Registered number: 07611996 (England and Wales)
MATTERPORT (UK) SALES LTD
DIRECTORS' REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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MATTERPORT (UK) SALES LTD
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COMPANY INFORMATION
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ZEDRA Corporate Reporting Services (UK) Limited
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MATTERPORT (UK) SALES LTD
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CONTENTS
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Statement of Changes in Equity
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Notes to the Financial Statements
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MATTERPORT (UK) SALES LTD
REGISTERED NUMBER:07611996
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BALANCE SHEET
AS AT 31 DECEMBER 2022
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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MATTERPORT (UK) SALES LTD
REGISTERED NUMBER:07611996
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BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2022
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Capital contribution reserve
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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:
The notes on pages 4 to 11 form part of these financial statements.
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MATTERPORT (UK) SALES LTD
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STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
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Capital contribution reserve
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Comprehensive income for the year
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Foreign exchange differences
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Total comprehensive income for the year
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Contributions by and distributions to owners
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Share based payment expense
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Total transactions with owners
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Comprehensive income for the year
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Foreign exchange differences
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Total comprehensive income for the year
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Contributions by and distributions to owners
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Share based payment expense
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Total transactions with owners
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The notes on pages 4 to 11 form part of these financial statements.
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MATTERPORT (UK) SALES LTD
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
1.Accounting policies
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Basis of preparation of financial statements
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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.
In the current year, the Company's presentational currency has changed to US Dollars for consistency with the parent company financial statements. The functional currency remains Pound Sterling.
The following principal accounting policies have been applied:
In preparing the financial statements, the directors have considered the financial position and performance of the Company's parent company, Matterport, Inc. as they provide the necessary financing for the Company to continue in operation. The directors have assessed the expected future cash requirements of the Company in conjunction with the forecasts of Matterport, Inc., for at least 12 months from the date of signing these financial statements, and have concluded that the required support remains available to the Company.
Matterport (UK) Sales Ltd has received written confirmation from its parent company, Matterport, Inc., that it will continue to provide financial support for a period of at least 12 months from the date of signing these financial statements. For this reason, the directors continue to adopt the going concern basis in preparing the financial statements.
Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.
Rendering of services
Turnover is recognised on a cost plus 4.7% 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;
∙the costs incurred under the intercompany service agreement can be measured reliably.
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MATTERPORT (UK) SALES LTD
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
1.Accounting policies (continued)
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Foreign currency translation
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Functional and presentation currency
The Company's functional currency is GBP. This differs from the presentational currency which is USD. The reason for the difference is that the Company primarily operates in GBP but presents its financial statements in USD for the purposes of consolidation with the parent company.
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.
In accordance with FRS 102, the Company translates its results and financial position into USD for presentation at the year end. Assets and liabilities are translated at the closing rate at the date of the statement of financial position and income and expenses are translated at the dates of transaction. The resulting exchange differences are recognised in other comprehensive income.
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Operating leases: the Company as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight line basis over the lease term.
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.
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MATTERPORT (UK) SALES LTD
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
1.Accounting policies (continued)
Certain employees were previously entitled to participate in the stock option plan of Matterport, Inc., being the 2011 Stock Incentive Plan. Following the merger of Matterport, Inc., with Gores Holdings VI, a new plan was adopted, being the 2021 Incentive Award Plan and Employee Stock Purchase Plan.
Pursuant to the aforementioned merger, each holder of options under the 2011 Stock Incentive Plan was entitled to receive an amount of Class A common stock in the listed entity Matterport, Inc. This is deemed to be a replacement award for the previously vested awards given to employees historically. Upon issue of the awards, the 2011 Incentive Award Plan was effectively cancelled and both the vested and unvested portions were replaced with Class A common stock.
The 2021 Incentive Award Plan vests units over a defined servce period and an expense equivalent to the fair value of the awards at the date of grant is recognised in the Statement of Comprehensive Income with the corresponding entry being made to the capital contribution reserve.
As part of the merger, legacy Matterport equity holders were entitled to receive Class A common shares in the parent company upon Earn-out triggering events, during the Earn-out period as described in the annual filing of Matterport, Inc., for the year ended 31 December 2022. Earn-out shares are recognised to the extent that employees continue to provide services to the Company, in the event that an employee ceases to provide services, an expense related to Earn-out shares will not be recognised in the financial statements. In the financial statements, those awards are recorded as an expense equivalent to their fair market value on the date of achievement with the corresponding amount being recognised in the capital contribution reserve.
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.
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.
The estimated useful lives range as follows:
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.
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MATTERPORT (UK) SALES LTD
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
1.Accounting policies (continued)
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Current and Deferred Taxation
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The tax expense for the year comprises current and deferred tax. 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.
Deferred tax balances are recognised in respect of all timing differences that have originated but not
reversed by the Balance Sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be
recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax
allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
Share premium account represents the excess of the issue price over the par value on shares issued less transaction costs arising on issue.
Short term debtors are measured at transaction price, less any impairment. Amounts owed by group undertakings are intercompany loans. No interest is charged on the loan, which is repayable on demand.
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Cash and cash equivalents
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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.
Short term creditors are measured at the transaction price and subsequently at amortised cost.
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MATTERPORT (UK) SALES LTD
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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Judgements in applying accounting policies and key sources of estimation uncertainty
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In preparing these financial statements, the directors have considered areas of judgement or estimation which may have the potential to cause material misstatement.
A source of estimation uncertainty which requires the directors' judgement is the number of share based payments expected to vest under the 2021 Stock Incentive Plan, as described in Note 1.8. The directors have determined that it is reasonable to expect all units to vest and therefore do not apply any employee retention rate to the expense which is calculated. Forfeitures are accounted for in the year in which they occur. This could give rise to the potential for material changes in the financial statements year on year.
The auditors' report on the financial statements for the year ended 31 December 2022 was unqualified.
The audit report was signed on 27 October 2023 by Nick Whitehead FCCA (Senior Statutory Auditor) on behalf of ZEDRA Corporate Reporting Services (UK) Limited.
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The average monthly number of employees, including directors, during the year was 95 (2021 - 58).
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Charge for the year on owned assets
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MATTERPORT (UK) SALES LTD
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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Amounts owed by group undertakings
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Prepayments and accrued income
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Creditors: Amounts falling due within one year
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Other taxation and social security
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Accruals and deferred income
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Charged to profit or loss
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MATTERPORT (UK) SALES LTD
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
8.Deferred taxation (continued)
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The deferred tax asset is made up as follows:
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Accelerated capital allowances
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Short-term timing differences
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Share premium account
Share premium represents the excess paid for the Company's Ordinary shares over their par value.
Foreign exchange reserve
The foreign exchange reserve accounts for exchange rate movement when translating the accounts from GBP to USD for the year ending 31 December 2021 as well as 31 December 2022.
Profit and loss account
The profit and loss account represents accumulated profits and losses.
Capital contribution reserve
As described in the accounting policy (Note 1.7), the previous share option plan has been cancelled with a replacement award being issued. This resulted in the immediate vesting of all unvested units and an expense equivalent to the fair value of the replacement awards being recognised in profit or loss and the corresponding entry being made to the capital contribution reserve.
Included within the capital contribution in the current year is an expense relating to the 2021 Incentive Award Plan, under which employees are entitles to receive Restricted Stock Units ("RSUs") or Performance Restricted Stock Units ("PRSUs"). These are vested evenly over their required service period, with the performance condition for PRSUs being satisfied as the liquidity event occuring in 2021. The Company recognises an expense, equivalent to the fair value of the options at the date of grant, evenly over the vesting period.
Included within the capital contribution reserve, is a separate amount of $197,093 (2021: $197,093) which
is in relation to capital funding provided by the parent company in 2017.
Matterport, 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 352 East Java Drive, Sunnyvale, CA 94089, USA.
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MATTERPORT (UK) SALES LTD
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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Post balance sheet events
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There were no adjusting or other non-adjusting events occurring between the end of the reporting period and the date these financial statements were approved.
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