REGISTERED NUMBER: |
AUDITED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 AUGUST 2023 |
FOR |
WATERBEAR EDUCATION LTD |
REGISTERED NUMBER: |
AUDITED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 AUGUST 2023 |
FOR |
WATERBEAR EDUCATION LTD |
WATERBEAR EDUCATION LTD (REGISTERED NUMBER: 11023994) |
CONTENTS OF THE FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 AUGUST 2023 |
Page |
Company Information | 1 |
Balance Sheet | 2 |
Notes to the Financial Statements | 3 |
WATERBEAR EDUCATION LTD |
COMPANY INFORMATION |
FOR THE YEAR ENDED 31 AUGUST 2023 |
DIRECTORS: |
REGISTERED OFFICE: |
BUSINESS ADDRESS: |
REGISTERED NUMBER: |
SENIOR STATUTORY AUDITOR: |
AUDITORS: |
Statutory Auditors |
Chartered Accountants |
Pavilion View |
19 New Road |
Brighton |
East Sussex |
BN1 1EY |
WATERBEAR EDUCATION LTD (REGISTERED NUMBER: 11023994) |
BALANCE SHEET |
31 AUGUST 2023 |
2023 | 2022 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 4 |
Tangible assets | 5 |
CURRENT ASSETS |
Debtors | 6 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 7 |
NET CURRENT (LIABILITIES)/ASSETS | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CREDITORS |
Amounts falling due after more than one year |
8 |
NET (LIABILITIES)/ASSETS | ( |
) |
CAPITAL AND RESERVES |
Called up share capital | 11 |
Share premium |
Share option reserves |
Retained earnings | ( |
) | ( |
) |
SHAREHOLDERS' FUNDS | ( |
) |
In accordance with Section 444 of the Companies Act 2006, the Statement of Comprehensive Income has not been delivered. |
The financial statements were approved by the Board of Directors and authorised for issue on |
WATERBEAR EDUCATION LTD (REGISTERED NUMBER: 11023994) |
NOTES TO THE FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 AUGUST 2023 |
1. | STATUTORY INFORMATION |
Waterbear Education Ltd is a private company, limited by shares, incorporated in England and Wales. The company's registered number and registered office address can be found on the Company Information Page. |
The presentation currency of the financial statements is the Pound Sterling (£). |
Monetary amounts in these financial statements are rounded to the nearest whole £1. The financial statements are presented in sterling which is also the functional currency of the Company. |
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. |
The financial statements have been prepared on the going concern basis which assumes that the company will continue in operational existence for the foreseeable future. At the year end the company had net liabilities of £509,360 (2022: net assets of £90,905), including cash at bank of £353,142 (2022: 505,379).The directors are confident that through detailed modelling and the company's strong cash reserves, as well as the new college at Sheffield, trading should continue as forecast for the foreseeable future. With the investment and loan commitments from Falmouth University, in addition to them being a positive partner with a significant interest in the company, the directors foresee no reason to increase the going concern risk. On that basis the directors are satisfied that the going concern basis of preparing the financial statements is appropriate. |
Significant judgements and estimates |
In the application of the company's accounting policies, which are described below, management is required to make judgements, estimates and assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are based in historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. |
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both the current and future periods. |
The key sources of estimation uncertainty that have a significant effect on the amounts recognised in the financial statements are described below. |
(i) Accrued income provision |
The directors estimate the required accrued income provision by reviewing accrued income and taking in to account both amounts received post year-end and the perceived likelihood of the accrued income being recovered. |
The key area of judgement is in the treatment of the transaction costs attributable to the Investment Agreements. The Investment Agreements incorporated the issue of all five types of shares capital and the issue of the loan note instruments. The directors consider that to divide the transaction costs six ways between all five types of share issue and the loan notes to be the most appropriate treatment of the transaction costs. |
Transaction costs attributed to Ordinary A and Ordinary B shares were allocated to Retained Earnings. Transaction costs attributed to Ordinary C shares were allocated to the Share Premium account and the Loan Notes liability. Transaction costs attributed to Ordinary D and Ordinary E shares were allocated to the Share Premium account. |
WATERBEAR EDUCATION LTD (REGISTERED NUMBER: 11023994) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 AUGUST 2023 |
2. | ACCOUNTING POLICIES - continued |
Turnover |
Turnover represents amounts receivable for course fees in the academic year. Turnover is recognised in line with the delivery of content of each course. |
Intangible assets |
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
Tangible fixed assets |
Short leasehold | - |
Improvements to property | - |
Plant and machinery | - |
Fixtures and fittings | - |
Computer equipment | - |
Tangible fixed assets are stated at cost less accumulated depreciation less accumulated impairment losses. Cost includes costs directly attributable to making the asset capable of operating as intended by management. |
At each balance sheet date, the company reviews the carrying amount of its tangible fixed assets to determine whether there is any indication that items have suffered an impairment loss. If any such indication exists, the recoverable amount of an asset is estimated in order to determine the extent of the impairment loss, if any. |
If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. Impairment loss is recognised as an expense immediately. |
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. |
WATERBEAR EDUCATION LTD (REGISTERED NUMBER: 11023994) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 AUGUST 2023 |
2. | ACCOUNTING POLICIES - continued |
Hire purchase and leasing commitments |
Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or lease term, whichever is the shorter. |
The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability. |
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. |
Debtors and creditors receivable / payable within one year |
Debtors and creditors with no stated interest rate and receivables or payables within one year are recorded at transaction price. Any losses arising from impairment are recognised in the profit and loss account in other administrative expenses. |
Impairments |
Assets not measured at fair value are reviewed for any indication that the asset may be impaired at each balance sheet date. If such indication exists, the recoverable amount of the asset, or the asset's cash generating unit, is estimated and compared to the carrying amount. Where the carrying amount exceeds its recoverable amount, an impairment loss is recognised in profit or loss unless the asset is carried at a revalued amount where the impairment loss is a revaluation decrease. |
3. | EMPLOYEES AND DIRECTORS |
The average number of employees during the year was |
4. | INTANGIBLE FIXED ASSETS |
Delivery |
Trademarks | platform | Totals |
£ | £ | £ |
COST |
At 1 September 2022 |
Additions |
At 31 August 2023 |
AMORTISATION |
At 1 September 2022 |
Amortisation for year |
At 31 August 2023 |
NET BOOK VALUE |
At 31 August 2023 |
At 31 August 2022 |
The Trademarks amortisation policy was changed from 10 years straight line to 5 years straight line. Resulting in an increase to the charge for the year of £548. |
WATERBEAR EDUCATION LTD (REGISTERED NUMBER: 11023994) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 AUGUST 2023 |
5. | TANGIBLE FIXED ASSETS |
Improvements |
Short | to | Plant and |
leasehold | property | machinery |
£ | £ | £ |
COST |
At 1 September 2022 |
Additions |
At 31 August 2023 |
DEPRECIATION |
At 1 September 2022 |
Charge for year |
At 31 August 2023 |
NET BOOK VALUE |
At 31 August 2023 |
At 31 August 2022 |
Fixtures |
and | Computer |
fittings | equipment | Totals |
£ | £ | £ |
COST |
At 1 September 2022 |
Additions |
At 31 August 2023 |
DEPRECIATION |
At 1 September 2022 |
Charge for year |
At 31 August 2023 |
NET BOOK VALUE |
At 31 August 2023 |
At 31 August 2022 |
6. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2023 | 2022 |
£ | £ |
Trade debtors |
Other debtors |
Directors' current accounts | 599 | 113 |
Accrued income |
Prepayments |
WATERBEAR EDUCATION LTD (REGISTERED NUMBER: 11023994) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 AUGUST 2023 |
7. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2023 | 2022 |
£ | £ |
Bank loans and overdrafts |
Other loans |
Loan notes | - | 400,163 |
Trade creditors |
Social security and other taxes |
Other creditors |
Directors' current accounts | - | 186 |
Deferred income |
Accrued expenses |
8. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
2023 | 2022 |
£ | £ |
Bank loans - 1-2 years |
Bank loans - 2-5 years |
Loan notes |
9. | LEASING AGREEMENTS |
Minimum lease payments under non-cancellable operating leases fall due as follows: |
2023 | 2022 |
£ | £ |
Within one year |
Between one and five years |
In more than five years |
The comparative minimum lease payments under non-cancellable operating leases has been increased by £242,633 from £147,330 to £389,963. The prior year adjustment has been made to reflect the true position at the 31 August 2022 balance sheet date. |
10. | SECURED DEBTS |
The £330,000 10% Loan Notes issued on 6 February 2018 are secured by the lender via fixed and floating charges across all of the company's property and contains a negative pledge. The charge was registered on 6 February 2018. |
WATERBEAR EDUCATION LTD (REGISTERED NUMBER: 11023994) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 AUGUST 2023 |
11. | CALLED UP SHARE CAPITAL |
Allotted and fully paid: |
Number: | Class: | Nominal value: | 2023 | 2022 |
£ | £ |
15,812,778 | Ordinary A shares | £0.01 | 158,128 | 158,128 |
15,400,000 | Ordinary B shares | £0.01 | 154,000 | 154,000 |
1,170,000 | Ordinary C shares | £0.000001 | 1 | 1 |
8,074,444 | Ordinary D shares | £0.01 | 80,744 | 80,744 |
408,000 | Ordinary E shares | £0.01 | 4,080 | 4,080 |
396,953 | 396,953 |
Per the company's Articles of Association, C Ordinary shares will be converted upon the Listing of the company with the C Ordinary shares being consideration for the purchase of the new shares issued. The number of new shares that will be purchased will depend on the 'value' of the C Ordinary shares at the time of Listing as determined by the Investment Agreement. This will be treated as an issue of bonus shares upon conversion. |
12. | DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006 |
The Report of the Auditors was unqualified. |
for and on behalf of |
13. | DIRECTORS' ADVANCES, CREDITS AND GUARANTEES |
The following advances and credits to directors subsisted during the years ended 31 August 2023 and 31 August 2022: |
2023 | 2022 |
£ | £ |
Balance outstanding at start of year | ( |
) |
Amounts advanced |
Amounts repaid | ( |
) |
Amounts written off | - | - |
Amounts waived | - | - |
Balance outstanding at end of year |
Balance outstanding at start of year | ( |
) | ( |
) |
Amounts advanced |
Amounts repaid |
Amounts written off | - | - |
Amounts waived | - | - |
Balance outstanding at end of year | ( |
) |
The loan is interest free and repayable on demand. |
WATERBEAR EDUCATION LTD (REGISTERED NUMBER: 11023994) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 AUGUST 2023 |
14. | POST BALANCE SHEET EVENTS |
Following the year end, the company issuedthe following: (i) fixed rate unsecured 10% loan notes with a principal amount of £1,000,000, and (ii) warrants entitling the warrant holder to subscribe for 5% of the company's entire fully diluted issued share capital on certain exercise events. |
In addition, the company entered in to aterm loan facility agreement which replacedan existing loan agreement in effect at the year end, extending the term of the £500,000 7%"Other loan" (detailed in the note titled "Creditors: Amounts falling due within one year") with £100,000 repayable by 31 May 2024 and £400,000 repayable by 30 November 2025 or, otherwise, by 31 May 2026. |