Digital River UK Limited - Limited company accounts 18.2

REGISTERED NUMBER: 05788465 (England and Wales)

REPORT OF THE DIRECTOR AND

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2018

FOR

DIGITAL RIVER UK LIMITED

Page

Company Information

1

Report of the Director

2

Report of the Independent Auditors

3

Income Statement

5

Balance Sheet

6

Notes to the Financial Statements

7

DIRECTOR:

Mr Kristopher Thomas Schmidt

REGISTERED OFFICE:

125 Wood Street

London

EC2V 7AW

REGISTERED NUMBER:

05788465 (England and Wales)

AUDITORS:

Durrants, Chartered Accountants

Chartered Accountants & Statutory Auditor

24 Wellington Business Park

Dukes Ride

Crowthorne

Berkshire

RG45 6LS

The director presents his report with the financial statements of the company for the year ended 31 December 2018.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of global e-commerce solutions for software consumer

technology.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

Mr Kristopher Thomas Schmidt has held office during the whole of the period from 1 January 2018 to the date of this report.

Other changes in directors holding office are as follows:

Mr Marco Vergani - resigned 22 October 2018

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Report of the Director and the financial statements in accordance with applicable law

and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected

to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom

Accounting Standards and applicable law). Under company law the director must not approve the financial statements unless he is

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 director is required to:

-	select suitable accounting policies 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 director is 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 enable him to ensure that

the financial statements comply with the Companies Act 2006. He is 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of

which the company's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to

make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Durrants, Chartered Accountants, will be proposed for re-appointment at the forthcoming Annual General Meeting.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

Mr Kristopher Thomas Schmidt - Director

25 September 2019

Opinion

We have audited the financial statements of Digital River UK Limited (the 'company') for the year ended 31 December 2018 which

comprise the Income Statement, Balance Sheet and Notes to the Financial Statements, including a summary of significant

accounting policies. The 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 2018 and of its profit 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 UK, including the FRC'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

We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where:

-	the director's use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or

-

the director has not disclosed in the financial statements any identified material uncertainties that may cast significant doubt
about the company's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months
from the date when the financial statements are authorised for issue.

Other information

The director is responsible for the other information. The other information comprises the information in the Report of the

Director, but does not include the financial statements and our Report of the Auditors thereon.

Our 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.

In connection with our audit of the financial statements, 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

audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material

misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material

misstatement of the other information. 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.

Opinions 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 Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Director has 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 Report of the Director.

We have nothing to report in respect of the following matters where 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 director's remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit; or

-	the director was not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Director.

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page two, the director is 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 director determines 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 director is 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 director either

intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

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 a Report of the Auditors 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.

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 Report of the Auditors.

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

2006. Our 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 a Report of the Auditors 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.

Ian Bessant ACA (Senior Statutory Auditor)

for and on behalf of Durrants, Chartered Accountants

Chartered Accountants & Statutory Auditor

24 Wellington Business Park

Dukes Ride

Crowthorne

Berkshire

RG45 6LS

25 September 2019

TURNOVER

5,131,911

6,782,625

Administrative expenses

4,655,626

6,300,663

476,285

481,962

Other operating income

-

(1,374

)

OPERATING PROFIT

476,285

480,588

Interest receivable and similar income

177

32

PROFIT BEFORE TAXATION

476,462

480,620

Tax on profit

125,515

98,518

PROFIT FOR THE FINANCIAL YEAR

350,947

382,102

FIXED ASSETS

Tangible assets

4

170,699

235,232

CURRENT ASSETS

Debtors

5

3,014,869

2,419,737

Cash in hand

1,386

45,183

3,016,255

2,464,920

CREDITORS

Amounts falling due within one year

6

506,779

385,470

NET CURRENT ASSETS

2,509,476

2,079,450

TOTAL ASSETS LESS CURRENT LIABILITIES

2,680,175

2,314,682

PROVISIONS FOR LIABILITIES

29,287

14,741

NET ASSETS

2,650,888

2,299,941

CAPITAL AND RESERVES

Called up share capital

1,000

Retained earnings

2,649,888

2,298,941

SHAREHOLDERS' FUNDS

2,650,888

2,299,941

The financial statements have been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

The financial statements were approved by the director on 25 September 2019 and were signed by:

Mr Kristopher Thomas Schmidt - Director

1.	STATUTORY INFORMATION

Digital River UK Limited is a private company, limited by shares , registered in England and Wales. The company's registered

number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

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.

Related party exemption

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.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value

added tax and other sales taxes.

Tangible fixed assets

Tangible fixed assets are measured at cost less accumulative depreciation and any accumulative impairment losses.

Depreciation is provided on all tangible fixed assets at rates calculated to write off the cost, less estimated residual value, of

each asset over its expected useful life, as follows:

Plant and machinery: at variable rates on a reducing balance basis

Leasehold improvements: over the life of the lease on a straight line basis

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.

Current or deferred taxation assets and liabilities are not discounted.

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.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet

date.

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.

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.

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.

Hire purchase and leasing commitments

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

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.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 41 (2017 - 56 ) .

4.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

£

COST

At 1 January 2018

370,556

Additions

2,122

At 31 December 2018

372,678

DEPRECIATION

At 1 January 2018

135,324

Charge for year

66,655

At 31 December 2018

201,979

NET BOOK VALUE

At 31 December 2018

170,699

At 31 December 2017

235,232

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31/12/18

31/12/17

£

Amounts owed by group undertakings

2,727,414

1,956,128

Other debtors

287,455

463,609

3,014,869

2,419,737

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31/12/18

31/12/17

£

Trade creditors

(140,701

)

(24,549

)

Taxation and social security

108,332

102,810

Other creditors

539,148

307,209

506,779

385,470

7.	OTHER FINANCIAL COMMITMENTS

Total financial commitments, guarantees and contingencies which are not included in the balance sheet amount to

£377,758 (2017: £533,379).

On 15 July 2019 the company surrendered its existing lease for the UK office and paid a surrender premium of

£150,806.50. A new lease was entered into on 15 July 2019 with an annual rental of £75,570 which expires on 14 July 2022.

A further clause in the surrender document requires a second surrender premium of £189,364 to be paid if the landlord has

not entered into a new lease of the old premises by 30 June 2020.

8.	POST BALANCE SHEET EVENTS

See note 7.

9.	ULTIMATE CONTROLLING PARTY

The Company is a subsidiary undertaking of Digital River Ireland, Ltd. The ultimate parent company is Danube Private

Holdings II, LLC.

The largest group in which the results of the Company are consolidated is that headed by Danube Private Holdings II, LLC

incorporated in the United States of America. No other group financial statements include the results of the Digital River

UK Limited.

The consolidated financial statements of Danube Private Holdings II, LLC are available to the public at 10380 Bren Road

West, Minnetonka, MN 55343-9072 USA.