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Registered number: 06060169 (England and Wales)














OPTIMIZELY LTD


ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023


 
OPTIMIZELY LTD
 

 
COMPANY INFORMATION


Directors
A Atzberger 
M A Johnson 
C Bayliss 




Company secretary
Brodies Secretarial Services Limited



Registered number
06060169



Registered office
3rd Floor Cargo Works
Enterprise House

1-2 Hatfields

London

United Kingdom

SE1 9PG




Independent auditors
ZEDRA Corporate Reporting Services (UK) Limited






 
OPTIMIZELY LTD
 


CONTENTS



Page
Strategic Report
 
1 - 3
Directors' Report
 
4 - 5
Independent Auditors' Report
 
6 - 9
Statement of Comprehensive Income
 
10
Balance Sheet
 
11 - 12
Statement of Changes in Equity
 
13
Statement of Cash Flows
 
14
Notes to the Financial Statements
 
15 - 29



 
OPTIMIZELY LTD
 

 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The directors present their Strategic Report for the year ended 31 December 2023. This Strategic Report has been prepared for Optimizely Ltd (the 'Company'). 

Introduction
 
Optimizely provides the industry’s leading Digital Experience Platform, combining content and commerce management with patented AI-powered experimentation, personalization and customer data management. More than 10,000 businesses worldwide use Optimizely’s solutions with 6.5 billion users worldwide exposed to Optimizely run experiments.
Sales are made through a combination of direct sales and marketing activities across North America, Europe, APJ and MEA; alongside an extensive network of more than 700 solution partners in over 30 countries. The Digital Experience Platform service is targeted at both digitally mature enterprise organizations with large-scale customer bases looking to drive continuous experimentation and optimization of their digital experiences, as well as mid-market organizations looking to get started quickly with smaller digital experiences and leverage AI to scale faster. Optimizely's solutions can be delivered through the cloud via Software-as-a-Service ('SaaS') or on premises to best suit customer requirements.
Optimizely's Digital Experience Platform is a single subscription service that includes everything the customer needs without having to purchase servers, licences, support or hosting separately. Optimizely's solution can be easily integrated into an organization's existing technology environment, leveraging our marketplace of more than 120 pre-built third-party integrations.
Optimizely combines stability and scalability of commercial products with proactive guidance and support through our dedicated customer success teams, in-person and online training & certification, and our active online community with more than 40,000 developer members.

Business review
 
During the year, sales have increased by £6.17m (39%) due to the increased support provided to other group companies, resulting in a £6.3m (41%) uplift in intercompany revenue and a reduction in subscription revenue from UK customer contracts of £132k (28%) as the Company moves away from procuring any new UK contracts and more towards marketing, development, customer success and administrative functions across the group. 
The loss for the year, after taxation amounted to £3,690,939 (2022: £4,724,715).

Financial key performance indicators
The Company's key performance indicators (KPIs) and growth measures are as follows:

2023
2022
        £
        £
Revenue

21,917,000

15,743,140
 
Gross profit

17,839,642

12,199,718
 
Administrative expenses

(22,952,511)

(17,822,323)
 
EBITDA

(4,973,998)

(5,470,176)
 

(11,830,133)

(4,650,359)
 

Page 1


 
OPTIMIZELY LTD
 


STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Although the above KPIs are monitored by management and the directors, the Company no longer contracts
with any new customers in the UK entity. Whilst new customer contracts will be prominent in other group entities,
the Company will be monitored more as a marketing, development, customer success and administrative
function.

Principal risks and uncertainties
 
The principal risks facing the Group are the retention of skilled employees and the financial risks explained below.
Retention of skilled employees
The business must maintain a high level of technical expertise within its staff. The risk is mitigated by trying to maintain low staff turnover through investment in training and ensuring staff compensation and benefits are commensurate with the markets in the locations where employed.
Product
The Company must continue to offer products at the forefront of its technology and mitigate this risk by continuing investment in research and development.
Russia / Ukraine Conflict
Economic uncertainty is expected to be high as a result of the geopolitical risks arising from the Russian war on Ukraine. Management will continue to monitor the situation closely.
Credit risk
The directors operate a credit approval policy that seeks to prevent shipment of software to resellers or
customers whose accounts are high risk. Credit control regularly reports to management and reviews are
undertaken to ensure risks are minimized.
Inflation and interest rate risk
In addition to the specific risks above, the impact of inflation and rising interest rates globally may impact the discretionary spend of customers and management will continue to monitor it closely.
Currency risk
Optimizely Ltd has minimal exposure to FX with more than 90% of costs in GBP.
COVID-19
Whilst the impact is easing, the ongoing impact of COVID-19 is under regular review by the Board and management. COVID-19 inevitably increases uncertainty to the business, including the risk regarding the ability to win new business, cash collection and ensuring financial obligations including lender covenants are maintained. 
Data protection
Regulation of data collection, data security and user privacy continue to evolve globally, which may impact the ability to collect data and optimize the performance of digital experiences. The Directors and management are confident that the impacts of data regulation are manageable by the Group, and given our software relies on the use of 1st party collected rather than 3rd party collected user data, Optimizely aligns positively to the market direction of consent-driven digital experiences.
Silicon Valley Bank
Although Silicon Valley Bank entered in to financial difficulty and ultimately collapsed in March 2023 there was no impact on business and no cash loss for the Group.

Page 2


 
OPTIMIZELY LTD
 


STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Future developments

As discussed above, the Company is largely a sales, marketing, development, customer success and administrative company that provides support to the overall group. Therefore, future development will be measured by sales generation and support provided by UK based employees.


This report was approved by the board and signed on its behalf.


M A Johnson
Director

Date: 17 September 2024

Page 3


 
OPTIMIZELY LTD
 

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The directors present their report and the financial statements for the year ended 31 December 2023.

Certain information required to be included in the Directors' Report has been included in the Strategic Report in accordance with Section 414C (11) of the Companies Act 2006.

Principal activity

The principal activity of the Company continued to be that of provider of intelligent personalisation solutions, which helps brands engage one-to-one in real time with their customers across all channels.

Directors

The directors who served during the year were:

A Atzberger 
M A Johnson 
C Bayliss 

Results and dividends

The loss for the year, after taxation, amounted to £3,690,939 (2022 - loss £4,724,715).

The directors have not proposed a dividend for the current year (2022: £NIL)
Company name change
On 17 January 2023 the Company passed a resolution to change its name from Episerver UK Limited to Optimizely Ltd.

Directors' responsibilities statement

The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Company's financial statements and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Page 4


 
OPTIMIZELY LTD
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023


Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Company since the year end.

This report was approved by the board and signed on its behalf.
 


M A Johnson
Director

Date: 17 September 2024

Page 5


 
OPTIMIZELY LTD
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF OPTIMIZELY LTD

Opinion


We have audited the financial statements of Optimizely Ltd (the 'Company') for the year ended 31 December 2023, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Cash Flows, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 31 December 2023 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Page 6


 
OPTIMIZELY LTD
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF OPTIMIZELY LTD (CONTINUED)

Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.


Page 7


 
OPTIMIZELY LTD
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF OPTIMIZELY LTD (CONTINUED)

Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
 
the responsible individual ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
we identified the laws and regulations applicable to the Company through discussions with directors and other management, and from our commercial knowledge and experience;
we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Company, including the Companies Act 2006 and taxation legislation;
we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the Company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
 
making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
 
We identified that fraud risk in relation to revenue recognition is a significant risk in line with ISA 240 and designed and implemented appropriate audit procedures in this area. Audit procedures included but were not limited to substantive testing from customer contracts, reviewing the bank for large or unusual transactions external to the normal customer base and performing appropriate year end cut off testing. For the cost plus revenue streams, we performed specific completeness and cut-off procedures, including but not limited to, reconciliation of salary costs to third party documentation and review of pre and post year end information to ensure that entries were recorded in the correct period.
 
To address the risk of fraud through management bias and override of controls, we:
 
performed analytical procedures to identify any unusual or unexpected relationships;
tested journal entries to identify unusual transactions;
assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and
investigated the rationale behind significant or unusual transactions.

 
Page 8


 
OPTIMIZELY LTD
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF OPTIMIZELY LTD (CONTINUED)

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

agreeing financial statement disclosures to underlying supporting documentation;
enquiring of management as to actual and potential litigation and claims;
reviewing correspondence with HMRC.
 
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.



Dominic King FCA (Senior Statutory Auditor)
for and on behalf of
ZEDRA Corporate Reporting Services (UK) Limited
Chartered Accountants and Statutory Auditors
Birchin Court
5th Floor
19-25 Birchin Lane
London
United Kingdom
EC3V 9DU


20 September 2024
Page 9


 
OPTIMIZELY LTD
 

 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
£
£

  

Turnover
 4 
21,917,000
15,743,140

Cost of sales
  
(4,077,358)
(3,543,422)

Gross profit
  
17,839,642
12,199,718

Administrative expenses
  
(22,952,511)
(17,822,323)

Operating loss
 5 
(5,112,869)
(5,622,605)

Intercompany income
  
468,064
-

Interest receivable and similar income
 8 
1,149,325
1,093,344

Interest payable and similar expenses
 9 
(195,459)
(195,454)

Loss before tax
  
(3,690,939)
(4,724,715)

Loss for the financial year
  
(3,690,939)
(4,724,715)

There was no other comprehensive income for 2023 (2022£NIL).

The notes on pages 15 to 29 form part of these financial statements.

Page 10


 
OPTIMIZELY LTD
REGISTERED NUMBER:06060169


BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Tangible assets
 11 
225,330
251,781

  
225,330
251,781

Current assets
  

Debtors: amounts falling due after more than one year
 12 
19,818,588
17,781,591

Debtors: amounts falling due within one year
 12 
21,565,247
22,768,704

Bank and cash balances
  
473,481
90,540

  
41,857,316
40,640,835

Creditors: amounts falling due within one year
 13 
(57,759,728)
(52,946,533)

Net current liabilities
  
 
 
(15,902,412)
 
 
(12,305,698)

Total assets less current liabilities
  
(15,677,082)
(12,053,917)

Creditors: amounts falling due after more than one year
 14 
(3,257,569)
(3,257,569)

  

Net liabilities
  
(18,934,651)
(15,311,486)

Page 11


 
OPTIMIZELY LTD
REGISTERED NUMBER:06060169

    
BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Capital and reserves
  

Called up share capital 
 16 
7
7

Share premium account
 17 
3,752,854
3,752,854

Capital contribution reserve
 17 
8,089,716
8,021,942

Profit and loss account
 17 
(30,777,228)
(27,086,289)

  
(18,934,651)
(15,311,486)


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

M A Johnson
Director

Date: 17 September 2024

The notes on pages 15 to 29 form part of these financial statements.

Page 12


 
OPTIMIZELY LTD
 


STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


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

£
£
£
£
£


At 1 January 2022
7
3,752,854
7,735,943
(22,361,574)
(10,872,770)



Loss for the year
-
-
-
(4,724,715)
(4,724,715)

Share based payment (note 18)
-
-
285,999
-
285,999



At 1 January 2023
7
3,752,854
8,021,942
(27,086,289)
(15,311,486)



Loss for the year
-
-
-
(3,690,939)
(3,690,939)

Share based payment (note 18)
-
-
67,774
-
67,774


At 31 December 2023
7
3,752,854
8,089,716
(30,777,228)
(18,934,651)


The notes on pages 15 to 29 form part of these financial statements.

Page 13


 
OPTIMIZELY LTD
 


STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
£
£

Cash flows from operating activities
  

Loss for the financial year
  
(3,690,939)
(4,724,715)

Adjustments for:
  

Depreciation of tangible assets
 11 
138,871
152,429

Interest paid
 9 
195,459
195,454

Interest received
 8 
(1,149,325)
(1,093,344)

Decrease/(increase) in debtors
 12 
102,572
(4,576,097)

(Increase) in amounts owed by groups
 12 
(936,112)
-

Increase in creditors
 13 
317,632
8,871,724

Increase in amounts owed to groups
 13 
4,495,563
-

Share based payments
 5 
67,774
285,999

Net cash generated from operating activities

  

(458,505)
(888,550)

  

Cash flows from investing activities
  

Purchase of tangible fixed assets
 11 
(112,420)
(143,826)

Sale of unlisted and other investments
  
-
92

Net cash from investing activities

  

(112,420)
(143,734)

Cash flows from financing activities
  

Interest on loans from group undertakings
 8 
1,149,325
1,093,344

Interest on loans to group undertakings
 9 
(195,459)
(195,454)

Net cash used in financing activities
  
953,866
897,890

Net increase/(decrease) in cash and cash equivalents
  
382,941
(134,394)

Cash and cash equivalents at beginning of year
  
90,540
224,934

Cash and cash equivalents at the end of year
  
473,481
90,540


Cash and cash equivalents at the end of year comprise:
  

Cash at bank and in hand
  
473,481
90,540

  
473,481
90,540


The notes on pages 15 to 29 form part of these financial statements.

Page 14


 
OPTIMIZELY LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Optimizely Ltd is a private company limited by shares and incorporated in the United Kingdom and registered in England and Wales under the Companies Act 2006. Its registered office and place of business is 3rd Floor, Cargo Works, Enterprise House, 1-2 Hatfields, London, United Kingdom, SE1 9PG. The nature of the Company's operations are set out in the Directors' Report.

2.Accounting policies

 
2.1

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 Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

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 3).

The following principal accounting policies have been applied:

 
2.2

Going concern

The Company is in a net liability position of £18,934,651. This is primarily as a result of the net amounts owed to group undertakings of £16,705,164, which the directors have confirmed will not be repayable until the Company has sufficient resources to do so. 
Optimizely Ltd has received written confirmation from its parent company, Epsilon Group New Holdings Limited, that it will continue to provide financial support 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 directors have considered the availability of financing from the parent company and are confident the Company will be able to meet its liabilities as they fall due. For these reasons, the directors continue to prepare the financial statements on a going concern basis. 

 
2.3

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 15


 
OPTIMIZELY LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

  
2.4

Turnover

Turnover represents amounts receivable for term subscriptions and set up fees, net of VAT and trade discounts. Term subscription income relates to use of the Company's software products. Turnover is recognised on a straight line over the service period of the subscription.
Intercompany turnover is made up of royalty income and transfer pricing income under a cost sharing agreement. Royalty income is generated through the licence of its software, trademarks and any intellectual property rights. Transfer pricing income is recharges to entities within the group under a cost pool methodology, whereby global costs are allocated to each group entity based on the proportion of worldwide revenue earned. 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 service agreement; 
the costs incurred under the service agreement can be measured reliably.

 
2.5

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.

 
2.6

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.7

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.

 
2.8

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.

Page 16


 
OPTIMIZELY LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.9

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.

 
2.10

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.

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:

Leasehold improvements
-
20%
on cost
Fixtures and fittings
-
25%
on cost
Computer equipment
-
33%
on cost

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.

Page 17


 
OPTIMIZELY LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.11

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

  
2.12

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.
Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is an 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.

 
2.13

Debtors

Short term debtors are measured at transaction price, less any impairment. Short term amounts owed by group undertakings are intercompany loans measured at cost. These loans are unsecured and repayable on demand. 
Long term debtors are measured initially at amortised cost and subsequently at amortised cost using the effective interest method. Long term amounts owed by group undertakings are unsecured and interest is charged at an amount of 6% per annum. 

 
2.14

Cash and cash equivalents

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

In the Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand.

Page 18


 
OPTIMIZELY LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

  
2.15

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 and repayable on demand.
Long term creditors are amounts owed by group undertakings, measured initially at amortised cost and subsequently at amortised cost using the effective interest method. These are unsecured and interest is charged at an amount of 6% per annum. 

  
2.16

Share premium

Share premium account represents the excess of the issue price over the par value on shares issued less transaction costs arising on issue.


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of financial statements in conformity with FRS 102 requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The estimates and assumptions that have a significant risk of causing material adjustment to the carrying amounts of assets and liabilities are addressed below.
Impairment of goodwill
In April 2020, the assets and liabilities of the subsidiary, Idio Limited, were transferred to the Company, which recognised goodwill as the excess paid for the subsidiary. The directors did not believe there to be a recoverable amount for the goodwill and it has, since the acquisition, been held at nil net book value. In the current year, the directors made the decision to dispose of the goodwill.
Share based payments
The directors review the outstanding share options annually to assess the probability of vesting and exercise. The directors have concluded that the share options granted to employees are likely to vest and as such an expense has been recognised in the Statement of Comprehensive Income.

Page 19


 
OPTIMIZELY LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

4.


Turnover

An analysis of turnover by class of business is as follows:


2023
2022
£
£

Subscription revenue
345,211
477,417

Intercompany revenue
21,571,789
15,265,723

21,917,000
15,743,140


2023
2022
£
£

United Kingdom
15,724,688
10,001,332

Rest of Europe
5,389,969
5,274,251

Rest of the world
802,343
467,557

21,917,000
15,743,140



5.


Operating loss

The operating loss is stated after charging/(crediting):

2023
2022
£
£

Depreciation of tangible fixed assets
138,871
152,429

Exchange differences
2,349,171
(2,737,801)

Other operating lease rentals
543,999
491,244

Auditors' remuneration
21,100
20,200

Share-based payment
67,774
285,999

Page 20


 
OPTIMIZELY LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

6.


Employees

Staff costs, including directors' remuneration, were as follows:


2023
2022
£
£

Wages and salaries
15,926,638
14,367,909

Social security costs
2,140,527
1,877,418

Cost of defined contribution scheme
1,307,975
1,166,670

19,375,140
17,411,997


The average monthly number of employees, including the directors, during the year was as follows:


        2023
        2022
            No.
            No.







Average employees
160
156


7.


Directors' remuneration

2023
2022
£
£

Directors' emoluments
353,179
628,986

Company contributions to defined contribution pension schemes
4,000
29,046

357,179
658,032


The highest paid director received remuneration of £353,179 (2022 - £400,135).

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £4,000 (2022 - £6,465).

During the year no directors exercised share options (2022 - none).
During the year, there were directors of Optimizely Ltd who were remunerated by other group entities. Management determine that the share of remuneration relevant to the services performed in their capacity as directors of Optimizely Ltd to be insignificant to the business. 


8.


Interest receivable

2023
2022
£
£


Interest receivable on amounts owed by group (see note 12)
1,149,325
1,093,344

Page 21


 
OPTIMIZELY LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

9.


Interest payable and similar expenses

2023
2022
£
£


Interest payable on amounts owed to group (see note 14)
195,459
195,454


10.


Taxation


2023
2022
£
£



Total current tax
-
-

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2022 - higher than) the standard rate of corporation tax in the UK of 23.52% (2022 - 19%). The differences are explained below:

2023
2022
£
£


Loss on ordinary activities before tax
(3,690,939)
(4,724,715)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.52% (2022 - 19%)
(868,108)
(897,696)

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
286,262
49,313

Depreciation for year in excess of capital allowances
6,252
(14,030)

Short term timing difference leading to a decrease in taxation
-
3,842

Unrelieved tax losses carried forward
575,594
858,571

Total tax charge for the year
-
-

Page 22


 
OPTIMIZELY LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
10.Taxation (continued)


Factors that may affect future tax charges

During the year, the main rate of UK corporation tax changed from 19% to 25% with effect from 1 April 2023. 


11.


Tangible fixed assets





Leasehold improvements
Fixtures and fittings
Computer equipment
Total

£
£
£
£



Cost or valuation


At 1 January 2023
131,740
135,847
506,600
774,187


Additions
-
-
112,420
112,420



At 31 December 2023

131,740
135,847
619,020
886,607



Depreciation


At 1 January 2023
127,885
80,559
313,962
522,406


Charge for the year on owned assets
3,501
16,441
118,929
138,871



At 31 December 2023

131,386
97,000
432,891
661,277



Net book value



At 31 December 2023
354
38,847
186,129
225,330



At 31 December 2022
3,855
55,288
192,638
251,781

Page 23


 
OPTIMIZELY LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

12.


Debtors

2023
2022
£
£

Due after more than one year

Amounts owed by group undertakings
19,818,588
17,640,831

Other debtors
-
140,760

19,818,588
17,781,591


Amounts owed by group undertakings falling due after more than one year are to be fully paid on or before 30 November 2026. Interest is charged at an amount of 6% per annum. 

2023
2022
£
£

Due within one year

Trade debtors
33,186
41,544

Amounts owed by group undertakings
20,900,702
22,142,346

Other debtors
399,862
339,870

Prepayments and accrued income
231,497
244,944

21,565,247
22,768,704



13.


Creditors: Amounts falling due within one year

2023
2022
£
£

Trade creditors
272,053
575,282

Amounts owed to group undertakings
54,166,885
49,671,322

Other taxation and social security
547,902
546,262

Other creditors
98,394
105,210

Accruals and deferred income
2,674,494
2,048,457

57,759,728
52,946,533


Amounts owed to group undertakings falling due within one year are unsecured, interest free and repayable on demand.

Page 24


 
OPTIMIZELY LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

14.


Creditors: Amounts falling due after more than one year

2023
2022
£
£

Amounts owed to group undertakings
3,257,569
3,257,569

3,257,569
3,257,569


Amounts owed to group undertakings falling due after more than one year are to be fully paid on or before 28 February 2026. Interest is charged at an amount of 6% per annum. 


15.


Financial instruments

2023
2022
£
£

Financial assets


Financial assets that are debt instruments measured at amortised cost
41,369,748
40,048,205


Financial liabilities


Financial liabilities measured at amortised cost
(60,441,722)
(55,532,782)


Financial assets measured at amortised cost comprise cash, trade debtors, other debtors and amounts owed by group undertakings. 


Financial liabilities measured at amortised cost comprise trade creditors, other creditors, amounts owed to group undertakings and accruals. 


16.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



1,833,518 (2022 - 1,833,518) Ordinary shares of £0.000004 each
7
7


Page 25


 
OPTIMIZELY LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

17.


Reserves

Share premium account

Share premium account represents the excess of the issue price over the par value on shares issued less transaction costs arising on issue. 

Capital contribution reserve

On acquisition of the Company by Episerver Group AB on 30 August 2016, the total indebtedness of the Company due to shareholders and other third parties was £6,933,392. Of this balance, £5,343,464 was due to the shareholders, who accepted repayment of £3,875,870 for the amounts due. The write back of the liability for £1,467,594 was included as other income in the income statement. The balance of £5,343,464 has been classified as capital contribution as there is no obligation of repayment of the balance.
As per terms of the Company acquisition, Episerver Group AB agreed to repay the indebtedness of the Company by the way of an advance that corresponded to the indebtedness.
The remaining capital contribution reserve is in relation to the share options granted to UK employees over the shares in the parent company, see note 18. 

Profit and loss account

The profit and loss account represents accumulated losses. 

Page 26


 
OPTIMIZELY LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

18.


Share-based payments

Plan 1 - Share incentive plan
A scheme was introduced on 21 March 2019 by Epsilon Group New Holdings Limited. In accordance with the terms of the plan, certain employees may be granted options to buy ordinary B shares. Each employee share option converts into one ordinary B share of the Company on exercise. No amounts are paid or payable by the recipient on receipt of the option. The options carry neither rights to dividends nor voting rights. Options may be exercised at any time from the date of vesting to the date of their expiry. Options are exercisable at a price of $10 per share for grants made prior to 2022 and a price of $15 per share for grants made from 2022 onwards. All options granted vest in 5 equal tranches on each anniversary of the grant date. If the options remain unexercised after a period of ten years from the date of grant the options expire. Options are forfeited if the employee leaves the Group before the options vest. 
The total options granted during the year was 113,000 (2022: 45,000), with a weighted average exercise price of $12.93 and fair value of $4.79 at the grant date. No options were exercised in the period and 26,250 were forfeited. The weighted average remaining contractual term is 3 years. The number options outstanding as at 31 December 2023 under this plan was 430,373 (2022: 384,623).
The Company recognised expenses of £31,323 (2022: £65,508) related to the Share Incentive Plan share-based payment transactions in the year.
The inputs to the Black-Scholes model are as follows: 



2023
2022

Weighted average share price
$4.79
$3.92

Weighted average exercise price
$12.93
$10

Expected volatility
55%
57.5%

Expected life
3 years 
3 years

Risk-free rate
0.91%
1.36%

Page 27


 
OPTIMIZELY LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

Plan 2 – Performance share plan
This scheme was introduced on 21 March 2019. In accordance with the terms of the plan, if certain performance conditions are met, then certain employees may be granted ordinary B Bonus shares in Epsilon Group New Holdings Limited. The number of shares granted is fixed, and the grant of all shares is triggered once all performance measures approved by the shareholders at a previous annual general meeting are met. These performance measures include continued service and improvements in share price. The shares are subscribed at a price of $0.71 per share. All shares granted vest in 5 equal tranches on each anniversary of the grant date. There were no options granted during the year for this plan (2022: nil). The number options outstanding as at 31 December 2023 under this plan was 580,887 (2022: 580,887).
The Company recognised expenses of £36,451 (2022: £19,764) related to the share-based payment transactions in the year.
The inputs into the Black-Scholes model are as follows: 




2023
2022

Weighted average share price
$4.67
$4.62

Weighted average exercise price
$0.71
$0.71

Expected volatility
55%
55%

Expected life
3 years
3 years

Risk-free rate
1.60%
1.60%

Plan 3 – Loan funded share purchase
This scheme was introduced on 21 March 2019. In accordance with the terms of the plan, certain employees may purchase shares using limited recourse loans. Under the terms of the loans, Epsilon Group New Holdings Limited only has recourse to shares purchased by the employee. The loans are deemed to be options and are exercisable at a price based on the market value of the share at grant date plus interest accrued to exercise date. All shares granted vest in 5 equal tranches on each anniversary of the grant date. There were no options granted during the year for this plan (2022: nil). The number of options outstanding as at 31 December 2023 under this plan were nil (2022: 1,452,073).
The Company recognised expenses of £NIL (2022: £200,727) related to the share-based payment transactions in the year.
The inputs into the Monte Carlo model are as follows: 




2023
2022

Weighted average share price
$4.21
$3.95

Weighted average exercise price
$2.62
$2.99

Expected volatility
55%
55%

Expected life
3 years
3 years

Risk-free rate
1.60%
1.60%

Page 28


 
OPTIMIZELY LTD
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

19.


Commitments under operating leases

At 31 December 2023 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2023
2022
£
£


Not later than one year
389,993
406,876

389,993
406,876


20.


Controlling party

Epsilon Group New Holdings Limited 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 3rd Floor, 37 Esplanade, St Helier, Jersey, JE1 1AD, Channel Islands.


21.


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 29