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REGISTERED NUMBER: 07027212 (England and Wales)







FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

FOR

LIFT BRANDS UK LIMITED

LIFT BRANDS UK LIMITED (REGISTERED NUMBER: 07027212)






CONTENTS OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023




Page

Company Information 1

Balance Sheet 2

Notes to the Financial Statements 3


LIFT BRANDS UK LIMITED

COMPANY INFORMATION
FOR THE YEAR ENDED 31 DECEMBER 2023







DIRECTORS: Mr P T Early
Mr T A Menzies



SECRETARY: Mr P T Early



REGISTERED OFFICE: Unit 2 118 Putney Bridge Road
London
SW15 2NQ



REGISTERED NUMBER: 07027212 (England and Wales)



SENIOR STATUTORY AUDITOR: Steven Jones



AUDITORS: Cube Partners Limited
Chartered Accountants and Registered Auditors
5 Giffard Court
Millbrook Close
Northampton
Northamptonshire
NN5 5JF

LIFT BRANDS UK LIMITED (REGISTERED NUMBER: 07027212)

BALANCE SHEET
31 DECEMBER 2023

2023 2022
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 4 818,465 1,173,653
Tangible assets 5 7,798 23,403
Investments 6 - -
826,263 1,197,056

CURRENT ASSETS
Stocks 15,258 52,021
Debtors 7 1,031,046 913,733
Cash at bank 880,079 892,862
1,926,383 1,858,616
CREDITORS
Amounts falling due within one year 8 5,360,960 6,344,938
NET CURRENT LIABILITIES (3,434,577 ) (4,486,322 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

(2,608,314

)

(3,289,266

)

CREDITORS
Amounts falling due after more than one year 9 (335,731 ) (408,617 )

PROVISIONS FOR LIABILITIES (167,696 ) (458,428 )
NET LIABILITIES (3,111,741 ) (4,156,311 )

CAPITAL AND RESERVES
Called up share capital 1 1
Share premium 999 999
Retained earnings (3,112,741 ) (4,157,311 )
SHAREHOLDERS' FUNDS (3,111,741 ) (4,156,311 )

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 20 August 2024 and were signed on its behalf by:





Mr P T Early - Director


LIFT BRANDS UK LIMITED (REGISTERED NUMBER: 07027212)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1. STATUTORY INFORMATION

Lift Brands Uk Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).


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.

Turnover
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. The following criteria must also be met before revenue is recognised:

Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
- the amount of revenue can be measured reliably;
- it is probable that the Company will receive the consideration due under the contract;
- the stage of completion of the contract at the end of the reporting period can be measured reliably; and
- the costs incurred and the costs to complete the contract can be measured reliably.

Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs. Turnover is only recognised to the extent of recoverable expenses when the outcome of a contract cannot be estimated reliably.

Corporate fitness clubs
Up until part way through the year, the Company owned fitness clubs under the 9Round brand. Monthly memberships due are recorded as revenue when earned. Personal training session revenues are deferred until the session has occurred, redemption of the session is deemed to be remote or, when the session has expired. Apparel and merchandise sales are recorded at the point of sale. This income stream ceased during 2023.

Franchising
The Company derives revenues from the sale of franchises and related services to franchisees. The Company receives initial franchise fees, royalties and revenues from providing product and services to franchises and rebates from certain vendors used by the Company and its franchises.

The Company received rebates from certain vendors used by the franchisee that are recorded as service and sales revenue when franchisees purchase equipment and the related equipment is delivered to the franchisee.

Insurance
The Company pays the insurer directly for all franchisees. Premiums are then collected by the Company from the franchisees through it's monthly franchise billing process.

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.

Licences are being amortised evenly over their estimated useful life of five years.

LIFT BRANDS UK LIMITED (REGISTERED NUMBER: 07027212)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023

2. ACCOUNTING POLICIES - continued

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Long leasehold - 15% on cost
Fixtures and fittings - 20% on cost
Equipment - 20% on cost

Investments in subsidiaries
Investments in subsidiary undertakings are recognised at cost less any provision for impairment.

Stocks
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Financial instruments
The Company only enters into basic financial instruments transactions that resulted 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 non-puttable ordinary shares.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence if impairment. If objective evidence of impairment is found, an impairment loss.

Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

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

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

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

Pension costs and other post-retirement benefits
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

LIFT BRANDS UK LIMITED (REGISTERED NUMBER: 07027212)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023

2. ACCOUNTING POLICIES - continued

Going concern
In preparing the financial statements, the directors consider it appropriate to continue to use the going concern assumption which assumes that the Company will have sufficient resources to enable it to meet its liabilities as and when they fall due.

The Company reported a profit after tax of £1,044,570 (2022: £266,210) for the financial year ended 31 December 2023. The Company had net liabilities at 31 December 2023 of £3,111,741 (2022: £4,156,311).

The Company will continue to rely on the committed support from the ultimate US parent company Snap Fitness Topco, LLC., who are also the major creditors, providing support in its endeavors.

There were no significant changes in the Company's principal activity during the financial year and the directors are not aware at the date of this report of any likely major changes in either the nature or level of the Company's activities in the next year. After making inquiries, the directors believe the Company has adequate financial resources to continue operating for the foreseeable future.

Based on a consideration of the factors above, the directors believe that the going concern basis of preparation is appropriate for the financial statements. The financial statements do not include the adjustments that would result if the Company was unable to continue as a going concern.

Provisions for liabilities
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation.

Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value using a pre-tax discount rate. The unwinding of the discount is recognised as a finance cost in profit or loss in the period it arises.

Profit or loss from discontinuing operations
The Company classifies non-current assets and disposal groups as discontinued operation if their carrying amounts will be recovered principally through a disposal transaction rather than through continuing use. Non-current assets and disposal groups classified as discontinued operations are measured at the lower of their carrying amount and fair value less costs to sell or dispose. Costs to sell or dispose are the incremental costs directly attributable to the disposal of an asset (disposal group), excluding finance costs and income tax expense.

The criteria for the discontinued operations is regarded as met only when the discontinued operation is highly probable, and the asset or disposal group is available for immediate disposal in its present condition. Actions required to complete the disposal should indicate that it is unlikely that significant changes to the discontinued operations will be made or that the decision for discontinued operations will be withdrawn. Management must be committed to the plan to discontinue the operations and the discontinuance of the operation is expected to be completed within one year from the date of the classification.

Assets and liabilities included in the discontinued operations are presented as part of current items in the statement of financial position.

Discontinued operations are excluded from the results of continuing operations and are presented in profit or loss as part of discontinued operations column in the statement of profit or loss.

3. EMPLOYEES AND DIRECTORS

The average number of employees during the year was 19 (2022 - 19 ) .

LIFT BRANDS UK LIMITED (REGISTERED NUMBER: 07027212)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023

4. INTANGIBLE FIXED ASSETS
Licences
£   
COST
At 1 January 2023
and 31 December 2023 1,814,187
AMORTISATION
At 1 January 2023 640,534
Amortisation for year 355,188
At 31 December 2023 995,722
NET BOOK VALUE
At 31 December 2023 818,465
At 31 December 2022 1,173,653

5. TANGIBLE FIXED ASSETS
Fixtures
Long and
leasehold fittings Equipment Totals
£    £    £    £   
COST
At 1 January 2023 23,550 - 432,475 456,025
Additions - 4,050 3,832 7,882
Disposals (977 ) - (432,475 ) (433,452 )
At 31 December 2023 22,573 4,050 3,832 30,455
DEPRECIATION
At 1 January 2023 23,550 - 409,072 432,622
Charge for year - - 17,593 17,593
Eliminated on disposal (977 ) - (426,581 ) (427,558 )
At 31 December 2023 22,573 - 84 22,657
NET BOOK VALUE
At 31 December 2023 - 4,050 3,748 7,798
At 31 December 2022 - - 23,403 23,403

LIFT BRANDS UK LIMITED (REGISTERED NUMBER: 07027212)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023

6. FIXED ASSET INVESTMENTS
Shares in
group
undertakings
£   
COST
At 1 January 2023
and 31 December 2023 201
PROVISIONS
At 1 January 2023
and 31 December 2023 201
NET BOOK VALUE
At 31 December 2023 -
At 31 December 2022 -

7. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
£    £   
Trade debtors 224,778 74,012
Other debtors 806,268 839,721
1,031,046 913,733

8. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
£    £   
Trade creditors 241,230 151,370
Amounts owed to group undertakings 3,969,196 5,168,534
Taxation and social security 241,888 119,665
Other creditors 908,646 905,369
5,360,960 6,344,938

9. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
2023 2022
£    £   
Other creditors 335,731 408,617

10. DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Steven Jones (Senior Statutory Auditor)
for and on behalf of Cube Partners Limited

11. RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

At 31 December 2023, the Company provided a director loan receivable of £Nil (2022: £42,821).

LIFT BRANDS UK LIMITED (REGISTERED NUMBER: 07027212)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2023

12. ULTIMATE CONTROLLING PARTY

The Company is controlled by the board of directors acting in concert. The Company's ultimate parent undertaking and the parent undertaking of the smallest and largest group in which the Company is consolidated is Snap Fitness Topco, LLC, a company incorporated in the United States of America. Copies of its financial statements are available from its corporate headquarters, Chanhassen, Minnesota, United States of America.

13. DISCONTINUING OPERATIONS

During the 4th quarter of 2022, the Company decided to discontinue its operations in all 9rounds locations in United Kingdom. These 9Round operations ceased in 2023.

Financial information in respect of this component of the Company is summarised below.

2023 2022
£ £
Turnover 141,158 339,045
Cost of sales (98,765 ) (234,890 )
Gross profit 42,393 104,155
Administrative expenses 152,401 -
Operating profit 194,794 104,155
Interest receivable and similar income 3,415 -
Profit before tax 198,209 104,155
Tax on profit - -
Profit for the financial year 198,209 104,155


2023 2022
£ £
Current assets
Notes receivable - 514
Other receivables - 18,162
Tangible assets - 8,783
Total assets of the discontinued operation classed as held for disposal - 27,459
Current liabilities
Deferred revenue - (58,620 )
Total liabilities of the discontinued operation classed as held for disposal - (58,620 )
Total net (liability)/asset of the discontinued operation classed as held for disposal - (31,162 )


The recoverable amount of tangible assets was estimated for the operations of 9rounds and no impairment loss was identified. Further, the management assessed that the balance is immaterial, and has not been reclassified from non-current assets to current assets.