Caseware UK (AP4) 2021.0.152 2021.0.152 2021-12-312021-12-31false22021-01-01No description of principal activity4truetrueThe members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006. 11279395 2021-01-01 2021-12-31 11279395 2020-01-01 2020-12-31 11279395 2021-12-31 11279395 2020-12-31 11279395 2020-01-01 11279395 2 2021-01-01 2021-12-31 11279395 2 2020-01-01 2020-12-31 11279395 1 2021-01-01 2021-12-31 11279395 e:Director1 2021-01-01 2021-12-31 11279395 d:ComputerEquipment 2021-01-01 2021-12-31 11279395 d:ComputerEquipment 2021-12-31 11279395 d:ComputerEquipment 2020-12-31 11279395 d:ComputerEquipment d:OwnedOrFreeholdAssets 2021-01-01 2021-12-31 11279395 d:CurrentFinancialInstruments 2021-12-31 11279395 d:CurrentFinancialInstruments 2020-12-31 11279395 d:CurrentFinancialInstruments d:WithinOneYear 2021-12-31 11279395 d:CurrentFinancialInstruments d:WithinOneYear 2020-12-31 11279395 d:ShareCapital 2021-12-31 11279395 d:ShareCapital 2020-12-31 11279395 d:ShareCapital 2020-01-01 11279395 d:OtherMiscellaneousReserve 2021-12-31 11279395 d:OtherMiscellaneousReserve 2 2021-01-01 2021-12-31 11279395 d:OtherMiscellaneousReserve 2020-12-31 11279395 d:OtherMiscellaneousReserve 2020-01-01 11279395 d:OtherMiscellaneousReserve 2 2020-01-01 2020-12-31 11279395 d:RetainedEarningsAccumulatedLosses 2021-01-01 2021-12-31 11279395 d:RetainedEarningsAccumulatedLosses 2021-12-31 11279395 d:RetainedEarningsAccumulatedLosses 2 2021-01-01 2021-12-31 11279395 d:RetainedEarningsAccumulatedLosses 2020-01-01 2020-12-31 11279395 d:RetainedEarningsAccumulatedLosses 2020-12-31 11279395 d:RetainedEarningsAccumulatedLosses 2020-01-01 11279395 d:RetainedEarningsAccumulatedLosses 2 2020-01-01 2020-12-31 11279395 e:FRS102 2021-01-01 2021-12-31 11279395 e:Audited 2021-01-01 2021-12-31 11279395 e:FullAccounts 2021-01-01 2021-12-31 11279395 e:PrivateLimitedCompanyLtd 2021-01-01 2021-12-31 11279395 e:SmallCompaniesRegimeForAccounts 2021-01-01 2021-12-31 iso4217:GBP xbrli:pure

Registered number: 11279395










BITGO EUROPE LTD










DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2021


 
BITGO EUROPE LTD
 


CONTENTS



Page
Balance Sheet
 
1 - 2
Statement of Changes in Equity
 
3
Notes to the Financial Statements
 
4 - 10



 
BITGO EUROPE LTD
REGISTERED NUMBER:11279395


BALANCE SHEET
AS AT 31 DECEMBER 2021

2021
2020
Note
£
£

Fixed assets
  

Tangible assets
 4 
2,487
-

  
2,487
-

Current assets
  

Debtors: amounts falling due within one year
 5 
453,207
1,628,334

Bank and cash balances
  
96,886
170,925

  
550,093
1,799,259

Creditors: amounts falling due within one year
 6 
(419,075)
(1,726,692)

Net current assets
  
 
 
131,018
 
 
72,567

Total assets less current liabilities
  
133,505
72,567

  

Net assets
  
133,505
72,567

Page 1


 
BITGO EUROPE LTD
REGISTERED NUMBER:11279395

    
BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2021

2021
2020
Note
£
£

Capital and reserves
  

Called up share capital 
  
1
1

Capital contribution reserve
 7 
7,456
6,185

Profit and loss account
  
126,048
66,381

  
133,505
72,567


The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 



M A Belshe
Director

Date: 23 August 2022

The notes on pages 4 to 10 form part of these financial statements.

Page 2


 
BITGO EUROPE LTD
 


STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2021


Called up share capital
Capital contribution reserve
Profit and loss account
Total equity

£
£
£
£


At 1 January 2020
1
5,524
42,351
47,876


Comprehensive income for the year

Profit for the year
-
-
24,030
24,030

Share based payment expense (Note 7)
-
661
-
661



At 1 January 2021
1
6,185
66,381
72,567


Comprehensive income for the year

Profit for the year
-
-
59,667
59,667

Share based payment expense (Note 7)
-
1,271
-
1,271


At 31 December 2021
1
7,456
126,048
133,505


Page 3


 
BITGO EUROPE LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

1.Accounting policies

 
1.1

Basis of preparation of financial statements

BitGo Europe Ltd is a private company limited by shares and incorporated in England and Wales.

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The following principal accounting policies have been applied:

 
1.2

Going concern

The Company is in a net asset position of £133,505 primarily supported by amounts owed by group undertakings. Despite this position, due to the Company’s business model being solely a transfer pricing arrangement with the parent company, BitGo Inc., it is reliant upon the continued support of that company in order to remain a going concern.
The Company has received written confirmation from BitGo Inc. that it will continue to provide financial support to the Company for a period of at least 12 months from the date of signing these financial statements. 
Furthermore, the director has considered the ability of BitGo Inc., and its ultimate parent company BitGo Holdings Inc., to continue providing financial support in accordance with the intercompany services agreement. This assessment is based on the cash flow forecasts and assets of the group headed by BitGo Holdings Inc. For this reason, the directors continue to adopt the going concern basis in preparing the financial statements.

 
1.3

Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before turnover is recognised:

Rendering of services

Turnover is recognised on a cost plus 6% basis, in line with the intercompany service agreement with the parent company. Intercompany turnover is recognised when all of the following conditions are satisfied:
the amount of turnover can be measured reliably;
it is probable that the Company will receive the consideration due under the intercompany service agreement; and
the costs incurred under the intercompany service agreement can be measured reliably.

Page 4


 
BITGO EUROPE LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

1.Accounting policies (continued)

 
1.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.

 
1.5

Taxation

Tax is recognised in the Statement of Comprehensive Income, except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

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

 
1.6

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.

 
1.7

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Page 5


 
BITGO EUROPE LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

1.Accounting policies (continued)


1.7
Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Computer equipment
-
3 years

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
1.8

Debtors

Short term debtors are measured at transaction price, less any impairment. Amounts owed by group undertakings are intercompany loans measured at cost. No interest is charged on the loans, which are repayable on demand.

 
1.9

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash held on deposit by service providers is included within bank and cash balances, as these amounts are highly liquid and repayable without penalty on notice of not more than 24 hours.

 
1.10

Creditors

Short term creditors are measured at the transaction price. Amounts owed to group undertakings are intercompany loans measured at cost. No interest is charged on the loans, which are repayable on demand.

Page 6


 
BITGO EUROPE LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

1.Accounting policies (continued)

 
1.11

Share based payments

Share options as part of the share option plan of BitGo Holdings Inc., are awarded to employees, the fair value of the options at the date of grant is charged to the Statement of Comprehensive Income over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each Balance Sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).
The Company uses the Black-Scholes-Merton (“Black-Scholes”) option pricing model to determine the fair value of share based payments. The Black-Scholes option pricing model requires the use of highly subjective and complex assumptions, which determine the fair value of share based payment awards, including the option’s expected term and the price volatility of the underlying stock. Management do not consider share based payments to be material to these financial statements and as a result, there is no significant estimation which would cause material misstatement.
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to Statement of Comprehensive Income over the remaining vesting period. Where a decrease in the fair value of the options occurs following a modification, the options continue to vest as if the modification had not occured.


2.


Auditors' information

The auditors' report on the financial statements for the year ended 31 December 2021 was unqualified.

The audit report was signed on 31 August 2022 by Nick Whitehead FCCA (Senior Statutory Auditor) on behalf of ZEDRA Corporate Reporting Services (UK) Limited.


3.


Employees

The average monthly number of employees during the year was 4 (2020 - 2).

Page 7


 
BITGO EUROPE LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

4.


Tangible fixed assets





Computer equipment

£



Cost or valuation


Additions
2,558



At 31 December 2021

2,558



Depreciation


Charge for the year on owned assets
71



At 31 December 2021

71



Net book value



At 31 December 2021
2,487



At 31 December 2020
-

Page 8


 
BITGO EUROPE LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

5.


Debtors

2021
2020
£
£


Amounts owed by group undertakings
452,381
34,124

Prepayments and accrued income
826
1,594,210

453,207
1,628,334


The Company had not previously invoiced for its revenue and as a result, there was a significant balance of £1,593,591 included in accrued income at 31 December 2020. During the year, the Company invoiced its revenue to the parent company creating a legally enforecable right to offset this against amounts owed to group undertakings, the result being that there is a single balance due from the parent company at the year end.


6.


Creditors: Amounts falling due within one year

2021
2020
£
£

Trade creditors
39,437
6,206

Amounts owed to group undertakings
-
1,556,676

Corporation tax
10,287
5,897

Other taxation and social security
239,005
135,830

Accruals and deferred income
130,346
22,083

419,075
1,726,692



7.


Capital contribution reserve

Certain employees of the Company along with other group employees have been granted options over the shares in the Company's parent. The options are granted at an independently determined fair value and 25% of the options are exercisable one year after the date of grant, vesting continues monthly thereafter for a further three years. 
An expense equivalent to the fair value of the share options granted is recognised evenly over the vesting
period with a corresponding amount being recognised in the capital contribution reserve.


8.


Controlling party

BitGo Holdings Inc. is the parent of the smallest group for which consolidated financial statements are drawn up of which the Company is a member. The registered office of the parent company is 2443 Ash Street, Palo Alto, California, United States, 94304. 

Page 9


 
BITGO EUROPE LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021

9.


Post balance sheet events

There were no adjusting or non-adjusting events occurring between the end of the reporting period and the date these financial statements were approved.

 
Page 10