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Registered number: 08309095 (England and Wales)
TAPDAQ LIMITED
DIRECTOR'S REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
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COMPANY INFORMATION
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J B Drobick (resigned 5 April 2022)
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Oakwood Corporate Secretary Limited
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ZEDRA Corporate Reporting Services (UK) Limited
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CONTENTS
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Statement of Changes in Equity
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Notes to the Financial Statements
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TAPDAQ LIMITED
REGISTERED NUMBER:08309095
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BALANCE SHEET
AS AT 31 DECEMBER 2021
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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TAPDAQ LIMITED
REGISTERED NUMBER:08309095
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BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2021
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Capital contribution reserve
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The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 4 to 10 form part of these financial statements.
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STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2021
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Capital contribution reserve
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Comprehensive income for the year
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Comprehensive income for the year
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
1.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The following principal accounting policies have been applied:
The Company is in a net liability position of £4,816,782, primarily as the result of an intercompany loan of £5,900,00 due to its parent company, Tapjoy Inc. This balance is due on demand, however, Tapjoy, Inc. have confirmed that they do not expect to receive repayment until the Company has sufficient profits available to do so.
As detailed in note 10, the parent company was acquired in January 2022 by ironSource Ltd. Discussions are ongoing regarding the future plans of the Company. However, these are not expected to change in the immediate future. The Company has received written confirmation from its parent company, Tapjoy, Inc., that it will continue to provide financial support to the Company for a period of at least 12 months from the date of signing these financial statements. For this reason, the director continues to adopt the going concern basis in preparing the financial statements.
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the
Company and the revenue can be reliably measured. Turnover is measured as the fair value of the
consideration received or receivable, excluding discounts, rebates, value added tax and other sales
taxes.
Rendering of services
The Company generates turnover from commissions earned on customer's marketing activity. Fees
are generated on a 'per advert' basis.
Turnover is also generated on a cost plus 7% basis in line with the intercompany service agreement with the parent company.
Turnover is recognised when all of the following conditions are satisfied:
∙the amount of turnover can be measured reliably;
∙it is probable that the Company will receive the consideration due under the contract;
∙the costs incurred under the intercompany service agreement can be measured reliably.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
1.Accounting policies (continued)
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Operating leases: the Company as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
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Foreign currency translation
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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
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 Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
1.Accounting policies (continued)
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 Balance Sheet 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
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 balance sheet date in the countries where the Company operates and generates income.
In the research phase of an internal project it is not possobe to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight line basis over their useful economic lives.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
1.Accounting policies (continued)
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Tangible fixed assets (continued)
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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:
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Short-term leasehold property
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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.
Share premium account represents the excess of the issue price over the par value on shares issued less transaction costs arising on issue.
Rental costs are recharged from a group company for the joint use of an office space. Costs are recognised in the period they are incurred.
Other operating income are refunds received from suppliers. Income is recognised in the period the refund is received
Short term debtors are measured at transaction price, less any impairment. Amounts owed by group undertakings are intercompany loans measured at cost. These loans are unsecured, interest free and repayable on demand.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions.
Short term creditors are measured at the transaction price. Amounts owed to group undertakings are intercompany loans measured at cost. These loans are unsecured, interest free and repayable on demand.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
The auditors' report on the financial statements for the year ended 31 December 2021 was unqualified.
The audit report was signed on 5 April 2022 by Nick Whitehead FCCA (Senior Statutory Auditor) on behalf of ZEDRA Corporate Reporting Services (UK) Limited.
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The average monthly number of employees, including directors, during the year was 11 (2020 - 11).
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Short-term leasehold property
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Charge for the year on owned assets
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
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Amounts owed by group undertakings
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Prepayments and accrued income
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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Capital contribution reserve
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Certain employees of the Company along with other group employees have been granted options over shares in Tapjoy, Inc. The options are granted at an independently determined fair value.
Vesting conditions for these options are as follows:
∙25% of the options vest one year after the vesting commencement date and then monthly for three
years thereafter.
An expense equivalent to the fair value of the share options granted is recognised evenly over the vesting period with a corresponding amount being recognised within the capital contribution reserve. The share based payment for the year was £9,052 (2020: £5,503).
Certain employees of the Company along with other group employees have been granted Restricted Stock Units (RSUs) over shares in Tapjoy, Inc. These units were restricted based on a future liquidity event.
It is the Directors consideration that no adjustment be made in relation to the RSUs until such a time that a liquidity event is deemed probable. As at the year end, no such event was deemed probable and no corresponing entries have been made in these financial statements.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
8.Financial commitments
At the end of the reporting period, the total amount of financial commitments, guarantees and contingencies that are not included in the balance sheet is £Nil (2020: £25,448).
Tapjoy, Inc. is the parent company of the smallest group for which consolidated accounts are drawn up for which the Company is a member. The registered office of the parent company is 353 Sacrament Street, 6th Floor, San Francisco, CA 94111, United States.
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Post balance sheet events
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On 10 January 2022, the ultimate parent company, Tapjoy, Inc. was aquired by ironSource Ltd. As part of the acquisition, a cash payout was paid on 25 January 2022 to certain employees of the Company based on the number of vested equity instruments they held at the of acquisition. The cash payout in relation to equity instruments totalled £606,488. There was also a further cash bonus paid to certain employees as part of the acquisition which was unrelated to the equity schemes in place. The total of these cash bonuses paid totalled £44,409. This was a non-adjusting event.
There were no adjusting or other non-adjusting post balance sheet events occurring between the end of the reporting period and the date these financial statements were approved.
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