Company registration number 13068585 (England and Wales)
NEOS 2 LTD (FORMERLY CC STIM UK TRADECO 2 LTD)
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
NEOS 2 LTD (FORMERLY CC STIM UK TRADECO 2 LTD)
COMPANY INFORMATION
Directors
R J Quelch
(Appointed 1 February 2024)
B M Collier
(Appointed 1 May 2024)
K Ullerup
(Appointed 1 May 2024)
Company number
13068585
Registered office
Proud Mary
42-43 St Mary Street
Cardiff
United Kingdom
CF10 1AD
Auditor
Krogh & Partners Ltd
Chartered Accountants & Registered Auditors
Salisbury House, 5th Floor
29 Finsbury Circus
London
EC2M 5QQ
NEOS 2 LTD (FORMERLY CC STIM UK TRADECO 2 LTD)
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 5
Directors' responsibilities statement
6
Independent auditor's report
7 - 10
Statement of comprehensive income
11
Balance sheet
12
Statement of changes in equity
13
Notes to the financial statements
14 - 25
NEOS 2 LTD (FORMERLY CC STIM UK TRADECO 2 LTD)
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -
Strategic report for the year ended 31 December 2023
The directors present their strategic report for the Company for the year ended 31 December 2023.
Review of the business
The directors wish to draw attention to the “Significant post year end developments” and “Future Outlook” paragraphs at the end of this strategic report.
NEOS 2 LTD (formerly CC STIM UK TRADECO 2 LTD) (the “Company”) achieved a 23.18% reduction in revenue. EBITDA before special items was £(739,785) (2022 - £2,532,790).
The primary decrease in revenue and EBTIDA before special items is as a result of the cost of living crisis impacting both the levels of disposable income of our guests and the day-to-day costs of our venues.
Strategic approach
Financing
The Group’s lending facility expired in January 2023 and has been refinanced during the year, see “Significant post year end developments”.
Financial review and key performance indicators
The directors consider that revenue and EBITDA are the Key Performance Indicators (“KPI’s”) for the Company.
Information shown in 000’s Year ending 31 December 2023 Year ending 31 December 2022
Revenue £12,489 £16,345
EBITDA £(1,235) £2,533
As a result of the Company achieving a loss after tax of £(1,716,010) and voting dividends in the year of £Nil the Company’s net assets decreased from £1,641,941 to £(74,069).
NEOS 2 LTD (FORMERLY CC STIM UK TRADECO 2 LTD)
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Risks and uncertainties
Competitive landscape
The late-night entertainment industry is fundamentally experiential and is constantly evolving. As such, we need to be able to adapt to the changes in the market and what people want from their night out. Additionally, leisure sector spend can be one of the first areas to experience the pinch of any economic downturn. Due to this there is a risk that fashion may move in a way that would harm our sales. In order to address this, we invest heavily in engagement with our guests, through our social media and guest relations teams, as well as training for our staff in venues.
Our industry can be highly competitive and a new venue opening nearby to one of our venues can pose a threat to sales and profitability, at least in the short term. Competition can vary in type whether that is superior quality or lower prices, and both can have an impact on guest demographic targeting certain sections of our guest base. We constantly monitor local competitor activity in order to respond to threats. Focussed plans will be drawn up by our operations management and business development teams and the relatively large scale of the Group enables us to engage in targeted promotional activity and the use of popular PAs and entertainment in order to minimise the effect of new competition.
Licencing & Crime
Licensing and relationships with local authorities can be challenging in some areas of the country and poor relationships can introduce a risk of business interruption. Our experienced Venue Managers, Regional Managers and Regional Directors are empowered to build close working relationships with local authorities, and they are backed up by our central legal team and a team of external specialist licencing solicitors. We also carry out regular operational compliance and health and safety audits of all sites, with any adverse results being quickly followed up on. We ensure that sufficient searching and other safety procedures are in place at all of our venues with many of our site Venue Managers either a member of or indeed chairing their local Best Bar None or Pubwatch committees.
Utility and energy cost exposure
The last 3 years have seen a significant amount of volatility in energy prices.
The Company operates a policy of purchasing up to 3 years energy consumption in advance on the wholesale markets with slugs of energy traded to ensure that the best possible prices are delivered. This means that the energy for 2023 and most of 2024 has already been acquired at rates that were secured when the market was at a lower rate than today and so the Company will not suffer from immediate price challenges that the rest of the market is exposed to, and our prices are fixed already for this year and next year. The Company is working with its brokers and advisers to ensure the best possible energy procurement from 2024 onwards.
In addition to securing fixed pricing, the Company also ensures that it uses low-energy-consumption equipment wherever possible, replacing halogen lighting for LED lighting and implementing the latest sound technology when upgrades take place. We have a network of energy champions across the estate. These individuals are responsible in each venue for ensuring that the Company’s policies regarding management of energy consumption are put in place to drive down consumption outside of peak trading hours. We are in the process of installing energy monitoring devices to reduce our consumption in both fridges and cellar cooling.
Currency exposure
The UK business has a substantial amount of loan funding denominated in Danish Kroner (DKK) and this creates a risk of currency fluctuations.
Management have decided to not utilise any hedging instruments to manage the currency fluctuation risk as these may create a greater risk to the business’ wider objectives.
NEOS 2 LTD (FORMERLY CC STIM UK TRADECO 2 LTD)
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
Significant post year end developments
On 1 February 2024, the Company became part of the NEOS TOPCO LTD (formerly CC STORM UK TOPCO Limited) group of companies as part of a pre-pack Administration deal following the CC STIM UK TOPCO Limited group of companies entering into administration. For further information see note 1.3.
On 1 May 2024 the Company’s ultimate controlling party became Skyvest Holdings ApS. For further information see note 25.
The directors are of the opinion that there are no other significant post period end developments that should be brought to the attention of the reader of these financial statements.
Future outlook
Following the aforementioned group restructure, the directors believe that the venues operated by the Company will result in a positive EBTIDA contribution. The near-term economic conditions for consumers continue to look challenging and therefore the Company will continue to focus on offering the best possible guest experience and value while controlling costs tightly.
R J Quelch
Director
30 September 2024
NEOS 2 LTD (FORMERLY CC STIM UK TRADECO 2 LTD)
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -
The directors present their annual report and financial statements for the year ended 31 December 2023.
Principal activities
The principal activity of the Company continued to be that of licensed nightclubs.
Results and dividends
The results for the year are set out on page 11.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
A N Falbert
(Resigned 1 May 2024)
V E Hahn-Petersen
(Resigned 1 May 2024)
P J Marks
(Resigned 1 February 2024)
R J Quelch
(Appointed 1 February 2024)
B M Collier
(Appointed 1 May 2024)
K Ullerup
(Appointed 1 May 2024)
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 Company continues and that the appropriate training is arranged. It is the policy of the Company that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.
Engagement with employees
The directors are extremely mindful of the importance of employee engagement. The Company uses social media sites and regular team meetings to keep employees informed about developments that are relevant to them and to gather their thoughts and feedback.
Auditor
Krogh & Partners Ltd were appointed as auditors and is deemed to be reappointed under section 487(2) of the Companies Act 2006.
Strategic report
The Company has chosen to set out in the strategic report information required to be stated in the directors’ report including a review of business and principle risks and uncertainties.
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 Company’s auditor 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 Company’s auditor is aware of that information.
NEOS 2 LTD (FORMERLY CC STIM UK TRADECO 2 LTD)
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 5 -
On behalf of the board
R J Quelch
Director
30 September 2024
NEOS 2 LTD (FORMERLY CC STIM UK TRADECO 2 LTD)
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 6 -
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 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 then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
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.
NEOS 2 LTD (FORMERLY CC STIM UK TRADECO 2 LTD)
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF NEOS 2 LTD (FORMERLY CC STIM UK TRADECO 2 LTD)
- 7 -
Opinion
We have audited the financial statements of NEOS 2 LTD (the 'Company') for the year ended 31 December 2023 which comprise the Statement Of Comprehensive Income, Balance Sheet, Statement of Changes in Equity 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;
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
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 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 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.
The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the directors, but does not include the financial statements and our Report of the Auditors 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 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 the audit:
statements are prepared is consistent with the financial statements; and
NEOS 2 LTD (FORMERLY CC STIM UK TRADECO 2 LTD)
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF NEOS 2 LTD (FORMERLY CC STIM UK TRADECO 2 LTD)
- 8 -
Matters on which we are required to report by exception
In the light of the 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 or the Report of the directors.
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 6, 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 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.
NEOS 2 LTD (FORMERLY CC STIM UK TRADECO 2 LTD)
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF NEOS 2 LTD (FORMERLY CC STIM UK TRADECO 2 LTD)
- 9 -
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 a Report of the Auditors 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.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
we identified the laws and regulations applicable to the Company through discussions with directors and other management, and from our commercial knowledge of the business;
we focused 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, taxation legislation, data protection, and anti-bribery;
we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the Company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud;
considering the internal controls in place 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:
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
agreeing financial statement disclosures to underlying supporting documentation;
enquiring of management as to actual and potential litigation and claims;
reviewing correspondence with HMRC and relevant regulators
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
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 Report of the Auditors.
NEOS 2 LTD (FORMERLY CC STIM UK TRADECO 2 LTD)
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF NEOS 2 LTD (FORMERLY CC STIM UK TRADECO 2 LTD)
- 10 -
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 a Report of the Auditors 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.
John Lindegaard (Senior Statutory Auditor)
For and on behalf of Krogh & Partners Ltd (Stautory Auditor)
30 September 2024
Salisbury House, 5th Floor
29 Finsbury Circus
London
EC2M 5QQ
NEOS 2 LTD (FORMERLY CC STIM UK TRADECO 2 LTD)
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
2023
2022
Notes
£
£
Turnover
4
12,488,502
16,345,047
Cost of sales
(2,551,389)
(3,190,578)
Gross profit
9,937,113
13,154,469
Administrative expenses
(11,174,005)
(11,133,750)
Other operating (expenses)/income
4
(39,643)
103,000
Exceptional items
3
(482,852)
Operating (loss)/profit
5
(1,759,387)
2,123,719
Interest receivable and similar income
8
1,114
Interest payable and similar expenses
9
(55)
(3,557)
(Loss)/profit before taxation
(1,759,442)
2,121,276
Tax on (loss)/profit
10
43,432
(379,890)
(Loss)/profit for the financial year
(1,716,010)
1,741,386
The profit and loss account has been prepared on the basis that all operations are continuing operations.
There was no other comprehensive income for the year 1 January 2023 - 31 December 2023 or for the comparative year 1 January 2022 - 31 December 2022.
NEOS 2 LTD (FORMERLY CC STIM UK TRADECO 2 LTD)
BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 12 -
2023
2022
Notes
£
£
£
£
Fixed assets
Intangible assets
1,452,968
1,693,081
Tangible assets
13
1,323,506
1,115,332
Current assets
Stocks
14
117,133
238,529
Debtors
15
1,064,724
1,417,198
Cash at bank and in hand
182,316
76,495
1,364,173
1,732,222
Creditors: amounts falling due within one year
16
(4,063,813)
(2,737,318)
Net current liabilities
(2,699,640)
(1,005,096)
Total assets less current liabilities
76,834
1,803,317
Provisions for liabilities
Provisions
17
(52,549)
(19,590)
Deferred tax liability
18
(98,354)
(141,786)
(150,903)
(161,376)
Net (liabilities)/assets
(74,069)
1,641,941
Capital and reserves
Called up share capital
20
100
100
Profit and loss reserves
(74,169)
1,641,841
Total equity
(74,069)
1,641,941
The financial statements were approved by the board of directors and authorised for issue on 30 September 2024 and are signed on its behalf by:
R J Quelch
Director
Company Registration No. 13068585
NEOS 2 LTD (FORMERLY CC STIM UK TRADECO 2 LTD)
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 13 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 January 2022
100
1,100,455
1,100,555
Year ended 31 December 2022:
Profit and total comprehensive income for the year
-
1,741,386
1,741,386
Dividends
11
-
(1,200,000)
(1,200,000)
Balance at 31 December 2022
100
1,641,841
1,641,941
Year ended 31 December 2023:
Loss and total comprehensive income for the year
-
(1,716,010)
(1,716,010)
Balance at 31 December 2023
100
(74,169)
(74,069)
NEOS 2 LTD (FORMERLY CC STIM UK TRADECO 2 LTD)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 14 -
1
Accounting policies
Company information
NEOS 2 LTD (formerly CC STIM UK TRADECO 2 LTD) is a private company limited by shares incorporated in England and Wales. The registered office is Proud Mary, 42-43 St Mary Street, Cardiff, United Kingdom, CF10 1AD.
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.
This 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:
The financial statements of the Company are consolidated in the financial statements of Rekom Group Holdings ApS. These consolidated financial statements are available from CVR, the Danish state’s master register of business information.
1.2
Business combinations and negative goodwill
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. If the fair value of the assets, liabilities and contingent liabilities acquired exceed the consideration paid negative goodwill will be recognised
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.
Intangible assets are only recognised separately from goodwill where they are separable and arise from contractual or other legal rights. On acquisition, goodwill is allocated to cash-generating units (‘CGU’s’) that are expected to benefit from the combination.
Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.
NEOS 2 LTD (FORMERLY CC STIM UK TRADECO 2 LTD)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 15 -
1.3
Going concern
The financial statements have been prepared on a going concern basis.true
On 1 February 2024, the Company became part of the NEOS TOPCO LTD (formerly CC STORM UK TOPCO LTD) Group of companies as part of a pre-pack Administration deal following the CC STIM UK TOPCO LTD Group of companies entering into administration. As part of this process the directors prepared a detailed daily cashflow forecast to the end of 2025. The forecasting process included contingency plans and stress testing in case of negative budget deviations to ensure that the Company has sufficient resources to meet its liabilities as they fall due for a period of at least 12 months from the date of signing.
The cashflow forecast has been reviewed and adopted during the pre-pack Administration process.
As a part of the pre-pack transaction, CC STIM UK TOPCO LTD's funding partner rolled an existing 166m DKK of debt funding, that had been provided to the CC STIM UK TOPCO LTD Group of companies, into the new NEOS TOPCO LTD (formerly CC STORM UK TOPCO LTD) Group of companies. They also provided an additional 38m DKK of debt funding to the new group. The Company remains an obligor to that debt.
The loan agreement was due to expire in January 2025, however the lender has agreed to extend the expiry date to 1 December 2025 and has given the option to the Group for them to elect that any interest due between 1 February 2024 and 1 December 2025 can be paid in kind.
This, along with the support of the NEOS TOPCO LTD (formerly CC STORM UK TOPCO LTD) Group, gives the Company sufficient resources to continue as a going concern. The Company has received a letter of support from all companies in the NEOS TOPCO LTD Group valid to 1 December 2025.
The directors are of the opinion that there are no other significant post period end developments that should be brought to the attention of the reader of these financial statements.
Based on these assessments, and having regard to the resources available to the entity, the directors have concluded that there is no material uncertainty and that they can continue to adopt the going concern basis in preparing the annual report and accounts.
1.4
Turnover
Turnover is recognised as revenue net of value added tax recognised on sales.
Sale of goods and admission income are recognised when the significant risks and rewards of ownership of the goods or provision of services have passed to the buyer.
Admissions income is derived from admissions and other income includes room hire; machine income and other direct income to third parties.
1.5
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Lease premiums represent cash premiums paid to landlords in respect of initiating new or assigned leases. They are recognised at cost and then amortised over the term of the lease.
Amortisation 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:
Lease premium
3-10 years
NEOS 2 LTD (FORMERLY CC STIM UK TRADECO 2 LTD)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 16 -
1.6
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 land and buildings
3-15 years straight line basis
Fixtures and fittings
3-10 years straight line basis
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 credited or charged to profit or loss.
1.7
Impairment of fixed assets
At each reporting period end date, the Company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
If an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but not in excess of the amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of impairment is recognised immediately in profit or loss.
1.8
Stocks
Stocks have been valued at the lower of cost and the estimated selling price less costs to sell. In respect of work in progress, costs include a relevant proportion of overheads dependant on the stage of completion.
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.
1.9
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.10
Equity and reserves
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a deductions, net of tax, from the proceeds.
1.11
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 Company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
NEOS 2 LTD (FORMERLY CC STIM UK TRADECO 2 LTD)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 17 -
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 expected to apply in the period when the liability is settled or the asset is realised. 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 when the Company has 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.
1.12
Provisions
Provisions are recognised when the Company has a legal or constructive present obligation as a result of a past event, it is probable that the Company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.
1.13
Employee benefits
Short term employee benefits, including holiday entitlement and other non-monetary benefits, and contributions to defined contribution plans are recognised as an expense in the period in which they are incurred.
The Company recognises an accrual for accumulated annual leave accrued by employees as a result of services rendered in the current period for which employees can carry forward and use within the next year. The accrual is measured at the salary cost of the respective employee in relation to the period of absence.
1.14
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.15
Leases
Assets held under finance leases and hire purchase contracts are capitalised in the balance sheet and are depreciated over the shorter of the lease term and the asset's useful lives.
Rentals payable under operating leases are charged in the profit and loss account on a straight line basis over the lease term. Lease incentives are recognised over the lease term on a straight line basis.
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.
NEOS 2 LTD (FORMERLY CC STIM UK TRADECO 2 LTD)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 18 -
1.16
Government grants
Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.
A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.
1.17
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.
1.18
Interest receivable and interest payable
Interest payable and similar expenses include interest payable, and finance leases recognised in consolidated statement of comprehensive income using the effective interest method and the unwinding of the discount on provisions. Interest income and interest payable are recognised in profit or loss as they accrue, using the effective interest method.
1.19
Trade and other debtors are measured at transaction price less any impairment unless the arrangement constitutes a financing transaction in which case the transaction is measured at the present value of the future receipts discounted at the prevailing market rate of interest. Loans are initially measured at fair value and are subsequently measured at amortised cost using the effective interest method less any impairment.
1.20
Trade and other creditors
Trade and other creditors are measured at their transaction price unless the arrangement constitutes a financing transaction in which case the transaction is measured at present value of future payments discounted at prevailing market rate of interest. Other financial liabilities are initially measured at fair value net of their transaction costs. They are subsequently measured at amortised cost using the effective interest method.
2
Judgements and key sources of estimation uncertainty
The preparation of financial statements requires management to make judgements, estimates and assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and underlying 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 a continuing 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.
The directors consider that there are no significant judgements or estimates in the preparation of these financial statements.
NEOS 2 LTD (FORMERLY CC STIM UK TRADECO 2 LTD)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 19 -
3
Exceptional items
2023
2022
£
£
Expenditure
Restructure costs - employees
104,534
-
Venue exit costs
378,318
-
482,852
-
4
Turnover and other revenue
2023
2022
£
£
Turnover analysed by class of business
Sale of goods
9,484,446
12,710,661
Admissions income
2,703,753
3,300,914
Other income
300,303
333,472
12,488,502
16,345,047
2023
2022
£
£
Other significant revenue
Interest income
-
1,114
Government grants received
-
103,000
Turnover analysed by geographical market in the United Kingdom was £12,488,501 (2022 - £16,345,047).
5
Operating (loss)/profit
2023
2022
Operating (loss)/profit for the year/period is stated after charging/(crediting):
£
£
Government grants
-
(103,000)
Depreciation of owned tangible fixed assets
186,358
150,791
Profit on disposal of tangible fixed assets
(14,987)
-
Amortisation of intangible assets
353,308
258,280
Operating lease charges
900,927
883,906
Fees payable to the Company's auditor are bourn by CC STIM UK HOLDCO LTD.
NEOS 2 LTD (FORMERLY CC STIM UK TRADECO 2 LTD)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 20 -
6
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Venue Management
25
47
Frontline Staff
241
383
Directors
3
3
Total
269
433
Their aggregate remuneration comprised:
2023
2022
£
£
Wages and salaries
2,641,924
3,870,666
Social security costs
163,610
210,394
Pension costs
34,437
42,812
2,839,971
4,123,872
7
Directors' remuneration
No remuneration was paid to the directors.
8
Interest receivable and similar income
2023
2022
£
£
Interest income
Other interest income
1,114
9
Interest payable and similar expenses
2023
2022
£
£
Other interest
55
3,557
10
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
196,871
Adjustments in respect of prior periods
237,811
Total current tax
434,682
NEOS 2 LTD (FORMERLY CC STIM UK TRADECO 2 LTD)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
10
Taxation
2023
2022
£
£
(Continued)
- 21 -
Deferred tax
Origination and reversal of timing differences
(43,432)
(54,792)
Total tax (credit)/charge
(43,432)
379,890
The actual (credit)/charge for the year/period can be reconciled to the expected (credit)/charge for the year/period based on the profit or loss and the standard rate of tax as follows:
2023
2022
£
£
(Loss)/profit before taxation
(1,759,442)
2,121,276
Expected tax (credit)/charge based on the standard rate of corporation tax in the UK of 19.00% (2022: 19.00%)
(334,294)
403,042
Tax effect of expenses that are not deductible in determining taxable profit
66,340
47,308
Change in unrecognised deferred tax assets
(18,818)
Adjustments in respect of prior years
262,430
Group relief
97,825
(293,459)
Fair value adjustment
(33,248)
Fixed asset differences
12,171
Tax effect on net interest received from HMRC
464
Deferred tax not recognised on losses
126,697
Taxation (credit)/charge for the year
(43,432)
379,890
11
Dividends
2023
2022
£
£
Interim voted
1,200,000
NEOS 2 LTD (FORMERLY CC STIM UK TRADECO 2 LTD)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 22 -
12
Intangible fixed assets
Goodwill
Negative goodwill
Lease premium
Total
£
£
£
£
Cost
At 1 January 2023
1,478,749
(756,647)
472,612
1,194,714
Additions
16,223
96,972
113,195
At 31 December 2023
1,494,972
(756,647)
569,584
1,307,909
Amortisation and impairment
At 1 January 2023
221,812
(756,647)
36,468
(498,367)
Amortisation charged for the year
296,093
57,215
353,308
At 31 December 2023
517,905
(756,647)
93,683
(145,059)
Carrying amount
At 31 December 2023
977,067
475,901
1,452,968
At 31 December 2022
1,256,937
436,144
1,693,081
13
Tangible fixed assets
Leasehold land and buildings
Assets under construction
Fixtures and fittings
Total
£
£
£
£
Cost
At 1 January 2023
240,998
5,826
1,117,444
1,364,268
Additions
186,632
79,975
127,925
394,532
Transfers
(85,801)
85,801
At 31 December 2023
427,630
1,331,170
1,758,800
Depreciation and impairment
At 1 January 2023
28,238
220,698
248,936
Depreciation charged in the year
34,167
152,191
186,358
At 31 December 2023
62,405
372,889
435,294
Carrying amount
At 31 December 2023
365,225
958,281
1,323,506
At 31 December 2022
212,760
5,826
896,746
1,115,332
14
Stocks
2023
2022
£
£
Wet stock
117,133
238,529
NEOS 2 LTD (FORMERLY CC STIM UK TRADECO 2 LTD)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 23 -
15
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
457,016
Amounts owed by group undertakings
807,815
Other debtors
195,074
162,855
Prepayments and accrued income
412,634
446,528
1,064,724
1,417,198
16
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
972,081
385,434
Amounts owed to group undertakings
2,284,275
Corporation tax
15,164
239,116
Other taxation and social security
240,569
1,513,008
Other creditors
165,260
26,448
Accruals and deferred income
386,464
573,312
4,063,813
2,737,318
17
Provisions for liabilities
2023
2022
£
£
Public liability provision
52,549
19,590
Movements on provisions:
Public liability provision
£
At 1 January 2023
19,590
Released to Statement of comprehensive income
32,959
At 31 December 2023
52,549
The provisions included in the financial statements relate to future liabilities that have arisen as a result of a past event associated with the trade of the Company.
Amounts are measured as the best estimate of the amount required to settle the obligation at the reporting date. The expected timing of these obligations has been considered at the balance sheet date and the classification of all provisisons as non-current is deemed appropriate.
The public liability provision is the best estimate of the cost to the Company for all open claims at the year end.
NEOS 2 LTD (FORMERLY CC STIM UK TRADECO 2 LTD)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 24 -
18
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the Company and movements thereon:
Liabilities
Liabilities
2023
2022
Balances:
£
£
Accelerated capital allowances
10,693
10,693
Unrealised gain
87,661
131,093
98,354
141,786
2023
Movements in the year:
£
Liability at 1 January 2023
141,786
Credit to profit or loss
(43,432)
Liability at 31 December 2023
98,354
The deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.
19
Retirement benefit schemes
The Company operates a defined contribution pension scheme for all qualfiying employees. The assets of the scheme are held separately from those of the Company in an independently administered fund.
There were no outstanding contributions payable by the Company to the scheme as at the year/period end.
20
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
100
100
100
100
All shares are entitled voting rights, dividends and capital distribution.
NEOS 2 LTD (FORMERLY CC STIM UK TRADECO 2 LTD)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 25 -
21
Operating lease commitments
Lessee
At the reporting end date the Company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
2023
2022
£
£
Within one year
680,632
824,632
Between one and five years
2,067,562
2,906,280
In over five years
5,062,906
7,142,827
7,811,100
10,873,739
During the year, CC STIM TOPCO LTD, the parent of immediate parent, CC STIM HOLDCO LTD, provided a financial guarantee for annual rents totalling £143,632 (2022 - £143,632).
22
Financial commitments, guarantees and contingent liabilities
As at the year end, the Company had an intercompany guarantee in respect of borrowings in CC STIM UK TOPCO LTD by way of a fixed and floating charge over all assets of CC STIM UK TOPCO LTD and its subsidiaries. As at the year end, the total borrowings were £19,953,459 (2022 - £11,450,810).
23
Related party transactions
The Company has taken advantage of the exemption not to disclose related party transactions with wholly owned subsidiaries within the group.
24
Ultimate controlling party
Following the Group restructure on 1 February 2024, the directors regard Skyvest Holdings ApS, a company incorporated in Denmark, as the ultimate controlling company.
NEOS HOLDCO LTD (formerly CC STORM UK HOLDCO LTD), a company incorporated in England and Wales, is the immediate parent company. The registered office of the immediate parent company is 42-43 St Mary Street, Cardiff, United Kingdom, CF10 1AD. The registered office of the ultimate parent company is Skovly Mark 27, Øverød, 2840 Holte, Denmark.
The largest group in which the results for the year ended 31 December 2023 are consolidated is that headed by Rekom Group Holdings ApS. Copies of the group financial statements may be obtained from CVR, the Danish state's master register of business information.
25
Post Balance Sheet Events
On 26 January 2024 the Company capitalised £1,689,592 of investment funding from its immediate parent by issuing 1,689,592 Ordinary £1 shares.
On 1 February 2024 CC STIM UK TOPCO LTD, the Company's ultimate parent company in the UK, went through a pre-pack administration. This resulted in the Company's ultimate parent company in the UK becoming NEOS TOPCO LTD (formerly CC STORM UK TOPCO LTD), following NEOS TOPCO LTD's bid offer being accepted by the administration.
The pre-pack administration also resulted in the Company being released from creditors of £577,154 related to companies included within the administration.
2023-12-312023-01-01falseCCH SoftwareCCH Accounts Production 2024.210A N FalbertV E Hahn-PetersenP J MarksR J QuelchB M CollierK Ullerupfalsefalse130685852023-01-012023-12-3113068585bus:Director42023-01-012023-12-3113068585bus:Director52023-01-012023-12-3113068585bus:Director62023-01-012023-12-3113068585bus:Director12023-01-012023-12-3113068585bus:Director22023-01-012023-12-3113068585bus:Director32023-01-012023-12-3113068585bus:RegisteredOffice2023-01-012023-12-31130685852023-12-31130685852022-01-012022-12-3113068585core:Exceptional12023-01-012023-12-3113068585core:Exceptional12022-01-012022-12-3113068585core:RetainedEarningsAccumulatedLosses2022-01-012022-12-3113068585core:RetainedEarningsAccumulatedLosses2023-01-012023-12-31130685852022-12-3113068585core:Goodwill2023-12-3113068585core:NegativeGoodwill2023-12-3113068585core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill2023-12-3113068585core:Goodwill2022-12-3113068585core:NegativeGoodwill2022-12-3113068585core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill2022-12-3113068585core:LandBuildingscore:LeasedAssetsHeldAsLessee2023-12-3113068585core:ConstructionInProgressAssetsUnderConstruction2023-12-3113068585core:FurnitureFittings2023-12-3113068585core:LandBuildingscore:LeasedAssetsHeldAsLessee2022-12-3113068585core:ConstructionInProgressAssetsUnderConstruction2022-12-3113068585core:FurnitureFittings2022-12-3113068585core:CurrentFinancialInstrumentscore:WithinOneYear2023-12-3113068585core:CurrentFinancialInstrumentscore:WithinOneYear2022-12-3113068585core:CurrentFinancialInstruments2023-12-3113068585core:CurrentFinancialInstruments2022-12-3113068585core:ShareCapital2023-12-3113068585core:ShareCapital2022-12-3113068585core:RetainedEarningsAccumulatedLosses2023-12-3113068585core:RetainedEarningsAccumulatedLosses2022-12-3113068585core:ShareCapital2021-12-3113068585core:RetainedEarningsAccumulatedLosses2021-12-31130685852021-12-3113068585core:IntangibleAssetsOtherThanGoodwill2023-01-012023-12-3113068585core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill2023-01-012023-12-3113068585core:LandBuildingscore:LongLeaseholdAssets2023-01-012023-12-3113068585core:FurnitureFittings2023-01-012023-12-311306858512023-01-012023-12-311306858512022-01-012022-12-3113068585core:UKTax2023-01-012023-12-3113068585core:UKTax2022-01-012022-12-311306858522023-01-012023-12-311306858522022-01-012022-12-311306858532023-01-012023-12-311306858532022-01-012022-12-311306858542023-01-012023-12-311306858542022-01-012022-12-3113068585core:Goodwill2022-12-3113068585core:NegativeGoodwill2022-12-3113068585core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill2022-12-31130685852022-12-3113068585core:Goodwillcore:ExternallyAcquiredIntangibleAssets2023-01-012023-12-3113068585core:NegativeGoodwillcore:ExternallyAcquiredIntangibleAssets2023-01-012023-12-3113068585core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwillcore:ExternallyAcquiredIntangibleAssets2023-01-012023-12-3113068585core:ExternallyAcquiredIntangibleAssets2023-01-012023-12-3113068585core:Goodwill2023-01-012023-12-3113068585core:NegativeGoodwill2023-01-012023-12-3113068585core:LandBuildingscore:LeasedAssetsHeldAsLessee2022-12-3113068585core:ConstructionInProgressAssetsUnderConstruction2022-12-3113068585core:FurnitureFittings2022-12-3113068585core:LandBuildingscore:LeasedAssetsHeldAsLessee2023-01-012023-12-3113068585core:ConstructionInProgressAssetsUnderConstruction2023-01-012023-12-3113068585core:WithinOneYear2023-12-3113068585core:WithinOneYear2022-12-3113068585core:BetweenTwoFiveYears2023-12-3113068585core:BetweenTwoFiveYears2022-12-3113068585core:MoreThanFiveYears2023-12-3113068585core:MoreThanFiveYears2022-12-3113068585bus:PrivateLimitedCompanyLtd2023-01-012023-12-3113068585bus:FRS1022023-01-012023-12-3113068585bus:Audited2023-01-012023-12-3113068585bus:FullAccounts2023-01-012023-12-31xbrli:purexbrli:sharesiso4217:GBP