Clckwrk Ltd - Period Ending 2020-12-31
Clckwrk Ltd - Period Ending 2020-12-31
Registration number:
Clckwrk Ltd
for the Year Ended 31 December 2020
Clckwrk Ltd
Contents
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Company Information |
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Strategic Report |
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Directors' Report |
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Statement of Directors' Responsibilities |
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Independent Auditor's Report |
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Consolidated Profit and Loss Account |
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Consolidated Statement of Comprehensive Income |
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Consolidated Balance Sheet |
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Balance Sheet |
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Consolidated Statement of Changes in Equity |
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Statement of Changes in Equity |
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Consolidated Statement of Cash Flows |
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Notes to the Financial Statements |
Clckwrk Ltd
Company Information
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Directors |
J Murphy R Brown J Ball M L Flerl III |
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Company secretary |
Business Control Limited |
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Registered office |
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Auditors |
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Clckwrk Ltd
Strategic Report for the Year Ended 31 December 2020
The directors present their strategic report for the year ended 31 December 2020.
Principal activity
The principal activity of the company and group is to supply infrastructure, application and cloud hosting services, together with the design and implementation of IT solutions and related consultancy.
Fair review of the business
The group is a leading provider of enterprise-class, cloud-enabling hosting, managed applications and hosting services.
The group works in many markets, focusing across a number of sectors, including financial services, retail, healthcare and pharmaceuticals, manufacturing and distribution, publishing, media services and software.
The group provides IT support across a highly resilient platform within its data centres and network infrastructure, supported by highly trained staff providing 24/7 support for the mission critical IT and e-commerce sectors.
On 31 December 2019, the company issued 450m £0.05 ordinary shares for £22.5m in exchange for shares in Interliant UK Holdings Limited, a fellow member of the group. This is the first set of consolidated financial statements following completion of the transaction. This group reconstruction has been accounted for using merger accounting and all comparative information has been restated as if the group had always existed in its current form.
Investments in technology continued as planned with just over £0.5m being spent across the year. In addition, a review of old and obsolete technological hardware was undertaken, resulting in assets with a historic cost of over £1.0m being disposed.
Cash reserves have dropped to £1.9m from £3.3m, which is a result of repaying intra-group liabilities. Overall net assets have increased to £6.9m, driven by profits reported across the group. Debtors have fallen slightly to £11.0m from £11.2m. Liabilities have fallen from £12.7m to £7.0m.
The group has a seen a fall in turnover by 12.9% (2019 - 4.5%) to £24.6m (2019 - £28.2m). Gross profit decreased by 4.5% (2019 - increased by 4.6%) to £17.0m (2019 - £17.7m). The uncertainty surrounding Brexit has resulted in lower growth than had been expected.
A pre-tax profit of £3.5m arose in the year compared to the pre-tax loss of £1.3m recorded in the previous year.
The decrease in turnover was as a result of a full year's impact of losing a customer in 2019. However this resulted in a significant decrease in costs.
During the year, we have continued to invest heavily in security and compliance by maintaining certification in ISO 27001, fully complying with GDPR and setting our internal standards for delegation of authority.
It is the group's policy to use certain Key Performance Indicators ("KPIs") to assess, plan and fulfill objectives. These KPIs include, but are not exclusive to, revenue growth by quarter and by year, strong and positive EBITDA, and continued positive net income. Other non-financial goals are also set for data centre usage performance, risk assessment policies and personnel performance goals.
Clckwrk Ltd
Strategic Report for the Year Ended 31 December 2020
The continual development of technical platforms and tight and reviewed cost controlling efforts within the group, continues to strengthen the finances and it is looking likely that we are anticipating that we will achieve another pre-tax profit in 2021.
Principal risks and uncertainties
The directors have considered the principal risks that the group faces and have addressed them as follows:
Outage risk
The principal risks facing the group include data centre outage and risk of terrorist attacks due to highly sensitive information being stored. These risks are well mitigated through client systems located in multiple, geographically diverse and highly secure buildings. The group also employs highly trained staff to ensure that the high technology equipment is kept up to date and products continue to be relevant to the target market sectors.
Currency risk
With the volatility of foreign exchange markets, it has been the group's policy to currency match whenever possible which has been a successful process.
Political risk
While the majority of the group’s customer base is in the UK, the group will continue to monitor the impact of the UK exiting the EU could have on its customers, who may trade with EU member states.
Credit risk
The group has sufficiently mitigated credit risk by performing credit checks on all customers that are taken on by the group.
Liquidity risk
The group controls and monitors its liquidity risk by maintaining high levels of cash reserves and currently operates at a liquidity ratio of 2.41 (2019 - 1.37).
Market and coronavirus "Covid-19" pandemic
The ongoing coronavirus "Covid-19" pandemic continues to impact on both the UK and global economies. The directors continue to review and stress test budgets and forecasts to help them assess the impact of the pandemic on the group.
Following a review of the group's performance to date in 2021, the directors do not believe that the group will suffer a decrease in revenue as a result of the coronavirus "Covid-19" pandemic.
The coronavirus "Covid-19" pandemic continues to have an impact on the markets in which the group operates. The directors have maintained measures like social distancing and other safe working practices to ensure the working environment is as safe as possible for business continuity. These are continually reviewed in light of the easing of restrictions that the UK Government is making as part of the roadmap out of the pandemic as well as the success of the vaccination programme in the UK. Combined with measures taken by the directors, this has ensured the group has sufficient working capital to operate for the foreseeable future and put it in a position to continue managing the impact of the coronavirus "Covid-19" pandemic that is likely to continue through the 2021 and 2022 financial years.
Clckwrk Ltd
Strategic Report for the Year Ended 31 December 2020
Outlook
The directors do not foresee any material changes in the principal activities and performance of the group. By managing costs in line with revenue, the directors are confident the group can continue to trade for the foreseeable future.
Approved by the
.........................................
Director
Clckwrk Ltd
Directors' Report for the Year Ended 31 December 2020
The directors present their report and the for the year ended 31 December 2020.
Directors of the group
The directors who held office during the year were as follows:
Future developments
The future plans of the group are to continue to expand upon our services offered, in particular cloud services along with Professional Services and focus on the mid-tier IT outsourcing market.
With the support of the ultimate parent company, Database Holdings, LP, the group is investing heavily in new platforms and infrastructure whilst controlling costs.
The group will see major acquisitions which will enhance the collective technical offering. We will see a continued overall increase in revenue growth expediting specialisms within our group.
Financial instruments
It is the group's policy to minimise the financial risks as much as possible and to that extent we base our forward-looking plans upon a cautious quarterly and annual forecasting of revenues and cash flows to highlight risks and solve prospective uncertainties. It is each entities goal within the corporate structure to be financially independent and to gear its decision making accordingly. However, corporate management are tasked with accessing financial risk and to approve all pricing strategies and funding requirements as necessary.
Disclosure of information to the auditor
Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.
Reappointment of auditors
The auditors, Milsted Langdon LLP, are deemed to be reappointed under section 487(2) of the Companies Act 2006.
Approved by the
.........................................
Director
Clckwrk Ltd
Statement of Directors' Responsibilities
The directors acknowledge their responsibilities for preparing the Annual 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 group and company and of the profit or loss of the group and company for that period. In preparing these financial statements, the directors are required to:
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select suitable accounting policies and apply them consistently; |
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make judgements and accounting estimates that are reasonable and prudent; |
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state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and |
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prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group and company's transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Clckwrk Ltd
Independent Auditor's Report to the Members of Clckwrk Ltd
Opinion
We have audited the financial statements of Clckwrk Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2020, which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and Notes to the Financial Statements, 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).
In our opinion the financial statements:
• | give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2020 and of the group's profit for the year 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 Auditor’s 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 UK, including the FRC’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 original financial statements were 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 directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. 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.
In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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.
Clckwrk Ltd
Independent Auditor's Report to the Members of Clckwrk Ltd
We have nothing to report in this regard.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
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the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
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the Strategic Report and 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 our 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 Strategic Report and the Directors' Report.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
• | adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
• | the parent company 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 Statement of Directors' Responsibilities set out on page 6, 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 group’s and the parent 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 group or the parent company or to cease operations, or have no realistic alternative but to do so.
Auditor’s 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 auditor’s 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.
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the audit engagement team:
Clckwrk Ltd
Independent Auditor's Report to the Members of Clckwrk Ltd
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obtained an understanding of the nature of the industry and sector, including the legal and regulatory framework that the parent company and group operates in and how the parent company and group is complying with the legal and regulatory framework; |
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inquired of management, and those charged with governance, about their own identification and assessment of the risks or irregularities, including known and actual, suspected or alleged instances of fraud; |
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discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and where the financial statements may be susceptible to fraud. |
However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity’s operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s 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 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 auditor’s 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
Freshford House
Bristol
BS1 6NL
Clckwrk Ltd
Consolidated Profit and Loss Account for the Year Ended 31 December 2020
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Note |
2020 |
2019 |
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Turnover |
|
|
|
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Cost of sales |
( |
( |
|
|
Gross profit |
|
|
|
|
Administrative expenses |
( |
( |
|
|
Other operating income |
- |
|
|
|
Operating profit/(loss) |
|
( |
|
|
Other interest receivable and similar income |
- |
|
|
|
Interest payable and similar expenses |
- |
( |
|
|
- |
(5,048) |
||
|
Profit/(loss) before tax |
|
( |
|
|
Tax on profit/(loss) |
- |
|
|
|
Profit/(loss) for the financial year |
|
( |
|
|
Profit/(loss) attributable to: |
|||
|
Owners of the company |
|
( |
The above results were derived from continuing operations.
Clckwrk Ltd
Consolidated Statement of Comprehensive Income for the Year Ended 31 December 2020
|
2020 |
2019 |
|
|
Profit/(loss) for the year |
|
( |
|
Unrealised loss due to reclassification adjustments adjusted in foreign exchange differences |
( |
( |
|
Total comprehensive income for the year |
|
( |
|
Total comprehensive income attributable to: |
||
|
Owners of the company |
|
( |
Clckwrk Ltd
(Registration number: 07548416)
Consolidated Balance Sheet as at 31 December 2020
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Note |
2020 |
2019 |
|
|
Fixed assets |
|||
|
Intangible assets |
|
|
|
|
Tangible assets |
|
|
|
|
|
|
||
|
Current assets |
|||
|
Debtors |
|
|
|
|
Cash at bank and in hand |
|
|
|
|
|
|
||
|
Creditors: Amounts falling due within one year |
( |
( |
|
|
Net current assets |
|
|
|
|
Total assets less current liabilities |
|
|
|
|
Creditors: Amounts falling due after more than one year |
( |
( |
|
|
Provisions for liabilities |
( |
( |
|
|
Net assets |
|
|
|
|
Capital and reserves |
|||
|
Called up share capital |
|
|
|
|
Share premium reserve |
|
|
|
|
Foreign currency translation reserve |
(41,737) |
(27,615) |
|
|
Merger reserve |
(22,348,356) |
(22,348,356) |
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|
Capital contribution reserve |
|
|
|
|
Profit and loss account |
( |
( |
|
|
Equity attributable to owners of the company |
|
|
|
|
Total equity |
|
|
Approved and authorised by the
.........................................
Director
Clckwrk Ltd
(Registration number: 07548416)
Balance Sheet as at 31 December 2020
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Note |
2020 |
(As restated) |
|
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Fixed assets |
|||
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Tangible assets |
|
|
|
|
Investments |
|
|
|
|
|
|
||
|
Current assets |
|||
|
Debtors |
|
|
|
|
Cash at bank and in hand |
|
|
|
|
|
|
||
|
Creditors: Amounts falling due within one year |
( |
( |
|
|
Net current assets |
|
|
|
|
Total assets less current liabilities |
|
|
|
|
Creditors: Amounts falling due after more than one year |
( |
( |
|
|
Provisions for liabilities |
( |
( |
|
|
Net assets |
|
|
|
|
Capital and reserves |
|||
|
Called up share capital |
|
|
|
|
Share premium reserve |
|
|
|
|
Profit and loss account |
|
|
|
|
Total equity |
|
|
The company made a profit after tax for the financial year of £80,418 (2019 - loss of £195,836).
Approved and authorised by the
.........................................
Director
Clckwrk Ltd
Consolidated Statement of Changes in Equity for the Year Ended 31 December 2020
Equity attributable to the parent company
|
Share capital |
Share premium |
Foreign currency translation |
Merger reserve |
Capital contribution reserve |
Profit and loss account |
Total |
Total equity |
|
|
At 1 January 2020 |
|
|
( |
( |
|
( |
|
|
|
Profit for the year |
- |
- |
- |
- |
- |
|
|
|
|
Other comprehensive income |
- |
- |
( |
- |
- |
- |
( |
( |
|
Total comprehensive income |
- |
- |
( |
- |
- |
|
|
|
|
At 31 December 2020 |
|
|
( |
( |
|
( |
|
|
|
Share capital |
Share premium |
Foreign currency translation |
Merger reserve |
Capital contribution reserve |
Profit and loss account |
Total |
Total equity |
|
|
At 1 January 2019 |
|
- |
( |
( |
|
( |
( |
( |
|
Loss for the year |
- |
- |
- |
- |
- |
( |
( |
( |
|
Other comprehensive income |
- |
- |
( |
- |
- |
- |
( |
( |
|
Total comprehensive income |
- |
- |
( |
- |
- |
( |
( |
( |
|
New share capital subscribed |
|
|
- |
- |
- |
- |
|
|
|
Capital contribution |
- |
- |
- |
- |
1,645,672 |
- |
1,645,672 |
1,645,672 |
|
At 31 December 2019 |
22,502,201 |
460,661 |
(27,615) |
(22,348,356) |
29,754,277 |
(26,941,891) |
3,399,277 |
3,399,277 |
Clckwrk Ltd
Statement of Changes in Equity for the Year Ended 31 December 2020
|
Share capital |
Share premium |
Profit and loss account |
Total |
|
|
At 1 January 2020 |
|
|
|
|
|
Profit for the year |
- |
- |
|
|
|
Total comprehensive income |
- |
- |
|
|
|
At 31 December 2020 |
|
|
|
|
|
Share capital |
Share premium |
Profit and loss account |
Total |
|
|
At 1 January 2019 |
|
- |
|
|
|
Loss for the year |
- |
- |
( |
( |
|
Total comprehensive income |
- |
- |
( |
( |
|
New share capital subscribed |
|
|
- |
|
|
At 31 December 2019 |
22,502,201 |
460,661 |
212,604 |
23,175,466 |
Clckwrk Ltd
Consolidated Statement of Cash Flows for the Year Ended 31 December 2020
|
Note |
2020 |
2019 |
|
|
Cash flows from operating activities |
|||
|
Profit/(loss) for the year |
|
( |
|
|
Adjustments to cash flows from non-cash items |
|||
|
Depreciation and amortisation |
|
|
|
|
Loss/(profit) on disposal of tangible assets |
|
( |
|
|
Finance income |
- |
( |
|
|
Finance costs |
- |
|
|
|
Corporation tax expense |
- |
( |
|
|
Foreign exchange (gains) / losses |
|
|
|
|
|
|
||
|
Working capital adjustments |
|||
|
Decrease in debtors |
|
|
|
|
Decrease in creditors |
( |
( |
|
|
Cash generated from operations |
( |
( |
|
|
Income taxes paid |
- |
( |
|
|
Net cash flow from operating activities |
( |
( |
|
|
Cash flows from investing activities |
|||
|
Interest received |
- |
|
|
|
Acquisitions of tangible assets |
( |
( |
|
|
Proceeds from sale of tangible assets |
- |
|
|
|
Acquisition of intangible assets |
( |
- |
|
|
Net cash flows from investing activities |
( |
( |
|
|
Cash flows from financing activities |
|||
|
Interest paid |
- |
( |
|
|
Foreign currency (gains)/losses |
(38,677) |
(246,539) |
|
|
Proceeds from issue of ordinary shares, net of issue costs |
- |
|
|
|
Proceeds from capital contribution |
- |
1,645,672 |
|
|
Repayment of other borrowing |
- |
( |
|
|
Net cash flows from financing activities |
( |
|
|
|
Net (decrease)/increase in cash and cash equivalents |
( |
|
|
|
Unrealised loss due to reclassification adjustment adjusted in foreign exchange differences |
(14,122) |
(27,377) |
|
|
Cash and cash equivalents at 1 January |
|
|
|
|
Cash and cash equivalents at 31 December |
1,858,835 |
3,340,541 |
|
Clckwrk Ltd
Consolidated Statement of Cash Flows for the Year Ended 31 December 2020
The company is a qualifying entity for the purpose of FRS 102 and has elected to take the exemption under FRS 102 paragraph 1.12 (b) not to present the company statement of cash flows.
Clckwrk Ltd
Notes to the Financial Statements for the Year Ended 31 December 2020
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General information |
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
These financial statements were authorised for issue by the
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Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.
Basis of preparation
These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
The financial annual accounts are prepared in sterling, which is the functional currency of the company, and rounded to the nearest £.
Group reconstruction
Clckwrk Ltd
Notes to the Financial Statements for the Year Ended 31 December 2020
Shares were issued on 31 December 2019 to effect a group reconstruction of Interliant UK Holdings Limited and its subsidiary company, Navisite Europe Limited. Under the group reconstruction, Clckwrk Limited acquired the entire issued share capital of Interliant UK Holdings Limited, in exchange for shares in Clckwrk Limited in the same proportion to the existing shareholdings in Interliant UK Holdings Limited.
The results of these transactions is a merger of all entities previously under common control with the same ultimate controlling party and the equity interests of the owners remaining the same.
The group reconstruction has been accounted for using merger accounting with the consolidated results and cash flows of the entities being included from the start of the financial period and all comparative information has been restated as if the group had always existed in its current form.
The directors consider that the group reconstruction met the requirements for merger accounting and in adopting this approach correctly disclosed the substance of the transaction. As such, true and fair override has been enacted in accordance with FRS 102 to presenting these financial statements using merger accounting.
Where merger accounting has been used, the acquired entities' assets and liabilities are not adjusted to fair value so no new goodwill arises and the entities' assets and liabilities are brought in at the amounts at which the entities recorded them in their books before the combination.
The differences between the nominal value of the shares issued plus the fair value of any other consideration given and the nominal value of the shares received in exchange is shown as a movement in other reserves.
Any existing balances on share premium account of the new subsidiary are brought in against other reserves. These movememts are shown in the statement of changes in equity.
Any merger expenses are not shown against other reserves but are charged to the combined entities' profit and loss account in the consolidation.
Under merger accounting, the combined entities' results and financial positions are shown in the consolidated financial statements as if they had always been combined and the comparative numbers in the consolidation reflect this.
This presentation is considered appropriate despite the new legal structure and recognises the fact that notwithstanding the incorporation of the new holding company, and the transfer of shareholder's interest to that new company there has been no change in the substance of the shareholder's investment.
The ultimate shareholders of the parent and its subsidiaries remains the same and their rights relative to each other are unchanged. No minority's interest in the net assets of the group is altered by the transfer of shareholdings and reconstruction of the group.
Clckwrk Ltd
Notes to the Financial Statements for the Year Ended 31 December 2020
Basis of consolidation
The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 December 2020.
A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.
Going concern
The group has reported a profit for the financial year of £3,511,771 (2019 - loss for the financial year of £1,260,130) and the balance sheet shows net assets of £6,896,926. On the basis of the directors' assessment of the parent company and group's financial position and enquires made of the executive management of Navisite LLC and Database Holdings Inc., including their indication of continued support of the company for a period of at least 12 months from the date of approval of these financial statements, the directors have a reasonable expectation that the parent company and group will be able to continue in operational existence for the foreseeable future. On this basis, the going concern basis of accounting in preparing the financial statements continues to be adopted.
The ongoing Coronavirus "Covid-19" pandemic across the world continues to impact on the group’s trading outlook. Although the Coronavirus "Covid-19" pandemic is expected to have an impact on trading performance in the year ended 31 December 2021, the directors do not consider that this will significantly impact the group’s ability to continue as a going concern. Given the continued support of the shareholders and ultimate parent company, the directors have concluded that the group has adequate resources in place to continue trading for the foreseeable future, being twelve months from the date of approval of the financial statements.
Clckwrk Ltd
Notes to the Financial Statements for the Year Ended 31 December 2020
Prior period errors
In the company balance sheet at 31 December 2019, the proceeds of the share issue were shown as an intercompany loan. Following the completion of certain documentation, this has been restated to show the proceeds within investments to recognise the consideration for the shares in Interliant UK Holdings Limited.
Key sources of estimation uncertainty
In the application of the group's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
The group recognises deferred income on the basis of income billed in advance for future periods. The estimation and judgement that directors make in recognising deferred income are based on contracted amounts and any other factors that are considered to be relevant..
Clckwrk Ltd
Notes to the Financial Statements for the Year Ended 31 December 2020
Revenue recognition
The group recognises the revenue for services provided to customers from agreed contracts over the term of the contract, net of value added tax.
The group recognises revenue when:
- the amount of revenue can be reliably measured;
- it is probable that future economic benefits will flow to the entity; and
- specific criteria have been met for each of the group's activities.
Finance income and costs policy
Interest income and expenses are recognised using the effective interest rate method.
Foreign currency transactions and balances
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
Tax
The tax expense for the period comprises current tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
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 group operates and generates taxable income.
Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the consolidated financial statements.
Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.
Tangible assets
Tangible assets are stated in the Balance Sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
|
Asset class |
Depreciation method and rate |
|
Long leasehold improvements |
20% straight line over the term of the lease and 21% straight line |
Clckwrk Ltd
Notes to the Financial Statements for the Year Ended 31 December 2020
|
Furniture, fittings & office equipment |
20% - 33% straight line |
|
Computer hardware |
33.33% straight line |
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Intangible assets
Intangible assets are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Amortisation
|
Asset class |
Amortisation method and rate |
|
Computer software |
33.33% straight line |
Business combinations
Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.
Investments
Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
Clckwrk Ltd
Notes to the Financial Statements for the Year Ended 31 December 2020
Debtors
Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the receivables.
Creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.
Leases
Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Dividends
Dividend distribution to the company’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
|
Turnover |
The analysis of the group's turnover for the year from continuing operations is as follows:
|
2020 |
2019 |
|
|
Rendering of services |
|
|
Clckwrk Ltd
Notes to the Financial Statements for the Year Ended 31 December 2020
The analysis of the group's turnover for the year by market is as follows:
|
2020 |
2019 |
|
|
UK |
|
|
|
Europe |
|
|
|
Rest of world |
|
|
|
|
|
|
Other operating income |
The analysis of the group's other operating income for the year is as follows:
|
2020 |
2019 |
|
|
Miscellaneous other operating income |
- |
|
|
Other gains and losses |
The analysis of the group's other gains and losses for the year is as follows:
|
2020 |
2019 |
|
|
Gain/(loss) on disposal of property, plant and equipment |
( |
|
|
Operating profit/(loss) |
Arrived at after charging/(crediting):
|
2020 |
2019 |
|
|
Depreciation expense |
|
|
|
Foreign exchange losses |
|
|
|
Amortisation expense |
|
|
|
Definedcontribution cost - pensions |
198,600 |
232,881 |
|
Operating lease expense - property |
|
|
|
Loss/(profit) on disposal of property, plant and equipment |
|
( |
|
Other interest receivable and similar income |
|
2020 |
2019 |
|
|
Interest income on bank deposits |
- |
|
|
Other finance income |
- |
|
|
- |
|
Clckwrk Ltd
Notes to the Financial Statements for the Year Ended 31 December 2020
|
Interest payable and similar expenses |
|
2020 |
2019 |
|
|
Interest expense on other finance liabilities |
- |
|
|
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
|
2020 |
2019 |
|
|
Wages and salaries |
|
|
|
Social security costs |
|
|
|
Pension costs, defined contribution scheme |
|
|
|
Other employee expense |
|
|
|
|
|
The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:
|
2020 |
2019 |
|
|
Sales, marketing, HR and UK service delivery |
|
|
|
|
|
|
Directors' remuneration |
The directors' remuneration for the year was as follows:
|
2020 |
2019 |
|
|
Remuneration |
|
|
|
Contributions paid to money purchase schemes |
|
|
|
293,380 |
232,897 |
During the year the number of directors who were receiving benefits and share incentives was as follows:
|
2020 |
2019 |
|
|
Received or were entitled to receive shares under long term incentive schemes |
|
|
Clckwrk Ltd
Notes to the Financial Statements for the Year Ended 31 December 2020
In respect of the highest paid director:
|
2020 |
2019 |
|
|
Remuneration |
|
|
|
Company contributions to money purchase pension schemes |
|
|
|
Auditors' remuneration |
|
2020 |
2019 |
|
|
Audit of these financial statements |
39,500 |
14,191 |
|
Other fees to auditors |
||
|
Taxation compliance services |
|
|
|
All other non-audit services |
|
|
|
|
|
|
Taxation |
Tax charged/(credited) in the profit and loss account:
|
2020 |
2019 |
|
|
Current taxation |
||
|
UK corporation tax |
- |
( |
The tax on profit before tax for the year is lower than the standard rate of corporation tax in the UK (2019 - higher than the standard rate of corporation tax in the UK) of
The differences are reconciled below:
|
2020 |
2019 |
|
|
Profit/(loss) before tax |
|
( |
|
Corporation tax at standard rate |
|
( |
|
Effect of expense not deductible in determining taxable profit (tax loss) |
|
( |
|
Effect of tax losses |
- |
( |
|
Increase from effect of changes in UK tax rates |
|
- |
|
Decrease in UK and foreign current tax from unrecognised tax loss or credit |
( |
- |
|
Deferred tax (credit)/expense from unrecognised tax loss or credit |
( |
|
|
Tax decrease from effect of capital allowances and depreciation |
( |
- |
|
Total tax credit |
- |
( |
Clckwrk Ltd
Notes to the Financial Statements for the Year Ended 31 December 2020
Deferred tax
Group
Deferred tax assets and liabilities
|
2020 |
Liability |
|
Accelerated capital allowances |
|
|
2019 |
Liability |
|
Accelerated capital allowances |
|
Company
Deferred tax assets and liabilities
|
2020 |
Liability |
|
Accelerated capital allowances |
|
|
2019 |
Liability |
|
Accelerated capital allowances |
|
The group has estimated tax losses of £13,465,385 (2019 - £15,434,524) available to carry forward against future trading profits. There is an unprovided deferred tax asset of £4,244,173 (2019 - £4,394,902). The asset has not been recognised due to uncertainty regarding the timing of future profits.
Deferred taxes at the balance sheet date have been measured using these enacted tax rates at that date.
Clckwrk Ltd
Notes to the Financial Statements for the Year Ended 31 December 2020
|
Intangible assets |
Group
|
Computer software |
Total |
|
|
Cost or valuation |
||
|
At 1 January 2020 |
|
|
|
Additions acquired separately |
|
|
|
Disposals |
( |
( |
|
At 31 December 2020 |
|
|
|
Amortisation |
||
|
At 1 January 2020 |
|
|
|
Amortisation charge |
|
|
|
Amortisation eliminated on disposals |
( |
( |
|
At 31 December 2020 |
|
|
|
Carrying amount |
||
|
At 31 December 2020 |
|
|
|
At 31 December 2019 |
|
|
Clckwrk Ltd
Notes to the Financial Statements for the Year Ended 31 December 2020
|
Tangible assets |
Group
|
Long leasehold improvements |
Furniture, fittings & office equipment |
Computer hardware |
Total |
|
|
Cost or valuation |
||||
|
At 1 January 2020 |
|
|
|
|
|
Additions |
- |
|
|
|
|
Disposals |
- |
- |
( |
( |
|
At 31 December 2020 |
|
|
|
|
|
Depreciation |
||||
|
At 1 January 2020 |
|
|
|
|
|
Charge for the year |
|
|
|
|
|
Eliminated on disposal |
- |
- |
( |
( |
|
At 31 December 2020 |
|
|
|
|
|
Carrying amount |
||||
|
At 31 December 2020 |
|
|
|
|
|
At 31 December 2019 |
|
|
|
|
Included within the net book value of land and buildings above is £85,257 (2019 - £181,489) in respect of long leasehold land and buildings.
Clckwrk Ltd
Notes to the Financial Statements for the Year Ended 31 December 2020
Company
|
Long leasehold improvements |
Furniture, fittings & office equipment |
Total |
|
|
Cost or valuation |
|||
|
At 1 January 2020 |
|
|
|
|
At 31 December 2020 |
|
|
|
|
Depreciation |
|||
|
At 1 January 2020 |
|
|
|
|
Charge for the year |
|
|
|
|
At 31 December 2020 |
|
|
|
|
Carrying amount |
|||
|
At 31 December 2020 |
|
|
|
|
At 31 December 2019 |
|
|
|
Included within the net book value of land and buildings above is £13,141 (2019 - £18,249) in respect of long leasehold land and buildings.
|
Investments |
Company
|
2020 |
(As restated) |
|
|
Investments in subsidiaries |
|
|
|
Subsidiaries |
£ |
|
Cost or valuation |
|
|
At 1 January 2020 and 31 December 2020 |
|
|
Provision |
|
|
At 1 January 2020 and 31 December 2020 |
|
|
Carrying amount |
|
|
At 31 December 2020 |
|
|
At 31 December 2019 |
|
Clckwrk Ltd
Notes to the Financial Statements for the Year Ended 31 December 2020
Details of undertakings
Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
|
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
||||
|
2020 |
2019 |
||||||
|
Subsidiary undertakings |
|||||||
|
|
155 Federal Street, Suite 700, Boston, Massachusetts 02110 United States of America |
|
|
|
|||
|
|
Business Control Ltd, Red Lion Yard, Frome Road, Bath, BA2 2PP England and Wales |
|
|
|
|||
|
|
Business Control Ltd, Red Lion Yard, Frome Road, Bath, BA2 2PP England and Wales |
|
|
|
|||
Subsidiary undertakings
Clckwrk Inc.
The principal activity of Clckwrk Inc. is information technology consultancy services. The profit for the financial period of Clckwrk Inc. was £293,995 and the aggregate amount of capital and reserves at the end of the period was £1,025,529.
Interliant UK Holdings Limited
The principal activity of Interliant UK Holdings Limited is a dormant intermediate parent company. The profit for the financial period of Interliant UK Holdings Limited was £Nil and the aggregate amount of capital and reserves at the end of the period was £(1,000).
Navisite Europe Limited
The principal activity of Navisite Europe Limited is to supply infrastructure, application and cloud hosting services, together with the design and implementation of IT solutions and related consultancy. The profit for the financial period of Navisite Europe Limited was £3,154,192 and the aggregate amount of capital and reserves at the end of the period was £5,133,354.
Clckwrk Ltd
Notes to the Financial Statements for the Year Ended 31 December 2020
|
Business combinations |
Group reconstruction
The names of the combining entities in the group reconstruction are Clckwrk Limited, Interliant UK Holdings Limited and its subsidiary, Navisite Europe Limited. The combination was accounted for as a merger. The date of the combination was 31 December 2019. The adjustment made to the consolidation reserves was £1,978,162 in respect of the consideration for the acquisition.
The controlling party of this undertaking is Clckwrk Limited.
|
Debtors |
|
Group |
Company |
||||
|
Note |
2020 |
2019 |
2020 |
(As restated) |
|
|
Trade debtors |
|
|
|
|
|
|
Amounts owed by related parties |
|
|
- |
- |
|
|
Other debtors |
|
|
|
|
|
|
Prepayments |
|
|
|
|
|
|
Accrued income |
|
|
|
|
|
|
Income tax asset |
|
|
|
|
|
|
|
|
|
|
||
|
Cash and cash equivalents |
|
Group |
Company |
|||
|
2020 |
2019 |
2020 |
2019 |
|
|
Cash at bank |
|
|
|
|
Clckwrk Ltd
Notes to the Financial Statements for the Year Ended 31 December 2020
|
Creditors |
|
Group |
Company |
||||
|
Note |
2020 |
2019 |
2020 |
2019 |
|
|
Due within one year |
|||||
|
Trade creditors |
|
|
|
|
|
|
Amounts due to related parties |
|
|
|
|
|
|
Social security and other taxes |
|
|
- |
|
|
|
Other creditors |
|
|
- |
|
|
|
Accruals and deferred income |
|
|
|
|
|
|
|
|
|
|
||
|
Due after one year |
|||||
|
Accruals and deferred income |
|
|
|
|
|
|
Pension and other schemes |
Defined contribution pension scheme
The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £
|
Share capital |
Allotted, called up and fully paid shares
|
2020 |
2019 |
|||
|
No. |
£ |
No. |
£ |
|
|
|
|
22,502,201 |
|
22,502,201 |
On 11 February 2019, 4,025 ordinary shares of £0.05 were issued at a premium of £114.45 per share.
On 31 December 2019, 450,000,000 ordinary shares of £0.05 were issued at par.
|
Reserves |
Group
Share premium
This represents the excess of the proceeds over the par value of shares issued less any directly attributable transaction costs.
Clckwrk Ltd
Notes to the Financial Statements for the Year Ended 31 December 2020
Foreign currency translation reserve
This represents foreign exchange differences arising from the translation of the net assets of the group’s foreign operations from their functional currency into the group’s functional currency, being sterling, including the translation of the profits and losses of such operations from the average rate for the year to the closing rate at the balance sheet date.
Merger reserves
Arising on consolidation under merger accounting, this reserve represents the difference between the par value of shares issued plus the fair value of any consideration given and the nominal value of shares received in exchange net of any share premium reserves in subsidiaries.
Capital contribution reserve
This represents cash injections from other group companies.
Profit and loss account
This represents accumulated profits net of any distributions to shareholders.
|
Obligations under leases and hire purchase contracts |
Group
Operating leases
The total of future minimum lease payments is as follows:
|
2020 |
2019 |
|
|
Not later than one year |
|
|
|
Later than one year and not later than five years |
|
|
|
Later than five years |
|
|
|
|
|
The amount of non-cancellable operating lease payments recognised as an expense during the year was £
Company
Operating leases
The total of future minimum lease payments is as follows:
|
2020 |
2019 |
|
|
Not later than one year |
|
|
|
Later than one year and not later than five years |
- |
|
|
|
|
The amount of non-cancellable operating lease payments recognised as an expense during the year was £
Clckwrk Ltd
Notes to the Financial Statements for the Year Ended 31 December 2020
|
Analysis of changes in net debt |
Group
|
At 1 January 2020 |
Financing cash flows |
At 31 December 2020 |
|
|
Cash and cash equivalents |
|||
|
Cash |
3,340,541 |
(1,481,706) |
1,858,835 |
|
|
( |
|
|
Company
|
At 1 January 2020 |
Financing cash flows |
At 31 December 2020 |
|
|
Cash and cash equivalents |
|||
|
Cash |
183,969 |
118,516 |
302,485 |
|
|
|
|
|
|
Related party transactions |
Group
The group has taken advantage of the exemptions in Financial Reporting Standard 102 Section 33 and has not disclosed transactions between wholly owned members of the same group.
Company
The company has taken advantage of the exemptions in Financial Reporting Standard 102 Section 33 and has not disclosed transactions between wholly owned members of the same group.
|
Financial instruments |
Group
Categorisation of financial instruments
|
2020 |
2019 |
|
|
Financial assets measured at fair value through profit or loss |
|
|
|
Financial liabilities measured at fair value through profit or loss |
( |
( |
Clckwrk Ltd
Notes to the Financial Statements for the Year Ended 31 December 2020
Company
Categorisation of financial instruments
|
2020 |
2019 |
|
|
Financial assets measured at fair value through profit or loss |
|
|
|
Financial liabilities measured at fair value through profit or loss |
( |
( |
|
Parent and ultimate parent undertaking |
The ultimate parent is
The ultimate controlling party is