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Registered number: 07331429












CIVITAS LEARNING INTERNATIONAL LTD
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

 

CIVITAS LEARNING INTERNATIONAL LTD

CONTENTS



Page
Company information
 
1
Balance sheet
 
2
Notes to the financial statements
 
3 - 9


 

CIVITAS LEARNING INTERNATIONAL LTD
 
COMPANY INFORMATION


Directors
W Ballard 
D T Dunn 




Registered number
07331429



Registered office
The Smiths Building
179 Great Portland Street

London

England

W1W 5PL




Independent auditor
Blick Rothenberg Audit LLP
Chartered Accountants & Statutory Auditor

16 Great Queen Street

Covent Garden

London

WC2B 5AH




Page 1


 
REGISTERED NUMBER:07331429
CIVITAS LEARNING INTERNATIONAL LTD

BALANCE SHEET
AS AT 31 DECEMBER 2022

2022
2021
Note
£
£

Current assets
  

Debtors: amounts falling due within one year
 4 
182,114
103,184

Cash at bank and in hand
  
236,438
346,775

  
418,552
449,959

Creditors: amounts falling due within one year
 5 
(3,389,965)
(3,401,757)

Net current liabilities
  
 
 
(2,971,413)
 
 
(2,951,798)

Net liabilities
  
(2,971,413)
(2,951,798)


Capital and reserves
  

Called up share capital 
 6 
16
16

Share premium account
  
499,999
499,999

Profit and loss account
  
(3,471,428)
(3,451,813)

Total equity
  
(2,971,413)
(2,951,798)


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 profit and loss account 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: 




D T Dunn
Director

Date: 19 October 2023

The notes on pages 3 to 9 form part of these financial statements.

Page 2

 

CIVITAS LEARNING INTERNATIONAL LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

1.


General information

Civitas International Learning Ltd is a private company limited by shares incorporated in England. The address of its registered office is The Smiths Building, 179 Great Portland Street, London, W1W 5PL.
The financial statements are presented in Sterling (£), which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

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 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 preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the company's accounting policies.

The following principal accounting policies have been applied:

 
2.2

Going concern

Subsequent to the year end the directors began transferring customer contracts from the company to an intermediate parent company, Civitas Learning, Inc.. The change in the contracting entity within the group does not alter the group's intentions to operate within the UK market. However, there is an intent for the activities of Civitas Learning International Limited (the UK company) to cease. The directors consider it likely that once this process is complete the company will be wound up. Accordingly, these financial statements are prepared on a basis other than going concern.
The company will continue to fulfil any existing liabilities and commitments prior to liquidation and are in receipt of a letter of financial support from the ultimate parent company, Civics Topco, Inc. to enable it to do so.
There were no effects as a result of preparing the financial statements on a basis other than going concern.

 
2.3

Turnover

The company derives its revenue from the following sources: (1) subscription revenues, which comprise subscription fees from customers accessing its databases and applications used in benchmarking and predicting metrics across students' lifecycle, (2) integration and data modelling, and (3) professional services. Professional services consist primarily of design fees and training and implementation consulting.

The company recognises revenue when:
the amount of turnover can be measured reliably;
it is probable that the company will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

Page 3

 

CIVITAS LEARNING INTERNATIONAL LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)


2.4

Financial instruments

The company has elected to apply Sections 11 and 12 of FRS 102 in respect of financial instruments.

Financial assets and financial liabilities are recognised when the company becomes party to the contractual provisions of the instrument. 

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. 
 
The company’s policies for its major classes of financial assets and financial liabilities are set out below. 

Financial assets
Basic financial assets, including trade and other debtors, cash and bank balances, and intercompany working capital balances, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.

Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment.

Financial liabilities

Basic financial liabilities, including trade and other creditors, and loans from fellow group companies, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Page 4

 

CIVITAS LEARNING INTERNATIONAL LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)




Financial instruments (continued)

Impairment of financial assets
Financial assets measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the profit and loss account. 

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between the asset's carrying amount and the best estimate of the amount the company would receive for the asset if it were to be sold at the reporting date. 

For financial assets measured at amortised cost, the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If the financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets and financial liabilities
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions. 
 
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

Offsetting of financial assets and financial liabilities
Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

  
2.5

Cash

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

  
2.6

Share capital

Ordinary shares are classified as equity.

Page 5

 

CIVITAS LEARNING INTERNATIONAL LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.7

Foreign currency translation

Functional and presentation currency

The company's functional and presentational currency is Sterling (£).

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 profit and loss account within 'interest receivable and similar income' or 'interest payable and similar expenses'.

 
2.8

Operating leases

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

 
2.9

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 balance sheet. The assets of the plan are held separately from the company in independently administered funds.

Page 6

 

CIVITAS LEARNING INTERNATIONAL LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.10

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in the profit and loss account, 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.
Current tax is the amount of income tax payable in respect of taxable profit for the year or prior years.
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.

Deferred tax arises from timing differences that are differences between taxable profits and total comprehensive income as stated in the financial statements. These timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet 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. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


3.


Employees

The average monthly number of employees, including directors, during the year was 4 (2021 - 5).


4.


Debtors

2022
2021
£
£


Trade debtors
177,840
90,000

Amounts owed by group undertakings
4,274
4,274

Other debtors
-
8,910

182,114
103,184


Amounts owed by group undertakings are unsecured, interest free, have no fixed date for repayment and are repayable on demand.

Page 7

 

CIVITAS LEARNING INTERNATIONAL LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

5.


Creditors: Amounts falling due within one year

2022
2021
£
£

Trade creditors
5,540
4,788

Amounts owed to group undertakings
3,057,479
2,990,082

Other taxation and social security
30,156
95,613

Other creditors
1,671
1,871

Accruals and deferred income
295,119
309,403

3,389,965
3,401,757


Amounts owed to group undertakings are unsecured, interest free, have no fixed date for repayment and are repayable on demand.


6.


Share capital

2022
2021
£
£
Allotted, called up and fully paid



1,100,000 (2021 - 1,100,000) Ordinary shares of £0.00001 each
11
11
500,000 (2021 - 500,000) Seed Preferred shares of £0.00001 each
5
5

16

16

In the event of liquidation, the Seed Preferred shareholders have priority over the Ordinary shareholders.



7.


Related party transactions

The company has taken advantage of the exemption contained in FRS 102 section 33 "Related Party Disclosures"  from disclosing transactions with entities which are a wholly owned part of the group.


8.


Parent undertaking

The smallest group for which consolidated financial statements are drawn up is headed by Civics Topco, Inc., whose registered office is 8127 Mesa Drive Suite B206-255, Austin, Texas 78759, United States of America.

Page 8

 

CIVITAS LEARNING INTERNATIONAL LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

9.


Auditor's information

The auditor's report on the financial statements for the year ended 31 December 2022 was unqualified.

In their report, the auditor emphasised the following matter without qualifying their report:

Emphasis of matter - financial statements prepared on a basis other than going concern
We draw attention to note 2.2 to the financial statements which explains that the directors intend to transfer customer contracts to a fellow group member, Civitas Learning, Inc., and consider it likely they will liquidate the company. Accordingly, they do not consider it to be appropriate to adopt the going concern basis of accounting in preparing the financial statements. The financial statements have been prepared on a basis other than going concern as described in note 2.2. Our opinion is not modified in respect of this matter.

The audit report was signed on 23 October 2023 by Mark Cunningham (senior statutory auditor) on behalf of Blick Rothenberg Audit LLP.

 
Page 9