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Registration number: 04647357

Skyventure International (UK) Limited

Annual Report and Financial Statements

for the Period from 26 December 2022 to 31 December 2023

 

Skyventure International (UK) Limited

Contents

Company Information

1

Strategic Report

2

Directors' Report

3

Statement of Directors' Responsibilities

4

Independent Auditor's Report

5 to 7

Profit and Loss Account

8

Balance Sheet

9

Statement of Changes in Equity

10

Statement of Cash Flows

11

Notes to the Financial Statements

12 to 22

 

Skyventure International (UK) Limited

Company Information

Directors

S C Ward

K S Fiur

M Ryan

Company secretary

Harrison Clark (Secretarial) Ltd

Registered office

5 Deansway
Worcester
WR1 2JG

Solicitors

Harrison Clark Rickerbys Limited
5 Deansway
Worcester
WR1 2JG

Auditors

Hazlewoods LLP
Staverton Court
Staverton
Cheltenham
GL51 0UX

 

Skyventure International (UK) Limited

Strategic Report for the Period from 26 December 2022 to 31 December 2023

The directors present their strategic report for the period from 26 December 2022 to 31 December 2023.

Principal activities

The principal activities of the company are iFLY International Franchisor, comprising the sale of wind tunnels and collection of royalty and license fees, and holding company for iFLY International Retail operating companies.

Fair review of the business

The results for the period, which are set out in the profit and loss account, show Revenue from the sale of wind tunnels of $7,598k (2022: $2,318k) and Royalties of $10,296k (2022: $2,792k). The improvement versus 2022 reflects continued interest in the iFLY brand globally as well as strong performance by franchisees which benefits the Company in higher royalties. The Company continues to see strong interest and franchisee growth in 2024.

Dividend income of $3,101k (2022: $1,244k) was higher versus the prior year due to the new Wind Tunnel in London, England by the Company’s UK subsidiary.

The company's key financial and other performance indicators during the period were as follows:

Financial KPIs

Unit

2023

2022

Sale of wind tunnels

$'000

7,598

2,318

Royalties and management charges

$'000

10,296

2,792

Interest income

$'000

1,264

1,344

Dividends

$'000

3,101

1,244

Principal risks and uncertainties

The management of the company and the execution of the company's strategy are subject to a number of risks. The key business risks and uncertainties affecting the group are considered to relate to competition from other providers of general leisure and sporting activities and the challenges arising as a result of the current economic climate.

Approved by the Board on 11 September 2024 and signed on its behalf by:


S C Ward
Director

 

Skyventure International (UK) Limited

Directors' Report for the Period from 26 December 2022 to 31 December 2023

The directors present their report and the financial statements for the period from 26 December 2022 to 31 December 2023.

Directors of the company

The directors who held office during the period were as follows:

S C Ward

K S Fiur

M Ryan

Dividends

In the period dividends of $20,985,041 (2022 - $nil) were paid.

Financial instruments

The company is exposed to the usual credit risk and cash flow risk associated with selling on credit and manages this through credit control procedures. The nature of its financial instruments means that they are not subject to price or liquidity risk.

Going concern

The business activities of Skyventure International (UK) Limited (the UK company), together with the factors likely to affect its future development, performance and position are set out in the Strategic Report on page 2. The company continues to benefit from considerable financial resources and support from iFLY Holdings, LLC (the Parent) and the directors are confident that the underlying Group business remains strong.

The US group continuously assesses the overall health, growth trends and strategies of the business. Current and future year forecasted profit and cashflows are strong. The directors have considered the US Group’s performance for the period as well as the forecasts for future periods and concluded that there are sufficient funds available for the US Group to meet its liabilities as they fall due for a period of at least 12 months from approval of the 2023 UK financial statements.

Considering the above factors, the directors have a reasonable expectation that the company will be able to continue as a going concern for a period of 12 months from the date of approving the financial statements.

Accordingly, they considered that it is appropriate to prepare these financial statements on a going concern basis.

Future developments

The directors remain confident that the group will maintain or improve its level of performance in the future, both in the retail business of selling time in wind tunnels and in the wholesale business selling wind tunnel equipment.

Disclosure of information to the auditors

Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.

Reappointment of auditors

Having been appointed in the period, Hazlewoods LLP have expressed their willingness to continue in office.

Approved by the Board on 11 September 2024 and signed on its behalf by:


S C Ward
Director

 

Skyventure International (UK) Limited

Statement of Directors' Responsibilities

The directors are responsible for preparing the Strategic Report, Directors' Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with 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 company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

select suitable accounting policies and apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

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

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

Skyventure International (UK) Limited

Independent Auditor's Report to the Members of Skyventure International (UK) Limited

Opinion

We have audited the financial statements of Skyventure International (UK) Limited (the 'company') for the period from 26 December 2022 to 31 December 2023, which comprise the Profit and Loss Account, Balance Sheet, Statement of Changes in Equity, Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

give a true and fair view of the state of the company's affairs as at 31 December 2023 and of its profit for the period then ended;

have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were authorised for issue.

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

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinion on other matter prescribed by the Companies Act 2006

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

the information given in the Strategic Report and Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and

the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

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

 

Skyventure International (UK) Limited

Independent Auditor's Report to the Members of Skyventure International (UK) Limited

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

adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

the financial statements are not in agreement with the accounting records and returns; or

certain disclosures of directors' remuneration specified by law are not made; or

we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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

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.

Extent to which the audit was 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, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We considered the nature of the company’s industry and its control environment and reviewed the company’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.

We obtained an understanding of the legal and regulatory framework that the company operates in and identified the key laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements, including the UK Companies Act and tax legislation, and, those that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company’s ability to operate or to avoid a material penalty.

We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgments made in accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.

In addition to the above, our procedures to respond to the risks identified included the following:

reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatements due to fraud;

enquiring of management concerning actual and potential litigation and claims and instances of non-compliance with laws and regulations; and

reading minutes of meetings of those charged with governance.

 

Skyventure International (UK) Limited

Independent Auditor's Report to the Members of Skyventure International (UK) Limited

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

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

Use of this 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.





Ryan Hancock (Senior Statutory Auditor)
For and on behalf of Hazlewoods LLP, Statutory Auditor

Staverton Court
Staverton
Cheltenham
GL51 0UX

11 September 2024

 

Skyventure International (UK) Limited

Profit and Loss Account for the Period from 26 December 2022 to 31 December 2023

Note

26 December 2022 to 31 December 2023
 $

27 December 2021 to 25 December 2022
 $

Turnover

3

17,893,722

5,109,981

Cost of sales

 

(4,837,333)

(1,206,884)

Gross profit

 

13,056,389

3,903,097

Administrative expenses

 

(5,400,047)

(5,202,005)

Operating profit/(loss)

4

7,656,342

(1,298,908)

Loss on financial assets at fair value through profit and loss account

4

(541,953)

(40,912)

Exceptional income

4

-

2,394,220

Other interest receivable and similar income

5

4,365,669

2,587,533

Interest payable and similar charges

6

(36,448)

(48,271)

 

3,787,268

4,892,570

Profit before tax

 

11,443,610

3,593,662

Taxation

10

(697,874)

(111,470)

Profit for the financial period

 

10,745,736

3,482,192

The above results were derived from continuing operations.

The company has no other comprehensive income for the period.

 

Skyventure International (UK) Limited

(Registration number: 04647357)
Balance Sheet as at 31 December 2023

Note

31 December 2023
 $

25 December 2022
 $

Fixed assets

 

Tangible assets

11

452

1,407,553

Investments

12

16,976,162

16,976,162

 

16,976,614

18,383,715

Current assets

 

Stocks

13

-

230,596

Debtors

14

15,904,588

16,814,593

Cash at bank and in hand

 

2,035,770

5,254,690

 

17,940,358

22,299,879

Creditors: Amounts falling due within one year

15

(9,851,204)

(5,378,521)

Net current assets

 

8,089,154

16,921,358

Net assets

 

25,065,768

35,305,073

Capital and reserves

 

Called up share capital

16

76,705

76,705

Share premium reserve

17

4,667,097

4,667,097

Capital redemption reserve

17

3,568

3,568

Other reserves

17

9,981,711

9,981,711

Profit and loss account

17

10,336,687

20,575,992

Total equity

 

25,065,768

35,305,073

Approved and authorised by the Board on 11 September 2024 and signed on its behalf by:
 


S C Ward
Director

 

Skyventure International (UK) Limited

Statement of Changes in Equity for the Period from 26 December 2022 to 31 December 2023

Share capital
$

Share premium
$

Capital redemption reserve
$

Foreign currency translation reserve
$

Capital contribution
$

Profit and loss account
$

Total
$

At 26 December 2022

76,705

4,667,097

3,568

31,702

9,950,009

20,575,992

35,305,073

Profit for the period

-

-

-

-

-

10,745,736

10,745,736

Dividends

-

-

-

-

-

(20,985,041)

(20,985,041)

At 31 December 2023

76,705

4,667,097

3,568

31,702

9,950,009

10,336,687

25,065,768

Share capital
$

Share premium
$

Capital redemption reserve
$

Foreign currency translation reserve
$

Other reserves
$

Profit and loss account
$

Total
$

At 27 December 2021

108,407

4,667,097

3,568

-

9,950,009

17,093,800

31,822,881

Profit for the period

-

-

-

-

-

3,482,192

3,482,192

Other comprehensive income

-

-

-

31,702

-

-

31,702

Other share capital movements

(31,702)

-

-

-

-

-

(31,702)

At 25 December 2022

76,705

4,667,097

3,568

31,702

9,950,009

20,575,992

35,305,073

 

Skyventure International (UK) Limited

Statement of Cash Flows for the Period from 26 December 2022 to 31 December 2023

Note

26 December 2022 to 31 December
2023
$

27 December 2021 to 25 December
2022
$

Cash flows from operating activities

Profit for the period

 

10,745,736

3,482,192

Adjustments to cash flows from non-cash items

 

Depreciation and amortisation

4

319

319

Finance income

5

(4,365,669)

(2,587,533)

Finance costs

6

36,448

48,271

Income tax expense

10

697,874

111,470

 

7,114,708

1,054,719

Working capital adjustments

 

Decrease/(increase) in stocks

13

230,596

(230,596)

Decrease in trade debtors

14

2,316,787

2,145,615

Increase in trade creditors

15

4,117,851

187,728

Cash generated from operations

 

13,779,942

3,157,466

Income taxes paid

10

(343,042)

(111,470)

Net cash flow from operating activities

 

13,436,900

3,045,996

Cash flows from investing activities

 

Interest received

5

1,264,170

1,343,793

Acquisitions of tangible assets

-

(1,406,782)

Dividend income

5

3,101,499

1,243,740

Net cash flows from investing activities

 

4,365,669

1,180,751

Cash flows from financing activities

 

Interest paid

6

(36,448)

(48,271)

Dividends paid

18

(20,985,041)

-

Net cash flows from financing activities

 

(21,021,489)

(48,271)

Net (decrease)/increase in cash and cash equivalents

 

(3,218,920)

4,178,476

Cash and cash equivalents at 26 December

 

5,254,690

1,076,214

Cash and cash equivalents at 31 December

 

2,035,770

5,254,690

 

Skyventure International (UK) Limited

Notes to the Financial Statements for the Period from 26 December 2022 to 31 December 2023

 

1

General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
5 Deansway
Worcester
WR1 2JG

The principal place of business is:
Euskirchen Way
Basingstoke
Hampshire
RG22 6PG

 

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.

Basis of preparation

These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.

The presentational currency of the financial statements is US Dollars, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest US Dollar.

Name of parent of group

These financial statements are consolidated in the financial statements of iFLY Holdings LLC.

The financial statements of iFLY Holdings LLC may be obtained from the company's registered office.

Going concern

The business activities of Skyventure International (UK) Limited (the UK company), together with the factors likely to affect its future development, performance and position are set out in the Strategic Report on page 2. The company continues to benefit from considerable financial resources and support from iFLY Holdings, LLC (the Parent) and the directors are confident that the underlying Group business remains strong.

Critical accounting judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
 

 

Skyventure International (UK) Limited

Notes to the Financial Statements for the Period from 26 December 2022 to 31 December 2023

Judgements

No significant judgements have been made by management in preparing these financial statements.

The company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.

Key sources of estimation uncertainty

No key sources of estimation uncertainty have been identified by management in preparing these financial statements other than those detailed in these accounting policies.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the company’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the company.

The company recognises revenue when: The amount of revenue can be reliably measured; it is probable that future economic benefits will flow to the entity; and specific criteria have been met for each of the company's activities.

Revenues in relation to the sale of time in wind tunnels are recognised when the group's obligations to customers are fulfilled. Amounts received in advance whether by deposit or purchase or voucher, are presented as a liability until the time is in the wind tunnel has been utilised or the voucher lapses at which point the revenue is taken to the profit and loss account.

Revenue is relation to the sale of wind tunnels are recognised as projects progress in accordance with the term of the contracts with customers.

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the initial transaction dates.

Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Tax

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

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

Tangible assets

Tangible assets are stated in the statement of financial position at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

 

Skyventure International (UK) Limited

Notes to the Financial Statements for the Period from 26 December 2022 to 31 December 2023

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class

Depreciation method and rate

Plant and machinery - wind tunnel

4% straight line

Plant and machinery - other

25% reducing balance

Fixtures, fittings and equipment

25% reducing balance

Investments

Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.

Dividends on equity securities are recognised in income when receivable.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Trade debtors

Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. All debtors are repayable within one year and are hence included at the undiscounted amount of the cash expected to be received. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the receivables.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out method.

At each reporting date, stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in profit or loss.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Dividends

Final dividend distribution to the company’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.

 

Skyventure International (UK) Limited

Notes to the Financial Statements for the Period from 26 December 2022 to 31 December 2023

Financial instruments


Classification
Financial instruments are classified and accounted for according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the company is presented as a liability on the balance sheet. The corresponding dividends relating to the liability component are charged as interest expenses in the profit and loss account.

 Recognition and measurement
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

Financial assets and liabilities are only offset in the balance sheet when, and only when, there exists a legally enforceable right to set off the recognised amounts and the company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.


 Impairment
Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below.

Non-financial assets

An asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.

Financial assets

For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.

For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.

Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

 

Skyventure International (UK) Limited

Notes to the Financial Statements for the Period from 26 December 2022 to 31 December 2023

 

3

Revenue

The analysis of the company's turnover for the period from continuing operations is as follows:

26 December 2022 to 31 December
2023
$

27 December 2021 to 25 December
2022
$

Rendering of services

7,597,715

2,318,263

Royalties receivable and management charge income

10,296,007

2,791,718

17,893,722

5,109,981

The analysis of the company's turnover for the period by market is as follows:

26 December 2022 to 31 December 2023

27 December 2021 to 25 December 2022

$

$

Europe

8,102,856

1,537,295

North America

5,910,535

324,663

South America

766,866

23,025

Asia

689,428

2,173,190

Australasia

2,424,037

1,051,808

17,893,722

5,109,981

 

4

Operating profit

Arrived at after charging/(crediting):

26 December 2022 to 31 December 2023
 $

27 December 2021 to 25 December 2022
 $

Depreciation expense

319

319

Research and development cost

-

11,704

Foreign exchange (gains)/losses

(244,436)

1,331,530

Operating lease expense - property

39,529

16,002

Provisions against group company loans and investments

541,953

40,912

Contingent amounts received on sale of subsidiary

-

(2,394,220)

Contingent amounts received on the sale of subsidiary arises on the agreement of new terms that were originally agreed in 2016.

 

Skyventure International (UK) Limited

Notes to the Financial Statements for the Period from 26 December 2022 to 31 December 2023

 

5

Other interest receivable and similar income

26 December 2022 to 31 December
2023
$

27 December 2021 to 25 December
2022
$

Interest income

1,264,170

1,343,793

Dividend income

3,101,499

1,243,740

4,365,669

2,587,533

 

6

Interest payable and similar expenses

26 December 2022 to 31 December
2023
$

27 December 2021 to 25 December
2022
$

Interest on bank overdrafts and borrowings

36,448

48,271

 

7

Staff costs

The aggregate payroll costs (including directors' remuneration) were as follows:

26 December 2022 to 31 December
2023
$

27 December 2021 to 25 December
2022
$

Wages and salaries

813,690

880,932

Social security costs

144,592

127,634

958,282

1,008,566

The average number of persons employed by the company (including directors) during the period, analysed by category was as follows:

26 December 2022 to 31 December 2023
 No.

27 December 2021 to 25 December 2022
 No.

Administration and support

3

2

 

8

Directors' remuneration

The directors' remuneration for the period, which is also the highest paid director (all other directors remuneration costs are bourne by other group entities) was as follows:

26 December 2022 to 31 December
2023
$

27 December 2021 to 25 December
2022
$

Remuneration

534,834

783,384

 

Skyventure International (UK) Limited

Notes to the Financial Statements for the Period from 26 December 2022 to 31 December 2023

 

9

Auditors' remuneration

26 December 2022 to 31 December
2023
$

27 December 2021 to 25 December
2022
$

Audit of the financial statements

14,000

13,500

Other fees to auditors

All other non-audit services

7,000

6,500


 

 

10

Taxation

Tax charged/(credited) in the profit and loss account

26 December 2022 to 31 December
2023
$

27 December 2021 to 25 December
2022
$

Current taxation

UK corporation tax

354,832

-

UK corporation tax adjustment to prior periods

204,522

-

559,354

-

Foreign tax

138,520

111,470

Tax expense in the income statement

697,874

111,470

The tax on profit before tax for the period is lower than the standard rate of corporation tax in the UK (2022 - lower than the standard rate of corporation tax in the UK) of 23.5% (2022 - 19%).

The differences are reconciled below:

26 December 2022 to 31 December
2023
$

27 December 2021 to 25 December
2022
$

Profit before tax

11,443,610

3,593,662

Corporation tax at standard rate

2,689,248

682,796

Effect of revenues exempt from taxation

(728,852)

(236,311)

Effect of expense not deductible in determining taxable profit (tax loss)

128,890

64,849

Effect of tax losses

(1,595,934)

(511,334)

Effect of foreign tax rates

-

111,470

Increase in UK and foreign current tax from adjustment for prior periods

204,522

-

Total tax charge

697,874

111,470

 

Skyventure International (UK) Limited

Notes to the Financial Statements for the Period from 26 December 2022 to 31 December 2023

 

11

Tangible assets

Furniture, fittings and equipment
 $

Properties under construction
 $

Total
$

Cost

At 26 December 2022

6,742

1,406,782

1,413,524

Disposals

-

(1,406,782)

(1,406,782)

At 31 December 2023

6,742

-

6,742

Depreciation

At 26 December 2022

5,971

-

5,971

Charge for the period

319

-

319

At 31 December 2023

6,290

-

6,290

Carrying amount

At 31 December 2023

452

-

452

At 25 December 2022

771

1,406,782

1,407,553

 

12

Investments in subsidiaries

$

Cost and net book value

At 26 December 2022 and 31 December 2023

16,976,162

Details of undertakings

Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

     

2023

2022

Subsidiary undertakings

iFLY Indoor Skydiving Limited

5 Deansway
Worcester
Worcestershire
WR1 2JG

England and Wales

Ordinary

100%

100%

iFLY Australia Pty Limited

1 Parklans Crescent
Brighton East
Victoria
3187

Australia

Ordinary

99.99%

99.99%

iFLY Copenhagen ApS

Sundfrogsgade 21
2100 Copenhagan OE

Denmark

Ordinary

100%

100%

iFLY Canada ULC

20th Floor, 250 Howe Street
Vancouver BC V6C 2 R8

Canada

Ordinary

100%

100%

 

Skyventure International (UK) Limited

Notes to the Financial Statements for the Period from 26 December 2022 to 31 December 2023

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

iFLY (Shanghai) Company Limited

Room 329, Building 40
Wenshui Road
Jing'an District
Shanghai

China

Ordinary

100%

100%

iFLY Paris

Vill'Up (Boite 12)
30 Avenue Corentin Cariou
75019
Paris

France

Ordinary

60%

60%

Subsidiary undertakings

iFLY Indoor Skydiving Limited

The principal activity of iFLY Indoor Skydiving Limited is Sale of time in a wind tunnel.

iFLY Australia Pty Limited

The principal activity of iFLY Australia Pty Limited is Sale of time in a wind tunnel.

iFLY Copenhagen ApS

The principal activity of iFLY Copenhagen ApS is Sale of time in a wind tunnel.

iFLY Canada ULC

The principal activity of iFLY Canada ULC is Sale of time in a wind tunnel.

iFLY (Shanghai) Company Limited

The principal activity of iFLY (Shanghai) Company Limited is Asia region development company.

 

13

Stocks

31 December
2023
$

25 December
2022
$

Finished goods and goods for resale

-

230,596

 

14

Debtors

Note

31 December 2023
 $

25 December 2022
 $

Trade debtors

 

177,442

329,408

Amounts owed by related parties

19

15,418,659

14,721,114

Other debtors

 

159,155

1,738,748

Prepayments

 

149,332

25,323

Total current trade and other debtors

 

15,904,588

16,814,593

 

Skyventure International (UK) Limited

Notes to the Financial Statements for the Period from 26 December 2022 to 31 December 2023

 

15

Creditors

Note

31 December 2023
 $

25 December 2022
 $

Due within one year

 

Trade creditors

 

46,194

23,127

Amounts due to related parties

19

7,066,226

3,456,537

Social security and other taxes

 

53,537

-

Other creditors

 

1,127,817

10,190

Accrued expenses

 

1,202,598

1,888,667

Corporation tax liability

10

354,832

-

 

9,851,204

5,378,521

 

16

Share capital

Allotted, called up and fully paid shares

 

31 December
2023

25 December
2022

 

No.

$

No.

$

Ordinary of £1 each

65,591

76,705

65,591

76,705

         
 

17

Reserves

Share premium represents the amounts received in excess of the nominal value of the issued share capital.

Capital redemption reserve represents the nominal values of share capital bought back by the company and cancelled where not funded out of a fresh issue of shares.

Foreign currency translation reserve represents the value attributable to movement in the exchange rate between the issue of new shares for the purpose of funding the buy back of previously issued shares, all of which are denominated in GB£'s.

Capital contribution reserve represents amounts invested by the parent in the company by means other than share capital.

 

18

Dividends

31 December 2023
 $

25 December 2022
 $

Dividends paid

20,985,041

-

 

Skyventure International (UK) Limited

Notes to the Financial Statements for the Period from 26 December 2022 to 31 December 2023

 

19

Related party transactions

26 December 2022 to 31 December 2023

27 December 2021 to 25 December 2022

26 December 2022 to 31 December 2023

27 December 2021 to 25 December 2022

$

$

$

$

Paid to / (received from)

Paid to / (received from)

Amounts due from / (to)

Amounts due from / (to)

Subsidiary undertakings

iFLY Indoor Skydiving Limited

1,865,768

(34,565)

3,809,409

1,943,641

iFLY Australia Pty Limited

(2,753,191)

(713,432)

(7,054,864)

(4,301,673)

iFLY Copenhagen ApS

(1,003)

542,955

9,589,050

9,590,053

iFLY Copenhagen ApS - Provision

(541,952)

-

(9,589,050)

(9,047,098)

iFLY Canada ULC

(2,821,620)

3,454,813

4,696,489

7,518,109

iFLY (Shanghai) Company Limited

22,473

24,153

82,677

60,204

iFLY Paris

43,160

(1,533,012)

3,517,178

3,474,018

Other group companies

Sky Group Investments LLC

116,869

(177,013)

(11,362)

(128,231)

iFLY Holdings LLC

350,520

5,222

1,195,655

845,135

SkyVenture LLC

(704,042)

(234,851)

1,010,189

1,714,231

SkyVenture Management LLC

1,510,875

(1,089,865)

1,105,090

(405,785)

International Bodyflight Association LLC

-

346

1,972

1,972

 

20

Parent and ultimate parent undertaking

On September 13, 2022, the Company's immediate parent SkyVenture Cooperatief U.A. (SVC), incorporated in Netherlands recapitalize its shares in the Company by exchanging its existing Company shares for new Company shares with similar economic terms.

On March 17, 2023, SVC was dissolved. Just prior to this, SVC’s shares in the Company were transferred to iFLY Holdings, LLC, incorporated in the United States of America.

The ultimate parent is IFH Acquisition LLC, incorporated in United States of America and the registered office being: 251 Little Falls Dr. Wilmington, DE 19808.

The smallest and largest group in which the results of the company are consolidated is that headed by iFLY Holdings LLC, a company incorporated in the United States of America and the registered office being: 13265 N US Highway 183, Suite A, Austin, Texas, 78750.