UFP (UK) Limited
Registered number: 02886891
Annual report and
financial statements
For the year ended 31 December 2019
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UFP (UK) LIMITED
COMPANY INFORMATION
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Chartered Accountants
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Statutory Auditor
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National Westminster Bank plc
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UFP (UK) LIMITED
CONTENTS
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Independent Auditor's Report
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Statement of Comprehensive Income
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Statement of Financial Position
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Statement of Changes in Equity
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Notes to the Financial Statements
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UFP (UK) LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2019
The directors present their strategic report for UFP (UK) Limited for the year ended 31 December 2019.
The company continued its principal activities throughout the current year.
As reported in the company's statement of comprehensive income, turnover has decreased from £143.4m to £124.9m and gross profit margin has increased from 4.4% to 5.0% in the current period.
The balance sheet shows an increase in the net assets from the prior year, from £20.0m to £20.8m.
The trading environment continued to be challenging and price competitive in 2019. The company continued to trade profitably in 2019 and the directors are satisfied with the performance during the year and believe that UFP (UK) Limited remains in a strong position to expand its market share.
The directors expect turnover to increase with profitability and cash generation to improve in the foreseeable future.
Future developments
The company continues to research, invest and implement best in class methods which, together with continual innovation, lead to improved efficiencies and tighter cost control. The company will continue to pursue increased efficiencies for its customers which will safeguard margins in the next twelve months.
Overall the company is well placed in terms of strategic and market position to maximise its ability to generate sales and satisfy customer demand and the directors believe that the company is in a strong position to expand its market share.
- 1 -
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UFP (UK) LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
Principal risks and uncertainties
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Management continually monitor the key risks facing the company together with assessing the controls used for managing these risks.
Financial instruments
The company's principal financial instruments comprise foreign exchange contracts, trade debtors and trade creditors. The main purpose of these instruments is to finance the company's working capital requirements.
Trade debtors are managed in respect of credit and cash flow risk by robust policies and formal agreements in respect of the level of credit offered to customers and the regular monitoring of amounts outstanding in respect of both time and value. The amounts presented in the balance sheet are net of provisions for any doubtful debts.
The existence of these financial instruments exposes the company to a number of financial risks. In order to manage the company's exposure to those risks, in particular the company's exposure to currency risk, the company enters into a number of transactions including, but not limited to, forward foreign currency contracts.
All these transactions are undertaken to manage the risks arising from the underlying business activities and no transactions of a speculative nature are undertaken.
The main risks arising from the company's financial instruments are market risk, cash flow risk, interest rate risk, credit risk and liquidity risk. The directors review and agree policies for managing each of these risks. These policies have remained unchanged from previous years.
Financial risk
The financial risk to the company is keeping abreast of both pricing and availability in the market on a daily basis in order to ensure that we obtain the best deal for our customers at a reasonable margin. The company prides itself on its creditor payment policy and ensuring that creditors are paid on time and within terms as agreed.
Operational risk
The company has solid reporting systems and as a result produces timely and accurate management information, which is regularly reviewed by the directors. The IT infrastructure that has been developed and put in place by the business also helps to deliver the first class customer service mentioned below.
Market risk
The major risks to the business are customer loss through non-competitive pricing or poor service.
The company mitigates these risks by continually monitoring market prices, ensuring a flexible approach and tailoring its financial commitments to the length of its customer contracts, providing a first class service to customers. The directors are focused on developing their relationships and volume of business with existing customers whilst at the same time identifying and bringing on board new customers who can benefit from the company's services.
- 2 -
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UFP (UK) LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
The Company has continued to tightly monitor cash and ensure it continues to operate safely throughout the COVID-19 situation. The Government job retention scheme has been used sensibly as well as the deferral of some tax liabilities.
Forecasts have been produced in a detailed and thorough manner for the next 12 months that look at expected and worse case scenarios. In both cases, the Company remains as a going concern without the need for additional borrowings.
The forecasts produced cover an expected fall in revenues and subsequent reductions in costs as well as any supply issues that may be created by Brexit and COVID-19. These expected changes are informed both through the many years of experience of the management team as well as being informed by various trade bodies that the Company is a member of.
Financial key performance indicators
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The directors consider the financial KPI's of the business to be :
Turnover;
Gross Profit Margin;
Capital Expenditure; and
Headcount
These are monitored on a monthly basis and resultant actions are taken as and when necessary.
In addition non-financial KPI's are:
High standard of customer service;
Health & safety compliance; and
Environmental issues.
This report was approved by the board on 15 December 2020
and signed on its behalf.
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UFP (UK) LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2019
The directors present their report and the financial statements for the year ended
31 December 2019
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Directors' responsibilities statement
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The directors are responsible for preparing the Strategic Report, the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), 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 for the Company's financial statements and then apply them consistently;
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make judgments and accounting estimates that are reasonable and prudent;
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state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
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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 to 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.
The principal activity of the company is the provision of computer consumables and office supplies.
The profit for the year, after taxation, amounted to £
790,380
(2018 -
£
956,448
)
. Dividends paid in the year amounted to £Nil (2018 - £1,050,086).
The company's business activities, together with the factors likely to affect its future development, performance and position are set out in the Strategic Report.
The company's forecasts and projections show that the company will be able to operate well within the current working capital facility.
The directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis for accounting in preparing the annual financial statements.
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UFP (UK) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
The directors who served during the year were:
Engagement with employees
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The Company is committed to the development of employee consultation so that the views of the employees can be taken into account when making decisions which are likely to affect their interests.
Statement of the Director's duties in performance of s172(1) Companies Act 2019
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The board of directors of UFP (UK) Limited consider that both individually and together for the year ended 31 December 2019 they have acted in the way they consider, in good faith, would be the most likely to promote the success of the company for the benefit of its members as a whole and having regard to the matters set out in s17 (1)(a-f) as below:
a) The likely consequences of any decision in the long term;
b) The interests of the company’s employees;
c) The need to foster the company’s business relationships with suppliers, customers and others;
d) The impact of the company’s operations on the community and the environment;
e) The desirability of the company maintaining a reputation for high standards of business conduct; and
f) The need to act fairly between members of the company.
The directors make decisions by taking their legal duty into account and also the priorities and requirements of the stakeholders.
‘a) The likely consequences of any decision in the long term
The directors have regard to the likely consequences of their decisions on the long term objectives and sustainability of the company, its stakeholders and the community whilst also preserving its values and culture. With this in mind, when a dividend is proposed it is important to confirm the availability of distributable reserves whilst also considering cash requirements for future investment and without prejudicing the position of other creditors. We are a business built on our standards and reputation and would not take a decision which would have a detrimental impact on this whether in the short term or the long term. We are dedicated to ensuring we maintain our culture whilst achieving our purpose.
‘b) The interests of the company’s employees
Our employees are key so it is very important that they have the right attitude and the drive to create ideas and set high standards. All employees are encouraged to be honest and regular discussions are held with employees. The directors make an effort to talk to the employees which gives them the opportunity to hear their ideas and see firsthand where any improvements can be made.
‘c) The need to foster the company’s business relationships with suppliers, customers and others.
We carry out our business with similar-minded people and build on this to forge strong and lasting partnerships which is important for our long-term success.
‘d) The impact of the company’s operations on the community and the environment.
We are proud to be part of the local and wider communities. It is our aim to create opportunities to recruit and develop local people and to understand the local issues that are important to the community and what we can do to support it.
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UFP (UK) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019
‘e) The desirability of the company maintaining a reputation for high standards of business conduct.
All employees have easy access to our Operating Procedures and Codes of Conduct and understand the requirement for them to comply with the Company’s high standards of business conduct at all times. Any issues of non-compliance with any of our policies can be dealt with in confidence.
‘f) The need to act fairly between members of the company.
The company aims to act with integrity and courtesy in all of its business relationships and will consider all members and stakeholders when making decisions for the overall good of the company.
Matters covered in the strategic report
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Certain information is not shown in the Director’s Report because it is shown in the Strategic Report instead under s414C(11). The Strategic Report includes a business review, principal risks and uncertainties and both financial and non-financial key performance indicators.
Disclosure of information to auditor
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Each of the persons who are
directors at the time when this Directors' Report is approved has confirmed that:
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so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware, and
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the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
Post balance sheet events
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Since the Statement of Financial Position date there has been a global pandemic from the outbreak of COVID-19. The potential impact of COVID-19 became significant in March 2020 and is causing widespread disruption to normal patterns of business activity across the world, including the UK.
The auditor, Mazars LLP, will be proposed for reappointment in accordance with
section 485 of the Companies Act 2006.
This report was approved by the board on
15 December 2020
and signed on its behalf.
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UFP (UK) LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF UFP (UK) LIMITED
Opinion
We have audited the financial statements of UFP (UK) Limited (the ‘Company’) for the year ended 31 December 2019 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Cash Flows, the 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 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:
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give a true and fair view of the state of the Company’s affairs as at 31 December 2019 and of its
profit for the year then ended;
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have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
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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 Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Emphasis of matter - Impact of the outbreak of COVID-19 on the financial statements
In forming our opinion on the company financial statements, which is not modified, we draw your attention to the directors’ view on the impact of the COVID-19 as disclosed on page 3, and the consideration in the going concern basis of preparation on page 14 and non- adjusting post balance sheet events on page 33.
Since the balance sheet date there has been a global pandemic from the outbreak of COVID-19. The impact of COVID-19 became significant in March 2020 and has caused widespread disruption to normal patterns of business activity across the world, including the UK.
The impact of COVID-19 continues to evolve and, based on the information available at this point in time, the directors have assessed the impact of COVID-19 on the business and have concluded that COVID-19 is a non-adjusting post balance sheet event and that adopting the going concern basis for preparation of the financial statements is appropriate.
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UFP (UK) LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF UFP (UK) LIMITED
Conclusions relating to going concern
We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where:
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the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or
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the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the Company’s ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.
Other information
The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
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the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
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the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In 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:
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adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
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the financial statements are not in agreement with the accounting records and returns; or
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certain disclosures of directors' remuneration specified by law are not made; or
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we have not received all the information and explanations we require for our audit.
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UFP (UK) LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF UFP (UK) LIMITED
Responsibilities of Directors
As explained more fully in the directors' responsibilities statement set out on page 4, 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 intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Use of the audit 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.
Neil Barton
(Senior statutory auditor)
for and on behalf of
Mazars LLP
Chartered Accountants and Statutory Auditor
One St. Peter's Square
Manchester
M2 3DE
15 December 2020
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UFP (UK) LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2019
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Interest receivable and similar income
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Interest payable and expenses
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Profit for the financial year
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There were no recognised gains and losses for 2019 or 2018 other than those included in the statement of comprehensive income.
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There was no other comprehensive income for 2019 (2018: £
NIL).
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The notes on pages 14 to 33 form part of these financial statements.
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UFP (UK) LIMITED
REGISTERED NUMBER:
02886891
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2019
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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The financial statements were approved and authorised for issue by the board and were signed on its behalf on
15 December 2020
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The notes on pages 14 to 33 form part of these financial statements.
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UFP (UK) LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED
31 DECEMBER 2019
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Comprehensive income for the year
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Total comprehensive income for the year
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STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED
31 DECEMBER 2018
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Comprehensive income for the year
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Total comprehensive income for the year
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Dividends: Equity capital
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Total transactions with owners
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The notes on pages 14 to 33 form part of these financial statements.
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UFP (UK) LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2019
Cash flows from operating activities
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Profit for the financial year
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Amortisation of intangible assets
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Depreciation of tangible assets
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Net fair value losses recognised in P&L
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Net cash generated from operating activities
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Cash flows from investing activities
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Purchase of intangible fixed assets
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Purchase of tangible fixed assets
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Net cash from investing activities
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Cash flows from financing activities
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Movements on invoice discounting
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Net cash used in financing activities
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Net (decrease)/increase in cash and cash equivalents
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Cash and cash equivalents at beginning of year
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Cash and cash equivalents at the end of year
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Cash and cash equivalents at the end of year comprise:
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The notes on pages 14 to 33 form part of these financial statements.
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UFP (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
1.
Accounting policies
UFP (UK) Limited (“the Company”) is a limited company incorporated in the United Kingdom. The address of its registered office and principal place of business is Enterprise House, Roydsdale Way, Euroway Trading Estate, Bradford, BD4 6SE.
The Company is 90% owned by UFP International SA, a Company incorporated in France. UFP International SA prepares financial statements which consolidate the results of the Company and its subsidiaries. Copies of the Group’s financial statements may be obtained from UFP International SA, at their registered office and principal place of business which is 1-3 Rue de la Cokerie, ZAC du Cornillon, BP72, 93213 St Denis La Plaine Cedex, France.
The primary economic environment in which the Company operates is governed by Pounds Sterling, and as such, the Company’s financial statements have been prepared and presented in this currency.
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in
the UK and the Republic of Ireland and the Companies Act 2006
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The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 2).
The following principal accounting policies have been applied:
The company's business activities, together with the factors likely to affect its future development, performance, and position, are set out in the Strategic report. The Directors are confident that the company's relations with its customers and suppliers leave the company well placed to manage its business risks successfully despite the current economic climate. The company is able to meet its day to day working capital requirements. The company's forecasts and projections, taking account of reasonably possible changes in trading performance, show that it will be able to operate within the level of its current facilities for the foreseeable future.
The Directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the annual financial statements.
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UFP (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
1.
Accounting policies (continued)
Revenue is recognised 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 recognised:
Sale of goods
Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
∙
the Company has transferred the significant risks and rewards of ownership to the buyer;
∙
the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
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the amount of revenue can be measured reliably;
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it is probable that the Company will receive the consideration due under the transaction; and
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the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
Amortisation is provided on the following bases:
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UFP (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
1.
Accounting policies (continued)
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Land is not depreciated. Depreciation on other assets is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the methods below.
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Statement of Comprehensive Income.
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Operating leases: the Company as lessee
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Rentals paid under operating leases are charged to the Statement of Comprehensive Income on a straight line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
Investments in subsidiaries are measured at cost less accumulated impairment.
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis.
At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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UFP (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
1.
Accounting policies (continued)
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.
In the Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Company's cash management.
The Company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of Comprehensive Income.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the reporting date.
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 to their fair value at each period end. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or income as appropriate. The company does not currently apply hedge accounting for interest rate and foreign exchange derivatives.
Short term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
- 17 -
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UFP (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
1.
Accounting policies (continued)
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Foreign currency translation
|
Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of Comprehensive Income
except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in the Statement of Comprehensive Income within 'other operating income'.
Finance costs are charged to the Statement of Comprehensive Income over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in the Statement of Comprehensive Income when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.
- 18 -
|
UFP (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
1.
Accounting policies (continued)
Interest income is recognised in the Statement of Comprehensive Income using the effective interest method.
All borrowing costs are recognised in the Statement of Comprehensive Income in the year in which they are incurred.
Tax is recognised in the Statement of Comprehensive Income, except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight line basis over their useful economic lives.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
- 19 -
|
UFP (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
|
Judgements in applying accounting policies and key sources of estimation uncertainty
|
In applying the Company’s accounting policies, the directors are required to make judgements, estimates and assumptions in determining the carrying amounts of assets and liabilities. The directors’ judgements, estimates and assumptions are based on the best and most reliable evidence available at the time when the decisions are made, and are based on historical experience and other factors that are considered to be applicable. Due to the inherent subjectivity involved in making such judgements, estimates and assumptions, the actual results and outcomes may differ.
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, if the revision affects only that period, or in the period of the revision and future periods, if the revision affects both current and future periods.
Critical judgements in applying the accounting policies
The critical judgements that the directors have made in the process of applying the Company’s accounting policies and that have the most significant effect on the amounts recognised in the financial statements are discussed below:
(i) Assessing indicators of impairment
In assessing whether there have been any indicators of impairment associated with tangible and intangible assets and investments in subsidiary undertakings, the directors have considered both external and internal sources of information such as market values, changes in technological, economic and legal environments, evidence of obsolescence or physical damage of assets and declines in economic performance.
Key sources of estimation uncertainty
The key assumptions concerning the future, and other key sources of estimation uncertainty, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below:
(i) Bad debt provisions
Provision is made, net of VAT, for any overdue invoices where the directors consider there to be a significant risk of loss. The Directors make this judgement based on historic experience of customers, current communication with customers and financial information in the public domain.
(ii) Slow moving and obsolete stock provisions
Provision is made for stock which is slow moving or not usable. The directors make this judgement based on the review of stock ageing, knowledge of the products and historic experience.
- 20 -
|
UFP (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
The whole of the turnover is attributable to the principal activity of the company.
Analysis of turnover by country of destination:
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The operating profit is stated after charging:
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Depreciation of tangible fixed assets
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Amortisation of intangible assets
|
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Other operating lease rentals
|
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Defined contribution pension cost
|
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Fees payable to the Company's auditor for the audit of the Company's annual accounts
|
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|
Fees payable to the Company's auditor in respect of:
|
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|
Audit of the other group companies
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- 21 -
|
UFP (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
|
|
|
Staff costs, including directors' remuneration, were as follows:
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Cost of defined contribution scheme
|
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The average monthly number of employees, including the directors, during the year was as follows:
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Management and administration
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Company contributions to defined contribution pension schemes
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During the year retirement benefits were accruing to
1
director
(2018 -
1
)
in respect of defined contribution pension schemes.
|
|
The highest paid director received remuneration of £
292,683
(2018 - £
189,471
)
.
|
|
The value of the company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £
7,200
(2018 - £
7,200
)
.
|
|
Key management personnel of the company are considered to be the directors. Total compensation paid to key management personnel is shown above.
|
- 22 -
|
UFP (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
|
Interest receivable from group companies
|
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|
Other interest receivable
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|
Interest payable and similar expenses
|
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Current tax on profits for the year
|
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|
Adjustments in respect of previous periods
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- 23 -
|
UFP (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
10.
Taxation (continued)
|
Factors affecting tax charge for the year
|
|
The tax assessed for the year is higher than
(2018 - higher than)
the standard rate of corporation tax in the UK of
19
%
(2018 -
19
%)
. The differences are explained below:
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Profit on ordinary activities before tax
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Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2018 - 19%)
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Expenses not deductible for tax purposes
|
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|
Adjustments to corporation tax charge in respect of prior periods
|
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|
Other differences leading to an increase (decrease) in the tax charge
|
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|
|
Total tax charge for the year
|
|
|
|
Factors that may affect future tax charges
|
The UK corporation tax rate was 19% throughout the year.
The UK Corporation tax rate for 2020 (effective 1 April 2020) was maintained at 19% rather than reducing it to 17% and the rate for 2021 (effective 1 April 2021) was also set at 19% as substantively enacted on 11 March 2020.
|
Dividends paid on equity shares
|
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- 24 -
|
UFP (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
|
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|
Charge for the year on owned assets
|
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- 25 -
|
UFP (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
|
|
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|
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|
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|
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|
Charge for the year on owned assets
|
|
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- 26 -
|
UFP (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
|
|
Investments in subsidiary companies
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|
The following were subsidiary undertakings of the Company:
|
|
|
|
|
|
OfficeXpress International Limited
|
|
|
|
|
|
|
|
These companies have not been consolidated with UFP (UK) Limited due to their immaterial size and due to them being dormant.
|
|
An impairment loss of £120,628 (2018 - £44,742) was recognised in cost of sales against stock during the year due to slow-moving and obsolete stock.
The total value of stocks pledged as security for liabilities is £15,978,212 (2018 - £16,050,696).
|
- 27 -
|
UFP (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
|
|
|
|
|
|
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|
|
Amounts owed by group undertakings
|
|
|
|
|
|
|
|
Prepayments and accrued income
|
|
|
|
|
|
|
|
|
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|
|
Cash and cash equivalents
|
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|
|
|
|
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|
- 28 -
|
UFP (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
|
Creditors: Amounts falling due within one year
|
|
|
|
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|
Amounts owed to group undertakings
|
|
|
|
|
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|
Taxation and social security
|
|
|
|
|
|
|
|
Accruals and deferred income
|
|
|
|
|
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|
|
The total amount of creditors due within one year for which the Company has given security is £1,950,080 (2018: £461,801).
The bank holds the following securities:
A First Legal Mortgage Debenture dated 7 November 2002 over the freehold property of the company.
An Unscheduled Mortgage Debenture dated 18 November 1998 incorporating a fixed and floating charge over all current and future assets of the company.
A Mortgage Debenture dated 28 June 2004 incorporating a fixed and floating charge over all current and future assets of the company.
The company's debt factoring partner holds the following security:
A fixed charge dated 30 November 2018 incorporating a negative pledge securing certain cash deposits.
|
- 29 -
|
UFP (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
|
|
|
|
|
|
|
|
|
Financial assets measured at amortised cost
|
|
|
|
|
|
|
|
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|
|
|
Derivative financial instruments measured at fair value through profit or loss
|
|
|
|
Financial liabilities measured at amortised cost
|
|
|
|
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|
Financial assets measured at amortised cost comprise trade and other debtors and amounts owed by group undertakings.
|
|
Derivative financial instruments comprise of the fair value of forward currency contracts entered into at the balance sheet date.
|
|
Financial liabilities measured at amortised cost comprise of bank overdrafts, trade and other creditors, amounts owed to group undertakings and accruals.
|
- 30 -
|
UFP (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
|
|
Allotted, called up and fully paid
|
|
|
|
|
|
|
|
|
|
527,778
(2018 -
527,778
)
Ordinary
shares of £
1.00
each
|
|
|
|
Ordinary shares carry one vote each and have full capital rights.
|
Profit & loss account
The profit & loss account reserve represents cumulative profits and losses, less dividends paid.
The bank holds a set-off arrangement in the form of a Composite Guarantee dated 3 August 2002 between the company and a fellow group company, OfficeXpress Europe Limited.
At the year end the exposure relating to the guarantee was £35,452 (2018: £25,654).
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £65,166 (2018: £58,080). Contributions totalling £4,100 (2018: £10,766) were payable to the fund at the reporting date and are included within other creditors.
|
Commitments under operating leases
|
|
At 31 December 2019 the Company had future minimum lease payments under non-cancellable operating leases as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Later than 1 year and not later than 5 years
|
|
|
|
|
|
|
|
Lease payments recognised as an expense during the year were £41,584 (2018: £66,700).
|
- 31 -
|
UFP (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
26.
Other financial commitments
As at the year end the company had committed to foreign exchange contracts amounting to £1,481,824 (2018: £1,838,321) to purchase Euros. The fair value movement in respect of these contracts is shown within debtors and creditors.
|
Related party transactions
|
|
During the year the company entered into transactions under normal commercial terms with Easy Supplies Limited, a company owned by the brother of S Arshad. The transactions comprised sales totalling £5,178 (2018: £10,460).
During the year the company entered into transactions under normal commercial terms with HSA Consultants Limited, a company owned by the brother of S Arshad. The transactions comprised services rendered totalling £32,000 (2018: £29,870).
During the year costs of £205,155 (2018: £214,742) were recharged by CSKZ Investissements an entity within the UFP International SA group.
During the year the company made sales of £6,297,471 (2018: £9,766,732) and purchases of £20,004 (2018: £58,607) with OfficeXpress Europe Limited, an entity within the UFP International SA group.
During the year the company made purchases of £64,723 (2018: £187,054) from UFP Deutschland GmbH an entity within the UFP International SA group.
During the year the company made sales of £58,641 (2018: £58,851) to UFP Espana SA an entity within the UFP International SA group.
During the year the company made sales of £647,806 (2018: £416,111) and purchases of £47,252,521 (2018: £69,765,876) from UFP International SA.
Item International GmbH was acquired by UFP international SA in July 2018. UFP (UK) Limited made sales totalling £NIL (2018: £3,756) and purchases totalling £6,658,393 (2018: £1,748,864) with Item International GmbH since its acquisition by the group.
Balances due from/(owed to) related parties at the year end are shown below;
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OfficeXpress Europe Limited
|
|
|
|
|
|
|
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|
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|
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- 32 -
|
UFP (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
|
Post balance sheet events
|
Post year end the developments and circumstances around COVID-19 have been identified as a significant but non-adjusting event that would affect the entity. Due to the uncertainties surrounding the potential impacts to the entity, no estimate can be made at this time as to the financial impact thereof, however the impact on this entities ability to continue as a going concern has been concluded within the going concern assessment in note 1.3.
The directors do not believe there to be an ultimate controlling party.
The parent and ultimate parent undertaking of the company is UFP International SA, incorporated in France.
The smallest and largest group of undertakings for which group accounts have been drawn up is that headed by UFP International SA, incorporated in France. Copies of the group accounts can be obtained from 1-3 Rue de la Cokerie, ZAC du Cornillon, BP72, 93213 St Denis La Plaine Cedex, France.
- 33 -
|