Company registration number 08279964 (England and Wales)
INTEGRATE (EUROPE) LTD
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
INTEGRATE (EUROPE) LTD
CONTENTS
Page
Balance sheet
1
Statement of changes in equity
2
Notes to the financial statements
3 - 10
INTEGRATE (EUROPE) LTD
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 1 -
2023
2022
Notes
£
£
£
£
Fixed assets
Intangible assets
3
Tangible assets
4
27,786
49,093
Investments
5
126
126
27,912
49,219
Current assets
Debtors
6
341,207
314,257
Cash at bank and in hand
668,355
1,494,750
1,009,562
1,809,007
Creditors: amounts falling due within one year
7
(21,078,616)
(17,307,971)
Net current liabilities
(20,069,054)
(15,498,964)
Net liabilities
(20,041,142)
(15,449,745)
Capital and reserves
Called up share capital
8
100
100
Other reserves
2,384,755
2,382,785
Profit and loss reserves
(22,425,997)
(17,832,630)
Total equity
(20,041,142)
(15,449,745)
The notes on pages 3 to 10 form part of these financial statements.
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The directors of the company have 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 27 March 2025 and are signed on its behalf by:
D Tomizuka
Director
Company registration number 08279964 (England and Wales)
INTEGRATE (EUROPE) LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Share capital
Capital contribution reserve
Profit and loss reserves
Total
£
£
£
£
Balance at 1 January 2022
100
-
(10,703,692)
(10,703,592)
Year ended 31 December 2022:
Loss and total comprehensive income
-
-
(7,128,938)
(7,128,938)
Net shared based payment debit
-
3,450
-
3,450
Capital contribution
-
2,379,335
-
2,379,335
Balance at 31 December 2022
100
2,382,785
(17,832,630)
(15,449,745)
Year ended 31 December 2023:
Loss and total comprehensive income
-
-
(4,593,367)
(4,593,367)
Net shared based payment debit
-
1,970
-
1,970
Balance at 31 December 2023
100
2,384,755
(22,425,997)
(20,041,142)
The notes on pages 3 to 10 form part of these financial statements.
INTEGRATE (EUROPE) LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
1
Accounting policies
Company information
Integrate (Europe) Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 3 Waterfront Business Park, Dudley Road, Brierley Hill, Birmingham, DY5 1LX.
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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
1.2
Going concern
The company continues to incur losses and remains in a substantial net liability position at the reporting date, and is reliant on continued support from the wider group. The directors have received a signed legally enforceable letter of support from a fellow group company confirming that for a period of not less than one year following the approval of these financial statements it will:
However, the fellow group company has also incurred losses, remains in a net liability position, and is dependent on further equity funding in order to remain a going concern.
The directors consider that such funding will be forthcoming, and therefore the financial statements have been prepared on a going concern basis. However, due to the uncertainty in outcome of any equity fundraising, the directors consider this to constitute a material uncertainty which may cast doubt on the company's ability to continue as a going concern. No adjustments have been made in respect of this.
1.3
Turnover
Turnover is recognised when control of services is transferred to the customers, in an amount that reflects the consideration the company expects to be entitled to in exchange for those services, net of discounts extended to the customer and any applicable sales taxes. The company determines revenue recognition through the following steps:
identification of the contract, or contracts, with a customer;
identification of the risks and rewards transferring within the contract; and
determination of the transaction price.
The company generates turnover primarily from fees that provide customers access to its Event Lead Management ("ELM") software application and related services. These arrangements have contractual terms typically of one year, include recurring fixed plan subscription fees, and are generally invoiced annually in advance. Accordingly, at contract inception, this creates a material deferred income balance.
Arrangements with customers do not provide the customer with the right to take possession of the company's software at any time. Instead, customers are granted continuous access to the services over the contractual period. The company transfers control evenly over the contractual period by providing stand-ready service. Accordingly, the fixed consideration related to the subscription is recognised over time on a straight-line basis over the contract term beginning on the date the company's service is made available to the customer.
INTEGRATE (EUROPE) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 4 -
In addition, the company receives a royalty fee, calculated on an arms' length basis, for sales of its ELM offering made by the intermediate parent company and bills this quarterly in arrears, recognising such fees as turnover at that point in time.
The company also recognises turnover through an arms' length reseller agreement where the company receives a fixed quarterly fee and variable consideration based on the volume of ELM contracts sold by the reseller.
Other operating income
Other operating income relates to the mark up received to compensate the company for time spent by staff working on projects for other group entities. The underlying amounts being recharged are netted within administrative expenses.
1.4
Intangible fixed assets other than goodwill
In the research phase of an internal project, it is not possible to demonstrate that a project will generate future economic benefits and hence all expenditure on research is recognised as an expense when incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate that the asset will generate probable future economic benefits and that its cost can be reliably measured.
The capitalised development costs are subsequently amortised over their finite useful economic lives. This is charged to ‘cost of sales’ in the statement of comprehensive income. Amortisation begins when the intangible asset is available for use and is charged as follows:
Internally developed software
3 years straight line
1.5
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Computer hardware
3 years straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.6
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
1.7
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
INTEGRATE (EUROPE) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 5 -
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.8
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.
1.9
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include trade debtors, amounts owed by group undertakings, other debtors, and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
INTEGRATE (EUROPE) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 6 -
Basic financial liabilities
Basic financial liabilities, including trade creditors, amounts owed to group undertakings, accruals and other creditors, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
1.10
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.
1.11
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.
1.12
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.13
Share-based payments
The intermediate parent company, Integrate.com Inc., operates an equity-settled share based remuneration scheme for senior employees. UK employees were eligible to participate in the long-term incentive scheme, with the only vesting condition being that the individual remains an employee of the company over the vesting period of four years. The company did not enter into any share based payment transactions with parties other than employees.
The expense in relation to options is recognised straight line in the profit and loss over the vesting period of four years, with an offsetting debit or credit to the capital contribution reserve reflecting the benefit provided by the intermediate parent company.
1.14
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.
INTEGRATE (EUROPE) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 7 -
2
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Total
33
35
3
Intangible fixed assets
Internally developed software
£
Cost
At 1 January 2023 and 31 December 2023
1,690,809
Amortisation and impairment
At 1 January 2023 and 31 December 2023
1,690,809
Carrying amount
At 31 December 2023
At 31 December 2022
4
Tangible fixed assets
Computer hardware
£
Cost
At 1 January 2023
130,949
Additions
5,135
Disposals
(55,695)
At 31 December 2023
80,389
Depreciation and impairment
At 1 January 2023
81,856
Depreciation charged in the year
26,360
Eliminated in respect of disposals
(55,613)
At 31 December 2023
52,603
Carrying amount
At 31 December 2023
27,786
At 31 December 2022
49,093
INTEGRATE (EUROPE) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
5
Fixed asset investments
2023
2022
£
£
Shares in group undertakings and participating interests
126
126
6
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
305,453
154,021
Amounts owed by group undertakings
4,850
4,850
Other debtors
30,904
155,386
341,207
314,257
All amounts owed by group undertakings are unsecured, interest free and repayable on demand.
7
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
46,585
99,131
Amounts owed to group undertakings
20,477,074
16,595,203
Taxation and social security
88,726
Deferred income
345,004
277,049
Other creditors
10,079
Accruals
199,874
247,862
21,078,616
17,307,971
All amounts owed to group undertakings are unsecured, interest free and repayable on demand.
8
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
100
100
100
100
9
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:
INTEGRATE (EUROPE) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
9
Audit report information
(Continued)
- 9 -
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.
Material uncertainty related to going concern
We draw attention to note 1.2 in the financial statements, which indicates that the company continues to incur losses and remains in a substantial net liability position at the reporting date, and is reliant on continued support from the wider group. The directors have received a signed legally enforceable letter of support from a fellow group company confirming that for a period of not less than one year following the approval of these financial statements it will:
However, the fellow group company has also incurred losses, remains in a net liability position, and is dependent on further equity funding in order to remain a going concern. The directors consider that such funding will be forthcoming, and therefore the financial statements have been prepared on a going concern basis. However, due to the uncertainty in outcome of any equity fundraising, the directors consider this to constitute a material uncertainty which may cast doubt on the company's ability to continue as a going concern. No adjustments have been made in respect of this.
As stated in note 1.2, these events or conditions indicate that a material uncertainty exists that may cast significant doubt on the company’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 directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Senior Statutory Auditor:
Christopher Cairns BSc FCA
Statutory Auditor:
Alliotts LLP
Date of audit report:
28 March 2025
10
Related party transactions
2023
2022
Amounts due to related parties
£
£
Entities with control, joint control or significant influence over the company
20,477,074
16,595,203
INTEGRATE (EUROPE) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
10
Related party transactions
(Continued)
- 10 -
The following amounts were outstanding at the reporting end date:
2023
2022
Amounts due from related parties
£
£
Entities with control, joint control or significant influence over the company
4,850
4,850
Other information
The company has taken advantage of the exemption under FRS 102, para 1AC.35, stating that details need not be given in respect of transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly-owned by such a member.
11
Parent company
The immediate parent company is Akkroo Solutions Limited, a company incorporated in the United Kingdom. The intermediate parent company is Integrate.com, Inc, a company incorporated in the United States of America with registered office 111 West Monroe Street,19th Floor, Phoenix, AZ 85003, United States. The ultimate controlling party is Infinity Group Holdings, LP.
2023-12-312023-01-01falsefalsefalse28 March 2025CCH SoftwareCCH Accounts Production 2024.301No description of principal activityJ BloomD Tomizuka2025-03-27082799642023-01-012023-12-31082799642023-12-31082799642022-12-3108279964core:IntangibleAssetsOtherThanGoodwill2023-12-3108279964core:IntangibleAssetsOtherThanGoodwill2022-12-3108279964core:ComputerEquipment2023-12-3108279964core:ComputerEquipment2022-12-3108279964core:CurrentFinancialInstrumentscore:WithinOneYear2023-12-3108279964core:CurrentFinancialInstrumentscore:WithinOneYear2022-12-3108279964core:CurrentFinancialInstruments2023-12-3108279964core:CurrentFinancialInstruments2022-12-3108279964core:ShareCapital2023-12-3108279964core:ShareCapital2022-12-3108279964core:OtherMiscellaneousReserve2023-12-3108279964core:OtherMiscellaneousReserve2022-12-3108279964core:RetainedEarningsAccumulatedLosses2023-12-3108279964core:RetainedEarningsAccumulatedLosses2022-12-3108279964core:ShareCapital2021-12-3108279964core:RetainedEarningsAccumulatedLosses2021-12-3108279964bus:Director22023-01-012023-12-3108279964core:RetainedEarningsAccumulatedLosses2022-01-012022-12-31082799642022-01-012022-12-3108279964core:RetainedEarningsAccumulatedLosses2023-01-012023-12-3108279964core:IntangibleAssetsOtherThanGoodwill2023-01-012023-12-3108279964core:DevelopmentCostsCapitalisedDevelopmentExpenditure2023-01-012023-12-3108279964core:ComputerEquipment2023-01-012023-12-3108279964core:IntangibleAssetsOtherThanGoodwill2022-12-3108279964core:ComputerEquipment2022-12-3108279964core:WithinOneYear2023-12-3108279964core:WithinOneYear2022-12-3108279964core:EntitiesWithJointControlOrSignificantInfluenceOverReportingEntity2023-12-3108279964bus:PrivateLimitedCompanyLtd2023-01-012023-12-3108279964bus:SmallCompaniesRegimeForAccounts2023-01-012023-12-3108279964bus:FRS1022023-01-012023-12-3108279964bus:Audited2023-01-012023-12-3108279964bus:Director12023-01-012023-12-3108279964bus:FullAccounts2023-01-012023-12-31xbrli:purexbrli:sharesiso4217:GBP