REGISTERED NUMBER: |
STRATEGIC REPORT, |
REPORT OF THE DIRECTORS AND |
FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
FOR |
FWW UK LIMITED |
REGISTERED NUMBER: |
STRATEGIC REPORT, |
REPORT OF THE DIRECTORS AND |
FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
FOR |
FWW UK LIMITED |
FWW UK LIMITED (REGISTERED NUMBER: 12069211) |
CONTENTS OF THE FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
Page |
Company Information | 1 |
Strategic Report | 2 |
Report of the Directors | 3 |
Report of the Independent Auditors | 5 |
Income Statement | 8 |
Other Comprehensive Income | 9 |
Balance Sheet | 10 |
Statement of Changes in Equity | 11 |
Notes to the Financial Statements | 12 |
FWW UK LIMITED |
COMPANY INFORMATION |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
Directors: |
Secretary: |
Registered office: |
Registered number: |
Auditors: |
Chartered Accountants and Statutory Auditors |
12 Old Mills Industrial Estate |
Paulton |
BS39 7SU |
FWW UK LIMITED (REGISTERED NUMBER: 12069211) |
STRATEGIC REPORT |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
The directors present their strategic report for the year ended 31 December 2022. |
Review of business |
The company continued to operate as an intermediate holding company within the MarineMax Inc. group. |
Principal risks and uncertainties |
The company's principal risks and uncertainties surround the performance and success of the group. All risks are managed at a group level by the ultimate parent company, MarineMax Inc. |
Financial performance |
The directors are satisfied with the company's performance during the year to 31 December 2022. |
Key performance indicators |
As a holding company, the directors consider the key performance indicator to be net assets of £19,743,286 (2021 - £18,026,565). |
On behalf of the board: |
FWW UK LIMITED (REGISTERED NUMBER: 12069211) |
REPORT OF THE DIRECTORS |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
The directors present their report with the financial statements of the company for the year ended 31 December 2022. |
Principal activity |
The principal activity of the company in the year under review was that of a holding company. |
Dividends |
During the year a dividend distribution of £4,443,198 (2021 - £Nil) was made to the immediate parent company. |
Events since the end of the year |
No events have occurred since the end of the year that require disclosure. |
Future developments |
The company is expected to continue to act as an intermediate holding company for the foreseeable future. |
Qualifying third party indemnity provisions |
A qualifying third party indemnity provision by Section 232(2) of the Companies Act 2006 is in force for the benefit of the directors in respect of liabilities incurred as a result of their office, to the extent permitted by law. In respect of those liabilities for which the directors may not be indemnified, a directors' and officers' liability insurance policy was in force at the date of signing the financial statements. |
Directors |
The directors shown below have held office during the whole of the period from 1 January 2022 to the date of this report. |
Statement of directors' responsibilities |
The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations. |
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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: |
- | select suitable accounting policies and then apply them consistently; |
- | make judgements and accounting estimates that are reasonable and prudent; |
- | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's 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. |
Statement as to disclosure of information to auditors |
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
FWW UK LIMITED (REGISTERED NUMBER: 12069211) |
REPORT OF THE DIRECTORS |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
Auditors |
The auditors, Fuller & Roper Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
On behalf of the board: |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
FWW UK LIMITED |
Opinion |
We have audited the financial statements of FWW UK Limited (the 'company') for the year ended 31 December 2022 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
In our opinion the financial statements: |
- | give a true and fair view of the state of the company's affairs as at 31 December 2022 and of its profit for the year then ended; |
- | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
- | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion |
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the 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 directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
Opinions on other matters prescribed by the Companies Act 2006 |
In our opinion, based on the work undertaken in the course of the audit: |
- | the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
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 Report of the Directors. |
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
- | adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or |
- | the financial statements are not in agreement with the accounting records and returns; or |
- | certain disclosures of directors' remuneration specified by law are not made; or |
- | we have not received all the information and explanations we require for our audit. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
FWW UK LIMITED |
Responsibilities of directors |
As explained more fully in the Statement of Directors' Responsibilities set out on page three, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
In preparing the financial statements, the directors are responsible for assessing the 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. |
Auditors' responsibilities for the audit of the financial statements |
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
Our approach was as follows: |
We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures to respond to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis to our opinion. |
We have identified and assess the potential risks related to irregularities, including fraud, by: |
- Making enquiries of management regarding the compliance with laws and regulations, the detection of and response to the risk of fraud and any knowledge of actual, suspected or alleged fraud. We also discussed the controls in place to mitigate fraud risks or non-compliance with laws and regulations. |
- Obtaining an understanding of the legal and regulatory framework in which the company operates. The key laws and regulations are considered to be accounting standards and the Companies Act 2006. |
We have responded to risks identified by performing procedures including the following: |
- Making enquiries of management concerning actual and potential litigation claims; |
- Performing analytical procedures to identify any unusual or unexpected relationships which may indicate risks of misstatement due to fraud; and |
- Reviewing the financial statement disclosures and testing to supporting documentation. |
We have also considered the risk of fraud through management override of controls by: |
- Testing a sample of journal entries for appropriateness; and |
- Assessing whether the judgements made in making accounting estimates are indicative of potential bias. |
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. |
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
FWW UK LIMITED |
Use of our report |
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
for and on behalf of |
Chartered Accountants and Statutory Auditors |
12 Old Mills Industrial Estate |
Paulton |
BS39 7SU |
FWW UK LIMITED (REGISTERED NUMBER: 12069211) |
INCOME STATEMENT |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
31/12/22 | 31/12/21 |
Notes | £ | £ |
TURNOVER |
Administrative expenses | ( |
) |
246,426 | (72,687 | ) |
Other operating income |
OPERATING PROFIT | 4 |
Income from fixed asset investments |
4,582,941 | 1,647,185 |
Interest payable and similar expenses | 5 | ( |
) | ( |
) |
PROFIT BEFORE TAXATION |
Tax on profit | 6 | ( |
) | ( |
) |
PROFIT FOR THE FINANCIAL YEAR |
FWW UK LIMITED (REGISTERED NUMBER: 12069211) |
OTHER COMPREHENSIVE INCOME |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
31/12/22 | 31/12/21 |
Notes | £ | £ |
PROFIT FOR THE YEAR |
OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
FWW UK LIMITED (REGISTERED NUMBER: 12069211) |
BALANCE SHEET |
31 DECEMBER 2022 |
31/12/22 | 31/12/21 |
Notes | £ | £ |
FIXED ASSETS |
Investments | 8 |
CURRENT ASSETS |
Debtors | 9 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 10 | ( |
) | ( |
) |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CAPITAL AND RESERVES |
Called up share capital | 11 |
Capital contribution reserve | 12 |
Retained earnings | 12 |
SHAREHOLDERS' FUNDS |
The financial statements were approved by the Board of Directors and authorised for issue on |
FWW UK LIMITED (REGISTERED NUMBER: 12069211) |
STATEMENT OF CHANGES IN EQUITY |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
Called up | Capital |
share | Retained | contribution | Total |
capital | earnings | reserve | equity |
£ | £ | £ | £ |
Balance at 1 January 2021 |
Changes in equity |
Total comprehensive income | - |
Balance at 31 December 2021 | 1 | 1,610,220 | 18,026,565 |
Changes in equity |
Total comprehensive income | - |
Dividends | - | ( |
) | - | ( |
) |
Capital contribution | - | - | 1,980,210 | 1,980,210 |
Balance at 31 December 2022 |
FWW UK LIMITED (REGISTERED NUMBER: 12069211) |
NOTES TO THE FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
1. | STATUTORY INFORMATION |
FWW UK Limited is a |
The company's functional and presentational currency is pounds sterling (GBP) and the financial statements have been rounded to the nearest pound (£). |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
Financial Reporting Standard 102 - reduced disclosure exemptions |
The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": |
- the requirements of Section 7 Statement of Cash Flows; |
- the requirements of Section 11 Financial Instruments paragraphs: |
11.41(b),11.41(c),11.41(e),11.41(f),11.42,11.44,11.45,11.48(a)(iii),11.48(a)(iv),11.48(b),11.48(c). |
This information is included in the consolidated financial statements of MarineMax Inc. The consolidated financial statements of MarineMax Inc. can be obtained from Suite 200, 2600 McCormick Drive, Clearwater, FL 33759, USA. |
Judgements and key sources of estimation uncertainty |
In the application of the Company'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 directors do not consider there to be any significant judgments or estimation uncertainty. |
Preparation of consolidated financial statements |
The financial statements contain information about FWW UK Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 401 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its ultimate parent, MarineMax Inc. Copies of the consolidated group financial statements can be obtained from Suite 200, 2600 McCormick Drive, Clearwater, FL 33759, USA. |
Investments in subsidiaries |
Investments in subsidiary undertakings are recognised at cost. |
Financial instruments |
The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS102 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. |
FWW UK LIMITED (REGISTERED NUMBER: 12069211) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
2. | ACCOUNTING POLICIES - continued |
Classification of financial liabilities |
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. |
Basic financial liabilities |
Basic financial liabilities, including creditors, and loans from fellow group companies are initially recognised at transaction price. |
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 initially recognised at transaction price. |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
Foreign currencies |
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
Other operating income |
Other operating income represents the board fees received. |
3. | EMPLOYEES AND DIRECTORS |
There were no staff costs for the year ended 31 December 2022 nor for the year ended 31 December 2021. |
The average number of employees during the year was NIL (2021 - NIL). |
4. | OPERATING PROFIT |
The operating profit is stated after charging/(crediting): |
31/12/22 | 31/12/21 |
£ | £ |
Auditors' remuneration |
Foreign exchange differences | ( |
) |
5. | INTEREST PAYABLE AND SIMILAR EXPENSES |
31/12/22 | 31/12/21 |
£ | £ |
Interest on CT |
6. | TAXATION |
Analysis of the tax charge |
The tax charge on the profit for the year was as follows: |
31/12/22 | 31/12/21 |
£ | £ |
Current tax: |
UK corporation tax |
Tax on profit |
FWW UK LIMITED (REGISTERED NUMBER: 12069211) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
6. | TAXATION - continued |
Reconciliation of total tax charge included in profit and loss |
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below: |
31/12/22 | 31/12/21 |
£ | £ |
Profit before tax |
Profit multiplied by the standard rate of corporation tax in the UK of |
Effects of: |
Expenses not deductible for tax purposes |
Income not taxable for tax purposes | ( |
) |
Total tax charge | 387,739 | 312,914 |
The Finance Act 2021 was substantively enacted in May 2021 and increased the corporation tax rate from 19% to 25% with effect from 1 April 2023. |
7. | DIVIDENDS |
31/12/22 | 31/12/21 |
£ | £ |
Ordinary share of 1 |
Final |
8. | FIXED ASSET INVESTMENTS |
Shares in |
group |
undertakings |
£ |
Cost |
At 1 January 2022 |
Additions |
At 31 December 2022 |
Net book value |
At 31 December 2022 |
At 31 December 2021 |
The company's investments at the Balance Sheet date in the share capital of companies include the following: |
TCN Antibes S.A.R.L |
Registered office: Incorporated in France |
Class of shares: Ordinary shares |
Holding: 100% |
Fraser Yachts Spain SLU |
Registered office: Incorporated in Spain |
Class of shares: Ordinary shares |
Holding: 100% |
Fraser Yachts Limited |
Registered office: Incorporated in England & Wales |
Class of shares: Ordinary shares |
Holding: 100% |
FWW UK LIMITED (REGISTERED NUMBER: 12069211) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
8. | FIXED ASSET INVESTMENTS - continued |
Fraser Yachts Management and Services LLC |
Registered office: Incorporated in Qatar |
Class of shares: Ordinary shares |
Holding: 49% |
Fraser Yachts Group S.R.L |
Registered office: Incorporated in Italy |
Class of shares: Ordinary shares |
Holding: 100% |
Northrop & Johnson Group Spain S.L.U |
Registered office: Incorporated in Spain |
Class of shares: Ordinary shares |
Holding: 100% |
Fraser Yachts Greece IKE |
Registered office: Incorporated in Greece |
Class of shares: Ordinary shares |
Holding: 100% |
Fraser Worldwide S.A.M |
Registered office: Incorporated in Monaco |
Class of shares: Ordinary shares |
Holding: 100% |
9. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
31/12/22 | 31/12/21 |
£ | £ |
Amounts owed by group undertakings |
Prepayments |
10. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
31/12/22 | 31/12/21 |
£ | £ |
Trade creditors |
Amounts owed to group undertakings |
Tax |
Accrued expenses |
11. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 31/12/22 | 31/12/21 |
value: | £ | £ |
Ordinary | 1 | 1 | 1 |
FWW UK LIMITED (REGISTERED NUMBER: 12069211) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2022 |
12. | RESERVES |
Capital |
Retained | contribution |
earnings | reserve | Totals |
£ | £ | £ |
At 1 January 2022 | 18,026,564 |
Profit for the year |
Dividends | ( |
) | ( |
) |
Capital contribution | - | 1,980,210 | 1,980,210 |
At 31 December 2022 | 19,743,285 |
Called up share capital |
Called up share capital represents the aggregate nominal value of shares issued. |
Retained earnings |
Retained earnings represent cumulative profits, losses and total comprehensive income made by the company, including distributions to the parent company. |
Capital contribution reserve |
The capital contribution reserve represents contributions from the parent company. |
13. | ULTIMATE CONTROLLING PARTY |
The immediate parent company is FWW LLC, a company incorporated in the United States of America. The ultimate parent company is considered to be MarineMax Inc, a company incorporated in the United States of America and listed on the New York Stock Exchange. Copies of the consolidated group financial statements are available from Suite 200, 2600 McCormick Drive, Clearwater, FL 33759, USA. |