The designated members present their report together with the audited financial statements of The Sycamore IV Mezzanine Finance Fund LLP (“the Partnership”) for the year ended 5 April 2024.
The principal activity of the Partnership is commercial money lending to property developers.
Members’ drawings, subscriptions and repayments are governed by the provisions of a limited liability partnership agreement dated 26 February 2010. The agreement provides for returns of subscriptions (which were required on initial subscription as a member) on termination of the Partnership or following a resolution to extend the original term of the Partnership. The agreement also provides that all profits and losses of the Partnership should be allocated to the members based on specific allocation rules. Members’ capital less losses attributed to members are treated as liabilities in the financial statements. It is intended that distributions will occur on a periodic basis in the future, when sufficient profits are available.
The designated members who held office during the year and up to the date of signature of the financial statements were as follows:
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. 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 Partnership and of the profit or loss of the Partnership for that period. 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;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Partnership will continue in business.
The members are responsible for keeping adequate accounting records that are sufficient to show and explain the Partnership’s transactions and disclose with reasonable accuracy at any time the financial position of the Partnership and 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 Companies Act 2006) Regulations 2008). They are also responsible for safeguarding the assets of the Partnership and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
These responsibilities are exercised by the designated members on behalf of the members as a whole.
We have audited the financial statements of The Sycamore IV Mezzanine Finance Fund LLP (the 'limited liability partnership') for the year ended 5 April 2024 which comprise the statement of comprehensive income, 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).
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the limited liability partnership 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.
Material uncertainty relating to going concern
We draw attention to note 1.2 in the financial statements, which indicates that the limited liability partnership is dependent on receiving cash from repayment of loans to continue to meet its obligations as they fall due. The repayment of the loans are dependent on certain property transactions. The timing of these transactions occurring is uncertain and therefore the timing and amount of repayments of the loan receivables is uncertain. These conditions indicate that a material uncertainty exists which may cast significant doubt on the limited liability partnership’s ability to continue as a going concern. Our opinion is not modified in respect of this matter
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.
Our responsibilities and the responsibilities of the members with respect to going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The 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, 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.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 as applied to limited liability partnerships 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
we have not received all the information and explanations we require for our audit; or
the members were not entitled to prepare the financial statements in accordance with the small limited liability partnerships regime.
As explained more fully in the members' responsibilities statement, the members 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 members 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 members are responsible for assessing the limited liability partnership'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 members either intend to liquidate the limited liability partnership or to cease operations, or have no realistic alternative but to do so.
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.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
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.
Discussions with and enquiries of management and those charged with governance were held with a view to identifying those laws and regulations that could be expected to have a material impact on the financial statements. During the engagement team briefing, the outcomes of these discussions and enquiries were shared with the team, as well as consideration as to where and how fraud may occur in the limited liability partnership.
The following laws and regulations were identified as being of significance to the limited liability partnership:
Those laws and regulations considered to have a direct effect on the financial statements include UK financial reporting standards, company law as applied to limited liability partnerships and the LLP SORP 2021.
Those laws and regulations for which non-compliance may be fundamental to the operating aspects of the business and therefore may have a material effect on the financial statements include environmental regulations and planning legislation.
Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of:
inquiries of management and those charged with governance as to whether the limited liability partnership complies with such laws and regulations;
enquiries with the same concerning any actual or potential litigation or claims;
inspection of relevant legal correspondence;
evaluating key management estimates and judgements for evidence of bias;
testing the appropriateness of a sample of journal entries; and
the performance of analytical review to identify unexpected movements in account balances which may be indicative of fraud.
No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity’s controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).
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.
Use of our report
This report is made solely to the limited liability partnership's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006 as applied by the Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008. Our audit work has been undertaken so that we might state to the limited liability partnership'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 limited liability partnership and the limited liability partnership's members as a body, for our audit work, for this report, or for the opinions we have formed.
The statement of comprehensive income has been prepared on the basis that all operations are continuing operations.
The Sycamore IV Mezzanine Finance Fund LLP (“the Partnership”) is a closed-ended limited liability partnership registered under the Limited Liability Partnerships Act 2000 on 17 August 2009. The day to day management of the Partnership is performed by the designated members. The two current designated members are PM Asset Management (Fund IV) Limited and Tungate Capital Plc.
PM Asset Management (Fund IV) Limited has been appointed as asset manager.
These financial statements have been prepared in accordance with the Statement of Recommended Practice "Accounting by Limited Liability Partnerships" issued in December 2021, together 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 applied to limited liability partnerships subject to the small limited liability partnerships 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 Partnership. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The directors of the designated members have considered the Partnership’s cash flows for the 12 month period from the date of approval of these accounts.
The directors of the designated members are confident that sufficient cash resources will be received from the repayment of loans receivable (note 6) to enable the Partnership to meet its liabilities as they fall due for the foreseeable future. Accordingly, the directors of the designated members have concluded that it is appropriate to adopt the going concern basis for the preparation of the financial statements.
The repayment of the loans is however reliant on certain property transactions. The timing of these transactions occurring is uncertain and therefore the timing and amount of repayments of the loan receivables is uncertain.
These factors represent a material uncertainty that may cast significant doubt on the ability of the Partnership to continue as a going concern and, therefore, to continue realising its assets and discharging its liabilities in the normal course of business. The financial statements do not include any adjustments that would result from the basis of preparation being inappropriate.
Turnover comprises interest receivable on loans and is recognised on an accruals basis.
Members' participation rights are the rights of a member against the LLP that arise under the members' agreement (for example, in respect of amounts subscribed or otherwise contributed remuneration and profits).
Members' participation rights in the earnings or assets of the LLP are analysed between those that are, from the LLP's perspective, either a financial liability or equity, in accordance with section 22 of FRS 102. A member's participation rights including amounts subscribed or otherwise contributed by members, for example members' capital, are classed as liabilities unless the LLP has an unconditional right to refuse payment to members, in which case they are classified as equity.
All amounts due to members that are classified as liabilities are presented within 'Loans and other debts due to members' and, where such an amount relates to current year profits, they are recognised within ‘Members' remuneration charged as an expense’ in arriving at the relevant year’s result. Undivided amounts that are classified as equity are shown within ‘Members' other interests’. Amounts recoverable from members are presented as debtors and shown as amounts due from members within members’ interests.
Where there exists an asset and liability component in respect of an individual member’s participation rights, they are presented on a gross basis unless the LLP has both a legally enforceable right to set off the recognised amounts, and it intends either to settle on a net basis or to settle and realise these amounts simultaneously, in which case they are presented net.
The Partnership has elected to apply the provisions of Section 11 ‘Basic Financial Instruments' of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the balance sheet when the Partnership becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets, which include trade and other debtors, loan receivables 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.
A provision for impairment of debtors is established when there is objective evidence that the amounts due will not be collected according to the original terms of the contract. Impairment losses are recognised in profit or loss for the excess of the carrying value of the debtor over the present value of the future cash flows discounted using the original effective interest rate. Subsequent reversals of an impairment loss that objectively relate to an event occurring after the impairment loss was recognised, are recognised immediately in profit or loss.
Loans receivable comprise amounts outstanding under the loan agreements, including accrued loan interest receivable, less provision for any impairment in value.
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 limited liability partnership after deducting all of its liabilities.
Basic financial liabilities, including trade and other creditors and loan payables, 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.
Taxation
Taxation payable on the Partnership’s profits is the personal liability of the members, therefore neither Partnership taxation nor related deferred taxation are accounted for in the financial statements.
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The directors of the designated members have reviewed the current loan book and are in regular communication with the borrowers regarding the underlying projects. Following a detailed project review in the prior year, the Partnership carried forward provisions of £330,331 against its loan receivables. The directors of the designated members do not consider any adjustments to these provisions are required at the current time and that at least the carrying value of all loans will be repaid in full in due course. All loans will continue to be reviewed using the current processes and, where necessary, should impairments be required, they will be raised during the year in which they are identified.
Turnover is derived from the Partnership’s principal activity of commercial money lending to property developers in the United Kingdom and comprises:
The Partnership had no employees during the current or preceding year.
There were three members of the Partnership, all of which were designated members, during the year ended
The loans are secured against certain assets of the borrowers and accrue interest at between 20% and 30% per annum which is rolled up and only payable on expiry of the relevant loan.
The Partnership has extended the terms of the loan facilities to the related parties until such time as they are expected to be in a position to make a repayment. They are stated net of a provision of £277,121 (2023: £277,121) in respect of amounts where collection was considered doubtful at the reporting date.
The other loans are due to be repaid following completion and disposal of the related property asset on which the loans are secured. They are stated net of a provision of £23,210 (2023: £23,210) in respect of amounts where collection was considered doubtful at the reporting date.
Members’ capital accounts and other amounts due to members are classified as a liability under FRS 102 Section 1A. Payments to members are subject to approval by the designated members.
The General Partner of The Sycamore II Property Development Fund, the General Partner of Sycamore V Property Development Fund LP, the General Partner of The Sycamore Strategic Land Fund and PM Asset Management Limited are entities subject to common control with PM Asset Management (Fund IV) Limited, a designated member of the Partnership. There are a number of projects within the three funds, who owe money to the Partnership, where monies received from the projects are allocated between the funds. Furthermore there are transactions and balances between the three funds.
As at 5 April 2024, PM Asset Management (Fund IV) Limited owed £47,936 to the Partnership (2023: £57,936). There were no transactions in this year's profit or loss with PM Asset Management (Fund IV) Limited (2023: £Nil).
During the year, PM Asset Management Limited paid expenses on behalf of the Partnership of £130 (2023: £124) and these were recharged to the Partnership at cost. As at 5 April 2023, the Partnership owed £322 (2023: £192) to PM Asset Management Limited.
During the year, the Partnership provided mezzanine loan finance of £3,600 (2023: £2,675) to The Sycamore Strategic Land Fund. Loan interest income of £8,091 (2023: £7,160) accrued on the loan. As at 5 April 2024 the amount owed to the Partnership was £60,539 (2023: £48,849). The Partnership will continue to support the fund by not recalling in the loan within the next 12 months from approval of these financial statements.
During the year, the Partnership provided mezzanine loan finance of £2,300 (2023: £23,700) to The Sycamore II Property Development Fund. Loan interest income of £283,044 (2023: £280,824) accrued on the loan and repayments of £4,800 (2023: £Nil) were made. As at 5 April 2024 the amount owed to the Partnership was £4,127,166 (2023: £3,846,622), against which the Partnership has made a £277,121 (2023: £277,121) provision. During the prior year, a provision reversal of £1,209,140 was recognised in profit and loss due to improved prospects of recovery. The Partnership will continue to support the Fund by not recalling in the loan within the next 12 months from approval of these financial statements.
During the year, the Partnership provided mezzanine loan finance of £4,200 (2023: £Nil) to Sycamore V Property Development Fund LP. Loan interest income of £20,976 (2023: £22,012) accrued on the loan and repayments of £Nil (2023: £48,009) were made. As at 5 April 2024 the amount owed to the Partnership was £277,130 (2023: £251,954). The Partnership will continue to support the Fund by not recalling in the loan within the next 12 months from approval of these financial statements.