REGISTERED NUMBER: 02955213 (England and Wales) |
Group Strategic Report, Report of the Directors and |
Consolidated Financial Statements for the Year Ended 31st December 2022 |
for |
Warmup PLC |
REGISTERED NUMBER: 02955213 (England and Wales) |
Group Strategic Report, Report of the Directors and |
Consolidated Financial Statements for the Year Ended 31st December 2022 |
for |
Warmup PLC |
Warmup PLC (Registered number: 02955213) |
Contents of the Consolidated Financial Statements |
for the Year Ended 31st December 2022 |
Page |
Company Information | 1 |
Group Strategic Report | 2 |
Report of the Directors | 4 |
Report of the Independent Auditors | 6 |
Consolidated Income Statement | 9 |
Consolidated Other Comprehensive Income | 10 |
Consolidated Balance Sheet | 11 |
Company Balance Sheet | 12 |
Consolidated Statement of Changes in Equity | 13 |
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 | 18 |
Warmup PLC |
Company Information |
for the Year Ended 31st December 2022 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Chartered Certified Accountants and |
Statutory Auditors |
Treviot House |
186-192 High Road |
Ilford |
Essex |
IG1 1LR |
Warmup PLC (Registered number: 02955213) |
Group Strategic Report |
for the Year Ended 31st December 2022 |
The directors present their strategic report of the company and the group for the year ended 31st December 2022. |
REVIEW OF BUSINESS |
The results for the year and financial position of the Company and Group are shown in the financial statements on pages 9 to 31. The directors are pleased to report that despite the principal risks and uncertainties, the Group maintained growth overall and double-digit growth, 13.2%, in its international markets. While investing in infrastructure, the group also continued to be profitable. |
The directors believe the group continues to be in a good financial position due to its careful management, the retention of all retained earnings within the business and the constant review of funding arrangements. The positive levels of net assets and available funds continue to provide the platform from which to finance the company's expansion of product range and geographical sales area. |
The key performance indicators used to monitor and manage the Group and to measure progress towards its objectives are stated below: |
2022 | 2021 |
% | % |
Growth in group turnover | 4.05 | 19.01 |
EBITDA as a percentage of turnover | 6.15 | 10.23 |
Profitability after tax margin | 3.65 | 7.25 |
Overseas turnover as a percentage of turnover | 51.79 | 47.58 |
FUTURE DEVELOPMENTS |
The Group intends to continue its expansion by increasing its penetration into overseas markets and by increasing its product range in existing markets by driving the global adoption of the most CO2 efficient and comfortable smart heating solutions, thus helping the world to achieve net zero. |
PRINCIPAL RISKS AND UNCERTAINTIES |
The principal risks and uncertainties affecting the Group include the following: |
Environmental concerns: The directors believe that the Group's products are well placed to take advantage of the increased awareness of the importance of energy efficiency and the use of renewable energy sources. |
Foreign currency exchange risk: The Group uses forward foreign currency exchange contracts to mitigate the risk of unfavourable exchange rate movements in the short term. |
Liquidity risk: The Group reviews and renegotiates its borrowing facilities on an annual basis. Borrowing headroom is regularly monitored with rolling twelve-month forecasts updated on a monthly basis. |
Credit risk: Outstanding debt is regularly monitored. Customer credit limits are set with regard to latest credit agency reports and ratings. |
Competitive concerns: The directors believe that the high quality of the Group's products and service level offering enable it to successfully differentiate from its competitors. |
Loss of key personnel risk: The directors continually review remuneration packages and incentive plans to ensure that the risk of losing key personnel is minimal. The Group also has a broad and strong management team which would mitigate the impact of losing key individuals. |
RESEARCH AND DEVELOPMENT |
The company makes significant investments in research and development in order to improve existing products, and |
innovate and invent in related areas. |
Warmup PLC (Registered number: 02955213) |
Group Strategic Report |
for the Year Ended 31st December 2022 |
FINANCIAL INSTRUMENTS |
The group has a normal level of exposure to price, credit, liquidity, foreign exchange and cash flow risks arising from trading activities. The Group uses forward foreign currency exchange contracts to mitigate the risk of unfavourable exchange rate movements in the short term. |
ON BEHALF OF THE BOARD: |
Warmup PLC (Registered number: 02955213) |
Report of the Directors |
for the Year Ended 31st December 2022 |
The directors present their report with the financial statements of the company and the group for the year ended 31st December 2022. |
PRINCIPAL ACTIVITY |
The principal activity of the group in the year under review was that of design, manufacture and sale of underfloor heating and related products. |
DIVIDENDS |
No dividends will be distributed for the year ended 31st December 2022. |
RESEARCH AND DEVELOPMENT |
The company makes significant investments in research and development in order to improve existing products, and innovate and invent in related areas. |
FUTURE DEVELOPMENTS |
The Group intends to continue its expansion by increasing its penetration into overseas markets and by increasing its product range in existing markets. |
DIRECTORS |
The directors shown below have held office during the whole of the period from 1 January 2022 to the date of this report. |
A.D. Stimpson |
D. Stimpson |
S. D. Sheen |
J. A. McInerney |
Other changes in directors holding office are as follows: |
M G Stimpson was appointed as a director on 27 January 2022. |
J.B. Stokes ceased to be a director on 25 April 2022 due to being deceased. |
DIRECTORS' RESPONSIBILITIES STATEMENT |
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. |
Warmup PLC (Registered number: 02955213) |
Report of the Directors |
for the Year Ended 31st December 2022 |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
AUDITORS |
The auditors, Davis Grant Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
ON BEHALF OF THE BOARD: |
Report of the Independent Auditors to the Members of |
Warmup PLC |
Opinion |
We have audited the financial statements of Warmup PLC (the 'parent company') and its subsidiaries (the 'group') for the year ended 31st December 2022 which comprise the Consolidated Income Statement, Consolidated Other 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 31st December 2022 and of the group's profit for the year then ended; |
- | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
- | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion |
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
Conclusions relating to going concern |
In auditing the financial statements, we have concluded that the 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 |
Warmup PLC |
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 Directors' Responsibilities Statement set out on page four, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so. |
Auditors' responsibilities for the audit of the financial statements |
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
The objectives of our audit are to identify and assess the risks of material misstatement of the financial statements due to fraud or error, to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatements due to fraud and error; and to respond appropriately to these risks. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatements in the financial statements may not be detected, even though the audit is properly planned in accordance with the ISA's (UK). |
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations our procedures included the following: |
- We obtained an understanding of the legal and regulatory frameworks applicable to the group and the sector in which they operate. We determined that the following laws and regulations were most significant: the Companies Act 2006, the UK Corporate Governance code and the UK corporate taxation laws, |
- We obtained an understanding of how the group are complying with the with those legal and regulatory frameworks by making enquiries with the companies directors. We corroborated our inquiries through our review of the board minutes and other information provided to the audit team. |
We assessed the susceptibility of the group's financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included: |
- Identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud |
- Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process |
- Challenging assumptions and judgements made by management in its significant accounting estimates |
- Identifying and testing journal entries, in particular any journal entries posted with unusual account collaborations |
- Assessing the extent of compliance with the relevant laws and regulations. |
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 |
Warmup PLC |
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 Certified Accountants and |
Statutory Auditors |
Treviot House |
186-192 High Road |
Ilford |
Essex |
IG1 1LR |
Warmup PLC (Registered number: 02955213) |
Consolidated |
Income Statement |
for the Year Ended 31st December 2022 |
2022 | 2021 |
Notes | £'000 | £'000 | £'000 | £'000 |
TURNOVER | 3 | 25,329 | 24,344 |
Cost of sales | 13,842 | 12,834 |
GROSS PROFIT | 11,487 | 11,510 |
Distribution costs | 1,018 | 814 |
Administrative expenses | 9,205 | 8,521 |
10,223 | 9,335 |
1,264 | 2,175 |
Other operating income | - | 99 |
GROUP OPERATING PROFIT | 5 | 1,264 | 2,274 |
Share of operating loss in |
Associates | - | (16 | ) |
Interest payable and similar expenses | 6 | 36 | 19 |
PROFIT BEFORE TAXATION | 1,228 | 2,239 |
Tax on profit | 7 | 304 | 478 |
PROFIT FOR THE FINANCIAL YEAR |
Profit attributable to: |
Owners of the parent | 864 | 1,815 |
Non-controlling interests | 60 | (54 | ) |
924 | 1,761 |
Warmup PLC (Registered number: 02955213) |
Consolidated |
Other Comprehensive Income |
for the Year Ended 31st December 2022 |
2022 | 2021 |
Notes | £'000 | £'000 |
PROFIT FOR THE YEAR | 924 | 1,761 |
OTHER COMPREHENSIVE INCOME |
Exchange differences on retranslation |
of subsidiary undertakings | 413 | (193 | ) |
Exchange differences on share |
of associate |
Purchase of own shares | - | (18 | ) |
Income tax relating to components of other comprehensive income |
- |
- |
OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX |
413 |
(211 |
) |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
1,337 |
1,550 |
Total comprehensive income attributable to: |
Owners of the parent | 1,277 | 1,604 |
Non-controlling interests | 60 | (54 | ) |
1,337 | 1,550 |
Warmup PLC (Registered number: 02955213) |
Consolidated Balance Sheet |
31st December 2022 |
2022 | 2021 |
Notes | £'000 | £'000 | £'000 | £'000 |
FIXED ASSETS |
Intangible assets | 9 | 482 | 563 |
Tangible assets | 10 | 1,029 | 791 |
Investments | 11 | - | 13 |
1,511 | 1,367 |
CURRENT ASSETS |
Stocks | 12 | 5,957 | 5,149 |
Debtors | 13 | 4,629 | 4,896 |
Cash at bank and in hand | 3,536 | 3,665 |
14,122 | 13,710 |
CREDITORS |
Amounts falling due within one year | 14 | 4,625 | 5,484 |
NET CURRENT ASSETS | 9,497 | 8,226 |
TOTAL ASSETS LESS CURRENT LIABILITIES |
11,008 |
9,593 |
CREDITORS |
Amounts falling due after more than one year |
15 |
(5 |
) |
(1 |
) |
PROVISIONS FOR LIABILITIES | 19 | (125 | ) | (51 | ) |
NET ASSETS | 10,878 | 9,541 |
CAPITAL AND RESERVES |
Called up share capital | 20 | 440 | 440 |
Share premium | 21 | 3,030 | 3,030 |
Capital redemption reserve | 21 | 43 | 43 |
Other reserves | 21 | (461 | ) | (461 | ) |
Retained earnings | 21 | 7,820 | 6,543 |
SHAREHOLDERS' FUNDS | 10,872 | 9,595 |
NON-CONTROLLING INTERESTS | 22 | 6 | (54 | ) |
TOTAL EQUITY | 10,878 | 9,541 |
The financial statements were approved by the Board of Directors and authorised for issue on 30th June 2023 and were signed on its behalf by: |
J. A. McInerney - Director |
Warmup PLC (Registered number: 02955213) |
Company Balance Sheet |
31st December 2022 |
2022 | 2021 |
Notes | £'000 | £'000 | £'000 | £'000 |
FIXED ASSETS |
Intangible assets | 9 |
Tangible assets | 10 |
Investments | 11 |
CURRENT ASSETS |
Stocks | 12 |
Debtors | 13 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 14 |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
PROVISIONS FOR LIABILITIES | 19 |
NET ASSETS |
CAPITAL AND RESERVES |
Called up share capital | 20 |
Share premium | 21 |
Capital redemption reserve | 21 |
Other reserves | 21 | ( |
) | ( |
) |
Retained earnings | 21 |
SHAREHOLDERS' FUNDS |
Company's profit for the financial year | 139 | 1,352 |
The financial statements were approved by the Board of Directors and authorised for issue on |
Warmup PLC (Registered number: 02955213) |
Consolidated Statement of Changes in Equity |
for the Year Ended 31st December 2022 |
Called up | Capital |
share | Retained | Share | redemption |
capital | earnings | premium | reserve |
£'000 | £'000 | £'000 | £'000 |
Balance at 1st January 2021 | 441 | 4,940 | 3,030 | 42 |
Changes in equity |
Total comprehensive income | - | 1,603 | - | 1 |
Issue of share capital | (1 | ) | - | - | - |
Total transactions with owners, recognised directly in equity |
(1 |
) |
- |
- |
- |
Acquisition of non-controlling interest |
- |
- |
- |
- |
Balance at 31st December 2021 | 440 | 6,543 | 3,030 | 43 |
Changes in equity |
Total comprehensive income | - | 1,277 | - | - |
Total transactions with owners, recognised directly in equity |
- |
- |
- |
- |
Balance at 31st December 2022 | 440 | 7,820 | 3,030 | 43 |
Warmup PLC (Registered number: 02955213) |
Consolidated Statement of Changes in Equity - continued |
for the Year Ended 31st December 2022 |
Other | Non-controlling | Total |
reserves | Total | interests | equity |
£'000 | £'000 | £'000 | £'000 |
Balance at 1st January 2021 | (461 | ) | 7,992 | (8 | ) | 7,984 |
Changes in equity |
Total comprehensive income | - | 1,604 | (54 | ) | 1,550 |
Issue of share capital | - | (1 | ) | - | (1 | ) |
Total transactions with owners, recognised directly in equity |
- |
(1 |
) |
- |
(1 |
) |
Acquisition of non-controlling interest |
- |
- |
8 |
8 |
Balance at 31st December 2021 | (461 | ) | 9,595 | (54 | ) | 9,541 |
Changes in equity |
Total comprehensive income | - | 1,277 | 60 | 1,337 |
Total transactions with owners, recognised directly in equity |
- |
- |
- |
- |
Balance at 31st December 2022 | (461 | ) | 10,872 | 6 | 10,878 |
Warmup PLC (Registered number: 02955213) |
Company Statement of Changes in Equity |
for the Year Ended 31st December 2022 |
Called up |
share | Retained | Share |
capital | earnings | premium |
£'000 | £'000 | £'000 |
Balance at 1st January 2021 |
Changes in equity |
Issue of share capital | ( |
) | - |
Total comprehensive income | - | - |
Balance at 31st December 2021 |
Changes in equity |
Total comprehensive income | - | - |
Balance at 31st December 2022 |
Capital |
redemption | Other | Total |
reserve | reserves | equity |
£'000 | £'000 | £'000 |
Balance at 1st January 2021 | ( |
) |
Changes in equity |
Issue of share capital | - | - | ( |
) |
Total comprehensive income |
Balance at 31st December 2021 | ( |
) |
Changes in equity |
Total comprehensive income |
Balance at 31st December 2022 | ( |
) |
Warmup PLC (Registered number: 02955213) |
Consolidated Cash Flow Statement |
for the Year Ended 31st December 2022 |
2022 | 2021 |
Notes | £'000 | £'000 |
Cash flows from operating activities |
Cash generated from operations | 1 | 1,196 | 1,606 |
Interest paid | (36 | ) | (19 | ) |
Tax paid | (622 | ) | (212 | ) |
Net cash from operating activities | 538 | 1,375 |
Cash flows from investing activities |
Purchase of tangible fixed assets | (456 | ) | (273 | ) |
Purchase of fixed asset investments | (43 | ) | (183 | ) |
Sale of fixed asset investments | 56 | - |
Net assets acquired | - | (11 | ) |
Net cash from investing activities | (443 | ) | (467 | ) |
Cash flows from financing activities |
Movement on bank borrowings under 1 year | (224 | ) | (941 | ) |
Purchase of own shares | - | (19 | ) |
Net cash from financing activities | (224 | ) | (960 | ) |
Decrease in cash and cash equivalents | (129 | ) | (52 | ) |
Cash and cash equivalents at beginning of year |
2 |
3,665 |
3,717 |
Cash and cash equivalents at end of year | 2 | 3,536 | 3,665 |
Warmup PLC (Registered number: 02955213) |
Notes to the Consolidated Cash Flow Statement |
for the Year Ended 31st December 2022 |
1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
2022 | 2021 |
£'000 | £'000 |
Profit before taxation | 1,228 | 2,239 |
Depreciation charges | 293 | 241 |
Foreign exchange differences in reserves | 419 | (165 | ) |
Share of loss in associate | - | 16 |
Finance costs | 36 | 19 |
1,976 | 2,350 |
Increase in stocks | (808 | ) | (1,891 | ) |
Decrease in trade and other debtors | 267 | 362 |
(Decrease)/increase in trade and other creditors | (239 | ) | 785 |
Cash generated from operations | 1,196 | 1,606 |
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 31st December 2022 |
31.12.22 | 1.1.22 |
£'000 | £'000 |
Cash and cash equivalents | 3,536 | 3,665 |
Year ended 31st December 2021 |
31.12.21 | 1.1.21 |
£'000 | £'000 |
Cash and cash equivalents | 3,665 | 3,717 |
3. | ANALYSIS OF CHANGES IN NET FUNDS |
At 1.1.22 | Cash flow | At 31.12.22 |
£'000 | £'000 | £'000 |
Net cash |
Cash at bank and in hand | 3,665 | (129 | ) | 3,536 |
3,665 | (129 | ) | 3,536 |
Debt |
Debts falling due within 1 year | (966 | ) | 224 | (742 | ) |
(966 | ) | 224 | (742 | ) |
Total | 2,699 | 95 | 2,794 |
Warmup PLC (Registered number: 02955213) |
Notes to the Consolidated Financial Statements |
for the Year Ended 31st December 2022 |
1. | STATUTORY INFORMATION |
Warmup PLC is a private company, 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 the provisions of Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. |
Basis of consolidation |
The group financial statements consolidate the accounts of Warmup Plc and all its subsidiary undertakings made up to 31 December each year; the group profit and loss account includes the results of all subsidiary undertakings for the period from the date of the acquisition and up to the date of disposal. |
Turnover and profits arising on trading between group companies are excluded. |
Turnover |
Turnover is the total amount receivable by the Group for goods and services supplied, excluding VAT. |
For installation contracts which are invoiced in advance, the income arising is recognised based upon the stage of completion of the installation. Costs incurred under these contracts are charged to the profit and loss account based upon the stage of completion of the installation |
Goodwill |
Tangible fixed assets |
Freehold property | - |
Improvements to property | - |
Fixtures and fittings | - |
Motor vehicles | - |
Investments in subsidiaries |
Investments in subsidiary undertakings are recognised at cost. |
Stock |
Stocks have been valued at the lower of cost and estimated selling price less costs to sell. In respect of work in progress and finished goods, costs include a relevant proportion of overheads according to the stage of completion. |
Financial instruments |
Financial assets and financial liabilities are recognised in the company's balance sheet when the company |
becomes party to the contractual provisions of the instrument. These are carried at transactional costs within the company's balance sheet. |
Warmup PLC (Registered number: 02955213) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31st December 2022 |
2. | ACCOUNTING POLICIES - continued |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the 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 the 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. |
Research and development |
Expenditure on research and development is written off in the year in which it is incurred. |
Foreign currencies |
Group |
The results for overseas undertakings are translated into Sterling at the average rates ruling throughout the period and the balance sheets of overseas undertakings are translated into Sterling at the rates ruling at the balance sheet dates. Exchange differences arising on consolidation are taken directly to reserves. |
Company |
Assets and liabilities denominated in foreign currencies are converted at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated at the exchange rate ruling at the date of each transaction. These translation differences are dealt with through the profit and loss account. |
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 the profit and loss account in the period to which they relate. |
Share-based payments |
The Company operates a number of equity-settled share-based payment plans and a cash settled share-based bonus scheme. Equity-settled share based payments are measured at fair value at the date of the grant which is then expensed over the vesting period. For the cash settled bonus scheme, a liability equal to the portion of services received is recognised at its current fair value determined at each balance sheet date. Fair value is determined by reference to option pricing models, principally the Black-Scholes model. Expected life in the models has been adjusted, based on management's best estimate, for the effect of non-transferability, exercise restriction and behavioural consideration. |
Investments |
Fixed asset investments are stated at cost less provision for diminution in value except where the group owns between 20 and 50% of the voting capital where the investments are accounted for under the equity accounting method. |
Warmup PLC (Registered number: 02955213) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31st December 2022 |
2. | ACCOUNTING POLICIES - continued |
Leasing commitments |
Rentals paid under operating leases are charged to the profit and loss account on a straight line basis over the period of the lease. |
Debtors & creditors |
Short term debtors are measured at transaction price, less any impairment. Short term creditors are measured at transaction price. |
3. | TURNOVER |
The turnover and profit before taxation are attributable to the one principal activity of the group. |
An analysis of turnover by geographical market is given below: |
2022 | 2021 |
£'000 | £'000 |
United Kingdom | 12,212 | 12,759 |
Rest of Europe | 5,456 | 4,720 |
North America | 7,256 | 6,517 |
Rest of World | 405 | 348 |
25,329 | 24,344 |
4. | EMPLOYEES AND DIRECTORS |
2022 | 2021 |
£'000 | £'000 |
Wages and salaries | 6,614 | 6,095 |
Social security costs | 770 | 620 |
Other pension costs | 76 | 68 |
7,460 | 6,783 |
The average number of employees during the year was as follows: |
2022 | 2021 |
Manufacturing | 20 | 18 |
Sales & Admin | 116 | 114 |
The remuneration for the key management personnel amounted to £701,272 (2021: £678,047). |
2022 | 2021 |
£ | £ |
Directors' remuneration | 695,989 | 716,180 |
Directors' pension contributions to money purchase schemes | 5,283 | 3,955 |
The number of directors to whom retirement benefits were accruing was as follows: |
Money purchase schemes | 3 | 3 |
Warmup PLC (Registered number: 02955213) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31st December 2022 |
4. | EMPLOYEES AND DIRECTORS - continued |
Information regarding the highest paid director is as follows: |
2022 | 2021 |
£ | £ |
Emoluments etc | 261,734 | 378,988 |
Pension contributions to money purchase schemes | 1,320 | 1,319 |
5. | OPERATING PROFIT |
The operating profit is stated after charging/(crediting): |
2022 | 2021 |
£'000 | £'000 |
Depreciation - owned assets | 231 | 179 |
Goodwill amortisation | 62 | 62 |
Auditors' remuneration | 35 | 32 |
Auditors' remuneration for non audit work | 27 | 17 |
Foreign exchange differences | (93 | ) | 41 |
Other operating leases | 942 | 743 |
6. | INTEREST PAYABLE AND SIMILAR EXPENSES |
2022 | 2021 |
£'000 | £'000 |
Bank interest | 36 | 19 |
7. | TAXATION |
Analysis of the tax charge |
The tax charge on the profit for the year was as follows: |
2022 | 2021 |
£'000 | £'000 |
Current tax: |
UK corporation tax | (80 | ) | 367 |
Adjustments in respect of |
previous periods | - | (123 | ) |
Overseas taxes | 310 | 226 |
Total current tax | 230 | 470 |
Deferred tax | 74 | 8 |
Tax on profit | 304 | 478 |
Warmup PLC (Registered number: 02955213) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31st December 2022 |
7. | TAXATION - continued |
Reconciliation of total tax charge included in profit and loss |
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
2022 | 2021 |
£'000 | £'000 |
Profit before tax | 1,228 | 2,239 |
Profit multiplied by the standard rate of corporation tax in the UK of 19 % (2021 - 19 %) |
233 |
425 |
Effects of: |
Expenses not deductible for tax purposes | 15 | 62 |
Capital allowances in excess of depreciation | (51 | ) | - |
Depreciation in excess of capital allowances | - | 11 |
Adjustments to tax charge in respect of previous periods | - | (123 | ) |
Effect of enhanced R&D deduction | (80 | ) | - |
Overseas losses not offset | 16 | - |
Deferred tax | 74 | 8 |
Effect of subsidiary tax | 87 | 95 |
Tax credit adjustment on losses | 90 | - |
R&D tax credit | (80 | ) | - |
Total tax charge | 304 | 478 |
Tax effects relating to effects of other comprehensive income |
2022 |
Gross | Tax | Net |
£'000 | £'000 | £'000 |
Exchange differences on retranslation |
of subsidiary undertakings | 413 | - | 413 |
Exchange differences on share |
of associate |
Purchase of own shares |
413 | - | 413 |
2021 |
Gross | Tax | Net |
£'000 | £'000 | £'000 |
Exchange differences on retranslation |
of subsidiary undertakings | (193 | ) | - | (193 | ) |
Exchange differences on share |
of associate |
Purchase of own shares | (18 | ) | - | (18 | ) |
(211 | ) | - | (211 | ) |
8. | INDIVIDUAL INCOME STATEMENT |
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. |
Warmup PLC (Registered number: 02955213) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31st December 2022 |
9. | INTANGIBLE FIXED ASSETS |
Group |
Goodwill |
£'000 |
COST |
At 1st January 2022 |
and 31st December 2022 | 625 |
AMORTISATION |
At 1st January 2022 | 62 |
Amortisation for year | 62 |
Exchange differences | 19 |
At 31st December 2022 | 143 |
NET BOOK VALUE |
At 31st December 2022 | 482 |
At 31st December 2021 | 563 |
10. | TANGIBLE FIXED ASSETS |
Group |
Improvements | Fixtures |
Freehold | to | and | Motor |
property | property | fittings | vehicles | Totals |
£'000 | £'000 | £'000 | £'000 | £'000 |
COST |
At 1st January 2022 | 237 | 574 | 1,918 | 30 | 2,759 |
Additions | - | 1 | 453 | 2 | 456 |
Exchange differences | - | - | 25 | - | 25 |
At 31st December 2022 | 237 | 575 | 2,396 | 32 | 3,240 |
DEPRECIATION |
At 1st January 2022 | 16 | 430 | 1,522 | - | 1,968 |
Charge for year | 4 | 39 | 180 | 8 | 231 |
Exchange differences | - | - | 15 | (3 | ) | 12 |
At 31st December 2022 | 20 | 469 | 1,717 | 5 | 2,211 |
NET BOOK VALUE |
At 31st December 2022 | 217 | 106 | 679 | 27 | 1,029 |
At 31st December 2021 | 221 | 144 | 396 | 30 | 791 |
Warmup PLC (Registered number: 02955213) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31st December 2022 |
10. | TANGIBLE FIXED ASSETS - continued |
Company |
Improvements | Fixtures |
Freehold | to | and |
property | property | fittings | Totals |
£'000 | £'000 | £'000 | £'000 |
COST |
At 1st January 2022 |
Additions |
At 31st December 2022 |
DEPRECIATION |
At 1st January 2022 |
Charge for year |
At 31st December 2022 |
NET BOOK VALUE |
At 31st December 2022 |
At 31st December 2021 |
11. | FIXED ASSET INVESTMENTS |
Group |
Unlisted |
investments |
£'000 |
COST |
At 1st January 2022 | 13 |
Additions | 43 |
Disposals | (56 | ) |
At 31st December 2022 | - |
NET BOOK VALUE |
At 31st December 2022 | - |
At 31st December 2021 | 13 |
Warmup PLC (Registered number: 02955213) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31st December 2022 |
11. | FIXED ASSET INVESTMENTS - continued |
Company |
Shares in |
group | Unlisted |
undertakings | investments | Totals |
£'000 | £'000 | £'000 |
COST |
At 1st January 2022 | 702 |
Additions | 42 |
Disposals | ( |
) | (56 | ) |
At 31st December 2022 | 688 |
NET BOOK VALUE |
At 31st December 2022 | 688 |
At 31st December 2021 | 702 |
The group or the company's investments at the Balance Sheet date in the share capital of companies include the following: |
Subsidiaries |
Warmup Inc |
Registered office: USA |
Nature of business: Sale of underfloor heating products |
% |
Class of shares: | holding |
Ordinary | 100.00 |
Warmup SL |
Registered office: Spain |
Nature of business: Sale of underfloor heating products |
% |
Class of shares: | holding |
Ordinary | 100.00 |
Warmup Inc |
Registered office: Canada |
Nature of business: Sale of underfloor heating products |
% |
Class of shares: | holding |
Ordinary | 100.00 |
Warmup Elektrikli Yerden Isitma Sistemleri Sanayi Ve Ticaret |
Registered office: Turkey |
Nature of business: Sale of underfloor heating products |
% |
Class of shares: | holding |
Ordinary | 51.00 |
Warmup PLC (Registered number: 02955213) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31st December 2022 |
11. | FIXED ASSET INVESTMENTS - continued |
Warmup Solutions Limited |
Registered office: UK |
Nature of business: Dormant |
% |
Class of shares: | holding |
Ordinary | 100.00 |
Warmup Solutions Limited (07847858) is incorporated and a dormant business in the United Kingdom. It is exempt from audit under section 479A Companies Act 2006. |
Betterbuild Limited |
Registered office: UK |
Nature of business: Dormant |
% |
Class of shares: | holding |
Ordinary | 51.00 |
Betterbuild Limited (04027875) is incorporated and a dormant business in the United Kingdom. It is exempt from audit under section 479A Companies Act 2006. |
Warmup GmbH |
Registered office: Germany |
Nature of business: Sale of underfloor heating products |
% |
Class of shares: | holding |
Ordinary | 100.00 |
Warmup Scandinavia AB |
Registered office: Sweden |
Nature of business: Sale of underfloor heating products |
% |
Class of shares: | holding |
Ordinary | 95.68 |
12. | STOCKS |
Group | Company |
2022 | 2021 | 2022 | 2021 |
£'000 | £'000 | £'000 | £'000 |
Raw materials | 248 | 206 |
Work-in-progress | 148 | 326 |
Finished goods | 5,561 | 4,617 |
5,957 | 5,149 |
Warmup PLC (Registered number: 02955213) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31st December 2022 |
13. | DEBTORS |
Group | Company |
2022 | 2021 | 2022 | 2021 |
£'000 | £'000 | £'000 | £'000 |
Amounts falling due within one year: |
Trade debtors | 4,038 | 4,138 |
Other debtors | 285 | 465 |
Prepayments | 306 | 293 |
4,629 | 4,896 |
Amounts falling due after more than one | year: |
Amounts owed by group undertakings | - | - |
Aggregate amounts | 4,629 | 4,896 |
Group |
The value of debtors factored and subject to a fixed charge are £1,899,057 (2021:£2,358,614). |
Company |
The value of debtors factored and subject to a fixed charge are £1,899,057 (2021:£2,358,614). |
14. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
2022 | 2021 | 2022 | 2021 |
£'000 | £'000 | £'000 | £'000 |
Bank loans and overdrafts (see note 16) | 742 | 966 |
Trade creditors | 1,242 | 1,530 |
Tax | 37 | 429 | ( |
) |
PAYE | 156 | 156 |
VAT | 278 | 174 | 274 | 235 |
Other creditors | 48 | 62 |
Accrued expenses | 2,122 | 2,167 |
4,625 | 5,484 |
15. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
Group |
2022 | 2021 |
£'000 | £'000 |
Other creditors | 5 | 1 |
Warmup PLC (Registered number: 02955213) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31st December 2022 |
16. | LOANS |
An analysis of the maturity of loans is given below: |
Group | Company |
2022 | 2021 | 2022 | 2021 |
£'000 | £'000 | £'000 | £'000 |
Amounts falling due within one year or on | demand: |
Bank borrowings | 742 | 966 |
17. | LEASING AGREEMENTS |
Minimum lease payments fall due as follows: |
Group |
Non-cancellable operating | leases |
2022 | 2021 |
£'000 | £'000 |
Within one year | 34 | 137 |
Between one and five years | 899 | 926 |
In more than five years | 2,204 | - |
3,137 | 1,063 |
Company |
Non-cancellable operating | leases |
2022 | 2021 |
£'000 | £'000 |
Within one year |
Between one and five years |
In more than five years |
18. | SECURED DEBTS |
The following secured debts are included within creditors: |
Group | Company |
2022 | 2021 | 2022 | 2021 |
£'000 | £'000 | £'000 | £'000 |
Bank loans | 742 | 966 |
The bank loan is secured on a fixed and floating charge over all the present freehold and leasehold property of the parent company. |
Warmup PLC (Registered number: 02955213) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31st December 2022 |
19. | PROVISIONS FOR LIABILITIES |
Group | Company |
2022 | 2021 | 2022 | 2021 |
£'000 | £'000 | £'000 | £'000 |
Deferred tax | 125 | 51 | 125 | 51 |
Group |
Deferred |
tax |
£'000 |
Balance at 1st January 2022 | 51 |
Accelerated capital allowances | 74 |
Balance at 31st December 2022 | 125 |
Company |
Deferred |
tax |
£'000 |
Balance at 1st January 2022 |
Accelerated capital allowances | 74 |
Balance at 31st December 2022 |
20. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2022 | 2021 |
value: | £'000 | £'000 |
Ordinary | £1 | 440 | 440 |
Warmup PLC (Registered number: 02955213) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31st December 2022 |
20. | CALLED UP SHARE CAPITAL - continued |
The company has the following number of ordinary shares issuable under share options: |
Enterprise Management Incentive Options |
Date of Grant | Number of Ordinary Shares Under Option | Exercise Price | Exercise Period |
16/12/2013 | 1,005 | 8.50 | 01/01/2015 to 15/12/2023 |
16/12/2013 | 495 | 8.50 | 01/01/2016 to 15/12/2023 |
Unapproved share options |
Date of Grant | Number of Ordinary Shares Under Option | Exercise Price | Exercise Period |
02/07/2013 | 30,000 | 8.50 | 01/01/2015 to 01/07/2023 |
21. | RESERVES |
Group |
Capital |
Retained | Share | redemption | Other |
earnings | premium | reserve | reserves | Totals |
£'000 | £'000 | £'000 | £'000 | £'000 |
At 1st January 2022 | 6,543 | 3,030 | 43 | (461 | ) | 9,155 |
Profit for the year | 864 | 864 |
Foreign exchange differences transferred to reserves |
413 |
- |
- |
- |
413 |
At 31st December 2022 | 7,820 | 3,030 | 43 | (461 | ) | 10,432 |
Company |
Capital |
Retained | Share | redemption | Other |
earnings | premium | reserve | reserves | Totals |
£'000 | £'000 | £'000 | £'000 | £'000 |
At 1st January 2022 | ( |
) | 8,704 |
Profit for the year |
Foreign exchange differences transferred to reserves |
75 |
- |
- |
- |
75 |
At 31st December 2022 | ( |
) | 8,918 |
Warmup PLC (Registered number: 02955213) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31st December 2022 |
22. | NON-CONTROLLING INTERESTS |
The company owns 51% of the share capital of both Warmup Elektrikli Yerden Isitma Sistemleri Sanayi Ve Ticaret and Betterbuild Limited. |
The company also owns 95.68% (2021: 58.1%) of Warmup Scandinavia. |
These have been consolidated as part of these financial statements with the minority interest shown in both the consolidated income statement and balance sheet. |
23. | ULTIMATE CONTROLLING PARTY |
The ultimate controlling party is A.D. Stimpson. |
At the balance sheet date Mr A D Stimpson had a controlling interest of 55.45% of the company's issued share capital (2021: 55.45%). |
24. | SHARE-BASED PAYMENT TRANSACTIONS |
The group operates the following equity settled schemes 2003 Discretionary Share Option Scheme, Enterprise Management Incentive Share Option Scheme, Unapproved Share Option Scheme. |
The company also operates a phantom share option scheme for which no share options are issued, this is a cash-settled scheme. |
Options are granted to employees, senior employees and directors at the market price of the Company's ordinary shares. |
The options vest from 1 to 3 years following grant date. Options will not vest unless the employee remains in the service of the Company, and that the relevant performance criteria where applicable are met. The options are exercisable until up to the 10th anniversary from the date of grant. |
Reconciliations of the number and weighted average exercise price by option scheme are presented below. |
Share Option Type |
Date of Grant |
Number of Shares |
Enterprise Management Incentive | 16/12/2013 | 1,500 |
Unapproved Share Options | 02/07/2013 | 30,000 |
EMIScheme |
Unapproved Scheme |
Weighted average exercise price |
Number of shares |
At 1 January 2022 | 1,500 | 30,000 | £8.50 |
Granted | - | - | - |
Exercised in the year | - | - | £8.50 |
Lapsed in the year | - | - | £8.50 |
Outstanding as at 31 December 2022 | 1,500 | 30,000 | £8.50 |
Exercisable as at 31 December 2022 | 1,500 | 30,000 | £8.50 |
The total charge included in the profit & loss for the current financial year is £Nil (2021: -£47,476) |
The total figure included in reserves as at 31 December 2022 is £211,706 (2021: £211,706) |