Company registration number 14795385 (England and Wales)
ATL TECHNOLOGY UK HOLDINGS LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
ATL TECHNOLOGY UK HOLDINGS LTD
COMPANY INFORMATION
Directors
Mr B Brown
(Appointed 12 April 2023)
Mr D Smith
(Appointed 12 May 2023)
Company number
14795385
Registered office
5 New Street Square
London
United Kingdom
EC4A 3TW
Auditor
Azets Audit Services
Charter Court
Phoenix Way Enterprise Park
Swansea
United Kingdom
SA7 9FS
ATL TECHNOLOGY UK HOLDINGS LTD
CONTENTS
Page
Directors' report
1 - 2
Independent auditor's report
3 - 5
Profit and loss account
6
Balance sheet
7
Notes to the financial statements
8 - 12
ATL TECHNOLOGY UK HOLDINGS LTD
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 1 -
The directors present their annual report and financial statements for the period ended 31 December 2023.
Principal activities
The principal activity of the company continued to be that of an investment holding company only.
Results and dividends
The results for the period are set out on page 6.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
Going concern
The financial period ended 31 December 2023 represents the first reporting period for the company following incorporation on 12 April 2023. The company is an intermediate holding company within group headed by ATL Technology, LLC, a Delaware limited liability company whose registered office is in Springville Utah. During the period the company acquired 100% of the issued ordinary share capita in Gyrus Medical Limited.
The Directors have reviewed the current performance and position of the Company along with the future benefits of the acquisition and forecast future trading. The directors have received written confirmation from ATL Technology, LLC, that, following the acquisition, they will not take any actions which might impact the going concern status of the Company or its subsidiary during this assessment period. Further, confirmation has also been obtained that if required, ATL Technology, LLC will provide the support required for the company to meet its obligations as they fall due for a period of at least 12 months from the date of approval of these financial statements. The Company's Directors therefore have a reasonable expectation that the Company will be able to continue to operate within its existing facilities for at least this period. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
Directors
The directors who held office during the period and up to the date of signature of the financial statements were as follows:
Mr B Brown
(Appointed 12 April 2023)
Mr D Smith
(Appointed 12 May 2023)
Mr Joe Glover
(Appointed 12 April 2023 and resigned 9 September 2024)
Auditor
Azets Audit Services were appointed as auditor to the company and in accordance with section 487(2) of the Companies Act 2006, are deemed to be reappointed.
ATL TECHNOLOGY UK HOLDINGS LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 2 -
Statement of directors' responsibilities
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the 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.
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.
Small companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.
On behalf of the board
Mr D Smith
Director
14 November 2024
ATL TECHNOLOGY UK HOLDINGS LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ATL TECHNOLOGY UK HOLDINGS LTD
- 3 -
Opinion
We have audited the financial statements of ATL Technology UK Holdings Ltd (the 'company') for the period ended 31 December 2023 which comprise the profit and loss account, the balance sheet and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 31 December 2023 and of its loss 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.
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 other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
the directors' report has been prepared in accordance with applicable legal requirements.
ATL TECHNOLOGY UK HOLDINGS LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ATL TECHNOLOGY UK HOLDINGS LTD
- 4 -
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 directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
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 remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit; or
the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption in preparing the directors' report and from the requirement to prepare a strategic report.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the 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.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
ATL TECHNOLOGY UK HOLDINGS LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ATL TECHNOLOGY UK HOLDINGS LTD
- 5 -
Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.
We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.
In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:
Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;
Reviewing minutes of meetings of those charged with governance;
Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the company through enquiry and inspection;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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.
Paul Bowden
Senior Statutory Auditor
For and on behalf of Azets Audit Services
14 November 2024
Chartered Accountants
Statutory Auditor
Charter Court
Phoenix Way Enterprise Park
Swansea
United Kingdom
SA7 9FS
ATL TECHNOLOGY UK HOLDINGS LTD
PROFIT AND LOSS ACCOUNT
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 6 -
Period
ended
31 December
2023
£000
Administrative expenses
(100)
Interest payable and similar expenses
(1,336)
Loss before taxation
(1,436)
Tax on loss
Loss for the financial period
(1,436)
The profit and loss account has been prepared on the basis that all operations are continuing operations.
ATL TECHNOLOGY UK HOLDINGS LTD
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 7 -
2023
Notes
£000
£000
Fixed assets
Investments
4
24,457
Current assets
-
Creditors: amounts falling due within one year
6
(2,867)
Net current liabilities
(2,867)
Total assets less current liabilities
21,590
Creditors: amounts falling due after more than one year
7
(21,782)
Net liabilities
(192)
Capital and reserves
Called up share capital
8
Share premium account
1,244
Profit and loss reserves
(1,436)
Total equity
(192)
These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 14 November 2024 and are signed on its behalf by:
Mr D Smith
Director
Company Registration No. 14795385
ATL TECHNOLOGY UK HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 8 -
1
Accounting policies
Company information
ATL Technology UK Holdings Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 5 New Street Square, London, United Kingdom, EC4A 3TW.
1.1
Reporting period
The financial statements are prepared for the period from incorporation on 12 April 2023, to its financial year end of 31 December 2023, which aligns with the financial year end of the group to which the company forms a part.
1.2
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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
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 £000.
The financial statements have been prepared under the historical cost convention, modified to include certain financial instruments at fair value. The principal accounting policies adopted are set out below.
The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.
ATL Technology UK Holdings Ltd is a wholly owned subsidiary of ATL Technology, LLC and the results of ATL Technology UK Holdings Ltd are included in the consolidated financial statements of ATL Technology, LLC which are available from 1335 W 1650 N, Springville, UT 84663.
1.3
Going concern
The financial period ended 31 December 2023 represents the first reporting period for the company following incorporation on 12 April 2023. The company is an intermediate holding company within group headed by ATL Technology, LLC, a Delaware limited liability company whose registered office is in Springville Utah. During the period the company acquired 100% of the issued ordinary share capita in Gyrus Medical Limited.true
The Directors have reviewed the current performance and position of the Company along with the future benefits of the acquisition and forecast future trading. The directors have received written confirmation from ATL Technology, LLC, that, following the acquisition, they will not take any actions which might impact the going concern status of the Company or its subsidiary during this assessment period. Further, confirmation has also been obtained that if required, ATL Technology, LLC will provide the support required for the company to meet its obligations as they fall due for a period of at least 12 months from the date of approval of these financial statements. The Company's Directors therefore have a reasonable expectation that the Company will be able to continue to operate within its existing facilities for at least this period. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.4
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
ATL TECHNOLOGY UK HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 9 -
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
1.5
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.
1.6
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
1.7
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
ATL TECHNOLOGY UK HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 10 -
1.8
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
2
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 amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
3
Employees
The average monthly number of persons (including directors) employed by the company during the period was:
2023
Number
Total
2
4
Fixed asset investments
2023
£000
Shares in group undertakings and participating interests
24,457
ATL TECHNOLOGY UK HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
4
Fixed asset investments
(Continued)
- 11 -
Movements in fixed asset investments
Shares in subsidiaries
£000
Cost or valuation
At 12 April 2023
-
Additions
25,419
Valuation changes
(962)
At 31 December 2023
24,457
Carrying amount
At 31 December 2023
24,457
On 20th April 2023 the company acquired 100% of the equity share capital of Gyrus Medical Limited. During the year the value of the deferred consideration payable was reassessed, and the value of the investment held was reduced.
The directors believe that the carrying values of the investments are supported by the underlying net assets and future forecast financial performance of the company.
5
Subsidiaries
Details of the company's subsidiaries at 31 December 2023 are as follows:
Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Gyrus Medical Limited
Castleton Court, Fortran Road, Cardiff, United Kingdom, CF3 0LT
Design, development and manufacture of specialist medical devices
Ordinary
100.00
6
Creditors: amounts falling due within one year
2023
£000
Amounts owed to group undertakings
2,867
The amounts owed to group undertakings are due to the subsidiary company, Gyrus Medical Limited, and are unsecured, interest free and have no fixed terms for repayment.
ATL TECHNOLOGY UK HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 12 -
7
Creditors: amounts falling due after more than one year
2023
Notes
£000
Other borrowings
21,315
Other creditors
467
21,782
The other borrowings relate to the issuance, on 22 September 2023, of 22,500,000 unsecured loan notes for a total of £22,500,000, of which £21,315,000 remains outstanding as at 31 December 2023. These loan notes attract interest of 8.5% per annum and are to be redeemed, if not done so before by way of discretionary payments, on 21 April 2030. These are therefore disclosed within creditors greater than 1 year. Interest incurred during the period and paid on the loan notes amounted to £1,336,000. The loan notes are listed on The International Stock Exchange with the subscriber being the ultimate parent company,
8
Called up share capital
2023
2023
Ordinary share capital
Number
£000
Ordinary shares of 1p each
100
-
On incorporation, 1 ordinary share of £1 each was issued at par. On 19 July 2023, this share was subdivided into 100 shares of £0.01 each.
9
Parent company
The ultimate controlling party is ATL Technology, LLC, a Delaware limited liability company whose registered office is in Springville Utah.
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