Company registration number 01864009 (England and Wales)
MARKET LOCATION LTD
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
PAGES FOR FILING WITH REGISTRAR
MARKET LOCATION LTD
CONTENTS
Page
Statement of financial position
1
Notes to the financial statements
2 - 9
MARKET LOCATION LTD
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2021
31 December 2021
- 1 -
2021
2020
Notes
£
£
£
£
Fixed assets
Intangible assets
3
1,875,464
2,193,323
Tangible assets
4
4,508
5,885
Investments
5
96,752
159,591
1,976,724
2,358,799
Current assets
Debtors
6
8,837,291
6,389,307
Cash at bank and in hand
1,706,751
1,385,425
10,544,042
7,774,732
Creditors: amounts falling due within one year
7
(2,464,014)
(2,670,173)
Net current assets
8,080,028
5,104,559
Total assets less current liabilities
10,056,752
7,463,358
Creditors: amounts falling due after more than one year
8
(42,917)
Provisions for liabilities
16,215
Net assets
10,056,752
7,436,656
Capital and reserves
Called up share capital
9
1,000
1,000
Other reserves
325,209
325,209
Profit and loss reserves
9,730,543
7,110,447
Total equity
10,056,752
7,436,656
The directors of the company have elected not to include a copy of the income statement within the financial statements.
true
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 29 September 2022 and are signed on its behalf by:
P J Spinks
Director
Company Registration No. 01864009
MARKET LOCATION LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
- 2 -
1
Accounting policies
Company information
Market Location Ltd is a
private
company
limited by shares
incorporated in
England and Wales
.
The registered office is
62 Anchorage Road, Sutton Coldfield, West Midlands, B74 2PG.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in
sterling
, which is the functional currency of the company.
Monetary a
mounts
in these financial statements are
rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The company has taken advantage of the exemption under section
399
of the
Companies Act 2006 not to prepare consolidated accounts
, on the basis that the group of which this is the parent qualifies as a small group
. The
financial statements
present information about the company as an individual entity and not about its group
.
1.2
Going concern
A
t the time of approving the financial statements
,
t
he directors have a reasonable expectation that the
company
has adequate resources to continue in operational existence for the foreseeable future. Thus
t
he directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.3
Turnover
Turnover 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. Turnover 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 turnover is recognised.
Rendering of services
Turnover from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
-
the amount of turnover can be measured reliably;
-
it is probable that the Company will receive the consideration due under the contract;
-
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
-
the costs incurred and the costs to complete the contract can be measured reliably.
MARKET LOCATION LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
1
Accounting policies
(Continued)
- 3 -
1.4
Intangible fixed assets - goodwill
Goodwill represents the excess of the cost of acquisition of unincorporated businesses over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated
amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.
For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.
1.5
Tangible fixed assets
Tangible fixed assets
are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Leasehold land and buildings
10% - 33% straight line basis
Fixtures and fittings
20% - 33% straight line basis
Computers
33% straight line basis
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and
is credited or charged to profit or loss
.
The assets’ residual values and useful lives are reviewed, and adjusted, if appropriate, at the end of each reporting period. The effect of any change is accounted for prospectively.
1.6
Fixed asset investments
Investments in subsidiaries are measured at cost less accumulated impairment.
A subsidiary is an entity controlled by the company
. Control is
the power to govern the financial and operating policies of
the
entity so as to obtain benefits from its activities.
1.7
Impairment of fixed assets
At each reporting
period
end date, the
company
reviews the carrying amounts of its tangible
and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the
company
estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in
profit
or
loss.
MARKET LOCATION LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
1
Accounting policies
(Continued)
- 4 -
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit)
in
prior years. A reversal of an impairment loss is recognised immediately in
profit
or
loss.
1.8
Cash and cash equivalents
Cash and cash equivalents
are basic financial assets
and
include cash in hand
and
deposits held at call with banks
.
1.9
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset
, with
the net amounts presented in the financial statements
,
when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include
debtors
and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest
method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Financial assets classified as receivable within one year are not amortised.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including
creditors and
loans from
fellow group companies, are
initially recognised at transaction price unless the arrangement constitutes a
financing transaction, where the debt instrument is measured at the present value of
the future
paymen
ts discounted at a market rate of interest.
Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective
interest rate method.
Trade creditors
are obligations to pay for goods or services that have been acquired
in the ordinary course of business from suppliers. A
m
ounts payable are classified as
current liabilities if payment is due within one year or less. If not, they are presented
as non-current liabilities.
Trade creditors
are recognised initially at transaction price
and subsequently measured at amortised cost using the effective interest method.
1.10
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.11
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
MARKET LOCATION LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
1
Accounting policies
(Continued)
- 5 -
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the
income statement
because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The
company’s
liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the
income statement
, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the
company
has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.12
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or
fixed assets
.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.13
Retirement benefits
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 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 balance sheet. The assets of the plan are held separately from the company in independently administered funds.
1.14
Government grants
Government grants are recognised at the fair value of the asset receive
d
or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.
A grant that specifies performance conditions is recognised in income when the performance conditions are met
. Where a
grant does not specify performance conditions
it
is recognised in income when the proceeds are received or receivable
. A grant received before the recognition criteria are satisfied is recognised as a liability.
MARKET LOCATION LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
1
Accounting policies
(Continued)
- 6 -
1.15
Foreign exchange
Transactions in currencies other than
pounds sterling
are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation
in the period
are included in profit or loss.
1.16
Exceptional items are transactions that fall within the ordinary activities of the company but are presented separately due to their size or incidence.
2
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2021
2020
Number
Number
Total
21
23
3
Intangible fixed assets
Goodwill
£
Cost
At 1 January 2021 and 31 December 2021
3,178,593
Amortisation and impairment
At 1 January 2021
985,270
Amortisation charged for the year
317,859
At 31 December 2021
1,303,129
Carrying amount
At 31 December 2021
1,875,464
At 31 December 2020
2,193,323
MARKET LOCATION LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
- 7 -
4
Tangible fixed assets
Land and buildings
Plant and machinery etc
Total
£
£
£
Cost
At 1 January 2021
8,748
272,078
280,826
Additions
1,784
1,784
Disposals
(8,748)
1,129
(7,619)
Transfers
2,939
2,939
At 31 December 2021
277,930
277,930
Depreciation and impairment
At 1 January 2021
8,748
266,193
274,941
Depreciation charged in the year
6,100
6,100
Eliminated in respect of disposals
(8,748)
1,129
(7,619)
At 31 December 2021
273,422
273,422
Carrying amount
At 31 December 2021
4,508
4,508
At 31 December 2020
5,885
5,885
5
Fixed asset investments
2021
2020
£
£
Shares in group undertakings and participating interests
96,752
159,591
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 January 2021 & 31 December 2021
159,591
Impairment
At 1 January 2021
-
Impairment losses
62,839
At 31 December 2021
62,839
Carrying amount
At 31 December 2021
96,752
At 31 December 2020
159,591
MARKET LOCATION LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
- 8 -
6
Debtors
2021
2020
Amounts falling due within one year:
£
£
Trade debtors
693,537
690,654
Amounts owed by group undertakings
8,114,807
5,672,549
Other debtors
11,623
26,104
8,819,967
6,389,307
Deferred tax asset
17,324
8,837,291
6,389,307
7
Creditors: amounts falling due within one year
2021
2020
£
£
Trade creditors
48,119
41,004
Amounts owed to group undertakings
685,592
391,752
Corporation tax
11,997
138,422
Other taxation and social security
314,936
493,441
Other creditors
1,403,370
1,605,554
2,464,014
2,670,173
Total consideration of £150,000 was recorded for the acquisition of Cardwell Marketing Limited based on three guaranteed payments of £50,000 to be made in October 2020, 2021 and 2022. At 31 December 2021, £50,000 (2020: £100,000) remained outstanding and this amount has been discounted at a rate of 9.96%.
These amounts are included within other creditors falling due within one year and after more than one year.
Recorded in the statement of comprehensive income is an amount of £7,498 (2020: £52,000) relating to the unwinding of the deferred consideration.
8
Creditors: amounts falling due after more than one year
2021
2020
£
£
Other creditors
42,917
Please refer to note 8 for further details.
9
Called up share capital
2021
2020
2021
2020
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 50p each
2,000
2,000
1,000
1,000
MARKET LOCATION LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
- 9 -
10
Audit report information
As the income statement has been omitted from the filing copy of the financial statements
,
the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006
:
The auditor's report was unqualified.
Senior Statutory Auditor:
Sarah Wilson FCA
Statutory Auditor:
Arram Berlyn Gardner LLP
11
Events after the reporting date
On 23 September 2022, the UK government announced its intention to revoke the proposed increase in the main of corporation tax from 19% to 25% on 1 April 2023.
12
Related party transactions
Transactions with related parties
The company has taken the exemption in FRS 102 section 33 not to disclose transactions with other wholly owned group companies.
13
Parent company
118 Group Holdings Limited, a company incorporated in England and Wales is the parent undertaking of the smallest group to consolidate these financial statements at 31 December 2021. The consolidated financial statements are publicly available from Companies House or can be obtained from 62 Anchorage Road Sutton Coldfield, West Midlands, B74 2PG.
Prior to 118 Group Holdings Limited's purchase of own shares in the year ending 31 December 2021, there was no ultimate controlling party. After 118 Group Holdings Limited's purchase of own shares, PCP V Cayman AIV, L.P. had a temporary controlling interest pending amendment to its voting rights. There is no party who holds more than 25.4% in PCP V Cayman AIV, L.P.
14
Contingent Liabilities
The Company entered into debentures in March 2017 over all its assets in favour of the holders of the senior loan notes and senior subordinated loan notes issued by 118 Group Investments Limited to secure the Company’s guarantees in respect of those loan notes which had aggregate amounts outstanding at 31 December 20
21
of £
26,736,748
(20
20
:
27,317,463
).