Company registration number 10702528 (England and Wales)
BETBULL SOCIAL SPORTS UK LTD
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
BETBULL SOCIAL SPORTS UK LTD
CONTENTS
Page
Balance sheet
1
Statement of changes in equity
2
Notes to the financial statements
3 - 11
BETBULL SOCIAL SPORTS UK LTD
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 1 -
2023
2022
Notes
£
£
£
£
Fixed assets
Tangible assets
6
25,630
Current assets
Debtors
7
576,084
8,956,106
Cash at bank and in hand
109,624
257,551
685,708
9,213,657
Creditors: amounts falling due within one year
8
(346,736)
(869,396)
Net current assets
338,972
8,344,261
Net assets
338,972
8,369,891
Capital and reserves
Called up share capital
100
100
Other reserves
7,220,109
7,184,158
Distributable profit and loss reserves
(6,881,237)
1,185,633
Total equity
338,972
8,369,891
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The director of the company has elected not to include a copy of the profit and loss account within the financial statements.true
The financial statements were approved by the board of directors and authorised for issue on 13 March 2025 and are signed on its behalf by:
E Whittemore
Director
Company registration number 10702528 (England and Wales)
BETBULL SOCIAL SPORTS UK LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Share capital
Capital contribution
Profit and loss reserves
Total
£
£
£
£
Balance at 1 January 2022
100
7,080,243
820,902
7,901,245
Year ended 31 December 2022:
Profit and total comprehensive income
-
-
364,731
364,731
Shareholders contribution
-
103,915
103,915
Balance at 31 December 2022
100
7,184,158
1,185,633
8,369,891
Year ended 31 December 2023:
Loss and total comprehensive income
-
-
(8,066,870)
(8,066,870)
Shareholders contribution
-
35,951
35,951
Balance at 31 December 2023
100
7,220,109
(6,881,237)
338,972
BETBULL SOCIAL SPORTS UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
1
Accounting policies
Company information
Betbull Social Sports UK Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 167-169 Great Portland Street, 5th Floor, London, England, W1W 5PF.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention (see 1.11 relating to share based payments). The principal accounting policies adopted are set out below.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
Section 4 ‘Statement of Financial Position’: Reconciliation of the opening and closing number of shares;
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’: Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The financial statements of the company are consolidated in the financial statements of Wynn Resorts Limited. These consolidated financial statements are available from its registered office, 3131, Las Vegas Boulevard, South Las Vegas, NV, 89109.
1.2
Going concern
The directors intend to liquidate the company and therefore do not consider it to be appropriate to adopt the going concern basis of accounting in preparing the financial statements. The company has ceased to trade and accordingly, the financial statements have been prepared on a basis other than going concerntrue
1.3
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
1.4
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
BETBULL SOCIAL SPORTS UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 4 -
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Fixtures and fittings
Straight line over useful operating life of 5 years
Computers
Straight line over useful operating life of 3 years
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.
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.
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.
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.
1.8
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
BETBULL SOCIAL SPORTS UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 5 -
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.9
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.
1.10
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.11
Share-based payments
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest.
When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.
Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.
Should the company dissolve its business operations before the vesting period of their stock options has fully expired, the company will recognize the unvested portion of the stock option expense as a forfeiture, reversing the previously recognized compensation cost against earnings. The company will estimate the expected forfeiture rate at the grant date and adjust the compensation expense accordingly each period, reflecting the estimated number of options that are likely to be forfeited.
The expense relating to the fair value of the share-based payment is recognised as part of the administrative expenses under "Equity settled share based payment costs" and the corresponding adjustment is included as part of equity in the capital contribution. The capital contribution represents the cumulative fair value adjustments in relation to the share-based payment schemes, and is recognised as a shareholder contribution on the basis that the scheme relates to shares of the parent companies.
BETBULL SOCIAL SPORTS UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 6 -
1.12
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
1.13
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the director is 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.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Share option valuation
The share options of the company have been valued using the Black Scholes methodology. The valuation was performed by a third party with expertise in this area, and the valuation included figures estimated by the third party. The volatility of the share value was estimated based on the historic and current volatility of the gambling and gaming industry. The risk-free interest rate, provided by a trusted third party source, was an estimated figure based on the expectations of interest rates evaluated on a daily basis. Due to the forthcoming closure of the company, share options have been forfeited in the year and the valuation of share options is no longer considered to be a key estimate.
3
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
15,510
13,800
BETBULL SOCIAL SPORTS UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 7 -
4
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
22
34
5
Director's remuneration
No remuneration was paid to the director.
6
Tangible fixed assets
Fixtures and fittings
Computers
Total
£
£
£
Cost
At 1 January 2023
1,526
90,269
91,795
Additions
8,357
8,357
Disposals
(1,526)
(98,626)
(100,152)
At 31 December 2023
Depreciation and impairment
At 1 January 2023
993
65,172
66,165
Depreciation charged in the year
533
33,454
33,987
Eliminated in respect of disposals
(1,526)
(98,626)
(100,152)
At 31 December 2023
Carrying amount
At 31 December 2023
At 31 December 2022
533
25,097
25,630
7
Debtors
2023
2022
Amounts falling due within one year:
£
£
Corporation tax recoverable
273,965
208,387
Amounts owed by group undertakings
110,430
7,301,796
Other debtors
187,889
346,085
Prepayments and accrued income
3,158
370,017
575,442
8,226,285
BETBULL SOCIAL SPORTS UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
7
Debtors
(Continued)
- 8 -
2023
2022
Amounts falling due after more than one year:
£
£
Deferred tax asset (note 9)
642
729,821
Total debtors
576,084
8,956,106
Amounts owed by group undertakings are considered repayable on demand. There is no interest due on these balances.
8
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
23,435
159,608
Other creditors
31,872
9,012
Accruals and deferred income
291,429
700,776
346,736
869,396
9
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:
Assets
Assets
2023
2022
Balances:
£
£
Accelerated capital allowances
-
(6,408)
Retirement benefit obligations
642
-
Share based payments
-
736,229
642
729,821
2023
Movements in the year:
£
Asset at 1 January 2023
(729,821)
Charge to profit or loss
729,179
Asset at 31 December 2023
(642)
The deferred tax asset set out above is expected to reverse in more than 12 months and relates to share based payments that are expected to mature in the same period.
BETBULL SOCIAL SPORTS UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
10
Share-based payment transactions
The company previously operated three share based compensation plans, being options A, B and C.
On 11 August 2023, Wynn Resorts Limited announced its decision to cease online sports betting and iGaming operations in eight of eleven states in which it had previously been in operation, At the end of 2023, due to the reduction of operations in the US, management made the decision to cease support operations in the UK. During 2024, the company's share options were fully forfeited with the employees being made redundant.
The director recognises the employees who were expected to exercise options across one of three schemes and had made adjustments as considered appropriate for each plan.
Option A was previously an approved share option scheme based on continued service to the company by employees. The scheme was previously an approved EMI scheme, that underwent modification following the purchase of the company by the Wynn Resorts group. The scheme offered share options in the original parent company, Betbull Limited. Since the purchase of the parent company, the scheme then offered share options in Wynn Interactive Limited, a parent of the company.
Option B was previously an approved share option scheme based on continued service to the company by employees, with the exception of one employee, where it is also based on the success of the company. The scheme offered share options in Wynn Interactive Limited, a parent of the company.
Option C was previously an approved share option scheme based on continued service to the company by employees. The scheme previously offered restricted stock units in Wynn Interactive Limited, a parent of the company, however this was modified during the prior year and then offered share options in the company.
The options were expected to lapse on the 10th anniversary of the grant date or if the person granted ceased to be an employee of the company.
Liabilities and expenses
During the year, the company recognised total share-based payment expenses of £35,951 (2022 - £103,915) which related to equity settled share based payment transactions.
Option A approved EMI Scheme
Scheme of details and movements
On 27 November 2018, Betbull Social Sports UK Ltd granted 18,545 share options to employees of the company at a range of exercise prices, on an employee by employee basis. 6,667 shares had no exercise price, 2,861 had an exercise price of £25.29, 5,306 had an exercise price of £25.37, 2,861 had an exercise price of £60.89, and the final 850 were issued at an exercise price of £255.00.
During the year none of these options were exercised (2022 - nil).
526 options (2022: 4,016 options) remain outstanding at the year end following the forfeit of 3,490 options. None of the options outstanding relate to the director.
BETBULL SOCIAL SPORTS UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
10
Share-based payment transactions
(Continued)
- 10 -
Option B approved EMI Scheme
Scheme of details and movements
On 11 December 2020, Betbull Social Sports UK Ltd granted 57,953 share options to employees of the company at an exercise price of $761, excluding two options offered at exercise prices of $1,440 for 11,269 options and $2,320 for 19,720 options, in relation to the director of the company. A further 606 options were granted on 2 March 2021 to employees of the company at exercise price of $761. During 2022 this scheme was reassessed and a modification was made, with a new exercise price of $78.62 being applied, equal to the fair value of the shares.
The modification made by resolution also changed the quantity of share options available to a portion of the staff, with 692 of the original 57,953 shares being reduced to 588 shares at the new exercise price.
169 options (2022: 426 options) remain outstanding at the year end following the forfeit of 70 options, the expiration of 70 options and 117 options related to staff members who were no longer with the company by the end of the year. As at the year end no options relate to the director.
Option C approved EMI scheme (previously an RSU scheme)
Scheme of details and movements
As part of a resolution performed by the director, the RSU scheme was transferred to a share option scheme on 10 May 2022. Prior to this, all other staff excluding two had forfeited their RSU schemes and were entitled to none. Following this the remaining two staff members were offered 572 shares for their previous RSU options, with an exercise price of $78.62.
During the year none of these options were exercised (2022 - nil).
30 (2022: 572 options) remain outstanding at the year end following the forfeit of 429 options and the expiration of 113 options. As at the year end no options relate to the director.
11
Capital contribution reserve
This reserve is a cumulative total of all the share-based payment expenses. All the shares are issued in the parent company.
12
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.
The auditor's report is unqualified and includes the following:
Opinion
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 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.
BETBULL SOCIAL SPORTS UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
12
Audit report information
(Continued)
- 11 -
Emphasis of matter - financial statements prepared on a basis other than going concern
We draw attention to Note 1.2 of the financial statements, which explains that the directors intend to liquidate the company and therefore do not consider it to be appropriate to adopt the going concern basis of accounting in preparing the financial statements. Accordingly the financial statements have been prepared on a basis other than going concern as described in Note 1.2. Our opinion is not modified in this respect.
Senior Statutory Auditor:
Tracey Wickens
Statutory Auditor:
MGI Midgley Snelling LLP
Date of audit report:
14 March 2025
13
Events after the reporting date
Company operations completely ceased from 2024 onwards.
14
Related party transactions
The company has taken advantage of the exemption in FRS102.33.1A not to disclose transactions with wholly owned group companies. Details of where consolidated accounts can be obtained are included in note 19.
15
Ultimate controlling party
Wynn Resorts Limited (Incorporated in the US) is regarded by the director as being the company's ultimate parent company. It also heads both the largest and the smallest group within which the subsidiary belongs and for which group accounts are prepared. The registered office of Wynn Resorts Limited is 3131, Las Vegas Boulevard, South Las Vegas, NV, 89109. The Consolidated Financial Statements for Wynn Resorts Limited are available from their web site www.wynnresorts.com.
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