Company registration number 08484663 (England and Wales)
BACKSTOP SOLUTIONS UK LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
PAGES FOR FILING WITH REGISTRAR
BACKSTOP SOLUTIONS UK LIMITED
COMPANY INFORMATION
Directors
C D Coghill
Mr J P Schuler
Secretary
Mr N Griffin
Company number
08484663
Registered office
10 Queen Street Place
London
United Kingdom
EC4R 1BE
Auditor
Azets Audit Services
5 Yeomans Court
Ware Road
Hertford
Hertfordshire
United Kingdom
SG13 7HJ
BACKSTOP SOLUTIONS UK LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 7
BACKSTOP SOLUTIONS UK LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2022
31 December 2022
- 1 -
2022
2021
Notes
£
£
£
£
Fixed assets
Intangible assets
4
13,861
55,455
Tangible assets
5
6,673
3,366
20,534
58,821
Current assets
Debtors
6
1,424,544
583,350
Cash at bank and in hand
145,607
222,558
1,570,151
805,908
Creditors: amounts falling due within one year
7
(1,776,476)
(1,506,385)
Net current liabilities
(206,325)
(700,477)
Net liabilities
(185,791)
(641,656)
Capital and reserves
Called up share capital
1
1
Profit and loss reserves
(185,792)
(641,657)
Total equity
(185,791)
(641,656)
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 29 September 2023 and are signed on its behalf by:
Mr J P Schuler
Director
Company Registration No. 08484663
BACKSTOP SOLUTIONS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
- 2 -
1
Accounting policies
Company information
Backstop Solutions UK Limited is a private company limited by shares incorporated in England and Wales. The registered office is 10 Queen Street Place, London, United Kingdom, EC4R 1BE.
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 amounts 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 directors have received confirmation from the directors of Backstop Solutions Group, LLC, the parent company of Backstop Solutions UK Limited that it will provide adequate financial support for the foreseeable future.true
The company has net liabilities at the year end of £185,791 (2021: £641,656). The business model of the company means it collects cash for its software income in advance and as such the vast majority of short term creditors relate to the deferral of future income rather than amounts owed to third parties. The company is enjoying cash positive trading and is not reliant on support from its parent or other debt providers to meet its day to day working capital requirements. Taking this and future trading forecasts into account, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future and consider it is appropriate to adopt the going concern basis of preparation for these financial statements.
1.3
Turnover
Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover is recognised when the significant risks and rewards of ownership of the goods has transferred to the buyer. Software turnover is invoiced yearly in advance and recognised monthly with any unrecognised turnover included in the Balance sheet as deferred income at year end.
1.4
Intangible fixed assets - goodwill and software
Intangible assets are measured at cost less accumulated amortisation and any accumulated impairment losses.
Amortisation is charged to write off the cost of the intangible assets less their residual values over their estimated useful lives on a straight line basis. The intangible assets are written off over the following useful economic lives:
Goodwill - 10 years
Software - 10 years
If there are indicators of a significant movement in the useful life or residual value of the asset, amortisation is revised prospectively to reflect this.
The directors believe that the useful economic life is 10 years due to the substantial business contacts which the company has maintained.
BACKSTOP SOLUTIONS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 3 -
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 or valuation of assets less their residual values over their useful lives on the following bases:
Plant and equipment
between 14% and 33% on cost
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
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks.
1.7
Trade and other receivables
Trade and other receivables are measured at transaction price less any impairment unless the arrangement constitutes a financing transaction in which case the transaction is measured at the present value of the future receipts discounted at the prevailing market rate of interest.
1.8
Trade and other payables
Trade and other payables are measured at their transaction price unless the arrangement constitutes a financing transaction in which case the transaction is measured at present value of future payments discounted at prevailing market rate of interest. Other financial liabilities are initially measured at fair value net of their transaction costs. They are subsequently measured at amortised cost using the effective interest method.
1.9
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
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.
Deferred tax
Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against future taxable profits or against the reversal of deferred tax liabilities.
1.10
Retirement benefits
The company contributes to personal pension plans for employees. Contributions payable to personal plans are charged to the profit and loss account in the period to which they relate.
BACKSTOP SOLUTIONS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 4 -
1.11
Share-based payments
Phantom stock plan
Backstop Solutions Group LLC has a group wide Phantom Stock Plan and related Phantom Share Agreements. The Plan and Agreements establish key terms and conditions of the grants, including amount of shares reserved for the grant, vesting period and amounts granted to former and existing employees as well as external consultants. The Phantom stock awards are settled in cash by Backstop Solutions Group LLC upon an occurrence of a change in control or a special distribution. Stock awards have been granted.
Backstop Solutions UK Limited has no obligation to settle the payment of the plan and therefore the transaction is classified as equity-settled in Backstop Solutions UK Limited financial statements. Due to the service conditions in the plan the liquidity event is deemed a non-market performance condition. In this circumstance an expense is only recognised where a change in control or special distribution is deemed probable.
On 28 December 2021, ION Investment Group Limited acquired 100% of Backstop Solutions Group LLC share capital. As a result of this event, the phantom stock awards associated with the plan were settled by Backstop Solutions Group LLC in cash. The cash payments made to former and existing employees as well as consultants is therefore reflected as an expense in the profit and loss account with a corresponding contribution from Backstop Solutions Group LLC in equity. Further, there is a recharge agreement with Backstop Solutions Group LLC to reimburse for this contribution which is reflected as an adjustment to the contribution from Backstop Solutions Group LLC in equity.
All share-based payments were fully settled in the year ended 31 December 2021, as at the year ended 31 December 2022, no more new phantom options plans have been provided for.
1.12
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.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The only significant estimate included within the financial statements is:
Employees and consultants are eligible to Phantom Stock awards which are classified as equity-settled awards in Backstop Solutions UK Limited, due to the obligation being settled by Backstop Solutions Group LLC. This requires Directors to estimate the fair value of the awards on the grant date and to undertake a further assessment of the probability of a change in control or special distribution occurring.
With the exception of the estimate described above, the directors consider that there are no other significant judgements or estimates in the preparation of these financial statements.
BACKSTOP SOLUTIONS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 5 -
3
Employees
The average monthly number of persons employed by the company during the year was:
2022
2021
Number
Number
Total
12
9
4
Intangible fixed assets
Goodwill
Other
Total
£
£
£
Cost
At 1 January 2022 and 31 December 2022
344,856
71,078
415,934
Amortisation and impairment
At 1 January 2022
298,877
61,602
360,479
Amortisation charged for the year
34,486
7,108
41,594
At 31 December 2022
333,363
68,710
402,073
Carrying amount
At 31 December 2022
11,493
2,368
13,861
At 31 December 2021
45,979
9,476
55,455
5
Tangible fixed assets
Plant and machinery etc
£
Cost
At 1 January 2022
10,867
Additions
6,095
At 31 December 2022
16,962
Depreciation and impairment
At 1 January 2022
7,501
Depreciation charged in the year
2,788
At 31 December 2022
10,289
Carrying amount
At 31 December 2022
6,673
At 31 December 2021
3,366
BACKSTOP SOLUTIONS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 6 -
6
Debtors
2022
2021
Amounts falling due within one year:
£
£
Trade debtors
480,722
365,438
Amounts owed by group undertakings
890,271
71,570
Other debtors
14,308
12,084
1,385,301
449,092
Deferred tax asset
39,243
134,258
1,424,544
583,350
7
Creditors: amounts falling due within one year
2022
2021
£
£
Trade creditors
432
247
Taxation and social security
99,208
81,309
Other creditors
1,676,836
1,424,829
1,776,476
1,506,385
8
Pension Commitments
At the balance sheet date, the company had unpaid defined contribution pension payable of £5,411 (2021: £4,408)
9
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 Alison Nayler BSc FCA and the auditor was Azets Audit Services.
10
Related party transactions
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’, not to disclose related party transactions with wholly owned subsidiaries within the group.
.
BACKSTOP SOLUTIONS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 7 -
11
Ultimate controlling party
The directors regard Bessel Capital S.a.r.l, Limited, a company based in Luxembourg as the ultimate controlling company. Backstop Solutions Group, LLC is the immediate parent company.
The registered address of the immediate parent company is 233 South Wacker Drive Suite 3960, Chicago, IL, 60606. The registered office of the ultimate parent company is 34, avenue Marie-Thérèse, 2132 Luxembourg,
The largest group in which the results of the company and its group are consolidated is that headed by ION Investments Group Limited. Copies of the group financial statements may be obtained from Companies Registration Office Ireland.