Registered number: 05173814 (England and Wales)
PALISADE EUROPE UK LTD
DIRECTORS' REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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COMPANY INFORMATION
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ZEDRA Corporate Reporting Services (UK) Limited
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CONTENTS
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Notes to the Financial Statements
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PALISADE EUROPE UK LTD
REGISTERED NUMBER:05173814
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BALANCE SHEET
AS AT 31 DECEMBER 2022
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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PALISADE EUROPE UK LTD
REGISTERED NUMBER:05173814
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BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2022
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 3 to 7 form part of these financial statements.
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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 FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. 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 preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 2).
The following principal accounting policies have been applied:
The director intends to cease trading and liquidate the Company and therefore the director has prepared the accounts on a basis other than going concern.
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Foreign currency translation
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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.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.
The Company generates revenue from the sale of licenses and on premise subscription products, maintenance products and training and support pacakges, which are recognised as follows:
∙Commercial or academic licenses are on-premises licenses where the Company retains no further obligation to the customer. These are recognised in full on delivery of the product license to the customer;
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
1.Accounting policies (continued)
∙Maintenance and support services are provided over the term of the license, in most cases these are indistinguishable from the licenses which are issued. The Company has adopted an approach in accordance with paragraph 23A.19 of FRS102, which defers an identifiable amount for the services over the term of the license. The maintenance and support revenue is recognised over the term of the licenses;
∙Training or consultancy pacakges are offered to end users and revenue is recognised as the course is delivered to customers.
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.
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.
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Associates and joint ventures
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Associates and Joint Ventures are held at cost less impairment.
Short term debtors are measured at transaction price, less any impairment. Amounts owed by group undertakings are intercompany loans measured at cost. These loans are unsecured, interest free and 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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
1.Accounting policies (continued)
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.
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Judgements in applying accounting policies and key sources of estimation uncertainty
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The preparation of these financial statements requires management to make judgements and estimations
that may affect the application of accounting policies and the recorded amounts of assets, liabilities,
income and expenditure.
Revenue recognition
The Company has determined that it can identify a standalone selling price for the value of support services provided on a contract to be deferred over time, where revenue for licenses is recognised at a point in time. This judgement is a significant judgement as it has a material impact on the value of revenue recognised in each period and that which is deferred. The identifiable amounts are based on management's review of the cost of support renewals after the first year of the contract. Although, the value is not typically stated in the contract, it is Company policy that the support services are priced dependent on the contract term with one year subscriptions being 20% of the contract value, two year subscriptions being 29% of the contract value and three year subscriptions being 38% of the contract value, before any discounts. Therefore, the judgement made by management is deemed to be reasonable in deferring the relevant percentage of the gross sale value when a contract with a customer includes both licensing and support services.
The auditors' report on the financial statements for the year ended 31 December 2022 was unqualified. The auditors drew attention to note 1.2 to these accounts which indicates that the director does not consider it appropriate to adopt the going concern basis of accounting in preparing the financial statements.
The financial statements of the Company for the year ended 31 December 2021 were audited by another auditor who expressed an unmodified opinion on the financial statements dated 13 December 2022.
The audit report was signed on 29 August 2024 by Dominic King FCA (Senior Statutory Auditor) on behalf of ZEDRA Corporate Reporting Services (UK) Limited.
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The average monthly number of employees during the year was 9 (2021 - 10).
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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Investments in associates
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Amounts owed by group undertakings
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Prepayments and accrued income
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The director identified that accrued income and deferred income were overstated for the year ended 31 December 2021. An adjustment was made to reduce accrued income and deferred income by £1,373,375 as at 31 December 2021.
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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.
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Post balance sheet events
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On 1 January 2023, a reorganisation exercise was completed whereby the share capital of Palisade Europe UK Ltd was transferred to Lumivero UK Limited from Lumivero International, LLC.
Following the reorganisation exercise and the assessment of the Company's strategic importance to the group, the director has decided to dissolve the entity. This decision, made subsequent to the restructuring, has led to a change in the basis of preparation of these financial statements. As such, this change in basis of preparation is considered an adjusting event, and the financial statements have been adjusted accordingly to reflect the Company's status as no longer a going concern.
There are no other 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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