REGISTERED NUMBER: 09928392 (England and Wales) |
GROUP STRATEGIC REPORT, |
REPORT OF THE DIRECTORS AND |
CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 JANUARY 2024 |
FOR |
THUNDERHEAD MIDCO (ONE) LTD |
REGISTERED NUMBER: 09928392 (England and Wales) |
GROUP STRATEGIC REPORT, |
REPORT OF THE DIRECTORS AND |
CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 JANUARY 2024 |
FOR |
THUNDERHEAD MIDCO (ONE) LTD |
THUNDERHEAD MIDCO (ONE) LTD (REGISTERED NUMBER: 09928392) |
CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS |
for the Year Ended 31 January 2024 |
Page |
Company Information | 1 |
Group Strategic Report | 2 |
Report of the Directors | 4 |
Report of the Independent Auditors | 5 |
Consolidated Income Statement | 9 |
Consolidated Other Comprehensive Income | 10 |
Consolidated Balance Sheet | 11 |
Company Balance Sheet | 12 |
Consolidated Statement of Changes in Equity | 13 |
Company Statement of Changes in Equity | 14 |
Consolidated Cash Flow Statement | 15 |
Notes to the Consolidated Cash Flow Statement | 16 |
Notes to the Consolidated Financial Statements | 17 |
THUNDERHEAD MIDCO (ONE) LTD |
COMPANY INFORMATION |
for the Year Ended 31 January 2024 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Statutory Auditors |
Herschel House |
58 Herschel Street |
Slough |
Berkshire |
SL1 1PG |
THUNDERHEAD MIDCO (ONE) LTD (REGISTERED NUMBER: 09928392) |
GROUP STRATEGIC REPORT |
for the Year Ended 31 January 2024 |
The directors present their strategic report of the company and the group for the year ended 31 January 2024. |
The Group's principal activity is the development of enterprise-class computer software for intent-driven customer engagement, licensed and delivered on a Software-as-a-Service (SaaS) basis using cloud computing facilities and the global internet. The Group is a market pioneer and leader in Al technology for Customer Engagement, Journey Orchestration, and Behavioural Analytics. |
REVIEW OF BUSINESS |
As at 31 January 2024 the Group has net liabilities of £9m (2023: £7m). |
In fiscal year 2024 the Group's main priority was to continue to align processes and partner with the Medallia group following their acquisition of the Group in February 2022. During this transition period the group delivered revenue of £4m (2023: £11m) |
The Group performed well in each of its key regions of North America, EMEA and APAC through both its direct and partner channels, and importantly is demonstrating the ability to access large enterprise clients with an increasingly shorter sales cycles. In addition, accounts have significant embedded growth potential, driving organic growth and higher long-term value. |
The Group's positioning and strategy is aligned to fully exploit the rapidly maturing market for Customer Engagement and Journey Orchestration, in which it is a recognised pioneer and leader. The shift toward customer-centric operating models is a near-universal shift across all industry sectors, reflected in the wide range of industry verticals represented by the Group's clients. This shift has been dramatically accelerated by the COVID pandemic as brands have been forced to accelerate adoption of digital technologies to service and support their customers. |
PRINCIPAL RISKS AND UNCERTAINTIES |
The management of the business and execution of the company's strategy are subject to a number of risks. The key business and financial risks and uncertainties affecting the company are continually monitored by the directors and appropriate steps are taken to eliminate or reduce their impact. The following risks are significant to the company's operations: |
- Platform Downtime - the company could suffer integrity and financial loss, should a significant period of downtime occur. The directors believe that the procedures and measures in place that are enforced mitigate the risks of an outage occurring wherever possible. |
- Legislative Risks - the company faces a legislative risk in certain countries around the security and physical location of electronic data, and use of personal information. These legislative standards are subject to continuous revision and any new directive could have a material impact on the ability of the group to supply services at a profit. The directors are confident that current security measures are robust but also continue to appraise additional regional datacentre resources to meet the demand and expectations of our customers. |
- Cyber Security Risks - cyber-attacks and other malicious internet-based activity continue to occur, with cloud based services targeted in the past. The directors are confident that the procedures designed and implemented by the company are appropriate to mitigate the risk of this occurring. |
THUNDERHEAD MIDCO (ONE) LTD (REGISTERED NUMBER: 09928392) |
GROUP STRATEGIC REPORT |
for the Year Ended 31 January 2024 |
FUTURE DEVELOPMENTS |
The robust business platform built by the Group leading up to the 2025 financial year has enabled it to maintain its trajectory of success by helping its customers respond and thrive. Effective October 2023 the Group transferred its intellectual property to Medallia, Inc. and at the same time entered into service agreements with Medallia, Inc. through which the Directors aim to increase the Group's profitability. |
ON BEHALF OF THE BOARD: |
THUNDERHEAD MIDCO (ONE) LTD (REGISTERED NUMBER: 09928392) |
REPORT OF THE DIRECTORS |
for the Year Ended 31 January 2024 |
The directors present their report with the financial statements of the company and the group for the year ended 31 January 2024. |
DIVIDENDS |
No dividends will be distributed for the year ended 31 January 2024. |
DIRECTORS |
The directors who have held office during the period from 1 February 2023 to the date of this report are as follows: |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 the group and of the profit or loss of the group 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
AUDITORS |
The auditors, Oury Clark Chartered Accountants, are deemed to be re-appointed under Section 487 (2) of the Companies Act 2006. |
ON BEHALF OF THE BOARD: |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
THUNDERHEAD MIDCO (ONE) LTD |
Opinion |
We have audited the financial statements of Thunderhead Midco (One) Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 January 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 group's and of the parent company affairs as at 31 January 2024 and of the group's loss for the year then ended; |
- | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
- | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion |
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 group's and the parent company's ability to continue as a going concern for a period of at least twelve months and one day 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. |
Other information |
The directors are responsible for the other information. The other information comprises the information in the Report of the Directors, and the Strategic Report 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 inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be misstated. If we identify such inconsistencies or apparent 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 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: |
- | the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
THUNDERHEAD MIDCO (ONE) LTD |
Matters on which we are required to report by exception |
In light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified any matters in the Report of the Directors or the Strategic Report that are inconsistent with our overall view of the financial statements. |
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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
- | the parent company 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 four, 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 group's and the parent 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 group or the parent company or to cease operations, or have no realistic alternative but to do so. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
THUNDERHEAD MIDCO (ONE) LTD |
Auditors' 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. |
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: |
Identifying and assessing potential irregularities, including fraud |
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following: |
- | Considering the nature of the industry, sector, control environment and current business activities, including possible financial covenants, performance targets and subsequent remuneration and quality assurance risks. |
- | Enquiring of management concerning policies and procedures relating to: |
1. Complying with laws, regulations and registrations and whether there were any instances of non-compliance. |
2. Mitigating, detecting and responding to fraud risk and whether there has been any actual or possible instances of fraud. |
- | Discussing within the engagement team regarding how and where fraud may occur in the financial statements along with possible indicators of fraud. We identified the following areas most likely to be susceptible to fraud: |
1. Revenue recognition; |
2. Management override. |
- | Discussing within the engagement team the legal and regulatory framework in which the Group operates and, in particular, those which would have an impact on the financial statements. The key law considered was the Companies Act 2006 and UK tax legislation. |
Audit response to the risks identified |
As noted above, we identified revenue recognition and management override as the matters that would be most likely to be susceptible to fraud. Our procedures to respond to these risks included: |
- | Reviewing a sample of sales contracts and invoices to ensure sales are legitimate and recognised in the correct accounting period; |
- | Review of journals and nominal ledger posted in the year to ensure there was no evidence of management override. |
Furthermore, we also identified compliance with key laws, regulations and registrations, as above, as being significant areas where there may be potential non-compliance. Our procedures to respond to these risks included the following: |
- |
Review financial statements and disclosures to supporting documentation to assess compliance with the Companies Act 2006; |
- | Safeguard review of the accounts by a Chartered Accountant independent of the audit team; |
- | Corporation tax computation prepared by an external expert and reviewed by the audit team. |
The above matters and identified laws, regulations and registrations and potential fraud risks were communicated to all the engagement team members in order to ensure the audit team have the ability to identify such risks. The whole team remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. |
There are inherent limitations in the audit procedures described above and the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment. |
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. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
THUNDERHEAD MIDCO (ONE) LTD |
Use of our report |
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in 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. |
for and on behalf of |
Statutory Auditors |
Herschel House |
58 Herschel Street |
Slough |
Berkshire |
SL1 1PG |
THUNDERHEAD MIDCO (ONE) LTD (REGISTERED NUMBER: 09928392) |
CONSOLIDATED |
INCOME STATEMENT |
for the Year Ended 31 January 2024 |
31.1.24 | 31.1.23 |
Notes | £ | £ |
TURNOVER | 3 | 4,313,163 | 11,048,088 |
Cost of sales | - | 750,681 |
GROSS PROFIT | 4,313,163 | 10,297,407 |
Administrative expenses | 5,986,122 | 15,404,008 |
OPERATING LOSS | 5 | (1,672,959 | ) | (5,106,601 | ) |
Exceptional items | 6 | - | 37,615,828 |
(1,672,959 | ) | 32,509,227 |
Interest receivable and similar income | 314 | 829 |
(1,672,645 | ) | 32,510,056 |
Interest payable and similar expenses | 7 | 4,714 | 622 |
(LOSS)/PROFIT BEFORE TAXATION | (1,677,359 | ) | 32,509,434 |
Tax on (loss)/profit | 8 | 46,589 | - |
(LOSS)/PROFIT FOR THE FINANCIAL YEAR |
( |
) |
(Loss)/profit attributable to: |
Owners of the parent | (1,723,948 | ) | 32,509,434 |
THUNDERHEAD MIDCO (ONE) LTD (REGISTERED NUMBER: 09928392) |
CONSOLIDATED |
OTHER COMPREHENSIVE INCOME |
for the Year Ended 31 January 2024 |
31.1.24 | 31.1.23 |
Notes | £ | £ |
(LOSS)/PROFIT FOR THE YEAR | (1,723,948 | ) | 32,509,434 |
OTHER COMPREHENSIVE INCOME |
Translation reserve movement | 40,457 | 50,275 |
Income tax relating to other comprehensive income |
- |
- |
OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX |
40,457 |
50,275 |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
(1,683,491 |
) |
32,559,709 |
Total comprehensive income attributable to: |
Owners of the parent | (1,683,491 | ) | 32,559,709 |
THUNDERHEAD MIDCO (ONE) LTD (REGISTERED NUMBER: 09928392) |
CONSOLIDATED BALANCE SHEET |
31 January 2024 |
31.1.24 | 31.1.23 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Tangible assets | 10 | 112,735 | 189,812 |
Investments | 11 | - | - |
112,735 | 189,812 |
CURRENT ASSETS |
Debtors | 12 | 895,809 | 3,039,396 |
Cash at bank | 3,074,611 | 3,927,462 |
3,970,420 | 6,966,858 |
CREDITORS |
Amounts falling due within one year | 13 | 12,502,982 | 13,883,033 |
NET CURRENT LIABILITIES | (8,532,562 | ) | (6,916,175 | ) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
(8,419,827 |
) |
(6,726,363 |
) |
CREDITORS |
Amounts falling due after more than one year |
14 |
- |
(104,921 |
) |
PROVISIONS FOR LIABILITIES | 17 | (94,948 | ) | - |
NET LIABILITIES | (8,514,775 | ) | (6,831,284 | ) |
CAPITAL AND RESERVES |
Called up share capital | 18 | 19,181 | 19,181 |
Share premium | 19 | 1,068,115 | 1,068,115 |
Capital redemption reserve | 19 | 690 | 690 |
Other reserves | 19 | 126,964,051 | 126,964,051 |
Translation reserve | 19 | (325,300 | ) | (365,757 | ) |
Retained earnings | 19 | (136,241,512 | ) | (134,517,564 | ) |
SHAREHOLDERS' FUNDS | (8,514,775 | ) | (6,831,284 | ) |
The financial statements were approved by the Board of Directors and authorised for issue on 22 January 2025 and were signed on its behalf by: |
D Madden - Director |
THUNDERHEAD MIDCO (ONE) LTD (REGISTERED NUMBER: 09928392) |
COMPANY BALANCE SHEET |
31 January 2024 |
31.1.24 | 31.1.23 |
Notes | £ | £ |
CURRENT ASSETS |
Debtors | 12 |
CREDITORS |
Amounts falling due within one year | 13 |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CAPITAL AND RESERVES |
Called up share capital | 18 |
Share premium | 19 |
Capital redemption reserve | 19 |
Other reserves | 19 |
Retained earnings | 19 | ( |
) | ( |
) |
SHAREHOLDERS' FUNDS |
Company's (loss)/profit for the financial year | (77,936 | ) | 39,744,050 |
The financial statements were approved by the Board of Directors and authorised for issue on |
THUNDERHEAD MIDCO (ONE) LTD (REGISTERED NUMBER: 09928392) |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY |
for the Year Ended 31 January 2024 |
Called up |
share | Retained | Share |
capital | earnings | premium |
£ | £ | £ |
Balance at 1 February 2022 | 19,181 | (167,026,998 | ) | 1,068,115 |
Changes in equity |
Total comprehensive income | - | 32,509,434 | - |
Balance at 31 January 2023 | 19,181 | (134,517,564 | ) | 1,068,115 |
Changes in equity |
Total comprehensive income | - | (1,723,948 | ) | - |
Balance at 31 January 2024 | 19,181 | (136,241,512 | ) | 1,068,115 |
Capital |
redemption | Other | Translation | Total |
reserve | reserves | reserve | equity |
£ | £ | £ | £ |
Balance at 1 February 2022 | 690 | 9,825,534 | (416,032 | ) | (156,529,510 | ) |
Changes in equity |
Total comprehensive income | - | 1 | 50,275 | 32,559,710 |
Capital contribution | - | 117,138,516 | - | 117,138,516 |
Balance at 31 January 2023 | 690 | 126,964,051 | (365,757 | ) | (6,831,284 | ) |
Changes in equity |
Total comprehensive income | - | - | 40,457 | (1,683,491 | ) |
Balance at 31 January 2024 | 690 | 126,964,051 | (325,300 | ) | (8,514,775 | ) |
THUNDERHEAD MIDCO (ONE) LTD (REGISTERED NUMBER: 09928392) |
COMPANY STATEMENT OF CHANGES IN EQUITY |
for the Year Ended 31 January 2024 |
Called up |
share | Retained | Share |
capital | earnings | premium |
£ | £ | £ |
Balance at 1 February 2022 | ( |
) |
Changes in equity |
Total comprehensive income | - | - |
Balance at 31 January 2023 | 19,181 | (115,913,683 | ) | 1,068,115 |
Changes in equity |
Total comprehensive income | - | ( |
) | - |
Balance at 31 January 2024 | 19,181 | (115,991,619 | ) | 1,068,115 |
Capital |
redemption | Other | Total |
reserve | reserves | equity |
£ | £ | £ |
Balance at 1 February 2022 | ( |
) |
Changes in equity |
Total comprehensive income |
Capital contribution | - | 117,138,517 | 117,138,517 |
Balance at 31 January 2023 | 2,312,820 |
Changes in equity |
Total comprehensive income | ( |
) |
Balance at 31 January 2024 | 2,234,884 |
THUNDERHEAD MIDCO (ONE) LTD (REGISTERED NUMBER: 09928392) |
CONSOLIDATED CASH FLOW STATEMENT |
for the Year Ended 31 January 2024 |
31.1.24 | 31.1.23 |
Notes | £ | £ |
Cash flows from operating activities |
Cash generated from operations | 1 | (62,684 | ) | 23,142,554 |
Interest paid | (4,714 | ) | (622 | ) |
Tax paid | (7,961 | ) | (90,212 | ) |
Net cash from operating activities | (75,359 | ) | 23,051,720 |
Cash flows from investing activities |
Purchase of tangible fixed assets | - | (39,646 | ) |
Sale of tangible fixed assets | - | 916 |
Interest received | 314 | 829 |
Net cash from investing activities | 314 | (37,901 | ) |
Cash flows from financing activities |
Loan repayments in year | - | (40,931,587 | ) |
Movement in group balances | (777,806 | ) | (96,554,197 | ) |
Capital contribution | - | 117,138,517 |
Net cash from financing activities | (777,806 | ) | (20,347,267 | ) |
(Decrease)/increase in cash and cash equivalents | (852,851 | ) | 2,666,552 |
Cash and cash equivalents at beginning of year |
2 |
3,927,462 |
1,260,910 |
Cash and cash equivalents at end of year | 2 | 3,074,611 | 3,927,462 |
THUNDERHEAD MIDCO (ONE) LTD (REGISTERED NUMBER: 09928392) |
NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT |
for the Year Ended 31 January 2024 |
1. | RECONCILIATION OF (LOSS)/PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
31.1.24 | 31.1.23 |
£ | £ |
(Loss)/profit before taxation | (1,677,359 | ) | 32,509,434 |
Depreciation charges | 67,770 | 161,379 |
Loss on disposal of fixed assets | 9,489 | 62,635 |
PPP loan forgiveness | 94,948 | - |
Foreign exchange | (41,664 | ) | 145,344 |
Finance costs | 4,714 | 622 |
Finance income | (314 | ) | (829 | ) |
(1,542,416 | ) | 32,878,585 |
Decrease in trade and other debtors | 2,186,899 | 502,971 |
Decrease in trade and other creditors | (707,167 | ) | (10,239,002 | ) |
Cash generated from operations | (62,684 | ) | 23,142,554 |
2. | CASH AND CASH EQUIVALENTS |
The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
Year ended 31 January 2024 |
31.1.24 | 1.2.23 |
£ | £ |
Cash and cash equivalents | 3,074,611 | 3,927,462 |
Year ended 31 January 2023 |
31.1.23 | 1.2.22 |
£ | £ |
Cash and cash equivalents | 3,927,462 | 1,260,910 |
3. | ANALYSIS OF CHANGES IN NET FUNDS |
At 1.2.23 | Cash flow | At 31.1.24 |
£ | £ | £ |
Net cash |
Cash at bank | 3,927,462 | (852,851 | ) | 3,074,611 |
3,927,462 | (852,851 | ) | 3,074,611 |
Total | 3,927,462 | (852,851 | ) | 3,074,611 |
THUNDERHEAD MIDCO (ONE) LTD (REGISTERED NUMBER: 09928392) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
for the Year Ended 31 January 2024 |
1. | STATUTORY INFORMATION |
Thunderhead Midco (One) Ltd is a |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
The Group financial statements consolidate the financial statements of Thunderhead Midco (One) Limited and all its subsidiary undertakings drawn up to 31 January 2024. |
The financial statements are presented in Sterling (£), which is the functional currency of the Group. |
Going concern |
The financial statements have been prepared on a going concern basis as Medallia, Inc., an intermediate parent company, will continue to support the Group for a period of at least 12 months and 1 day from the date the audit report attached to these financial statements is signed. |
Related party exemption |
The Company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the Group. |
Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements. |
Critical accounting judgements and key sources of estimation uncertainty |
With regard to the accounting policies adopted by the Group the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily available from other sources. Such estimates are based on historical experience and other relevant factors and may differ from actual results. All estimates, and associated underlying assumptions, are reviewed on an ongoing basis. |
It is the view of the Directors that there are no critical accounting estimates or critical areas of judgement. |
Key sources of estimation uncertainty |
Accounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome. The key assumptions and other sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are as follows: |
Accruals - management uses judgement based on the historical experience of the financial and processing teams to estimate the value of invoices received post year end relating to the current year end. |
Deferred income - management uses judgement based on underlying contractual documentation, and services yet to be supplied, to estimate the value of revenue invoiced in the current year which is related to the following year. |
The carrying amounts as at the year end for the above sources of estimation uncertainty can be seen in the Creditors note to these financial statements. |
THUNDERHEAD MIDCO (ONE) LTD (REGISTERED NUMBER: 09928392) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
for the Year Ended 31 January 2024 |
2. | ACCOUNTING POLICIES - continued |
Turnover |
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding value added tax. Commission fees are recognised on a net basis. |
Software as a service: |
SaaS contracts are recognised on a straight line basis over the period to which the relevant revenue relates. In respect of contracts where revenue exceeds invoices issued, the excess is included in accrued income. For contracts where invoices issued exceed revenue, the excess is included in deferred revenue. |
Professional Services: |
In respect of time and materials projects, revenue is recognised based on costs incurred to date capped at a pre-agreed level. In respect of fixed fee projects with stipulated time-frame, revenue is recognised on costs incurred to date. Any unrecognised revenue at the contract end date is recognised in full. In respect of contracts where revenue exceeds invoices issued, the excess is included in accrued income. For contracts where invoices issued exceed revenue, the excess is included in deferred revenue. |
Tangible fixed assets |
Depreciation is provided at the following rates in order to write off each asset over its estimated useful life. |
Leasehold improvements - over the life of the lease |
Fixtures and fittings - 4 years straight-line |
Office equipment - 3 years straight-line |
Computer equipment - 3 years straight-line |
Tangible fixed assets are initially included at cost and reviewed for impairment. |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
Foreign currencies |
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
THUNDERHEAD MIDCO (ONE) LTD (REGISTERED NUMBER: 09928392) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
for the Year Ended 31 January 2024 |
2. | ACCOUNTING POLICIES - continued |
Hire purchase and leasing commitments |
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
Pension costs and other post-retirement benefits |
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate. |
Financial instruments |
Basic financial instruments as covered by Section 11 of FRS102 are measured at amortised cost. The Group does not have any other financial instruments as covered by Section 12 of FRS102. |
Statement of cash flows |
The statement of cash flows was prepared using the indirect method. |
Investments in subsidiaries |
Investments in subsidiaries are measured at initial cost less any subsequent impairment. |
3. | TURNOVER |
The turnover and loss (2023 - profit) before taxation are attributable to the one principal activity of the group. |
An analysis of turnover by geographical market is given below: |
31.1.24 | 31.1.23 |
£ | £ |
United Kingdom | 3,974,961 | 1,427,909 |
Europe | (19,137 | ) | 2,109,342 |
United States of America | 357,339 | 6,896,861 |
Australia | - | 447,735 |
Other | - | 166,241 |
4,313,163 | 11,048,088 |
4. | EMPLOYEES AND DIRECTORS |
31.1.24 | 31.1.23 |
£ | £ |
Wages and salaries | (16,489 | ) | 4,010,981 |
Social security costs | 82,389 | 243,366 |
Other pension costs | - | 143,328 |
65,900 | 4,397,675 |
The average number of employees during the year was as follows: |
31.1.24 | 31.1.23 |
Employees |
31.1.24 | 31.1.23 |
£ | £ |
Directors' remuneration | - | 57,724 |
THUNDERHEAD MIDCO (ONE) LTD (REGISTERED NUMBER: 09928392) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
for the Year Ended 31 January 2024 |
4. | EMPLOYEES AND DIRECTORS - continued |
Thunderhead (One) Limited, a subsidiary company, transferred all employees to a sister company, Medallia Limited during the year. Medallia Limited recharged wage costs to Thunderhead (One) Limited totalling £5,469,992 (2023: £3,089,966) during the year. |
5. | OPERATING LOSS |
The operating loss is stated after charging: |
31.1.24 | 31.1.23 |
£ | £ |
Other operating leases | 232,982 | 293,468 |
Depreciation - owned assets | 67,672 | 179,829 |
Loss on disposal of fixed assets | 9,489 | 62,635 |
Auditors' remuneration | 29,800 | 60,000 |
Foreign exchange differences | 41,664 | 145,343 |
6. | EXCEPTIONAL ITEMS |
31.1.24 | 31.1.23 |
£ | £ |
Exceptional items | - | 37,615,828 |
Exceptional items in the prior year related entirely to the forgiveness of a loan by a former group member. |
7. | INTEREST PAYABLE AND SIMILAR EXPENSES |
31.1.24 | 31.1.23 |
£ | £ |
Interest payable | 4,714 | 622 |
Interest payable in the current year relates to an unpaid HMRC settlement. Interest payable in the previous year related to interest owed on a loan to a group company. |
8. | TAXATION |
Analysis of the tax charge |
The tax charge on the loss for the year was as follows: |
31.1.24 | 31.1.23 |
£ | £ |
Current tax: |
UK corporation tax | 46,589 | - |
Tax on (loss)/profit | 46,589 | - |
THUNDERHEAD MIDCO (ONE) LTD (REGISTERED NUMBER: 09928392) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
for the Year Ended 31 January 2024 |
8. | TAXATION - continued |
Reconciliation of total tax charge included in profit and loss |
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
31.1.24 | 31.1.23 |
£ | £ |
(Loss)/profit before tax | (1,677,359 | ) | 32,509,434 |
(Loss)/profit multiplied by the standard rate of corporation tax in the UK of 19 % (2023 - 19 %) |
(318,698 |
) |
6,176,792 |
Effects of: |
Expenses not deductible for tax purposes | 67,939 | 13,834 |
Income not taxable for tax purposes | - | (7,147,270 | ) |
earning |
Losses brought forward used against profits | - | 425,267 |
Group relief | 297,348 | (759,916 | ) |
development tax credit leading |
relief surrendered |
Deferred tax not recognised | - | 1,291,293 |
Total tax charge | 46,589 | - |
Tax effects relating to effects of other comprehensive income |
31.1.24 |
Gross | Tax | Net |
£ | £ | £ |
Translation reserve movement | 40,457 | - | 40,457 |
31.1.23 |
Gross | Tax | Net |
£ | £ | £ |
Translation reserve movement | 50,275 | - | 50,275 |
9. | INDIVIDUAL INCOME STATEMENT |
As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements. |
THUNDERHEAD MIDCO (ONE) LTD (REGISTERED NUMBER: 09928392) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
for the Year Ended 31 January 2024 |
10. | TANGIBLE FIXED ASSETS |
Group |
Improvements | Fixtures |
to | and | Computer |
property | fittings | equipment | Totals |
£ | £ | £ | £ |
COST |
At 1 February 2023 | 314,302 | 59,067 | 14,615 | 387,984 |
Disposals | - | (59,067 | ) | (28 | ) | (59,095 | ) |
At 31 January 2024 | 314,302 | - | 14,587 | 328,889 |
DEPRECIATION |
At 1 February 2023 | 141,058 | 49,690 | 7,424 | 198,172 |
Charge for year | 62,825 | - | 4,847 | 67,672 |
Eliminated on disposal | - | (49,690 | ) | - | (49,690 | ) |
At 31 January 2024 | 203,883 | - | 12,271 | 216,154 |
NET BOOK VALUE |
At 31 January 2024 | 110,419 | - | 2,316 | 112,735 |
At 31 January 2023 | 173,244 | 9,377 | 7,191 | 189,812 |
11. | FIXED ASSET INVESTMENTS |
Company |
Shares in |
group |
undertakings |
£ |
COST |
At 1 February 2023 |
and 31 January 2024 |
PROVISIONS |
At 1 February 2023 |
and 31 January 2024 | 913,116 |
NET BOOK VALUE |
At 31 January 2024 |
At 31 January 2023 |
THUNDERHEAD MIDCO (ONE) LTD (REGISTERED NUMBER: 09928392) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
for the Year Ended 31 January 2024 |
11. | FIXED ASSET INVESTMENTS - continued |
The Group or the Company's investments at the Balance Sheet date in the share capital of Companies include | the following: |
Name | Registered office | Class of shares | Holding |
Thunderhead (One) Ltd. |
3rd Floor, 1 Ashley Road, Altrincham, Cheshire, UK, WA14 2DT |
Ordinary |
100% |
Thunderhead One, Inc.* |
Corporation Service Company, 100 Shockoe Slip, Floor 2, Richmond VA 23219, USA |
Ordinary |
100% |
Thunderhead B.V.* |
Weteringschans 164 C, 1017 XD, Amsterdam, Netherlands |
Ordinary |
100% |
Thunderhead Limited |
3rd Floor, 1 Ashley Road, Altrincham, Cheshire, UK, WA14 2DT |
Ordinary |
100% |
Thunderhead One S.L.* |
Calle Prim, 19, Bajos Derecha, 28004 Madrid, Spain |
Ordinary |
100% |
Thunderhead (One) Pty Ltd |
c/o KNP, Level 1, 1121 High Street, Armadale, Victoria 3143, Australia |
Ordinary |
100% |
*indirectly owned |
12. | DEBTORS |
Group | Company |
31.1.24 | 31.1.23 | 31.1.24 | 31.1.23 |
£ | £ | £ | £ |
Amounts falling due within one year: |
Trade debtors | 31,377 | 1,626,480 |
Amounts owed by group undertakings | - | - |
Other debtors | 290,949 | 352,100 |
Tax | 287,244 | 244,566 |
VAT | 25,310 | - |
Deferred tax asset | 31,728 | - | - | - |
Prepayments and accrued income | 228,567 | 816,250 |
895,175 | 3,039,396 |
Amounts falling due after more than one | year: |
Other debtors | 634 | - |
Aggregate amounts | 895,809 | 3,039,396 |
Deferred tax asset |
Group | Company |
31.1.24 | 31.1.23 | 31.1.24 | 31.1.23 |
£ | £ | £ | £ |
Deferred tax | 31,728 | - | - | - |
THUNDERHEAD MIDCO (ONE) LTD (REGISTERED NUMBER: 09928392) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
for the Year Ended 31 January 2024 |
13. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
31.1.24 | 31.1.23 | 31.1.24 | 31.1.23 |
£ | £ | £ | £ |
Trade creditors | - | 29,911 |
Amounts owed to group undertakings | 11,629,269 | 12,407,075 |
Social security and other taxes | - | 9,024 |
VAT | - | 48,600 | - | - |
Other creditors | 57,807 | 27,983 |
Accruals and deferred income | 815,906 | 1,360,440 |
12,502,982 | 13,883,033 |
Amounts owed to group undertakings refers to companies not included in the consolidated financial statements, but that are part of the wider group. |
14. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
Group |
31.1.24 | 31.1.23 |
£ | £ |
Accruals and deferred income | - | 104,921 |
15. | LEASING AGREEMENTS |
Minimum lease payments fall due as follows: |
Group |
Non-cancellable operating | leases |
31.1.24 | 31.1.23 |
£ | £ |
Within one year | 316,958 | 236,747 |
Between one and five years | 203,536 | 488,125 |
520,494 | 724,872 |
The Company had no commitments under the non-cancellable operating leases as at the reporting date. |
16. | SECURED DEBTS |
HSBC Bank plc holds a fixed and floating charge over all assets of a subsidiary company, Thunderhead (One) Limited. |
17. | PROVISIONS FOR LIABILITIES |
Group |
31.1.24 | 31.1.23 |
£ | £ |
Other provisions | 94,948 | - |
Aggregate amounts | 94,948 | - |
THUNDERHEAD MIDCO (ONE) LTD (REGISTERED NUMBER: 09928392) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
for the Year Ended 31 January 2024 |
17. | PROVISIONS FOR LIABILITIES - continued |
Group |
Deferred | Other |
tax | provisions |
£ | £ |
Provided during year | (31,728 | ) | 94,948 |
Balance at 31 January 2024 | (31,728 | ) | 94,948 |
18. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 31.1.24 | 31.1.23 |
value: | £ | £ |
Ordinary | £0.00 | 1 | 18,001 | 18,001 |
Management incentive | £0.00 | 1 | 1,180 | 1,180 |
19,181 | 19,181 |
The management incentive shares do not carry voting, dividend or distribution rights. The shares carry limited rights to participate in respect of capital (including on a winding up). The shares are not redeemable. |
Ordinary shares carry one vote each and have equal dividend and distributions rights. The shares carry equal rights to participate in respect of capital (including on a winding up). The shares are not redeemable. |
19. | RESERVES |
Group |
Capital |
Retained | Share | redemption |
earnings | premium | reserve |
£ | £ | £ |
At 1 February 2023 | (134,517,564 | ) | 1,068,115 | 690 |
Deficit for the year | (1,723,948 | ) | - | - |
At 31 January 2024 | (136,241,512 | ) | 1,068,115 | 690 |
Group |
Other | Translation |
reserves | reserve | Totals |
£ | £ | £ |
At 1 February 2023 | 126,964,051 | (365,757 | ) | (6,850,465 | ) |
Deficit for the year | - | - | (1,723,948 | ) |
Foreign exchange reserve |
movement | - | 40,457 | 40,457 |
At 31 January 2024 | 126,964,051 | (325,300 | ) | (8,533,956 | ) |
THUNDERHEAD MIDCO (ONE) LTD (REGISTERED NUMBER: 09928392) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
for the Year Ended 31 January 2024 |
19. | RESERVES - continued |
Company |
Capital |
Retained | Share | redemption | Other |
earnings | premium | reserve | reserves | Totals |
£ | £ | £ | £ | £ |
At 1 February 2023 | (115,913,683 | ) | 1,068,115 | 690 | 117,138,517 | 2,293,639 |
Deficit for the year | (77,936 | ) | (77,936 | ) |
At 31 January 2024 | (115,991,619 | ) | 1,068,115 | 690 | 117,138,517 | 2,215,703 |
The Group's and the Company's reserves are as follows: |
Share premium account |
The share premium account includes the premium on issue of equity shares, net of any issue costs. |
Capital redemption reserve |
The capital redemption reserve relates to amounts paid for the buyback of the company's own shares. |
Other reserves |
Other reserves include amounts paid for the buyback of the company's own shares, as well as the difference between the fair value of the One division and the assets/liabilities transferred from SmartComms SC Limited and intercompany debts waived from the parent undertaking and treated as a capital contribution for financial year 2016. A capital contribution was made in the prior year when Medallia, Inc. purchased the Thunderhead group, and existing intercompany and external debts were repaid and treated as a capital contribution. |
Foreign exchange reserve |
The foreign currency translation reserve represents foreign currency movements recognised on consolidation in relation to entities with a non-GBP functional currency. |
Profit and loss account |
The profit and loss account represents cumulative profits or losses, net of dividends paid and other adjustments. |
20. | PENSION COMMITMENTS |
The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £nil (2023: £143,328). Contributions totalling £nil (2023: £nil) were payable to the fund at the reporting date and are included in creditors. |
21. | ULTIMATE PARENT COMPANY |
The immediate parent company is Medallia Holdings LLC, a company incorporated in Delaware, United States. The registered office is Corporation Service Company, 251 Little Falls Drive, Wilmington, DE 19808, USA. Medallia, Inc. is an indirect parent of Thunderhead Midco (One) Ltd, and is the parent of the largest group to consolidate results. Copies of the Medallia, Inc. financial statements are not publicly available. |
The directors believe that there is no ultimate controlling party. |