REGISTERED NUMBER:
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CARBONITE (UK) LIMITED |
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Financial Statements |
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for the Year Ended 31 December 2020 |
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REGISTERED NUMBER:
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CARBONITE (UK) LIMITED |
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Financial Statements |
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for the Year Ended 31 December 2020 |
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CARBONITE (UK) LIMITED (REGISTERED NUMBER: 04984118) |
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Contents of the Financial Statements |
for the year ended 31 December 2020 |
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Page |
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Company Information | 1 |
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Balance Sheet | 2 |
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Notes to the Financial Statements | 3 | to | 8 |
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CARBONITE (UK) LIMITED |
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Company Information |
for the year ended 31 December 2020 |
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DIRECTORS: |
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REGISTERED OFFICE: |
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REGISTERED NUMBER: |
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AUDITORS: |
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First Floor |
Saggar House |
Princes Drive |
Worcester |
WR1 2PG |
CARBONITE (UK) LIMITED (REGISTERED NUMBER: 04984118) |
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Balance Sheet |
31 December 2020 |
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2020 | 2019 |
Notes | £ | £ |
FIXED ASSETS |
Tangible assets | 4 |
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CURRENT ASSETS |
Debtors | 5 |
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Cash at bank |
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CREDITORS |
Amounts falling due within one year | 6 | ( |
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NET CURRENT ASSETS |
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TOTAL ASSETS LESS CURRENT
LIABILITIES |
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PROVISIONS FOR LIABILITIES | 8 | ( |
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NET ASSETS |
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CAPITAL AND RESERVES |
Called up share capital |
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Other reserves | 9 |
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Retained earnings | 9 |
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SHAREHOLDERS' FUNDS |
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In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered. |
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The financial statements were approved by the Board of Directors and authorised for issue on
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CARBONITE (UK) LIMITED (REGISTERED NUMBER: 04984118) |
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Notes to the Financial Statements |
for the year ended 31 December 2020 |
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1. | STATUTORY INFORMATION |
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Carbonite (UK) Limited is a
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2. | ACCOUNTING POLICIES |
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Basis of preparing the financial statements |
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention. |
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Going concern |
At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements. |
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In addition, the company has the support of its ultimate shareholder Open Text Corporation. Open Text Corporation have indicated that support is ongoing and will not be withdrawn within 12 months from 18 August 2021. |
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Turnover |
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
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The revenue relating to software support maintenance is deferred and recognised equally over the term of the support contract. |
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Tangible fixed assets |
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Fixtures and fittings | - |
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Computer equipment | - |
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Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
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Current or deferred taxation assets and liabilities are not discounted. |
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Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
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CARBONITE (UK) LIMITED (REGISTERED NUMBER: 04984118) |
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Notes to the Financial Statements - continued |
for the year ended 31 December 2020 |
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2. | ACCOUNTING POLICIES - continued |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
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Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
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Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
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Foreign currencies |
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
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Pension costs and other post-retirement benefits |
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate. |
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Employee benefits |
Share-based payment transactions |
The Company is part of a Group incentive plan where key personnel includes the award of options to buy Open Text Corporation Common Shares. The Company recognises and measures its share-based payment expense on the basis of a reasonable allocation of the expense recognised for the group. |
Where the Company has granted rights to equity instruments of its parent to employees, such arrangements are accounted for as cash-settled share-based payment arrangements. In such instances a capital contribution is recognised when the parent satisfies the Company's obligation. |
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Stock options |
The grant date fair value of share-based payments awards granted to employees is recognised as an employee expense, with a corresponding increase in equity over the period in which the employees become unconditionally entitled to the award. The fair value of the awards granted is measured based on using an option valuation model, taking into account the terms and conditions upon which the awards were granted. The amount recognised as an expense is adjusted to reflect the actual number of awards for which the related service and no-market vesting conditions are expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards that do meet the related service and non-market performance conditions at the vesting date. |
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Employee stock purchase plan |
Eligible employees are allowed to purchase Open Text shares through payroll deductions at a discounted rate. |
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Long-term incentive plans |
Performance Share Units (PSUs) and Restricted Share Units (RSUs) have been measured at fair value as of the effective date, and will be charged to share-based compensation expense over the remaining life of the plan. |
CARBONITE (UK) LIMITED (REGISTERED NUMBER: 04984118) |
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Notes to the Financial Statements - continued |
for the year ended 31 December 2020 |
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2. | ACCOUNTING POLICIES - continued |
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Provisions |
A provision is recognised in the balance sheet when the Company has a present legal or constructive obligation as a result of a past event, that can be reliably measured and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are recognised at the best estimate of the amount to settle the obligation at the reporting date. |
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Leasing commitments |
Rentals paid under operating leases are charged to the profit and loss account on a straight line basis over the period of the lease. |
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3. | EMPLOYEES AND DIRECTORS |
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The average number of employees during the year was
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4. | TANGIBLE FIXED ASSETS |
Fixtures |
and | Computer |
fittings | equipment | Totals |
£ | £ | £ |
COST |
At 1 January 2020 |
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Additions |
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Disposals | ( |
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At 31 December 2020 |
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DEPRECIATION |
At 1 January 2020 |
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Charge for year |
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Eliminated on disposal | ( |
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At 31 December 2020 |
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NET BOOK VALUE |
At 31 December 2020 |
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At 31 December 2019 |
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CARBONITE (UK) LIMITED (REGISTERED NUMBER: 04984118) |
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Notes to the Financial Statements - continued |
for the year ended 31 December 2020 |
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5. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2020 | 2019 |
£ | £ |
Amounts owed by group undertakings |
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Sundry debtors |
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VAT |
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Prepayments |
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6. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2020 | 2019 |
£ | £ |
Trade creditors |
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Tax |
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Sundry creditor | - | 277,446 |
Accrued expenses |
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7. | LEASING AGREEMENTS |
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Minimum lease payments under non-cancellable operating leases fall due as follows: |
2020 | 2019 |
£ | £ |
Within one year |
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Between one and five years |
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These non-cancellable operating leases have been accrued for within the year as a restructuring provision. This amount is shown in other provisions. |
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8. | PROVISIONS FOR LIABILITIES |
2020 | 2019 |
£ | £ |
Deferred tax | 78 | 7,630 |
Other provisions | 275,628 | - |
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CARBONITE (UK) LIMITED (REGISTERED NUMBER: 04984118) |
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Notes to the Financial Statements - continued |
for the year ended 31 December 2020 |
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8. | PROVISIONS FOR LIABILITIES - continued |
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Restructur |
Deferred | ing |
tax | provision |
£ | £ |
Balance at 1 January 2020 |
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Provided during year |
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Credit to Income Statement during year | ( |
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Balance at 31 December 2020 |
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Included in restructuring provision, £64,044 relates to the estimated cost of restoration of leasehold premises back to its original condition at the end of the lease term. These costs are expected to be incurred in fiscal year 2023. |
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9. | RESERVES |
Retained | Other |
earnings | reserves | Totals |
£ | £ | £ |
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At 1 January 2020 |
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1,955,197 |
Deficit for the year | ( |
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Capital contribution from |
parent company | - | 277,446 | 277,446 |
Adjustment in respect of |
new employee share schemes | - | 45,096 | 45,096 |
At 31 December 2020 |
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2,235,958 |
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Following the acquisition of the ultimate parent company Carbonite Inc by Open Text Corporation on 24 December 2019, the company’s share options were cancelled. At the date of acquisition the fair value of the share options totalled £479,384. Cancellation of the share options are treated as an acceleration of the vesting period and as a result a capital contribution of £277,446 has been recognised within other reserves. |
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10. | DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006 |
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The Report of the Auditors was unqualified. |
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for and on behalf of
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11. | RELATED PARTY DISCLOSURES |
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The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
CARBONITE (UK) LIMITED (REGISTERED NUMBER: 04984118) |
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Notes to the Financial Statements - continued |
for the year ended 31 December 2020 |
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12. | ULTIMATE CONTROLLING PARTY |
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The Immediate parent undertaking is Carbonite (France) S.A.S, a company registered and incorporated in France. Consolidated accounts are obtainable from Coeur Défense Tour B, Étage 30, 100 Esplanade du Général de Gaulle, Courbevoie 92400, France. |
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The Ultimate parent undertaking and its controlling party is Open Text Corporation, a company registered and incorporated in Canada at 275 Frank Tompa Drive, Waterloo, Ontario, N2L 0A1. The consolidated financial statements can be found at www.opentext.com. |