Company registration number 07485773 (England and Wales)
PANOPTO EMEA LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
PAGES FOR FILING WITH REGISTRAR
PANOPTO EMEA LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 9
PANOPTO EMEA LIMITED
BALANCE SHEET
AS AT
30 JUNE 2022
30 June 2022
- 1 -
2022
2021
Notes
£
£
£
£
Fixed assets
Tangible assets
3
58,530
76,858
Current assets
Debtors falling due after more than one year
4
104,628
16,194,512
Debtors falling due within one year
4
2,266,912
1,794,949
Cash at bank and in hand
901,760
1,005,882
3,273,300
18,995,343
Creditors: amounts falling due within one year
5
(6,664,208)
(6,134,119)
Net current (liabilities)/assets
(3,390,908)
12,861,224
Total assets less current liabilities
(3,332,378)
12,938,082
Creditors: amounts falling due after more than one year
6
(2,740,308)
(19,496,536)
Provisions for liabilities
(17,203)
(17,203)
Net liabilities
(6,089,889)
(6,575,657)
Capital and reserves
Called up share capital
10
10
Profit and loss reserves
(6,089,899)
(6,575,667)
Total equity
(6,089,889)
(6,575,657)

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

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

The financial statements were approved by the board of directors and authorised for issue on 16 November 2023 and are signed on its behalf by:
Mr P Ingle
Director
Company Registration No. 07485773
PANOPTO EMEA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
- 2 -
1
Accounting policies
Company information

Panopto EMEA Limited is a private company limited by shares incorporated in England and Wales. The registered office is c/o Corporation Service Company (UK) Limited, 5 Churchill Place, 10th Floor, London, E14 5HU.

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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

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 under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Going concern

These financial statements are prepared on the going concern basis, as the directors have a reasonable expectation that the company will continue in operational existence for the foreseeable future.

 

The directors have sought and obtained support from the parent company for a period not less than twelve months from the date these financial statements are approved.

 

The directors are however, aware of certain material uncertainties which may cause doubt on the company's ability to continue as a going concern. The group that the parent company heads had recognised significant losses for the year ended 30 June 2022 and furthermore had recognised continued significant losses for the year ended 30 June 2023, and for the period ended 30 September 2023.

 

The directors continue to adopt the going concern basis of accounting in preparing the financial statements and do not reflect any adjustments that would be necessary if the going concern assumption was not appropriate.

1.3
Turnover

Turnover represents licence fee income.

Revenue is recognised upon transfer of control of promised products and services to customers in an amount that reflects the consideration the company expects to receive in exchange for those products or services.

 

The company determines the amount of revenue to be recognised through application of the following steps:

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.

PANOPTO EMEA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
1
Accounting policies
(Continued)
- 3 -

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:

Plant and machinery
20% straight line
Fixtures, fittings and equipment
20% 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
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.6
Cash and cash equivalents

Cash at bank and in hand are basic financial assets and include deposits held at call with banks.

1.7
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

PANOPTO EMEA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
1
Accounting policies
(Continued)
- 4 -
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.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors and loans from fellow group companies, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.8
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs.

1.9
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

PANOPTO EMEA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
1
Accounting policies
(Continued)
- 5 -
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.

1.10
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.

1.11
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.12
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.

1.13
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.

1.14
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.

PANOPTO EMEA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
- 6 -
2
Employees

The average monthly number of employees (including directors), employed by the company during the period was 26 (2021: 24).

2022
2021
Number
Number
Total
26
24
3
Tangible fixed assets
Plant and machinery etc
£
Cost
At 1 July 2021
315,391
Additions
16,014
At 30 June 2022
331,405
Depreciation and impairment
At 1 July 2021
238,533
Depreciation charged in the year
34,342
At 30 June 2022
272,875
Carrying amount
At 30 June 2022
58,530
At 30 June 2021
76,858
4
Debtors
2022
2021
Amounts falling due within one year:
£
£
Trade debtors
1,495,865
1,515,718
Corporation tax recoverable
184,727
914
Other debtors
586,320
278,317
2,266,912
1,794,949
PANOPTO EMEA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
4
Debtors
(Continued)
- 7 -
2022
2021
Amounts falling due after more than one year:
£
£
Amounts owed by group undertakings
22,443
16,124,880
Other debtors
82,185
69,632
104,628
16,194,512
Total debtors
2,371,540
17,989,461
5
Creditors: amounts falling due within one year
2022
2021
£
£
Trade creditors
11,704
33,589
Taxation and social security
561,046
381,548
Other creditors
6,091,458
5,718,982
6,664,208
6,134,119
6
Creditors: amounts falling due after more than one year
2022
2021
£
£
Amounts owed to group undertakings
2,087,095
18,843,321
Other creditors
653,213
653,215
2,740,308
19,496,536
7
Share-based payment transactions

The company participates in a group share based payment plan pursuant to the Panopto EMI Share Option Plan (the 'Plan') for its own employees. The options have a 10 year term and vest over a period of time established by the board of directors. Options are subject to forfeiture and lapse in accordance with the Plan rules.

 

The company recognises and measures its share based payment expense on the basis of a reasonable allocation of the expense recognised for the group. The allocation is based on the number of employees benefiting from the share based payment plan employed by each group entity.

 

At the reporting date there were 284,993 (2021: 298,610) shares outstanding to employees under the Plan. The weighted average fair value of the options granted at the reporting date was $0.94 (2021: $1.00).

PANOPTO EMEA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
7
Share-based payment transactions
(Continued)
- 8 -
Number of share options
Weighted average exercise price
2022
2021
2022
2021
Number
Number
$
$
Outstanding at 1 July 2021
298,610
5,084
1.00
2.52
Granted
58,375
298,610
0.70
1.00
Forfeited
(71,992)
(5,084)
1.00
2.52
Outstanding at 30 June 2022
284,993
298,610
0.94
1.00
Exercisable at 30 June 2022
-
0
-
0
0.94
1.00

The options outstanding at the reporting date had an exercise price of $1.00, and a remaining contractual life of 8 years and 6 months.

The weighted average fair value of options granted during the period was determined using the Black-Scholes option pricing model. The Black-Scholes model is considered to apply the most appropriate valuation method due to the relatively short contractual lives of the options and the requirement to exercise within a short period after the employee becomes entitled to the shares (the 'vesting date').

 

The expected life used in the model has been adjusted, based on management’s best estimate, for the effect of non-transferability, exercise restrictions, and behavioural considerations.

 

Non-vesting conditions and market conditions are taken into account when estimating the fair value of the option at grant date. Service conditions and non-market performance conditions are taken into account by adjusting the number of options expected to vest at each reporting date.

8
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report was unqualified.

Senior Statutory Auditor:
Luke Metson
Statutory Auditor:
Gravita Audit II Limited
PANOPTO EMEA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2022
- 9 -
9
Operating lease commitments

Operating lease payments represent rentals payable for property. The property rental agreements have been negotiated for a term of 2 years.

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:

2022
2021
£
£
469,150
56,350
10
Parent company

Panopto Inc., an entity incorporated and registered in the US, is the immediate parent company. Copies of the consolidated financial statements can be obtained from their registered office, 1209 Orange Street, Wilmington, DE 19801, US.

 

K1 Investment Management LLC is the ultimate controlling party.

11
Contingent liabilities

A former employee of the company subscribed for shares which were exchanged for shares in the parent company. The UK tax authorities (HMRC) believe that national insurance contributions (NIC) should have been applied to the conversion. The company’s tax advisers contest the interpretation. If HMRC are successful, the additional NIC payable would be £154,000. On this basis, the directors consider this to reflect a contingent liability and have made no provision in the financial statements. 

 

 

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