Citymapper Limited
Annual Report and Financial Statements
For the year ended 31 December 2022
Company Registration No. 07370388 (England and Wales)
Citymapper Limited
Company Information
Directors
P R A Athukorala
(Appointed 15 March 2023)
A J Lavoie
(Appointed 15 March 2023)
C W Snyder
(Appointed 15 March 2023)
S A Wicker
(Appointed 15 March 2023)
Company number
07370388
Registered office
6th Floor
9 Appold Street
London
EC2A 2AP
Auditor
Moore Kingston Smith LLP
6th Floor
9 Appold Street
London
EC2A 2AP
Citymapper Limited
Contents
Page
Strategic report
1
Directors' report
2 - 3
Directors' responsibilities statement
4
Independent auditor's report
5 - 8
Statement of comprehensive income
9
Balance sheet
10
Statement of changes in equity
11
Statement of cash flows
12
Notes to the financial statements
13 - 24
Citymapper Limited
Strategic Report
For the year ended 31 December 2022
Page 1
The directors present the strategic report for the year ended 31 December 2022.
Business review
During the year, Citymapper continued on its mission to make cities usable, through the development of its consumer journey planning app, its global data factory, and its routing algorithms.
The Company expanded its scope of revenue generating activities through the introduction of in-app advertising in 2022 to further monetise its millions of active users. The Company further invested in its enterprise offering, licensing its technology to cities, transport operators and businesses through SDKs (Software Development Kits) and APIs (Application Programming Interfaces).
During the year the Company generated revenue through in-app advertising, the sale of premium in-app subscriptions, affiliate partnerships and its enterprise offering.
Key performance indicators
Turnover for the year was £11.9m (2021: £5.1m) with the increase compared to 2021 primarily as a result of higher sales from its transport charges subscription service and other in-app subscriptions, as well as the introduction of in-app advertising and an increase in enterprise revenues. The Company introduced in-app advertising on a limited scale in July 2022 to further monetise the app, which contributed £0.4m of revenue for the year ended 31 December 2022. The Company's loss for the year was £6.9m (2021: loss £7.4m) with the decrease compared to 2021 principally driven by higher contributions from its revenue streams.
In 2022, app usage and engagement continued to increase organically, reaching new all-time highs in usage and engagement.
Principal risks and uncertainties
The directors assess risks and uncertainties facing the business on an ongoing basis. The principal risks and uncertainties affecting the Company are considered to be:
Cash Flow risk
The Company has sufficient cash balances and access to capital to cover its foreseeable needs and manages this risk through a detailed budgeting and forecasting process.
Commercial risk
The success of the business is dependent on the further monetisation of app users and the development, conversion, and retention of its enterprise customer pipeline, to make the business cash flow positive and profitable.
International Expansion
The Company is exposed to a variety of risks related to its international expansion outside the United Kingdom including but not limited to foreign regulations, tax laws applicable to the different countries in which the Company operates and foreign currency exchange fluctuations.
P R A Athukorala
Director
5 September 2023
Citymapper Limited
Directors' Report
For the year ended 31 December 2022
Page 2
The directors present their annual report and accompanying financial statements for the year ended 31 December 2022.
Principal activities
Citymapper Limited provides transportation related software and services. It empowers transit riders with the ability to navigate the urban transport network through intuitive and beautifully designed mobile apps. It enables an exceptional journey planning experience that offers the most accurate and timely recommendations through its powerful technology and algorithms, which incorporate real-time public transit data taking into account information on disruptions and delays.
Future developments
The Company was acquired by Via Transportation, Inc. in March 2023. Via is the global leader in TransitTech; its software enables cities and agencies to improve their shared transportation networks, whilst lowering operating costs and increasing quality of service. Via’s software is used in over 500 communities in more than 35 countries around the world.
Citymapper and Via share the same mission of making shared transport more efficient, accessible and equitable. Through this acquisition, the Citymapper app will be integrated into Via’s TransitTech platform. The Citymapper app will continue to be available to its worldwide user base, and Via anticipates it will further expand Citymapper’s global reach.
Going concern
The financial statements have been prepared on a going concern basis.
In making their assessment of going concern, the Directors have considered the Company’s current and future prospects taking into consideration the current trading environment, in addition to resources it has access to from its parent, Via Transportation, Inc. After making suitable enquiries, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Via Transportation Inc. has confirmed through a letter of support that it will provide financial support to enable the Company to meet its liabilities as they fall due, for a period of at least one year from the date of signing of these financial statements.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
A Yusuf
(Resigned 15 March 2023)
B Liautaud
(Resigned 15 March 2023)
P Bezza
(Resigned 15 March 2023)
J Walder
(Resigned 21 July 2022)
P R A Athukorala
(Appointed 15 March 2023)
A J Lavoie
(Appointed 15 March 2023)
C W Snyder
(Appointed 15 March 2023)
S A Wicker
(Appointed 15 March 2023)
Citymapper Limited
Directors' Report (Continued)
For the year ended 31 December 2022
Page 3
Auditor
The auditor, Moore Kingston Smith LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
On behalf of the board
P R A Athukorala
Director
5 September 2023
Citymapper Limited
Directors' Responsibilities Statement
For the year ended 31 December 2022
Page 4
The directors are responsible 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 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 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.
Citymapper Limited
Independent Auditor's Report
To the Members of Citymapper Limited
Page 5
Opinion
We have audited the financial statements of Citymapper Limited (the 'company') for the year ended 31 December 2022 which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity, the Statement of Cash Flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 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 company's affairs as at 31 December 2022 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
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 company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The directors are 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.
Citymapper Limited
Independent Auditor's Report (Continued)
To the Members of Citymapper Limited
Page 6
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the 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 the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of 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 Directors' Responsibilities Statement, 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 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 company or to cease operations, or have no realistic alternative but to do so.
Citymapper Limited
Independent Auditor's Report (Continued)
To the Members of Citymapper Limited
Page 7
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.
As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
Citymapper Limited
Independent Auditor's Report (Continued)
To the Members of Citymapper Limited
Page 8
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
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 objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.
Our approach was as follows:
We obtained an understanding of the legal and regulatory requirements applicable to the company and considered that the most significant are the Companies Act 2006, UK financial reporting standards as issued by the Financial Reporting Council, and UK taxation legislation.
We obtained an understanding of how the company complies with these requirements by discussions with management and those charged with governance.
We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with governance.
We inquired of management and those charged with governance as to any known instances of non-compliance or suspected non-compliance with laws and regulations.
Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and those charged with governance and obtaining additional corroborative evidence as required.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
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.
Ryan Day
Senior Statutory Auditor
for and on behalf of Moore Kingston Smith LLP
6 September 2023
Chartered Accountants
Statutory Auditor
6th Floor
9 Appold Street
London
EC2A 2AP
Citymapper Limited
Statement of Comprehensive Income
For the year ended 31 December 2022
Page 9
2022
2021
£
£
Turnover
3
11,944,246
5,123,584
Cost of sales
(9,683,827)
(4,237,860)
Gross profit
2,260,419
885,724
Administrative expenses
(9,669,985)
(9,008,313)
Operating loss
(7,409,566)
(8,122,589)
Interest receivable and similar income
7
4,058
36
Interest payable and similar expenses
8
(171,661)
-
Loss before taxation
(7,577,169)
(8,122,553)
Taxation
9
700,962
686,880
Loss for the financial year
(6,876,207)
(7,435,673)
The Profit and Loss Account has been prepared on the basis that all operations are continuing operations.
Citymapper Limited
Balance Sheet
As at 31 December 2022
Page 10
2022
2021
Notes
£
£
£
£
Fixed assets
Tangible assets
10
38,080
61,786
Current assets
Debtors
11
1,539,010
1,189,408
Cash at bank and in hand
3,317,606
5,671,965
4,856,616
6,861,373
Creditors: amounts falling due within one year
12
(5,273,892)
(786,787)
Net current (liabilities)/assets
(417,276)
6,074,586
Total assets less current liabilities
(379,196)
6,136,372
Provisions for liabilities
13
(1,600)
(35,747)
Net (liabilities)/assets
(380,796)
6,100,625
Capital and reserves
Called up share capital
15
5
5
Share premium account
50,780,756
50,738,495
Other reserve
352,525
Profit and loss reserves
(51,514,082)
(44,637,875)
Total equity
(380,796)
6,100,625
The financial statements were approved by the board of directors and authorised for issue on 5 September 2023 and are signed on its behalf by:
P R A Athukorala
Director
Company Registration No. 07370388
Citymapper Limited
Statement of Changes in Equity
For the year ended 31 December 2022
Page 11
Share capital
Share premium account
Share based payment reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 January 2021
5
44,625,106
(37,202,202)
7,422,909
Year ended 31 December 2021:
Loss and total comprehensive income for the year
-
-
-
(7,435,673)
(7,435,673)
Issue of share capital
6,113,389
-
-
6,113,389
Balance at 31 December 2021
5
50,738,495
(44,637,875)
6,100,625
Year ended 31 December 2022:
Loss and total comprehensive income for the year
-
-
-
(6,876,207)
(6,876,207)
Issue of share capital
15
42,261
-
-
42,261
Issue of convertible loan
-
-
352,525
-
352,525
Balance at 31 December 2022
5
50,780,756
352,525
(51,514,082)
(380,796)
Citymapper Limited
Statement of Cash Flows
For the year ended 31 December 2022
Page 12
2022
2021
Notes
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
20
(7,410,497)
(8,021,147)
Income taxes refunded
686,880
888,890
Net cash outflow from operating activities
(6,723,617)
(7,132,257)
Investing activities
Purchase of tangible fixed assets
(27,061)
(67,795)
Interest received
4,058
36
Net cash used in investing activities
(23,003)
(67,759)
Financing activities
Proceeds from issue of shares
42,261
6,113,389
Issue of convertible loans
4,350,000
Net cash generated from financing activities
4,392,261
6,113,389
Net decrease in cash and cash equivalents
(2,354,359)
(1,086,627)
Cash and cash equivalents at beginning of year
5,671,965
6,758,592
Cash and cash equivalents at end of year
3,317,606
5,671,965
Citymapper Limited
Notes to the Financial Statements
For the year ended 31 December 2022
Page 13
1
Accounting policies
Company information
Citymapper Limited is a private company limited by shares domiciled and incorporated in England and Wales. The registered office is 6th Floor, 9 Appold Street, London, EC2A 2AP.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared on the historical cost convention. The principal accounting policies adopted are set out below.
1.2
Going concern
The financial statements have been prepared on a going concern basis based on all available information, including the current trading environment and the resources the Company has access to from its parent, Via Transportation, Inc. This included consideration of the fact that the Company made the decision to discontinue its transport charges subscription service effective from June 2023. The transport charges subscription service contributed revenues of £10.1m during the year (2021: £4.4m).true
Via Transportation Inc. has confirmed through a letter of support that it will provide financial support to enable the Company to meet its liabilities as they fall due, for a period of at least one year from the date of signing of these financial statements.
1.3
Turnover
Turnover represents amounts received and receivable for subscriptions, advertising fees, affiliate fees and transportation charges net of VAT and discounts.
1.4
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Fixtures, fittings & equipment
3 years straight line
Computer equipment
3 years straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.5
Cash and cash equivalents
Cash at bank and in hand are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts.
Citymapper Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2022
1
Accounting policies
(Continued)
Page 14
1.6
Financial instruments
Basic financial instruments are held at cost. The company has no other financial instruments or basic financial instruments measured at fair value.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
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
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
Citymapper Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2022
1
Accounting policies
(Continued)
Page 15
1.7
Compound instruments
The component parts of compound instruments issued by the company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity net of income tax effects and is not subsequently remeasured.
1.8
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognised in profit or loss immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.
1.9
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
Citymapper Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2022
1
Accounting policies
(Continued)
Page 16
1.10
Provisions
Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.
1.11
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.12
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.13
Share-based payments
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black-Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.
1.14
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
1.15
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
Citymapper Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2022
Page 17
2
Judgements and key sources of estimation uncertainty
In the application of the company’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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Significant accounting judgements and estimates include:
Share based payments
Equity settled share based payments are measured at fair value at the date of grant. The fair value determined at the grant date of the equity settled share based payments is expensed on a straight line basis over the vesting period.
The fair value is measured by use of the Black-Scholes option pricing model. The key assumptions to this model are a share price of £0.10 (2021: £0.10) and an exercise price of £0.11 (2021: £0.11).
Recognition of a research and development (R&D) tax credit
A tax credit in respect of qualifying R&D expenditure has been recognised in the financial statements. It is the directors judgement that the R&D expenditure forming part of the credit can be reliably measured and was incurred in the course of qualifying activities undertaken by the Company.
Depreciation
The annual depreciation charge is sensitive to changes in the estimated useful economic lives and residual values of the assets which are re-assessed annually. See note 10 for the carrying value of the assets and note 1.4 for the useful economic lives for each class of asset.
Citymapper Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2022
Page 18
3
Turnover and other revenue
An analysis of the company's turnover is as follows:
2022
2021
£
£
Turnover analysed by class of business
Services
11,944,246
5,123,584
2022
2021
£
£
Turnover analysed by geographical market
UK and Europe
11,627,376
5,016,121
Rest of World
316,870
107,463
11,944,246
5,123,584
4
Auditor's remuneration
2022
2021
Fees payable to the company's auditor and associates:
£
£
For audit services
27,500
22,000
For other services
Preparation of accounts and taxation compliance services
4,000
3,300
5
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2022
2021
Number
Number
Employees
64
65
Their aggregate remuneration comprised:
2022
2021
£
£
Wages and salaries
4,053,989
4,175,963
Social security costs
483,655
495,304
Pension costs
262,351
208,725
4,799,995
4,879,992
Citymapper Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2022
Page 19
6
Directors' remuneration
2022
2021
£
£
Remuneration for qualifying services
109,843
94,167
7
Interest receivable and similar income
2022
2021
£
£
Interest income
Interest on bank deposits
4,058
36
Investment income includes the following:
Interest on financial assets not measured at fair value through profit or loss
4,058
36
8
Interest payable and similar expenses
2022
2021
£
£
Other finance costs:
Other interest
171,661
9
Taxation
2022
2021
£
£
Current tax
UK corporation tax on profits for the current period
(700,962)
(686,880)
Citymapper Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2022
9
Taxation
(Continued)
Page 20
The actual credit for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
2022
2021
£
£
Loss before taxation
(7,577,169)
(8,122,553)
Expected tax credit based on the standard rate of corporation tax in the UK of 19.00% (2021: 19.00%)
(1,439,662)
(1,543,285)
Tax effect of expenses that are not deductible in determining taxable profit
80,481
60,683
Unutilised tax losses carried forward
963,315
1,122,860
Permanent capital allowances in excess of depreciation
(3,483)
(13,574)
Research and development tax credit
(301,613)
(295,554)
Share scheme deduction
(18,010)
Taxation credit for the year
(700,962)
(686,880)
There is no asset recognised for deferred tax because the company is loss making and the performance of the company in the future cannot be forecasted with any degree of certainty to facilitate its reversal.
Accumulated tax losses carried forward which can be offset against future profits are £41,986,492 (2021: £36,912,355) at the year end.
Citymapper Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2022
Page 21
10
Tangible fixed assets
Fixtures, fittings & equipment
Computer equipment
Total
£
£
£
Cost
At 1 January 2022
194,115
226,585
420,700
Additions
27,061
27,061
Disposals
(185,093)
(50,660)
(235,753)
At 31 December 2022
9,022
202,986
212,008
Depreciation and impairment
At 1 January 2022
193,726
165,188
358,914
Depreciation charged in the year
389
45,469
45,858
Eliminated in respect of disposals
(185,093)
(45,751)
(230,844)
At 31 December 2022
9,022
164,906
173,928
Carrying amount
At 31 December 2022
38,080
38,080
At 31 December 2021
389
61,397
61,786
11
Debtors
2022
2021
Amounts falling due within one year:
£
£
Trade debtors
130,302
38,061
Corporation tax recoverable
700,962
686,880
Other debtors
269,741
341,902
Prepayments and accrued income
438,005
122,565
1,539,010
1,189,408
12
Creditors: amounts falling due within one year
2022
2021
£
£
Convertible loans
4,169,136
Trade creditors
71,288
209,400
Other taxation and social security
112,699
136,959
Other creditors
33,377
27,621
Accruals and deferred income
887,392
412,807
5,273,892
786,787
Citymapper Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2022
Page 22
13
Provisions for liabilities
2022
2021
£
£
Dilapidations
1,600
35,747
Movements on provisions:
Dilapidations
£
At 1 January 2022
35,747
Additional provisions in the year
1,600
Utilisation of provision
(35,747)
At 31 December 2022
1,600
14
Retirement benefit schemes
2022
2021
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
262,351
208,725
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
Citymapper Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2022
Page 23
15
Share capital
2022
2021
£
£
Ordinary share capital
Issued and fully paid
27,105,815 (2021: 26,721,629) Ordinary shares of £0.0000001 each
2
2
10,096,000 (2021: 10,096,000) "A" Preferred shares of £0.0000001 each
1
1
16,977,025 (2021: 16,977,025) "B" Preferred shares of £0.0000001 each
1
1
9,240,000 (2021: 9,240,000) Seed shares of £0.0000001 each
1
1
5
5
The Ordinary shares of £0.0000001 each carry full voting rights and have full equity participation in the surplus on a sale, exit or asset sale, after payment of all other classes of shares below.
A & B preferred shares of £0.0000001 each and Seed shares of £0.0000001 each rank pari passu in all respects and carry voting rights, and are convertible to ordinary shares on a 1 for 1 basis at the request of the majority of the shareholders in the class of share.
During the year 318,096 (2021: 1,576,979) Ordinary shares were issued on the exercise of an option agreement for cash consideration of £42,261 (2021: £90,236).
During the year, investors had agreed to purchase nil (2021: 2,222,566) ordinary shares for consideration of £nil (£6,023,154)
16
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
2022
2021
£
£
Within one year
104,990
17
Events after the reporting date
In March 2023 the Company was acquired by Via Transportation, Inc. a global leader in TransitTech. In conjunction with the transaction the Company’s outstanding options were exercised and the Company’s convertible loans plus accrued interest were redeemed for cash.
Following a business review subsequent to the acquisition, the Company made the decision to discontinue its transport charges subscription service effective from June 2023.
On 15 March 2023, the total convertible loan notes (including accrued interest) of £4,351,471 were converted to B1 Preferred shares.
Citymapper Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2022
Page 24
18
Related party transactions
During the period, the company granted options over 3,771,641 shares (2021: 1,340,223 exercisable at £0.11 per ordinary share) and 491,625 shares exercisable at £0.042 per ordinary share, which expire 10 years from the date of grant. A further 318,096 allocated options were exercised and 1,947,817 allocated options were cancelled.
At the year end, options over a total of 9,512,841 (2021: 9,830,937) ordinary shares existed.
19
Ultimate controlling party
The company does not have an ultimate controlling party as at 31 December 2022.
In March 2023 the company was acquired by Via Transportation Inc., a company registered in the United States. They are the immediate and ultimate parent company.
20
Cash absorbed by operations
2022
2021
£
£
Loss for the year after tax
(6,876,207)
(7,435,673)
Adjustments for:
Taxation credited
(700,962)
(686,880)
Finance costs
171,661
Investment income
(4,058)
(36)
Loss on disposal of tangible fixed assets
4,909
-
Depreciation and impairment of tangible fixed assets
45,858
50,602
(Decrease)/increase in provisions
(34,147)
8,591
Movements in working capital:
Increase in debtors
(335,520)
(82,255)
Increase in creditors
317,969
124,504
Cash absorbed by operations
(7,410,497)
(8,021,147)
21
Analysis of changes in net funds/(debt)
1 January 2022
Cash flows
Other non-cash changes
31 December 2022
£
£
£
£
Cash at bank and in hand
5,671,965
(2,354,359)
-
3,317,606
Convertible loan notes
-
(4,350,000)
180,864
(4,169,136)
5,671,965
(6,704,359)
180,864
(851,530)
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