Interliant UK Holdings Limited - Period Ending 2019-12-31

Interliant UK Holdings Limited - Period Ending 2019-12-31


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Registration number: 02846821

Interliant UK Holdings Limited

Annual Report and Consolidated Financial Statements

for the Year Ended 31 December 2019

 

Interliant UK Holdings Limited

Contents

Company Information

1

Strategic Report

2 to 4

Directors' Report

5

Statement of Directors' Responsibilities

6

Independent Auditor's Report

7 to 9

Consolidated Profit and Loss Account

10

Consolidated Balance Sheet

11

Balance Sheet

12

Consolidated Statement of Changes in Equity

13

Statement of Changes in Equity

14

Consolidated Statement of Cash Flows

15

Notes to the Financial Statements

16 to 30

 

Interliant UK Holdings Limited

Company Information

Directors

J Murphy

M Clayman

Company secretary

Business Control Limited

Registered office

Business Control Limited
Red Lion Yard
Frome Road
Bath
BA2 2PP

Auditors

Milsted Langdon LLP
Chartered Accountants and Statutory Auditors
Freshford House
Redcliffe Way
Bristol
BS1 6NL

 

Interliant UK Holdings Limited

Strategic Report for the Year Ended 31 December 2019

The directors present their strategic report for the year ended 31 December 2019.

Principal activity

The principal activity of the company is acting as a holding company of its wholly owned subsidiary Navisite Europe Limited, and the principal activity of the group is the supply of infrastructure, application and cloud hosting services, together with the design and implementation of IT solutions and related consultancy

Fair review of the business

The group is a leading provider of enterprise-class, cloud-enabling hosting, managed applications and hosting services.

The group works in many markets, focusing across a number of sectors, including financial services, retail, healthcare and pharmaceuticals, manufacturing and distribution, publishing, media services and software.

The group provides IT support across a highly resilient platform within its data centres and network infrastructure, supported by highly trained staff providing 24/7 support for the mission critical IT and e-commerce sectors.

Investments in technology continued as planned with just under £1.0m being spent across the year.

A steady management of cash reserves, which rose from £2.9m to £3.1m, overall net assets decreased to £2.0m as a result of debtors of £8.5m falling from £11.4m. Liabilities fell from £13.9m to £11.1m largely due to an decrease in intragroup liabilities.

The group has a seen a fall in turnover by 7.5% (2018 - 10.3%) to £23.8m (2018 - £25.7m). Gross profit increased by 1.7% (2018 - an increase of 1.7%) to £15.3m (2018 - £15.0m) producing a higher margin compared to last year. The uncertainty surrounding Brexit has resulted in lower growth than had been expected.

A pre-tax loss of £2.0m arose in the year, a reduction compared to the previous year of £2.7m.

The decrease in turnover was as a result of a lost customer half way through the year, however this resulted in a higher decrease in costs, which helped increase the gross margin compared to last year.

During the year, we have continued to invest heavily in security and compliance by maintaining certification in ISO 27001, fully complying with GDPR and setting our internal standards for delegation of authority.

It is the group's policy to use certain Key Performance Indicators to assess, plan and fulfill objectives. These KPIs include, but are not exclusive to, revenue growth by quarter and by year, strong and positive EBITDA, and positive net income by the end of 2020. Other non-financial goals are also set for data centre usage performance, risk assessment policies and personnel performance goals.

On 9 September 2019, Remote DBA Experts, LLC, trading as RDX, acquired the share capital of Navisite LLC, the intermediate parent, from Charter Communications Operations LLC.

The continual development of technical platforms and tight and reviewed cost controlling efforts within the group, continues to strengthen the finances and we are anticipating that we will achieve a pre tax profit in 2020 of around £3.5m.

 

Interliant UK Holdings Limited

Strategic Report for the Year Ended 31 December 2019

Principal risks and uncertainties

The directors have considered the principal risks that the group faces and have addressed them as follows:

Outage risk
The principal risks facing the group include data centre outage and risk of terrorist attacks due to highly sensitive information being stored. These risks are well mitigated through client systems located in multiple, geographically diverse and highly secure buildings. The group also employs highly trained staff to ensure that the high technology equipment is kept up to date and products continue to be relevant to the target market sectors.

Currency risk
With the volatility of foreign exchange markets, it has been the group's policy to currency match whenever possible which has been a successful process.

Political risk
On 23 June 2016 the UK electorate voted to discontinue its membership of the EU. Until further clarity is known regarding the final terms in which the UK will exit, the directors are not able to assess the impact on the group or what impact the wider regulatory and legal consequences of the UK leaving the EU would be on the group. While the majority of the group’s customer base is in the UK, the group will continue to monitor the impact this could have on its customers, who may trade with EU member states.

Credit risk
The group has sufficiently mitigated credit risk by performing credit checks on all customers that are taken on by the group.

Liquidity risk
The group controls and monitors its liquidity risk by maintaining high levels of cash reserves and currently operates at a liquidity ratio of 1.28 (2018 - 1.22).

Market and coronavirus "Covid-19" pandemic

Following the outbreak of coronavirus "Covid-19" and the economic impact of the worldwide pandemic, the directors have reviewed and stress tested budgets and forecasts to assess the impact effect on the group.

Following a review of the group's performance to date in 2020, the directors do not believe that the group will suffer a decrease in revenue as a result of the coronavirus "Covid-19" pandemic. The group has not needed to rely on any Government schemes available to provide assistance during the current pandemic.

The coronavirus "Covid-19" pandemic has had an impact on the market in which the group operates. The directors have implemented measures like social distancing and other safe working practices to ensure the working environment is as safe as possible for business continuity. Combined with measures taken by the directors, this has ensured the group has sufficient working capital to operate for the foreseeable future and put it in a position to manage the impact on the market of Coronavirus "Covid-19" that will continue through the 2020 and 2021 financial years.
 

Outlook

The directors do not foresee any material changes in the principal activities and performance of the group due to the coronavirus "Covid-19" pandemic. By managing costs in line with revenue, the directors are confident the group can continue to trade for the foreseeable future.

 

Interliant UK Holdings Limited

Strategic Report for the Year Ended 31 December 2019

Approved by the Board on 24 December 2020 and signed on its behalf by:

.........................................
M Clayman
Director

 

Interliant UK Holdings Limited

Directors' Report for the Year Ended 31 December 2019

The directors present their report and the for the year ended 31 December 2019.

Directors of the group

The directors who held office during the year were as follows:

P A Lang (resigned 6 September 2019)

S Sabharwal (resigned 6 September 2019)

J Murphy (appointed 5 September 2019)

M Clayman (appointed 5 September 2019)

Future developments

The future plans of the group are to continue to expand upon our services offered, in particular cloud services along with professional services and focus on the mid-tier IT outsourcing market.

With the support of the ultimate parent company, Database Holdings Inc., the group is investing heavily in new platforms and infrastructure whilst controlling costs. We will see a continued increase in revenue growth.

Financial instruments

It is the group's policy to minimise the financial risks as much as possible and to that extent we base our forward-looking plans upon a cautious quarterly and annual forecasting of revenues and cash flows to highlight risks and solve prospective uncertainties. It is each entities goal within the corporate structure to be financially independent and to gear its decision making accordingly. However, corporate management are tasked with accessing financial risk and to approve all pricing strategies and funding requirements as necessary.

Disclosure of information to the auditor

Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Reappointment of auditors

The auditors Milsted Langdon LLP are deemed to be reappointed under section 487(2) of the Companies Act 2006.

Approved by the Board on 24 December 2020 and signed on its behalf by:

.........................................
M Clayman
Director

 

Interliant UK Holdings Limited

Statement of Directors' Responsibilities

The directors acknowledge their responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

select suitable accounting policies and 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; and

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

Interliant UK Holdings Limited

Independent Auditor's Report to the Members of Interliant UK Holdings Limited

Opinion

We have audited the financial statements of Interliant UK Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2019, which comprise the Consolidated Profit and Loss Account, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2019 and of the group's loss for the year then ended;

have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 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 UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where:

the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or

the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the group’s or the parent company’s ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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.

 

Interliant UK Holdings Limited

Independent Auditor's Report to the Members of Interliant UK Holdings Limited

We have nothing to report in this regard.

Opinion on other matter prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of our 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 Strategic Report and the Directors' Report.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

the parent company financial statements are not in agreement with the accounting records and returns; or

certain disclosures of directors’ remuneration specified by law are not made; or

we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page 6, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group’s and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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.

 

Interliant UK Holdings Limited

Independent Auditor's Report to the Members of Interliant UK Holdings Limited

Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in 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.

......................................
Andrew J Jordan (Senior Statutory Auditor)
For and on behalf of Milsted Langdon LLP, Statutory Auditor

Freshford House
Redcliffe Way
Bristol
BS1 6NL

24 December 2020

 

Interliant UK Holdings Limited

Consolidated Profit and Loss Account for the Year Ended 31 December 2019

Note

2019
£

2018
£

Turnover

3

23,844,379

25,784,391

Cost of sales

 

(8,544,356)

(10,741,602)

Gross profit

 

15,300,023

15,042,789

Administrative expenses

 

(17,291,534)

(17,747,300)

Operating loss

5

(1,991,511)

(2,704,511)

Other interest receivable and similar income

6

102

-

Loss before tax

 

(1,991,409)

(2,704,511)

Tax on loss

9

-

-

Loss for the financial year

 

(1,991,409)

(2,704,511)

Profit/(loss) attributable to:

 

Owners of the company

 

(1,991,409)

(2,704,511)

The above results are derived from continuing operations. The group has not recognised gains or losses for this or the preceding year other than the results above. Accordingly a Statement of Other Comprehensive Income is not presented.

 

Interliant UK Holdings Limited

(Registration number: 02846821)
Consolidated Balance Sheet as at 31 December 2019

Note

2019
£

2018
£

Fixed assets

 

Intangible assets

10

10,932

90,554

Tangible assets

11

1,519,402

2,237,201

 

1,530,334

2,327,755

Current assets

 

Debtors

13

8,522,888

11,050,075

Cash at bank and in hand

14

3,074,213

2,860,951

 

11,597,101

13,911,026

Creditors: Amounts falling due within one year

15

(9,028,792)

(11,443,625)

Net current assets

 

2,568,309

2,467,401

Total assets less current liabilities

 

4,098,643

4,795,156

Creditors: Amounts falling due after more than one year

15

(2,120,481)

(2,471,257)

Net assets

 

1,978,162

2,323,899

Capital and reserves

 

Called up share capital

17

1,033

1,033

Share premium reserve

18

150,611

150,611

Other reserves

18

29,754,277

28,108,605

Profit and loss account

18

(27,927,759)

(25,936,350)

Equity attributable to owners of the company

 

1,978,162

2,323,899

Total equity

 

1,978,162

2,323,899

Approved and authorised by the Board on 24 December 2020 and signed on its behalf by:
 

.........................................

M Clayman
Director

 

Interliant UK Holdings Limited

(Registration number: 02846821)
Balance Sheet as at 31 December 2019

Note

2019
£

2018
£

Creditors: Amounts falling due within one year

15

(1,000)

(1,000)

Capital and reserves

 

Called up share capital

17

1,033

1,033

Share premium reserve

18

150,611

150,611

Profit and loss account

18

(152,644)

(152,644)

Total equity

 

(1,000)

(1,000)

The company made a loss after tax for the financial year of £- (2018 - loss of £-).

Approved and authorised by the Board on 24 December 2020 and signed on its behalf by:
 

.........................................

M Clayman
Director

 

Interliant UK Holdings Limited

Consolidated Statement of Changes in Equity for the Year Ended 31 December 2019
Equity attributable to the parent company

Share capital
£

Share premium
£

Other reserves
£

Profit and loss account
£

Total
£

Total equity
£

At 1 January 2019

1,033

150,611

28,108,605

(25,936,350)

2,323,899

2,323,899

Loss for the year

-

-

-

(1,991,409)

(1,991,409)

(1,991,409)

Other comprehensive income

-

-

1,645,672

-

1,645,672

1,645,672

Total comprehensive income

-

-

1,645,672

(1,991,409)

(345,737)

(345,737)

At 31 December 2019

1,033

150,611

29,754,277

(27,927,759)

1,978,162

1,978,162


 

Share capital
£

Share premium
£

Other reserves
£

Profit and loss account
£

Total
£

Total equity
£

At 1 January 2018

1,033

150,611

23,427,074

(23,231,839)

346,879

346,879

Loss for the year

-

-

-

(2,704,511)

(2,704,511)

(2,704,511)

Other comprehensive income

-

-

4,681,531

-

4,681,531

4,681,531

Total comprehensive income

-

-

4,681,531

(2,704,511)

1,977,020

1,977,020

At 31 December 2018

1,033

150,611

28,108,605

(25,936,350)

2,323,899

2,323,899

 

Interliant UK Holdings Limited

Statement of Changes in Equity for the Year Ended 31 December 2019

Share capital
£

Share premium
£

Profit and loss account
£

Total
£

At 1 January 2019

1,033

150,611

(152,644)

(1,000)

At 31 December 2019

1,033

150,611

(152,644)

(1,000)


 

Share capital
£

Share premium
£

Profit and loss account
£

Total
£

At 1 January 2018

1,033

150,611

(152,644)

(1,000)

At 31 December 2018

1,033

150,611

(152,644)

(1,000)

 

Interliant UK Holdings Limited

Consolidated Statement of Cash Flows for the Year Ended 31 December 2019

Note

2019
£

2018
£

Cash flows from operating activities

Loss for the year

 

(1,991,409)

(2,704,511)

Adjustments to cash flows from non-cash items

 

Depreciation and amortisation

5

1,750,302

2,634,243

Profit on disposal of tangible assets

4

(9,644)

(6,667)

Finance income

6

(102)

-

Foreign exchange (gains) / losses

 

246,073

79,131

 

(4,780)

2,196

Working capital adjustments

 

Decrease/(increase) in trade debtors

13

2,527,187

(4,428,465)

(Decrease)/increase in trade creditors

15

(2,765,609)

1,436,540

Net cash flow from operating activities

 

(243,202)

(2,989,729)

Cash flows from investing activities

 

Interest received

(245,971)

(79,131)

Acquisitions of tangible assets

(955,635)

(350,604)

Proceeds from sale of tangible assets

 

12,398

280,300

Net cash flows from investing activities

 

(1,189,208)

(149,435)

Cash flows from financing activities

 

Proceeds from capital injections

 

1,645,672

4,681,531

Net increase in cash and cash equivalents

 

213,262

1,542,367

Cash and cash equivalents at 1 January

 

2,860,951

1,318,584

Cash and cash equivalents at 31 December

 

3,074,213

2,860,951

The company is a qualifying entity for the purposes of FRS102 and has elected to take exemption under FRS102, paragraph 1.12(b) not to present the company statement of cash flows.

 

Interliant UK Holdings Limited

Notes to the Financial Statements for the Year Ended 31 December 2019

1

General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
Business Control Limited
Red Lion Yard
Frome Road
Bath
BA2 2PP

These financial statements were authorised for issue by the Board on 24 December 2020.

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

The financial statements are prepared in sterling, which is the functional currency of the company, and rounded to the nearest £.

Basis of consolidation

The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 December 2019.

 

Interliant UK Holdings Limited

Notes to the Financial Statements for the Year Ended 31 December 2019

A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.

The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.

Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.

Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.

Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.

 

Interliant UK Holdings Limited

Notes to the Financial Statements for the Year Ended 31 December 2019

Going concern

The group has reported a loss after tax of £1,991,409 (2018 - £2,704,511) and the balance sheet has net liabilities of £1,978,162 (2018 - £2,323,899). Contributions totalling £1,645,672 (2018 - £4,681,531) have been made by Charter Communications Inc, the former ultimate parent company, during the year to support the group.

Notwithstanding the losses made and the net liabilities position, on the basis of the directors' assessment of the group's financial position, the enquires made of the executive management of Navisite LLC and Database Holdings Inc., and their indication of continued support of the group for a period of at least 12 months from the date of approval of these financial statements. The directors have a reasonable expectation that the group will be able to continue in operational existence for the foreseeable future.

The growth of the Coronavirus COVID-19 pandemic across the world has had an inevitable impact on the group’s trading outlook.

Although COVID-19 is expected to have an impact on trading performance in the year ended 31 December 2020, the directors do not consider that this will significantly impact the group’s ability to continue as a going concern. Given the continued support of the shareholders and parent company, the directors have concluded that the group has adequate resources in place to continue trading for the foreseeable future, being twelve months from the date of approval of the financial statements.

Therefore, the going concern basis continues to be applied in the preparation of the consolidated financial statements.

Revenue recognition

The group recognises the revenue for application hosting contracts over the term of the contract, net of Value Added Tax. Expenditure, including initial set up costs, are also expended to the profit and loss account over the contract term.

The group recognises revenue when:
- the amount of revenue can be reliably measured;
- it is probable that future economic benefits will flow to the entity; and
- specific criteria have been met for each of the group's activities.

Finance income and costs policy

Interest income and expenses are recognised using the effective interest rate method.

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rate on the date when the fair value is re-measured.

Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Tax

The tax expense for the period comprises current tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

 

Interliant UK Holdings Limited

Notes to the Financial Statements for the Year Ended 31 December 2019

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.

Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the consolidated financial statements.

Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class

Depreciation method and rate

Fixtures, fittings & office equipment

20% straight line

Long leasehold improvements

20% straight line over the term of the lease

Computer hardware

33.33% straight line

Business combinations

Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.

Intangible assets

Intangible assets are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Asset class

Amortisation method and rate

Computer software

33.33% straight line

 

Interliant UK Holdings Limited

Notes to the Financial Statements for the Year Ended 31 December 2019

Investments

Interests in subsidiaries 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.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Debtors

Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the receivables.

Creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

 

Interliant UK Holdings Limited

Notes to the Financial Statements for the Year Ended 31 December 2019

Judgements and key sources of estimation uncertainty

In the application of the group's accounting policies, the directors are 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, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The group recognises deferred income on the basis of income billed in advance for future periods. The estimation and judgement that directors make in recognising deferred income are based on contracted amounts and any other factors that are considered to be relevant.

3

Revenue

The analysis of the group's revenue for the year from continuing operations is as follows:

2019
£

2018
£

Rendering of services

23,844,379

25,784,391

The analysis of the group's turnover for the year by market is as follows:

2019
£

2018
£

UK

23,654,254

22,391,924

Rest of world

190,125

3,392,467

23,844,379

25,784,391

4

Other gains and losses

The analysis of the group's other gains and losses for the year is as follows:

2019
£

2018
£

Gain on disposal of property, plant and equipment

9,644

6,667

5

Operating loss

Arrived at after charging/(crediting):

2019
£

2018
£

Depreciation expense

1,670,680

2,488,609

Amortisation expense

79,622

145,634

Foreign exchange losses

246,073

79,131

Operating lease expense - property

7,567,028

9,515,828

Profit on disposal of property, plant and equipment

(9,644)

(6,667)

 

Interliant UK Holdings Limited

Notes to the Financial Statements for the Year Ended 31 December 2019

6

Other interest receivable and similar income

2019
£

2018
£

Other finance income

102

-

7

Staff costs

The aggregate payroll costs (including directors' remuneration) were as follows:

2019
£

2018
£

Wages and salaries

5,155,888

5,423,784

Social security costs

478,432

588,861

Pension costs, defined contribution scheme

179,594

123,517

5,813,914

6,136,162

The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:

2019
No.

2018
No.

Sales

49

55

49

55

The directors received no remuneration from the company during the year (2018 - £Nil) and no pension contributions were paid on behalf of the directors during the year (2018 - £Nil). Directors' remuneration was borne by Navisite LLC, a fellow group company.

8

Auditors' remuneration

2019
£

2018
£

Audit of the parent financial statements and consolidation

2,000

2,000

Audit of the financial statements of subsidiaries of the company pursuant to legislation

12,191

12,285

14,191

14,285

Other fees to auditors

Taxation compliance services

3,000

3,000

All other non-audit services

4,500

4,500

7,500

7,500


 

 

Interliant UK Holdings Limited

Notes to the Financial Statements for the Year Ended 31 December 2019

9

Taxation

Tax charged/(credited) in the profit and loss account:

2019
£

2018
£

Current taxation

UK corporation tax

-

-

-

-

The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2018 - the same as the standard rate of corporation tax in the UK) of 19% (2018 - 19%).

The differences are reconciled below:

2019
£

2018
£

Loss before tax

(1,991,409)

(2,704,511)

Corporation tax at standard rate

(378,368)

(513,857)

Effect of expense not deductible in determining taxable profit (tax loss)

(11,033)

(92,275)

Deferred tax expense from unrecognised tax loss or credit

389,401

617,559

Tax decrease from effect of capital allowances and depreciation

-

(11,427)

Total tax charge/(credit)

-

-

The group has estimated tax losses of £15,434,524 (2018 - £11,903,655) available to carry forward against future trading profits. There is an unprovided deferred tax asset of £4,394,902 (2018 - £4,046,819). The asset has not been recognised due to uncertainty regarding the timing of future profits.

The standard rate of corporation tax in the UK was due to reduce from 19% to 17% from 1 April 2020. However, the change to the main UK corporation tax rate, announced in the Budget on 11 March 2020, was substantively enacted for UK GAAP purposes on 17 March 2020. The rate applicable from 1 April 2020 now remains at 19%, rather than the previously enacted reduction to 17%.

 

Interliant UK Holdings Limited

Notes to the Financial Statements for the Year Ended 31 December 2019

10

Intangible assets

Group

Computer software
 £

Total
£

Cost or valuation

At 1 January 2019

1,386,974

1,386,974

At 31 December 2019

1,386,974

1,386,974

Amortisation

At 1 January 2019

1,296,420

1,296,420

Amortisation charge

79,622

79,622

At 31 December 2019

1,376,042

1,376,042

Carrying amount

At 31 December 2019

10,932

10,932

At 31 December 2018

90,554

90,554

 

Interliant UK Holdings Limited

Notes to the Financial Statements for the Year Ended 31 December 2019

11

Tangible assets

Group

Fixtures, fittings & office equipment
 £

Long leasehold improvements
 £

Computer hardware
£

Total
£

Cost or valuation

At 1 January 2019

96,866

1,152,782

20,001,885

21,251,533

Additions

15,206

36,563

903,866

955,635

Disposals

(11,990)

-

(2,061)

(14,051)

At 31 December 2019

100,082

1,189,345

20,903,690

22,193,117

Depreciation

At 1 January 2019

77,691

887,624

18,049,017

19,014,332

Charge for the year

10,191

138,481

1,522,008

1,670,680

Eliminated on disposal

(9,236)

-

(2,061)

(11,297)

At 31 December 2019

78,646

1,026,105

19,568,964

20,673,715

Carrying amount

At 31 December 2019

21,436

163,240

1,334,726

1,519,402

At 31 December 2018

19,175

265,158

1,952,868

2,237,201

 

Interliant UK Holdings Limited

Notes to the Financial Statements for the Year Ended 31 December 2019

12

Investments

Company

Subsidiaries

Share in group undertakings
£

Cost or valuation

At 1 January 2019

125,701

At 31 December 2019

125,701

Impairment

At 1 January 2019

125,701

At 31 December 2019

125,701

Carrying amount

At 31 December 2019

-

Details of undertakings

Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

     

2019

2018

Subsidiary undertakings

Navisite Europe Limited

Business Control Ltd
Red Lion Yard
Frome Road
Bath
BA2 2PP

England

Ordinary shares

100%

100%

Subsidiary undertakings

Navisite Europe Limited

The loss for the financial period was £1,991,409 and the aggregate amount of capital and reserves at the end of the period was £(1,979,162).

 

Interliant UK Holdings Limited

Notes to the Financial Statements for the Year Ended 31 December 2019

13

Debtors

 

Group

Company

2019
£

2018
£

2019
£

2018
£

Trade debtors

5,086,897

5,635,751

-

-

Other debtors

1,438,160

1,609,784

-

-

Prepayments

1,997,831

3,804,540

-

-

8,522,888

11,050,075

-

-

Details of non-current trade and other debtors

Group

£1,121 (2018 - £14,530) of prepayments and accrued income is classified as non current.

14

Cash and cash equivalents

 

Group

Company

2019
£

2018
£

2019
£

2018
£

Cash at bank

3,074,213

2,860,951

-

-

15

Creditors

   

Group

Company

Note

2019
£

2018
£

2019
£

2018
£

Due within one year

 

Trade creditors

 

2,184,164

3,127,667

-

-

Amounts due to related parties

21

2,043,992

4,946,216

-

-

Social security and other taxes

 

375,319

190,847

-

-

Outstanding defined contribution pension costs

 

-

12,843

-

-

Other creditors

 

1,148,469

1,000

1,000

1,000

Accruals

 

3,276,848

3,165,052

-

-

 

9,028,792

11,443,625

1,000

1,000

Due after one year

 

Accruals and deferred income

 

2,120,481

2,471,257

-

-

 

Interliant UK Holdings Limited

Notes to the Financial Statements for the Year Ended 31 December 2019

16

Pension and other schemes

Defined contribution pension scheme

The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £179,594 (2018 - £123,517).

Contributions totalling £Nil (2018 - £12,843) were payable to the scheme at the end of the year and are included in creditors.

17

Share capital

Allotted, called up and fully paid shares

 

2019

2018

 

No.

£

No.

£

Ordinary shares of £1 each

1,033

1,033

1,033

1,033

         

Rights, preferences and restrictions

Ordinary shares have the following rights, preferences and restrictions:
The shares are non-redeemable and rank equaly in terms of voting rights, rights to participate in all approved dividend distributions and rights to participate in any capital distribution on winding up. Each share is entitled to one vote.

18

Reserves

Group and company

Share capital

Reflects the nominal value of share capital issued by the group.

Share premium

Consideration received for shares issued above their nominal value net of transaction costs.

Capital contribution reserve

The capital contribution reserve represents cash injections from other group companies. Contributions in the year totalled £1.6m (2018 - £4.6m).

Profit and loss account

Cumulative profit and loss net of distributions to owners.

 

Interliant UK Holdings Limited

Notes to the Financial Statements for the Year Ended 31 December 2019

19

Obligations under leases and hire purchase contracts

Group

Operating leases

The total of future minimum lease payments is as follows:

2019
£

2018
£

Not later than one year

5,476,392

7,259,053

Later than one year and not later than five years

13,091,189

14,275,382

Later than five years

2,476,706

4,325,718

21,044,287

25,860,153

The amount of non-cancellable operating lease payments recognised as an expense during the year was £7,567,028 (2018 - £9,515,828).

20

Analysis of changes in net debt

Group

At 1 January 2019
£

Financing cash flows
£

Foreign exchange movements
£

At 31 December 2019
£

Cash and cash equivalents

Cash

2,860,951

459,335

(246,073)

3,074,213

 

2,860,951

459,335

(246,073)

3,074,213

21

Related party transactions

Group

Summary of transactions with other related parties

The group has taken advantage of the exemptions in Financial Reporting Standard 102 Section 33 and has not disclosed transactions between wholly owned members of the same group.
 

22

Financial instruments

Group and company

Categorisation of financial instruments

2019
 £

2018
 £

Financial assets measured at amortised cost

6,968,478

7,803,571

Financial liabilities measured at amortised cost

(14,486,529)

(15,359,805)

 

Interliant UK Holdings Limited

Notes to the Financial Statements for the Year Ended 31 December 2019

23

Parent and ultimate parent undertaking

The company's immediate parent is Navisite, LLC, incorporated in the United States of America.

 The ultimate parent is Database Holdings Inc., incorporated in the United States of America.

 The most senior parent entity producing publicly available financial statements is Remote DBA Experts, LLC. These financial statements are available upon request from Remote DBA Experts, LLC, 2000 Ericsson Drive, Warrendale, PA 15086, USA.

 The ultimate controlling party is Remote DBA Experts, LLC.

24

Non adjusting events after the financial period

The effects of the worldwide Covid-19 pandemic began impacting in the United Kingdom from March 2020. This has resulted in a significant shut-down of both social and economic activity across the globe.

This is an unprecedent global event and it is impossible to determine what the likely future impact will be on the group, the local and national economy or indeed, the wider global economy. The crisis gives rise to uncertainty in relation to future activity.

This may impact on future company activities, but no adjustment is required in respect of the group's results to 31 December 2019.