REGISTERED NUMBER: 09280047 (England and Wales) |
Group Strategic Report, Report of the Directors and |
Consolidated Financial Statements for the Year Ended 31 December 2022 |
for |
NFP UK Holdings Limited |
REGISTERED NUMBER: 09280047 (England and Wales) |
Group Strategic Report, Report of the Directors and |
Consolidated Financial Statements for the Year Ended 31 December 2022 |
for |
NFP UK Holdings Limited |
NFP UK Holdings Limited (Registered number: 09280047) |
Contents of the Consolidated Financial Statements |
for the Year Ended 31 December 2022 |
Page |
Company Information | 1 |
Group Strategic Report | 2 |
Report of the Directors | 4 |
Report of the Independent Auditors | 6 |
Consolidated Income Statement | 10 |
Consolidated Other Comprehensive Income | 11 |
Consolidated Balance Sheet | 12 |
Company Balance Sheet | 13 |
Consolidated Statement of Changes in Equity | 14 |
Company Statement of Changes in Equity | 15 |
Consolidated Cash Flow Statement | 16 |
Notes to the Consolidated Financial Statements | 17 |
NFP UK Holdings Limited |
Company Information |
for the Year Ended 31 December 2022 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
SENIOR STATUTORY AUDITOR: | John D Lee FCA |
AUDITORS: |
8th Floor Becket House |
36 Old Jewry |
London |
EC2R 8DD |
NFP UK Holdings Limited (Registered number: 09280047) |
Group Strategic Report |
for the Year Ended 31 December 2022 |
The directors present their strategic report of the company and the group for the year ended 31 December 2022. |
REVIEW OF BUSINESS |
NFP UK Holdings has been financially strong and resilient throughout 2022 and has seen significant organic growth as well as an acquisition. Mason James Insurance Services was acquired in October 2022 and is already contributing to the group performance, further strengthening the group's position within the Commercial Insurance sector in the UK. Integrating this entity plus 8 new trading entities acquired in 2021 has been a key focus for the directors of NFP UK Holdings throughout the financial year. A further 5 acquisitions have also been completed in 2023 as at the date of this report. |
PRINCIPAL RISKS AND UNCERTAINTIES |
Aside from the continued impacts of Covid 19 and the general economic environment within the UK and Ireland, there are no significant business risks. The business is performing consistently well, at a strong margin, with diversification across multiple business lines. Furthermore, NFP UK Holdings has the financial support and backing (with significant further investment planned) of NFP Corp, its US-based parent company. |
FINANCIAL PERFORMANCE |
Revenue has increased by 72% from 2021 (£14.4m) to 2022 (£24.8m). This is predominantly due to the full year impact of the 2021 acquisitions of The Connor Consultancy Ltd and the KGJ Group. Additionally, performance within the existing business has remained strong and new business has grown throughout the period. A need to invest in the business as it grows in terms of technology, integration, additional staff in central services and leadership has resulted in increased administrative expenses. These costs have been necessary to ensure that the growth and resilience of the company is sustainable in the longer term. This coupled with the impact of amortisation charges of £3.7m have resulted in a loss before tax of £1,553k (2021: £67k profit restated to £23k profit) despite a healthy underlying trading profit. Gross profit of £22.5m (2021: £13.5m) is a strong result for a year in which NFP UK Holdings has experienced fundamental business change and in the context of a challenging economic climate. |
NFP UK Holdings Limited (Registered number: 09280047) |
Group Strategic Report |
for the Year Ended 31 December 2022 |
FUTURE DEVELOPMENTS |
Further significant growth and expansion in the UK and Ireland is planned for 2023, during which five additional acquisitions have been completed. The key strategic aims and areas of focus for 2023 and beyond are to further consolidate and integrate the newly-acquired businesses, maximise sales opportunities to achieve additional organic growth across the group and to expand into new geographical areas and product lines through further acquisitions. |
A post-balance sheet event was identified in 2023, impacting revenue in the KGJ group. Pre-acquisition procedures have led to an overstatement of income in the current and prior years. Income has been restated in the 2022 KGJ subsidiary accounts (and subsequently the group consolidated accounts) to reflect the payments that are due to be made back to clients. The sellers have committed to reimbursing the full amount payable, which will be reflected in the 2023 KGJ and consolidated group accounts. |
With regards to the ultimate ownership of NFP UK Holdings Ltd, in December 2023 it was announced that NFP had signed a definitive agreement to be acquired by Aon. This transaction will formally complete during the financial year 2024. |
ON BEHALF OF THE BOARD: |
NFP UK Holdings Limited (Registered number: 09280047) |
Report of the Directors |
for the Year Ended 31 December 2022 |
The directors present their report with the financial statements of the company and the group for the year ended 31 December 2022. |
PRINCIPAL ACTIVITY |
The principal activity of the group in the year under review was that of the provision of financial services throughout the UK and Ireland. |
DIVIDENDS |
No dividends will be distributed for the year ended 31 December 2022. |
DIRECTORS |
The directors shown below have held office during the whole of the period from 1 January 2022 to the date of this report. |
Other changes in directors holding office are as follows: |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations. |
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to: |
- | select suitable accounting policies and then apply them consistently; |
- | make judgements and accounting estimates that are reasonable and prudent; |
- | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
NFP UK Holdings Limited (Registered number: 09280047) |
Report of the Directors |
for the Year Ended 31 December 2022 |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
AUDITORS |
The auditors, Xeinadin Audit 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 |
NFP UK Holdings Limited |
Opinion |
We have audited the financial statements of NFP UK Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2022 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
In our opinion the financial statements: |
- | give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2022 and of the group's loss for the year then ended; |
- | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
- | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion |
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
Conclusions relating to going concern |
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
Report of the Independent Auditors to the Members of |
NFP UK Holdings Limited |
Other information |
The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
Opinions on other matters prescribed by the Companies Act 2006 |
In our opinion, based on the work undertaken in the course of the audit: |
- | the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception |
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors. |
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
- | adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
- | the parent company financial statements are not in agreement with the accounting records and returns; or |
- | certain disclosures of directors' remuneration specified by law are not made; or |
- | we have not received all the information and explanations we require for our audit. |
Responsibilities of directors |
As explained more fully in the Statement of Directors' Responsibilities set out on page four, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so. |
Report of the Independent Auditors to the Members of |
NFP UK Holdings Limited |
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: |
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: |
Discussions with and enquiries of management and those charged with governance were held with a view to identifying those laws and regulations that could be expected to have a material impact on the financial statements. During the engagement team briefing, the outcomes of these discussions and enquiries were shared with the team, as well as consideration as to where and how fraud may occur in the entity. |
The following laws and regulations were identified as being of significance to the entity: |
- Those laws and regulations considered to have a direct effect on the financial statements include UK financial reporting standards, Company Law, Tax and Pensions legislation, and distributable profits legislation. |
-Those laws and regulations for which non-compliance may be fundamental to the operating aspects of the business and therefore may have a material effect on the financial statements include health and safety legislation, FCA legislation, GDPR. |
Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of: inquiries of management and those charged with governance as to whether the entity complies with such laws and regulations; enquiries with the same concerning any actual or potential litigation or claims; inspection of relevant legal correspondence; review of board minutes; testing the appropriateness of journal entries; and the performance of analytical review to identify unexpected movements in account balances which may be indicative of fraud. |
No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity's controls, and the nature, timing and extent of the audit procedures performed. |
Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK). |
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 |
NFP UK Holdings 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 |
8th Floor Becket House |
36 Old Jewry |
London |
EC2R 8DD |
NFP UK Holdings Limited (Registered number: 09280047) |
Consolidated Income Statement |
for the Year Ended 31 December 2022 |
31.12.22 | 31.12.21 |
as | restated |
Notes | £ | £ |
TURNOVER | 3 | 24,802,631 | 14,401,811 |
Cost of sales | 2,270,878 | 944,787 |
GROSS PROFIT | 22,531,753 | 13,457,024 |
Administrative expenses | 24,121,324 | 13,038,270 |
(1,589,571 | ) | 418,754 |
Other operating income | 53,380 | (395,460 | ) |
OPERATING (LOSS)/PROFIT | 5 | (1,536,191 | ) | 23,294 |
Interest receivable and similar income | 2,505 | 833 |
(1,533,686 | ) | 24,127 |
Interest payable and similar expenses | 6 | 27 | 1,136 |
(LOSS)/PROFIT BEFORE TAXATION | (1,533,713 | ) | 22,991 |
Tax on (loss)/profit | 7 | 195,262 | 296,548 |
LOSS FOR THE FINANCIAL YEAR | ( |
) | ( |
) |
Loss attributable to: |
Owners of the parent | (1,728,975 | ) | (273,557 | ) |
NFP UK Holdings Limited (Registered number: 09280047) |
Consolidated Other Comprehensive Income |
for the Year Ended 31 December 2022 |
31.12.22 | 31.12.21 |
as | restated |
Notes | £ | £ |
LOSS FOR THE YEAR | (1,728,975 | ) | (273,557 | ) |
OTHER COMPREHENSIVE LOSS |
Foreign exchange on revaluation | - | (20,591 | ) |
Income tax relating to other comprehensive loss |
- |
- |
OTHER COMPREHENSIVE LOSS FOR THE YEAR, NET OF INCOME TAX |
- |
(20,591 |
) |
TOTAL COMPREHENSIVE LOSS FOR THE YEAR |
(294,148 |
) |
Note |
Prior year adjustment | 9 | (44,485 | ) |
TOTAL COMPREHENSIVE LOSS SINCE LAST ANNUAL REPORT |
(1,773,460 |
) |
Total comprehensive loss attributable to: |
Owners of the parent | (1,773,460 | ) | (294,148 | ) |
NFP UK Holdings Limited (Registered number: 09280047) |
Consolidated Balance Sheet |
31 December 2022 |
31.12.22 | 31.12.21 |
as restated |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 10 | 46,981,346 | 42,084,553 |
Tangible assets | 11 | 974,093 | 587,606 |
Investments | 12 | - | - |
47,955,439 | 42,672,159 |
CURRENT ASSETS |
Debtors | 13 | 14,097,732 | 11,277,522 |
Cash at bank and in hand | 8,599,799 | 10,718,345 |
22,697,531 | 21,995,867 |
CREDITORS |
Amounts falling due within one year | 14 | 61,491,155 | 55,383,211 |
NET CURRENT LIABILITIES | (38,793,624 | ) | (33,387,344 | ) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
9,161,815 |
9,284,815 |
CREDITORS |
Amounts falling due after more than one year |
15 |
- |
(552,500 |
) |
PROVISIONS FOR LIABILITIES | 17 | (5,918,730 | ) | (3,760,255 | ) |
NET ASSETS | 3,243,085 | 4,972,060 |
CAPITAL AND RESERVES |
Called up share capital | 18 | 1,000 | 1,000 |
Retained earnings | 19 | 3,242,085 | 4,971,060 |
SHAREHOLDERS' FUNDS | 3,243,085 | 4,972,060 |
The financial statements were approved by the Board of Directors and authorised for issue on 4 March 2024 and were signed on its behalf by: |
Ms N J Carter - Director |
NFP UK Holdings Limited (Registered number: 09280047) |
Company Balance Sheet |
31 December 2022 |
31.12.22 | 31.12.21 |
as restated |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 10 |
Tangible assets | 11 |
Investments | 12 |
CURRENT ASSETS |
Debtors | 13 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 14 |
NET CURRENT LIABILITIES | ( |
) | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CAPITAL AND RESERVES |
Called up share capital | 18 |
Retained earnings | 19 |
SHAREHOLDERS' FUNDS |
Company's loss for the financial year | (233,076 | ) | (685,371 | ) |
The financial statements were approved by the Board of Directors and authorised for issue on |
NFP UK Holdings Limited (Registered number: 09280047) |
Consolidated Statement of Changes in Equity |
for the Year Ended 31 December 2022 |
Called up |
share | Retained | Other | Total |
capital | earnings | reserves | equity |
£ | £ | £ | £ |
Balance at 1 January 2021 | 1,000 | 5,244,617 | 20,591 | 5,266,208 |
Changes in equity |
Total comprehensive loss | - | (229,072 | ) | (20,591 | ) | (249,663 | ) |
Balance at 31 December 2021 | 1,000 | 5,015,545 | - | 5,016,545 |
Prior year adjustment | - | (44,485 | ) | - | (44,485 | ) |
As restated | 1,000 | 4,971,060 | - | 4,972,060 |
Changes in equity |
Total comprehensive loss | - | (1,728,975 | ) | - | (1,728,975 | ) |
Balance at 31 December 2022 | 1,000 | 3,242,085 | - | 3,243,085 |
NFP UK Holdings Limited (Registered number: 09280047) |
Company Statement of Changes in Equity |
for the Year Ended 31 December 2022 |
Called up |
share | Retained | Total |
capital | earnings | equity |
£ | £ | £ |
Balance at 1 January 2021 |
Changes in equity |
Total comprehensive loss | - | ( |
) | ( |
) |
Balance at 31 December 2021 |
Changes in equity |
Total comprehensive loss | - | ( |
) | ( |
) |
Balance at 31 December 2022 |
NFP UK Holdings Limited (Registered number: 09280047) |
Consolidated Cash Flow Statement |
for the Year Ended 31 December 2022 |
31.12.22 | 31.12.21 |
as | restated |
Notes | £ | £ |
Cash flows from operating activities |
Cash generated from operations | 21 | 4,091,028 | 6,211,311 |
Interest paid | (27 | ) | (1,136 | ) |
Grant income | 3,361 | - |
Tax paid | (1,164,312 | ) | (425,649 | ) |
Net cash from operating activities | 2,930,050 | 5,784,526 |
Cash flows from investing activities |
Purchase of intangible fixed assets | (1,223,617 | ) | (2,341,789 | ) |
Purchase of tangible fixed assets | (726,533 | ) | (237,394 | ) |
Purchase of new subsidiaries | (7,157,613 | ) | (30,580,107 | ) |
Cash movement on restructuring | 1,119,373 | 7,008,339 |
Interest received | 2,505 | 833 |
Net cash from investing activities | (7,985,885 | ) | (26,150,118 | ) |
Cash flows from financing activities |
Increase in parent company loans in year | 2,937,289 | 26,376,909 |
Foreign exchange (loss)/gain | - | 20,591 |
Net cash from financing activities | 2,937,289 | 26,397,500 |
(Decrease)/increase in cash and cash equivalents | (2,118,546 | ) | 6,031,908 |
Cash and cash equivalents at beginning of year |
22 |
10,718,345 |
4,686,437 |
Cash and cash equivalents at end of year |
22 |
8,599,799 |
10,718,345 |
NFP UK Holdings Limited (Registered number: 09280047) |
Notes to the Consolidated Financial Statements |
for the Year Ended 31 December 2022 |
1. | STATUTORY INFORMATION |
NFP UK Holdings Limited is a |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
Basis of consolidation |
The group financial statements consolidate the financial statements of NFP UK Holdings Limited and all its subsidiary undertakings drawn up to 31 December each year. Where no financial statements are prepared management accounts are used. |
Turnover |
Turnover is recognized to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognized: |
Commissions receivable |
Commissions receivable are recognized when the related pension contributions are made to the scheme provider less any potential clawbacks. |
Rendering of services |
Revenue from contracts to provide a service are recognized over the contract as services are completed. Amounts invoiced or paid in advance are deferred until the relevant period. |
Goodwill |
Goodwill, being the amount paid in connection with the acquisition of subsidiaries, is being amortised evenly over its estimated useful life of 15 years as set out by the US holding company. Amortisation is included within the statement of comprehensive income under administration expenses. |
Intangible assets |
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
NFP UK Holdings Limited (Registered number: 09280047) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2022 |
2. | ACCOUNTING POLICIES - continued |
Tangible fixed assets |
Improvements to property | - |
Plant and machinery | - |
Fixtures and fittings | - |
Computer equipment | - |
Financial instruments |
Trade and other receivable |
Trade and other receivables are measured at transaction price less any impairment unless the arrangement constitutes a financing transaction in which case the transaction is measured at the present value of the future receipts discounted at the prevailing market rate of interest . Loans are initially measured at fair value and are subsequently measured at amortised cost using the effective interest method less any impairment. |
Trade and other payables |
Trade and other payables are measured at their transaction price unless the arrangement constitutes a financing transaction in which case the transaction is measured at present value of future payments discounted at prevailing market rate of interest. Other financial liabilities are initially measured at fair value net of their transaction costs. They are subsequently measured at amortised cost using the effective interest method. |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
NFP UK Holdings Limited (Registered number: 09280047) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2022 |
2. | ACCOUNTING POLICIES - continued |
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. |
Hire purchase and leasing commitments |
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
Pension costs and other post-retirement benefits |
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate. |
Exemptions for qualifying entities |
NFP UK Holdings Limited, as an individual entity, meets the definition of a qualifying entity per FRS and has taken advantage of the exemption available in paragraph 1.12 of FRS from presenting a company-only statement of cash flows. These consolidated financial statements include a consolidated statement of cash flows which include the cash flows of NFP UK Holdings Limited. |
Cash at bank |
Cash at bank in the balance sheet comprise cash at banks and in hand and short term deposits with an original maturity date of three months or less. |
Employee Benefits |
The company recognises an accrual for accumulated annual leave accrued by employees as a result of services rendered in the current period for which employees can carry forward and use within the next year. The accrual is measured at the salary cost of the respective employee in relation to the period of absence. |
3. | TURNOVER |
The turnover and loss (2021 - profit) before taxation are attributable to the one principal activity of the group. |
An analysis of turnover by class of business is given below: |
31.12.22 | 31.12.21 |
as | restated |
£ | £ |
Rendering of services | 24,802,631 | 14,401,811 |
24,802,631 | 14,401,811 |
NFP UK Holdings Limited (Registered number: 09280047) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2022 |
3. | TURNOVER - continued |
An analysis of turnover by geographical market is given below: |
31.12.22 | 31.12.21 |
as | restated |
£ | £ |
United Kingdom | 24,802,631 | 14,401,811 |
24,802,631 | 14,401,811 |
4. | EMPLOYEES AND DIRECTORS |
31.12.22 | 31.12.21 |
as | restated |
£ | £ |
Wages and salaries | 12,971,324 | 6,821,713 |
Social security costs | 1,546,004 | 566,662 |
Other pension costs | 647,563 | 393,568 |
15,164,891 | 7,781,943 |
The average number of employees during the year was as follows: |
31.12.22 | 31.12.21 |
as | restated |
Senior management | 13 | 12 |
Finance | 19 | 11 |
Advisory personnel | 256 | 191 |
The average number of employees by undertakings that were proportionately consolidated during the year was 288 (2021 - 214 ) . |
31.12.22 | 31.12.21 |
as | restated |
£ | £ |
Directors' remuneration | 1,594,838 | 507,088 |
Directors' pension contributions to money purchase schemes | 126,942 | 14,676 |
NFP UK Holdings Limited (Registered number: 09280047) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2022 |
4. | EMPLOYEES AND DIRECTORS - continued |
Information regarding the highest paid director is as follows: |
31.12.22 | 31.12.21 |
as | restated |
£ | £ |
Emoluments etc | 450,073 | 273,278 |
Pension contributions to money purchase schemes | 22,556 | 14,676 |
5. | OPERATING (LOSS)/PROFIT |
The operating loss (2021 - operating profit) is stated after charging/(crediting): |
31.12.22 | 31.12.21 |
as | restated |
£ | £ |
Hire of plant and machinery | 52,283 | 62,314 |
Other operating leases | 477,801 | 454,582 |
Depreciation - owned assets | 319,512 | 233,495 |
Loss on disposal of fixed assets | - | 408,413 |
Goodwill amortisation | 3,720,085 | 2,000,042 |
Computer software amortisation | 51,419 | 32,966 |
Auditors' remuneration | 15,800 | 15,000 |
Auditors' remuneration for non audit work | 11,500 | 10,500 |
Foreign exchange differences | (29,400 | ) | (2,515 | ) |
6. | INTEREST PAYABLE AND SIMILAR EXPENSES |
31.12.22 | 31.12.21 |
as | restated |
£ | £ |
Bank loan interest | - | 140 |
Other interest | 27 | 150 |
Hire purchase | - | 846 |
27 | 1,136 |
NFP UK Holdings Limited (Registered number: 09280047) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2022 |
7. | TAXATION |
Analysis of the tax charge |
The tax charge on the loss for the year was as follows: |
31.12.22 | 31.12.21 |
as | restated |
£ | £ |
Current tax: |
UK corporation tax | 59,308 | 246,093 |
Deferred tax | 135,954 | 50,455 |
Tax on (loss)/profit | 195,262 | 296,548 |
UK corporation tax was charged at 19 %) in 2021. |
Reconciliation of total tax charge included in profit and loss |
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
31.12.22 | 31.12.21 |
as | restated |
£ | £ |
(Loss)/profit before tax | (1,533,713 | ) | 22,991 |
(Loss)/profit multiplied by the standard rate of corporation tax in the UK of 19 % (2021 - 19 %) |
(291,405 |
) |
4,368 |
Effects of: |
Expenses not deductible for tax purposes | 652,398 | 392,102 |
Capital allowances in excess of depreciation | (342,006 | ) | (40,317 | ) |
Utilisation of tax losses | 23,850 | (118,512 | ) |
Adjustments to tax charge in respect of previous periods | 16,471 | - |
Deferred tax | 135,954 | 50,455 |
Prior year adjustment affects | - | 8,452 |
Total tax charge | 195,262 | 296,548 |
Tax effects relating to effects of other comprehensive income |
There were no tax effects for the year ended 31 December 2022. |
NFP UK Holdings Limited (Registered number: 09280047) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2022 |
7. | TAXATION - continued |
31.12.21 |
Gross | Tax | Net |
£ | £ | £ |
Foreign exchange on revaluation | (20,591 | ) | - | (20,591 | ) |
Expenses not deductible for tax purposes includes amortization of goodwill arising on acquisition of subsidiaries. |
8. | INDIVIDUAL INCOME STATEMENT |
As permitted by Section 408 of the Companies Act 2006, the Statement of Comprehensive Income of the parent company is not presented as part of these financial statements. |
9. | PRIOR YEAR ADJUSTMENT |
As a result of internal compliance procedures, the directors have identified a post-balance sheet event during 2023 impacting revenue within the KGJ group subsidiaries. Pre-acquisition procedures have led to an overstatement of income in the current and prior years. Income has been restated in the 2022 accounts of the KGJ group (and subsequently the group consolidated accounts) to reflect the payments that are due to be made back to clients. The prior owners of the KGJ group have committed to reimbursing the full amount payable, which will be reflected in the 2023 KGJ and consolidated group accounts. |
The results of this adjustment has affected the 2021 group figures as follows: |
- Turnover has reduced by £35,486 |
- Goodwill cost has increased by £539,555 |
- Goodwill amortisation had increased by £9,000 |
- Provisions have increased by £575,041 |
- Profit before tax has decreased by £44,886 |
NFP UK Holdings Limited (Registered number: 09280047) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2022 |
10. | INTANGIBLE FIXED ASSETS |
Group |
Computer |
Goodwill | software | Totals |
£ | £ | £ |
COST |
At 1 January 2022 | 46,769,852 | 136,119 | 46,905,971 |
Additions | 8,207,908 | 1,223,617 | 9,431,525 |
Disposals | (788,500 | ) | - | (788,500 | ) |
At 31 December 2022 | 54,189,260 | 1,359,736 | 55,548,996 |
AMORTISATION |
At 1 January 2022 | 4,788,412 | 33,006 | 4,821,418 |
Amortisation for year | 3,720,085 | 51,419 | 3,771,504 |
Reclassification/transfer | - | (25,272 | ) | (25,272 | ) |
At 31 December 2022 | 8,508,497 | 59,153 | 8,567,650 |
NET BOOK VALUE |
At 31 December 2022 | 45,680,763 | 1,300,583 | 46,981,346 |
At 31 December 2021 | 41,981,440 | 103,113 | 42,084,553 |
The following material intangible fixed assets exist: |
Goodwill arising on the acquisition of: |
Carrying value (£ |
) |
Remaining amortisation (months |
) |
NFP Benefits Consultants Limited | 1,122,258 | 85 |
NFP Commercial Solutions Limited | 1,742,096 | 98 |
Mayfield Holdings LImited | 2,105,907 | 119 |
Friary Insurance Services Limited | 2,244,818 | 153 |
Johnson Fleming Group Limited & Johnson Fleming Future Life Planning Limited |
6,130,936 |
145 |
The Connor Consultancy Limited | 5,969,326 | 165 |
KGJ Insurance Group Limited | 23,454,607 | 165 |
Purchased book of Insurance clients | 2,030,110 | 107 |
Mason James Insurance Services Limited |
1,659,143 |
176 |
NFP UK Holdings Limited (Registered number: 09280047) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2022 |
11. | TANGIBLE FIXED ASSETS |
Group |
Improvements | Fixtures |
to | Plant and | and | Computer |
property | machinery | fittings | equipment | Totals |
£ | £ | £ | £ | £ |
COST |
At 1 January 2022 | 91,979 | 199,811 | 230,809 | 311,547 | 834,146 |
Additions | 132,544 | - | - | 598,727 | 731,271 |
Reclassification/transfer | - | - | (22,995 | ) | 22,995 | - |
At 31 December 2022 | 224,523 | 199,811 | 207,814 | 933,269 | 1,565,417 |
DEPRECIATION |
At 1 January 2022 | 36,854 | 39,977 | 75,991 | 93,718 | 246,540 |
Charge for year | 18,241 | 53,430 | 45,786 | 202,055 | 319,512 |
Reclassification/transfer | - | - | (22,788 | ) | 48,060 | 25,272 |
At 31 December 2022 | 55,095 | 93,407 | 98,989 | 343,833 | 591,324 |
NET BOOK VALUE |
At 31 December 2022 | 169,428 | 106,404 | 108,825 | 589,436 | 974,093 |
At 31 December 2021 | 55,125 | 159,834 | 154,818 | 217,829 | 587,606 |
Company |
Improvements |
to |
property |
£ |
COST |
Additions |
At 31 December 2022 |
DEPRECIATION |
Charge for year |
At 31 December 2022 |
NET BOOK VALUE |
At 31 December 2022 |
NFP UK Holdings Limited (Registered number: 09280047) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2022 |
12. | FIXED ASSET INVESTMENTS |
Company |
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 |
NFP UK Holdings Limited (Registered number: 09280047) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2022 |
12. | FIXED ASSET INVESTMENTS - continued |
The company's investments at the balance sheet date in the share capital of companies include the following: |
Direct subsidiaries |
Name | Activities | Class of share | Percentage held |
NFP Benefits Consultants Limited | Benefits consultancy | Ordinary | 100% |
NFP Commercial Solutions Limited | Insurance brokerage | Ordinary | 100% |
Mayfield Holdings Limited | Holding company | Ordinary | 100% |
Friary Insurance Services Limited | Holding company | Ordinary | 100% |
Johnson Fleming Group Limited | Holding company | Ordinary | 100% |
Johnson Fleming Future Life Planning Limited |
Financial advice |
Ordinary |
100% |
The Connor Consultancy Limited | HR advice | Ordinary | 100% |
The KGJ Insurance Services Group Limited |
Insurance brokerage |
Ordinary |
100% |
Mason James Insurance Services Limited |
Insurance brokerage |
Ordinary |
100% |
NFP Management Limited | Management services | Ordinary | 100% |
Indirect subsidiaries |
Name | Activities | Class of share | Percentage held |
NFP Wealth Management Limited | Financial advice | Ordinary | 100% |
Ernest R.Shaw Limited | Insurance brokerage | Ordinary | 100% |
Johnson Fleming Limited | Financial advice | Ordinary | 100% |
Johnson Fleming Services Limited | Financial advice | Ordinary | 100% |
KGJ Commercial Insurance Services Ltd |
Insurance brokerage |
Ordinary |
100% |
KGJ Insurance Services Ltd | Insurance brokerage | Ordinary | 100% |
Annan Insurance Services Limited | Insurance brokerage | Ordinary | 100% |
MPM Insurance Services Limited | Insurance brokerage | Ordinary | 100% |
Insureit UK Ltd | Insurance brokerage | Ordinary | 100% |
Insurance Risk and Claims Management Ltd |
Insurance brokerage |
Ordinary |
100% |
Also included in the consolidated financial statement are the following dormant subsidiaries: |
Mackenzie Taylor Holdings Limited |
Mackenzie Taylor Benefits Consultants Limited |
NFP International Limited |
Linkfield Corporate Solutions Limited |
Wentworth Employee Benefits Limited |
NFP Consultants Limited |
NFP Holdings Limited |
Hallam Green Insurance Services Ltd |
NFP UK Holdings Limited (Registered number: 09280047) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2022 |
12. | FIXED ASSET INVESTMENTS - continued |
KGJ-Annan Financial Services Limited |
Click 2 Insure Limited |
The Family Fleet Insurance Limited |
KGJ Insurance Services (Midlands) Limited |
All the above subsidiaries are included in these consolidated financial statements. |
13. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
31.12.22 | 31.12.21 | 31.12.22 | 31.12.21 |
as restated |
as restated |
£ | £ | £ | £ |
Trade debtors | 12,433,707 | 9,568,242 |
Amounts owed by group undertakings | - | 697,199 |
Other debtors | 31,702 | 63,355 |
Tax | 1,037,562 | 411,476 |
VAT | - | - |
Deferred tax asset | - | - | 88,525 | - |
Prepayments and accrued income | 594,761 | 537,250 |
14,097,732 | 11,277,522 |
14. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
31.12.22 | 31.12.21 | 31.12.22 | 31.12.21 |
as restated |
as restated |
£ | £ | £ | £ |
Trade creditors | 13,725,963 | 9,801,858 |
Amounts owed to group undertakings | 44,320,165 | 42,080,075 |
Tax | 128,486 | 607,404 |
Social security and other taxes | 649,165 | 387,975 |
VAT | 286,421 | 301,385 | - | - |
Other creditors | 165,176 | 686,427 |
Accruals and deferred income | 2,215,779 | 1,518,087 |
61,491,155 | 55,383,211 |
NFP UK Holdings Limited (Registered number: 09280047) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2022 |
15. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
Group |
31.12.22 | 31.12.21 |
as | restated |
£ | £ |
Other creditors | - | 552,500 |
16. | LEASING AGREEMENTS |
Minimum lease payments fall due as follows: |
Group |
Non-cancellable | operating leases |
31.12.22 | 31.12.21 |
as | restated |
£ | £ |
Within one year | 301,906 | 419,166 |
Between one and five years | 839,510 | 720,600 |
In more than five years | 653,650 | 822,600 |
1,795,066 | 1,962,366 |
Company |
Non-cancellable | operating leases |
31.12.22 | 31.12.21 |
as | restated |
£ | £ |
Within one year |
Between one and five years |
In more than five years |
NFP UK Holdings Limited (Registered number: 09280047) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2022 |
17. | PROVISIONS FOR LIABILITIES |
Group |
31.12.22 | 31.12.21 |
as | restated |
£ | £ |
Deferred tax |
Accelerated capital allowances | 325,652 | 76,537 |
Tax losses carried forward | (133,262 | ) | - |
Other timing differences | 7,547 | 1,661 |
199,937 | 78,198 |
Other provisions | 5,718,793 | 3,682,057 |
Aggregate amounts | 5,918,730 | 3,760,255 |
Group |
Deferred | Other |
tax | provisions |
£ | £ |
Balance at 1 January 2022 | 78,198 | 3,682,057 |
Provided during year | 121,739 | 2,272,736 |
Unused amounts reversed during year | - | (236,000 | ) |
Balance at 31 December 2022 | 199,937 | 5,718,793 |
Company |
Deferred |
tax |
£ |
Provided during year | ( |
) |
Balance at 31 December 2022 | ( |
) |
Included within provisions relating are costs which may be incurred on the failure of an insurance provider along with deferred consideration relating to the purchases of subsidiaries. |
Provisions have been made to account for amounts owing back to clients as a result of the pre-acquisition procedures with the KGJ subsidiary leading to an overstatement of revenue. More details are set out in the strategic report. This has resulted in a reduction to revenue and pre tax profits. |
NFP UK Holdings Limited (Registered number: 09280047) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2022 |
18. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 31.12.22 | 31.12.21 |
value: | as restated |
£ | £ |
Ordinary | £1 | 1,000 | 1,000 |
All shares have normal voting rights with no restrictions on the distribution of dividends or repayment of capital |
19. | RESERVES |
Group |
Retained |
earnings |
£ |
At 1 January 2022 | 5,015,545 |
Prior year adjustment | (44,485 | ) |
4,971,060 |
Deficit for the year | (1,728,975 | ) |
At 31 December 2022 | 3,242,085 |
Company |
Retained |
earnings |
£ |
At 1 January 2022 |
Deficit for the year | ( |
) |
At 31 December 2022 |
NFP UK Holdings Limited (Registered number: 09280047) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2022 |
20. | ULTIMATE CONTROLLING PARTY |
The directors consider the ultimate parent company is Madison Dearborn Partners LLC a company registered in the United States of America and the immediate parent company to be NFP Corp a company incorporated in the United States of America. |
The accounts of Madison Dearborn Partners LLC for the year ended 31 December 2021 may be requested from the following address; |
Madison Dearborn Partners LLC |
70 W. Madison St. |
Suite 4600 |
Chicago, Illinois 60602 |
USA |
21. | RECONCILIATION OF (LOSS)/PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
31.12.22 | 31.12.21 |
as | restated |
£ | £ |
(Loss)/profit before taxation | (1,533,713 | ) | 22,991 |
Depreciation charges | 4,091,016 | 2,266,503 |
Loss on disposal of fixed assets | 788,500 | 408,413 |
Provisions movement | (120,736 | ) | 35,486 |
Government grants | (3,361 | ) | - |
Finance costs | 27 | 1,136 |
Finance income | (2,505 | ) | (833 | ) |
3,219,228 | 2,733,696 |
Increase in trade and other debtors | (2,885,849 | ) | (5,249,601 | ) |
Increase in trade and other creditors | 3,757,649 | 8,727,216 |
Cash generated from operations | 4,091,028 | 6,211,311 |
NFP UK Holdings Limited (Registered number: 09280047) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2022 |
22. | CASH AND CASH EQUIVALENTS |
The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
Year ended 31 December 2022 |
31.12.22 | 1.1.22 |
£ | £ |
Cash and cash equivalents | 8,599,799 | 10,718,345 |
Year ended 31 December 2021 |
31.12.21 | 1.1.21 |
as restated |
£ | £ |
Cash and cash equivalents | 10,718,345 | 4,686,437 |
23. | ANALYSIS OF CHANGES IN NET FUNDS |
At 1.1.22 | Cash flow | At 31.12.22 |
£ | £ | £ |
Net cash |
Cash at bank and in hand | 10,718,345 | (2,118,546 | ) | 8,599,799 |
10,718,345 | (2,118,546 | ) | 8,599,799 |
Total | 10,718,345 | (2,118,546 | ) | 8,599,799 |
NFP UK Holdings Limited (Registered number: 09280047) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 December 2022 |
24. | ACQUISITIONS DURING THE YEAR |
The following companies were acquired during the year: |
Mason James Insurance Services limited |
All acquisitions were for 100% of the voting equity and were settled in cash. All are accounted for using the purchase method of accounting. |
Assets and liabilities recognised on acquisition: |
Mason James Insurance Services Limited |
Tangible fixed assets | 4,738 |
Debtors | 383,096 |
Cash at bank and in hand | 1,119,373 |
Creditors | 406,393 |
Since acquisition the investments have contributed the following to the groups trading position: |
Mason James Insurance Services Limited |
Turnover | 274,582 |
Profit for the year | 116,801 |