Registered number:
Formerly Semafone Limited
FOR THE YEAR ENDED 31 DECEMBER 2021
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SYCURIO LIMITED
Formerly Semafone Limited
COMPANY INFORMATION
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SYCURIO LIMITED
Formerly Semafone Limited
CONTENTS
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SYCURIO LIMITED
Formerly Semafone Limited
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
In April 2022, Semafone rebranded as Sycurio™ marking a major milestone for the company, the new name, logo and product tiering structure reflects its growing stature as a visionary global provider of pioneering cloud-based solutions that simplify how organisations manage data protection, regulatory compliance and payment security in today’s increasingly hyper-connected world.
This report provides a review of the company’s 2021 activities and performance.
The principal activity of the group continues to be the development and distribution of software that enables contact centre agents to either take payments over the phone and secure their customers' personal data or for those same agents to use digital based media to take payments securely.
The business exited 2021 at £16.4m of Annual Recurring Revenue (ARR), generating revenue of £18.8m, and profit after tax of £3.1m for 2021. The principal measure of profitability the business uses is EBITDA, which is separately reconciled and reported on in the profit and loss section of these accounts and is reported as a profit of £6.0m. Our strategy continues to focus on a combination of direct sales to enterprise customers in certain key industry verticals and regions, complemented by a indirect sales strategy driven from key relationships with channel partners. Sycurio’s channel model incorporates Original Equipment Manufacturers (OEM), solution resellers, and cloud-based software platform providers who deliver Unified Communications-as-a-Service (UCaaS) and Contact Centre-as-a-Service (CCaaS) solutions to customers.
The principal risks we see in the business are centred around demand for talent, technology innovation and increased competition.
Competition in the UK and US markets has increased in recent years as the demand for secure solutions to payment card industry regulations expands. The company continues to invest in its people and products to maintain its competitive position. Recurring revenues continue to show strong and consistent growth. Our secure payment technology forms a critical component of our customers contact center technology. Its successful deployment requires staff with the requisite levels of technology expertise and experience of our customers contact centre technology and architecture. Post pandemic we have experienced a high demand for staff with those skillsets. We have worked hard to retain staff and attract new staff to our business to ensure that we are able to continue to meet the high expectations for deployment set by our customers and partners alike.
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SYCURIO LIMITED
Formerly Semafone Limited
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
The EBITDA performance is detailed in the below table:
This report was approved by the board
and signed on its behalf.
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SYCURIO LIMITED
Formerly Semafone Limited
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
The Directors present their report and the financial statements for the year ended 31 December 2021.
The Directors who served during the year were:
The Directors are responsible for preparing the Group Strategic Report, the Directors' Report and the
consolidated
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 the Group and of the profit or loss of the Group for that period.
In preparing these financial statements, the Directors are required to:
∙
select suitable accounting policies for the Group's financial statements and then apply them consistently;
∙
make judgments and accounting estimates that are reasonable and prudent;
∙
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's and group's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
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SYCURIO LIMITED
Formerly Semafone Limited
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
The profit for the year, after taxation, amounted to £
3,153,762
(2020 -
£
1,261,699
)
.
No dividends were paid during the year (2020 - £Nil).
The Group’s strategy is to continue to grow revenues and maintain gross profit margin through the continued investment in its core data security solutions and global distribution channels. We have four areas of strategic focus:
• Continue to enhance Sycurio’s product functionality and ease of use of our product offerings for both direct customers and channel partners globally. • Maintain top tier product quality and security in order to maximise customer retention and satisfaction. • Continue to invest in both direct and channel sales and marketing capabilities globally. During the year our product team worked on enhancing our product portfolio and capabilities to better serve and protect our customers. These additions to our portfolio included the launch of SecureWeb+ solution, integrations of our Cardprotect Voice+ solution with Epic and the new release of our data analytics platform Intelligence+. We integrated 3DS FCA security as the part of compliance in UK & Europe on our Ecommerce transaction-based product Relay+ with various Payment gateways. Additionally we have enhanced our Voice and Relay+ products to accept payments via Bank details. This was in line with our continued product road map.
There are no specific post balance sheet events to report. The legal claims for which the group has described as exceptional expenditure are ongoing post year end and have not concluded at the time of the approval of these financial statements.
The auditors, Price Bailey LLP, will be proposed for reappointment in accordance with
section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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SYCURIO LIMITED
Formerly Semafone Limited
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SYCURIO LIMITED
We have audited the financial statements of Sycurio Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2021, which comprise the Group Statement of Comprehensive Income, the Group and Company Balance Sheets, the Group Statement of Cash Flows, the Group and Company Statement of Changes in Equity
and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards,
including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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.
In auditing the financial statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.
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SYCURIO LIMITED
Formerly Semafone Limited
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SYCURIO LIMITED (CONTINUED)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The Directors are responsible for the other information contained within the Annual Report. 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. 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 course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
In our opinion, based on the work undertaken in the course of the audit:
∙
the information given in the Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙
the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.
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SYCURIO LIMITED
Formerly Semafone Limited
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SYCURIO LIMITED (CONTINUED)
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 Auditors' 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 Group financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates and considered the risk of the company not complying with the applicable laws and regulations including fraud in particular those that could have a material impact on the financial statements. This included those regulations directly related to the financial statements, including financial reporting, tax legislation and distributable profits. In relation to the industry this included PCI compliance, employment law and health & safety. The risks were discussed with the audit team and we remained alert to any indications of non-compliance throughout the audit. We carried out specific procedures to address the risks identified. As follows: • Review of legal fees incurred; • Agreeing the financial statement disclosures to underlying supporting documentation; • Enquring of management including those responsible for the key regulations; • Agreeing compliance certificates and validations • Reviewing the key accounting policies and estimates To address the risk of management override of controls, we carried out testing of journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business. Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at:
www.frc.org.uk/auditorsresponsibilities
. This description forms part of our Auditors' Report.
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SYCURIO LIMITED
Formerly Semafone Limited
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SYCURIO LIMITED (CONTINUED)
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 Auditors' 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.
for and on behalf of
Chartered Accountants
Statutory Auditors
24 Old Bond Street
W1S 4AP
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SYCURIO LIMITED
Formerly Semafone Limited
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2021
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SYCURIO LIMITED
Formerly Semafone Limited
REGISTERED NUMBER:
06963868
CONSOLIDATED BALANCE SHEET
AS AT
31 DECEMBER 2021
The financial statements were approved and authorised for issue by the board and were signed on its behalf by
:
The notes on pages 16 to 41 form part of these financial statements.
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SYCURIO LIMITED
Formerly Semafone Limited
REGISTERED NUMBER:
06963868
COMPANY BALANCE SHEET
AS AT
31 DECEMBER 2021
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 16 to 41 form part of these financial statements.
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SYCURIO LIMITED
Formerly Semafone Limited
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED
31 DECEMBER 2021
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SYCURIO LIMITED
Formerly Semafone Limited
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED
31 DECEMBER 2021
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SYCURIO LIMITED
Formerly Semafone Limited
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2021
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SYCURIO LIMITED
Formerly Semafone Limited
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2021
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SYCURIO LIMITED
Formerly Semafone Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
Sycurio Limited is a private Company limited by shares incorporated in England, United Kingdom. These financial statements are the consolidated financial statements of the group, members of which are listed within the subsidiary undertakings note. The address of the registered office of the company is Pannell House, Park Street, Guildford, Surrey, GU1 4HN.
2.
Accounting policies
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
.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.
The following principal accounting policies have been applied:
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. The results of the Group are included within the consolidated accounts of a parent company as disclosed in the controlling party note. The consolidation has been prepared on a voluntary basis to allow comparison with the results of the Group in the prior year.
The Group has the backing of the long-established private equity investor, Livingbridge, who acquired a controlling stake in the business in June 2021, together with debt finance into the parent company, Yale Midco 3 Limited, from Wells Fargo and AKKR. Yale Midco 3 Limited continues to operate well within its debt covenant levels and is not drawing down on its £2.25m revolving credit facility.
The parent company has agreed that it will not recall the loan due to them unless Sycurio Limited has the financial means to make the payment and having done so continues to be able to operate as a going concern, it will further provide further funding through the revolving loan facility if required. The Directors have assessed expected cashflow and remain confident that the entity will continue to have the resources for the next twelve months and beyond to continue as a going concern.
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SYCURIO LIMITED
Formerly Semafone Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
2.
Accounting policies (continued)
Sale of goods Turnover from the sale of goods is recognised when all of the following conditions are satisfied: • the Group has transferred the significant risks and rewards of ownership to the buyer; • the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; • the amount of turnover can be measured reliably; • it is probable that the Group will receive the consideration due under the transaction; and • the costs incurred or to be incurred in respect of the transaction can be measured reliably. Hardware sales are recognised when shipped to the client premises. 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 Group 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; • the costs incurred and the costs to complete the contract can be measured reliably. Annual license sales are invoiced, and monies are received, according to one of two possible scenarios: • Annually in advance, with monies received shortly thereafter, ahead of the year in question. The revenue recognition is deferred until the client's system is operational, when the revenue is released evenly over the year, or • On execution of contract. Monies are received shortly after invoicing and revenue is released evenly over the year from date of execution. Perpetual licences sales are invoiced, and monies are received in advance, with this being triggered at the earlier of the company receiving a signed contract, the receipt of a valid purchase order or on invoice date, this revenue is then released over a period of five years. Support and maintenance fees are recognised over the period of support. Consultancy and other sales are recognised as the work is performed. Cardprotect Relay+ can be sold to the customer in three consumption methods: • Pay as you go (PAYG); • Commitment-based sale; and • Outright sale. The revenue recognition on a PAYG sale is comprised of a monthly invoice to the customer based on the number of links that customer issues. The revenue recognition for a commitment-based sale is comprised of a monthly invoice to the customer based on the number of links that customer issues until the period end to which the commitment relates is reached. At that point any shortfall between links issued and commitment
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SYCURIO LIMITED
Formerly Semafone Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
2.
Accounting policies (continued)
The revenue recognition for an outright sale is comprised of an invoice for the number of links bought outright and all revenue is immediately recognised as there is no ongoing obligation from Sycurio to the customer.
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.
The estimated useful lives range as follows:
Expenditure on development activities are capitalised if the product or process is technically and commercially feasible and the Company intends and has the technical ability and sufficient resources to complete the development, future economic benefits are probable and if the Company can measure reliably the expenditure attributable to the intangible assets during its development. Development activities involve a plan or design for the production of new or substantially improved products or processes. The expenditure capitalised includes the cost of materials, direct labour and a an appropriate proportion of overheads. Other development expenditure is recognised in the profit and loss account as an expense as incurred. Capitalised development expenditure is stated at cost less accumulated amortisation and less accumulated impairment losses.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
The estimated useful lives range as follows:
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 profit or loss.
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SYCURIO LIMITED
Formerly Semafone Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
2.
Accounting policies (continued)
Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CCU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents include highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amoutns of cash with insignificant risk of change in value, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
In the Consolidated 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 Group's cash management.
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SYCURIO LIMITED
Formerly Semafone Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
2.
Accounting policies (continued)
Grants are accounted under the accruals model as permitted by FRS 102. Grants of a revenue nature are recognised in the Consolidated Statement of Comprehensive Income in the same period as the related expenditure.
Furlough income, which is a grant awarded by the government, is recognised in income over the periods in which the company recognises the related costs for which the grant is intended to compensate.
Functional and presentation currency
Transactions and balances
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SYCURIO LIMITED
Formerly Semafone Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
2.
Accounting policies (continued)
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Group keeping the scheme open or the employee maintaining any contributions required by the scheme).
Payments made to a director, senior executive or consultant relating to compensation for loss of office will be shown as part of the staffing costs for the year in which they are due.
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SYCURIO LIMITED
Formerly Semafone Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
2.
Accounting policies (continued)
Provisions are charged as an expense to profit or loss in the year that the Group becomes aware of the obligation, and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties. When payments are eventually made, they are charged to the provision carried in the Balance Sheet. 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. 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. Research expenditure is written off in the period in which it is incurred.
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SYCURIO LIMITED
Formerly Semafone Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
The directors make estimates and assumptions concerning the future based on their knowledge of the business and the markets it operates in. The resulting accounting estimates and assumptions will, by definition, seldom equal the related actual results but the directors believe the estimates to be accurate based on available information at the point the estimate is made. Examples of situations where the company accounts include estimates include depreciation and amortisation on fixed assets, impairment of capitalised development costs relative to the revenue anticipated from the work and dilapidation costs related to leased buildings.
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SYCURIO LIMITED
Formerly Semafone Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
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SYCURIO LIMITED
Formerly Semafone Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
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SYCURIO LIMITED
Formerly Semafone Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
Included within administrative costs are exceptional expenditure on restructuring costs of £704,604 (2020, £nil) and exceptional expenditure on intellectual property of £460,947 (2020, £nil). In 2020 expenditure on intellectual property legal costs were immaterial and therefore not classified within exceptional items.
On 15 September 2021 and 11 March 2022 the company began legal proceedings in respect of two separate cases of perceived patent infringements. The legal costs incurred during the year, including the preparation for the proceedings, have been included within the above, costs are expected to continue into 2022 and potentially beyond. No income has been recognised within the accounts in respect of these claims given the stage of the claim and the uncertainty of the amount and timing of any costs or damages. During the year the company received investment from the Livingbridge Group. As part of this investment and restructure of capital one-off legal fees have been incurred and included within the above. These costs are not expected to continue into 2022.
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SYCURIO LIMITED
Formerly Semafone Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
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SYCURIO LIMITED
Formerly Semafone Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
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SYCURIO LIMITED
Formerly Semafone Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
14.
Taxation (continued)
The company has estimated total tax losses of £14m available to carry forward against future trading profits. A deferred tax asset has been partially recognised on these losses in additional to the timing differences arising on provisions, capital allowances and capitalised development costs at a tax rate of 25%. £6m of the losses remain unutilised as the timing of their use remains uncertain.
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The profit after tax of the parent Company for the year was £
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SYCURIO LIMITED
Formerly Semafone Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
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SYCURIO LIMITED
Formerly Semafone Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
16.
Intangible assets (continued)
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SYCURIO LIMITED
Formerly Semafone Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
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SYCURIO LIMITED
Formerly Semafone Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
17.
Tangible fixed assets (continued)
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SYCURIO LIMITED
Formerly Semafone Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
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SYCURIO LIMITED
Formerly Semafone Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
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SYCURIO LIMITED
Formerly Semafone Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
Further disclosure of the terms and conditions attached to the ordinary A2 shares classified as debt is made in note 23.
Within Accruals and deferred income is £171,025 (2020 - £432,343) of deferred revenue. This represents customers paying in advance for the company's services. These are not ordinarily recoverable by the customers. In the prior year the bank loan was secured against the assets of the company and comprised a fixed term loan and a 3 month revolving loan facility. Interest charged was between 4.25% and 5.75% plus libor. No amounts are due in over five years.
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SYCURIO LIMITED
Formerly Semafone Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
The ordinary A2 shares were entitled to a cumulative fixed dividend. In accordance with FRS 102 an element of the equity was shown as debt, based on the present value of the expected dividend stream. The ordinary A2 shares were originally issued for £579 par value and £5,999,421 premium. On initial recognition £667,347 of this amount was classified as a liability and this amount was transferred from equity.
During the year, the company issued 600 ordinary shares at a price of £0.28 per share for total consideration of £168. The company also issued 2000 ordinary shares at a price of £0.28 per share for total consideration of £560. The company also issued 82,716 ordinary shares at an average price of £0.67 per share for total consideration of £55,558. The company also issued 2109 ordinary A2 shares at a price of £10.67 per share for total consideration of £22,503. The company also issued 54,426 ordinary B shares at an average price of £0.38 per share for total consideration of £20,435. During the year the company sub-divided all 596,981 ordinary shares to 59,698,100 ordinary shares, all 283,045 ordinary A shares to 28,304,500 ordinary A shares, and all 54,426 ordinary B shares to 5,442,600 ordinary B shares. Following the change of ownership on 24 June 2021 all share classes were 100% owned by Yale Midco 3 Limited and with the agreement of the shareholder all share classes were reclassified as ordinary shares. As noted above, the ordinary A2 shares were previously partly classified as debt. As a result of the reclassification of these shares to ordinary shares they were reclassified as equity and the amounts of £300,000 and £367,347 were reclassified as share premium. In addition the reclassification as ordinary shares with the consent of the shareholder resulted in the accrued cumulative dividend of £2,084,165 being no longer due. As a result this amount was transferred to the retained profit reserve within equity.
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SYCURIO LIMITED
Formerly Semafone Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
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SYCURIO LIMITED
Formerly Semafone Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
Share premium account
Foreign exchange reserve
statements of the group's foreign entities into sterling (£).
Profit & loss account
Page 39
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SYCURIO LIMITED
Formerly Semafone Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
At 31 December 2021, the Company had a contingent liability in the form of fixed and floating charges over the fixed assets of the Company. This is in respect of its position as original guarantor of a bank loan held in the name of Yale Midco 3 Limited.
The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £298,350 (2020 - £331,221). Contributions totalling £50,244 (2020 - £47,248) were payable to the fund at the balance sheet date.
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SYCURIO LIMITED
Formerly Semafone Limited
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
The immediate controlling party is Yale Midco 3 Limited, registered in England and Wales with registration number 13451660.
The controlling party for which consolidated group accounts are prepared is Yale Midco 1 Limited, registered in England and Wales with registration number 13451666. The Utimate Controlling Party is Livingbridge 7 Global LP, registered in Scotland with registration number SL034568.
Page 41
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