Company Registration No. 03943478 (England and Wales)
Connected Fitness Labs Limited
Unaudited accounts
for the period from 1 November 2016 to 31 December 2017
Connected Fitness Labs Limited
Unaudited accounts
Contents
Connected Fitness Labs Limited
Company Information
for the period from 1 November 2016 to 31 December 2017
Directors
R E Ingerslev
P B Bowman
P H Damm
Company Number
03943478 (England and Wales)
Registered Office
1 Primrose Street
London
EC2A 2EX
England
Accountants
Deloitte LLP
1 Woodborough Road
Nottingham
NG1 3FG
Connected Fitness Labs Limited
Accountants' report
Accountants' report to the board of directors of Connected Fitness Labs Limited on the preparation of the unaudited statutory accounts for the period from 1 November 2016 to 31 December 2017
In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the accounts of
Connected Fitness Labs Limited for the period from
1 November 2016 to
31 December 2017 as set out on pages
5 -
10 from the company's accounting records and from information and explanations you have given us.
This report is made solely to the Board of Directors of Connected Fitness Labs Limited, as a body, in accordance with the terms of our engagement letter dated 4 January 2018. Our work has been undertaken solely to prepare for your approval the accounts of Connected Fitness Labs Limited and state those matters that we have agreed to state to them, as a body, in this report. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Connected Fitness Labs Limited and its Board of Directors as a body for our work or for this report.
It is your duty to ensure that Connected Fitness Labs Limited has kept adequate accounting records and to prepare statutory accounts that give a true and fair view of the assets, liabilities, financial position and loss of Connected Fitness Labs Limited. You consider that Connected Fitness Labs Limited is exempt from the statutory audit requirement for the period.
We have not been instructed to carry out an audit or a review of the accounts of Connected Fitness Labs Limited. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory accounts.
Deloitte LLP
1 Woodborough Road
Nottingham
NG1 3FG
7 September 2018
Connected Fitness Labs Limited
Statement of financial position
as at 31 December 2017
Intangible assets
708,231
1,699,767
Cash at bank and in hand
432,967
21,917
Creditors: amounts falling due within one year
(56,368)
(286,864)
Net current assets/(liabilities)
1,130,034
(94,886)
Total assets less current liabilities
1,840,119
1,604,881
Creditors: amounts falling due after more than one year
(1,144,016)
(7,064,680)
Net assets/(liabilities)
696,103
(5,459,799)
Called up share capital
21
10
Share premium
19,990
19,990
Capital contribution reserve
8,279,203
-
Profit and loss account
(7,603,111)
(5,479,799)
Shareholders' funds
696,103
(5,459,799)
For the period ending 31 December 2017 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies. The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.
The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.
These accounts have been prepared and delivered 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 profit and loss account has not been delivered to the Registrar of Companies.
Approved by the Board on 7 September 2018.
P H Damm
Director
Company Registration No. 03943478
Connected Fitness Labs Limited
Notes to the Accounts
for the period from 1 November 2016 to 31 December 2017
Connected Fitness Labs Limited is a private company, limited by shares, registered in England and Wales, registration number 03943478. The registered office is 1 Primrose Street, London, EC2A 2EX, England.
2
Compliance with accounting standards
The accounts have been prepared in accordance with the provisions of FRS 102 Section 1A Small Entities. There were no material departures from that standard.
These financial statements for the period ended 31 December 2017 are the first financial statements that comply with FRS 102 Section 1A Small Entities. The date of transition is 1 November 2015. The transition to FRS 102 Section 1A Small Entities has not required any restatement of amounts within the financial statements.
The accounts have been prepared under the historical cost convention.
The accounts are presented in £ sterling.
The directors have assessed the balance sheet and likely future cash flows at the date of approving these financial statements. After making enquiries the directors have a reasonable expectation that the company has adequate resources to continue in operational existence and to meet its financial obligations as they fall due for at least 12 months from the date of signing these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The Company derives its turnover principally from licensing its product to external third parties. All income is recognised on an accruals basis over the period to which the income relates.
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the balance sheet date.
Deferred tax arises as a result of including items of income and expenditure in taxation computations in periods different from those in which they are included in the company's accounts. Deferred tax is provided in full on timing differences which result in an obligation to pay more (or less) tax at a future date, at the average tax rates that are expected to apply when the timing differences reverse, based on current tax rates and laws.
Deferred tax assets and liabilities are not discounted.
Pension costs represent the amounts payable in to personal pension schemes on behalf of certain Directors and employees, together with amount payable under defined contribution schemes for certain employees of the Company. Contributions payable are recognised in the profit and loss account when due.
Connected Fitness Labs Limited
Notes to the Accounts
for the period from 1 November 2016 to 31 December 2017
Intangible fixed assets relate to internally generated information technology development. Information technology development costs which can be measured reliably are capitalised to the extent that an identifiable asset is created which will generate future economic benefits for the Company. Intangible fixed assets are included at cost less accumulated amortisation. Information technology development assets are amortised on a straight line basis over their useful lives of 3 years. Where no internally generated asset can be capitalised, information technology development costs are expensed as incurred.
Tangible fixed assets and depreciation
Tangible assets are included at cost less depreciation and impairment. Depreciation has been provided at the following rates in order to write off the assets over their estimated useful lives:
Computer equipment
3 years
Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.
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.
Financial assets and liabilities:
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.
Financial assets and liabilities are only offset in the statement of financial position when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Financial assets are derecognised when and only when a) the contractual rights to the cash flows from the financial asset expire or are settled, b) the Company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or c) the Company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.
Financial liabilities are derecognised only when the obligation specified in the contract is discharged, cancelled or expires.
Equity instruments:
Equity instruments issued by the Company are recorded at the fair value of cash or other resources received or receivable, net of direct issue costs.
Connected Fitness Labs Limited
Notes to the Accounts
for the period from 1 November 2016 to 31 December 2017
Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in the income statement as described below.
Non-financial assets:
An asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use. Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.
Financial assets:
For financial assets carried at amortised cost, the amount of impairment is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the financial asset's original effective interest rate. For financial assets carried at cost less impairment, the impairment loss is the difference between the asset's carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date. Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.
Monetary 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 rates of exchange ruling at the date of the transaction. Exchange differences are taken into account in arriving at the operating profit.
4
Intangible fixed assets
Other
At 1 November 2016
5,088,191
At 31 December 2017
5,088,191
At 1 November 2016
3,388,424
Charge for the period
991,536
At 31 December 2017
4,379,960
At 31 December 2017
708,231
At 31 October 2016
1,699,767
Intangible fixed assets relate to internally developed software.
An impairment charge £1,555,000 was recognised against intangible assets during 2016 in order to reflect their fair value. No impairment has been recognised in 2017.
Connected Fitness Labs Limited
Notes to the Accounts
for the period from 1 November 2016 to 31 December 2017
5
Tangible fixed assets
Computer equipment
Amounts due from group undertakings etc.
635,304
148,947
Accrued income and prepayments
13,132
11,547
Other debtors
25,885
9,567
7
Creditors: amounts falling due within one year
2017
2016
Trade creditors
41,761
9,974
Amounts owed to group undertakings and other participating interests
-
135,903
Amounts owed to group undertakings are subject to an interest rate of 5.6183%. The amounts owed to group undertakings were waived on 29 September 2017 as part of the acquisition of the company by Wexer Holdings LLC (note 10).
8
Creditors: amounts falling due after more than one year
2017
2016
Amounts owed to group undertakings and other participating interests
-
7,064,680
Other creditors
1,144,016
-
Amounts owed to group undertakings are subject to an interest rate of 5.6183%. The amounts owed to group undertakings were waived on 29 September 2017 as part of the acquisition of the company by Wexer Holdings LLC (note 10).
Other creditors relates to a loan of £1.1m (2016: £nil) from the previous parent company, Moray Finance Limited. The loan is secured over the assets of the Company, is subject to an interest rate of 8% and is repayable in 2022.
Connected Fitness Labs Limited
Notes to the Accounts
for the period from 1 November 2016 to 31 December 2017
9
Transactions with related parties
The Company has taken advantage of the exemptions available in Section 33 Related Party Transactions of FRS 102 to not disclose transactions with other wholly owned subsidiaries in the group.
The number of directors in the company throughout the year was 3 (2016: 2) and there were 2 employees (2016: 6). The total aggregate directors remuneration for the year was nil (2016: nil). The directors are the only key management personnel of the company.
The ultimate controlling party is Wexer Holding LLC, a company incorporated and registered in the United States at 3E North Street, Bethlehem, PA 18018, United States.
Wexer Holding LLC became the ultimate controlling party on 20 October 2017 after it acquired 100% of the share capital of the Company.
11
Average number of employees
During the period the average number of employees was 5 (2016: 8).
