Company registration number 04802038 (England and Wales)
HAPPY DAYS SOUTH WEST LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
HAPPY DAYS SOUTH WEST LIMITED
COMPANY INFORMATION
Directors
K Herbert
K Higgs
F Blackwell
M Beadle
M Viccars
(Appointed 6 October 2023)
T Kilby
(Appointed 1 November 2023)
Company number
04802038
Registered office
Happy Days Nurseries
Auditor
Azets Audit Services
5 Yeomans Court
Ware Road
Hertford
Hertfordshire
United Kingdom
SG13 7HJ
Bankers
Santander UK plc
3rd Floor
1 Glass Wharf
Avon Street
Bristol
BS2 0EL
HAPPY DAYS SOUTH WEST LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Directors' responsibilities statement
5
Independent auditor's report
6 - 8
Statement of comprehensive income
9
Statement of financial position
10
Statement of changes in equity
11
Notes to the financial statements
12 - 22
HAPPY DAYS SOUTH WEST LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -
The directors present the strategic report for the year ended 31 December 2023.
Introduction
Happy Days (http://www.happydaysnurseries.com) is one of the largest regional chains of children's nurseries in the UK, currently with 21 settings and an operating capacity of over 1,750 places. It is the largest operator in Cornwall and has expanded across the South West.
Happy Days South West Limited (“the Company") was operating 6 (2022: 6) of the group's nurseries at the end of 2023 with capacity of around 500 places.
Strategy and Funding
The Group's strategy is to extend its geographic footprint across the South West and adjoining regions, with the objective of more than doubling the size of the Group in 5 years by a combination of acquisitions and roll-out.
A re-financing was completed in July 2022, when funds managed by Zetland Capital (“Zetland") acquired a majority stake in the business. £12 million was invested by Zetland in loan stock at completion and debt facilities are in place with Zetland for a further £60 million for business expansion.
In recent years, the business has expanded through organic growth. The funding from Zetland now presents the opportunity to scale the business by acquisition at a much faster rate, alongside continued opening of new sites.
Banking facilities with Santander UK plc (“Santander") were also renewed in July 2022. A senior loan of £6 million remains in place and there is a growth capital facility of a further £1 million available for future use.
The investment structure used for Happy Days is suited to an acquisition and roll-out strategy because the Zetland borrowing does not require payment of interest or repayment of debt until 2027.
Business Review and Key Performance Indicators (KPIs)
Trading Results for 2023
The Company's turnover increased in 2023 by around £0.1 million to £4 million as a result of a change in pricing strategy.
Gross profit of £517k in 2023 was marginally lower than in 2022 (£544k).
The Company achieved a loss before taxation of £1,242k in 2023 (2022: Profit before taxation of £110k).
Exceptional costs of £Nil were incurred in 2023 (2022: £155k), relating primarily to IT projects.
Depreciation and amortisation of goodwill, both non-cashflow items, resulted in a charge against profit of £278k (2022: £236k) within administrative expenses. Before these non-cash flow and exceptional items, the Company recorded a loss before taxation of around £964k in 2023 (2022: £500k Profit before of taxation).
On a like for like basis in respect of sites trading in 2023, fees and occupancy were higher in the first half of 2023 than 2022.
Banking
Santander provides debt facilities, current accounts, deposit accounts and payment facilities to the company.
Regulatory Regime
Childcare is regulated in England by the Office for Standards in Education, Children's Services and Skills (Ofsted). Ofsted judgements on individual settings are a key measure of quality. All of the Company's nurseries that have been inspected are currently rated as either "Outstanding" or "Good" by Ofsted.
HAPPY DAYS SOUTH WEST LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Principal Risk and Uncertainties
The Company manages key risks as follows:
Health and Safety
Health & safety is paramount in all aspects of the Company's activities, with strict policies & processes operated and regularly updated to ensure compliance with regulations.
Economy
The UK economy is experiencing a period of high inflation, experiencing cost and wage inflation and there is a risk of recession. We are managing the associated risks by carefully controlling costs, managing the portfolio of nurseries and maintaining forecasts.
Liquidity risk
Cash flow forecasts are maintained to ensure that the company operates within its resources.
Customer credit risk
Customer credit risk is considered to be low and is managed through maximising payments in advance by direct debit and tax free childcare combined with credit control procedures
Interest rate risk
Interest rates on Zetland loans to the company are fixed. Interest rates on Santander loans to the company are at Bank of England Base Rate plus a margin.
Regulatory risk
The nurseries are registered and regulated by Ofsted. Internal control procedures are in place to ensure high quality care and compliance with regulations.
The strategic report was approved by the directors and was signed on its behalf by:
T Kilby
Director
21 January 2025
HAPPY DAYS SOUTH WEST LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
The directors present their annual report and financial statements for the year ended 31 December 2023.
Principal activities
The principal activity of Happy Days South West Limited ("the Company") continued to be that of the operation of childcare facilities.
Results and dividends
The results for the year are set out on page 9.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
K Herbert
K Higgs
I Sanders
(Resigned 6 October 2023)
F Blackwell
M Beadle
M Viccars
(Appointed 6 October 2023)
T Kilby
(Appointed 1 November 2023)
Post reporting date events
Up to the date the financial statements were signed, the Group has acquired a further 3 settings and opened 2 new settings.
Future developments
The directors intend to continue the development of the Company's principal activities and are confident of the future financial performance of the company.
Auditor
Azets Audit Services were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
Strategic report
The company has chosen in accordance with Companies Act 2006, s.414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008,
Certain matters which are required to be disclosed in the directors' report have been omitted as they are included in the strategic report. These matters relate to the business review and principal risks and uncertainties.
HAPPY DAYS SOUTH WEST LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -
The annual report and financial statements set out on pages 9 to 22, which have been prepared on the going concern basis, were approved by the board of directors on 21 January 2025, and were signed on its behalf by:
T Kilby
Director
21 January 2025
HAPPY DAYS SOUTH WEST LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 5 -
The directors are responsible for preparing the strategic report, directors' report and the 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law).
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 of the profit or loss of the company for that period.
In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company 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 enable them to ensure that the financial statements comply with the Companies Act 2006.
They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
HAPPY DAYS SOUTH WEST LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF HAPPY DAYS SOUTH WEST LIMITED
- 6 -
Opinion
We have audited the financial statements of Happy Days South West Limited (the 'company') for the year ended 31 December 2023 which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The 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 company's affairs as at 31 December 2023 and of its loss 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.
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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’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
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. Our 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 course of 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 this gives rise to a material misstatement in the financial statements themselves. 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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the 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 strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
HAPPY DAYS SOUTH WEST LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF HAPPY DAYS SOUTH WEST LIMITED
- 7 -
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of 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, 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 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 company or to cease operations, or have no realistic alternative but to do so.
Auditor's 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 auditor's 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 is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
HAPPY DAYS SOUTH WEST LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF HAPPY DAYS SOUTH WEST LIMITED
- 8 -
Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.
We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.
In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:
Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;
Reviewing minutes of meetings of those charged with governance;
Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the company through enquiry and inspection;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's 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 members as a body, for our audit work, for this report, or for the opinions we have formed.
Gary Tamkin (Senior Statutory Auditor)
For and on behalf of Azets Audit Services
Chartered Accountants
Statutory Auditor
5 Yeomans Court
Ware Road
Hertford
Hertfordshire
United Kingdom
SG13 7HJ
21 January 2025
HAPPY DAYS SOUTH WEST LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
2023
2022
Notes
£
£
Turnover
3
4,068,647
3,944,205
Cost of sales
(3,551,575)
(3,400,258)
Gross profit
517,072
543,947
Administrative expenses
(1,769,462)
(1,145,918)
Other operating income
9,897
866,692
Exceptional costs
4
(155,031)
(Loss)/profit before taxation
5
(1,242,493)
109,690
Tax on (loss)/profit
7
(Loss)/profit for the financial year
(1,242,493)
109,690
There was no other comprehensive income for 2023 (2022: £Nil).
The notes on pages 12 to 22 form part of these financial statements.
HAPPY DAYS SOUTH WEST LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023
31 December 2023
- 10 -
2023
2022
Notes
£
£
£
£
Fixed assets
Goodwill
8
24,503
50,709
Other intangible assets
8
69,356
Total intangible assets
93,859
50,709
Tangible assets
9
990,940
992,404
1,084,799
1,043,113
Current assets
Stocks
10
-
11,416
Debtors
11
8,044,898
6,836,522
Cash at bank and in hand
442,395
330,598
8,487,293
7,178,536
Creditors: amounts falling due within one year
12
(8,951,259)
(6,525,604)
Net current (liabilities)/assets
(463,966)
652,932
Total assets less current liabilities
620,833
1,696,045
Provisions for liabilities
Provisions
13
167,281
(167,281)
-
Net assets
453,552
1,696,045
Capital and reserves
Called up share capital
15
3
3
Profit and loss reserves
16
453,549
1,696,042
Total equity
453,552
1,696,045
The notes on pages 12 to 22 form part of these financial statements.
The financial statements were approved by the board of directors and authorised for issue on 21 January 2025 and are signed on its behalf by:
T Kilby
Director
Company Registration No. 04802038
HAPPY DAYS SOUTH WEST LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2022
3
1,586,352
1,586,355
Year ended 31 December 2022:
Profit and total comprehensive income for the year
-
109,690
109,690
Balance at 31 December 2022
3
1,696,042
1,696,045
Year ended 31 December 2023:
Loss and total comprehensive income for the year
-
(1,242,493)
(1,242,493)
Balance at 31 December 2023
3
453,549
453,552
The notes on pages 12 to 22 form part of these financial statements.
HAPPY DAYS SOUTH WEST LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 12 -
1
Accounting policies
Company information
Happy Days South West Limited is a private company limited by shares incorporated in England and Wales. The registered office is Chapel Town, Summercourt, Newquay, Cornwall,TR8 5YA.
1.1
Basis of preparation of the financial statements
Basis of preparation
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
Exemption from preparing consolidated financial statements
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company is therefore exempt from the requirement to prepare consolidated financial statements and has taken advantage of exemptions from the following disclosure requirements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The financial statements of the company are consolidated in the financial statements of Pittshanger Holdco Limited. These consolidated financial statements are available from its registered office, Happy Days Nurseries, Chapel Town, Summercourt, Newquay, Cornwall, TR8 5YA.
HAPPY DAYS SOUTH WEST LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 13 -
1.2
Going concern
Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
The Company is part of the Happy Days Nursery Group of companies, headed by Pittshanger Holdco Limited. The Company, through the Group has access to finance facilities provided by the owner Zetland Capital, which can be drawn down to support the Group’s acquisition strategy and to fund working capital needs. These facilities have a final repayment date of July 2027.
The Company has received a commitment from the parent company that it will continue to provide financial support to the company, if required for a period of at least 12 months from the approval of these financial statements. In addition, confirmation has been received that intercompany loan balances will not be recalled unless sufficient liquidity exists.
As at the reporting date the Company had net current liabilities of £463,966 (2022: net current assets of £652,932), including £7,389,605 (2022: £5,392,545) due to Group undertakings. As part of their assessment, the directors have reviewed the financial projections and facilities available to satisfy themselves that there is sufficient cash and headroom on loan covenants to support the going concern basis.
Based on this review the Directors believe that it remains appropriate to prepare the financial statements on a going concern basis.
1.3
Turnover
Turnover represents the total invoice value of nursery services provided during the year and is recognised through the Statement of Comprehensive Income. Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company in the period in which the services are provided. Turnover is recognised if it can be reliably measured, if it is probable that the Company will receive the consideration due under the contract and the costs incurred to complete the contract can be measured reliably.
1.4
Intangible fixed assets - goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer's interest in the fair value of the identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight line basis to the Statement of Comprehensive Income over its useful economic life (10 years).
1.5
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Website
5 years
1.6
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
HAPPY DAYS SOUTH WEST LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 14 -
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Leasehold improvements
Straight line over the life of the lease
Fixtures and fittings
between 10% and 33% straight line
IT equipment
33% straight line
Office equipment
10%, 15%, 20% and 33% straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to statement of comprehensive income.
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.
Tangible fixed assets also comprise assets in the course of construction which are held at cost. Depreciation is due to commence when the assets are fully operational.
1.7
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in statement of comprehensive income. Reversals of impairment losses are also recognised in statement of comprehensive income.
1.8
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.
1.9
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally 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.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price less any impairments whereas loans receivable are initially measured at fair value net of transaction costs. Subsequently, basic financial assets are carried at amortised cost using the effective interest method.
HAPPY DAYS SOUTH WEST LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 15 -
Impairment of financial assets
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the statement of comprehensive income.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were be sold at the statement of financial position date.
Basic financial liabilities
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.
Debt instrument
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.
1.10
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.11
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
HAPPY DAYS SOUTH WEST LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 16 -
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.12
Provisions
Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that 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 reporting end date, 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. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in statement of comprehensive income in the period in which it arises.
1.13
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.14
Retirement benefits
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in statement of comprehensive income when they fall due. Amounts not paid are shown in accruals as a liability in the statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.
1.15
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to statement of comprehensive income on a straight line basis over the term of the relevant lease.
HAPPY DAYS SOUTH WEST LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 17 -
1.16
Exceptional costs are disclosed separately in the financial statements where it is necessary to do so to provide further understanding of the financial performance of the company. They are costs that are material either because of their size or their nature, and are considered nonrecurring. These items are presented within the line items to which they best relate and reported separately as exceptional costs.
1.17
The company has taken advantage of the exemption available 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 members within the group.
2
Critical judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on 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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Critical judgements
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Useful economic life of assets
The useful economic life of assets are determined based on management's judgement, considering the specific circumstances of the tangible assets and the expected period over which the assets will contribute to the entity's cash flows.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Dilapidation provision
The company has assessed whether at the reporting date a provision is required in respect of the obligation stated in the lease to return a property to the original condition. The provision is based on an estimate of the cost required considering the condition and size of the property. The estimate of the provision is revisited at each reporting date.
3
Turnover
The turnover of the company is generated from its principal activity. The directors consider there to be only one geographical market, the United Kingdom.
HAPPY DAYS SOUTH WEST LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 18 -
4
Exceptional costs
2023
2022
£
£
Closure costs
-
62,811
Fixed asset write offs
-
6,600
IT projects
-
59,268
Professional fees
-
9,187
Restructuring costs
-
17,165
-
155,031
Exceptional costs incurred in the prior year are considered to be non-recurring. These includes IT projects, nursery closure costs, and the professional, restructuring and write off of fixed assets costs at the closed sites.
5
Operating (loss)/profit
2023
2022
Operating (loss)/profit for the year is stated after charging/(crediting):
£
£
Fees payable to the company's auditor for the audit of the company's financial statements
23,000
18,500
Depreciation of owned tangible fixed assets
251,849
222,838
Amortisation of intangible assets
26,206
13,103
Reimbursement from local authorities for care provided
(1,157,010)
(1,246,368)
Operating lease charges
226,051
208,390
6
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Nursery and administrative staff
174
163
Directors
6
4
Total
180
167
Their aggregate remuneration comprised:
2023
2022
£
£
Wages and salaries
2,962,272
2,775,597
Social security costs
222,531
187,643
Pension costs
61,613
50,666
3,246,416
3,013,906
HAPPY DAYS SOUTH WEST LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
6
Employees
(Continued)
- 19 -
During the year, no directors were remunerated through the Company (2022: Nil).
7
Taxation
The actual charge for the year can be reconciled to the expected (credit)/charge for the year based on the profit or loss and the standard rate of tax as follows:
2023
2022
£
£
(Loss)/profit before taxation
(1,242,493)
109,690
Expected tax (credit)/charge based on the standard rate of corporation tax in the UK of 23.50% (2022: 19.00%)
(291,986)
20,841
Tax effect of expenses that are not deductible in determining taxable profit
7,286
40
Fixed asset differences
(4,448)
30,809
Deferred tax not recognised
291,373
63,896
Transfer pricing adjustments
(115,586)
Deductible allowable expenditure
(2,225)
Taxation charge for the year
-
-
The main rate of corporation tax changed from 19% to 25% on 1 April 2023.
8
Intangible fixed assets
Goodwill
Website
Total
£
£
£
Cost
At 1 January 2023
262,056
262,056
Additions
69,356
69,356
At 31 December 2023
262,056
69,356
331,412
Amortisation and impairment
At 1 January 2023
211,347
211,347
Amortisation charged for the year
26,206
26,206
At 31 December 2023
237,553
237,553
Carrying amount
At 31 December 2023
24,503
69,356
93,859
At 31 December 2022
50,709
50,709
HAPPY DAYS SOUTH WEST LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 20 -
9
Tangible fixed assets
Leasehold improvements
Assets under construction
Fixtures and fittings
IT equipment
Office equipment
Total
£
£
£
£
£
£
Cost
At 1 January 2023
1,975,449
6,120
358,913
682,803
3,023,285
Additions
139,750
56,148
18,835
35,652
250,385
Disposals
(17,860)
(305,309)
(144,716)
(467,885)
Transfers
(11,881)
11,881
Reclassification
(143,172)
143,172
At 31 December 2023
2,097,339
50,387
72,439
442,448
143,172
2,805,785
Depreciation and impairment
At 1 January 2023
1,091,931
334,562
604,388
2,030,881
Depreciation charged in the year
179,201
18,256
54,392
251,849
Eliminated in respect of disposals
(17,860)
(305,309)
(144,716)
(467,885)
Reclassification
(133,541)
133,541
At 31 December 2023
1,253,272
47,509
380,523
133,541
1,814,845
Carrying amount
At 31 December 2023
844,067
50,387
24,930
61,925
9,631
990,940
At 31 December 2022
883,518
6,120
24,351
78,415
992,404
10
Stocks
2023
2022
£
£
Raw materials and consumables
-
11,416
11
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
9,461
10,643
Amounts owed by group undertakings
7,801,439
6,733,177
Other debtors
15,804
Prepayments and accrued income
218,194
92,702
8,044,898
6,836,522
Deferred tax assets of £1,006,096 (2022: £828,784) were not recognised at the statement of financial postion date. The directors have not recognised this amount as it is not probable that they will be recovered against future taxable profits.
HAPPY DAYS SOUTH WEST LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
11
Debtors
(Continued)
- 21 -
Amounts owed by group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand.
12
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
159,248
172,432
Amounts owed to group undertakings
7,389,605
5,392,545
Taxation and social security
146,227
101,977
Other creditors
908,951
623,414
Accruals and deferred income
347,228
235,236
8,951,259
6,525,604
Amounts owed to group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand.
13
Provisions for liabilities
2023
2022
£
£
Dilapidations
167,281
-
Movements on provisions:
Dilapidations
£
Additional provisions in the year
167,281
The directors have estimated the cost of restoration where the lease contains an obligation to return the property to its original condition.
14
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to statement of comprehensive income in respect of defined contribution schemes
61,613
50,666
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund. Contributions to the defined contribution pension scheme are expected to be settled wholly within 12 months of the reporting period.
HAPPY DAYS SOUTH WEST LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 22 -
15
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
3
3
3
3
16
Profit and loss reserves
This reserve related to the cumulative retained earnings less amounts distributed to shareholders.
17
Financial commitments, guarantees and contingent liabilities
The company is party to cross guarantees given in respect of a group debt facility agreement between H. Days Holdings Limited and Pittshanger Bidco Limited, providing access to an amount of £60,000,000 (2022: £60,000,000) which, at the period end, the total capital drawn and interest accrued amounted to £6,831,542 (2022: £Nil). This guarantee is secured by fixed and floating charges over the undertaking, all property and all assets present and future including land, shares and securities, assigned contracts, assigned insurances and assigned accounts of the company.
The company is party to cross guarantees given in respect of certain bank borrowings between H. Days Holdings Limited and Santander UK PLC, providing access to a senior loan facility of £6,000,000 and a growth capital facility of £1,000,00, which at the period end amounted to £6,004,504 (2022: £5,807,843). This guarantee is secured by fixed and floating charges over the undertaking, all property and assets present and future including land, shares and securities, intellectual property, investments, monetary claims, plant and equipment, goodwill, uncalled capital, assigned contracts and assigned insurances of the company.
18
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
2023
2022
£
£
Within one year
236,383
235,431
Between two and five years
773,519
844,958
In over five years
1,024,306
580,599
2,034,208
1,660,988
19
Ultimate controlling party
The immediate parent company is Happy Days Consultancy Limited, a company registered in England and Wales. The registered office is Happy Days Nurseries Chapel Town Business Park, Summercourt, Newquay, England, TR8 5YA.
The ultimate parent company is Pittshanger Holdco Limited, company registered in England and Wales. The registered office is Happy Days Nurseries Chapel Town Business Park, Summercourt, Newquay, England, TR8 5YA. Pittshanger Holdco Limited is the smallest and largest group to consolidate these financial statements. Copies of the consolidated financial statements can be obtained from the registered office.
The directors of Pittshanger Holdco Limited consider the ultimate controlling entity to be Zetland Special Situations Fund II SICAV-RAIF. registered in Luxembourg.
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