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Registered number: 11189906
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THE WAVE GROUP (MIDCO) LIMITED
UNAUDITED
DIRECTORS' REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 NOVEMBER 2020
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THE WAVE GROUP (MIDCO) LIMITED
REGISTERED NUMBER:11189906
STATEMENT OF FINANCIAL POSITION
AS AT 25 NOVEMBER 2020
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Capital redemption reserve
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Page 1
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THE WAVE GROUP (MIDCO) LIMITED
REGISTERED NUMBER:11189906
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 25 NOVEMBER 2020
The directors consider that the Company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the Company to obtain an audit for the period in question in accordance with section 476 of the Companies Act 2006.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of income and retained earnings in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 31 August 2021.
The notes on pages 3 to 6 form part of these financial statements.
Page 2
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THE WAVE GROUP (MIDCO) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED NOVEMBER 25, 2020
The Wave Group (Midco) Limited is a private company incorporated in England and Wales under the Companies Act. It is a company limited by shares. The address of the registered office is One Glass Wharf, Bristol, United Kingdom, BS2 0ZX.
2.ACCOUNTING POLICIES
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BASIS OF PREPARATION OF FINANCIAL STATEMENTS
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.
The following principal accounting policies have been applied:
Due to the arrival of the global Covid pandemic, The Wave was required to shut its doors from 20th March 2020 until 1st August, and then again for the month of November 2020. The result of the lockdown caused severe financial pressures on the company and the Board took all necessary actions to ensure its financial sustainability. This required the furloughing of the majority of the staff during the lockdown and negotiations with suppliers to support the business during this challenging period. Our investors supported the business throughout this period and this resulted in a £5m refinancing of The Wave in October 2020, strengthening the balance sheet and providing adequate capital to ensure there would be no further liquidity problems.
Despite these challenges, The Wave saw strong sales in only 7 ½ months of trading with over 75,000 surf hours delivered and a further 37,000 non-surf visitors. Further to this, the 3 months of trading from August to October proved extremely profitable and confirmed that the commercial business model was not only viable but provided substantial opportunities for growth.
At the period end, The Wave continued to face risks relating to the Covid pandemic and this resulted in a third lockdown in January 2021, reopening in on 29th March 2021. Since that date, the company has traded strongly and is forecasting as at August 2021 revenues of about £8.3m for the year ending November 2021 with EBITDA of about £1.9m. The Camp at The Wave was also launched in 2021 and this has proved to be very successful. The Wave Group continues to hold cash reserves in excess of £3m providing the Board with substantial confidence in the company’s ability to withstand further economic impacts related to Covid.
The operating model of The Wave is predominantly outside and as such is more protected than many leisure businesses from a Covid lockdown situation, although the Board recognises that this risk may still apply. The Board continues to monitor the situation carefully, and is continually reviewing its options and plans to mitigate such risks. The safety of the Wave’s staff and customers is paramount in such considerations and risk mitigation measures continue to be implemented where necessary and continually reviewed.
The Board has set out a growth strategy to roll out the concept to further sites and as such has been seeking investment. The group has now received several offers to fund the roll out strategy.
As a result of the above, the Board has confidence that the business is able to continue as a going concern and these financial statements have been prepared on that assumption.
Page 3
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THE WAVE GROUP (MIDCO) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED NOVEMBER 25, 2020
2.ACCOUNTING POLICIES (continued)
Interest income is recognised in profit or loss using the effective interest method.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
All borrowing costs are recognised in profit or loss in the period in which they are incurred.
Investments in subsidiaries are measured at cost less accumulated impairment.
Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
Short term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.
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The average monthly number of employees, including directors, during the period was 2 (2019:2).
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Page 4
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THE WAVE GROUP (MIDCO) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED NOVEMBER 25, 2020
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Investments in subsidiary companies
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Amounts owed by group undertakings
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Other loans due from group undertakings
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The other loans due from group undertakings consist of Fixed Rate Secured Loan Notes with an interest rate of 8% per annum. The Loan Notes are repayable on demand. Other amounts owed by group undertakings are interest free and repayable on demand.
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CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
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Amounts owed to group undertakings
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Accruals and deferred income
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The amounts owed to group undertakings are interest free and repayable on demand.
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Page 5
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THE WAVE GROUP (MIDCO) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED NOVEMBER 25, 2020
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CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
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Other loans - Interest bearing Intercompany
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The other loans consist of Fixed Rate Secured Loan Notes with an interest of 8% per annum. These are due to the ultimate controlling parent entity, JAR Wave Limited. The Loan Notes are repayable in 2023 and are secured by way of fixed and floating charge over the assets of the company.
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ALLOTTED, CALLED UP AND FULLY PAID
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1 (2019:1) Ordinary share of £1.00
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RELATED PARTY TRANSACTIONS
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The company has taken advantage of the exemption available in Section 33.1A for FRS 102 whereby it has not disclosed transaction with the ultimate parent company or any wholly owned subsidiary undertakings of the group.
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The ultimate parent entity is Jar Wave Ltd, a company registered in England and Wales. The registered office of Jar Wave Ltd is 50 Jermyn Street, London, SW1Y 6LX. The immediate parent entity is The Wave Group Limited, a company registered in England and Wales. The registered office address of The Wave Group Limited is One Glass Wharf, Bristol, BS2 OZX. This is also the smallest Group in which results of the company are consolidated, copies of the Group financial statement of The Wave Group Limited are available from Crown Way, Cardiff, CF14 3UZ.
Page 6
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