ACCOUNTS - Final Accounts


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Registered number: 09105691










WATER BABIES GROUP LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JULY 2019

 
WATER BABIES GROUP LIMITED
 
 
COMPANY INFORMATION


Directors
L E P Thompson 
S C Franks 
R D Pocock 
J French (resigned 31 October 2018)
P J Tracey 
Z  L Howorth (appointed 1 November 2018)
P A Grimes (appointed 20 September 2019)




Company secretary
Hammett Associates Limited



Registered number
09105691



Registered office
205 High Street

Honiton

Devon

EX14 1LQ




Independent auditors
Haysmacintyre LLP

10 Queen Street Place

London

EC4R 1AG




Bankers
Coutts & Co
440 Strand

London

WC2R 0QS





 
WATER BABIES GROUP LIMITED
 

CONTENTS



Page
Group Strategic Report
1 - 3
Directors' Report
4 - 6
Independent Auditors' Report
7 - 8
Consolidated Statement of Comprehensive Income
9
Consolidated Balance Sheet
10
Company Balance Sheet
11
Consolidated Statement of Changes in Equity
12
Company Statement of Changes in Equity
13
Consolidated Statement of Cash Flows
14 - 15
Notes to the Financial Statements
16 - 33


 
WATER BABIES GROUP LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 JULY 2019

Business review
 
The directors are pleased to present the results for the year ended 31 July 2019. During the period the directors have continued to drive forward key strategic decisions to ensure that the Group is aligned with the growth aspirations of the Board.

During the year the directors oversaw the final stages of the organisational transformation project which has now been completed and the required personnel are in place for the next exciting period of growth. The success of this project will continue to be monitored on a rolling basis to ensure that the Group has the right structure and resources in place to capture future potential growth opportunities.

The directors have also elected to provide against the pool project costs incurred during the year as although they consider the project to have potential and value to the company, the recognition of FRS102 may not be met. The impairment charge was £171,246 and is included within the consolidated statement of comprehensive income on page 8.

In line with last year’s decision to put on hold further development of the WaterBumps business, with a view to integrate this business in the future direction of the Group at the appropriate time to realise the potential positive impact, the results of the business are classified as discontinued in the group income statement
 
The table below separates out the items above and one off and other exceptional items. This reflects the presentation of the results of the group as reviewed by management and will allow a better understanding of the recurring financial performance of the group.

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Exceptional items represent various administration expenses incurred in the period which the directors consider to be nonrecurring items, and outside the normal course of business. For internal management reporting purposes they are considered exceptional one off items, however for statutory purposes they are included within administration expenses in the statement of comprehensive income. 

The EBITDA after exceptionals for the group’s continuing activities remain positive at £1,126,000. There have been significant operational investments in the business across the group companies of £603,000 during the year and this would have the effect of revising the underlying adjusted profit figure to £1,729,000. The underlying adjusted profit for the prior period of £1,160,000 can be
revised by £438,000 to reflect the net operational investments in the prior period giving a figure of £1,598,000. When comparing these revised underlying adjusted profit figures, there has been an increase of 8%. 

This underlying investment has been focused on the fundamentals of the business to position the group to achieve long term sustainable growth both in the core business and our international expansion.  
Page 1

 
WATER BABIES GROUP LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2019


The directors classify certain costs included in the statutory income statement as "operational investments".   These are cost incurred over a 12 month period where a future revenue generation is forecasted. After this initial period the costs either become part of the underlying costs structure or ceased as no potential positive impact is has been created.  

The pre-tax profits attributable to the owners of the parent company have returned to a positive position of £279k. This is an increase of 158% when compared to the prior period. The directors are pleased with these results with the strategic investments beginning to produce the positive effects that were forecast at the outset. These will continue to be monitored in an ever changing market place to ensure a strong financial base from which the business can continue its strategic growth plans.

The group's balance sheet position remains positive and has seen a level of improvement during the year. The group will continue to add strength to the balance sheet going forward.

Future developments

In July 2019 we refreshed our entire look and feel; from a tweaked logo to new iconography, premium imagery and a shiny new website. Our new branding has been carefully considered to reflect our vision, our values and put the limelight on the people who make us truly amazing – our teachers. 

Our marketing strategy model has changed significantly focusing on acquisition through influencer strategies, partnership development and renewed digital plans, all aimed at our millennial mums and dads. We introduced our new Water Babies Learn series to YouTube, where we teach water confidence and safety skills, for carers to practice at home with their little ones, in the bath or even the kitchen sink!

Overseas growth focus is on continuing our roll out in our overseas territories with a focus on establishing a market foothold in the territories where we already operate. This does not however restrict responses to further enquiries from other countries and each opportunity will be investigated in detail to ensure that a good fit is established with the strategic growth of the international side of the business. 



Principal risks and uncertainties
 
The following risks are those that the directors consider to be the principal risks and uncertainties that the group is subject to:

Economic environment - should the UK experience a prolonged economic recession there is a risk that consumers may reduce spending, which could reduce demand for the group's products. Management seek to reduce this risk by continuing to expand the group's product
range and geographical scope to reduce the risk of overdependence.

Joint venture risk - there is a risk that new franchisees or planned joint venture or master franchise arrangements do not succeed as planned. Management seek to reduce this risk by working closely with partners, franchisees and master franchisors in order to train and
integrate them in to the Water Babies business.

Liquidity risk - liquidity risk is the risk that the group is unable to meet its obligations under financial liabilities. Management seek to
manage risk by preparing cash flow forecasts and budgets against which performance and cash flows are reviewed, predicted and
controlled.

Credit risk - credit risk is the risk that a franchisee is unable to pay the balances it owes the group. Management seek to reduce this risk
through the implementation of a system of credit controls and by working with franchisees to ensure cash flows are managed.

Page 2

 
WATER BABIES GROUP LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2019

Financial key performance indicators
 
Management review a series of key performance indicators on a monthly basis.  These are:



2019
2018

Turnover growth
 3%
0.6%

Continuing adjusted profit
£1,162,000
£1,148,000

Continuing adjusted profits before investments
£1,753,000
£1,586,000

Number of babies swimming
53,284
51,135
 




This report was approved by the board on 6 February 2020 and signed on its behalf.



................................................
L E P Thompson
Director

Page 3

 
WATER BABIES GROUP LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 JULY 2019

The directors present their report and the financial statements for the year ended 31 July 2019.

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 the Group and of the profit or loss of the Group for that period.

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


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

make judgments 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 Group 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 the Group 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Principal activity

The company is a holding company for the Water Babies group.  The principal activity of the group in the period under review was that of franchisors. 

Results and dividends

The profit for the year, after taxation and minority interests, amounted to £307,000 (2018 - loss £603,000).

On the 20 September 2019 the company changed its name from Water Babies Bubble Limited.  

Directors

The directors who served during the year were:

L E P Thompson 
S C Franks 
R D Pocock 
J French (resigned 31 October 2018)
P J Tracey 
Z  L Howorth (appointed 1 November 2018)

Page 4

 
WATER BABIES GROUP LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2019

Future developments

In July 2019 we refreshed our entire look and feel; from a tweaked logo to new iconography, premium imagery and a shiny new website. Our new branding has been carefully considered to reflect our vision, our values and put the limelight on the people who make us truly amazing – our teachers. 

Our marketing strategy model has changed significantly focusing on acquisition through influencer strategies, partnership development and renewed digital plans, all aimed at our millennial mums and dads. We introduced our new Water Babies Learn series to YouTube, where we teach water confidence and safety skills, for carers to practice at home with their little ones, in the bath or even the kitchen sink!

Overseas growth focus is on continuing our roll out in our overseas territories with a focus on establishing a market foothold in the territories where we already operate. This does not however restrict responses to further enquiries from other countries and each opportunity will be investigated in detail to ensure that a good fit is established with the strategic growth of the international side of the business. 

Employee involvement

Enter text here - user input

Matters covered in the strategic report

The group's business review, review of future developments, information on risks and uncertainties and key performance indicators are provided in the Strategic report.

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 and the Group'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 and the Group's auditors are aware of that information.

Post balance sheet events

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


Going concern

The group has performed in line with expectations in the year, and the growth achieved has allowed for the further strengthening of the group's balance sheet and available resources.  As a consequence, the directors believe that the group is well placed to continue to manage its business risks and future growth.

After reviewing forecasts and having made appropriate enquiries, the directors have an expectation that the company and group have adequate resources to continue in operational existence for the foreseeable future.  Accordingly they continue to adopt the going concern basis in preparing the annual report and financial statements. 

Auditors

The auditorsHaysmacintyre LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Page 5

 
WATER BABIES GROUP LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2019

This report was approved by the board on 6 February 2020 and signed on its behalf.
 



................................................
L E P Thompson
Director

Page 6

 
WATER BABIES GROUP LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WATER BABIES GROUP LIMITED
 

Opinion
We have audited the financial statements of Water Babies Group Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 July 2019, which comprise the Group Statement of Comprehensive Income, the Group and Company Balance Sheets, the Group Statement of Cash Flows, the Group and Company 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 Group's and of the parent Company's affairs as at 31 July 2019 and of the Group's 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 Group 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
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 directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or

the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the Group's or the parent 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 directors are responsible for the other information. The other information comprises the information included in the Annual Report, other than the financial statements and our Auditors' Report 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 statementsour 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.

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 Group 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 Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Page 7

 
WATER BABIES GROUP LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WATER BABIES GROUP LIMITED (CONTINUED)


Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or

the parent Company 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 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 Group's and the parent 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 Group or the parent Company or to cease operations, or have 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 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.

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 shareholders, 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 shareholders 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 shareholders, as a body, for our audit work, for this report, or for the opinions we have formed.




Jeremy Beard (Senior Statutory Auditor)
for and on behalf of
Haysmacintyre LLP
Statutory Auditors
10 Queen Street Place
London
EC4R 1AG

6 February 2020
Page 8

 
WATER BABIES GROUP LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 JULY 2019

Continuing operations
Discontinued operations
Total
Continuing operations
Discontinued operations
Total
2019
2019
2019
2018
2018
2018
Note
£000
£000
£000
£000
£000
£000

  

Turnover
 4 
6,598
-
6,598
6,347
51
6,398

Cost of sales
  
(2,094)
-
(2,094)
(2,326)
(88)
(2,414)

Gross profit
  
4,504
-
4,504
4,021
(37)
3,984

Administrative expenses
  
(3,875)
-
(3,875)
(3,395)
(540)
(3,935)

Amortisation of goodwill on consolidation
  
(240)
-
(240)
(240)
-
(240)

Other operating income
 5 
2
-
2
1
-
1

Other operating charges
  
15
-
15
15
-
15

Impairment of intangible assets
  
(171)
-
(171)
(343)
-
(343)

Operating profit/(loss)
 6 
235
-
235
59
(577)
(518)

Interest receivable and similar income
 10 
7
-
7
1
-
1

Interest payable and expenses
 11 
(29)
-
(29)
-
-
-

Profit/(loss) before taxation
  
213
-
213
60
(577)
(517)

Tax on profit/(loss)
 12 
33
(4)
29
(215)
90
(125)

Profit/(loss) for the financial year
  
246
(4)
242
(155)
(487)
(642)

Profit/(loss) for the year attributable to:
  

Non-controlling interests
  
(65)
-
(65)
(39)
-
(39)

Owners of the parent Company
  
307
-
307
(603)
-
(603)

  
242
-
242
(642)
-
(642)

There were no recognised gains and losses for 2019 or 2018 other than those included in the consolidated statement of comprehensive income.

Page 9

 
WATER BABIES GROUP LIMITED
REGISTERED NUMBER: 09105691

CONSOLIDATED BALANCE SHEET
AS AT 31 JULY 2019

2019
2019
2018
2018
Note
£000
£000
£000
£000

Fixed assets
  

Intangible assets
 15 
1,831
1,823

Tangible assets
 16 
1,564
1,203

  
3,395
3,026

Current assets
  

Stock
 18 
210
269

Debtors: amounts falling due within one year
 19 
2,335
1,979

Current asset investments
 20 
5
5

Cash at bank and in hand
 21 
1,207
451

  
3,757
2,704

Creditors: amounts falling due within one year
 22 
(1,668)
(1,347)

Net current assets
  
 
 
2,089
 
 
1,357

Total assets less current liabilities
  
5,484
4,383

Creditors: due after more than one year
 23 
(2,195)
(1,393)

Provision for deferred taxation
 27 
(132)
(82)

Net assets
  
3,157
2,908


Capital and reserves
  

Called up share capital 
 28 
110
110

Share premium account
 29 
2,267
2,267

Foreign exchange reserve
 29 
5
(2)

Profit and loss account
 29 
879
572

Equity attributable to owners of the parent Company
  
3,261
2,947

Non-controlling interests
  
(104)
(39)

  
3,157
2,908


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 6 February 2020.

................................................
L E P Thompson
Director

The notes on pages 16 to 33 form part of these financial statements.

Page 10

 
WATER BABIES GROUP LIMITED
REGISTERED NUMBER: 09105691

COMPANY BALANCE SHEET
AS AT 31 JULY 2019

2019
2019
2018
2018
Note
£000
£000
£000
£000

Fixed assets
  

Investments
 17 
4,344
4,344

  
4,344
4,344

Current assets
  

Debtors: amounts falling due within one year
 19 
216
256

Cash at bank and in hand
 21 
488
4

  
704
260

Creditors: amounts falling due within one year
 22 
(171)
(215)

Net current assets
  
 
 
533
 
 
45

Total assets less current liabilities
  
4,877
4,389

  

Creditors: amounts falling due after more than one year
 23 
(490)
-

  

Net assets
  
4,387
4,389


Capital and reserves
  

Called up share capital 
 28 
110
110

Share premium account
 29 
2,267
2,267

Profit and loss account brought forward
  
2,012
1,995

(Loss)/Profit for the year
  
(2)
227

Other changes in the profit and loss account

  

-
(210)

Profit and loss account carried forward
  
2,010
2,012

  
4,387
4,389


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 6 February 2020.


................................................
L E P Thompson
Director

The notes on pages 16 to 33 form part of these financial statements.

Page 11

 

 
WATER BABIES GROUP LIMITED


 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JULY 2019



Called up share capital
Share premium account
Foreign exchange reserve
Profit and loss account
Non-controlling interests
Total equity


£000
£000
£000
£000
£000
£000



At 1 August 2017
110
2,267
(1)
1,327
57
3,760



Comprehensive income for the year


Loss for the year
-
-
-
(603)
(39)
(642)


Foreign exchange loss on retranslation
-
-
(1)
-
-
(1)

Total comprehensive income for the year
-
-
(1)
(603)
(39)
(643)


Dividends: Equity capital
-
-
-
(210)
-
(210)


Non controlling interests on acquisition
-
-
-
58
(58)
-



Total transactions with owners
-
-
-
(152)
(58)
(210)





At 1 August 2018
110
2,267
(2)
572
(40)
2,907



Comprehensive income for the year


Profit for the year
-
-
-
307
(65)
242


Foreign exchange loss on retranslation
-
-
7
-
-
7

Total comprehensive income for the year
-
-
7
307
(65)
249



At 31 July 2019
110
2,267
5
879
(105)
3,156



The notes on pages 16 to 33 form part of these financial statements.

Page 12

 
WATER BABIES GROUP LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JULY 2019


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

£000
£000
£000
£000


At 1 August 2017
110
2,267
1,995
4,372


Comprehensive income for the year

Profit for the year
-
-
227
227


Contributions by and distributions to owners

Dividends: Equity capital
-
-
(210)
(210)



At 1 August 2018
110
2,267
2,012
4,389


Comprehensive income for the year

Loss for the year
-
-
(2)
(2)


At 31 July 2019
110
2,267
2,010
4,387


The notes on pages 16 to 33 form part of these financial statements.

Page 13

 
WATER BABIES GROUP LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 JULY 2019

2019
2018
£000
£000

Cash flows from operating activities

Profit/(loss) for the financial year
242
(642)

Adjustments for:

Amortisation of intangible assets
441
437

Depreciation of tangible assets
98
87

Impairments of fixed assets
-
244

Interest paid
28
-

Interest received
(8)
(1)

Taxation charge
(29)
125

Decrease/(increase) in stocks
54
(14)

(Increase) in debtors
(333)
(202)

Increase in creditors
139
40

Corporation tax received/(paid)
51
(78)

Negative goodwill
(15)
(15)

Net cash generated from operating activities

668
(19)


Cash flows from investing activities

Purchase of intangible fixed assets
(433)
(187)

Purchase of tangible fixed assets
(469)
(569)

Sale of tangible fixed assets
-
1

Purchase of fixed asset investments
-
(2)

Interest received
8
1

Net cash from investing activities

(894)
(756)

Cash flows from financing activities

New secured loans
630
-

Repayment of/new finance leases
380
-

Dividends paid
-
(210)

Interest paid
(28)
-

Net cash used in financing activities
982
(210)

Net increase/(decrease) in cash and cash equivalents
756
(985)

Cash and cash equivalents at beginning of year
451
1,436

Cash and cash equivalents at the end of year
1,207
451


Cash and cash equivalents at the end of year comprise:
Page 14

 
WATER BABIES GROUP LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2019


2019
2018

£000
£000


Cash and cash equivalents at the end of year comprise:                                                                              Cash at bank and in hand
1,207
451

1,207
451


The notes on pages 16 to 33 form part of these financial statements.

Page 15

 
WATER BABIES GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2019

1.


General information

Water Babies Group Limited is a private company limited by shares, incorporated in England and Wales. The company registration number is 09105691 and the registered office is The Bubble, 205 High Street, Honiton, Devon, EX14 1LQ. The principal activity of the company in the period under review was that of being the holding company for a group of franchisors.

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 Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 01 August 2015.

 
2.3

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the
revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable,
excluding discounts, rebates, value added tax and other sales taxes.

Revenue from franchising arrangements is recognised as earned when, and to the extent that, a right to consideration is
gained in exchange for performance under a franchising contract. It is measured at the fair value of the right to
consideration, which represents amounts chargeable to franchisees during the normal course of business net of discounts
and VAT.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have
passed to the buyer and the amount of revenue can be reliably measured.

Page 16

 
WATER BABIES GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2019

2.Accounting policies (continued)

 
2.4

Intangible assets

Goodwill on consolidation
Goodwill is the difference between amounts paid on the acquisition of a business and the fair value of the identifiable
assets and liabilities acquired. It is amortised to the Profit and Loss Account over its estimated economic life which is
considered to be ten years.

Negative goodwill
Negative goodwill arises if the amounts paid for the acquisition of a business are less than the fair value of the net assets
acquired. Negative goodwill is released to the income statement over three years from acquisition date.

Registered trade mark costs
Registered trade mark costs are the aggregate of amounts paid in connection with the creation, enhancement,
preservation and maintenance of registered trade marks and are being amortised evenly over the remainder of each
registered trade mark's useful life. Each registered trade mark's useful life is considered to be equivalent to the current
period of trade mark registration. Trade mark costs which do not meet the asset recognition criteria of FRS 102 are
expensed as incurred.

Database & Extranet
Database (the term used for the aggregate of amounts paid in connection with the creation of a computer software
database), costs are being amortised evenly over their estimated useful life of three years. Extranet (the term for the
company's computer networks), costs are being amortised evenly over their estimated useful life of ten years.

Website
Website, the term used for the aggregate of amounts paid in connection with the creation of a new internet website, is
being amortised evenly over its estimated useful life of three years.

Development
The development asset represents costs capitalised during the course of development of the group's own
aquatic centres. The centres are not yet ready for use and therefore are not subject to amortisation.

 
2.5

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, as follows:.

Depreciation is provided on the following basis:

Freehold property
-
2% On cost
Short-term leasehold property
-
10% On cost
Motor vehicles
-
25% reducing balance
Office equipment
-
25% Reducing balance
Computer equipment
-
33% Reducing balance
Other fixed assets
-
10% 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 the Consolidated Statement of Comprehensive Income.

Page 17

 
WATER BABIES GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2019

2.Accounting policies (continued)

 
2.6

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.

 
2.7

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.8

Stock

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and
sell. Cost is based on the cost of purchase on a weighted average basis.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its
selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss. 

 
2.9

Debtors

Short term debtors are measured at transaction price, less any impairment.

 
2.10

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not
more than 24 hours. The group does not currently hold any cash equivalents. 

 
2.11

Financial instruments

The Group only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, and loans from banks. 

 
2.12

Creditors

Short term creditors are measured at the transaction price.  

Page 18

 
WATER BABIES GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2019

2.Accounting policies (continued)

 
2.13

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.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

 
2.14

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to the Consolidated Statement of Comprehensive Income on a straight line basis over the lease term.

 
2.15

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in the Consolidated Statement of Comprehensive Income 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 Group in independently administered funds.

 
2.16

Interest income

Interest income is recognised in the Consolidated Statement of Comprehensive Income using the effective interest method.

Page 19

 
WATER BABIES GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2019

2.Accounting policies (continued)

 
2.17

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income, except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Balance Sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the
amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses
during the year. The nature of estimation means that actual outcomes could differ from those estimates.

The following judgements and estimates have had the most significant effect on amounts recognised in the financial
statements:

Revenue recognition - the recognition of income received under franchise agreements may require management to make
judgements as to how the amounts received reflect the purpose for which the fees were charged and accordingly how income
should be recognised. Where amounts received include both elements relating to the current period and future periods,
management may be required to make judgements as to how to recognise and defer income.

Impairment testing - management must review tangible, intangible and current assets for evidence of impairment.
Management perform impairment tests when evidence of impairment is apparent. Where evidence of impairment is unclear,
management must make suitable estimates of the likelihood as to carrying values of fixed assets and recoverability of current
assets. 

Page 20

 
WATER BABIES GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2019

4.


Turnover

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

ole5e7f.png


5.


Other operating income

2019
2018
£000
£000

Other operating income
2
1

2
1



6.


Operating profit/(loss)

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

2019
2018
£000
£000

Amortisation of goodwill
240
240

Exchange differences
(30)
(2)

Lease expense
130
104

Depreciation of tangible fixed assets
98
87

Amortisation of intangible fixed assets
426
422

Impairment
171
343

Defined contribution pension cost
29
27

Page 21

 
WATER BABIES GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2019

7.


Auditors' remuneration

2019
2018
£000
£000


Fees payable to the Group's auditor and its associates for the audit of the Group's annual financial statements
24
19


Fees payable to the Group's auditor in respect of:


Taxation compliance services
7
6

Other services relating to taxation
5
2

All other services
13
6


8.


Employees

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


Group
Group
Company
Company
2019
2018
2019
2018
£000
£000
£000
£000


Wages and salaries
1,949
1,760
436
435

Social security costs
199
189
49
54

Cost of defined contribution scheme
43
27
14
12

2,191
1,976
499
501


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


        2019
        2018
            No.
            No.







Administration
50
41

Page 22

 
WATER BABIES GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2019

9.


Directors' remuneration

2019
2018
£000
£000

Directors' emoluments
437
435

Company contributions to defined contribution pension schemes
14
12

451
447


During the year retirement benefits were accruing to 2 directors (2018 - 1) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £227,000 (2018 - £220,000).

The value of the company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £10,000 (2018 - £10,000).


10.


Interest receivable

2019
2018
£000
£000


Other interest receivable
7
1

7
1


11.


Interest payable and similar expenses

2019
2018
£000
£000


Bank interest payable
24
-

Other loan interest payable
5
-

29
-

Page 23

 
WATER BABIES GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2019

12.


Taxation


2019
2018
£000
£000

Corporation tax


Current tax on profits for the year
113
67

Adjustments in respect of previous periods
(211)
16


(98)
83

Foreign tax


Foreign tax on income for the year
19
30

19
30

Total current tax
(79)
113

Deferred tax


Origination and reversal of timing differences
50
12

Total deferred tax
50
12


Taxation on (loss)/profit on ordinary activities
(29)
125
Page 24

 
WATER BABIES GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2019
 
12.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is lower than (2018 - higher than) the standard rate of corporation tax in the UK of 19% (2018 - 19%). The differences are explained below:

2019
2018
£000
£000


Profit/(loss) on ordinary activities before tax
214
(517)


Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2018 - 19%)
41
(98)

Effects of:


Non-tax deductible amortisation of goodwill and impairment
43
126

Expenses not deductible for tax purposes
40
18

Fixed asset timing differences
20
(36)

Lower rate taxes on overseas earnings
40
-

Adjustments to tax charge in respect of prior periods
(202)
16

Double taxation relief
-
29

Other differences leading to an increase in the tax charge
(11)
70

Total tax charge for the year
(29)
125


13.


Dividends

2019
2018
£000
£000


Dividends paid
-
210

-
210


14.


Parent company profit for the year

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The loss after tax of the parent Company for the year was £2,000 (2018 - profit £227,000).

Page 25

 
WATER BABIES GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2019

15.


Intangible assets

Group and Company





Patents
Development expenditure
Trademarks
Computer software
Goodwill
Negative goodwill
Total

£000
£000
£000
£000
£000
£000
£000



Cost


At 1 August 2018
661
250
226
377
2,403
(78)
3,839


Additions
164
-
34
236
-
-
434


Disposals
-
(29)
-
-
-
-
(29)



At 31 July 2019

825
221
260
613
2,403
(78)
4,244



Amortisation


At 1 August 2018
438
250
94
288
961
(15)
2,016


Charge for the year
127
-
19
55
240
(15)
426


On disposals
-
(29)
-
-
-
-
(29)



At 31 July 2019

565
221
113
343
1,201
(30)
2,413



Net book value



At 31 July 2019
260
-
147
270
1,202
(48)
1,831



At 31 July 2018
223
-
132
89
1,442
(63)
1,823

Page 26

 
WATER BABIES GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2019

16.


Tangible fixed assets

Group






Freehold property
Long-term leasehold property
Improvements to property
Motor vehicles
Office equipment
Total

£000
£000
£000
£000
£000
£000



Cost or valuation


At 1 August 2018
963
360
51
22
413
1,809


Additions
400
-
9
-
60
469


Disposal of subsidiary
-
-
-
-
(11)
(11)



At 31 July 2019

1,363
360
60
22
462
2,267



Depreciation


At 1 August 2018
53
259
1
9
283
605


Charge for the year on owned assets
9
-
43
3
43
98



At 31 July 2019

62
259
44
12
326
703



Net book value



At 31 July 2019
1,301
101
16
10
136
1,564



At 31 July 2018
909
101
50
13
130
1,203

Page 27

 
WATER BABIES GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2019

17.


Fixed asset investments

Company





Investments in subsidiary companies

£000



Cost or valuation


At 1 August 2018
4,344



At 31 July 2019
4,344






Net book value



At 31 July 2019
4,344



At 31 July 2018
4,344


Subsidiary undertakings


The following are subsidiary undertakings of the Company (*= indirectly held):

Name

Registered office

Principal activity

Class of shares

Holding

WBX Limited
Note 1
Holding company
Ordinary
100%
Water Babies Limited*
Note 1
Franchisor
Ordinary
100%
Water Babies International Limited*
Note 1
Franchisor
Ordinary
100%
Water Bumps Limited* #
Note 1
Franchisor
Ordinary
100%
Water Babies Trustee Limited*
Note 1
Nominee
Ordinary
100%
Little Swimmington Limited* (dormant)
Note 1
Dormant
Ordinary
100%
The Doodle Training Company Limited*
(dormant)
Note 1
Dormant
Ordinary
100%
Alice Limited* (dormant)
Note 1
Dormant
Ordinary
100%
Water Babies Holdings Limited*
Note 1
Holding company
Ordinary
100%
Water Babies Germany GmbH*
Note 2
Franchisor
Ordinary
75%
Aqua Babies Fitness Service (Tianjin) Co. Ltd*
Note 3
Dormant
Ordinary
51%
WB Master Canada Inc
Note 4
Franchisor
Ordinary
70%
WB Aquatics Canada Inc*
Note 4
Franchisor
Ordinary
70%

Note 1 - Registered office:  205 High Street, Honiton, England, EX14 1LQ.
Note 2 - Registered office: Zue Rossheide 16, 48157 Munster.
Note 3 - Registered office: Room 225-11, Building C12, Entrepreneurship headquarters base, Northside of Fuyuan Road, Wuqing development zone, Tianjin
Note 4 - Registered office: 609 Marlee Avenue, Toronto, Ontario, Canada M6B 3J6
# - Water Bumps Limited is exempt from audit by virtue of the exemptions provided by s479A of the Companies Act 2006
Page 28

 
WATER BABIES GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2019

18.


Stocks

Group
Group
2019
2018
£000
£000

Goods for resale
210
269

210
269




19.


Debtors

Group
Group
Company
Company
2019
2018
2019
2018
£000
£000
£000
£000


Trade debtors
1,162
1,021
-
-

Amounts owed by group undertakings
-
-
10
52

Other debtors
456
326
205
204

Prepayments and accrued income
545
470
1
-

Witholding tax recoverable
172
162
-
-

2,335
1,979
216
256



20.


Current asset investments

Group
Group
2019
2018
£000
£000

Unlisted investments
5
5

5
5



21.


Cash and cash equivalents

Group
Group
Company
Company
2019
2018
2019
2018
£000
£000
£000
£000

Cash at bank and in hand
1,207
451
487
3

1,207
451
487
3


Page 29

 
WATER BABIES GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2019

22.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2019
2018
2019
2018
£000
£000
£000
£000

Bank loans
140
-
140
-

Trade creditors
438
540
2
-

Amounts owed to group undertakings
-
-
15
164

Corporation tax
2
35
-
-

Other taxation and social security
272
220
-
-

Obligations under finance lease and hire purchase contracts
80
-
-
-

Other creditors
370
86
-
9

Accruals and deferred income
366
466
14
42

1,668
1,347
171
215



23.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
2019
2018
2019
2018
£000
£000
£000
£000

Bank loans
490
-
490
-

Net obligations under finance leases
300
-
-
-

Other creditors
200
-
-
-

Deferred income
1,205
1,393
-
-

2,195
1,393
490
-


The bank loan is secured by way of fixed and floating charges over the group's assets.  

Deferred income due more than one year relates to franchise fee income received in advance of the period to which it relates.

24.


Loans



Group
Group
Company
Company
2019
2018
2019
2018
£000
£000
£000
£000

Amounts falling due within one year

Bank loans
140
-
140
-


Amounts falling due 2-5 years

Bank loans
490
-
490
-


630
-
630
-


Page 30

 
WATER BABIES GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2019

25.


Finance leases


Minimum lease payments under finance leases fall due as follows:

Group
Group
2019
2018
£000
£000

Within one year
80
-

Between 1-5 years
300
-

380
-


26.


Financial instruments

Group
Group
Company
Company
2019
2018
2019
2018
£000
£000
£000
£000

Financial assets

Cash at bank
1,207
451
487
3


Financial liabilities

Financial liabilities held at amortised cost
1,010
-
630
-


Financial liabilities measured at amortised cost comprise bank loans and finance lease obligations.

Page 31

 
WATER BABIES GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2019

27.


Deferred taxation


Group



2019


£000






At beginning of year
(82)


Charged to profit or loss
(50)



At end of year
(132)

Group
Group
2019
2018
£000
£000

Accelerated capital allowances
(132)
(82)

(132)
(82)


28.


Share capital

2019
2018
£000
£000
Authorised, allotted, called up and fully paid



900,000 (2018 - 900,000) A Ordinary shares of £0.10 each
90
90
200,000 (2018 - 200,000) C Ordinary shares of £0.10 each
20
20

110

110

Page 32

 
WATER BABIES GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2019

29.


Reserves

Share premium account

Share premium represents the excess received for shares above their nominal value. 

Foreign exchange reserve

The foreign exchange reserve includes accumulated gains and losses on the retranslation of foreign operations into sterling.

Profit and loss account

The profit and loss account represents all retained profits and losses since incorporation. 


30.


Pension commitments

The group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund. The pension cost charge represents contributions payable by the group to the fund and amounted to £29,000 (2018: £15,000).


31.


Commitments under operating leases

At 31 July 2019 the Group and the Company had future minimum lease payments under non-cancellable operating leases as follows:


Group
Group
2019
2018
£000
£000

Not later than 1 year
74
16

Later than 1 year and not later than 5 years
112
51

Later than 5 years
40
40

226
107

32.


Related party transactions

The company has taken advantage of the exemption under FRS 102 and has not disclosed any intra group related party transactions with its wholly owned subsidiaries. Consultancy fees totaling £20,000 were paid to two companies controlled by Directors of this company.

During the year rental charges totalling £10,000 (2018: £7,500) were paid to the pension scheme of a Director.  

33.


Controlling party

L E P Thompson is considered to be the ultimate controlling party. 

Page 33