Registered number:
FOR THE PERIOD ENDED 31 DECEMBER 2021
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YALE MIDCO 1 LIMITED
COMPANY INFORMATION
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YALE MIDCO 1 LIMITED
CONTENTS
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YALE MIDCO 1 LIMITED
GROUP STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2021
The directors present the Group Strategic Report of Yale Midco 1 Limited (the “company”) and its subsidiary undertakings (together the “group”) for the period ended 31 December 2021.
The company was incorporated on 11 June 2021. This report provides a review of the Group’s 2021 activities and performance.
On 24th June 2021 Sycurio Limited, through a series of intermediate holding companies, was acquired by Livingbridge 7 Global LP, consequently the results of the Group including Sycurio Limited and its subsidiaries, are presented in these financial statements from the date of acquisition to 31st December 2021.
The Company is the ultimate UK holding company for Sycurio Limited which continues to deliver organic growth and increased operating profits. Sycurio exited 2021 at £16.4m of Annualised Recurring Revenue, generating revenue of £9.9m, and profit before tax of £862k for the 6 months ending 31 December. The principal measure of profitability the business uses is EBITDA before exceptional items, which is separately reconciled and reported below and is reported as a profit of £2.0m for the 6 months ending 31 December. Our strategy is to focus on a combination of direct sales to enterprise customers in certain key industry verticals and regions, complemented by an indirect sales strategy driven from key relationships with channel partners. Sycurio’s channel model incorporates OEMs (Original Equipment Manufacturers), 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 group continues to invest in its people and products to maintain its competitive position. Sycurio has a strong track record of recurring revenue and growth. Our secure payment technology forms a critical component to our customers contact centre 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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YALE MIDCO 1 LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2021
The EBITDA performance is detailed in the below table:
The Group considers the following additional Key Performance Indicators to be important and monitors and reports on these accordingly:
• Annual recurring revenues from annual licences and support fees, which we exited 2021 at £16.4m. • Deployment Services Order Book and utilisation of Deployment Services resources, which totalled £1.8m of unbilled revenue in hand at the end of 2021. • Net Promoter Score (NPS) with our customer base scored 67. • Management of working capital which we principally measure through cashflow projections.
This report was approved by the board
and signed on its behalf.
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YALE MIDCO 1 LIMITED
DIRECTOR'S REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2021
The Directors presents his report and the financial statements for the period ended 31 December 2021.
The Directors who served during the period were:
The Directors is responsible for preparing the Group Strategic Report, the Director's 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 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 the Group and to enable him to ensure that the financial statements comply with the Companies Act 2006. He is 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.
The loss for the period, after taxation, amounted to £
11,339,076.
No dividends were paid during the period.
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YALE MIDCO 1 LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2021
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. Areas of strategic focus include:
• 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.
There have been no significant events affecting the Group since the year end.
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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YALE MIDCO 1 LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF YALE MIDCO 1 LIMITED
We have audited the financial statements of Yale Midco 1 Limited (the 'parent Company') and its subsidiaries (the 'Group') for the period 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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YALE MIDCO 1 LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF YALE MIDCO 1 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 is 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 Director's Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
∙
the Group Strategic Report and the Director's 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 Director's Report.
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YALE MIDCO 1 LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF YALE MIDCO 1 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 on the legal and regulatory framework applicable to the Group and the industry in which it operates and considered the risk of the Group not complying with the applicable laws and regulations including fraud in particular those that could have material impact on the financial statements. This included those regulations directly related to the financial statements, including financial reporting, tax legislation and distrutable profits. The risks were discussed with the audit team and we remained alert to any indications of non-compliance throughout the audit. We carried specific procedures to address the risks identified. As follows: - Review of legal fees incurred; - Agreeing the financial statements disclosures to underlying supporting documentation; - Enquiring 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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YALE MIDCO 1 LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF YALE MIDCO 1 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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YALE MIDCO 1 LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2021
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YALE MIDCO 1 LIMITED
REGISTERED NUMBER:
13451666
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 39 form part of these financial statements.
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YALE MIDCO 1 LIMITED
REGISTERED NUMBER:
13451666
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 39 form part of these financial statements.
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YALE MIDCO 1 LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED
31 DECEMBER 2021
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED
31 DECEMBER 2021
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YALE MIDCO 1 LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2021
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YALE MIDCO 1 LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2021
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YALE MIDCO 1 LIMITED
CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE PERIOD ENDED 31 DECEMBER 2021
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YALE MIDCO 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
Yale Midco 1 Limited is a private Company limited by shares incorporated in England and Wales, United Kingdom. The Company was incorporated on 11 June 2021 and therefore the Company and Group financial statements and notes refer to the 29 week period from incorporation ending 31 December 2021. Therefore this will not be wholly comparable to future periods. These financial statements are the consolidated financial statements of the Group, members of which are listed within the subsidiary undertaking 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 company has also taken advantage of the exemption allowed under the Companies Act 2006 and has not presented its own Statement of Cashflows 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.
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YALE MIDCO 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
2.
Accounting policies (continued)
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 in the subsidiary company, Yale Midco 3 Limited, from Wells Fargo and AKKR. The directors believe that preparing the financial statements on the going concern basis is appropriate as they consider that the Company has adequate resources to continue in operational existence for at least one year from the date that the financial statements are approved. The parent company, Yale Top Co Limited, has provided a letter confirming that it will not recall the loan due to them unless Yale Midco 1 Limited has the financial means to make the payment. Yale Midco 1 Limited has provided a letter confirming that it will not recall the loan due to them unless Yale Midco 2 Limited has the financial means to make the payment. The trading group, consolidated at Sycurio Limited, generated profit before tax of £862k and EBITDA of £2.3m for the 6 months ending 31 December 2021. The Directors therefore believe that the subsidiary entities will generate sufficient cashflow to meet creditors as they fall due and to enable the Directors to take the view that the intercompany loan due from the subsidiaries is recoverable. The intercompany loans are shown as due within one year as they are technically repayable on demand however the Directors do not expect the loans to be repaid within the 12 months following sign off. The expected cash flows for the working capital of the group and the assurance from the parent company that the intercompany creditor due will not be recalled have resulted in the Directors concluding that the accounts should be prepared on a going concern basis.
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YALE MIDCO 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
2.
Accounting policies (continued)
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; and • 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
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YALE MIDCO 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD 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.
Goodwill
Other intangible assets
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.
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YALE MIDCO 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
2.
Accounting policies (continued)
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.
Depreciation is provided on the following basis:
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.
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.
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YALE MIDCO 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
2.
Accounting policies (continued)
Functional and presentation currency
Transactions and balances
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YALE MIDCO 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
2.
Accounting policies (continued)
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.
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.
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YALE MIDCO 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
2.
Accounting policies (continued)
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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YALE MIDCO 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
assumptions that impact the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. The nature of estimation means that the actual outcome could differ from those estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which estimates are revised or in the period of the revision and future periods where the revision affects both current and future periods. The key accounting estimates or judgements applied by the directors which have a significant impact on the amounts disclosed in the financial statements include deferred tax on trading losses, revenue recognition, depreciation and amortisation of fixed assets and impairment of capitalised development costs. The amortisation and assessment of impairment of goodwill is a key accounting estimate and is sensitive to changes in the estimated life of the asset. This is assessed annually by management and requires an estimate of the value in use of the cash generating unit to which goodwill has been allocated. These reviews are based on managements experience of past events and their knowledge of upcoming business changes.
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YALE MIDCO 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
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YALE MIDCO 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
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YALE MIDCO 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
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YALE MIDCO 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
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YALE MIDCO 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
12.
Taxation (continued)
The Group has estimated losses of £13m available to carry forward against future trading profits. Deferred tax on a period of forecasted profits, in addition to the timing differences on provisions, capital allowances, capitalised development costs and intangible assets aquired within the business combination, has been recognised at a tax rate of 25%. The deferred tax liability at the year end was £608,214.
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YALE MIDCO 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
Included within administrative costs for the period are exceptional expenditure on restructuring costs of £562,600 and exceptional expenditure on intellectual property of £349,169.
On 15 September 2021 and 11 March 2022, Sycurio Limited, a subsidiary, began legal proceedings in respect of two separate cases of perceived patent infringements. The legal costs incurred during the period, 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 period the Group 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.
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 loss after tax of the parent Company for the period was £
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YALE MIDCO 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
15.
Intangible assets (continued)
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YALE MIDCO 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
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YALE MIDCO 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
Page 33
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YALE MIDCO 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
Within Accruals and deferred income is £171,025 of deferred revenue. This represents customers paying in advance for the company's services. These are not ordinarily recoverable by the customers.
The bank loan is held within Yale Midco 3 Limited and is secured by a fixed and floating charges over the assets of Yale Midco 3 Limited and Sycurio Limited. This loan comprises a revolving credit facility and term loan with £363,346 and £29,206,077 respectively due as at the year-end. Included in the balance are capitalised costs of £1,106,675. Interest is charged on the revolver balance at LIBOR + 5.5%. Repayments are due quarterly on the term loan using annual interest of 1% of the original facility amount for 3 years, and at 2.5% for the following 2 years at which point it matures in August 2026. Included in amounts owed to group undertakings and other creditors are loan notes with £44,409,966 and £1,426,284 respectively. Interest is charged on this balance at 10% and no repayments are due until maturity, interest has accrued on the loan notes and the balances outstanding at year end are £46,437,112 and £1,501,966 respectively. The loan notes mature in June 2028 and are repayable in full on that date.
During the year, the Company issued 1 ordinary share for consideration of £1 per share.
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YALE MIDCO 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
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YALE MIDCO 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
Foreign exchange reserve
statements of the group's foreign entities into sterling (£).
Capital contributions reserve
Profit and loss account
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YALE MIDCO 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
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YALE MIDCO 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
26.
Business combinations (continued)
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 £155,455. Contributions totalling £50,244 were payable to the fund at the balance sheet date.
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YALE MIDCO 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2021
The immediate controlling party is Yale Topco Limited, registered in Jersey with registration number 136250.
The Ultimate Controlling Party is Livingbridge 7 Global LP, registered in Scotland with registration number SL034568. The registered office and place of business is 50 Lothian Road, Edinburgh, EH3 9WJ.
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