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Information
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Contents
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Members' report
For the year ended 31 December 2023
The members present their members' report together with the audited financial statements of Cyrus Capital Partners Europe LLP ('the LLP') for the year ended 31 December 2023.
Principal activity
The principal activity of the LLP in the year under review was the provision of investment advisory services to Cyrus Capital Partners L.P. The LLP is authorised by the Financial Conduct Authority.
Designated Members
The designated members of the LLP who served during the year were:
Cyrus Capital Partners Limited L E Farrell Members' capital and interests On formation of the LLP, the members contributed capital of £300,000. Additional capital may be contributed to the LLP by agreement with the Corporate Member (Cyrus Capital Partners Limited) provided that any such further capital contribution will not dilute the interest of L E Farrell without his prior written consent. Details of changes in members' capital in the year ended 31 December 2023 are set out in the financial statements. Profits are allocated to the capital account of the Corporate Member in such amounts as the Corporate Member believes are required as working capital and to satisfy financial resources requirements of the FCA. The remainder of the profits and losses may be allocated according to the ownership, but the Corporate Member is entitled at its sole discretion to alter the allocation of profits and losses. Subject to the Corporate Member being satisfied as to the level of profit in the year, it has discretion to allow members to make drawings in advance of the financial year end in anticipation of their profit entitlement. Members' capital may not be redeemed except on the winding up of the LLP or where an equal amount is transferred to another such account by the former member or a person replacing them as a member.
Members' responsibilities statement
The members are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law, (as applied by The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008), requires the members to prepare financial statements for each financial year. Under that law the members 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, (as applied by The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008) the members 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 LLP and of the profit or loss of the LLP for that period.
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Members' report (continued)
For the year ended 31 December 2023
Members' responsibilities statement (continued)
In preparing these financial statements, the members are required to:
∙select suitable accounting policies and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the LLP will continue in business.
The members are responsible for keeping adequate accounting records that are sufficient to show and explain the LLP's transactions and disclose with reasonable accuracy at any time the financial position of the LLP and to enable them to ensure that the financial statements comply with the Companies Act 2006 (as applied by The Limited Liability Partnerships (Accounts and Audit) (Application of the Companies Act 2006) Regulations 2008). They are also responsible for safeguarding the assets of the LLP and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
This report was approved by the members on 23 April 2024 and signed on their behalf by:
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Independent auditor's report to the members of Cyrus Capital Partners Europe LLP
For the year ended 31 December 2023
We have audited the financial statements of Cyrus Capital Partners Europe LLP ('the LLP') for the year ended 31 December 2023, which comprise the Statement of comprehensive income, the Statement of financial position, the Reconciliation of members' interests and the related notes, 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).
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 LLP in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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.
In auditing the financial statements, we have concluded that the members' 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 LLP'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 members with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's report thereon. The members are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and 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.
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Independent auditor's report to the members of Cyrus Capital Partners Europe LLP (continued)
For the year ended 31 December 2023
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
∙the Senior Statutory Auditor ensured that the engagement team collectively has the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations, including knowledge specific to auditing investment advisory firms;
∙we made enquiries of management as to where they considered there was susceptibility to fraud, and their knowledge of actual, suspected and alleged fraud;
∙we identified the laws and regulations that could reasonably be expected to have a material effect on the financial statements of the LLP through discussions with the designated members and other management at the planning stage, and from our knowledge and experience of investment advisory firms;
∙the audit team held a discussion to identify any particular areas that were considered to be susceptible to misstatement, including with respect to fraud and non-compliance with laws and regulations; and
∙we focused our planned audit work on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company including the Companies Act 2006 as applied to LLPs, The Financial Services and Markets Act 2000, employment legislation and taxation legislation.
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Independent auditor's report to the members of Cyrus Capital Partners Europe LLP (continued)
For the year ended 31 December 2023
Auditor's responsibilities for the audit of the financial statements (continued)
We assessed the extent of compliance with the laws and regulations identified above through:
∙making enquiries of management;
∙inspecting legal correspondence throughout the period for any potential litigation of claims; and
∙considering the internal controls in place that are designed to mitigate risks of fraud and non-compliance with laws and regulations.
To address the risk of fraud through management bias and override of controls, we:
∙determined the susceptibility of the company to management override of controls by checking the implementation of controls and enquiring of individuals involved in the financial reporting process;
∙reviewed journal entries throughout the year to identify unusual transactions;
∙performed analytical procedures to identify any large, unusual or unexpected transactions and investigated any large variances from the prior period;
∙reviewed accounting estimates and evaluated where judgements or decisions made by management indicated bias on the part of the company's management;
∙tested the occurrence of revenue by reviewing the service agreement between the LLP and its ultimate parent undertaking and investigated any material variances to expectation; and
∙carried out substantive testing to check the occurrence and cut-off of expenditure.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included:
∙agreeing financial statement disclosures to underlying supporting documentation; and
∙enquiring of management as to actual and potential litigation and claims.
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 is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's report.
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Independent auditor's report to the members of Cyrus Capital Partners Europe LLP (continued)
For the year ended 31 December 2023
This report is made solely to the LLP's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006, as applied by Part 12 of The Limited Liability Partnerships (Accounts and Audit) (Applications of Companies Act 2006) Regulations 2008. Our audit work has been undertaken so that we might state to the LLP'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 LLP and the LLP's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Statutory Auditor
130 Wood Street
EC2V 6DL
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Statement of comprehensive income
For the year ended 31 December 2023
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Statement of financial position
As at
The financial statements were approved and authorised for issue by the members on
The notes on pages 10 to 18 form part of these financial statements.
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Reconciliation of members' interests
For the year ended 31 December 2023
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Notes to the financial statements
For the year ended 31 December 2023
Cyrus Capital Partners Europe LLP is a limited liability partnership incorporated and registered in England and Wales. The registered office and principal place of business is 4 Cork Street, 1st Floor, London, W1S 3LB. The registered number is OC309546.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' ('FRS 102') and the Companies Act 2006 and the requirements of the Statement of Recommended Practice "Accounting by Limited Liability Partnerships".
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the LLP's accounting policies (see note 3). The following principal accounting policies have been applied:
The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102:
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a),12.29(b) and 12.29A; and
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Cyrus Capital Partners Limited as at 31 December 2023 and these financial statements may be obtained from Companies House.
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the LLP and the revenue can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before turnover is recognised:
Rendering of services Turnover from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the LLP will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably, and;
∙the costs incurred and the costs to complete the contract can be measured reliably.
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Notes to the financial statements
For the year ended 31 December 2023
2.Accounting policies (continued)
Turnover represents income derived from the LLP's principal activity of providing investment advisory services to Cyrus Capital Partners in accordance with the Service Agreement. Fees are accrued monthly and are presented exclusive of Value Added Tax.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Functional and presentation currency
The LLP's functional and presentational currency is GBP.
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Notes to the financial statements
For the year ended 31 December 2023
2.Accounting policies (continued)
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the profit and loss account except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the profit and loss account within 'finance income or costs'. All other foreign exchange gains and losses are presented in the Income Statement within 'administrative expenses'.
A division of profits is the mechanism by which the profits of an LLP become a debt due to members. A division may be automatic or discretionary, may relate to some or all of the profits for a financial period and may take place during or after the end of a financial period.
An automatic division of profits is one where the LLP does not have an unconditional right to avoid making a division of an amount of profits based on the members' agreement in force at the time, whereas a discretionary division of profits requires a decision to be made by the LLP, which it has the unconditional right to avoid making.
The LLP divides profits automatically. Automatic divisions of profits are recognised as 'Members' remuneration charged as an expense' in the Statement of comprehensive income.
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Notes to the financial statements
For the year ended 31 December 2023
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Notes to the financial statements
For the year ended 31 December 2023
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Notes to the financial statements
For the year ended 31 December 2023
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Notes to the financial statements
For the year ended 31 December 2023
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Notes to the financial statements
For the year ended 31 December 2023
Loans and other debts due to members rank equally with debts due to ordinary creditors in the event of a winding up.
The LLP had no contingent liabilities at 31 December 2023 or 31 December 2022.
The LLP had no capital commitments at 31 December 2023 or 31 December 2022.
The entity operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the entity in an independently administered fund. The pension cost charge represents contributions made by the entity to the fund and amounted to £23,195 (2022 - £22,028). Contributions totalling £2,076 (2022 - £3,509) were payable to the fund at the reporting date and are included in 'Other creditors'.
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Notes to the financial statements
For the year ended 31 December 2023
The LLP's immediate parent undertaking is Cyrus Capital Partners Limited, a company registered in England and
Wales. The registered office of Cyrus Capital Partners Limited is 4 Cork Street, 1st Floor, London, W1S 3LB. The LLP's ultimate parent undertaking is Cyrus Capital Partners L.P., an entity established in the United States of America. The registered office of Cyrus Capital Partners L.P. is 65 East 55th Street, 35th Floor, New York, NY 10022. The ultimate controlling party of the LLP, by virtue of a majority holding in Cyrus Capital Partners L.P. is S Freidheim. The largest and smallest group for which consolidated financial statements are prepared and of which the LLP is a member is that headed by Cyrus Capital Partners Limited. Cyrus Capital Partners Limited has the same registered office as the LLP.
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