The director presents the strategic report for the year ended 31 March 2023.
Audio Holdings Ltd. (“AP”) is a leading global audio technology group that develops and markets premium home audio equipment and headphones, based on proprietary hardware and software, developed by expert in-house teams.
This year’s results evidence a tough year that almost all businesses within the consumer audio sector have faced. That said, we remain optimistic about the potential for the business and our Cambridge Audio brand with a strong pipeline roadmap ahead, and continued investment in our future building the strongest team we have ever had. As a privately owned company with the ability to take a long-term view, this has inevitably dented short-term profits for what the Directors believe will be a significant long-term gain.
Cambridge Audio. Made by Music.
Cambridge Audio exists to enrich lives through music by making world-class audio accessible to all, founded on a belief that music has the power to define and shape the world around us.
We have invented, inspired, and entertained in the pursuit of the Great British Sound, winning countless awards, and building a global fanbase. From our hi-fi separates and streaming audio systems to our award-winning true wireless headphones, we create a musical experience exactly how the artist intended. Nothing added. Nothing ever taken away.
It takes the kind of commitment that you can only find in an independent company, with an independent spirit.
For more than half a century we have envisaged, sculpted, and delivered the next big thing in audio. In addition to our award-winning hardware, we developed unique IP and patented software, including our StreamMagic digital audio platform, which now has well over 100,000 users.
Engineering Precision: Internationally recognised products, designed and built in London. Delivering world class audio, building a global reputation with international trademark protection.
Something for Everyone: The best possible sound at the fairest possible price; there’s something in our range for everyone who wants to feel the music as the artist intended.
Made by Music: Many of our team are musicians, all of us are music fans. Everything we do is driven by a love of music. We care deeply about how you hear it. We’re Made by Music.
As in every business, our people are key to our success. Effort is put into building a strong internal culture of both fun and productivity, where we enjoy our work. Cambridge Audio products are designed and engineered at our London headquarters, where we also have a private music venue called Melomania. Directly, or indirectly, we employ over 100 people across the UK, Germany, USA, Hong Kong, and China, with physical bases in all these locations.
Manufacturing is subcontracted to highly professional third-party contract manufacturers in Asia that adhere to our high corporate social responsibility standards. Whilst we have always cared about our planet and the impact, we have on it; in the past year we have yet again stepped up our CSR efforts with every area of the business continually under review. Our aim is that we will become an environmental sustainability leader in our industry.
Our group of businesses transacts globally through a network of distributors, retailers, and direct-to-customer platforms. All are important to our success. Our trading partners are also key to our success, and we choose who we work with carefully. We work hard to ensure that we are a reliable and ethical partner who is easy to do business with.
The Group owns a 100% UK Subsidiary, Audio Partnership plc, a 100% US subsidiary, Audio Partnership LLC, a 100% owned EU subsidiary, Cambridge Audio EU Ltd., and a 100% subsidiary, Cambridge Audio (Asia) Limited, incorporated in Hong Kong.
Like many businesses within the consumer audio sector the group has been adversely impacted by the global market conditions which have affected performance, including consumer spending and supply chain costs. The directors have taken steps to manage the cashflow within the financing facilities available including working with the group's bank to agree ongoing support and revised covenants appropriate to current and projected performance. The management of the liquidity risks is further explained in the principal risks and uncertainties section of this report.
Principal risks and uncertainties
AP is reliant on the uptake of its products and therefore any change in the market is likely to affect results. AP’s new products reflect the result of the group's exhaustive research and development programme. Response to the new products from our listeners and the trade continues to be very encouraging, however the global economic outlook remains uncertain.
The group is exposed to several financial risks from its operating activities. The Board of Directors are responsible for ensuring that the business risks are actively managed. The business does not trade financial instruments or use financial derivatives. The key financial risks are identified below:
Currency risk – Due to the global nature of our business with sales and operations overseas the business is exposed to fluctuations of sterling against our other trading currencies. This risk is significantly reduced by the fact that the group has receivables in USD and EUR, from customers who purchase from us in those currencies.
Credit risk – The group manages its credit risk by ensuring that it only engages with counterparties that have high credit ratings. The group set and actively monitor credit limits for its customers based on reference checks and payment history and further protection is provided by credit insurance on certain customers.
Liquidity (cash flow) risk – The group manages its cash flow to ensure it can meet its obligations and requirements.
Price risk – Regulation and worldwide price transparency continue to create pressure on gross margins.
Environmental and legislative compliance
The group is subject to far reaching and complex UK, EU and other foreign environmental laws and regulations.
These include those governing the use; storage; handling; transportation; disposals; recycling and sale of certain products.
Great British Sound Shouldn’t Cost the Earth: At Cambridge Audio we take our responsibilities to the planet and its people very seriously. Hi-fi is essential for us as music fans, and although entertainment fulfils a fundamental human need, we must also know our place. We take great care to use the earth’s resources carefully and treat our fellow humans with the respect they deserve.
We are a foundational partner of the environmental charity Earth/Percent, formed by iconic artist and producer Brian Eno, to help the music industry fund meaningful climate emergency action.
On behalf of the board
The director presents his annual report and financial statements for the year ended 31 March 2023.
The results for the year are set out on page 8.
No ordinary dividends were paid. The director does not recommend payment of a further dividend.
The director who held office during the year and up to the date of signature of the financial statements was as follows:
Mercer & Hole LLP were appointed as auditor to the group and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.
We have audited the financial statements of Audio Holdings Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2023 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including 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).
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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The director is responsible for the other information contained within the annual report. 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. 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 course of 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 our audit:
the information given in the strategic report and the director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the director's report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the director's report.
We have nothing to report in respect of the following matters in relation to which 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.
As explained more fully in the director's responsibilities statement, the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the director determines 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 parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the parent company or to cease operations, or has no realistic alternative but to do so.
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.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. These included, but were not limited to, the Companies Act 2006 and tax legislation.
We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements and the financial report (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate entries including journals to overstate revenue or understate expenditure and management bias in accounting estimates.
Audit procedures performed by the engagement team included:
discussions with management, including considerations of known or suspected instances of non- compliance with laws and regulations and fraud;
gaining an understanding of management's controls designed to prevent and detect irregularities; and
identifying and testing journal entries.
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non- compliance and cannot be expected to detect non-compliance with all laws and regulations.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https:// www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
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 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.
These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £847,174 (2022 - £47,736 loss).
Audio Holdings Ltd ("the company") is a private limited company domiciled and incorporated in England and Wales. The registered office is Gallery Court, Hankey Place, London, SE1 4BB.
The group consists of Audio Holdings Ltd and all of its subsidiaries.
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.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value.
The Company has taken advantage of the exemption allowed under 408 of the Company Act 2006 and has not presented its own Profit and Loss Account in these financial statements.
The Company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit and loss of the group. The company has therefore taken advantage from the disclosure requirements of the group to not present its own statement of cash flows.
The following principal accounting policies have been applied:
The consolidated group financial statements consist of the financial statements of the parent company Audio Holdings Ltd together with all entities controlled by the parent company (its subsidiaries).
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
The group's business activities, together with the factors likely to affect its future development, performance and position are set out in the Strategic Report on pages 1 to 2.
The directors have prepared trading and cash flow forecasts for at least 12 months from the date of signing these accounts on a going concern basis. At the time of approving the financial statements, the director has a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future without the need for additional external sources of funds. Thus the director continues to adopt the going concern basis of accounting in preparing the financial statements.
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Research and development costs are charged to the profit and loss in the year of expenditure.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible 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 company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
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 (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) 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.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
The group 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 group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and 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, 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.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
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 group after deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans and loans from fellow group companies 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 payments 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. Amounts 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.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
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.
In the application of the group’s accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Management review the companies stock holding on an ongoing constant basis. Any decision to make a provision for moving, faulty or obsolete stock will be based on past and present sales information and current pricing strategies.
When assessing provisions against investments, management consider a number of factors including the future profitability of investments and the net assets of investments.
The average monthly number of persons (including directors) employed by the group and company during the year was:
The actual charge for the year can be reconciled to the expected (credit)/charge for the year based on the profit or loss and the standard rate of tax as follows:
Details of the company's subsidiaries at 31 March 2023 are as follows:
The UK subsidiaries excluding Cambridge Audio EU Limited have the same registered office as the parent company. All subsidiaries have been included in the consolidated accounts.
The registered office of Cambridge Audio EU Limited is located at; First Floor, Penrose 1, Penrose Dock, Cork, T23 KW81.
The registered office of Audio LLC is located at: 4500, 140th Avenue North #101, Clearwater, Fl 33762.
The registered office of Cambridge Audio (Asia) Limited is located at; 10/F., Hale Weal Industrial Building, 22-28 Tai Chung Road, Tsuen Wan, N.T., Hong Kong.
* These companies took advantage of the exemption from audit under S479A of the Companies Act 2006.
** These companies took advantage of the exemption from audit under S480 of the Companies Act 2006.
An impairment loss of £328,832 (2022: £456,207) was recognised in the profit and loss against stock during the year due to slow moving and obsolete stock.
The amount included in bank overdrafts is secured by way of a cross company guarantee between Audio Partnership Plc, Cambridge Audio Limited, Audio Holdings Limited, Mordaunt-Short Limited and Opus Technologies Limited.
There is a personal guarantee from a director in respect of the amounts included within bank loans for a maximum of £680,000.
There is a cross company guarantee between the group companies in respect of the amounts included within loans over the group companies' assets and undertakings.
The above loan is repayable on a monthly basis, with interest chargeable at 4% plus the base rate.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
The deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
The pension cost charge represents contributions payable by the Group to the fund and amounted to £64,772 (2022: £58,449). Contributions totaling £14,230 (2022: £12,134) were payable to the fund at the reporting date and are included in creditors.