business performance; |
- results of our enquiries of management about their own identification and assessment of the risks and irregularities; |
- any matters we identified having reviewed the company's internal controls established to mitigate risks of fraud or |
non- compliance with laws and regulations; |
- the matters discussed among the audit engagement team regarding how and where fraud might occur in the |
financial statements and any potential indicators of fraud. |
We obtained an understanding of the legal and regulatory framework that the company operates in. The key laws and regulations we considered included the UK Companies Act and tax legislation. We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items. In addition we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company's ability to operate. These included health and safety, GDPR and employment laws. Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the directors, inspection of regulatory and legal correspondence, if any, and review of minutes of meetings.These limited procedures did not identify actual or suspected non-compliance. |
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 |
Ambassador Group Holdings 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. |
for and on behalf of |
Chartered Accountants and Statutory Auditors |
145 St Vincent Street |
Glasgow |
G2 5JF |
Ambassador Group Holdings Limited (Registered number: SC630720) |
Consolidated Statement of Comprehensive Income |
for the Year Ended 31 December 2022 |
31.12.22 | 31.12.21 |
Notes | £ | £ |
TURNOVER | 38,588,952 | 24,779,845 |
Cost of sales | (32,301,603 | ) | (18,305,299 | ) |
GROSS PROFIT | 6,287,349 | 6,474,546 |
Administrative expenses |
including transaction costs | (4,408,218 | ) | (4,865,868 | ) |
1,879,131 | 1,608,678 |
Other operating income | 122,198 | 44,652 |
OPERATING PROFIT | 5 | 2,001,329 | 1,653,330 |
Profit/loss on disposal of |
subsidiary | 6 | 7,440,091 | - |
9,441,420 | 1,653,330 |
Interest receivable and similar income | 90,841 | 236,248 |
9,532,261 | 1,889,578 |
(Loss)/Profit share on investment | 7 | (777,209 | ) | 540,042 |
Gain/loss on revaluation of assets | (2,616,528 | ) | (936,237 | ) |
6,138,524 | 1,493,383 |
Interest payable and similar expenses | 8 | (6,603,211 | ) | (2,411,186 | ) |
LOSS BEFORE TAXATION | (464,687 | ) | (917,803 | ) |
Tax on loss | 9 | 142,000 | (354,483 | ) |
LOSS FOR THE FINANCIAL YEAR | ( |
) | ( |
) |
OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
(322,687 |
) |
Prior year adjustment | 862,532 |
TOTAL COMPREHENSIVE INCOME SINCE LAST ANNUAL REPORT |
(409,754 |
) |
Loss attributable to: |
Owners of the parent | (573,124 | ) | (1,104,924 | ) |
Non-controlling interests | 250,437 | (167,362 | ) |
(322,687 | ) | (1,272,286 | ) |
Ambassador Group Holdings Limited (Registered number: SC630720) |
Consolidated Statement of Comprehensive Income |
for the Year Ended 31 December 2022 |
31.12.22 | 31.12.21 |
£ | £ |
Total comprehensive income attributable to: |
Owners of the parent | (573,124 | ) | (242,392 | ) |
Non-controlling interests | 250,437 | (167,362 | ) |
(322,687 | ) | (409,754 | ) |
Ambassador Group Holdings Limited (Registered number: SC630720) |
Consolidated Balance Sheet |
31 December 2022 |
31.12.22 | 31.12.21 |
Notes | £ | £ |
FIXED ASSETS |
Intangible assets | 12 | (98,088 | ) | (112,987 | ) |
Tangible assets | 13 | 95,579 | 25,667 |
Investments | 14 | 74,997 | 74,947 |
Investment property | 15 | 32,400,000 | 49,080,000 |
32,472,488 | 49,067,627 |
CURRENT ASSETS |
Stocks | 16 | - | 21,040,720 |
Debtors | 17 | 8,135,478 | 6,842,821 |
Cash at bank and in hand | 3,316,854 | 5,596,790 |
11,452,332 | 33,480,331 |
CREDITORS |
Amounts falling due within one year | 18 | (14,090,679 | ) | (8,520,268 | ) |
NET CURRENT (LIABILITIES)/ASSETS | (2,638,347 | ) | 24,960,063 |
TOTAL ASSETS LESS CURRENT LIABILITIES |
29,834,141 |
74,027,690 |
CREDITORS |
Amounts falling due after more than one year |
19 |
(27,384,820 |
) |
(71,239,182 |
) |
PROVISIONS FOR LIABILITIES | 23 | (483,500 | ) | (500,000 | ) |
NET ASSETS | 1,965,821 | 2,288,508 |
CAPITAL AND RESERVES |
Called up share capital | 24 | 100 | 100 |
Retained earnings | 25 | 1,965,721 | 2,538,845 |
SHAREHOLDERS' FUNDS | 1,965,821 | 2,538,945 |
NON-CONTROLLING INTERESTS | 26 | - | (250,437 | ) |
TOTAL EQUITY | 1,965,821 | 2,288,508 |
The financial statements were approved by the Board of Directors and authorised for issue on 12 April 2024 and were signed on its behalf by: |
D Gaffney - Director |
Ambassador Group Holdings Limited (Registered number: SC630720) |
Company Balance Sheet |
31 December 2022 |
31.12.22 | 31.12.21 |
Notes | £ | £ |
FIXED ASSETS |
Intangible assets | 12 |
Tangible assets | 13 |
Investments | 14 |
Investment property | 15 |
CURRENT ASSETS |
Debtors | 17 |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CAPITAL AND RESERVES |
Called up share capital | 24 |
SHAREHOLDERS' FUNDS |
Company's profit for the financial year | - | - |
The financial statements were approved by the Board of Directors and authorised for issue on |
Ambassador Group Holdings Limited (Registered number: SC630720) |
Consolidated Statement of Changes in Equity |
for the Year Ended 31 December 2022 |
Called up |
share | Retained | Non-controlling | Total |
capital | earnings | Total | interests | equity |
£ | £ | £ | £ | £ |
Balance at 1 January 2021 | 100 | 2,781,237 | 2,781,337 | (83,075 | ) | 2,698,262 |
Prior year adjustment | - | 862,532 | 862,532 | - | 862,532 |
As restated | 100 | 3,643,769 | 3,643,869 | (83,075 | ) | 3,560,794 |
Changes in equity |
Total comprehensive income | - | (1,104,924 | ) | (1,104,924 | ) | (167,362 | ) | (1,272,286 | ) |
Balance at 31 December 2021 | 100 | 2,538,845 | 2,538,945 | (250,437 | ) | 2,288,508 |
Changes in equity |
Total comprehensive income | - | (573,124 | ) | (573,124 | ) | 250,437 | (322,687 | ) |
Balance at 31 December 2022 | 100 | 1,965,721 | 1,965,821 | - | 1,965,821 |
Ambassador Group Holdings Limited (Registered number: SC630720) |
Company Statement of Changes in Equity |
for the Year Ended 31 December 2022 |
Called up |
share | Retained | Total |
capital | earnings | equity |
£ | £ | £ |
Balance at 1 January 2021 |
Changes in equity |
Balance at 31 December 2021 |
Changes in equity |
Balance at 31 December 2022 |
Ambassador Group Holdings Limited (Registered number: SC630720) |
Consolidated Cash Flow Statement |
for the Year Ended 31 December 2022 |
31.12.22 | 31.12.21 |
Notes | £ | £ |
Cash flows from operating activities |
Cash generated from operations | 1 | 40,598,202 | (4,936,343 | ) |
Interest paid | (6,597,653 | ) | (2,411,186 | ) |
Interest element of hire purchase payments paid |
(5,558 |
) |
- |
Net cash from operating activities | 33,994,991 | (7,347,529 | ) |
Cash flows from investing activities |
Purchase of tangible fixed assets | (10,008 | ) | (17,989 | ) |
Purchase of fixed asset investments | (50 | ) | (12,060 | ) |
Purchase of investment property | (166,645 | ) | (436,237 | ) |
Sale of fixed asset investments | - | 400,100 |
Sale of investment property | 7,700,000 | - |
Interest received | 90,841 | 236,248 |
Net cash from investing activities | 7,614,138 | 170,062 |
Cash flows from financing activities |
New loans in year | 410,804 | 11,560,795 |
Loan repayments in year | (44,279,449 | ) | (406,231 | ) |
Capital repayments in year | (20,420 | ) | - |
Net cash from financing activities | (43,889,065 | ) | 11,154,564 |
(Decrease)/increase in cash and cash equivalents | (2,279,936 | ) | 3,977,097 |
Cash and cash equivalents at beginning of year |
2 |
5,596,790 |
1,619,693 |
Cash and cash equivalents at end of year | 2 | 3,316,854 | 5,596,790 |
Ambassador Group Holdings Limited (Registered number: SC630720) |
Notes to the Consolidated Cash Flow Statement |
for the Year Ended 31 December 2022 |
1. | RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
31.12.22 | 31.12.21 |
£ | £ |
Loss before taxation | (464,687 | ) | (917,803 | ) |
Depreciation charges | 15,369 | (2,263 | ) |
Loss on revaluation of fixed assets | 2,616,528 | 936,237 |
Share of (profit)/loss on investment | 777,209 | (342,675 | ) |
Reclassification of investment property | 6,530,117 | - |
Finance costs | 6,603,211 | 2,411,186 |
Finance income | (90,841 | ) | (236,248 | ) |
15,986,906 | 1,848,434 |
Decrease/(increase) in stocks | 21,040,720 | (6,979,871 | ) |
(Increase)/decrease in trade and other debtors | (1,944,466 | ) | 551,482 |
Increase/(decrease) in trade and other creditors | 5,515,042 | (356,388 | ) |
Cash generated from operations | 40,598,202 | (4,936,343 | ) |
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 2022 |
31.12.22 | 1.1.22 |
£ | £ |
Cash and cash equivalents | 3,316,854 | 5,596,790 |
Year ended 31 December 2021 |
31.12.21 | 1.1.21 |
£ | £ |
Cash and cash equivalents | 5,596,790 | 1,619,693 |
Ambassador Group Holdings Limited (Registered number: SC630720) |
Notes to the Consolidated Cash Flow Statement |
for the Year Ended 31 December 2022 |
3. | ANALYSIS OF CHANGES IN NET DEBT |
Other |
non-cash |
At 1.1.22 | Cash flow | changes | At 31.12.22 |
£ | £ | £ | £ |
Net cash |
Cash at bank |
and in hand | 5,596,790 | (2,279,936 | ) | 3,316,854 |
5,596,790 | (2,279,936 | ) | 3,316,854 |
Debt |
Finance leases | - | 20,420 | (90,172 | ) | (69,752 | ) |
Debts falling due |
within 1 year | (76,616 | ) | (7,104 | ) | - | (83,720 | ) |
Debts falling due |
after 1 year | (71,159,182 | ) | 43,875,749 | - | (27,283,433 | ) |
(71,235,798 | ) | 43,889,065 | (90,172 | ) | (27,436,905 | ) |
Total | (65,639,008 | ) | 41,609,129 | (90,172 | ) | (24,120,051 | ) |
Ambassador Group Holdings Limited (Registered number: SC630720) |
Notes to the Consolidated Financial Statements |
for the Year Ended 31 December 2022 |
1. | STATUTORY INFORMATION |
Ambassador Group Holdings Limited is a |
The presentation currency of the financial statements is the Pound Sterling (£). |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
Basis of consolidation |
The group financial statements incorporate Ambassador Group Holdings Limited and its subsidiaries made up to 31 December 2022. |
Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements. |
Turnover |
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
Turnover in respect of long term contracts is assessed on a contract by contract basis, whereby turnover and related costs are reflected in the profit and loss account in accordance with the stage of completion of the contract. Where the outcome of each long term contract can be assessed with reasonable certainty before its conclusion, the attributable profit is recognised in the profit and loss account as the difference between the reported turnover and related costs for that contract. |
Goodwill |
Where the fair value of net assets acquired exceed the fair value of consideration given, the difference is treated as negative goodwill. This is amortised over ten years from the date of acquisition. |
Intangible assets |
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
Ambassador Group Holdings Limited (Registered number: SC630720) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2022 |
2. | ACCOUNTING POLICIES - continued |
Tangible fixed assets |
Fixtures and fittings | - |
Motor vehicles | - |
Computer equipment | - |
The group's policy is to review the remaining useful economic lives and residual value of all tangible fixed assets on an on-going basis and to adjust the depreciation charge to reflect the remaining useful economic life and residual value. |
Fully depreciated assets are retained in cost and related accumulated depreciation until they are removed from service. In the case of disposals, assets and related depreciation are removed from the financial statements and the net amount, less proceeds from disposal, is charged or credited to the income statement. |
Impairment of fixed assets |
At each reporting period end date, the group reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs. |
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. |
If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease. |
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. |
Stocks |
Work in progress is valued at the lower of cost and net realisable value. |
Cost is calculated using the first-in, first-out method and includes all purchase, transport, and handling costs in bringing stocks to their present location and condition. |
Financial instruments |
Trade debtors |
Trade debtors and other debtors are recognised at the settlement amount due with appropriate allowances for any irrecoverable amounts when there is objective evidence the asset is impaired. |
Cash and cash equivalents |
Cash and cash equivalent in the balance sheet comprise cash in hand and bank overdrafts. |
Creditors |
Trade creditors and other creditors are recognised where the company has a present obligation resulting from a past event and are recognised at the settlement amount due after allowing for any trade discounts due. |
Ambassador Group Holdings Limited (Registered number: SC630720) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2022 |
2. | ACCOUNTING POLICIES - continued |
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. |
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 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. |
Fixed asset investments |
Fixed asset investments are stated at cost less provision for diminution in value. |
3. | EMPLOYEES AND DIRECTORS |
31.12.22 | 31.12.21 |
£ | £ |
Wages and salaries | 2,374,863 | 2,937,678 |
Other pension costs | 55,874 | 53,815 |
2,430,737 | 2,991,493 |
The average number of employees during the year was as follows: |
31.12.22 | 31.12.21 |
Management | 4 | 4 |
Other administrative personnel | 31 | 27 |
The average number of employees by undertakings that were proportionately consolidated during the year was 35 (2021 - 31 ) . |
Ambassador Group Holdings Limited (Registered number: SC630720) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2022 |
4. | DIRECTORS' EMOLUMENTS |
31.12.22 | 31.12.21 |
£ | £ |
Directors' remuneration | 460,000 | 462,500 |
Information regarding the highest paid director is as follows: |
31.12.22 | 31.12.21 |
£ | £ |
Emoluments etc | 150,000 | 150,000 |
5. | OPERATING (LOSS)/PROFIT |
The operating loss (2021 - operating profit) is stated after charging/(crediting): |
31.12.22 | 31.12.21 |
£ | £ |
Other operating leases | 75,042 | 66,665 |
Depreciation - owned assets | 30,268 | 12,636 |
Goodwill amortisation | (14,899 | ) | (14,899 | ) |
Auditors' remuneration | 72,260 | 77,715 |
Auditors' remuneration for non audit work | 1,200 | 3,900 |
6. | EXCEPTIONAL ITEMS |
31.12.22 | 31.12.21 |
£ | £ |
Profit/loss on disposal of |
subsidiary | 7,440,091 | - |
7. | (LOSS)/PROFIT SHARE ON INVESTMENT |
31.12.22 | 31.12.21 |
£ | £ |
Loss/(Profit) share on investments | 777,209 | (540,042 | ) |
8. | INTEREST PAYABLE AND SIMILAR EXPENSES |
31.12.22 | 31.12.21 |
£ | £ |
Loan interest | 6,597,653 | 2,411,186 |
Hire purchase | 5,558 | - |
6,603,211 | 2,411,186 |
Ambassador Group Holdings Limited (Registered number: SC630720) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2022 |
9. | TAXATION |
Analysis of the tax (credit)/charge |
The tax (credit)/charge on the loss for the year was as follows: |
31.12.22 | 31.12.21 |
£ | £ |
Deferred tax | (142,000 | ) | 354,483 |
Tax on loss | (142,000 | ) | 354,483 |
Reconciliation of total tax (credit)/charge included in profit and loss |
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below: |
31.12.22 | 31.12.21 |
£ | £ |
Loss before tax | (464,687 | ) | (917,803 | ) |
Loss multiplied by the standard rate of corporation tax in the UK of 19 % (2021 - 19 %) |
(88,291 |
) |
(174,383 |
) |
Effects of: |
Expenses not deductible for tax purposes | 712,214 | 692,978 |
Income not taxable for tax purposes | (597,833 | ) | (7,678 | ) |
Capital allowances in excess of depreciation | (26,932 | ) | (13,490 | ) |
Utilisation of tax losses | - | (497,427 | ) |
Losses carried forward | 842 | - |
Deferred tax | (142,000 | ) | 354,483 |
Total tax (credit)/charge | (142,000 | ) | 354,483 |
10. | INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME |
As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements. |
Ambassador Group Holdings Limited (Registered number: SC630720) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2022 |
11. | PRIOR YEAR ADJUSTMENT |
The accounts have been restated as a result of the group's 7% profit share in Ambassador LB Holdings LLP. |
Within Ambassador LB Holdings LLP's Facility Agreement with ICG Longbow Debt Investments No. 4 S.A.R.L, a related party, there is an exit fee payment due on the earlier of the repayment of the Loans or the Repayment Date of the Facility, being January 2023. This has never been recognised in the LLP's Financial Statements, which the members have determined was an error as it is a liability of the LLP. |
A prior year adjustment has been incorporated into Ambassador LB Holdings LLP's financial statements to correct this position and, as such, a corresponding adjustment has been reflected in the Ambassador Ltd Group Holdings Limited accounts. |
Furthermore, in respect of the group's holding in the AR Development Investment Limited (ARDIL) group, the loan funding partner has confirmed that they will not seek payment of interest charged beyond a breakeven position for the ARDIL Group. Loan interest charged in the prior year was therefore overstated in AR Finnieston Limited which has resulted in a reduction in the interest charged of £1,229,281. |
Summary of the prior year accounting impact: |
£ |
Decrease in value of investments | (452,777 | ) |
Decrease to deferred tax provision | 86,028 |
Reversal of overstated interest charged | 1,229,281 |
862,532 |
12. | INTANGIBLE FIXED ASSETS |
Group |
Goodwill |
£ |
COST |
At 1 January 2022 |
and 31 December 2022 | (148,993 | ) |
AMORTISATION |
At 1 January 2022 | (36,006 | ) |
Amortisation for year | (14,899 | ) |
At 31 December 2022 | (50,905 | ) |
NET BOOK VALUE |
At 31 December 2022 | (98,088 | ) |
At 31 December 2021 | (112,987 | ) |
Ambassador Group Holdings Limited (Registered number: SC630720) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2022 |
13. | TANGIBLE FIXED ASSETS |
Group |
Fixtures |
and | Motor | Computer |
fittings | vehicles | equipment | Totals |
£ | £ | £ | £ |
COST |
At 1 January 2022 | 19,856 | - | 152,476 | 172,332 |
Additions | 7,445 | 90,172 | 2,563 | 100,180 |
At 31 December 2022 | 27,301 | 90,172 | 155,039 | 272,512 |
DEPRECIATION |
At 1 January 2022 | 8,542 | - | 138,123 | 146,665 |
Charge for year | 5,308 | 18,034 | 6,926 | 30,268 |
At 31 December 2022 | 13,850 | 18,034 | 145,049 | 176,933 |
NET BOOK VALUE |
At 31 December 2022 | 13,451 | 72,138 | 9,990 | 95,579 |
At 31 December 2021 | 11,314 | - | 14,353 | 25,667 |
14. | FIXED ASSET INVESTMENTS |
Group |
Unlisted |
investments |
£ |
COST |
At 1 January 2022 | 74,947 |
Additions | 50 |
At 31 December 2022 | 74,997 |
NET BOOK VALUE |
At 31 December 2022 | 74,997 |
At 31 December 2021 | 74,947 |
Company |
Shares in |
group |
undertakings |
£ |
COST |
At 1 January 2022 |
and 31 December 2022 |
NET BOOK VALUE |
At 31 December 2022 |
At 31 December 2021 |
Ambassador Group Holdings Limited (Registered number: SC630720) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2022 |
14. | FIXED ASSET INVESTMENTS - continued |
The group or the company's investments at the Balance Sheet date in the share capital of companies include the following: |
Subsidiaries |
Ambassador Viscounte Limited |
Registered office: 231 St Vincent Street, Glasgow, G2 5QY |
Nature of business: Real Estate investment and asset management |
% |
Class of shares: | holding |
Ordinary | 100.00 |
AG (Management Services) Limited |
Registered office: 231 St Vincent Street, Glasgow, G2 5QY |
Nature of business: Real estate management services |
% |
Class of shares: | holding |
Ordinary | 100.00 |
15. | INVESTMENT PROPERTY |
Group |
Total |
£ |
FAIR VALUE |
At 1 January 2022 | 49,080,000 |
Additions | 166,645 |
Disposals | (7,700,000 | ) |
Revaluations | (1,178,095 | ) |
Reclassification/transfer | (7,968,550 | ) |
At 31 December 2022 | 32,400,000 |
NET BOOK VALUE |
At 31 December 2022 | 32,400,000 |
At 31 December 2021 | 49,080,000 |
Fair value at 31 December 2022 is represented by: |
£ |
Valuation in 2019 | 3,443,041 |
Valuation in 2020 | 3,500,000 |
Valuation in 2021 | (936,237 | ) |
Valuation in 2022 | (416,645 | ) |
Cost | 26,809,841 |
32,400,000 |
The investment properties are stated at fair value, which had been determined by the directors based on a valuation performed by Lambert Smith Hampton in 2023. |
Ambassador Group Holdings Limited (Registered number: SC630720) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2022 |
16. | STOCKS |
Group |
31.12.22 | 31.12.21 |
£ | £ |
Work-in-progress | - | 21,040,720 |
17. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
31.12.22 | 31.12.21 | 31.12.22 | 31.12.21 |
£ | £ | £ | £ |
Trade debtors | 2,196,791 | 553,120 |
Amounts owed by group undertakings | - | 100 |
Other debtors | 1,875,481 | 2,788,518 |
Tax | 9,495 | 9,495 |
Prepayments and accrued income | 4,053,711 | 3,491,588 |
8,135,478 | 6,842,821 |
18. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group |
31.12.22 | 31.12.21 |
£ | £ |
Other loans (see note 20) | 83,720 | 76,616 |
Hire purchase contracts (see note 21) | 8,365 | - |
Trade creditors | 2,985,053 | 3,203,397 |
Social security and other taxes | 121,685 | 164,801 |
VAT | 125,549 | 43,845 |
Other creditors | 654,579 | 1,112,597 |
Accruals and deferred income | 10,111,728 | 3,919,012 |
14,090,679 | 8,520,268 |
19. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
Group |
31.12.22 | 31.12.21 |
£ | £ |
Other loans (see note 20) | 27,283,433 | 71,159,182 |
Hire purchase contracts (see note 21) | 61,387 | - |
Other creditors | 40,000 | 80,000 |
27,384,820 | 71,239,182 |
Ambassador Group Holdings Limited (Registered number: SC630720) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2022 |
20. | LOANS |
An analysis of the maturity of loans is given below: |
Group |
31.12.22 | 31.12.21 |
£ | £ |
Amounts falling due within one year or on | demand: |
Other loans | 83,720 | 76,616 |
Amounts falling due between one and two | years: |
Other loans - 1-2 years | 83,433 | 167,153 |
Amounts falling due between two and five | years: |
Other loans - 2-5 years | 27,200,000 | 70,992,029 |
21. | LEASING AGREEMENTS |
Minimum lease payments fall due as follows: |
Group |
Hire purchase contracts |
31.12.22 | 31.12.21 |
£ | £ |
Net obligations repayable: |
Within one year | 8,365 | - |
Between one and five years | 61,387 | - |
69,752 | - |
22. | SECURED DEBTS |
The following secured debts are included within creditors: |
Group |
31.12.22 | 31.12.21 |
£ | £ |
Other loans | 27,367,153 | 71,235,798 |
The above loans are secured with fixed and floating charges over the company assets, and a standard security over the property to which they relate. |
23. | PROVISIONS FOR LIABILITIES |
Group |
31.12.22 | 31.12.21 |
£ | £ |
Deferred tax | 483,500 | 500,000 |
Ambassador Group Holdings Limited (Registered number: SC630720) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2022 |
23. | PROVISIONS FOR LIABILITIES - continued |
Group |
Deferred |
tax |
£ |
Balance at 1 January 2022 | 500,000 |
Credit to Statement of Comprehensive Income during year | (142,000 | ) |
Impact of disposal of shares | 125,500 |
Balance at 31 December 2022 | 483,500 |
24. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 31.12.22 | 31.12.21 |
value: | as restated |
£ | £ |
Ordinary | £1 | 100 | 100 |
25. | RESERVES |
Group |
Retained |
earnings |
£ |
At 1 January 2022 | 2,538,845 |
Deficit for the year | (573,124 | ) |
At 31 December 2022 | 1,965,721 |
26. | NON-CONTROLLING INTERESTS |
R S Investor II SARL owned 25% of the issued share capital of AR Development Investments Limited until 31st December 2022. On this date, Ambassador Group Holdings Limited transferred 50% of the issued share capital in the entity to R S Investor II SARL. As a result, as of 31st December 2022, there are no longer any non-controlling interests in Ambassador Group Holdings Limited. |