Company registration number 13316662 (England and Wales)
MOONBEAM TOPCO LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
MOONBEAM TOPCO LTD
COMPANY INFORMATION
Directors
S Jenkins
J A Kaufman
G E Peterson
Z Y Leong
(Appointed 10 February 2023)
Company number
13316662
Registered office
Mere House
Brook Street
Knutsford
Cheshire
WA16 8GP
Auditor
Azets Audit Services
Ship Canal House
98 King Street
Manchester
M2 4WU
MOONBEAM TOPCO LTD
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 7
Group statement of comprehensive income
8
Group balance sheet
9
Company balance sheet
10
Group statement of changes in equity
11
Company statement of changes in equity
12
Group statement of cash flows
13
Notes to the financial statements
14 - 34
MOONBEAM TOPCO LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -

The directors present the strategic report together with the audited financial statements for the year ended 31 December 2023.

Principal activity

An indirect subsidiary of the company acquired 100% of the issued share capital of Prime Global

 

Medical Communications Limited (Prime Global) in 2021, Prime Global acquired 100% of HCD Economics Limited in January 2022 and also 100% of Earthware Limited, an award winning creative digital technology agency in September 2022. In 2023 Prime acquired 100% of the share capital of Aventine Consulting LLC – a US based consulting firm specialising in US-focused market access and payer communications. This is the first US acquisition made by Prime Global.

 

Prime is a world-leading life science communications and commercialization partner​. It seamlessly supports clients and stakeholders flexibly at every stage in the product lifecycle and across multiple healthcare settings​.

Prime partners with the world’s leading names in healthcare, as well as the most exciting biotech companies. We provide a mix of expertise which encompasses high science, communications combined with award winning and cutting-edge technology, evidence and data, infused with visionary creativity.

Together we accelerate life-changing solutions to global healthcare challenges.

The principal activity of the company is to the provide management services to the rest of the group.

 

Business review

 

Whilst the macro-economic outlook has placed increased pressure on client budgets and led to a lengthening of the procurement process, Prime business experienced growth in 2023, particularly with leading Pharmaceutical and Biotech companies.

The market for pharma services and outsourcing has consolidated but remains buoyant and future business pipelines remain strong.

The directors are satisfied with the financial performance during the period. The growth in net revenues was significantly up on the previous year. Management have recognized, in 2023, a goodwill impairment in relation to HCD Economics Limited and Earthware Limited. Further details can be found in note 10.

Cash

The Group had strong trading cash reserves during 2023.

Sensitivity Analysis

Management have performed sensitivity analysis in respect of fee revenue and cash flow forecast. This analysis indicates the Group will have sufficient cash reserves in order to pay obligations within 12 months from the signing of the financial statements.

 

Cash and debt facilities

The Group had significant trading cash on hand as at year end. The Group considers that it has adequate short term cashflows and financing facilities in place to continue to trade and meet its obligations to pay debts as they fall due.

In 2023, the Group acquired Aventine Consulting LLC. This acquisition was partly funded by bank loan and inter company loans.

 

MOONBEAM TOPCO LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Principal risks and uncertainties

Other risks of the business are as follows:

 

 

Financial performance indicators

Financial performance of the business is reviewed monthly through management reporting of various KPI’s for net revenue, gross margin, expenditure and overall EBIT.

Group turnover for the period was £44.9m (2022: £42.7m) resulting in a gross margin of 40.2% (2022: 42.2%) and a reported profit before amortisation, interest and tax of £8.4m (2022: £7.5m).

Cash flow forecasting and overhead expenditure are monitored and managed monthly. The directors review the KPI’s on a regular basis, ensuring optimal overall business performance.

 

Future developments

The group will continue to explore opportunities to develop innovative successful services to new and existing clients in line with its VOS 2025-2030 growth strategy.

On behalf of the board

G E Peterson
Director
27 June 2024
MOONBEAM TOPCO LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -

The directors present their annual report and financial statements for the year ended 31 December 2023.

Principal activities

An indirect subsidiary of the company acquired 100% of the issued share capital of Prime Global Medical Communications Limited (Prime Global) in 2021, Prime Global acquired 100% of HCD Economics Limited in January 2022 and also 100% of Earthware Limited, an award winning creative digital technology agency in September 2022. In 2023 Prime acquired 100% of the share capital of Aventine Consulting LLC – a US based consulting firm specialising in US-focused market access and payer communications. This is the first US acquisition made by Prime Global.

 

Prime is a world-leading life science communications and commercialization partner​. It seamlessly supports clients and stakeholders flexibly at every stage in the product lifecycle and across multiple healthcare settings​.

Prime partners with the world’s leading names in healthcare, as well as the most exciting biotech companies. We provide a mix of expertise which encompasses high science, communications combined with award winning and cutting-edge technology, evidence and data, infused with visionary creativity.

Together we accelerate life-changing solutions to global healthcare challenges.

The principal activity of the company is to the provide management services to the rest of the group.

 

Results and dividends

The results for the year are set out on page 8.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

Preference dividends of £15,708,032 (2022: £13,677,926) were declared in the year.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

S Jenkins
J A Kaufman
J M O'Neill
(Resigned 10 February 2023)
G E Peterson
Z Y Leong
(Appointed 10 February 2023)
Disabled persons

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues and that the appropriate training and support systems are arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

Employee involvement

The group's policy is to consult and discuss with employees, through group newsletters and staff meetings, matters likely to affect employees' interests. Information about matters of concern to employees is given through group meetings which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.

Auditor

The auditor, Azets Audit Services, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

MOONBEAM TOPCO LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -
Energy and carbon report

The group has taken the exemption from reporting under these regulations as no individual subsidiary, nor the parent company only accounts, breach the reporting threshold requirements.

Statement of directors' responsibilities

The directors are responsible 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 for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s 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.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

On behalf of the board
G E Peterson
Director
27 June 2024
MOONBEAM TOPCO LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF MOONBEAM TOPCO LTD
- 5 -
Opinion

We have audited the financial statements of Moonbeam Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including 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:

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 and parent company 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 group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

MOONBEAM TOPCO LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF MOONBEAM TOPCO LTD
- 6 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

 

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

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, 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 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 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.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

MOONBEAM TOPCO LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF MOONBEAM TOPCO LTD
- 7 -

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

 

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework.  Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.  This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

 

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

 

 

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation.  This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.  The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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.

Andrew Reddington (Senior Statutory Auditor)
For and on behalf of Azets Audit Services
27 June 2024
Chartered Accountants
Statutory Auditor
Ship Canal House
98 King Street
Manchester
M2 4WU
MOONBEAM TOPCO LTD
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
2023
2022
As restated
Notes
£
£
Turnover
3
44,876,120
42,667,461
Cost of sales
(26,813,875)
(24,680,339)
Gross profit
18,062,245
17,987,122
Administrative expenses
(9,752,650)
(10,554,296)
Other operating income
73,696
44,754
Operating profit before amortisation
4
8,383,291
7,477,580
Amortisation of goodwill
(40,941,633)
(15,031,150)
Operating loss after amortisation
4
(32,558,342)
(7,553,570)
Interest receivable and similar income
7
1,610,922
292
Interest payable and similar expenses
8
(7,713,195)
(8,148,186)
Loss before taxation
(38,660,615)
(15,701,464)
Tax on loss
9
(261,281)
(1,021,853)
Loss for the financial year
21
(38,921,896)
(16,723,317)
Other comprehensive income
Currency translation differences
(53,477)
(13,055)
Total comprehensive income for the year
(38,975,373)
(16,736,372)
Loss for the financial year is all attributable to the owner of the parent company.
Total comprehensive income for the year is all attributable to the owner of the parent company.
MOONBEAM TOPCO LTD
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 9 -
2023
2022
Notes
£
£
£
£
Fixed assets
Goodwill
10
107,929,235
145,422,354
Tangible assets
12
315,565
429,823
108,244,800
145,852,177
Current assets
Debtors
14
16,723,872
17,402,115
Cash at bank and in hand
4,894,156
5,099,109
21,618,028
22,501,224
Creditors: amounts falling due within one year
15
(11,799,294)
(9,880,309)
Net current assets
9,818,734
12,620,915
Total assets less current liabilities
118,063,534
158,473,092
Creditors: amounts falling due after more than one year
16
(65,993,085)
(70,037,902)
Provisions for liabilities
Deferred tax liability
18
38,375
82,528
(38,375)
(82,528)
Net assets
52,032,074
88,352,662
Capital and reserves
Called up share capital
20
1,138,352
1,115,550
Share premium account
21
21,395,941
18,763,958
Preference share dividend equity reserve
21
37,160,337
21,452,305
Profit and loss reserves
21
(7,662,556)
47,020,849
Total equity
52,032,074
88,352,662
The financial statements were approved by the board of directors and authorised for issue on 27 June 2024 and are signed on its behalf by:
27 June 2024
G E Peterson
Director
MOONBEAM TOPCO LTD
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 10 -
2023
2022
Notes
£
£
£
£
Fixed assets
Investments
11
70,714,180
102,556,761
Current assets
Debtors
14
2,801,491
9,987,175
Creditors: amounts falling due within one year
15
(146,365)
(35,994)
Net current assets
2,655,126
9,951,181
Net assets
73,369,306
112,507,942
Capital and reserves
Called up share capital
20
1,138,352
1,115,550
Share premium account
21
21,395,941
18,763,958
Preference share dividend equity reserve
21
37,160,337
21,452,305
Profit and loss reserves
21
13,674,676
71,176,129
Total equity
73,369,306
112,507,942

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £41,793,421 (2022 - £21,249 loss).

The financial statements were approved by the board of directors and authorised for issue on 27 June 2024 and are signed on its behalf by:
27 June 2024
G E Peterson
Director
Company Registration No. 13316662
MOONBEAM TOPCO LTD
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
Share capital
Share premium account
Preference share dividend equity reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 January 2022
936,560
49,199
7,774,379
77,435,147
86,195,285
Year ended 31 December 2022:
Loss for the year
-
-
-
(16,723,317)
(16,723,317)
Other comprehensive income:
Currency translation differences
-
-
-
(13,055)
(13,055)
Total comprehensive income for the year
-
-
-
(16,736,372)
(16,736,372)
Issue of share capital
20
178,990
18,714,759
-
-
18,893,749
Transfer of preference share dividend treated as equity
-
-
13,677,926
(13,677,926)
-
Balance at 31 December 2022
1,115,550
18,763,958
21,452,305
47,020,849
88,352,662
Year ended 31 December 2023:
Loss for the year
-
-
-
(38,921,896)
(38,921,896)
Other comprehensive income:
Currency translation differences
-
-
-
(53,477)
(53,477)
Total comprehensive income for the year
-
-
-
(38,975,373)
(38,975,373)
Issue of share capital
20
22,808
2,631,983
-
-
2,654,791
Transfer of preference share dividend treated as equity
-
-
15,708,032
(15,708,032)
-
Balance at 31 December 2023
1,138,352
21,395,941
37,160,337
(7,662,556)
52,032,074
MOONBEAM TOPCO LTD
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 12 -
Share capital
Share premium account
Preference share dividend equity reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 January 2022
936,560
49,199
7,774,379
84,875,304
93,635,442
Year ended 31 December 2022:
Loss and total comprehensive income for the year
-
-
-
(21,249)
(21,249)
Issue of share capital
20
178,990
18,714,759
-
-
18,893,749
Transfer of preference share dividend treated as equity
-
-
13,677,926
(13,677,926)
-
Balance at 31 December 2022
1,115,550
18,763,958
21,452,305
71,176,129
112,507,942
Year ended 31 December 2023:
Loss and total comprehensive income for the year
-
-
-
(41,793,421)
(41,793,421)
Issue of share capital
20
22,808
2,631,983
-
-
2,654,791
Transfer of preference share dividend treated as equity
-
-
15,708,032
(15,708,032)
-
Balance at 31 December 2023
1,138,352
21,395,941
37,160,337
13,674,676
73,369,306
MOONBEAM TOPCO LTD
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 13 -
2023
2022
As restated
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
27
9,498,783
7,261,378
Income taxes paid
(353,679)
(1,118,997)
Net cash inflow from operating activities
9,145,104
6,142,381
Investing activities
Purchase of subsidiary
(3,236,226)
(39,635,365)
Cash acquired with subsidiary
-
3,875,963
Purchase of tangible fixed assets
(65,234)
(252,931)
Proceeds on disposal of tangible fixed assets
358
(569)
Payment of deferred consideration
-
(630,822)
Interest received
-
292
Net cash used in investing activities
(3,301,102)
(36,643,432)
Financing activities
Proceeds from issue of shares
1,560,484
9,948,975
Net movement on bank loans
55,341
25,546,611
Payment of capitalised finance costs
-
(455,125)
Interest paid
(7,664,780)
(4,402,822)
Net cash (used in)/generated from financing activities
(6,048,955)
30,637,639
Net (decrease)/increase in cash and cash equivalents
(204,953)
136,588
Cash and cash equivalents at beginning of year
5,099,109
4,962,521
Cash and cash equivalents at end of year
4,894,156
5,099,109
MOONBEAM TOPCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 14 -
1
Accounting policies
Company information

Moonbeam Topco Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Mere House, Brook Street, Knutsford, Cheshire, WA16 8GP.

 

The group consists of Moonbeam Topco Limited and all of its subsidiaries.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

 

The company has taken advantage of the exemption allowed under s408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

1.2
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

MOONBEAM TOPCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 15 -
1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Moonbeam Topco Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 31 December 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

1.4
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

 

In forming this assessment, notwithstanding the group's net current liabilities position, the directors have reasonable expectation of continued support through the injection of funds, if required, from external investors and are confident the underlying business, including trade from new acquisitions, has the ability to generate sufficient positive cash flows which will support the payment of liabilities and meet all other financial obligations as they fall due. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

 

Notwithstanding the group's reported loss before tax of £38.7m, the directors note that the result is after significant non-cash impairment costs of £24.2m, and also after non-cash amortisation of £16.7m. The group is trading profitably in terms of Earnings Before Interest, Tax, Depreciation and Amortisation and is forecast to continue to be cash generative for a period of at least 12 months from the date of signing these accounts.

1.5
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and trade discounts.

 

Profit on long-term contracts is recognised as the work is carried out if the final outcome can be assessed with reasonable certainty. The profit included is calculated on a prudent basis to reflect the proportion of the work carried out at the year end, by recording turnover and related costs as contract activity progresses. Turnover is calculated as that proportion of total contract value which costs incurred to date bear to total expected costs for that contract. Revenues derived from variations on contracts are recognised only when they have been accepted by the customer.

MOONBEAM TOPCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 16 -
1.6
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.7
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Leasehold improvements
straight line over the term of the lease
Leasehold improvements
straight line over the term of the lease
Fixtures and fittings
25% reducing balance
Computers
15-50% straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.8
Fixed asset investments

In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.9
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks.

1.10
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally 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.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price. Financial assets classified as receivable within one year are not amortised.

MOONBEAM TOPCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 17 -
Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

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 group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans 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. Financial liabilities classified as payable within one year are not amortised.

 

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

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.11
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.12
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are enacted or substantively enacted at the balance sheet date. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

MOONBEAM TOPCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 18 -
1.13
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.14
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.15
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

1.16
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

 

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating opening net assets at the opening rate and the results of overseas operations at the actual rate are recognised in other comprehensive income.

2
Judgements and 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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

MOONBEAM TOPCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
2
Judgements and key sources of estimation uncertainty
(Continued)
- 19 -
Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Turnover and profit recognition

Determine whether there are any indicators of impairment of the group's intangible and tangible fixed assets. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset, and where it is a component of a larger cash-generating unit, the viability and expected future financial performance of that unit.

 

When an indication of impairment is identified, the recoverable value of the asset is estimated. In the case of investments, this assessment is perfomed at the cash generating unit ("CGU") level. The recoverable value is calculated as the higher of fair value and value in use. Deverming value in use requires a forecast of future cash flows discounted back to the present day using an appropriate discount rate. The most judgemental areas are the calcuation of the discount rate and future growth rates. See note 9 for details of the outcome of the 2023 impairment review and sensitivity analysis.

Recoverability of intercompany debt

Determine whether intercompany debtors are recoverable. In making assessment of the recoverability of intercompany debtors, the directors review forecasts and strategies for the businesses. The directors are confident that intercompany debtors are recoverable in full.

Turnover and profit recognition

Profit on long-term contracts is recognised as the work is carried out if the final outcome can be assessed with reasonable certainty. The profit included is calculated on a prudent basis to reflect the proportion of work carried out at the balance sheet date, by recording turnover and related costs as contract activity progresses. Turnover is calculated as that proportion of total contract value which costs incurred to date bear to total expected costs for that contract. Turnover derived from variations on contracts is only recognised when they have been accepted by the customer.

3
Turnover and other revenue
2023
2022
£
£
Turnover analysed by geographical market
United Kingdom
7,920,503
5,817,857
United States of America
29,305,743
28,622,040
Rest of Europe
7,362,957
7,621,050
Rest of World
286,917
606,514
44,876,120
42,667,461
MOONBEAM TOPCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 20 -
4
Operating loss
2023
2022
£
£
Operating loss for the year is stated after charging/(crediting):
Exchange differences
(930,316)
2,957,777
Depreciation of owned tangible fixed assets
169,678
162,557
Fees payable to group auditor
132,080
111,300
Amortisation of intangible assets
16,726,092
15,031,150
Impairment of intangible assets
24,215,541
-
0
Loss on disposal of tangible assets
9,811
9,121
Operating lease charges
896,292
1,034,692

 

5
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2023
2022
2023
2022
Number
Number
Number
Number
Delivery
329
316
-
-
Administration
28
47
-
-
Management
11
20
-
-
Total
368
383
-
0
-
0

Their aggregate remuneration comprised:

Group
Company
2023
2022
2023
2022
£
£
£
£
Wages and salaries
21,295,021
20,302,694
-
0
-
0
Social security costs
2,392,689
2,165,239
-
-
Pension costs
878,436
863,685
-
0
-
0
24,566,146
23,331,618
-
0
-
0
MOONBEAM TOPCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 21 -
6
Directors' remuneration
2023
2022
£
£
Remuneration for qualifying services
360,111
360,005
Company pension contributions to defined contribution schemes
5,624
5,312
365,735
365,317
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2023
2022
£
£
Remuneration for qualifying services
256,651
247,165
7
Interest receivable and similar income
2023
2022
£
£
Interest income
Interest on bank deposits
-
0
292
Other interest receivable
72,535
-
0
Exchange difference on financing transactions
1,538,387
-
Total income
1,610,922
292
8
Interest payable and similar expenses
2023
2022
As restated
£
£
Interest on bank overdrafts and loans
7,225,214
3,374,100
Finance costs of bank loans
406,581
340,498
Exchange differences on financing transactions
-
0
3,351,370
Other interest
81,400
62,218
Total finance costs
7,713,195
8,205,749
MOONBEAM TOPCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 22 -
9
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
163,112
941,897
Adjustments in respect of prior periods
(462,582)
(104,847)
Total UK current tax
(299,470)
837,050
Foreign current tax on profits for the current period
619,208
73,352
Total current tax
319,738
910,402
Deferred tax
Origination and reversal of timing differences
(56,944)
118,940
Adjustment in respect of prior periods
(1,513)
(7,489)
Total deferred tax
(58,457)
111,451
Total tax charge
261,281
1,021,853

The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2023
2022
£
£
Loss before taxation
(38,660,615)
(15,701,464)
Expected tax credit based on the standard rate of corporation tax in the UK of 23.50% (2022: 19.00%)
(9,085,245)
(2,983,278)
Tax effect of expenses that are not deductible in determining taxable profit
10,905,634
4,114,447
Tax effect of income not taxable in determining taxable profit
(1,271,340)
-
0
Adjustments in respect of prior years
(461,553)
(104,847)
Effect of change in corporation tax rate
9,564
5,423
Depreciation on assets not qualifying for tax allowances
4,851
(6,730)
Other permanent differences
-
0
(11,075)
Effect of overseas tax rates
159,370
15,402
Deferred tax adjustments in respect of prior years
-
0
(7,489)
Taxation charge
261,281
1,021,853
MOONBEAM TOPCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 23 -
10
Intangible fixed assets
Group
Goodwill
£
Cost
At 1 January 2023
169,438,825
Additions
5,707,803
Revaluation
(90,694)
Other changes
(2,169,871)
At 31 December 2023
172,886,063
Amortisation and impairment
At 1 January 2023
24,016,471
Amortisation charged for the year
16,726,092
Impairment losses
24,215,541
Exchange adjustments
(1,276)
At 31 December 2023
64,956,828
Carrying amount
At 31 December 2023
107,929,235
At 31 December 2022
145,422,354
The company had no intangible fixed assets at 31 December 2023 or 31 December 2022.

The fair value of the deferred consideration payable in relation to the acquisition of Earthware Limited was estimated in the year ended 31 December 2022 based on expected results of the subsidiary for the accounting periods following the acquisition.

 

In line with FRS 102 s19.13A the directors have updated this estimate with the actual consideration payable now that revised information is available, and have amended the cost of investment accordingly.

 

The group has recorded an impairment loss of of £11,971,286 (2022: £Nil) in order to reduce the carrying value of the goodwill associated to HCD Economics Limited and an impairment loss of £12,244,256 (2022: £Nil) in order to reduce the carrying value of the goodwill associated to Earthware Limited. This reflects management's assessment that the present value of future cash flows to be generated by this subsidiary is expected to be insufficient to support the investment value. The impairment assessment was performed using the methodology outlined in Note 3. Value in use calcuations were performed for those investments where a potential impairment indicator was identified.

 

The most judgemental area of the calculation is the discount rate used. For example, a 1% increase in discount rate would lead to a £1,017,137 increase in the current year impairment charge.

11
Fixed asset investments
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Investments in subsidiaries
13
-
0
-
0
70,714,180
102,556,761

 

MOONBEAM TOPCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
11
Fixed asset investments
(Continued)
- 24 -
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2023
102,556,761
Additions
9,943,491
At 31 December 2023
112,500,252
Impairment
At 1 January 2023
-
Impairment losses
41,786,072
At 31 December 2023
41,786,072
Carrying amount
At 31 December 2023
70,714,180
At 31 December 2022
102,556,761

On 14 March 2023 the company subscribed to a further 9,943,491 £0.01 Ordinary shares in Moonbeam Midco 1 Limited for consideration of £1 per share.

 

The company has recorded an impairment loss of of £41,786,072 (2022: £Nil) in order to reduce the carrying value of the investment in Moonbeam Midco 1 Limited. This reflects management's assessment that the present value of future cash flows to be generated by this subsidiary is expected to be insufficient to support the investment value. The impairment assessment was performed using the metholodgy outlines in Note 3.

 

MOONBEAM TOPCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 25 -
12
Tangible fixed assets
Group
Leasehold improvements
Fixtures and fittings
Computers
Total
£
£
£
£
Cost
At 1 January 2023
267,529
224,931
1,108,994
1,601,454
Additions
-
0
3,760
61,474
65,234
Disposals
-
0
(5,860)
(19,466)
(25,326)
Exchange adjustments
-
0
-
0
(11,760)
(11,760)
At 31 December 2023
267,529
222,831
1,139,242
1,629,602
Depreciation and impairment
At 1 January 2023
249,060
202,190
720,381
1,171,631
Depreciation charged in the year
1,852
6,133
161,693
169,678
Eliminated in respect of disposals
-
0
(5,509)
(14,557)
(20,066)
Exchange adjustments
-
0
-
0
(7,206)
(7,206)
At 31 December 2023
250,912
202,814
860,311
1,314,037
Carrying amount
At 31 December 2023
16,617
20,017
278,931
315,565
At 31 December 2022
18,469
22,741
388,613
429,823
The company had no tangible fixed assets at 31 December 2023 or 31 December 2022.
13
Subsidiaries

Details of the company's subsidiaries at 31 December 2023 are as follows:

MOONBEAM TOPCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
13
Subsidiaries
(Continued)
- 26 -
Name of undertaking
Address
Class of
% Held
shares held
Direct
Indirect
Moonbeam Midco 1 Ltd
1
Ordinary
100.00
-
Moonbeam EBT Limited
1
Ordinary
100.00
-
Moonbeam Midco 2 Ltd
1
Ordinary
0
100.00
Moonbeam Bidco Ltd
1
Ordinary
0
100.00
Moonbeam Hedgeco 1 Ltd
1
Ordinary
0
100.00
Moonbeam Hedgeco 2 Ltd
1
Ordinary
0
100.00
Prime Global Medical Communications Limited
1
Ordinary
0
100.00
Prime Medica Limited
1
Ordinary
0
100.00
Prime Medica Incorporated
2
Ordinary
0
100.00
Core Medica Limited
1
Ordinary
0
100.00
Paragon Medica Limited
1
Ordinary
0
100.00
Scion Medica Limited
1
Ordinary
0
100.00
Prime Market Access Limited
1
Ordinary
0
100.00
Onyx Medica Communications Limited
1
Ordinary
0
100.00
Only Oncology Limited
1
Ordinary
0
100.00
Cambridge Medical Communication Limited
1
Ordinary
0
100.00
HCD Economics Limited
1
Ordinary
0
100.00
Earthware Limited
1
Ordinary
0
100.00
Aventine Consulting LLC
3
Ordinary
0
100.00

Registered office addresses:

1
Mere House, Brook Street, Knutsford, England, WA16 8GP
2
Room 401, 57 West 57th Street, 3rd and 4th Floor, New York, 10019 USA
3
3 Kenneth Road, Marblehead, MA 01945, USA
14
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£
£
£
£
Trade debtors
10,050,876
11,580,045
-
0
-
0
Corporation tax recoverable
25,508
-
0
2,257
-
0
Amounts owed by group undertakings
-
-
79,771
9,982,925
Loans owed by group undertakings
-
-
2,564,223
-
Other debtors
570,028
94,857
155,240
4,250
Prepayments and accrued income
5,805,577
5,370,651
-
0
-
0
16,451,989
17,045,553
2,801,491
9,987,175
Amounts falling due after more than one year:
Other debtors
271,883
356,562
-
0
-
0
Total debtors
16,723,872
17,402,115
2,801,491
9,987,175
MOONBEAM TOPCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
14
Debtors
(Continued)
- 27 -

Loan due from group undertakings is an unsecured interest-free USD denominated loan.

 

15
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Bank loans
17
2,000,000
-
0
-
0
-
0
Trade creditors
855,256
1,470,730
-
0
-
0
Amounts owed to group undertakings
-
0
-
0
139,615
26,156
Corporation tax payable
-
0
699,798
-
0
-
0
Other taxation and social security
471,759
422,850
-
-
Other creditors
861,531
101,391
-
0
-
0
Accruals and deferred income
7,610,748
7,185,540
6,750
9,838
11,799,294
9,880,309
146,365
35,994
16
Creditors: amounts falling due after more than one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Bank loans
17
52,584,876
55,808,335
-
0
-
0
Other borrowings
17
12,000,000
12,000,000
-
0
-
0
Other creditors
1,408,209
2,229,567
-
0
-
0
65,993,085
70,037,902
-
-
MOONBEAM TOPCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 28 -
17
Loans and overdrafts
Group
Company
2023
2022
2023
2022
£
£
£
£
Bank loans
56,151,072
57,154,423
-
0
-
0
Capitalised finance costs
(1,566,196)
(1,346,088)
Net bank loans
54,584,876
55,808,335
-
0
-
0
Other borrowings
12,000,000
12,000,000
-
0
-
0
66,584,876
67,808,335
-
-
Payable within one year
2,000,000
-
0
-
0
-
0
Payable after one year
64,584,876
67,808,335
-
0
-
0

Bank loan

In April 2021, the company entered into a bank loan of $38,479,000. Interest is based on LIBOR with a variable margin.

 

In 2022, the company entered into bank loans of £26,550,000. Interest is based on Sterling Overnight Index Average with a variable margin.

 

In 2023, the company entered into bank loans of £2,000,000. Interest is based on Sterling Overnight Index Average with a variable margin. This balance has been repaid post year end.

 

All bank loans are secured by a fixed and floating charge over the present and future assets of the group in favour of GLAS Trust Corporation Limited.

 

All bank loans, are repayable in full in April 2028.

 

In 2023, the company made repayments of £909,400 and $1,317,916.

 

Other borrowings

At the balance sheet date other borrowings were made up of £6,883,971 (2022: £6,883,971) subordinated A loan notes and £5,116,029 (2022: £5,116,029) subordinated B loan notes. Interest is charged at 8.5% per annum. There is no fixed repayment date, but they fall for repayment behind the bank loan.

MOONBEAM TOPCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 29 -
18
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Liabilities
2023
2022
Group
£
£
Accelerated capital allowances
72,573
132,587
Tax losses
-
(29,719)
Short term timing differences
(34,198)
(20,340)
38,375
82,528
The company has no deferred tax assets or liabilities.
Group
Company
2023
2023
Movements in the year:
£
£
Liability at 1 January 2023
82,528
-
Credit to profit or loss
(30,493)
-
Impact of retranslation differences
(13,660)
-
Asset at 31 December 2023
38,375
-
19
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
878,436
863,685

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

 

Contributions amounting to £119,692 (2022: £15,659) were payable to the fund at the balance sheet date, included in creditors.

MOONBEAM TOPCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 30 -
20
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
A Ordinary shares of 1p each
479,418
474,187
4,794
4,742
B Ordinary shares of 1p each
295,560
292,335
2,956
2,923
C Ordinary shares of 1p each
108,559
106,205
1,086
1,062
D1 Ordinary shares of 1p each
62,077
62,077
621
621
D2 Ordinary shares of 1p each
69,270
63,188
693
632
1,014,884
997,992
10,150
9,980
2023
2022
2023
2022
Preference share capital
Number
Number
£
£
Issued and fully paid
Preference shares of 1p each
112,820,190
110,556,978
1,128,202
1,105,570
Preference shares classified as equity
1,128,202
1,105,570
Total equity share capital
1,138,352
1,115,550

On 3 April 2023, the company issued 6082 £0.01 D2 Ordinary shares for consideration of £14.91 per share.

 

 

On 22 September 2023 , the following events occurred:

 

 

On 27 September 2023 , the following events occurred:

 

 

 

Of the 69,270 D2 Ordinary shares of £0.01 in issue at the balance sheet date, 33,340 shares were legally held by the subsidiary company Moonbeam EBT Ltd on behalf and for the benefit of certain employees of the group.

 

The Preference share capital is redeemable at the Company’s discretion, there is no fixed redemption date. There is a fixed cumulative Preference share dividend of 12% of the subscription price of each Preference share per annum. The Articles of Association mandate that the Preference share dividend is rolled up in arrears annually, after which any subsequent Preference share dividends will accrue on both the subscription price and the aggregate of rolled up Preference share dividends.

 

The A Ordinary, B Ordinary, C Ordinary, D1 Ordinary, D2 Ordinary and Preference shares have rights as defined in the Company’s Articles of Association.

21
Reserves
MOONBEAM TOPCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
21
Reserves
(Continued)
- 31 -

The Group’s capital and reserves are as follows:

 

Share capital

Called up share capital reserve represents the nominal value of the shares issued.

 

Share premium account

The share premium account includes the premium of issue of equity shares, net of any issue costs and reduction events as disclosed in the Statement of Changes in Equity.

 

Profit and loss account

The profit and loss account represents cumulative profits or losses net of Ordinary dividends declared and other adjustments.

 

Preference share dividend equity reserve

The Preference shares do not contain a contractual obligation to deliver cash. The payment of the Preference share dividend, calculated as disclosed in the share capital note, is at the discretion of the company and consequently a Preference share dividend reserve has been recognised within equity.

22
Acquisition of a business
During the year, the group acquired 100% of the issued share capital of Aventine Consulting LLC.
Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Trade and other receivables
314,762
-
314,762
Trade and other payables
(49,279)
-
(49,279)
Total identifiable net assets
265,483
-
265,483
Goodwill
5,707,803
Total consideration
5,973,286
The consideration was satisfied by:
£
Cash
3,478,141
Issue of shares
558,747
Deferred consideration
1,412,762
Other directly attributable costs
523,636
5,973,286
Contribution by the acquired companies for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
136,318
Profit after tax
50,336
MOONBEAM TOPCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 32 -
23
Operating lease commitments

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2023
2022
2023
2022
£
£
£
£
Within one year
683,496
937,071
-
-
Between two and five years
1,189,441
1,588,537
-
-
In over five years
758,400
1,042,800
-
-
2,631,337
3,568,408
-
-
Lessor

At the reporting end date the group had contracted with tenants for the following minimum lease payments:

Group
Company
2023
2022
2023
2022
£
£
£
£
Within one year
15,589
52,817
-
-
Between two and five years
-
15,589
-
-
15,589
68,406
-
-
MOONBEAM TOPCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 33 -
24
Related party transactions

Key Management Personnel

 

Key management personnel include all directors of the group who together have authority and responsibility for planning, directing and controlling the activities of the group. The total compensation paid to key management personnel for services provided to the group was £1,309,377 (2022: £1,180,927).

 

Loans and transactions concerning directors and officers of the company

 

Included within other creditors is a directors loan account of £nil (2022: £1,314). The loan account is interest free and the maximum outstanding during the year was £6,089 (2022: £3,760).

 

During the year, the group paid rental charges of £237,000 (2022: £237,000) for the use of a property which is held in an EPUT pension scheme. G E Peterson is the trustee of the pension scheme. At the current and preceding balance sheet dates no balance was owed to or from the EPUT pension scheme.

 

At the balance sheet date, subordinated A loan notes totalling £6,883,971 (2022: £6,883,971) and subordinated B loan notes totalling £5,116,029 (2022: £5,116,029) were owing to the shareholders of Moonbeam Topco Limited.

 

25
Controlling party

The company's ultimate parent undertaking and controlling party is considered to be Levine Leichtman Capital Partners Europe II SCSP Sarl, a company registered in Luxembourg.

26
Prior year restatement

Finance costs relating to the external loan have been reclassified from administrative expenses into interest payable and other expenses. For the period ending 31 December 2022, finance costs amounting to £3,749,431 have been reclassifed from admininstrative expenses to interest payable and other expenses.

MOONBEAM TOPCO LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 34 -
27
Cash generated from group operations
2023
2022
As restated
£
£
Loss for the year after tax
(38,921,896)
(16,723,317)
Adjustments for:
Taxation charged
261,281
1,021,853
Finance costs
7,713,195
8,148,186
Investment income
(1,669,722)
(292)
Capitalised finance costs released
295,238
317,436
(Gain)/loss on disposal of tangible fixed assets
-
9,121
Amortisation and impairment of intangible assets
40,941,633
15,031,150
Depreciation and impairment of tangible fixed assets
169,678
162,557
Other non cash movements on intangibles
2,168,126
-
Non cash foreign exchange movements
66,826
(22,398)
Release of unpaid deferred consideration
(2,229,566)
Movements in working capital:
Decrease/(increase) in debtors
551,096
(719,883)
Increase in creditors
152,894
36,965
Cash generated from operations
9,498,783
7,261,378
28
Analysis of changes in net debt - group
1 January 2023
Cash flows
Exchange rate movements
31 December 2023
£
£
£
£
Cash at bank and in hand
5,099,109
(204,953)
-
4,894,156
5,099,109
(204,953)
-
4,894,156
Borrowings excluding overdrafts
(69,374,531)
(55,431)
(3,346,961)
(72,776,923)
(64,275,422)
(260,384)
(3,346,961)
(67,882,767)
2023-12-312023-01-01falseCCH SoftwareCCH Accounts Production 2024.100S JenkinsJ A KaufmanJ M O'NeillG E PetersonZ Y Leongfalse13316662bus:Consolidated2023-01-012023-12-31133166622023-01-012023-12-3113316662bus:Director12023-01-012023-12-3113316662bus:Director22023-01-012023-12-3113316662bus:Director42023-01-012023-12-3113316662bus:Director52023-01-012023-12-3113316662bus:Director32023-01-012023-12-3113316662bus:RegisteredOffice2023-01-012023-12-3113316662bus:Consolidated2023-12-31133166622023-12-3113316662bus:Consolidated2022-01-012022-12-31133166622022-01-012022-12-3113316662core:RetainedEarningsAccumulatedLossesbus:Consolidated2023-01-012023-12-3113316662core:RetainedEarningsAccumulatedLossesbus:Consolidated2022-01-012022-12-3113316662core:Goodwillbus:Consolidated2023-12-3113316662core:Goodwillbus:Consolidated2022-12-3113316662bus:Consolidated2022-12-3113316662core:LeaseholdImprovementsbus:Consolidated2023-12-3113316662core:FurnitureFittingsbus:Consolidated2023-12-3113316662core:ComputerEquipmentbus:Consolidated2023-12-3113316662core:LandBuildingscore:LeasedAssetsHeldAsLesseebus:Consolidated2022-12-3113316662core:FurnitureFittingsbus:Consolidated2022-12-3113316662core:ComputerEquipmentbus:Consolidated2022-12-3113316662core:ShareCapitalbus:Consolidated2023-12-3113316662core:ShareCapitalbus:Consolidated2022-12-3113316662core:SharePremiumbus:Consolidated2023-12-3113316662core:SharePremiumbus:Consolidated2022-12-3113316662core:OtherMiscellaneousReservebus:Consolidated2023-12-3113316662core:OtherMiscellaneousReservebus:Consolidated2022-12-3113316662core:ShareCapital2023-12-3113316662core:ShareCapital2022-12-3113316662core:SharePremium2023-12-3113316662core:SharePremium2022-12-3113316662core:OtherMiscellaneousReserve2023-12-3113316662core:OtherMiscellaneousReserve2022-12-3113316662core:RetainedEarningsAccumulatedLosses2023-12-3113316662core:ShareCapitalbus:Consolidated2021-12-3113316662core:SharePremiumbus:Consolidated2021-12-3113316662core:RetainedEarningsAccumulatedLossesbus:Consolidated2021-12-3113316662core:RetainedEarningsAccumulatedLossesbus:Consolidated2022-12-3113316662core:RetainedEarningsAccumulatedLossesbus:Consolidated2023-12-3113316662core:ShareCapital2021-12-3113316662core:SharePremium2021-12-3113316662core:RetainedEarningsAccumulatedLosses2021-12-3113316662core:RetainedEarningsAccumulatedLosses2022-12-31133166622022-12-3113316662core:ShareCapitalbus:Consolidated2022-01-012022-12-3113316662core:SharePremiumbus:Consolidated2022-01-012022-12-3113316662core:ShareCapitalbus:Consolidated2023-01-012023-12-3113316662core:SharePremiumbus:Consolidated2023-01-012023-12-3113316662core:ShareCapital2022-01-012022-12-3113316662core:SharePremium2022-01-012022-12-3113316662core:ShareCapital2023-01-012023-12-3113316662core:SharePremium2023-01-012023-12-3113316662bus:Consolidated2021-12-3113316662core:Goodwill2023-01-012023-12-3113316662core:LandBuildingscore:LongLeaseholdAssets2023-01-012023-12-3113316662core:LeaseholdImprovements2023-01-012023-12-3113316662core:FurnitureFittings2023-01-012023-12-3113316662core:ComputerEquipment2023-01-012023-12-3113316662core:UKTaxbus:Consolidated2023-01-012023-12-3113316662core:UKTaxbus:Consolidated2022-01-012022-12-3113316662core:ForeignTaxbus:Consolidated2023-01-012023-12-3113316662core:ForeignTaxbus:Consolidated2022-01-012022-12-3113316662bus:Consolidated12023-01-012023-12-3113316662bus:Consolidated12022-01-012022-12-3113316662core:Goodwillbus:Consolidated2022-12-3113316662core:Goodwillcore:ExternallyAcquiredIntangibleAssetsbus:Consolidated2023-01-012023-12-3113316662core:ComputerSoftwarebus:Consolidated2023-01-012023-12-3113316662core:Goodwillbus:Consolidated2023-01-012023-12-3113316662core:LeaseholdImprovementsbus:Consolidated2022-12-3113316662core:FurnitureFittingsbus:Consolidated2022-12-3113316662core:ComputerEquipmentbus:Consolidated2022-12-3113316662bus:Consolidated2022-12-3113316662core:LeaseholdImprovementsbus:Consolidated2023-01-012023-12-3113316662core:FurnitureFittingsbus:Consolidated2023-01-012023-12-3113316662core:ComputerEquipmentbus:Consolidated2023-01-012023-12-3113316662core:Subsidiary12023-01-012023-12-3113316662core:Subsidiary22023-01-012023-12-3113316662core:Subsidiary32023-01-012023-12-3113316662core:Subsidiary42023-01-012023-12-3113316662core:Subsidiary52023-01-012023-12-3113316662core:Subsidiary62023-01-012023-12-3113316662core:Subsidiary72023-01-012023-12-3113316662core:Subsidiary82023-01-012023-12-3113316662core:Subsidiary92023-01-012023-12-3113316662core:Subsidiary102023-01-012023-12-3113316662core:Subsidiary112023-01-012023-12-3113316662core:Subsidiary122023-01-012023-12-3113316662core:Subsidiary132023-01-012023-12-3113316662core:Subsidiary142023-01-012023-12-3113316662core:Subsidiary152023-01-012023-12-3113316662core:Subsidiary162023-01-012023-12-3113316662core:Subsidiary172023-01-012023-12-3113316662core:Subsidiary182023-01-012023-12-3113316662core:Subsidiary192023-01-012023-12-3113316662core:Subsidiary112023-01-012023-12-3113316662core:Subsidiary222023-01-012023-12-311331666242023-01-012023-12-311331666252023-01-012023-12-311331666262023-01-012023-12-311331666272023-01-012023-12-311331666282023-01-012023-12-311331666292023-01-012023-12-3113316662102023-01-012023-12-3113316662112023-01-012023-12-3113316662122023-01-012023-12-3113316662132023-01-012023-12-3113316662142023-01-012023-12-3113316662152023-01-012023-12-3113316662162023-01-012023-12-3113316662172023-01-012023-12-3113316662182023-01-012023-12-311331666222023-01-012023-12-3113316662192023-01-012023-12-3113316662core:Subsidiary232023-01-012023-12-3113316662core:CurrentFinancialInstruments2023-12-3113316662core:CurrentFinancialInstruments2022-12-3113316662core:Non-currentFinancialInstrumentsbus:Consolidated2023-12-3113316662core:Non-currentFinancialInstrumentsbus:Consolidated2022-12-3113316662core:Non-currentFinancialInstruments2023-12-3113316662core:Non-currentFinancialInstruments2022-12-3113316662core:CurrentFinancialInstrumentsbus:Consolidated2023-12-3113316662core:CurrentFinancialInstrumentsbus:Consolidated2022-12-3113316662core:WithinOneYearbus:Consolidated2023-12-3113316662core:WithinOneYearbus:Consolidated2022-12-3113316662core:CurrentFinancialInstrumentscore:WithinOneYear2023-12-3113316662core:CurrentFinancialInstrumentscore:WithinOneYear2022-12-3113316662core:Non-currentFinancialInstrumentscore:AfterOneYearbus:Consolidated2023-12-3113316662core:Non-currentFinancialInstrumentscore:AfterOneYearbus:Consolidated2022-12-3113316662core:Non-currentFinancialInstrumentscore:AfterOneYear2023-12-3113316662core:Non-currentFinancialInstrumentscore:AfterOneYear2022-12-3113316662core:CurrentFinancialInstrumentscore:WithinOneYearbus:Consolidated2023-12-3113316662core:CurrentFinancialInstrumentscore:WithinOneYearbus:Consolidated2022-12-3113316662core:Non-currentFinancialInstrumentscore:AfterOneYearbus:Consolidated12023-12-3113316662core:Non-currentFinancialInstrumentscore:AfterOneYearbus:Consolidated12022-12-3113316662core:Non-currentFinancialInstrumentscore:AfterOneYear22023-12-3113316662core:Non-currentFinancialInstrumentscore:AfterOneYear22022-12-3113316662bus:PrivateLimitedCompanyLtd2023-01-012023-12-3113316662bus:FRS1022023-01-012023-12-3113316662bus:Audited2023-01-012023-12-3113316662bus:ConsolidatedGroupCompanyAccounts2023-01-012023-12-3113316662bus:FullAccounts2023-01-012023-12-31xbrli:purexbrli:sharesiso4217:GBP