Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2024
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THRASIO UK HOLDINGS, LTD
CONTENTS
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THRASIO UK HOLDINGS, LTD
COMPANY INFORMATION
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THRASIO UK HOLDINGS, LTD
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The director presents his strategic report together with the audited financial statements of Thrasio UK Holdings, Ltd (formerly Lampedo Ltd) (“the Company”) for the year ended 31 December 2024.
The principal activity of the Company is that of a holding company for the wider Group, and the principal activity of the Company’s subsidiary undertakings continued to be that of selling a variety of products through online marketplaces. The Company itself does not trade.
The Company has made investments in the entire share capital of companies based in the United Kingdom which have a presence on major online marketplaces, including, but not limited to, the Amazon Seller Marketplace.
In the year, the Company’s investments in 16 subsidiaries were disposed. The net book value of the investments disposed was £nil. The gain on disposal of the investments was £2,546,737. Turnover of £4,436,219 relates to the 16 disposed subsidiaries for the period the group controlled them to the date of disposal (1 January 2024 to 31 October 2024). Turnover of £12,768,203 is derived from the remaining two subsidiaries of the company, which are regarded as brands that remain good for the wider group strategy and have therefore been retained by the director. Investments are funded by the Company’s ultimate parent company and controlling party and other companies held by the Company’s ultimate parent company and controlling party using intra group borrowings. The loans provided for investment carry an interest rate of 13.30% (2023: 11.50%) and are repayable on demand. Interest on these loans represent the main expense of the Company. At the end of each financial reporting period the director reviews the historic and anticipated financial performance and cash generation of each investment for signs of impairment. For the year ended 31 December 2024 there was a net impairment charge of £99.7k (2023: reversal charge of £145.4k due to adjustments to contingent consideration). The impairment charge represents a cautious outlook for each underlying investment, including, but not limited to, consumer demand for transacting through on line market places, the effects of wider inflation and rising cost of living across the geographical jurisdictions in which the Group operates and rising costs of being present in online market places and in addition to how wider macro economic factors may impact the outlook for investments. The financial year end of all the subsidiary companies are either 30 or 31 December 2024 and consistent accounting policies and accounting frameworks have been adopted across the Group.
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THRASIO UK HOLDINGS, LTD
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The parent Company and Group are reliant on the financial support of its ultimate parent company. The director is in receipt of a letter of financial support from Thrasio Holdings, Inc., which confirms the wider group's intention to provide support. This letter also confirms there is no intention to recall intra group working capital balances within twelve months of the date of signing of these financial statements. They also confirm their intention to provide additional financial support when required to ensure the Company's and Group's ability to continue in operational existence for at least twelve months from the date of signing of these financial statements.
On 28 February 2024, the ultimate parent company, Thrasio Holdings, Inc., entered into a Restructuring Support Agreement with 81% of its revolving credit facility lenders and approximately 88% of its term loan lenders intended to eliminate approximately $495 million of debt from Thrasio Holdings, Inc. and its subsidiaries’ balance sheets, defer all interest payments on senior debt in the first year post emergence and raise new capital into the Group. To implement the terms of the Restructuring Support Agreement, Thrasio Holdings, Inc. initiated a pre arranged court supervised Chapter 11 process in the U.S. Bankruptcy Court for the District of New Jersey. Thrasio UK Holdings, and its UK subsidiary companies, are included in this Restructuring Support Agreement. Thrasio Holdings, Inc. and the wider group, continued to operate its business normally and without interruption throughout the Chapter 11 process and emerged from the bankruptcy process on 18 June 2024. Thrasio Holdings, Inc. has received $90 million in new financing from certain of its lenders. This new capital is intended to provide liquidity to support Thrasio Holdings, Inc. and the wider group for continued operation of the Thrasio brands, support ongoing business operations and provide the wider group access to new capital to support business operations going forward. Thrasio Holdings, Inc. has an accumulated deficit of $255.5 million as of 31 December 2024 including the impact of its net loss of $128.1 million for the period ended 31 December 2024. Net cash used in operating activities was $88.3 million for the period ended 31 December 2024. The successful execution of Thrasio Holding, Inc.’s plans, which include operating the wider group profitably as a result of simplification and cost reduction, are necessary for the wider group to continue operations and to therefore enable it to provide support to Thrasio UK Holdings, Ltd. In addition, the wider group’s ability to continue as a going concern is contingent upon its ability to comply with the financial and other covenants contained in the Exit Facility following emergence from Chapter 11. These conditions and the ability to successfully meet the requirements under the Exit Facility, including the interest payments, impact the wider group’s ability to continue as a going concern. Due to the Parent Company's and Group's reliance on Thrasio Holdings, Inc. for financial support, these factors represent a material uncertainty which may cast significant doubt over the Parent Company's and Group's ability to meet its liabilities as they fall due within twelve months from the date of signing of these financial statements. Notwithstanding the inherent material uncertainty above and having considered the post year end trading of the Parent Company and Group, and the financial results of the group headed up by Thrasio Holdings, Inc., and making enquiries of management of the group headed up by Thrasio Holdings, Inc., the director has a reasonable expectation that Thrasio Holdings, Inc. can continue to provide financial support to the Parent Company and Group. As such, the director continues to adopt the going concern basis in preparing these financial statements.
In October 2024 the Parent Company disposed of 16 trading subsidiaries as disclosed in the 31 December 2023 financial statements available at Companies House. The Parent Company and Group intend to continue to operate with only 2 subsidiary companies as the Parent Company’s ultimate parent company, Thrasio Holdings, Inc., looks at its wider strategic operations.
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THRASIO UK HOLDINGS, LTD
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The management of the business and execution of the Company and Group strategy are subject to a number of risks. Key business risks principally relate to:
• market competition, both from a national and international perspective, • the reliance on the Amazon Marketplace platform and ecosystem through which the companies trade, and • the reliance on working capital provided by other companies held by the ultimate parent company.
To an extent, the Company is also exposed to foreign exchange risk given the variety of geographical jurisdictions in which the Group operates, although these are monitored through Treasury policies and procedures put in place at the ultimate parent company level.
The Group’s presence on the Amazon Marketplace is key to the operation of the Group. The Group regularly monitors the procedures and policies imposed by Amazon and ensure these are strictly adhered to, with any breaches of these identified and corrective action quickly put in place.
Risks are formally reviewed by management and appropriate processes are in place to monitor and mitigate them.
The Group considers gross profit and cash generation as the main key financial performance indicators. Where subsidiary investments are not returning the financial performance expected, management implements measures to try and restore profitability.
These key financial performance indicators can be seen in the pages to these financial statements and from the individual financial statements filed at Companies House.
Management also tracks sales revenue, return on ad spend, inventory, ratings and reviews, Amazon click through rate and other Amazon Key Performance Indicators. Additionally, Amazon referral fee, FBA fee, storage fee and other Amazon seller fees are also closely monitored.
The Company and Group made no political donations or incurred any political expenditure during the year.
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THRASIO UK HOLDINGS, LTD
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The Company and the Group recognise the importance of effective corporate governance in supporting the long term success and sustainability of the business.
Under section 172(1) of the UK Companies Act (the “Companies Act”) (“Section 172”), which applies to the Group and as part of a director’s duty to the Company’s shareholder to act as they consider most likely to promote the success of the Company, the director must have regard for likely long term consequences of decisions and the desirability of maintaining a reputation for high standards of business conduct. The director must also have regard for the interests of the Company’s employees, business relationships with the Company’s wider stakeholders, and the impact of the Company’s operations on the environment and communities in which it operates. Consideration of these factors and other relevant matters is embedded into all decision making and risk assessments throughout the period. a) The likely consequences of any decision in the long-term The director believes that they have acted in good faith, to promote the long term success of the Group. Governance of the overall Thrasio business is formalised in regular board meetings at Thrasio Holdings, Inc. level, with input from appropriate strategic advisors. b) The interests of the Group's employees Other than the directors who served during the year, who received no remuneration from the Company or Group, the Group in the UK had no employees at 31 December 2024. c) The need to foster the Group's business relationships with suppliers, customers and others The director aims to work in partnership with customers and suppliers who reflected similar values and behaviours to the Group. The Group fosters strong relationships with suppliers, customers and wider stakeholders, in particular the Amazon group. The Group endeavours to ensure suppliers are paid within agreed credit terms. d) The impact of the Group's operations on the community and environment The director is mindful of the communities in which the business operates. The Group operates through an on line platform matching consumers with the products they are looking for. The Group works closely with Amazon to endeavour that the customer receives the best possible experience when browsing and using the Amazon webpages that relate to the Group’s investments. The Group also has engaged with Amazon about the fulfilment of products to consumers and the environmental impact thereon. e) The desirability of the company maintaining a reputation for high standards of business conduct As part of the wider, long term strategy, the Group and Thrasio Holdings, Inc, must be seen as having outstanding business practices in all areas in which the Group operates be that at the beginning of the acquisition process, to the integration of acquisitions into the wider Group, the maintenance of the acquisitions and all dealings and interactions with Amazon. f) The need to act fairly as between members of the Group The Group has a number of subsidiary entities. As such, communication between the entities and the interplay between services or functions offered by different companies is vital. Part of the business strategy is to support a Group wide deployment of our services seamlessly to the end customer, regardless of which entity they are deployed from.
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THRASIO UK HOLDINGS, LTD
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
This report was approved by the director.
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THRASIO UK HOLDINGS, LTD
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The director presents his report and the financial statements for the year ended 31 December 2024.
The loss for the year, after taxation, amounted to £14,118,597 (2023 - loss £23,436,264).
The director does not recommend a dividend for the year.
The directors who served during the year were:
As permitted by s414c(11) of the Companies Act 2006, the directors have elected to disclose information, required to be in the director's report by Schedule 7 of the 'Large and Medium-sized Companies and Groups (Accounts and Reports) Regulation 2008', in the strategic report.
The auditor, Blick Rothenberg Audit LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved and signed by the sole director.
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THRASIO UK HOLDINGS, LTD
DIRECTOR'S RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
The director is responsible for preparing the group strategic report, the director's report and the consolidated financial statements in accordance with applicable law and regulations.
Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the director must not approve the financial statements unless he is 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 director is required to:
∙select suitable accounting policies for the Group's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.
The director is responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable him to ensure that the financial statements comply with the Companies Act 2006. He is 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.
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THRASIO UK HOLDINGS, LTD
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF THRASIO UK HOLDINGS, LTD
FOR THE YEAR ENDED 31 DECEMBER 2024
We have audited the financial statements of Thrasio UK Holdings, Ltd (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the consolidated profit and loss account, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, 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).
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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.
We draw attention to note 2.3 in the financial statements, which indicates that the Group and Parent Company are reliant on its ultimate parent company, Thrasio Holdings, Inc., for financial support. The Group and Parent Company are in receipt of a letter of support from Thrasio Holdings, Inc.
Note 2.3 explains that Thrasio Holdings, Inc. entered into a Restructuring Support Agreement with various of its debt lenders and initiated and emerged from a prearranged court supervised Chapter 11 process. The capability of the financial support required by the Parent Company being available is subject to the wider Thrasio group operating profitability following a process of simplification and cost reduction. The group forecasts indicate that this can occur, however sufficient historical experience is not in place to indicate a sufficient level of certainty. As stated in note 2.3, these events or conditions indicate that a material uncertainty exists that may cast significant doubt on the Parent Company's and Group'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 director’s use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the director’s assessment of the Group and Parent Company's ability to continue to adopt the going concern basis of accounting included communication with management and those charged with governance to understand the Thrasio group's ability to provide support, including obtaining information in respect of the group's Restructuring Support Agreement and their expectations in respect of successful fundraising to date.
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THRASIO UK HOLDINGS, LTD
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF THRASIO UK HOLDINGS, LTD (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the Annual Report other than the financial statements and our auditor's report thereon. The director is responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the group strategic report and the director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the group strategic report and the director's report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the group strategic report or the director's report.
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THRASIO UK HOLDINGS, LTD
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF THRASIO UK HOLDINGS, LTD (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group 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:
∙the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non compliance with applicable laws and regulations;
∙we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the company's sector;
∙we focussed on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006 and taxation legislation;
∙we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management; and
∙identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non compliance throughout the audit.
We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
∙making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
∙considering the internal controls in place to mitigate risks of fraud and non compliance with laws and regulations.
To address the risk of fraud through management bias and override of controls, we:
∙tested a sample of journal entries to identify unusual transactions;
∙assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and
∙investigated the rationale behind significant or unusual transactions.
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THRASIO UK HOLDINGS, LTD
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF THRASIO UK HOLDINGS, LTD (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Auditor's responsibilities for the audit of the financial statements (continued)
In response to the risk of irregularities and non compliance with laws and regulations, we designed procedures which included, but were not limited to:
∙agreeing financial statement disclosures to underlying supporting documentation;
∙enquiring of management as to actual and potential litigation and claims; and
∙reviewing correspondence with HM Revenue and Customs.
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non compliance. Auditing standards also limit the audit procedures required to identify non compliance with laws and regulations to enquiry of the director and other management and the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
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 auditor's 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 an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Chartered Accountants
Statutory Auditor
16 Great Queen Street
Covent Garden
WC2B 5AH
Date:
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THRASIO UK HOLDINGS, LTD
CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2024
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THRASIO UK HOLDINGS, LTD
CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2024
The financial statements were approved, authorised for issue and signed by the sole director.
The notes on pages 19 to 35 form part of these financial statements.
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THRASIO UK HOLDINGS, LTD
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024
The company has taken advantage of the exemption allowed under Section 408 of the companies Act 2006 and has not presented its own profit or loss account in these financial statements. The loss after tax of the parent company for the period was £12,775,048 (2023: £11,611,153).
The financial statements were approved, authorised for issue and signed by the sole director.
The notes on pages 19 to 35 form part of these financial statements.
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THRASIO UK HOLDINGS, LTD
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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THRASIO UK HOLDINGS, LTD
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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THRASIO UK HOLDINGS, LTD
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
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THRASIO UK HOLDINGS, LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Thrasio UK Holdings, Ltd is a private company limited by shares incorporated in England and Wales. The address of its registered office is 54 Portland Place, London, W1B 1DY.
The financial statements are presented in Sterling (£), which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own profit and loss account in these financial statements.
The following principal accounting policies have been applied:
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the consolidated profit and loss account from the date on which control is obtained. They are deconsolidated from the date control ceases.
A subsidiary is an entity controlled by the Group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Where the Group owns less than 50% of the voting power of an entity but controls the entity by virtue of an agreement with other investors which give control of the financial and operating policies of the entity it accounts for the entity as a subsidiary.
Any subsidiary undertakings sold or acquired during the period are included up to, or from, the dates of change of control.
Where a subsidiary has different accounting policies to the Group, adjustments are made to those subsidiary financial statements to apply the Group's accounting policies when preparing the consolidated financial statements.
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THRASIO UK HOLDINGS, LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
The Parent Company and Group are reliant on the financial support of its ultimate parent company. The director is in receipt of a letter of financial support from Thrasio Holdings, Inc., which confirms the wider group's intention to provide support. This letter also confirms there is no intention to recall intra-group working capital balances within twelve months of the date of signing of these financial statements. They also confirm their intention to provide additional financial support when required to ensure the Parent Company's and Group's ability to continue in operational existence for at least twelve months from the date of signing of these financial statements.
On 28 February 2024, the ultimate parent company, Thrasio Holdings, Inc., entered into a Restructuring Support Agreement with 81% of its revolving credit facility lenders and approximately 88% of its term loan lenders intended to eliminate approximately $495 million of debt from Thrasio Holdings, Inc. and its subsidiaries’ balance sheets, defer all interest payments on senior debt in the first-year post-emergence and raise new capital into the Group. To implement the terms of the Restructuring Support Agreement, Thrasio Holdings, Inc. initiated a pre-arranged court-supervised Chapter 11 process in the U.S. Bankruptcy Court for the District of New Jersey. Thrasio UK Holdings, and its UK subsidiary companies, are included in this Restructuring Support Agreement. Thrasio Holdings, Inc. and the wider group, continued to operate its business normally and without interruption throughout the Chapter 11 process and emerged from the bankruptcy process on 18 June 2024. Thrasio Holdings, Inc. has received $90 million in new financing from certain of its lenders. This new capital is intended to provide liquidity to support Thrasio Holdings, Inc. and the wider group for continued operation of the Thrasio brands, support ongoing business operations and provide the wider group access to new capital to support business operations going forward. Thrasio Holdings, Inc. has an accumulated deficit of $255.5 million as of 31 December 2024 including the impact of its net loss of $128.1 million for the period ended 31 December 2024. Net cash used in operating activities was $88.3 million for the period ended 31 December 2024. The successful execution of Thrasio Holding, Inc.’s plans, which include operating the wider group profitably as a result of simplification and cost reduction, are necessary for the wider group to continue operations and to therefore enable it to provide support to Thrasio UK Holdings Limited. In addition, the wider group’s ability to continue as a going concern is contingent upon its ability to comply with the financial and other covenants contained in the Exit Facility following emergence from Chapter 11. These conditions and the ability to successfully meet the requirements under the Exit Facility, including the interest payments, impact the wider group’s ability to continue as a going concern. Due to the Parent Company's and Group's reliance on Thrasio Holdings, Inc. for financial support, these factors represent a material uncertainty which may cast significant doubt over the Parent Company's and Group's ability to meet its liabilities as they fall due within twelve months from the date of signing of these financial statements. Notwithstanding the inherent material uncertainty above and having considered the post-year end trading of the Parent Company and Group, and the financial results of the group headed up by Thrasio Holdings, Inc., and making enquiries of management of the group headed up by Thrasio Holdings, Inc., the director has a reasonable expectation that Thrasio Holdings, Inc. can continue to provide financial support to the Parent Company and Group. As such, the director continues to adopt the going concern basis in preparing these financial statements.
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THRASIO UK HOLDINGS, LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Other operating income relates to royalty income received from group companies.
Functional and presentation currency
Transactions and balances
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THRASIO UK HOLDINGS, LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount.
The Group and Parent Company discloses transactions with related parties which are not wholly owned within the same group. Where appropriate transactions of a similar nature are aggregated unless, in the opinion of the director, separate disclosure is necessary to understand the effect of the transaction in the Group financial statements.
The tax expense for the year comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
Current tax is the amount of income tax payable in respect of taxable profit for the year or prior years. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company operates and generates income. Deferred tax arises from timing differences that are differences between taxable profits and total comprehensive income as stated in the financial statements. These timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
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THRASIO UK HOLDINGS, LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Goodwill
Other intangible assets
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
Amortisation is provided on the following basis:
Stocks held by the Group are in respect of European Union marketplaces and are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis.
At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss. All other Group stocks, in respect of non-European Union marketplaces, are not held by the Group but instead held by other members of the Thrasio wider Group. The Group is able to access this stock to generate sales, and it gains ownership on the date on which it completes a sale to a third party customer.
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THRASIO UK HOLDINGS, LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Where contract conditions are met, the creditor is released against the cash payment. Where the contract conditions are not met, the creditor is released against the cost of the investment. Where the contract conditions on an acquisition change then the investment values are amended.
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.
In the consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.
Ordinary shares are classified as equity.
The Group and Company has elected to apply Sections 11 and 12 of FRS 102 in respect of financial instruments.
Financial assets and financial liabilities are recognised when the Group and Company becomes party to the contractual provisions of the instrument. 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. The Group and Company’s policies for its major classes of financial assets and financial liabilities are set out below. Financial assets Basic financial assets, including trade and other debtors, cash and bank balances, intercompany working capital balances, and intercompany financing are initially recognised at transaction price, 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate. Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment.
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THRASIO UK HOLDINGS, LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Financial instruments (continued)
Financial liabilities Basic financial liabilities, including trade and other creditors, loans from fellow group companies 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate. Deferred consideration is reported at discounted net present value using the Company’s weighted average cost of capital. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. Impairment of financial assets Financial assets measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the profit and loss account. For financial assets measured at cost less impairment, the impairment loss is measured as the difference between the asset's carrying amount and the best estimate of the amount the Company would receive for the asset if it were to be sold at the reporting date. For financial assets measured at amortised cost, the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If the financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss. Derecognition of financial assets and financial liabilities Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions. Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires. Offsetting of financial assets and financial liabilities Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is an 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.
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THRASIO UK HOLDINGS, LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Fair value of consideration in respect of goodwill and investments The fair values of goodwill and investments involve the estimation of future cash flows to be generated over a number of years in determining the fair value of consideration. The assumptions to be taken into account include revenue growth and volumes and changes in underlying demand for products each acquired business sells. These assumptions require significant judgment. Deferred consideration of £nil (2023: £151,343) is included in creditors. Stock provisions The Group holds stock for resale on its balance sheet. Given the nature of the products held, it is necessary to estimate the recoverability of the value of stock held and any provisioning required. When calculating the stock provision, management considers the nature and condition of he stock, as well as applying assumptions around anticipated and actual saleability of goods for resale, actual number of units sold post year-end against the year-end stock holdings and anticipated changes in demand. Management use this information to calculate the stock provision. The carrying value of stock in the group accounts at the year end is £nil (2023: £445,113).
Analysis of turnover by country of destination:
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THRASIO UK HOLDINGS, LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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THRASIO UK HOLDINGS, LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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THRASIO UK HOLDINGS, LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
The group has tax losses carried forward of £5,900,000 (2023: £10,566,000) in the UK for which a deferred tax asset has not been recognised due to the uncertainty over the future profitability to utilise these losses.
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THRASIO UK HOLDINGS, LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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THRASIO UK HOLDINGS, LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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THRASIO UK HOLDINGS, LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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THRASIO UK HOLDINGS, LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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THRASIO UK HOLDINGS, LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Profit and loss account
The ultimate parent company is party to a fixed and floating debenture in the favour of Wilmington Savings Fund Society, FSB. This Company and its Group entities that are registered in England and Wales are also covered by this charge.
The Company and Group considers Thrasio, LLC to be its immediate parent company and controlling party. Thrasio, LLC is a company registered in the United States of America at Corporation Trust Center 1209 Orange St., Wilmington, Delaware 19801 with a principal place of business at 85 West Street, Walpole, Massachusetts 02081.
The Company and Group is included in the consolidated financial statements prepared by Thrasio Holdings, Inc., who is its ultimate parent company and controlling party of the company. Consolidated financial statements are not publicly available.
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THRASIO UK HOLDINGS, LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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