George P.Johnson (United Kingdom) Limited
Annual Report and Financial Statements
For the year ended 31 December 2022
Company Registration No. 02199101 (England and Wales)
George P.Johnson (United Kingdom) Limited
Company Information
Directors
R G Vallee Jr
C Meyer
(Appointed 1 December 2022)
L S Vallee
(Resigned 01 December 2022)
Company number
02199101
Registered office
53 Great Suffolk Street
London
SE1 0DB
Auditor
Moore Kingston Smith LLP
Charlotte Building
17 Gresse Street
London
W1T 1QL
Business address
53 Great Suffolk Street
London
SE1 0DB
George P.Johnson (United Kingdom) Limited
Contents
Page
Strategic report
1 - 3
Directors' report
4
Directors' responsibilities statement
5
Independent auditor's report
6 - 9
Statement of comprehensive income
10
Balance sheet
11
Statement of changes in equity
12
Statement of cash flows
13
Notes to the financial statements
14 - 32
George P.Johnson (United Kingdom) Limited
Strategic Report
For the year ended 31 December 2022
Page 1

The directors present the strategic report for the year ended 31 December 2022.

Business Review

The company’s turnover for the year ended 31 December 2022 increased by 226.4% (2021 – decreased by 45.3%) and the company’s gross profit increased by 251.0% (2021 – decreased by 34.5%). Turnover increased as a result of the almost complete return of physical marketing activity following the lifting of Government mandated COVID-19 restrictions in almost every country worldwide.

 

Gross profit also increased significantly as the business was able to return to in-person experiential events globally. The demand for such events from existing and new clients materially increased year on year. The company was in a strong position to deliver those physical events following Governments’ relaxation or elimination of COVID-19 related international travel restrictions and social distancing measures.

 

The principal risks facing the company include the prospect of recession or slow-down in late 2023 into 2024 following a period of high inflation and increasing interest rates globally. Russia’s invasion of Ukraine continues, which continues to create oil and gas price pressures. The company will continue to monitor, and be prepared for, any further COVID-19 related restrictions, however it is expecting that COVID-19 will have less impact on client confidence and the ability to deliver global events into the future.

 

The company’s net profit in 2022 was significantly impacted by a one-time adjustment related to historical management charges. The company is not expecting a similar adjustment in future years and is forecasting to grow profitably through 2023 and beyond.

 

The directors continue to monitor and review the company’s performance in the light of forecasts and market expectations as part of their ongoing management of risk.

 

George P.Johnson (United Kingdom) Limited
Strategic Report (Continued)
For the year ended 31 December 2022
Page 2
Principal Risks and uncertainties

The company's activities expose it to financial risks including cash risk, credit risk and liquidity risk. The use of financial derivatives is governed by the company’s policies, which provide written principles on the use of financial derivatives to manage these risks. The company does not use derivative financial instruments for speculative purposes.

 

Foreign Currency risk

There is ongoing uncertainty around how long the high global rates of inflation will continue. Interest rates remain high and may increase further as rates of inflation persist. Some economic indicators suggest that there could be a global recession in late 2023 or early 2024. As such there remains volatility in the foreign currency markets and this presents a risk to the company’s financial performance on translation of international transactions. The company continues to monitor updates and mitigates risk, where possible, through robust working capital management and the use of foreign currency derivatives.

 

 

Credit risk

The company’s principal financial assets are cash, trade and other receivables and amounts owed by group undertakings.

 

The company’s credit risk is primarily attributable to its trade receivables and amounts owed by group undertakings. Both amounts presented in the balance sheet are net of allowances for doubtful receivables for which the amount required for the year ended 31 December 2022 is £581 credit (2021: £8,615 credit).

 

An allowance for impairment is made where there is an identified loss event which, based on previous experience, is evidence of a reduction in the recoverability of the cash flows.

 

The credit risk on liquid funds and derivative financial instruments is limited because the counterparties are banks with high credit-ratings assigned by international credit-rating agencies.

 

The company has no significant concentration of credit risk, with exposure spread over a large number of counterparties and customers.

 

 

Liquidity risk

In order to maintain liquidity to ensure that sufficient funds are available for ongoing operations and future developments, the company maintains sufficient short term cash deposits.

 

Due to the historical impact of the COVID-19 pandemic the company has obtained a letter of support from its ultimate parent company confirming financial assistance in the event that it should be required, for a period of at least 12 months from the date of signing these financial statements.

 

 

George P.Johnson (United Kingdom) Limited
Strategic Report (Continued)
For the year ended 31 December 2022
Page 3
Key Performance Indicators

The company moved to a new financial and resource planning system during 2022. This was in part due to the need to better understand the underlying performance metrics, and to manage the business using such information. As such the business has been able to develop better KPI data from H2 2022 onwards. Year on year comparison versus 2021 is more difficult however, and the KPIs listed below reflect the measures being tracked previously.

a) Staffing: Staff Cost Ratio (Total Staff Cost as a proportion of Net Sales)

This improved (reduced) significantly in 2022 v 2021 – with the increase in paid activity, driven by the significantly increased number of events delivered, people were more utilized on fee-paying business.

This is also demonstrated by improvements in utilization rates and revenue per head metrics across the two years

Realization (Proportion of time spent on clients that is sold) also improved in 2022 v 2021

b) Overhead: Overhead Ratio (Overhead Costs as a proportion of Net Sales)

This improved (reduced) materially in 2022. Net Sales increased materially as previously discussed. Overheads increased by a lower % through cost management.

Non-billable T&E as a proportion of Net Sales increased significantly year on year, as people returned to the office, socialised and travelled more. Office rent was largely unchanged in 2022 v 2021 despite the significantly reduced headcount in 2021.

c) AR Aging: Aged Receivables (Amount and Proportion of Receivables over 60 days due)

This increased in 2022 v 2021 as more was being billed to clients, however the aged amounts were felt to be manageable and normal for the type of industry the company operates in.

On behalf of the board

R G Vallee Jr
Director
17 October 2023
George P.Johnson (United Kingdom) Limited
Directors' Report
For the year ended 31 December 2022
Page 4

The directors present their annual report and financial statements for the year ended 31 December 2022.

Principal activities

The principal activity of the company continued to be that of strategic consultation and experience marketing activity including full production of corporate communication conferences, full creative services and the fabrication and management of exhibition stands.

Branches

The company has branches, as defined in s1046(3) of the Companies Act 2006, outside the UK as follows:

Results and dividends

The results for the year are set out on page 10.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

L S Vallee
(Resigned 1 December 2022)
R G Vallee Jr
C Meyer
(Appointed 1 December 2022)
Future developments

The company experienced a significant improvement in its performance in 2022 versus 2021 and 2020. The business continues to experience growth in clients and client activity. The company’s ongoing strength in strategic planning and creative, digital delivery, and physical marketing activity leads the business to forecast further strong growth into the future.

Auditor

Moore Kingston Smith LLP were appointed as auditor to the company 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.

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.

On behalf of the board
R G Vallee Jr
Director
17 October 2023
2023-10-17
George P.Johnson (United Kingdom) Limited
Directors' Responsibilities Statement
For the year ended 31 December 2022
Page 5

The directors are responsible for preparing the annual report 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 of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

George P.Johnson (United Kingdom) Limited
Independent Auditor's Report
To the Members of George P.Johnson (United Kingdom) Limited
Page 6
Opinion

We have audited the financial statements of George P.Johnson (United Kingdom) Limited (the 'company') for the year ended 31 December 2022 which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity, the 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 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:

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 company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The directors are 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.

George P.Johnson (United Kingdom) Limited
Independent Auditor's Report (Continued)
To the Members of George P.Johnson (United Kingdom) Limited
Page 7

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' 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:

 

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement, 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 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 directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

George P.Johnson (United Kingdom) Limited
Independent Auditor's Report (Continued)
To the Members of George P.Johnson (United Kingdom) Limited
Page 8
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.

 

As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

 

 

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

 

 

George P.Johnson (United Kingdom) Limited
Independent Auditor's Report (Continued)
To the Members of George P.Johnson (United Kingdom) Limited
Page 9

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.

The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.

Our approach was as follows:

 

 

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

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.

Esther Carder
Senior Statutory Auditor
for and on behalf of Moore Kingston Smith LLP
6 November 2023
Chartered Accountants
Statutory Auditor
Charlotte Building
17 Gresse Street
London
W1T 1QL
George P.Johnson (United Kingdom) Limited
Statement of Comprehensive Income
For the year ended 31 December 2022
Page 10
2022
2021
Notes
£
£
Turnover
3
58,804,659
18,014,481
Cost of sales
(52,744,797)
(16,290,059)
Gross profit
6,059,862
1,724,422
Administrative expenses
(9,749,309)
(3,408,177)
Other operating income
-
0
280,666
Operating loss
4
(3,689,447)
(1,403,089)
Interest receivable and similar income
7
14,111
29,235
Interest payable and similar expenses
8
(29,398)
(46,564)
Loss before taxation
(3,704,734)
(1,420,418)
Tax on loss
9
767,681
248,324
Loss for the financial year
(2,937,053)
(1,172,094)

The Statement of Comprehensive Income has been prepared on the basis that all operations are continuing operations.

George P.Johnson (United Kingdom) Limited
Balance Sheet
As at 31 December 2022
Page 11
2022
2021
Notes
£
£
£
£
Fixed assets
Tangible assets
10
1,036,534
1,244,437
Investments
11
1
1
1,036,535
1,244,438
Current assets
Debtors
12
19,667,927
5,476,876
Cash at bank and in hand
27,911,192
14,068,708
47,579,119
19,545,584
Creditors: amounts falling due within one year
13
(51,501,364)
(20,738,679)
Net current liabilities
(3,922,245)
(1,193,095)
Total assets less current liabilities
(2,885,710)
51,343
Provisions for liabilities
Provisions
15
(514,380)
(514,380)
(514,380)
(514,380)
Net liabilities
(3,400,090)
(463,037)
Capital and reserves
Called up share capital
19
100
100
Profit and loss reserves
(3,400,190)
(463,137)
Total equity
(3,400,090)
(463,037)
The financial statements were approved by the board of directors and authorised for issue on 17 October 2023 and are signed on its behalf by:
R G Vallee Jr
Director
Company Registration No. 02199101
George P.Johnson (United Kingdom) Limited
Statement of Changes in Equity
For the year ended 31 December 2022
Page 12
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2021
100
708,957
709,057
Year ended 31 December 2021:
Loss and total comprehensive income for the year
-
(1,172,094)
(1,172,094)
Balance at 31 December 2021
100
(463,137)
(463,037)
Year ended 31 December 2022:
Loss and total comprehensive income for the year
-
(2,937,053)
(2,937,053)
Balance at 31 December 2022
100
(3,400,190)
(3,400,090)
George P.Johnson (United Kingdom) Limited
Statement of Cash Flows
For the year ended 31 December 2022
Page 13
2022
2021
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
23
13,913,857
5,236,986
Interest paid
(29,398)
(46,564)
Income taxes (paid)/refunded
(137,256)
137,256
Net cash inflow from operating activities
13,747,203
5,327,678
Investing activities
Purchase of tangible fixed assets
(97,274)
(7,799)
Proceeds on disposal of tangible fixed assets
812
-
0
Interest received
14,111
29,235
Net cash (used in)/generated from investing activities
(82,351)
21,436
Financing activities
Receipt of bank loans
177,632
500,000
Net cash generated from financing activities
177,632
500,000
Net increase in cash and cash equivalents
13,842,484
5,849,114
Cash and cash equivalents at beginning of year
14,068,708
8,219,595
Cash and cash equivalents at end of year
27,911,192
14,068,708
George P.Johnson (United Kingdom) Limited
Notes to the Financial Statements
For the year ended 31 December 2022
Page 14
1
Accounting policies
Company information

George P.Johnson (United Kingdom) Limited is a private company limited by shares incorporated in England and Wales. The registered office is 53 Great Suffolk Street, London, SE1 0DB.

 

The company has a branch in Oslo, Norway.

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.

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. The principal accounting policies adopted are set out below.

The company considers that consolidation has not been deemed necessary on grounds of materiality according to FRS 102.9.9A. The only balance is an intercompany balance with the parent which would be eliminated on consolidation.

1.2
Going concern

At the balance sheet date, the company made a loss for the year of £true3,887,768 (2021: loss of £1,420,418) and had net liabilities of £4,350,805 (2021: net liabilities of £463,027). The financial statements have been prepared on the going concern basis which assumes that the company will continue to operate for the foreseeable future. In making their assessment of the future trading of the company, the board have prepared and reviewed cash flow forecasts for the next 12 months from the date of approval of these financial statements and are satisfied that the company has sufficient cash resources to meet its liabilities as they fall due.

 

The board consider it likely to be necessary to rely on the continued financial support of its ultimate parent company Project Worldwide, Inc. and as a result have received a letter confirming such support - for a period of at least 12 months from the date of signing the financial statements. The directors have taken steps to assess the ability of the parent to provide this support.

 

Having regard to the above, at the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes.

In respect of long-term contracts and contracts for ongoing services, turnover represents the value of work done in the year, including estimates of amounts not invoiced. Turnover in respect of long-term contracts and contracts for on-going services is recognised by reference to the stage of completion.

George P.Johnson (United Kingdom) Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2022
1
Accounting policies
(Continued)
Page 15

Income and cost recognition

 

The company provides event management services and recognises income and expenditure in accordance with the terms of the agreements or as the event progresses as follows:

 

Events:

 

(a) Events held before the period end

The whole value of the contract is included in turnover where the company has fulfilled its obligations under the contract. All direct costs related to such events for which invoices have not been received at the year-end are accrued for.

 

(b) Events held after the period end

Expenditure is included as work in progress based on the value of recoverable direct cost incurred to the period end including attributable direct salary costs. The revenue includes the expenditure plus an element of profit as recognised in accordance with the terms of the contract. Full provision is made for any foreseeable losses under the contract.

 

(c) Invoices raised pre period end and relating to post end events

The income is treated as deferred income and any associated costs are included in work-in-progress to the extent that the company is not contractually entitled to the income.

 

(d) Cancelled contracts

Where the contract includes a cancelled penalty, the penalty charge is included in income at the date the company is notified of the cancellation of the contract. All irrecoverable costs relating to that contract are provided for at the date the cancellation is notified.

 

(e) Events spanning a period end

The revenue includes all costs plus an element of the profit. The profit attributable to the event is recognised when the company has fulfilled its obligations under the agreement, subject to periodic recognition terms and is contractually entitled to the revenue there from. Provision is made for any foreseeable losses on contracts.

 

Other work-in-progress

Work- in-progress other than events is valued according to the terms of the contract. Where the substance of a contract is that the company’s contractual obligations are performed gradually over time, revenue is recognised as contract activity progresses to reflect the company’s partial performance of its contractual obligations. The amount of revenue will reflect the accrual of the right to consideration as the activity progresses by reference to the value of the work performed.

1.4
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Leasehold improvements
Over the term of the lease to the first break clause
Fixtures and fittings
3-5 years

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 credited or charged to profit or loss.

George P.Johnson (United Kingdom) Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2022
1
Accounting policies
(Continued)
Page 16
1.5
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.

1.6
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (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.

1.7
Cash at bank and in hand

Cash and cash equivalents 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.

1.8
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.

George P.Johnson (United Kingdom) Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2022
1
Accounting policies
(Continued)
Page 17
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.

Other financial assets

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.

Impairment of financial assets

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.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company 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.

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.

George P.Johnson (United Kingdom) Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2022
1
Accounting policies
(Continued)
Page 18
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 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.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.9
Equity instruments

Equity instruments issued by the company 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 company.

Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognised in profit or loss immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.

1.10
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current 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 company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

George P.Johnson (United Kingdom) Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2022
1
Accounting policies
(Continued)
Page 19
Deferred tax

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 when the company has 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.

1.11
Provisions

Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

 

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

1.12
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.

1.13
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.14
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

Other leases refer to the provision of office equipment, including photocopiers, franking machines, coffee machines and hot water taps.

George P.Johnson (United Kingdom) Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2022
1
Accounting policies
(Continued)
Page 20
1.15
Government grants

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

 

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

1.16
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are 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.

Critical judgements

There are no significant critical judgements that the Directors have made in applying the Company’s accounting policies that have any significant effect on the amounts recognised in the financial statements.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows:

Work in Progress

The directors have identified estimation uncertainty of realising profit from events held. If any such contracts are subsequently deemed to be unrecoverable then this could have an impact on the financial statements. Full provision is made for any foreseeable losses under the contract. From past experience all hours charged on the job are not fully recoverable and so the company only recognises a percentage of the chargeable hours incurred on events spanning the year-end.

Dilapidation Provisions

Where the company is required to make reparations in accordance with the terms of the lease, provision is made for the anticipated expenditure based on an annual review of the dilapidations. The magnitude of the dilapidations provision was derived from a third-party valuation which is based upon current market rates at the start of the lease to reinstate the property back to its original condition. As market rates will fluctuate over the life of the lease, using market rates as at the start of the lease in the calculation of the dilapidations provision is a source of estimation uncertainty.

George P.Johnson (United Kingdom) Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2022
Page 21
3
Turnover and other revenue
2022
2021
£
£
Turnover analysed by geographical market
United Kingdom
18,630,856
8,719,082
Overseas
40,166,153
9,295,399
58,797,009
18,014,481
Analysis per statutory database
58,797,009
18,014,481
Statutory database analysis does not agree to the trial balance by:
7,650
-
2022
2021
£
£
Other significant revenue
Interest income
14,111
29,235
Grants received
-
280,666
4
Operating loss
2022
2021
Operating loss for the year is stated after charging/(crediting):
£
£
Exchange differences apart from those arising on financial instruments measured at fair value through profit or loss
(194,659)
59,536
Government grants
-
(280,666)
Depreciation of owned tangible fixed assets
304,483
323,914
(Profit)/loss on disposal of tangible fixed assets
(118)
1,481
Operating lease charges
863,998
857,758
5
Auditor's remuneration
2022
2021
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
62,218
74,852
For other services
Audit-related assurance services
5,917
18,618
Taxation compliance services
4,984
9,486
Other taxation services
31,000
1,500
41,901
29,604
George P.Johnson (United Kingdom) Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2022
Page 22
6
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2022
2021
Number
Number
Production Staff
73
54
Administration Staff
11
12
Management Staff
4
5
Total
88
71

Their aggregate remuneration comprised:

2022
2021
£
£
Wages and salaries
5,468,789
3,774,446
Social security costs
657,592
555,962
Pension costs
381,199
333,921
6,507,580
4,664,329
7
Interest receivable and similar income
2022
2021
£
£
Interest income
Interest on bank deposits
14,111
29,235

Investment income includes the following:

Interest on financial assets not measured at fair value through profit or loss
14,111
29,235
8
Interest payable and similar expenses
2022
2021
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
29,398
46,564
George P.Johnson (United Kingdom) Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2022
Page 23
9
Taxation
2022
2021
£
£
Current tax
UK corporation tax on profits for the current period
-
0
(203,337)
Adjustments in respect of prior periods
(890,043)
-
0
Total UK current tax
(890,043)
(203,337)
Foreign current tax on profits for the current period
15,191
-
0
Total current tax
(874,852)
(203,337)
Deferred tax
Origination and reversal of timing differences
78,672
(44,987)
Adjustment in respect of prior periods
28,499
-
0
Total deferred tax
107,171
(44,987)
Total tax credit
(767,681)
(248,324)
George P.Johnson (United Kingdom) Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2022
9
Taxation
(Continued)
Page 24

The actual credit for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2022
2021
£
£
Loss before taxation
(3,704,734)
(1,420,418)
Expected tax credit based on the standard rate of corporation tax in the UK of 19.00% (2021: 19.00%)
(703,899)
(269,879)
Tax effect of expenses that are not deductible in determining taxable profit
902
26,382
Adjustments in respect of prior years
(890,043)
97,772
Depreciation on assets not qualifying for tax allowances
36,625
20,596
Other permanent differences
22
19
Deferred tax adjustments in respect of prior years
28,499
-
0
Movement in deferred tax not recognised
952,149
(94,722)
Remeasurement of deferred tax for changes in tax rates
(199,398)
(28,491)
Rounding
-
0
(1)
Foreign tax credits
15,191
-
0
Amounts (charged)/credited directly to
STRGL or otherwise transferred
(6,275)
-
0
Taxation credit for the year
(766,227)
(248,324)
Taxation credit in the financial statements
(767,681)
(248,324)
Reconciliation - the current year tax charge does not reconcile to the above analysis.  Please review figures in the database.
1,454
-

 

George P.Johnson (United Kingdom) Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2022
Page 25
10
Tangible fixed assets
Leasehold improvements
Fixtures and fittings
Computers
Total
£
£
£
£
Cost
At 1 January 2022
1,965,857
502,532
555,904
3,024,293
Additions
-
0
-
0
97,274
97,274
Disposals
-
0
(1,667)
-
0
(1,667)
At 31 December 2022
1,965,857
500,865
653,178
3,119,900
Depreciation and impairment
At 1 January 2022
830,872
419,309
529,675
1,779,856
Depreciation charged in the year
198,829
70,276
35,378
304,483
Eliminated in respect of disposals
-
0
(973)
-
0
(973)
At 31 December 2022
1,029,701
488,612
565,053
2,083,366
Carrying amount
At 31 December 2022
936,156
12,253
88,125
1,036,534
At 31 December 2021
1,134,985
83,223
26,229
1,244,437
11
Fixed asset investments
2022
2021
Notes
£
£
Investments in subsidiaries
1
1
12
Debtors
2022
2021
Amounts falling due within one year:
£
£
Trade debtors
11,647,489
3,013,905
Corporation tax recoverable
1,215,445
203,337
Amounts owed by group undertakings
1,564,596
878,775
Other debtors
1,535,208
347,977
Prepayments and accrued income
3,705,189
925,711
19,667,927
5,369,705
George P.Johnson (United Kingdom) Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2022
12
Debtors
(Continued)
Page 26
2022
2021
Amounts falling due after more than one year:
£
£
Deferred tax asset (note 16)
-
0
107,171
Total debtors
19,667,927
5,476,876
13
Creditors: amounts falling due within one year
2022
2021
Notes
£
£
Bank loans and overdrafts
14
677,632
500,000
Trade creditors
18,212,225
2,354,513
Amounts due to group undertakings
21,525,548
10,832,603
Other taxation and social security
199,858
182,200
Deferred income
17
9,186,173
3,316,323
Other creditors
37,388
645,557
Accruals
1,662,540
2,907,483
51,501,364
20,738,679
14
Loans and overdrafts
2022
2021
£
£
Bank loans
677,632
500,000
Payable within one year
677,632
500,000

 

The borrowings relate to a revolving credit facility that has a maximum limit of £500,000 and was fully drawn down at the balance sheet date. The additional £177,632 relates to bank overdraft.

15
Provisions for liabilities
2022
2021
£
£
514,380
514,380

Provision in respect of dilapidations at 53 Great Suffolk Street, London, SE1 0DB. Payments in respect of this are owed at the end of lease term.

George P.Johnson (United Kingdom) Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2022
15
Provisions for liabilities
(Continued)
Page 27
Movements on provisions:
£
At 1 January 2022 and 31 December 2022
514,380
16
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Assets
Assets
2022
2021
Balances:
£
£
Decelerated capital allowances
-
100,845
Pension
-
216
Other deductions
-
6,110
-
107,171
2022
Movements in the year:
£
Asset at 1 January 2022
(107,171)
Charge to profit or loss
107,171
Liability at 31 December 2022
-

 

17
Deferred income
2022
2021
£
£
Other deferred income
9,186,173
3,316,323
George P.Johnson (United Kingdom) Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2022
Page 28
18
Retirement benefit schemes
2022
2021
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
381,199
333,921

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

 

The balance for retirement benefits unpaid at the year end is £37,388 (2021: £864).

19
Share capital
2022
2021
2022
2021
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Allotted, called-up and fully-paid of £1 each
100
100
100
100

The Company has one class of ordinary shares which carry no right to fixed income.

 

The Company’s reserves are as follows:

 

Called-up share capital represents the nominal value of shares that have been issued.

 

Profit and loss account includes all current and prior period retained profits and losses.

20
Operating lease commitments
Lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

2022
2021
£
£
Within one year
1,041,252
1,064,679
Between two and five years
3,899,250
4,159,192
In over five years
-
0
779,825
4,940,502
6,003,696

 

 

 

George P.Johnson (United Kingdom) Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2022
Page 29
21
Related party transactions
Remuneration of key management personnel

The remuneration of key management personnel is as follows.

2022
2021
£
£
Aggregate compensation
999,760
710,119

During the year, retirement benefits were not accruing to any director (2021 – nil) in respect of money purchase pension schemes.

 

Key management personnel relates to those persons having authority and responsibility for planning, directing and controlling the activities of the entity, and does not include the directors of the company. Directors did not receive any emoluments in the year in respect of their services to the company.

Transactions with related parties

During the year the company entered into the following transactions with related parties:

Name of related party
Nature of relationship
George P Johnson Korea LLC Korea
Fellow group company
George P. Johnson (Australia) Pty Ltd
Fellow group company
George P. Johnson Company
Immediate parent company
George P. Johnson Company Shanghai Ltd
Fellow group company
George P. Johnson Event Marketing Co,Ltd (India)
Fellow group company
George P. Johnson France SARL
Fellow group company
George P. Johnson GmbH
Fellow group company
Praytell Strategy
Fellow group company
Project: Worldwide, Inc
Ultimate parent company
Raumtechnik Messebau & Event Services GmbH
Fellow group company
Wondersauce Ltd
Fellow group company
George P.Johnson (United Kingdom) Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2022
21
Related party transactions
(Continued)
Page 30
Income
Payments
2022
2021
2022
2021
£
£
£
£
George P Johnson Korea LLC Korea
-
-
140,890
-
George P. Johnson (Australia) Pty Ltd
44,441
-
25,568
708,819
George P. Johnson Company
4,809,470
1,990,460
1,286,026
134,263
George P. Johnson Company Shanghai Ltd
14,407
-
83,686
-
0
George P. Johnson Event Marketing Co,Ltd (India)
843,143
-
0
105,553
2,706
George P. Johnson France SARL
6,621
105
-
-
0
George P. Johnson GmbH
3,461,689
1,538,626
4,338,641
1,425,048
Praytell Strategy
31,773
87,511
50,000
-
0
Project: Worldwide, Inc
-
355,126
5,467,808
15
Raumtechnik Messebau & Event Services GmbH
12,430
11,313
175,522
-
0
Wondersauce Ltd
-
0
19,773
-
0
-
0

Project Worldwide, Inc., a company registered in the United States, is the Company’s ultimate parent company. The transactions and balances with related undertakings and group companies have taken place at arm’s length and are in connection with the company’s principal activities.

George P. Johnson Company has provided a guarantee for the overdraft facilities of £1,000,000 and €2,000,000, the latter of which the Company has access to €250,000. The company is an authorised borrower on the Project Worldwide, Inc. credit agreement and has an outstanding loan with its bankers under this agreement of £500,000 (2021 - £500,000 ) as at year-end.

Balances with related parties

The following amounts were outstanding at the reporting end date:

George P.Johnson (United Kingdom) Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2022
21
Related party transactions
(Continued)
Page 31
Amounts owed by
Amounts owed to
related parties
related parties
2022
2021
2022
2021
£
£
£
£
Conference Planners Limited
-
-
0
-
1,000
George P. Johnson (Australia) Pty.
40,960
-
0
-
0
7,181
George P. Johnson Company
466,901
860,614
211,217
133,059
George P. Johnson Company Shanghai Ltd
-
0
-
0
-
0
2,920
George P. Johnson Event Marketing Co Limited
568,341
-
0
88,301
-
0
George P. Johnson France SARL
-
0
76,179
-
0
-
0
George P. Johnson GmbH
127,852
3,317
1,269,047
3,621,096
George P. Johnson Singapore Pte Ltd
765
-
0
53,520
-
0
Praytell Strategy
18,112
9,984
60,000
-
0
Project: Worldwide, Inc
-
0
-
0
5,730,907
3,562
Raumtechnik Messebau & Event Services GmbH
1,706
4,814
1,524
7,139,916
22
Ultimate controlling party

The company is a wholly owned subsidiary undertaking of Project Worldwide, Inc., incorporated in Michigan in the United States, which the directors consider to be the company’s ultimate parent company. This is the largest and smallest group in which the results of the company are consolidated. The registered address of Project: Worldwide, Inc is 3600 Giddings Road, Auburn Hills, Michigan 48326.

 

The company’s immediate parent undertaking is George P. Johnson Company, also incorporated in the United States.

 

Copies of consolidated group financial statements for Project Worldwide, Inc. are not publicly available.

 

The ultimate controlling party is an Employee Stock Ownership Plan.

George P.Johnson (United Kingdom) Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2022
Page 32
23
Cash generated from operations
2022
2021
£
£
Loss for the year after tax
(2,937,053)
(1,172,094)
Adjustments for:
Taxation credited
(767,681)
(248,324)
Finance costs
29,398
46,564
Investment income
(14,111)
(29,235)
(Gain)/loss on disposal of tangible fixed assets
(118)
1,481
Depreciation and impairment of tangible fixed assets
304,483
323,914
Movements in working capital:
Increase in debtors
(13,286,114)
(3,175,233)
Increase in creditors
24,715,203
6,585,020
Increase in deferred income
5,869,850
2,904,892
Cash generated from operations
13,913,857
5,236,985
24
Analysis of changes in net funds
1 January 2022
Cash flows
31 December 2022
£
£
£
Cash at bank and in hand
14,068,708
13,842,484
27,911,192
Borrowings excluding overdrafts
(500,000)
(177,632)
(677,632)
13,568,708
13,664,852
27,233,560
George P.Johnson (United Kingdom) Limited
Management Information
For the year ended 31 December 2022
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