Company Registration No. 08033029 (England and Wales)
ACCESS SYSTEMS (UK) LIMITED
UNAUDITED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2018
PAGES FOR FILING WITH REGISTRAR
ACCESS SYSTEMS (UK) LIMITED
COMPANY INFORMATION
Director
Mr Anish Kapoor
Company number
08033029
Registered office
City Tower
Piccadilly Plaza
Manchester M1 4BT
United Kingdom
Equity funders
Route 66 Ventures LLC
2nd Floor
118 King St
Alexandria
VA 22314
United States
True Ventures
27 S Part St
San Francisco
CA 94107
United States
Beringea/ ProVen VCT plc
39 Earlham Street, Covent Garden
London, WC2H 9LT
United Kingdom
NPIF NW
Clarence House
Clarence St
Manchester M2 4DW
United Kingdom
Accountants
Royce Peeling Green Limited
The Copper Room
Deva Centre
Trinity Way
Manchester M3 7BG
Bankers
Barclays Bank Plc
3 Hardman Street
Manchester M3 3HF
United Kingdom
Columbia Lake Partners
1-45 Durham St
London SE11 5JH
United Kingdom
ACCESS SYSTEMS (UK) LIMITED
CONTENTS
Page
Director's report
1 - 2
Balance sheet
3 - 4
Notes to the financial statements
5 - 11
ACCESS SYSTEMS (UK) LIMITED
DIRECTOR'S REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2018
- 1 -
The director presents his annual report and financial statements for the period ended 31 December 2018.
Principal activities
The principal activity of the company was the design, development and implementation of cloud-based payment and cash management solutions.
AccessPay continues to provide efficient access to secure financial messaging rails to integrate corporate back-office systems, connect to banks and financial services and route payments globally. In addition, new products and services are providing corporates with the ability to manage their cash resources much more effectively.
Business review
The 8-month period has seen continued development across a number of areas with new product launches, significant customer wins and a £9.
2
m fund raise completed in December 2018.
Bering
e
a, an international investor in high growth US
and
UK businesses, has joined the existing group of shareholders in providing further growth capital to take advantage of the opportunities provided by the new era of open banking and the API economy.
The new capital will be used to accelerate growth with recruitment planned across the business, particularly in sales and also product development
.
Director
The director who held office during the period and up to the date of signature of the financial statements was :
Mr Anish Kapoor
Auditor
The company has elected to take advantage of its exemption as a small company from the requirement to have these financial statements audited in order to update interested parties on its current financial position and prospects as soon as possible.
KPMG LLP, Chartered Accountants, remain in post as the company's auditors but have not been asked to undertake an audit of the December 2018 accounts presented herewith.
Statement of director's responsibilities
The director is responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the director must not approve the financial statements unless he is 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 director is required to:
-
select suitable accounting policies and then apply them consistently;
-
make judgements and accounting estimates that are reasonable and prudent;
-
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The director is 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 enable them to ensure that the financial statements comply with the Companies Act 2006. He is 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.
ACCESS SYSTEMS (UK) LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2018
- 2 -
This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.
On behalf of the board
Mr Anish Kapoor
Director
1 February 2019
ACCESS SYSTEMS (UK) LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2018
31 December 2018
- 3 -
Dec 31,
Apr 30,
2018
2018
Notes
£
£
£
£
Fixed assets
Tangible assets
3
69,109
96,837
Investments
4
57,091
57,091
126,200
153,928
Current assets
Debtors
5
1,152,231
910,291
Cash at bank and in hand
8,460,424
717,322
9,612,655
1,627,613
Creditors: amounts falling due within one year
6
(3,723,535)
(2,949,738)
Net current assets/(liabilities)
5,889,120
(1,322,125)
Total assets less current liabilities
6,015,320
(1,168,197)
Creditors: amounts falling due after more than one year
7
(1,923,012)
(2,414,953)
Net assets/(liabilities)
4,092,308
(3,583,150)
Capital and reserves
Called up share capital
9
9,182,689
5,981
Share premium account
5,257,772
5,257,772
Profit and loss reserves
(10,348,153)
(8,846,903)
Total equity
4,092,308
(3,583,150)
The director of the company has elected not to include a copy of the profit and loss account within the financial statements.
true
For the financial period ended 31 December 2018 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
The director acknowledges his responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
T
he members have not required the company to obtain an audit of its financial statements for the period in question in accordance with section 476
.
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
ACCESS SYSTEMS (UK) LIMITED
BALANCE SHEET (CONTINUED)
AS AT
31 DECEMBER 2018
31 December 2018
- 4 -
The financial statements were approved and signed by the director and authorised for issue on 1 February 2019
Mr Anish Kapoor
Director
Company Registration No. 08033029
ACCESS SYSTEMS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2018
- 5 -
1
Accounting policies
Company information
Access Systems (UK) Limited is a
private
company
limited by shares
incorporated in England and Wales.
The registered office is
City Tower, Piccadilly Plaza, Manchester, United Kingdom, M1 4BT.
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.
1.2
Going concern
The Company meets its day to day capital requirements through cash generated from trading and its cash resources raised from investors. The Director believes that the Company has access to considerable financial resources and, as a consequence, believe that it is well placed to manage its business risks successfully.
The Company's forecasts and projections show that the Director has a reasonable expectation that the Company has sufficient resources to continue in existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the financial statements.
1.3
Reporting period
Following the substantial equity raising in December 2018 which has fundamentally changed the company's financial position, the company changed its accounting reference date from 30 April to 31 December such that
the
se
financial statements are presented for a
period
of less than
one year
. Consequently
comparative amounts presented in the financial statements (including
the related notes) are not entirely comparable.
1.4
Turnover
The recurring income of contracts spanning multiple accounting periods is recognised over the term of the contract. Any recurring income received but not recognised end of the accounting period is held on the balance sheet as deferred income.
Professional services income is recognised on the basis of percentage of contract completion.
1.5
Tangible fixed assets
Tangible fixed assets
are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:
Leasehold improvements
3 years
Fixtures and fittings
5 years
Equipment
3 years
ACCESS SYSTEMS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2018
1
Accounting policies
(Continued)
- 6 -
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
.
1.6
Fixed asset investments
Investments in parent
c
ompany shares are carried at cost less impairment.
Interests in subsidiaries 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.
1.7
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.
1.8
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.
1.9
Financial instruments
In accordance with FRS 102.22, financial instruments issued by the Company are treated as equity only to the extent that they meet the following two conditions:
-
(a)
they include no contractual obligations upon the Company to deliver cash or other financial assets or to exchange financial assets or financial liabilities with another party under conditions that are potentially unfavourable to the Company; and
-
(b)
where the instrument will or may be settled in the Company’s own equity instruments, it is either a non-derivative that includes no obligation to deliver a variable number of the Company’s own equity instruments or is a derivative that will be settled by the Company’s exchanging a fixed amount of cash or other financial assets for a fixed number of its own equity instruments.
To the extent that this definition is not met, the proceeds of issue are classified as a financial liability. Where the instrument so classified takes the legal form of the Company’s own shares, the amounts presented in these financial statements for called up share capital and share premium account exclude amounts in relation to those shares.
ACCESS SYSTEMS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2018
1
Accounting policies
(Continued)
- 7 -
Basic 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.
Trade and other debtors / creditors
Trade and other debtors and Trade and other creditors are recognised initially at transaction price plus attributable transaction costs. Subsequent to initial recognition they are measured at amortised cost using the effective interest method, less any impairment losses in the case of trade debtors. If the arrangement constitutes a financing transaction, for example if payment is deferred beyond normal business terms, then it is measured at the present value of future payments discounted at a market rate of instrument for a similar debt instrument.
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
Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognised in the profit and loss account except to the extent that it relates to items recognised directly in equity or other comprehensive income, in which case it is recognised directly in equity or other comprehensive income.
Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.
Deferred tax is provided on timing differences which arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements. Deferred tax is not recognised on permanent differences arising because certain types of income or expense are non-taxable or are disallowable for tax or because certain tax charges or allowances are greater or smaller than the corresponding income or expense.
Deferred tax is measured at the tax rate that is expected to apply to the reversal of the related difference, using tax rates enacted or substantively enacted at the balance sheet date. Deferred tax balances are not discounted.
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that is it probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
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
Share-based payments
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the
Black Scholes
model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.
ACCESS SYSTEMS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2018
1
Accounting policies
(Continued)
- 8 -
1.14
Leases
Payments (excluding costs for services and insurance) made under operating leases are recognised in the profit and loss account on a straight-line basis over the term of the lease unless the payments to the lessor are structured to increase in line with expected general inflation; in which case the payments related to the structured increases are recognised as incurred. Lease incentives received are recognised in profit and loss over the term of the lease as an integral part of the total lease expense.
1.15
Foreign exchange
Transactions in foreign currencies are translated to the Company’s functional currency at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are retranslated to the functional currency at the foreign exchange rate ruling at that date. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are retranslated to the functional currency at foreign exchange rates ruling at the dates the fair value was determined. Foreign exchange differences arising on translation are recognised in the profit and loss account.
2
Employees
The average monthly number of persons (including directors) employed during the period was 46 (2018 - 51).
Dec 31,
Apr 30,
3
Tangible fixed assets
Land and buildings
Plant and machinery etc
Total
£
£
£
Cost
At 1 May 2018
28,688
139,464
168,152
Additions
-
1,254
1,254
At 31 December 2018
28,688
140,718
169,406
Depreciation and impairment
At 1 May 2018
6,675
64,640
71,315
Depreciation charged in the period
6,375
22,607
28,982
At 31 December 2018
13,050
87,247
100,297
Carrying amount
At 31 December 2018
15,638
53,471
69,109
At 30 April 2018
22,013
74,824
96,837
ACCESS SYSTEMS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2018
- 9 -
4
Fixed asset investments
2018
2018
£
£
Investments
57,091
57,091
The
c
ompany holds
6.0
% of the issued share capital in the parent company, Access Systems Inc
,
at the year end (
30 April
201
8
:
9.3
%).
Movements in fixed asset investments
Investments
£
Cost or valuation
At 1 May 2018 & 31 December 2018
57,091
Carrying amount
At 31 December 2018
57,091
At 30 April 2018
57,091
5
Debtors
2018
2018
Amounts falling due within one year:
£
£
Trade debtors
764,034
222,352
Corporation tax recoverable
275,000
465,191
Amounts owed by group undertakings
12,258
3,249
Other debtors
100,939
219,499
1,152,231
910,291
6
Creditors: amounts falling due within one year
2018
2018
£
£
Bank loans
915,607
751,014
Trade creditors
296,591
337,112
Amounts owed to group undertakings
-
150,991
Taxation and social security
308,838
84,137
Other creditors
2,202,499
1,626,484
3,723,535
2,949,738
ACCESS SYSTEMS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2018
- 10 -
7
Creditors: amounts falling due after more than one year
2018
2018
£
£
Bank loans and overdrafts
869,859
1,474,000
Loan notes 2023
1,053,153
940,953
1,923,012
2,414,953
8
Share-based payment transactions
EMI employee share option scheme
The Company operates an Enterprise Management Incentive (EMI) employee share option scheme.
Under the scheme, on
4 December 2018
the Company
agreed to cancel 5,880,000 existing options held by the director and issued 6,880,000
new share
options
to him
. The vesting start date was
4
December
201
8
.
The share options give the holder the right to buy shares in the Company’s parent company, Access Systems Inc. Each option entitles the holder to acquire one ordinary share in Access Systems Inc. at a cost of $0.
0
1 per share. Employees can acquire 25% of their allocation twelve months after the vesting start date and thereafter 1/48th of the balance every month of employment to the 48th month after the vesting start date. No option may be exercised more than ten years after its date of grant. As at 3
1 December
2018 s
even
employees had exercised some of their options.
The number of share options outstanding at the start and end of the year are as follows:
Number of share options
Weighted average exercise price
Dec, 31
Apr, 30
Dec, 31
Apr, 30
2018
2018
2018
2018
Number
Number
$
$
Outstanding at 1 May 2018
6,870,000
7,095,000
0.01
0.01
Granted
6,880,000
585,000
0.01
0.01
Forfeited
(5,880,000)
(751,439)
0.01
0.01
Exercised
-
(58,561)
-
0.01
Outstanding at 31 December 2018
7,870,000
6,870,000
0.01
0.01
Exercisable at 31 December 2018
308,958
3,579,375
0.01
0.01
The options outstanding at 31 December 2018 had an exercise price of $0.01 and an average remaining contractual life of 9 years 9 months.
No
amounts have been recognised in the financial statements with regards to the
share
options
as the fair value of the options deemed likely to be exercised is negligible
.
ACCESS SYSTEMS (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2018
- 11 -
9
Called up share capital
Dec 31,
Apr 30,
2018
2018
£
£
Ordinary share capital
Issued and fully paid
Ordinary shares of £1 each
9,182,689
5,981
9,182,689
5,981
On 11 December 2018, the company increased its share capital by the issue of 9,176,708 ordinary shares of £1 each issued at par for cash.
The costs of fundraising of £386,694 have been written off to the profit and loss account in the period.
10
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:
Dec 31,
Apr 30,
2018
2018
£
£
527,322
654,505
11
Related party transactions
Parent and
s
ubsidiary
e
ntities
The company was wholly owned throughout the period by Access Systems Inc.
During the period the company had two wholly owned subsidiaries, Access Systems EBT Ltd. and Access Financial Analytics Ltd. The registered office of both wholly owned subsidiaries is City Tower, Piccadilly Plaza, Manchester,
M1 4BT,
United Kingdom.
The company has taken advantage of the exemptions available under Financial Reporting Standard 102 not to disclose key management personnel compensation, and not to disclose transactions with wholly owned subsidiaries or the parent company.
12
Parent company
The Company is controlled by Access Systems Inc., which is also the ultimate controlling party. Access Systems Inc. is also the ultimate and immediate parent company and is incorporated in the United States of America. Access Systems Inc.’s registered office is 2711 Centerville Road, Wilmington, Delaware 19808, USA.
2018-12-31
2018-05-01
false
CCH Software
CCH Accounts Production 2018.300
No description of principal activity
01 February 2019
Mr Anish Kapoor
Mr Paul Burnett
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