FSB Technology (UK) Limited
Financial Statements
For Filing with Registrar
For the year ended 31 December 2020
Company Registration No. 06401555 (England and Wales)
FSB Technology (UK) Limited
Company Information
Directors
D McDowell
M R Blandford
S B Lawrence
M A Wagman
M K Kansal
Secretary
D McDowell
Company number
06401555
Registered office
2nd Floor
167-169 Great Portland Street
London
W1W 5PF
Auditor
Moore Kingston Smith LLP
Devonshire House
60 Goswell Road
London
EC1M 7AD
FSB Technology (UK) Limited
Contents
Page
Balance sheet
1
Statement of changes in equity
2
Notes to the financial statements
3 - 10
FSB Technology (UK) Limited
Balance Sheet
As at 31 December 2020
Page 1
2020
2019
Notes
£
£
£
£
Fixed assets
Tangible assets
3
111,409
139,247
Investments
4
7,751
119,160
139,247
Current assets
Debtors
6
2,886,264
3,425,068
Cash at bank and in hand
163,418
1,437,074
3,049,682
4,862,142
Creditors: amounts falling due within one year
7
(3,849,640)
(2,600,178)
Net current (liabilities)/assets
(799,958)
2,261,964
Total assets less current liabilities
(680,798)
2,401,211
Provisions for liabilities
8
(542,871)
(669,421)
Net (liabilities)/assets
(1,223,669)
1,731,790
Capital and reserves
Called up share capital
9
104,758
74,490
Share premium account
17,655,167
14,658,600
Profit and loss reserves
(18,983,594)
(13,001,300)
Total equity
(1,223,669)
1,731,790
The directors of the company have elected not to include a copy of the profit and loss account 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 30 April 2021 and are signed on its behalf by:
D McDowell
Director
Company Registration No. 06401555
FSB Technology (UK) Limited
Statement of Changes in Equity
For the year ended 31 December 2020
Page 2
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 January 2019
461,720
4,145,315
(8,200,983)
(3,593,948)
Year ended 31 December 2019:
Loss and total comprehensive income for the year
-
-
(4,800,317)
(4,800,317)
Issue of share capital
9
68,194
7,453,258
-
7,521,452
Conversion of loan to shares
9
(455,424)
3,060,027
-
2,604,603
Balance at 31 December 2019
74,490
14,658,600
(13,001,300)
1,731,790
Year ended 31 December 2020:
Loss and total comprehensive income for the year
-
-
(5,982,294)
(5,982,294)
Issue of share capital
9
30,268
2,996,567
-
3,026,835
Balance at 31 December 2020
104,758
17,655,167
(18,983,594)
(1,223,669)
FSB Technology (UK) Limited
Notes to the Financial Statements
For the year ended 31 December 2020
Page 3
1
Accounting policies
Company information
FSB Technology (UK) Limited is a
private
company
limited by shares
incorporated in England and Wales.
The registered office is
2nd Floor, 167-169 Great Portland Street, London, W1W 5PF.
1.1
Accounting convention
These financial statements have been prepared in accordance with section 1A of 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 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 pound.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
1.2
Going concern
At the balance sheet date the company had net liabilities of £1,223,669 (2019: net assets of £1,731,790) and made a loss in the year of £5,982,294 (2019: £4,800,317). As a result of the impact of coronavirus and the measures taken, the company made losses above its initial forecast due to the reduction in sporting events worldwide. The company has cash reserves in excess of £0.9m at the date of approval of the financial statements which will enable it to continue to meet its liabilities as they fall due for at least the next three months however after that, if the situation does not improve, the company will need to obtain additional finance. The company's controlling party, Clairvest Group Inc., has provided funding after the balance sheet date to support the company and has also provided written confirmation that it will continue to support the company for a period of at least twelve months from the date of approval of these financial statements.
true
The directors have therefore, at the time of approving the financial statements, a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future and at least one year from the date of approval of the financial statements. Thus they continue to adopt the going concern basis of accounting in preparing the financial statements.
1.3
Turnover
The company reports the gains and losses on all betting and gaming activities as turnover, which is measured at the fair value of consideration received or receivable from customers less free bets, promotions, bonuses, and other fair value of adjustments.
Turnover is also recognised at the fair value of consideration received or receivable for services provided in the normal course of business, and is shown
net of VAT and other sales related taxes
.
1.4
Tangible fixed assets
Tangible fixed assets
are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Leasehold land and buildings
Straight line over the lease term
Office equipment
3 year straight line
Fixtures and fittings
3 year straight line
FSB Technology (UK) Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2020
1
Accounting policies
(Continued)
Page 4
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
.
1.5
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
The investments are assessed for impairment at each reporting date
and
any
impairment
losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company
. Control is
the power to govern the financial and operating policies of
the
entity so as to obtain benefits from its activities.
1.6
Impairment of fixed assets
At each reporting
period
end date, the
company
reviews the carrying amounts of its tangible
assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company
estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit)
in
prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.7
Cash at bank and in hand
Cash at bank and in hand
are basic financial assets
and
include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
FSB Technology (UK) Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2020
1
Accounting policies
(Continued)
Page 5
1.8
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset
, with
the net amounts presented in the financial statements
,
when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
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, bank loans, loans from
fellow group companies and preference shares that are classified as debt, are
initially recognised at transaction price unless the arrangement constitutes a
financing transaction, where the debt instrument is measured at the present value of
the future
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.
1.9
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.10
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
FSB Technology (UK) Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2020
1
Accounting policies
(Continued)
Page 6
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The
company’s
liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Research and Development Expenditure Credit (RDEC) claims made by the company are accounted for in the year to which the related costs are incurred. The credit is shown above the line as other operating income with the related tax recognised in the tax charge for the year.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the
company
has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.11
Provisions
Provisions are recognised when the
company
has a legal or constructive present obligation as a result of a past event, it is probable that the
company
will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation.
Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision i
s
measured at present value
,
the unwinding of the discount is recognised as a finance cost in profit or loss in the period
in which
it arises.
1.12
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.13
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
FSB Technology (UK) Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2020
1
Accounting policies
(Continued)
Page 7
1.14
Leases
Rentals payable under operating leases,
including
any lease incentives received, are charged to income on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease asset are consumed.
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 are included in the profit and loss account for the period.
1.16
Sports betting open positions
The company
provides a turnkey service to
client
companies in the gaming industry including the option to operate under
the company
's gaming license. At the year end, there were open positions under
the company'
s license on behalf of client
companies. Accounting standards require open positions on sports bets to be accounted for at fair value
and it is the responsibility of the client companies to so account. Funds representing open bets are
not included on the company's balance sheet.
1.17
Client funds held and the corresponding liability are not recognised on the balance sheet of the company as the company obtains no economic benefit from holding these funds.
2
Employees
The average monthly number of persons (including directors) employed by the company during the year was 125
(2019 - 107).
3
Tangible fixed assets
Land and buildings
Office equipment
Plant and machinery
Total
£
£
£
£
Cost
At 1 January 2020
57,657
288,238
58,712
404,607
Additions
44,669
-
44,669
At 31 December 2020
57,657
332,907
58,712
449,276
Depreciation and impairment
At 1 January 2020
57,525
149,123
58,712
265,360
Depreciation charged in the year
34
72,473
-
72,507
At 31 December 2020
57,559
221,596
58,712
337,867
Carrying amount
At 31 December 2020
98
111,311
-
111,409
At 31 December 2019
132
139,115
-
139,247
FSB Technology (UK) Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2020
Page 8
4
Fixed asset investments
2020
2019
£
£
Investments
7,751
-
Movements in fixed asset investments
Shares in group undertakings
£
Cost or valuation
At 1 January 2020
-
Additions
7,751
At 31 December 2020
7,751
Carrying amount
At 31 December 2020
7,751
At 31 December 2019
-
5
Subsidiaries
Details of the company's subsidiaries at 31 December 2020 are as follows:
Name of undertaking
Registered
Nature of business
Class of
% Held
office
shares held
Direct
Indirect
FSB Technology (USA) Inc
United States
Gaming software provider
Ordinary
100.00
0
The registered office of FSB Technology (USA) Inc. is 9E Loockerman Street, Suite 311, Dover, Delaware, 19901, United States.
6
Debtors
2020
2019
Amounts falling due within one year:
£
£
Trade debtors
2,245,940
1,585,794
Corporation tax recoverable
81,624
93,899
Amounts due from group undertakings
171,360
1,323,098
Other debtors
387,340
422,277
2,886,264
3,425,068
FSB Technology (UK) Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2020
Page 9
7
Creditors: amounts falling due within one year
2020
2019
£
£
Trade creditors
875,519
804,964
Amounts due to group undertakings
4,340
Other taxation and social security
1,388,973
719,298
Other creditors
1,580,808
1,075,916
3,849,640
2,600,178
8
Provisions for liabilities
2020
2019
£
£
Provisions for liabilities
523,450
650,000
Deferred tax liabilities
19,421
19,421
542,871
669,421
Provisions for liabilities relate to a settlement agreed with the UK Gambling Commission for £600,000 in response to a claim which was made in 2019. Associated legal costs were estimated at £50,000. Payments of £126,550 were made during the year with the balance expected to be paid within 12 months of the year end.
9
Called up share capital
2020
2019
£
£
Ordinary share capital
Issued and fully paid
10,475,812 Ordinary shares of 1p each
104,758
74,490
104,758
74,490
On 20 February 2020,1,500,000 ordinary shares were issued for £1,500,000 and subsequently on 31 July 2020,1,526,835 ordinary shares were issued for £1,526,835.
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.
The senior statutory auditor was Jamie Sherman.
The auditor was Moore Kingston Smith LLP.
FSB Technology (UK) Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2020
Page 10
11
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:
2020
2019
£
£
54,950
12
Related party transactions
Included in other creditors at the year end is £nil (2019: £nil) owed to a company which was controlled by a director. The loan accrued interest at 8% per annum and £nil (2019: £62,807) was charged in the year.
13
Parent company
The immediate parent company is FSB Holdings (UK) Limited, a company registered in England and Wales.
The ultimate parent company is Clairvest Equity Partners V Limited Partnership, a partnership registered in Canada. There is no single controlling party.
2020-12-31
2020-01-01
false
04 May 2021
CCH Software
CCH Accounts Production 2021.100
No description of principal activity
This audit opinion is unqualified
M R Blandford
M R Blandford
S B Lawrence
S B Lawrence
M A Wagman
D McDowell
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