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Registered number: 06906225 (England and Wales)














LUMIVERO UK LIMITED
DIRECTORS' REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022

 
LUMIVERO UK LIMITED
 
 
COMPANY INFORMATION


Director
G Morrison 




Registered number
06906225



Registered office
Birchin Court
5th Floor

19-25 Birchin Lane

London

United Kingdom

EC3V 9DU




Independent auditor
ZEDRA Corporate Reporting Services (UK) Limited





 
LUMIVERO UK LIMITED
 

CONTENTS



Page
Balance Sheet
 
1
Statement of Changes in Equity
 
2
Notes to the Financial Statements
 
3 - 9


 
LUMIVERO UK LIMITED
REGISTERED NUMBER:06906225

BALANCE SHEET
AS AT 30 JUNE 2022

2022
2021
Note
£
£

Fixed assets
  

Tangible fixed assets
 4 
3,368
4,165

  
3,368
4,165

Current assets
  

Debtors: amounts falling due within one year
 5 
1,222,541
639,574

Cash at bank and in hand
  
4,138,128
714,933

  
5,360,669
1,354,507

Creditors: amounts falling due within one year
 6 
(7,041,906)
(2,912,620)

Net current liabilities
  
 
 
(1,681,237)
 
 
(1,558,113)

Total assets less current liabilities
  
(1,677,869)
(1,553,948)

  

Net liabilities
  
(1,677,869)
(1,553,948)


Capital and reserves
  

Called up share capital 
 7 
-
-

Capital contribution reserve
 8 
-
30,321

Profit and loss account
  
(1,677,869)
(1,584,269)

  
(1,677,869)
(1,553,948)


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: 


G Morrison
Director

Date: 31 January 2024

The notes on pages 3 to 9 form part of these financial statements.

Page 1

 
LUMIVERO UK LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2022


Capital contribution reserve
Profit and loss account
Total equity

£
£
£


At 1 July 2020 (as previously stated)
-
(2,322,628)
(2,322,628)

Prior year adjustment
-
674,516
674,516


At 1 July 2020 (as restated)
-
(1,648,112)
(1,648,112)


Comprehensive income for the year

Profit for the year
-
63,843
63,843

Share based payment expense
30,321
-
30,321



At 1 July 2021
30,321
(1,584,269)
(1,553,948)


Comprehensive income for the year

Profit for the year
-
257,452
257,452

Cancellation of equity settled share based payment scheme (Note 8)
-
(401,587)
(401,587)

Acceleration of cancelled equity settled share based payment scheme (Note 8)
20,214
-
20,214

Transfer capital contribution reserve to retained earnings (Note 8)
(50,535)
50,535
-


At 30 June 2022
-
(1,677,869)
(1,677,869)


The notes on pages 3 to 9 form part of these financial statements.

Page 2

 
LUMIVERO UK LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022

1.Accounting policies

 
1.1

Basis of preparation of financial statements

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 has generated profits of £257,452 during the year. As at 30 June 2022, the Company has a net liability position of £1,677,869 largely due to the intercompany balance arising from the transfer pricing arrangements with Lumivero Pty Ltd and Lumivero LLC.
Lumivero UK Limited has received written confirmation from Lumivero LLC, 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.  
In assessing the Company's ability to continue as a going concern the director has considered the Company forecasts and has concluded that there will be sufficient working capital for at least 12 months from the date of approval of these financial statements. For this reason, the director continues to adopt the going concern basis in preparing the financial statements. 

 
1.3

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 .

Page 3

 
LUMIVERO UK LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022

1.Accounting policies (continued)

 
1.4

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 from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract 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 contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

The Company sells cloud-based products hosted by the Company, the subscription contracts for which are generally for service periods ranging from 1 to 24 months. Subscription turnover is recognised upon delivery of the services on a monthly basis, once the performance obligations are met. 
The Company also provides perpetual licences for on-premises software. Turnover is recognised in full once the licence key is issued as all performance obligations are then complete. 
The Company also sells enterprise licence agreements for on-premises software, which include after sales support. 93% of turnover is recognised once the licence key is issued, with the remaining 7% being recognised over the life of the contract on a monthly basis, once the sales support performance obligations are met. 

  
1.5

Transfer pricing charge

The transfer pricing charge is expensed to the profit or loss whereby any excess profits over and above the  target operating profit margin of 3% are remitted to the Group. 

 
1.6

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

 
1.7

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Page 4

 
LUMIVERO UK LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022

1.Accounting policies (continued)

 
1.8

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.

 
1.9

Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss 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).
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 profit or loss over the remaining vesting period.

 
1.10

Taxation

Tax is recognised in profit or loss 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.

 
1.11

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

 
LUMIVERO UK LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022

1.Accounting policies (continued)


1.11
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.

 
1.12

Debtors

Short term debtors are measured at transaction price.

  
1.13

Creditors

Short term creditors are measured at the transaction price. Amounts owed to group undertakings are intercompany loans measured at cost. These loans are unsecured, interest free and repayable on demand.

 
1.14

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions.


2.


Auditors' information

The auditors' report on the financial statements for the year ended 30 June 2022 was unqualified.

The audit report was signed on 2 February 2024 by Dominic King ACA (Senior Statutory Auditor) on behalf of .


3.


Employees

The average monthly number of employees during the year was 4 (2021 - 4).

Page 6

 
LUMIVERO UK LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022

4.


Tangible fixed assets





Computer equipment

£



Cost or valuation


At 1 July 2021
37,382



At 30 June 2022

37,382



Depreciation


At 1 July 2021
33,217


Charge for the year on owned assets
797



At 30 June 2022

34,014



Net book value



At 30 June 2022
3,368



At 30 June 2021
4,165

Page 7

 
LUMIVERO UK LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022

5.


Debtors

2022
2021
£
£


Trade debtors
1,081,584
621,952

Other debtors
108,702
-

Prepayments and accrued income
32,255
17,622

1,222,541
639,574



6.


Creditors: Amounts falling due within one year

2022
2021
£
£

Trade creditors
40,849
41,425

Amounts owed to group undertakings
5,857,612
2,179,884

Other taxation and social security
420,228
123,296

Other creditors
30,679
106,049

Accruals and deferred income
692,538
461,966

7,041,906
2,912,620



7.


Share capital

2022
2021
£
£
Allotted, called up and fully paid



1 (2021 - 1) Ordinary share of £0.01
-
-


Page 8

 
LUMIVERO UK LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022

8.


Capital contribution reserve

Certain employees of the Company along with other group employees have been granted options over the
shares in Bondi Holdco, LLC, a group holding entity. The options are granted at an independently determined fair value. For the majority of awards, 20% of the options are exercisable one year after the date of grant and then monthly for each of the four years thereafter. 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.
In June 2022, the Lumivero Group was acquired by TA Associates which triggered acceleration of all share options and these were cash settled as part of the transaction. An expense equivalent to the fair value of the share options granted net of the expense recognised in 2021, has been recognised in the profit and loss account with a corresponding amount being recognised in the capital contribution reserve.
The settlements paid upon cancellation of the share options have been recognised as a repurchase of an equity instrument. The capital contribution reserve has been reversed to profit and loss and the net proceeds paid to employees has been recognised within amounts owed to group undertakings, with the corresponding amount being posted to the profit and loss account. 


9.


Controlling party

Lumivero LLC 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 200 Middlefield Road, Suite 201, Menlo Park, CA 94025. 


10.


Post balance sheet events

On 31 December 2022, a reorganisation exercise was completed whereby the share capital of Palisade Europe UK Ltd was transferred to Lumivero UK Limited from Lumivero International, LLC. 
There are no adjusting or other non-adjusting events occurring between the end of the reporting period and the date these financial statements were approved.

 
Page 9