Bomgar_UK_Limited - Accounts


Bomgar UK Limited
Financial Statements
For Filing with Registrar
For the year ended 31 December 2019
Company Registration No. 07589591 (England and Wales)
Bomgar UK Limited
Company Information
Directors
J K Seebeck
V Moulden
(Appointed 17 June 2019)
M Dircks
(Appointed 17 June 2019)
Company number
07589591
Registered office
Building One
Trident Business Park
Styal Road
Manchester
M22 5XB
Auditor
Moore Kingston Smith LLP
The Shipping Building
The Old Vinyl Factory
Blyth Road
Hayes
London
UB3 1HA
Bomgar UK Limited
Contents
Page
Balance sheet
1
Notes to the financial statements
2 - 9
Bomgar UK Limited
Balance Sheet
As at 31 December 2019
31 December 2019
Page 1
2019
2018
Notes
£
£
£
£
Fixed assets
Tangible assets
4
-
278,020
Investments
5
-
24,226
-
302,246
Current assets
Debtors
6
1,614,170
401,417
Cash at bank and in hand
-
264,985
1,614,170
666,402
Creditors: amounts falling due within one year
7
-
(631,508)
Net current assets
1,614,170
34,894
Total assets less current liabilities
1,614,170
337,140
Provisions for liabilities
Deferred tax liability
8
-
17,829
-
(17,829)
Net assets
1,614,170
319,311
Capital and reserves
Called up share capital
9
100
100
Capital contribution reserve
401,093
401,093
Profit and loss reserves
1,212,977
(81,882)
Total equity
1,614,170
319,311

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

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

The financial statements were approved by the board of directors and authorised for issue on 18 December 2020 and are signed on its behalf by:
J K Seebeck
Director
Company Registration No. 07589591
Bomgar UK Limited
Notes to the Financial Statements
For the year ended 31 December 2019
Page 2
1
Accounting policies
Company information

Bomgar UK Limited is a private company limited by shares incorporated in England and Wales. The registered office is Building One, Trident Business Park, Styal Road, Manchester, M22 5XB.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) Section 1A small entities and the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest pound.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below and remain unchanged from the prior year.

1.2
Going concern

The company transferred its activity, assets and liabilities to Avecto Limited, its immediate parent company, on 1 January 2019. The company has not traded during the financial year ended 31 December 2019, and is not expected to trade in the foreseeable future. The company has no external liabilities and a positive balance sheet, therefore these financial statements have been prepared on a going concern basis.true

1.3
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes. Turnover is recognised in line with provision of these services.

 

All of the company's turnover is derived from outside the UK.

1.4
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Fixtures and fittings
20% - 30% Straight line
Computer equipment
20% - 30% Straight line
Leasehold improvements
20% - 30% Straight line
Office equipment
20% - 30% Straight line
1.5
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

Bomgar UK Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2019
1
Accounting policies
(Continued)
Page 3
1.6
Cash at bank and in hand

Cash at bank and in hand are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.7
Financial instruments

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

 

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

 

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

Basic financial assets

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

Classification of financial liabilities

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

Basic financial liabilities

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

 

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

 

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

1.8
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.9
Taxation

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

Bomgar UK Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2019
1
Accounting policies
(Continued)
Page 4
Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.10
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.11
Retirement benefits

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

1.12
Share-based payments

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black-Scholes option pricing model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

Bomgar UK Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2019
1
Accounting policies
(Continued)
Page 5

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

 

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

1.13
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to income on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease asset are consumed.

1.14
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation are included in the profit and loss account for the period.

1.15

Holiday pay accrual

A liability is recognised to the extent of any unused holiday pay entitlement which has accrued at the balance sheet date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the balance sheet date.

2
Judgements and key sources of estimation uncertainty

No significant judgements or estimates were used in the preparation of these financial statements.

3
Employees

The average monthly number of persons (including directors) employed by the company during the year was nil (2018 - 31).

Bomgar UK Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2019
Page 6
4
Tangible fixed assets
Leasehold improvements
Fixtures and fittings
Computer equipment
Office equipment
Total
£
£
£
£
£
Cost
At 1 January 2019
205,594
28,800
181,403
8,116
423,913
Disposals
(205,594)
(28,800)
(181,403)
(8,116)
(423,913)
At 31 December 2019
-
-
-
-
-
Depreciation and impairment
At 1 January 2019
23,907
5,929
111,478
4,579
145,893
Eliminated in respect of disposals
(23,907)
(5,929)
(111,478)
(4,579)
(145,893)
At 31 December 2019
-
-
-
-
-
Carrying amount
At 31 December 2019
-
-
-
-
-
At 31 December 2018
181,687
22,871
69,925
3,537
278,020
5
Fixed asset investments
2019
2018
£
£
Investments
-
24,226

 

Movements in fixed asset investments
Shares in group undertakings
£
Cost or valuation
At 1 January 2019
24,226
Disposals
(24,226)
At 31 December 2019
-
Carrying amount
At 31 December 2019
-
At 31 December 2018
24,226

As part of a group restructuring, the company sold its investment in Bomgar France SARL and Bomgar Germany GmBH to its immediate parent company, Avecto Limited.

Bomgar UK Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2019
Page 7
6
Debtors
2019
2018
Amounts falling due within one year:
£
£
Amounts due from group undertakings
1,614,170
136,575
Other debtors
-
74,316
Prepayments and accrued income
-
186,558
1,614,170
397,449
2019
2018
Amounts falling due after more than one year:
£
£
Prepayments and accrued income
-
3,968
Total debtors
1,614,170
401,417

Amounts owed from group undertakings are unsecured, repayable on demand and interest free.

7
Creditors: amounts falling due within one year
2019
2018
£
£
Trade creditors
-
27,677
Corporation tax
-
6,649
Other taxation and social security
-
129,252
Accruals and deferred income
-
467,930
-
631,508
8
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Liabilities
Liabilities
2019
2018
Balances:
£
£
Origination and reversal of timing differences
-
17,829
Bomgar UK Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2019
8
Deferred taxation
(Continued)
Page 8
2019
Movements in the year:
£
Liability at 1 January 2019
17,829
Credit to profit or loss
(17,829)
Liability at 31 December 2019
-
9
Called up share capital
2019
2018
£
£
Ordinary share capital
Issued and fully paid
100 Ordinary shares of £1 each
100
100
100
100
10
Audit report information

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

The auditor's report was unqualified.

The senior statutory auditor was Mahmood Ramji.
The auditor was Moore Kingston Smith LLP.
11
Operating lease commitments
Lessee

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

2019
2018
£
£
Within one year
112,000
112,000
Between two and five years
261,333
373,333
373,333
485,333

The lease obligations are being met by the company's immediate parent company, Avecto Limited.

Bomgar UK Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2019
Page 9
12
Parent company

The company's immediate parent undertaking is Avecto Limited, a company incorporated in England and Wales. The company's ultimate parent and controlling undertaking is Wrigley Holdings L.P, a limited liability partnership in the United States of America.

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