ACCOUNTS - **


Caseware UK (AP4) 2021.0.152 2021.0.152 2022-01-012022-01-01330The principal activity of the Company is the provision of employee, customer and channel engagement programmes and promotions. These services help our clients engage with their employees, channel partners, customers and prospects, to improve their business performance.truetruetruetruetruetruetruetruetruetruetruetruefalse2021-01-03302 04155659 2021-01-03 2022-01-01 04155659 2022-01-01 04155659 2019-12-29 2021-01-02 04155659 2021-01-02 04155659 2019-12-29 04155659 1 2021-01-03 2022-01-01 04155659 1 2019-12-29 2021-01-02 04155659 3 2021-01-03 2022-01-01 04155659 3 2019-12-29 2021-01-02 04155659 4 2021-01-03 2022-01-01 04155659 4 2019-12-29 2021-01-02 04155659 7 2021-01-03 2022-01-01 04155659 7 2019-12-29 2021-01-02 04155659 1 2021-01-03 2022-01-01 04155659 e:CompanySecretary1 2021-01-03 2022-01-01 04155659 e:Director1 2021-01-03 2022-01-01 04155659 e:Director2 2021-01-03 2022-01-01 04155659 e:Director3 2021-01-03 2022-01-01 04155659 e:Director4 2021-01-03 2022-01-01 04155659 e:RegisteredOffice 2021-01-03 2022-01-01 04155659 d:Buildings 2022-01-01 04155659 d:Buildings 2021-01-02 04155659 d:Buildings 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Company registration number: 04155659







ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE 52 WEEK PERIOD ENDED
1 JANUARY 2022


BLACKHAWK NETWORK EMEA LIMITED (FORMERLY HAWK INCENTIVES LIMITED)






































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BLACKHAWK NETWORK EMEA LIMITED
 


 
COMPANY INFORMATION


Directors
P Gurney 
M Howe 
K Richesson 
C Ronald 




Company secretary
M Wainhouse



Registered number
04155659



Registered office
Westside
London Road

Hemel Hempstead

Hertfordshire

HP3 9TD




Independent auditors
Menzies LLP
Chartered Accountants & Statutory Auditor

Lynton House

7-12 Tavistock Square

London

WC1H 9LT





 


BLACKHAWK NETWORK EMEA LIMITED
 



CONTENTS



Page
Strategic report
1 - 4
Directors' report
5 - 7
Directors' responsibilities statement
8
Independent auditors' report
9 - 12
Statement of comprehensive income
13
Statement of financial position
14 - 15
Statement of changes in equity
15
Notes to the financial statements
16 - 35


 


BLACKHAWK NETWORK EMEA LIMITED
 


 
STRATEGIC REPORT
FOR THE 52 WEEK PERIOD ENDED 1 JANUARY 2022

The Directors, in preparing this Strategic Report, have complied with s414C of the Companies Act 2006.
The 52 week ended 1 January 2022 is stated as 2021, whilst the 53 week ended 2 January 2021 is stated as 2020. All reference to years represents the years detailed here, unless otherwise noted.

Principal activities
 
The principle activity of the Company is the provision of employee, customer and channel engagement programmes and promotions. These services help our clients engage with their employees, channel partners, customers and prospects, to improve their business performance.

Principal risks and uncertainties
 
The Company's business does not expose it to any risks other than those associated with normal commercial trading. The Hawk Incentives Holdings Limited group, of which the Company is a part, performs a comprehensive review of risks each year across all businesses in the Group. Each business leader is involved in the review and tasked with identification of risks, actions to mitigate and implementing plans to address risks. The top five risks specific to the Company are identified below: 
 
Failure of our infrastructure may result in non-delivery of agreed services to clients resulting in loss of business, reputational damage and potential legal claims. The Company invests heavily in its IT infrastructure and employees to ensure this risk is mitigated. 
 
As part of the trading activities the Company receives money on behalf of clients. The Directors recognise that there are specific obligations when dealing money on behalf of third parties. 
 
Some of the products sold by the Company, in particular relating to certain employee benefits, are attractive to our clients and their employees because of the tax savings on offer. If the government were to change or remove these savings, this could result in a loss of business. To this end, the Group is always monitoring the legislative environment and works with government wherever possible.
 
Since Brexit, whilst the Company has incurred some additional compliance costs, there has not been a material impact to the Company’s trade performance owing to the majority of our supply chain being based in the UK. 
 
Similarly, there has been no impact on the Company’s trade performance or supply chain as a result of the Ukraine-Russian conflict. However, the rise in fuel prices has meant that the Group expects to see slight increases in energy and electricity costs. Although, this should not have a material impact on the profitability nor its Going Concern status. 
 
Through an assessment of the Company's operating cash position and its 2022 and 2023 trading pipeline, the
Directors consider the business to be in a strong position to face a new incentives environment following the easing of
national lockdowns. Our retailer partners and product offering are considered to cater well to the public’s demands,
with a broad offering in grocery channels (where the weighting of customer spending has increased) differentiating
us from our competitors. The Company has therefore not observed a materially adverse impact on its current ratio or cash position as a result of new spending behaviours after social distancing requirements were eased.
Adjusting the Company's cash flow forecasts for a reduction in gross profit and paying particular attention to the Company’s cost base, the Company’s amended forecasts show the Company maintaining a positive operating cash position under a stress test related scenario planning for a period at least 12 months for the date of this report.
At the end of 2021, the Company has operating cash balances of £32.5 million, the Company’s ratio of current assets to current liabilities was 1.18 and the Company has no external debt obligations. The Directors therefore consider the Company to have enough liquid reserves to cover its liabilities after allowing for potential reductions in trade for the next 12 months.
 


Page 1

 


BLACKHAWK NETWORK EMEA LIMITED
 



STRATEGIC REPORT (CONTINUED)
FOR THE 52 WEEK PERIOD ENDED 1 JANUARY 2022

Business Review
 
Turnover increased by 22.0% to £24.6 million; this was due to a continued shift in sales mix towards product sales and away from managed services, where some programmes came to an end. Gross profit increased by 23.4% to £19.9 million and gross profit margin stayed the same at 81%, also due to the change in mix. The Company made a significant £1.1m of internally developed software additions in the period to generate profit in future periods from new products and enhancements. The Directors believe that the implementation of these changes will position the business well for growth in future years.
Shareholder’s funds have decreased by £3.8 million to £17.9 million. Cash increased by £20.4m (41%) compared to the prior year driven by an increase in operating cash.

Key performance indicators
 
The following are our financial Key Performance Indicators:

1 January
2 January
2022
2021


 
Turnover (£'000)

24,610

20,169
 


 
Gross profit % of turnover

81

80
 

Directors' statement of compliance with duty to promote the success of the Company
We’ve outlined the below as part of the Company’s duty to promote the success of the company for the benefit of all stakeholders, under section 172(1) of the Companies Act (2006). In our continued efforts to uphold a high-quality standard of business across our product portfolio, we take considered action to ensure that stakeholders are informed and on board with our decisions.
Foster business relationships with suppliers, customers, and other stakeholders
Our customers
We take the utmost care to be transparent in all of our customer communications. We do not mislead or convey false information. We divide our cardholder communications between marketing and transactional, to ensure that customer preferences are adhered to. We tailor our offering and subsequent email communications to relevant, honest topics where we have a genuine belief (and resulting data) that our customers have an interest.
We monitor ‘NPS’ scores from our customers, in addition to various other KPIs for call handling, such as volume of calls answered within certain time frames and call abandon rates. We have produced documentation over the past year to assist our customers in their user journey of our products so as to provide a seamless and quality level of service.
Partners and suppliers
When managing and building relationships with our partners and suppliers, we maintain a vigorous auditing process that ensures we present ourselves at the expected standard. We provide robust compliance training for our employees, which results in positive partner and supplier management.
We work conscientiously with our partners to provide quality content to our customers, while keeping an open channel of communication to highlight issues or changes to service in good time. Our suppliers are trusted, compliant businesses who we audit on an annual basis. These audits allow us to remain in a position of trust with our customers and partners.

Page 2

 


BLACKHAWK NETWORK EMEA LIMITED
 



STRATEGIC REPORT (CONTINUED)
FOR THE 52 WEEK PERIOD ENDED 1 JANUARY 2022

Directors' statement of compliance with duty to promote the success of the Company (Continued)
 
Interests of employees
The interests of our employees are deep routed within everything we do at Blackhawk Network EMEA. We invest our time into regular employee briefings, so that all internal stakeholders feel informed as to company decisions and processes. We provide the opportunity for quarterly feedback via our ‘Listen Surveys’, of which the results are collated and acted upon. 
We also provide in depth compliance training such as anti-money laundering, code of business conduct and ethics, data privacy and information security. These trainings are mandatory once per 12-month period. 
Our review process, undertaken every 6 months, allows employees to envision a clear career progression and provides a forum for issues to be raised and dealt with professionally.
Act fairly as between members of the company
Blackhawk Network EMEA are dedicated to ensuring transparency in a fair and just manner between its members.
Maintain a reputation for high standards of business conduct
Our Board of Directors are experts in their field and can therefore make calculated decisions under pressure, to drive our business forward without compromising on the quality of our products, reputation or service. We are known within the payments industry as a compliant and well-managed organisation.
Impact of the operations on the community and the environment
In light of the marked concerns surrounding environmental health, there are a number of initiatives underway. We take into consideration all impact points along the production line and have minimised our emissions wherever possible.
In terms of our products, we have focused on driving forward digital-first options. Whilst physical rewards are available to our clients, we highlight the many benefits of utilising our technology, over printed form.
In relation to our workforce and offices, we employ the services of a waste removal company who sort our waste and ensure that as little as possible goes into landfill.
We encourage our staff to commute via a green method and reward those who choose to travel via bike, car-share or public transport. We have installed cycling facilities and provide employees with access to our Cyclescheme benefit whereby participants agree to use their bike for commuting purposes where possible. During 2022, we launched a new Green Car Benefit scheme for our employees, offering brand new, electric or hybrid vehicles as part of a salary sacrifice scheme, thereby encouraging the use of electric and hybrid vehicles where car transport is necessary. 
Additionally, we have invested in our headquarters to ensure that energy is consumed in a thoughtful way. 
We have built some strong relationships within our local and wider community. We have a ‘charity of the year’, with several hosted fundraising events for our employees to participate in. We also encourage our employees to invest their own time in volunteering roles, with 2 working days per year granted for community outreach, per employee.
We have raised multiple sums of money and donations of belongings for our local foodbank and many of our staff have participated in team volunteer days to collate and distribute donations at the shelter. Other teams have visited other local charities to help with ongoing projects.
 
Page 3

 


BLACKHAWK NETWORK EMEA LIMITED
 



STRATEGIC REPORT (CONTINUED)
FOR THE 52 WEEK PERIOD ENDED 1 JANUARY 2022


Likely consequence of any decision in the long term
Our Board of Directors consider the potential consequences of all decisions and appropriately weigh risk against each action. Regular reporting and a robust escalation process mean that the board remain fully informed at all times and are poised to take action if required. 


This report was approved by the board and signed on its behalf.



M Howe
Director

Date: 21 December 2022

Page 4

 


BLACKHAWK NETWORK EMEA LIMITED
 


 
DIRECTORS' REPORT
FOR THE 52 WEEK PERIOD ENDED 1 JANUARY 2022

The directors present their report and the financial statements for the 52 week period ended 1 January 2022.

The 52 week ended 1 January 2022 is stated as 2021, whilst the 53 week ended 2 January 2021 is stated as 2020. All reference to years represents the years detailed here, unless otherwise noted.
Details of activities and principal risks and uncertainties can be found in the Strategic Report on page 2 and form part of this report by cross-reference.

Results and dividends

The profit for the 52 week period, after taxation, amounted to £784k (2020 - loss £690k).

The Directors do not propose a dividend.

Directors

The directors who served during the 52 week period were:

P Gurney 
M Howe 
K Richesson 
C Ronald (appointed 1 April 2021) 

Going concern

After making enquiries, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Research and development activities

Investing in research and development programs delivers product innovation within the Company. Expenditure in 2021 on research and development amounted to £42k. (2020: £115k). This is in line with expectations.

Employee involvement

The team remains as committed and enthusiastic as always. The Company's profile allows it to attract and hire some of the best talent in the market place. The Board of Directors are committed to invest time and resources in our most valuable asset, our people.
The Company is ever mindful of the importance and value of its employees and ensures that employees are informed and involved regarding matters affecting them as employees and on the various factors affecting the performance of the Company.

Financial risk management

The Company is exposed to financial risk through its financial assets and liabilities. The key financial risk is that the proceeds from financial assets are not sufficient to fund the obligations arising from liabilities as they fall due.
 
The Company's principal financial assets are cash, trade debtors and balances due from other group companies. In order to manage third party credit risk the Company sets limits for customers based on a combination of payment history and third party credit references. Credit limits are reviewed by the credit controller on a regular basis in conjunction with debt ageing and collection history. 
The credit risk on cash balances is limited because the counterparties are banks with high credit ratings assigned by international credit rating agencies. 

Page 5

 


BLACKHAWK NETWORK EMEA LIMITED
 


 
DIRECTORS' REPORT (CONTINUED)
FOR THE 52 WEEK PERIOD ENDED 1 JANUARY 2022

Disabled employees

We strive to be a genuinely equal opportunities employer, judging applicants solely based on what they can contribute to our Company and how we can help them achieve their full potential. The same philosophy underpins their subsequent advancement and promotion. Consequently, we are able to promote the causes of disability and diversity to clients on the basis of solid experience rather than empty rhetoric. In the event of staff becoming disabled every effort is made to ensure that their employment with the Company continues and disabled applicants are welcome.

Modern Slavery Act

Blackhawk Network, of which the Company is a part, has published a Modern Slavery and Human Trafficking Statement on its UK corporate website www.blackhawknetworkeurope.com, in line with legislative requirements, and which applies to the Company.  

Qualifying third party indemnity provisions

The Company has granted an indemnity to one or more of its Directors against liability in respect of proceedings brought by third parties, subject to the conditions set out in Companies Act 2006. Such qualifying third party indemnity provisions remain in force as at the date of approving the Directors' Report. The maximum liability covered on behalf of Directors is approximately £36 million. This is a group-wide indemnity provision that benefits all Directors of all companies within the Blackhawk group.

Energy and carbon emissions

The Company’s energy and carbon emission form part of the Group’s disclosures and are contained in the consolidated financial statements of Hawk Incentives Holdings Limited.

Matters covered in the Strategic report

Disclosures on future developments have been included within the strategic report. 

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Post balance sheet events

During 2022 the Directors have made a strategic decision to combine various legal entities in the UK to simplify the Blackhawk group structure and reduce costs. It is anticipated that the trade of two subsidiaries which are part of the wider group, Blackhawk Network Europe Limited and Intelligent Card Solutions Limited, will be transferred to Blackhawk Network EMEA Limited on 1 January 2023. It is also anticipated that the trade and assets of Cyclescheme Limited (a fellow subsidiary in the Hawk Incentives Holdings Limited subgroup) will be transferred to Blackhawk Network EMEA Limited.

Page 6

 


BLACKHAWK NETWORK EMEA LIMITED
 


 
DIRECTORS' REPORT (CONTINUED)
FOR THE 52 WEEK PERIOD ENDED 1 JANUARY 2022


Auditors

The auditorsMenzies LLPwill 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.
 





M Howe
Director

Date: 21 December 2022

Page 7

 


BLACKHAWK NETWORK EMEA LIMITED
 


 
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE 52 WEEK PERIOD ENDED 1 JANUARY 2022

The directors are responsible for preparing the Strategic report, the Directors' report and the 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 101 ‘Reduced Disclosure Framework’. 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 of the profit or loss of the Company for that period.

 In preparing these financial statements, the directors are required to:

select suitable accounting policies and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The directors are 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 to enable them to ensure that the financial statements comply with the Companies Act 2006They are 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.

Page 8

 


BLACKHAWK NETWORK EMEA LIMITED
 

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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BLACKHAWK NETWORK EMEA LIMITED

Opinion


We have audited the financial statements of Blackhawk Network EMEA Limited (the 'Company') for the 52 week period ended 1 January 2022, which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of changes in equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 1 January 2022 and of its loss for the 52 week period then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


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 Company 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.


Conclusions relating to going concern


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 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.


Other information


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.


Page 9

 


BLACKHAWK NETWORK EMEA LIMITED


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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BLACKHAWK NETWORK EMEA LIMITED (CONTINUED)

Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the Strategic report and the Directors' report for the financial 52 week period for which the financial statements are prepared is consistent with the financial statements; and
the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors' report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 8, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.


Page 10

 


BLACKHAWK NETWORK EMEA LIMITED


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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BLACKHAWK NETWORK EMEA LIMITED (CONTINUED)

Auditors' responsibilities for the audit of the financial statements
 

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 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:

The Company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation. We determined that the following laws and regulations were most significant:

The Companies Act 2006;
Financial Reporting Standard 101;
UK employment legislation;
UK tax legislation;

We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.
 
We understood how the Company is complying with those legal and regulatory frameworks by making inquiries to management and those responsible for legal and compliance procedures.
 
The engagement partner assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations. He did not identify any issues in this area.

We assessed the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included:
 
Identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud;
Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;
Challenging assumptions and judgements made by management in its significant accounting estimates; and
Identifying and testing journal entries, in particular any journal entries posted outside of the normal working patterns of the accounts team, or with unusual descriptions or account combinations.

As a result of the above procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas:
The application of inappropriate judgements or estimation to manipulate the financial position in the calculation of the year end provisions;

The posting of unusual journals and complex transactions; or
The use of management override of controls to manipulate results.


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
Page 11

 


BLACKHAWK NETWORK EMEA LIMITED


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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BLACKHAWK NETWORK EMEA LIMITED (CONTINUED)

Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report.


Use of our report
 

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 2006Our 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.





Andrew Wooding FCA (Senior statutory auditor)
  
for and on behalf of
Menzies LLP
 
Chartered Accountants
Statutory Auditor
  
Lynton House
7-12 Tavistock Square
London
WC1H 9LT

21 December 2022
Page 12

 


BLACKHAWK NETWORK EMEA LIMITED
 


 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE 52 WEEK PERIOD ENDED 1 JANUARY 2022

52 week period ended
1 January
53 week period ended
2 January
2022
2021
Note
£000
£000

  

Turnover
 4 
24,610
20,169

Cost of sales
  
(4,664)
(4,011)

Gross profit
  
19,946
16,158

Administrative expenses
  
(24,530)
(21,592)

Other operating income
  
4,734
4,473

Operating profit/(loss)
 6 
150
(961)

Other income
  
-
377

Interest receivable
 10 
6
83

Finance cost
 11 
(281)
(312)

Loss before tax
  
(125)
(813)

Tax on loss
 12 
909
123

Profit/(loss) for the financial 52 week period
  
784
(690)

There was no other comprehensive income for the period ended 1 January  2022 (period ended 2 January 2021: £nil).

The notes on pages 16 to 35 form part of these financial statements.

Page 13

 


BLACKHAWK NETWORK EMEA LIMITED
REGISTERED NUMBER:04155659



STATEMENT OF FINANCIAL POSITION
AS AT 1 JANUARY 2022

1 January
2 January
2022
2021
Note
£000
£000

  

Fixed assets
  

Intangible assets
 14 
2,302
3,009

Tangible assets
 15 
7,245
8,348

  
9,547
11,357

Current assets
  

Stocks
 16 
2,854
2,932

Debtors: amounts falling due after more than one year
 17 
1,143
200

Debtors: amounts falling due within one year
 17 
20,003
45,575

Cash at bank and in hand
 18 
70,166
49,721

  
94,166
98,428

Creditors: amounts falling due within one year
 19 
(79,903)
(81,244)

Net current assets
  
 
 
14,263
 
 
17,184

Total assets less current liabilities
  
23,810
28,541

  

Creditors: amounts falling due after more than one year
 20 
(5,874)
(6,767)

  
17,936
21,774

  

  

Net assets
  
17,936
21,774


Capital and reserves
  

Called up share capital 
 24 
50
50

Profit and loss account
  
17,886
21,724

  
17,936
21,774


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


M Howe
Director

Date: 21 December 2022

The notes on pages 16 to 35 form part of these financial statements.

Page 14

 


BLACKHAWK NETWORK EMEA LIMITED
REGISTERED NUMBER:04155659



STATEMENT OF CHANGES IN EQUITY
FOR THE 52 WEEK PERIOD ENDED 1 JANUARY 2022


Called up share capital
Profit and loss account
Total equity

£000
£000
£000


At 1 December 2019
50
22,414
22,464



Loss for the period
-
(690)
(690)



At 3 January 2021
50
21,724
21,774



Profit for the 52 week period

-
784
784

Dividends: Equity capital
-
(4,622)
(4,622)


At 1 January 2022
50
17,886
17,936


The notes on pages 16 to 35 form part of these financial statements.

Page 15

 


BLACKHAWK NETWORK EMEA LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 52 WEEK PERIOD ENDED 1 JANUARY 2022

1.


General information

Blackhawk Network EMEA Limited (formerly Hawk Incentives Limited) is a private company limited by shares incorporated in the United Kingdom under the Companies Act 2006. The company is registered in England and Wales and the address of the registered office is disclosed on the company information page. 

2.Accounting policies

 
2.1

Basis of preparation of financial statements

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 101 'Reduced Disclosure Framework'  and the Companies Act 2006.

The 52 week ended 1 January 2022 is stated as 2021, whilst the 53 week ended 2 January 2021 is stated as 2020. All reference to years represents the years detailed here, unless otherwise noted.

The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 101 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions under FRS 101:
the requirements of paragraphs 45(b) and 46-52 of IFRS 2 Share-based payment
the requirements of IFRS 7 Financial Instruments: Disclosures
the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement
the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers
the requirement in paragraph 38 of IAS 1 'Presentation of Financial Statements' to present comparative information in respect of:
 - paragraph 79(a)(iv) of IAS 1;
 - paragraph 73(e) of IAS 16 Property, Plant and Equipment;
 - paragraph 118(e) of IAS 38 Intangible Assets;
the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements
the requirements of IAS 7 Statement of Cash Flows
the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors
the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures
the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member
the requirements of paragraphs 130(f)(ii), 130(f)(iii), 134(d)-134(f) and 135(c)-135(e) of IAS 36 Impairment of Assets.

This information is included in the consolidated financial statements of Hawk Incentives Holdings Limited as at 1 January 2022 and these financial statements may be obtained from Companies House, Crown Way, Maindy, Cardiff CF14 3UZ.

Page 16

 


BLACKHAWK NETWORK EMEA LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 52 WEEK PERIOD ENDED 1 JANUARY 2022

2.Accounting policies (continued)

 
2.3

Going concern

The Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future and there are no post balance sheet events which alter this view. The Directors have considered the future expected cash flow of the Company by adjusting the cash flow forecasts for a reduction in gross profit, with the amended cash flow forecasts showing a positive operating cash position under a stress tested related scenario planning for a period of at least one year from the signing of these financial statements. For this reason, they continue to adopt the going concern basis in preparing the financial statements. 

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

 
2.5

Revenue

Revenue is recognised to the extent that the Company obtains the right to consideration in exchange for its performance. Revenue is measured as the fair value of the consideration received, excluding discounts, rebates, value added tax and other sales taxes or duty. 
Revenue from reward and communication schemes is recorded across the period of the campaign. Revenue from the sales of goods and vouchers is recognised on dispatch of the goods and vouchers. 

 
2.6

Leases

Leases are recognised as a right-of-use asset and a corresponding liability at the date at which the lease asset is available for use by the Company. 
 
Assets and liabilities arising from a lease are initially measured on a present value basis. 
 
The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is the case for leases in the Company, the lessee's incremental borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset, in a similar economic environment, with similar terms, security and conditions. 
 
Lease payments are allocated between principal and finance cost. The finance cost is charged to the statement
Page 17

 


BLACKHAWK NETWORK EMEA LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 52 WEEK PERIOD ENDED 1 JANUARY 2022

2.Accounting policies (continued)


2.6
Leases (continued)

of comprehensive income over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. 
 
Right-of-use assets are measured at cost comprising the following:
The amount of the initial measure of lease liability;
Any lease payments made at or before the commencement date less any lease incentives received;
Any initial direct costs; and
Restoration costs. 
 
Right-of-use assets are generally depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis.
 
 
2.7

Research and development

Under IAS 38, research and development costs can be recognised as an intangible asset only if the following criteria are met:
 
It is probable that future economic benefits from the asset will flow to the entity; and 
The cost of the asset can be reliably measured.
 
When it is not possible to demonstrate if a product or service at the research stage will generate any probably future economic benefit, IAS 38 states that all expenditure incurred at the research stage should be written off to the statement of comprehensive income when incurred, and will never be capitalised as an intangible asset. 
 
However under IAS 38, an intangible asset from development must be capitalised only if it can be demonstrated that all of the following criteria are met:
 
The technical feasibility of completing the intangible asset (so that it will be available for use or sale);
Intention to complete and use or sell the asset;
Ability to use of sell the asset;
Existence of a market or, if to be used internally, the usefulness of the asset;
Availability of adequate technical, financial, and other resources to complete the asset; and
The cost of the asset can be measured reliably.
 
Where all these criteria are met, the Company will capitalise development costs as an intangible asset, which will be amortised over its useful life. 

 
2.8

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.

Page 18

 


BLACKHAWK NETWORK EMEA LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 52 WEEK PERIOD ENDED 1 JANUARY 2022

2.Accounting policies (continued)

 
2.9

Share based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
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 Company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

 
2.10

Current and deferred taxation

The tax expense for the 52 week period comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

 
2.11

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Software is amortised on a straight-line basis over a useful economic life of 36 months. 

Page 19

 


BLACKHAWK NETWORK EMEA LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 52 WEEK PERIOD ENDED 1 JANUARY 2022

2.Accounting policies (continued)

 
2.12

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

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:

Plant and machinery
-
3 years
Fixtures and fittings
-
5 to 12 years
Right-of-use asset
-
12 years

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.

 
2.13

Stocks

Vouchers and e-vouchers for resale are valued at the lower of cost and net realisable value. Cost is based on the cost of purchase on a first in, first out basis. Net realisable value is based on estimated selling price less any further costs expected to be incurred on disposal.


 
2.14

Financial instruments

The Company recognises financial instruments when it becomes a party to the contractual arrangements of the instrument. Financial instruments are de-recognised when they are discharged or when the contractual terms expire. The Company's accounting policies in respect of financial instruments transactions are explained below:

Financial assets and financial liabilities are initially measured at fair value. 

Financial assets

All recognised financial assets are subsequently measured in their entirety at either fair value or amortised cost, depending on the classification of the financial assets.

Debt instruments at amortised cost

Debt instruments are subsequently measured at amortised cost where they are financial assets held within a business model whose objective is to hold financial assets in order to collect contractual cash flows and selling the financial assets, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Amortised cost is calculated using the effective interest method and represents the amount measured at initial recognition less repayments of principal plus the cumulative amortisation using the effective interest method of any difference between the initial amount and the maturity amount, adjusted for any loss allowance.

The Company recognises a loss allowance for expected credit losses on investments in debt instruments that are measured at amortised or at FVOCI. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument.

Page 20

 


BLACKHAWK NETWORK EMEA LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 52 WEEK PERIOD ENDED 1 JANUARY 2022

2.Accounting policies (continued)


2.14
Financial instruments (continued)

Financial liabilities

At amortised cost

Financial liabilities which are neither contingent consideration of an acquirer in a business combination, held for trading, nor designated as at fair value through profit or loss are subsequently measured at amortised cost using the effective interest method. This is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or where appropriate a shorter period, to the amortised cost of a financial liability.

 
2.15

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

 
2.16

Unredeemed Hawk Select codes

Hawk Select codes ("Select codes") are reward products issued by the Company. The codes are a choice product which the holder can redeem for a gift card or voucher of their choice.
Unredeemed Select codes are stated in the statement of financial position at the face value of the codes outstanding. 
Select codes are held on the statement of financial position until their expiry date. 

Page 21

 


BLACKHAWK NETWORK EMEA LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 52 WEEK PERIOD ENDED 1 JANUARY 2022

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

In application of the Company's accounting policies, which are described in note 2, the Directors are required to make judgements, estimates and assumptions about the carrying amounts 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. 
Critical judgements in applying the Company's accounting policies
Presentation of revenue
A number of the Company's revenue streams involve the sale of third party products and content. The presentation of revenue as gross or net is dependent on the judgement of whether the Company is acting as the principal or agent in the transactions, and the judgement is based on a number of considerations under FRS 101. 
Each individual consideration can lead to a different conclusion on whether the Company is acting as principal or agent and a degree of judgement is therefore involved as whether, on balance, it is appropriate to present these revenue streams as gross or net.
Classification of sublease
The classification of the new sublease as an operating lease under IFRS 16 was a matter of judgement for management. This included consideration of whether the present value of lease payments amounted to a substantial sum of the fair value of the underlying asset. 
Key sources of estimation uncertainty
Recoverability of internally generated intangible assets
During the period, management assessed the recoverability of its intangible asset portfolio which is included in the statement of financial position at £2,302,000. Based on estimated future cash flow from the products concerned, management believes that the carrying value will be recovered in full, and this situation will be monitored closely. 
Expected credit losses
The Company applies the IFRS 9 simplified approach to measuring expected credit losses using a lifetime expected credit loss provision for trade debtors and contract assets. To measure expected credit losses on a collective basis, trade debtors and contract assets are grouped based on similar credit risk and ageing. The contract assets have similar risk characteristics to the trade debtors for similar types of contracts. 
The expected loss rates are based on the Company's historical credit losses. The historical loss rates are then adjusted for current and forward-looking information on macroeconomic factors affecting the Company's customers. 

Page 22

 


BLACKHAWK NETWORK EMEA LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 52 WEEK PERIOD ENDED 1 JANUARY 2022

4.


Turnover

An analysis of turnover by class of business is as follows:


52 week period ended
1 January
53 week period ended
2 January
2022
2021
£000
£000

Product sales
17,875
11,543

Services rendered
6,735
8,626

24,610
20,169


The total turnover of the Company for the period has been derived from customers based in the United Kingdom.


5.


Other operating income

52 week period ended
1 January
53 week period ended
2 January
2022
2021
£000
£000

Intercompany recharge of costs
3,860
4,263

Rental income
620
196

Royalty receivable
254
-

Non-interest operating income
-
14

4,734
4,473



6.


Operating profit/(loss)

The operating profit/(loss) is stated after charging:

52 week period ended
1 January
53 week period ended
2 January
2022
2021
£000
£000

Research & development charged as an expense
42
115

Exchange differences
15
(18)

Page 23

 


BLACKHAWK NETWORK EMEA LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 52 WEEK PERIOD ENDED 1 JANUARY 2022

7.


Auditors' remuneration

52 week period ended
1 January
53 week period ended
2 January
2022
2021
£000
£000


Fees payable to the Company's auditor for the audit of the Company's annual financial statements
23
27


The Company has taken advantage of the exemption not to disclose amounts paid for non audit services as these are disclosed in the group accounts of the parent Company.


8.


Employees

Staff costs, including directors' remuneration, were as follows:


52 week period ended
1 January
53 week period ended
2 January
2022
2021
£000
£000

Wages and salaries
12,532
11,002

Social security costs
1,459
1,329

Cost of defined contribution scheme
607
785

14,598
13,116


Above costs relate to charges through the income statement. Also included within staff expenses are £663,000 of costs which were capitalised to intangibles (2020: £1,005,000)
Wages and salaries includes a share options charge of £177,000 (2020: £356,000).

The average monthly number of employees, including the directors, during the 52 week period was as follows:


52 week period ended
       1 January
53 week period ended
       2 January
        2022
        2021
            No.
            No.







Business development
31
22



Customer service and operations
86
68



Functional specialist
120
115



Relationship manager
65
125

302
330

Page 24

 


BLACKHAWK NETWORK EMEA LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 52 WEEK PERIOD ENDED 1 JANUARY 2022

9.


Directors' remuneration

52 week period ended
1 January
53 week period ended
2 January
2022
2021
£000
£000

Directors' emoluments
242
77

Company contributions to defined contribution pension schemes
9
1

251
78


During the 52 week period retirement benefits were accruing to 1 director (2020 -1) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £242k (2020 -£77k).

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £9k (2020 -£1k).


10.


Interest receivable

52 week period ended
1 January
53 week period ended
2 January
2022
2021
£000
£000


Bank interest receivable
6
83

6
83


11.


Finance costs

52 week period ended
1 January
53 week period ended
2 January
2022
2021
£000
£000


Interest on lease liabilities
281
312

281
312

Page 25

 


BLACKHAWK NETWORK EMEA LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 52 WEEK PERIOD ENDED 1 JANUARY 2022

12.


Taxation


52 week period ended
1 January
53 week period ended
2 January
2022
2021
£000
£000

Corporation tax


Adjustments in respect of prior periods
34
(128)


Total current tax
34
(128)

Deferred tax


Origination and reversal of timing differences
(653)
19

Changes to tax rates
(274)
(14)

Adjustment in respect of prior periods
(16)
-

Total deferred tax
(943)
5


Taxation on loss on ordinary activities
(909)
(123)

Factors affecting tax charge for the 52 week period/period

The tax assessed for the 52 week period/period is lower than (2020 -higher than) the standard rate of corporation tax in the UK of 19% (2020 -19%). The differences are explained below:

52 week period ended
1 January
53 week period ended
2 January
2022
2021
£000
£000


Loss on ordinary activities before tax
(125)
(813)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2020 -19%)
(24)
(154)

Effects of:


Expenses not deductible for tax purposes
80
71

Adjustments to tax rates in respect of prior periods
(274)
(14)

Adjustment in respect of prior periods
18
(128)

Group relief claimed for nil consideration
126
102

Short-term timing difference leading to an increase (decrease) in taxation
(835)
-

Total tax charge for the 52 week period/period
(909)
(123)

Page 26

 


BLACKHAWK NETWORK EMEA LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 52 WEEK PERIOD ENDED 1 JANUARY 2022

13.


Dividends

1 January
2 January
2022
2021
£000
£000


Dividends
4,622
-

4,622
-


14.


Intangible assets






Purchased software
Internally developed software
Total

£000
£000
£000



Cost


At 3 January 2021
122
6,792
6,914


Additions
-
1,108
1,108


Disposals
-
(903)
(903)



At 1 January 2022

122
6,997
7,119



Amortisation


At 3 January 2021
122
3,783
3,905


Charge for the period
-
1,815
1,815


Disposals
-
(903)
(903)



At 1 January 2022

122
4,695
4,817



Net book value



At 1 January 2022
-
2,302
2,302



At 2 January 2021
-
3,009
3,009




Page 27

 


BLACKHAWK NETWORK EMEA LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 52 WEEK PERIOD ENDED 1 JANUARY 2022

15.


Tangible fixed assets







Right-of-use asset
Plant and machinery
Fixtures and fittings
Total

£000
£000
£000
£000



Cost or valuation


At 3 January 2021
9,090
138
2,630
11,858


Additions
-
421
-
421


Disposals
-
(11)
(195)
(206)



At 1 January 2022

9,090
548
2,435
12,073



Depreciation


At 3 January 2021
2,330
104
1,076
3,510


Charge for the period
-
207
335
542


Charge for the 52 week period on right-of-use assets
777
-
-
777


Disposals
-
(1)
-
(1)



At 1 January 2022

3,107
310
1,411
4,828



Net book value



At 1 January 2022
5,983
238
1,024
7,245



At 2 January 2021
6,760
34
1,554
8,348


The net book value of owned and leased assets included as "Tangible fixed assets" in the Statement of financial position is as follows:

1 January
2 January
2022
2021
£000
£000


Tangible fixed assets owned
1,262
1,588

Right-of-use tangible fixed assets
5,983
6,760

7,245
8,348

Page 28

 


BLACKHAWK NETWORK EMEA LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 52 WEEK PERIOD ENDED 1 JANUARY 2022

           15.Tangible fixed assets (continued)

Information about right-of-use assets is summarised below:

Net book value

1 January
2 January
2022
2021
£000
£000

Property
5,906
6,644

Plant and machinery
77
116

5,983
6,760

Depreciation charge for the 52 week period ended

1 January
2 January
2022
2021
£000
£000

Property
738
738

Plant and machinery
39
38

777
776


16.


Stocks

1 January
2 January
2022
2021
£000
£000

Vouchers held for sales
2,854
2,931

Amounts recoverable on contracts
-
1

2,854
2,932


The total amount recognised as an expense in the period ended 1 January 2022 in respect of items fulfilled from inventory was £3.2m (period end 2 January 2021: £2.9m).


The difference between purchase price or production cost of stocks and their replacement cost is not material.

Page 29

 


BLACKHAWK NETWORK EMEA LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 52 WEEK PERIOD ENDED 1 JANUARY 2022

17.


Debtors

1 January
2 January
2022
2021
£000
£000

Due after more than one year

Deferred tax asset
1,143
200

1,143
200


1 January
2 January
2022
2021
£000
£000

Due within one year

Trade debtors
13,434
16,414

Amounts owed by group undertakings
5,053
27,807

Other debtors
999
631

Prepayments and accrued income
486
668

Tax recoverable
31
55

20,003
45,575



18.


Cash and cash equivalents

1 January
2 January
2022
2021
£000
£000

Current accounts
32,490
5,834

Operationally ring-fenced accounts
37,676
43,887

70,166
49,721


Cash at bank and in hand includes amounts held in accounts that are operationally ring-fenced in order to make payments to childcare providers under the Company's care-4 scheme. The Company voluntarily undertakes this arrangement as we believe it is best practice, and complies with the code of practice of the Childcare Voucher Providers Association (CVPA), of which the Company is a founding member. The code highlights and establishes clear expectations for parents, carers, employers, and voucher providers. It is considered that whilst the cash is operationally ring-fenced, the offsetting requirements are not met under FRS 101. As such the cash balance and creditor balance are shown separately. 

Page 30

 


BLACKHAWK NETWORK EMEA LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 52 WEEK PERIOD ENDED 1 JANUARY 2022

19.


Creditors: Amounts falling due within one year

1 January
As restated
2 January
2022
2021
£000
£000

Trade creditors
6,635
6,813

Amounts owed to group undertakings
2,546
3,073

Other taxation and social security
916
619

Lease liabilities
893
861

Other creditors
38,416
44,587

Accruals and deferred income
30,497
25,291

79,903
81,244


The amounts owed to group undertakings are unsecured, repayable on demand and non-interest bearing. 
It was identified during the preparation of the financial statements that a balance relating to deferred income was incorrectly classified under trade creditors in the previous year, and £1,928k of trade creditors in the prior year was reclassified as deferred income.


20.


Creditors: Amounts falling due after more than one year

1 January
2 January
2022
2021
£000
£000

Lease liabilities
5,874
6,767

5,874
6,767


The aggregate amount of liabilities repayable wholly or in part more than five years after the reporting date is:

1 January
2 January
2022
2021
£000
£000

Lease liabilities

Lease liabilities >5 yrs (IFRS 16)
2,779
3,725

Total amounts due after more than five years
2,779
3,725

The lease liability will be paid in installments over the remaining lease term of 8 years. 

Page 31

 


BLACKHAWK NETWORK EMEA LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 52 WEEK PERIOD ENDED 1 JANUARY 2022

21.

Leases

Company as a lessee

The Company entered into a commercial lease on a property, which expires in the year ending 31 December 2029 and several other smaller plant and machinery leases which expire in 2022. 

Lease liabilities are due as follows:


1 January 2022
2 January 2021
£000
£000

Not later than one year
893
861

Between one year and five years
3,095
3,042

Later than five years
2,779
3,725

6,767
7,628


Contractual undiscounted cash flows are due as follows:


1 January 2022
2 January 2021
£000
£000

Not later than one year
1,142
1,142

Between one year and five years
3,790
3,850

Later than five years
2,976
4,057

7,908
9,049




The following amounts in respect of leases, where the Company is a lessee, have been recognised in profit or loss:


1 January 2022
2 January 2021
£000
£000

Interest expense on lease liabilities
281
312

Company as a lessor

The company has sublet part of its premises, and is due to receive the following amounts in respect of the sub-lease.

Page 32

 


BLACKHAWK NETWORK EMEA LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 52 WEEK PERIOD ENDED 1 JANUARY 2022

21.Leases (continued)

Operating leases

The following table summarises the undiscounted lease payments receivable after the reporting date.


1 January 2022
2 January 2021
£000
£000

Not later than one year
432
407

Between two and five years
848
1,206

Total undiscounted lease payments receivable
1,280
1,613


22.


Financial instruments

1 January
As restated 2 January
2022
2021
£000
£000

Financial assets


Financial assets that are debt instruments measured at amortised cost
89,652
98,324


Financial liabilities


Financial liabilities measured at amortised cost
(47,597)
(54,473)


Financial assets that are debt instruments measured at amortised cost comprise cash, trade debtors, other debtors and amounts owed by group undertakings.


Financial liabilities measured at amortised cost comprise trade creditors, other creditors and amounts owed to group undertakings.


23.


Deferred taxation






2022


£000






At beginning of year
200


Credited to profit or loss
943



At end of year
1,143

Page 33

 


BLACKHAWK NETWORK EMEA LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 52 WEEK PERIOD ENDED 1 JANUARY 2022
 
23.Deferred taxation (continued)

The deferred tax asset is made up as follows:

1 January
2 January
2022
2021
£000
£000


Accelerated capital allowances
99
102

Short term timing differences
116
98

Tax losses carried forward
928
-

1,143
200


24.


Share capital

1 January
2 January
2022
2021
£000
£000
Allotted, called up and fully paid



50,000 (2021 -50,000) Ordinary shares of £1.00 each
50
50

The Company has one class of ordinary shares, which carry no right to fixed income.
The retained earnings reserve represents cumulative profits or losses. 



25.


Share based payments

Certain of the Company's Directors and employees are participants in the 2018 Stock Incentive Plan of Blackhawk Network Inc. Under the terms of the 2018 Plan, Blackhawk Network Inc. may issue share options to eligible employees as a combination of Time-Vesting Post-Merger Options and Performance-Vesting Post-Merger Options. Grants received allow each grantee to purchase units of shares of the Class B common stock. The Time-Vesting Post-Merger Options vest and become exercisable over a four-year term based on continued service requirements. The vesting of Performance-Vesting Post-Merger Options is subject to achieving or exceeding pre-defined annual EBITDA targets for each of the fiscal years ended 2018 through 2022. Upon achievement of these specified targets each year, 20% of these options shall vest and become exercisable. If the targets are not satisfied in one fiscal year, the options shall vest in the next subsequent fiscal year if that year's targets are satisfied. 


26.


Pension commitments

The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension costs represents contributions payable by the Company to the fund and are disclosed in Employees note. There were contributions payable from the fund at the reporting date of £166k (2020: £177k).

Page 34

 


BLACKHAWK NETWORK EMEA LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 52 WEEK PERIOD ENDED 1 JANUARY 2022

27.


Related party transactions

The Company has taken advantage of the exemption from disclosing transactions with related parties that are wholly owned subsidiaries of the BHN Holdings, Inc. group.
There were no other related party transactions during the period. 


28.


Post balance sheet events

After the year end, on 21 November 2022, the entity changed its name from Hawk Incentives Limited to Blackhawk Network EMEA Limited.
During 2022 the Directors have made a strategic decision to combine various legal entities in the UK to simplify the Blackhawk group structure and reduce costs. It is anticipated that the trade of two subsidiaries which are part of the wider group, Blackhawk Network Europe Limited and Intelligent Card Solutions Limited, will be transferred to Blackhawk Network EMEA Limited on 1 January 2023. It is also anticipated that the trade and assets of Cyclescheme Limited (a fellow subsidiary in the Hawk Incentives Holdings Limited subgroup) will be transferred to Blackhawk Network EMEA Limited.


29.


Controlling party

The immediate parent company is Hawk Incentives Holdings Limited. Hawk Incentives Holdings Limited is the smallest group that the Company is consolidated into and is incorporated in the UK. Copies of Hawk Incentives Holdings Limited financial statements are available to the public at Companies House, Crown Way, Maindy, Cardiff CF14 3UZ.
As at 1 January 2022, the ultimate parent company is BHN Holdings, Inc. which is incorporated in the USA and whose registered office is 6220 Stoneridge Mall Rd, Pleasanton, CA 94588, USA. BHN Holdings, Inc. is majority owned by investment funds affiliated with Silver Lake Partners and investment funds affiliated with P2 Capital Partners. There is no individual who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, owns 25% or more of the equity interests of BHN Holdings, Inc. 

Page 35