Company Registration No. 05451235 (England and Wales)
ENERGYBUILD GROUP LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2018
ENERGYBUILD GROUP LIMITED
COMPANY INFORMATION
Director
Mr D Stickel
Company number
05451235
Registered office
Aberpergwm Colliery
Engine Cottage Site
Glynneath
NEATH
UK
SA11 5AJ
Auditor
MHA Broomfield Alexander
Charter Court
Phoenix Way
Enterprise Park
SWANSEA
UK
SA7 9FS
ENERGYBUILD GROUP LIMITED
CONTENTS
Page
Director's report
1 - 2
Independent auditor's report
3 - 4
Statement of comprehensive income
5
Balance sheet
6
Notes to the financial statements
8 - 12
ENERGYBUILD GROUP LIMITED
DIRECTOR'S REPORT
FOR THE PERIOD ENDED 30 JUNE 2018
- 1 -
The director presents his annual report and financial statements for the period ended 30 June 2018.
Principal activities
The principal activity of the
c
ompany
during the year
continued to be that
of an intermediate holding company.
Review of business and future developments
Energybuild Limited, the trading subsidiary held indirectly through the wholly owned subsidiary Energybuild Holdings Limited and whose principal activity was mining, was sold on 16 March 2018. As part of this transaction the debt payable to Energybuild Limited by Energybuild Group Limited was released.
In conjunction with this transaction a formal debt waiver agreement was reached with the ultimate parent such that a significant element of the intercompany debt due to the parent was forgiven.
With the sale of the trading subsidiary the principal activity of the company has ceased.
Going Concern
Following the sale of the main trading subsidiary the company's main activity ceased and the directors have confirmed that there will be no future ongoing business. Accordingly the company is no longer operating as a going concern and the financial statements have been prepared under the 'break-up' basis. The financial statements have been adjusted for the impairment of assets to recoverable amount, and all realisable fixed assets and creditors falling due after more than one year have been reclassified as current.
Director
The director who held office during the period and up to the date of signature of the financial statements was as follows:
Mr D Stickel
Mr D J S Maling
(Resigned 6 September 2018)
Auditor
In accordance with the company's articles, a resolution proposing that MHA Broomfield Alexander be reappointed as auditor of the company will be put at a General Meeting.
Statement of director's responsibilities
The director is responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the director is required to:
-
select suitable accounting policies and then apply them consistently;
-
make judgements and accounting estimates that are reasonable and prudent;
-
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The director is responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
ENERGYBUILD GROUP LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2018
- 2 -
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.
On behalf of the board
Mr D Stickel
Director
30 January 2019
ENERGYBUILD GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ENERGYBUILD GROUP LIMITED
- 3 -
Opinion
We have audited the financial statements of Energybuild Group Limited (the 'company') for the period ended 30 June 2018 which comprise the statement of comprehensive income, the balance sheet and notes to the financial statements, including a summary of significant accounting policies.
The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102
The Financial Reporting Standard applicable in the UK and Republic of Ireland
(United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
-
give a true and fair view of the state of the company's affairs as at 30 June 2018 and of its profit for the period then ended;
-
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-
have been prepared in accordance with the requirements of the Companies Act 2006.
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 Auditor's
responsibilities for the audit of the financial statements
section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard
, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Emphasis of matter - g
oing concern
In forming our opinion on the financial statements, which is not modified, we have considered the adequacy of the disclosures made in note 1 to the financial statements. The directors have resolved to cease trading and the financial statements have not been prepared on a going concern basis. The financial statements have been prepared on a break up basis using the accounting policies set out in note 1 to the financial statements in respect of basis of preparation and going concern, which we draw to your attention.
The director is responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the
financial statements
does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit
:
-
the information given in the director's r
eport for the financial period for which the financial statements are prepared is consistent with the financial statements
; and
-
the director's report has been prepared in accordance with applicable legal requirements.
ENERGYBUILD GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ENERGYBUILD GROUP LIMITED
- 4 -
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identifie
d
material misstatements in the director's
r
eport
.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
-
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
-
the financial statements are not in agreement with the accounting records and returns; or
-
certain disclosures of director's remuneration specified by law are not made; or
-
we have not received all the information and explanations we require for our audit; or
-
the director was not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption in preparing the director's report and take advantage of the small companies exemption from the requirement to prepare a strategic report.
Responsibilities of director
As explained more fully in the director's
r
esponsibilities
s
tatement, the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the director is responsible for assessing the company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor's 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 an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the
Financial Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities
.
This description forms part of our auditor’s 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 an auditor's report 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.
James Edward Dobson BSc(Hons) FCA (Senior Statutory Auditor)
for and on behalf of MHA Broomfield Alexander
30 January 2019
Chartered Accountants
Statutory Auditor
Charter Court
Phoenix Way
Enterprise Park
SWANSEA
UK
SA7 9FS
ENERGYBUILD GROUP LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 30 JUNE 2018
- 5 -
Period
Year
ended
ended
30 June
31 December
2018
2016
Notes
£'000
£'000
Administrative expenses
(134)
-
Exchange gain/(loss)
616
(916)
Impairment of intercompany balances
2
1,118
(69)
Forgiveness of intercompany balances
2
4,399
-
Operating profit/(loss)
5,999
(985)
Amounts written off investments
(3,818)
-
Profit/(loss) before taxation
2,181
(985)
Tax on profit/(loss)
-
-
Profit/(loss) for the financial period
2,181
(985)
All operations of the company have been discontinued as of 30 June 2018.
ENERGYBUILD GROUP LIMITED
BALANCE SHEET
AS AT
30 JUNE 2018
30 June 2018
- 6 -
2018
2016
Notes
£'000
£'000
£'000
£'000
Fixed assets
Investments
4
-
4,450
Current assets
Debtors
6
-
28
Investments
7
632
-
632
28
Creditors: amounts falling due within one year
8
(632)
(6,659)
Net current liabilities
-
(6,631)
Total assets less current liabilities
-
(2,181)
Capital and reserves
Called up share capital
9
56,157
56,157
Share premium account
64,839
64,839
Other reserves
23,985
23,985
Profit and loss reserves
(144,981)
(147,162)
Total equity
-
(2,181)
These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies' regime.
The financial statements were approved by the board of directors and authorised for issue on 30 January 2019 and are signed on its behalf by:
Mr D Stickel
Director
Company Registration No. 05451235
ENERGYBUILD GROUP LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 JUNE 2018
- 7 -
Share capital
Share premium account
Capital contribution
Profit and loss reserves
Total
£'000
£'000
£'000
£'000
£'000
Balance at 1 January 2016
56,157
64,839
23,985
(146,177)
(1,196)
Period ended 31 December 2016:
Loss and total comprehensive income for the period
-
-
-
(985)
(985)
Balance at 31 December 2016
56,157
64,839
23,985
(147,162)
(2,181)
Period ended 30 June 2018:
Profit and total comprehensive income for the period
-
-
-
2,181
2,181
Balance at 30 June 2018
56,157
64,839
23,985
(144,981)
-
ENERGYBUILD GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2018
- 8 -
1
Accounting policies
Company information
Energybuild Group Limited is a
private
company
limited by shares
incorporated in England and Wales.
The registered office is
Aberpergwm Colliery, Engine Cottage Site, Glynneath, NEATH, UK, SA11 5AJ.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in
sterling
, which is the functional currency of the company.
Monetary a
mounts
in these financial statements are
rounded to the nearest £'000.
The financial statements have been prepared under the historical cost convention, modified to include the revaluation of certain financial instruments at fair value. The principal accounting policies adopted are set out below.
The company has taken advantage of the exemption under section 400 of the
Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group
.
Energybuild Group Limited is a wholly owned subsidiary of Walter Energy, Inc. and the results of Energybuild Group Limited are included in the consolidated financial statements of Walter Energy, Inc. which are available from the company's registered office at 3000 Riverchase Galleria, Suite 1700 Birmingham, AL, 35244.
1.2
Going concern
As set out in the Director's Report, following the sale of the main trading subsidiary during the year the company's main activity ceased. The company is no longer operating as a going concern and the financial statements have therefore been prepared under the 'break-up' basis. In adopting the break up basis at the year end, the financial statements have been adjusted for the impairment of assets to recoverable amount, and all realisable fixed assets and creditors falling due after more than one year have been reclassified as current.
1.3
Reporting period
These financial statements are for the period from 1 January 2017 to 30 June 2018, with the comparatives for the year ended 31 December 2016. The change in period end is part of an on-going strategic review of the groups activities.
1.4
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
The investments are assessed for impairment at each reporting date
and
any
impairment
losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company
. Control is
the power to govern the financial and operating policies of
the
entity so as to obtain benefits from its activities.
ENERGYBUILD GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2018
1
Accounting policies (Continued)
- 9 -
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities
.
1.5
Cash at bank and in hand
Cash at bank and in hand
are basic financial assets
and
include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.6
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset
, with
the net amounts presented in the financial statements
,
when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest
method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Financial assets classified as receivable within one year are not amortised.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from
fellow group companies and preference shares that are classified as debt, are
initially recognised at transaction price unless the arrangement constitutes a
financing transaction, where the debt instrument is measured at the present value of
the future
paymen
ts discounted at a market rate of interest.
Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective
interest rate method.
Trade creditors
are obligations to pay for goods or services that have been acquired
in the ordinary course of business from suppliers. A
m
ounts payable are classified as
current liabilities if payment is due within one year or less. If not, they are presented
as non-current liabilities. Trade creditors are recognised initially at transaction price
and subsequently measured at amortised cost using the effective interest method.
ENERGYBUILD GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2018
1
Accounting policies (Continued)
- 10 -
1.7
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.8
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
2
Exceptional costs/(income)
2018
2016
£'000
£'000
Impairment of intercompany balances
(1,118)
69
Forgiveness of intercompany balances
(4,399)
-
(5,517)
69
As a result of group restructuring activities undertaken during the year, a debt waiver agreement was reached with the ultimate parent undertaking for the forgiveness of intercompany balances amounting to £4,388,000 (2016: £nil).
The impairment of intercompany balances in 2016 related to amounts due from other group companies that were deemed irrecoverable. In 2018 £1,118,000 of provisions held against amounts due from other group companies were released due to subsequent recovery.
3
Employees
The average monthly number of persons (including directors) employed by the company during the period was 2 (2016 - 2).
4
Fixed asset investments
2018
2016
£'000
£'000
Shares in group undertakings
-
4,450
ENERGYBUILD GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2018
4
Fixed asset investments (Continued)
- 11 -
Shares in group undertakings
£'000
Cost or valuation
At 1 January 2017
4,450
Impairment
(3,818)
Reclassification to current
(632)
At 30 June 2018
-
Carrying amount
At 30 June 2018
-
At 31 December 2016
4,450
The directors have written down the value of the fixed asset investments to their recoverable amounts. As set out in the disclosures made in note 1, these financial statements are being prepared on a break up basis. The recoverable amount has been reclassified to current assets investments.
5
Subsidiaries
Details of the company's subsidiaries at 30 June 2018 are as follows:
Name of undertaking
Registered
Nature of business
Class of
% Held
office
shares held
Direct
Indirect
Energybuild Holdings Limited
Wales
Holding company
Ordinary
100.00
Energybuild Opencast Limited
Wales
Dormant
Ordinary
100.00
The aggregate capital and reserves and the result for the year of the subsidiaries noted above was as follows:
Name of undertaking
Profit/(Loss)
Capital and Reserves
£'000
£'000
Energybuild Holdings Limited
3,082
-
Energybuild Opencast Limited
-
1
6
Debtors
2018
2016
Amounts falling due within one year:
£'000
£'000
Other debtors
-
28
ENERGYBUILD GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2018
- 12 -
7
Current asset investments
2018
2016
£'000
£'000
Shares in group undertakings
632
-
8
Creditors: amounts falling due within one year
2018
2016
£'000
£'000
Amounts due to group undertakings
515
6,659
Other creditors
117
-
632
6,659
The amounts due to group undertakings are interest-free, unsecured and have no fixed terms for repayment.
9
Called up share capital
2018
2016
£'000
£'000
Ordinary share capital
Issued and fully paid
561,573,337 ordinary shares of 10p each
56,157
56,157
56,157
56,157
10
Control
The ultimate parent undertaking and controlling party was Walter Energy, Inc. a corporation incorporated in Birmingham, Alabama, throughout the financial year. Walter Energy Inc, is the ultimate parent undertaking and controlling party.
Walter Energy, Inc. is the parent undertaking of the smallest and largest group undertakings to consolidate these financial statements as at 31 December 201
7
.
Copies of the financial statements of Walter Energy, Inc. are available from the Company’s registered office at 3000 Riverchase Galleria, Suite 1700 Birmingham, AL, 3
5244.
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