REG - Hollywood Bowl Group - Final Results - Year Ending 30 September 2017 <Origin Href="QuoteRef">BOWL.L</Origin>
RNS Number : 8839YHollywood Bowl Group plc11 December 201711 December 2017
Hollywood Bowl Group plc
STRONG REVENUE AND PROFIT GROWTH DELIVERED
THROUGH SUCCESSFUL EXECUTION OF STRATEGY
Hollywood Bowl Group plc ("Hollywood Bowl"), the UK's largest ten-pin bowling operator, is pleased to announce its audited results for the year ended 30 September 2017 (FY2017).
Financial highlights
12 months ended
30 September 2017
12 months ended
30 September 2016
% Movement
Total revenues
114.0m
104.8m(1)
+8.8%
Like for like revenues (2)
+3.5%
+6.5%
Group adjusted EBITDA(3)
33.4m
29.4m
+13.7%
Group adjusted EBITDA margin
29.3%
28.0%
Operating profit
22.2m
14.4m
+54.4%
Profit before tax
21.1m
2.6m
Earnings per share
12.17p
1.12p
Net debt
8.1m
20.8m
-61.1%
Interim ordinary dividend paid per share
1.80p
-
Final ordinary dividend per share
3.95p
0.19p
Special dividend per share
3.33p
-
Operational Highlights/Progress
Refurbishment and rebranding programme progressing well, delivering returns, ahead of expectations
o Six further transformational refurbishments completed
o Four Bowlplex rebrands completed in the year
New centre opening plan on track
o Three new centres opened in the year, all performing strongly
o One new centre already opened in FY2018
Increased capacity utilisation and average spend
o Total game volumes increased 8.5%; 13 million games bowled
o LFL game volumes increased 3.1%
o Spend per game increased 0.8%, to 8.70
Strong cash generation resulting in over 13.6m cash being returned to shareholders for the year
o Final ordinary dividend of 3.95 pence per share
o Special dividend of 3.33 pence per share
o Total dividend of 9.08 pence per share for the year
Stephen Burns, Chief Executive Officer of Hollywood Bowl Group commented:
"I am delighted to report a strong operational and financial performance for our first full year since IPO. Our rebrands and refurbishments have delivered significant returns and new centres opened in the year have performed ahead of expectations. The investments we have made in improving our brand and customer offer have been well received by customers, resulting in more visits and increased spend per game across our portfolio. We will continue to trial and implement more new initiatives in order to ensure the best possible leisure experience for our customers.
"Looking forward, our strong balance sheet and cash generative business model allows us to capitalise on our healthy pipeline of new sites and we remain committed to growing our high quality portfolio through selective new openings and acquisitions.
"We expect to continue this positive momentum as we intensively manage the portfolio for growth and deliver a high-quality customer experience, which continues to be great value for money. This underpins the confidence in our ability to unlock value for shareholders, with a special dividend announced today of 3.33p, and the continuation of our progressive dividend policy going forward. Along with our end of year ordinary dividend of 3.95p we will have returned a total of 13.6m to shareholders for the year."
1 Management conducted a recent process of review of its key contracts and revenue recognition policies; as a result of this and in anticipation of IFRS 15 on 1 October 2018, we have identified that certain transactions have been recognised as revenue and cost of sales in prior periods when it is more appropriate to show the amounts net. Accordingly these revenues and costs of sales have been netted off in the statement of comprehensive income for the year ended30 September 2017. Further, considering its significant impact on prior year financial statements, total revenues for 12 months ended 30 September 2016 have been restated to reflect this.
2 LFL revenue is defined as total revenue excluding any new centre openings (FY2017: 2.7m), pre-acquisition periods in relation to the Bowlplex acquisition on 9 December 2015 (FY2017: 3.4m), closed centres (FY2016: 0.3m) from the current or prior year, and any other non like-for-like income (leap year effect FY2016: 0.2m) and is used as a key measure of constant centre growth.
3 Group adjusted EBITDA (earnings before interest, tax, depreciation and amortisation) reflects the underlying trade of the overall business and excludes any one off benefits (VAT rebates for prior years and dilapidations release), and costs (expenses related to a review of a strategic acquisition which was not pursued and IPO related expenses). It is our view that these are not recurring costs. The reconciliation to operating profit is in note 3 to the Financial Statements.
Enquiries:
Hollywood Bowl Group
Steve Burns, Chief Executive Officer
Laurence Keen, Chief Financial Officer
Mat Hart, Commercial Director
via Tulchan Communications
Tulchan Communications
James Macey White
Elizabeth Snow
+44 (0) 207 353 4200
Notes to Editors:
Hollywood Bowl Group is the UK's largest ten-pin bowling operator, with a portfolio of 58 centres operating across the UK under the Hollywood Bowl, AMF and Bowlplex brands. The Group specialises in operating large, high quality bowling centres, predominantly located in out of town multi-use leisure parks (typically co-located with cinema and casual dining sites) and large retail parks. The centres are designed to offer a complete family entertainment experience with each centre offering at least 12 bowling lanes, on-site dining, licensed bars, and state-of-the-art family games arcades.
CHAIRMAN'S STATEMENT
Overview
Following our first full year as a listed company, Iam pleased to report that FY2017 was another very successful and exciting one for the Group. Revenue continued to grow as more than 13million customers came through our doors andenjoyed the high-quality, family friendly experience we offer.
Revenue increased by 8.8 per cent to 114.0m, driven through like-for-like (LFL) sales growth inthe core estate, continued investment in refurbishments and rebrands, and the opening ofthree new centres - Derby, Southampton andThe London O2. Ourstrong balance sheet has been further strengthened on the back of positive trading, andnet debt has reduced to 8.1m with the netdebt to Group adjusted EBITDA ratio at 0.24times.
This sector-leading performance, combined withour excellence in operations, has enabled theBoard to recommend a final dividend of 3.95p per share, as well as a special dividend of3.33p per share. The combination of these two dividends, along with our interim dividend, means that the business will have returned, subject to shareholder approval of the final dividend at the forthcoming Annual General Meeting, 13.6m (9.08p per share) to shareholders in respect of FY2017. With our strong balance sheet, we are extremely well positioned for continued growth through both the existing estate and future openings.
I have taken enormous pleasure in seeing this business continue to grow and develop over the past 12 months. Focusing on offering a high-quality bowling experience, with the emphasis onfamily friendly entertainment, has led to increased revenue on a LFL basis, withmore customers than ever before choosing tospend their leisure time with us.
Iam delighted at the progress we have madewith our centre investment programme with thecompletion of four transformational refurbishments and six rebrandsduring the year. Basingstoke is an excellent example of our success. Following a 250,000 refurbishment, completed inside just four weeks, the Centre Manager has delivered one of the highest ratesof EBITDA growth withinthe business.
We have nowcompleted sevenoftheBowlplex rebrands, withthe final four planned for FY2018. The success of the Bowlplex rebrands reinforces what an excellent investment Bowlplex was.
Good corporate governance continues to beafocus for the Board as we complete our evolution from private equity to PLC ownership. Following the Group's IPO in FY2016, Epiris soldits remaining interest (17.8 per cent) in the business and we thank Bill Priestley and Ian Wood for their continued support through the first eight months of listing.
The Board recruited an additional independent NED, Ivan Schofield, and I was delighted to welcome Ivan to our Board with effect from 1October. Ivan brings a wealth of European andUK knowledge from several multi-site leisure businesses. He has completed a thorough induction programme and is providing support and new perspective, as wellas giving challenge, to an already high-performing Board.
A key component of our success is our executive leadership team which has done an outstanding job during FY2017. The four senior Directors - Steve Burns (CEO), Laurence Keen (CFO), Mat Hart (Commercial Director) and Melanie Dickinson (Talent Director), have led the company with courage, conviction and a relentless desire to remain on purpose. The behaviour of the senior team provide the leadership and example for allcolleagues to follow which, coupled with team member inductions and our ways of working, provides a clear cultural framework for the company to operate within. The strength of our culture delivers industry-leading performance infinancial measures as well as the softer, subjective measures of customer experience andsatisfaction.
I am also pleased to report that we have a highcalibre management team supporting theexecutive leadership team and senior Directors. We have recently completed a Senior Leadership Development Programme with ten members of the team who exhibit the potential and talent to occupy senior executive roles. My participation inthe reviewing and assessing of the final stages of the programme gave me great encouragement that our succession planning, and future talent arebeing successfully developed.
Our ability to adapt and modify has kept us relevant and accurate in delivering customer satisfaction, measured by our net promotor score and our own customer engagement programme. This success can be seen by thecontinual improvement in both measures ofcustomer satisfaction.
Outlook
The business continues to invest across allpartsof the Group - its people, estate, technology and brands. We have a strong estate which willcontinue to grow (with one centre, our 58th, already opened in the new financial year) and a number of refurbishments and rebrands planned. Our strong balance sheet will allow usto undertake our strategic purpose, and theGroup continues to perform in line with theBoard's expectations for the full year. I thoroughly enjoy my role as Chairman andfeel enthused and confident about the year ahead. We are well-positioned to continue to create value for all our shareholders, with the whole team working every day to generate the right levels of positive energy to deliver the best possible experience for our customers.
I would like to conclude by expressing my thanks to all team members across the Group for what has been another successful year.
Peter Boddy
Chairman
11 December 2017
CHIEF EXECUTIVE's REVIEW
I am delighted to report on another very successful year for the Hollywood Bowl Group. We achieved revenue of 114.0m, representing growth of 8.8 per cent on FY2016, and 3.5 per cent on a like for like basis (LFL). We achieved this through the execution of our customer-led strategy by: improving game volumes and spend pergame by delivering great value for money experiences; investing in our refurbishment programme; and growing the estate through ournew openings and acquisition programme. Through all of this, we have seen Group adjusted EBITDA grow to 33.4m, a 13.7 per cent increase over the prior year, while operating profits grew by 54.4 per cent.
Hollywood Bowl Group is the UK's ten-pin bowling market leader. We have a high quality, leasehold property portfolio of 58 centres across the UK and lead the market in profitability and margin. The Group is well placed to benefit fromthe widely reported and notable shift inbehaviour of customers seeking to spend disposable income on experiences rather than material items. Our enhanced and evolving offer, as well as the continued development of our brands, is widening the appeal to our core family customer group, who are spending longer inourcentres, and to our landlords, who are looking for high-quality leisure operators to supplement theirretail offers.
Strategic progress
Our simple strategy focuses on growing the business organically and driving growth through the effective deployment of capital, and we are very pleased with the progress we have made inFY2017.
Like-for-like growth
Improvements in LFL revenue performance havebeen underpinned by a number of factors, including increased customer visits year-on-year. Game volumes in the year were up 3.1 per cent LFL (and 8.5 per cent total). More of our target market sought out our high-quality family entertainment centres, and we were able toleverage our sector leading CRM system toencourage customers on our database to visitusagain via targeted marketing activity.
We have worked hard expanding the roll out ofproven initiatives and on introducing new concepts to enhance the customer experience. The continuing roll out of the Hollywood Diner menu has enhanced the quality of our products, as well as drive dwell time in our diners. The new menu is now in 30 centres and will be rolled out to the rest of the estate over the coming year. The highly successful VIPconcept is now in 40centres and is a fantastic upgrade for our customers at just an extra 1 per player per game. Our high-quality amusement offer has been further enhanced with the test of virtual reality gaming in three of our centres, an excitingnew experience. We are also testing ournewcashless amusement offer as we look toproactively anticipate customer needs and demands.
The dynamic pricing model weintroduced in Julyenabled us to strategically increase prices without impacting the Group's relative price competitiveness or damaging ourreputation forbeing a great value-for-money experience (our prices remain amongst the lowest of the majorten-pin bowling operators).
All of these initiatives, as well as the fantastic teams we have in our centres, have contributed to our spend per game growing from 8.63 to8.70in FY2017.
Refurbishment and rebrand programme
Ten full refurbishments were completed inFY2017including the rebranding of four Bowlplex and two AMF centres (Tunbridge Wells,Cwmbran, Portsmouth, Brighton, Tolworth and Ashford). Over 60 per cent of the estate has now been refurbished with each project benefiting from those that have gone before, resulting in exceptional industry leading environments. In consequence, we continue to deliver impressive returns from the capital deployed, with the ten refurbishments on track to outperform their targeted 33 per cent return on investment.
New centre openings
Our disciplined approach to centre roll out hasbeen key to delivering the high returns andsustained performance we have seen from our mature centres. One of our key success criteria is being co-located with the top cinema in town. Over 70% of our current estate fulfils this criterion, and our recent openings have continued on thispath.
We opened three centres in FY2017, two ofwhich- Southampton and Derby - were organic openings, while The London O2 was anacquisition. Each property negotiation is based onitsown merits and we continue to beasought-after tenant for both leisure parks andretail developments.
Hollywood Bowl Southampton opened as partofa new Hammerson leisure development. Itisone of our smaller format concept centres designed to fit within a retail/leisure offer. Tradingsince theopening in December 2016 hasbeen extremely positive, and it is on course topay back 50 per cent of the invested capital within year one.
Our second new opening is part of intu Derby and complements the site's high-quality offering of a cinema, casual dining restaurants, retail and an adventure golf centre. Derby is trading very well and is ahead of expectation.
Both of these new centres included the operational trials of 'Pins on strings' technology - an innovation to improve machine reliability andcut downtime - and cashless amusements, a trial of digital payment card readers that can facilitate price changes and greater customer engagement.
Acquisitions
In June, we refurbished and rebranded Brooklyn Bowl at The London O2, taking a three-year management contract to operate thevenue. Early trading has been in line with our expectations. In FY2017 we also acquired the Namco Bowl inDagenham, a 30,000 square foot centre in a prime spot co-located with a cinema and casual dining. Thiscentre started trading on4October 2017 and isperforming in line withexpectations.
Pipeline
We have secured a strong pipeline of new centres enabling us to deliver on our plan of anaverage of two new openings per year. The high-quality product we deliver for our landlords, coupled with our strong covenant and reputation for top-quality operating standards, have created new opportunities. Leases have been signed with intu for the leisure extension at its flagship Lakeside centre and for the leisure extension ofintuWatford.
Legal work is progressing on a number of other exciting new developments, giving us confidence in our longer term growth opportunities.
Our people
Our people are instrumental to the success ofour business and I am enormously grateful tobe supported by a talented, enthusiastic and motivated team who are incredibly professional, customer-focused and commercially driven.
We are proud to provide an inclusive and supportive environment for all team members, including good opportunities to develop rewarding careers. 127 of the team have undertaken our internal talent development programmes, with 36team members being promoted to assistant manager, seven to CentreManager and five toasenior support roleas a consequence.
Given the diversity of our portfolio, and the unique markets in which we operate, we take care to recruit only the most engaging and energetic team members, strong people withanentrepreneurial approach. Our centre management teams are rewarded for work well done through our uncapped bonus scheme.
Technology-driven growth
We continue to invest in our technology platforms which are a key enabler of our growth.We have moved our core reservation and CRMsystem infrastructure on to a cloud-based service, improving its resilience, scalabilityand performance.
Our proprietary scoring system is now in 24centres. The system was upgraded earlier intheyear to increase in-centre data capture andenhance customer engagement levels through the inclusion of additional personalised content in our automated post-bowling email programmes which generated an overall 41 percent increase in revenue year-on-year. Our contactable customer marketing database has grown by nine per cent in the last 12 months. Along with our automated and tactical programmes, it is akey revenue driving asset asit facilitates thepromotion of short term, closed user-group offers that deliver incremental revenues in more challenging trading periods.
Our online channel continues to perform welland take share from our walk-up channel. Revenues are up 26 per cent year-on-year supported by increased and cost-effective investment in digital advertising and the introduction of dynamic pricing. Alongside this, our ongoing focus on improving our customers' booking journey saw mobile conversion levels increase. Mobile accounted for 54 per cent ofour online revenue.
Outlook
Off the back of another successful year, we arewell positioned to continue the delivery of ourstrategy in FY2018. We have a high-quality estate, we have added four new centres in the last 12 months and we continue to invest capital to enhance our offering across the portfolio.
Withcontinued investment into our teams, including multiple management training/talent programmes, we are well placed to further enhance our customer proposition. Our growing scale and revenues mean that we can continue to leverage operational efficiencies, increasing our profits as a percentage ofrevenue.
My team and I invest a great deal of time and effort in assessing new centre opportunities aswell as ensuring we continue to invest in themost appropriate parts of our estate to provide the latest innovation and technology toourcustomers.
There is much talk in the press and elsewhere ofthe impact of 'Brexit'. We do not believe that the exit of the United Kingdom from the EU will have an impact on the underlying performance of our business because Hollywood Bowl, and the activities we offer, have great customer appeal throughout the country and through alleconomic cycles.
Finally, I would like to thank all of our team members for their hard work during FY2017 andI look forward to working alongside them todeliver our priorities for FY2018.
Stephen Burns
Chief Executive Officer
11 December 2017
FINANCIAL REVIEW
Summary
30 September 2017
30 September 2016
Total number of centres1
57
54
Number of games played
13.1m
12.1m
Revenue2
114.0m
104.8m
Gross profit margin
86.5%
85.3%
Group adjusted EBITDA3
33.4m
29.4m
Group adjusted operating cash flow4
26.7m
23.7m
Group expansionary capital expenditure
6.9m
3.5m
1 Excludes Dagenham which was acquired on 18 September 2017 but did not open until 4 October 2017.
2 Management conducted a review of its key contracts and revenue recognition policies; as a result of this and in anticipation of IFRS 15, we have identified that certain transactions have been recognised as revenue and cost of sales in previous periods, when it is more appropriate to recognise them net.
3 Group adjusted EBITDA (earnings before interest, tax, depreciation and amortisation) reflects the underlying trade of the overall business and excludes any exceptional costs as noted in this section. It is our view that these are not recurring costs.
4 Group adjusted operating cash flow is calculated as Group adjusted EBITDA less working capital and maintenance capital expenditure.
We are pleased to have delivered another strong set of financial results in the first full year following our IPO, with revenue growth of 8.8 per cent and Group adjusted EBITDA growth of 13.7 per cent.
This growth has contributed to profit after tax of 18.3m compared to 1.2m in FY2016. Group adjusted operating cash flow increased by 12.5 per cent as a result of the increase in Group adjusted EBITDA offset by a slight increase in maintenance capital and corporation tax paid in the financial year.
Revenue growth
We are extremely proud to have delivered a record sales performance over the 12 months to 30 September 2017 and are encouraged by the performance of our new centres.
The continued strength of the Group is reflected in its revenue and profit performance for the year compared to the prior year. The total 8.8 per cent revenue growth has been driven through like for
like (LFL) revenues growing at 3.5 per cent as well as 5.8 per cent from new openings. Group revenue for FY2017 is 114.0m, up from 104.8m in the previous year2.
Game volumes grew to 13.1m (8.5 per cent up on prior year) and by 3.1 per cent on a LFL basis. This was driven by our continued focus on providing excellent customer satisfaction and environments that people want to visit more often. Total spend per game grew by 0.8 per cent as customers continued to spend more across all areas of the business during their visits.
Over the past year, we have invested in refurbishing four centres (one completed first week of October), which are realising a return on capital employed of over 60 per cent, and rebranded four Bowlplex centres (Tunbridge Wells was completed in the first week of October 2017) and two AMF centres to Hollywood Bowl. These rebrands are transformational for the customer and the average returns continue to be above our 33 per cent hurdle rate. We will complete the final four Bowlplex rebrands during FY2018, as well as undertake three to six other refurbishments.
LFL revenue is defined as total revenue excluding any new centre openings (FY2017: 2.7m), pre-acquisition periods in relation to the Bowlplex acquisition on 9 December 2015 (FY2017: 3.4m), closed centres (FY2016: 0.3m) from the current or prior year, and any other non like-for-like income (leap year effect FY2016: 0.2m) and is used as a key measure of constant centre growth.
Gross margin
Gross profit margin improved from 85.3 per cent to 86.5 per cent due to the full-year effect of the new drinks contract (January 2016), improved terms on amusements (February 2016) and a marginal increase in bowling mix seen in the year. As well as these factors, our teams in-centre continue to receive on the job training to deliver food and drink product to specification each and every time. Gross profit margin has improved from 84.0 per cent in FY2015.
Administration expenses
Administration expenses were flat year-on-year due to the significant reduction in exceptional items.
Excluding exceptional items and property disposals, administration expenses increased 5.1m (7.3 per cent). The majority of this increase is split between new centres at1.5m, the full-year effect of the Bowlplex centres at 2.1m anddepreciation of 0.7m, while constant centre costs decreased by 0.3m. The largest cost within administration expenses is property costs, ofwhich rent accounts for 13.7m. Property costsincreased by 1.2m due to an increase in the number of centres we operate, aswell as a small increase, less than 0.1 per cent, in property rates on the back of the rating revaluation in April 2017. Employee costs also form a significant proportion of administration expenses - 21.6m, and in total increased by 1.5m, however on a constant centre basis the increase was just over 0.1m, to 17.0m.
Support centre costs increased from 8.8m to 10.9m. Thiswaslargely due to the administrative and employee costs associated with being a fully listed company, increased spend onmarketing activity, as well as increased training and travel costs associated with our Centre Management leadership programmes. The support centre cost is notexpected to increase significantly inFY2018.
Group adjusted EBITDA
Group adjusted EBITDA increased by 13.7 per cent during the year mainly due to revenue growth over this period, as well as animprovement in the gross profit margin as noted above.
Growth in EBITDA from our constant centres has contributed significantly towards the growth in Group adjusted EBITDA. Constant centre EBITDA grew by 8.9 per cent year-on-year, toanaverageof 786,000 per centre.
EBITDA from new centres was encouraging this year, withbothSouthampton and Derby performing significantly aboveexpectations.
Management use EBITDA adjusted for exceptional items (Group adjusted EBITDA) as a key performance measure of the business.
30 September 2017
'000
30 September 2016
'000
Operating profit
22,201
14,378
Depreciation
9,990
9,316
Amortisation
540
493
Loss on disposal of fixed assets
640
-
EBITDA
33,371
24,187
Exceptional items
3
5,163
Group adjusted EBITDA
33,374
29,350
Exceptional costs
Exceptional costs have decreased significantly year-on-year as FY2016 included 2.3m of costs associated with the IPO and a further 2.3m in relation to the Bowlplex acquisition.
30 September 2017
'000
30 September 2016
'000
VAT rebate1
80
1,395
Rates rebate2
-
79
Property costs3
-
(648)
Acquisition-related expenses4
-
(2,334)
Restructuring and legal costs5
-
(757)
IPO-related expenses6
(102)
(2,298)
Share-based payments7
-
(600)
Non-recurring expenditure onstrategic projects8
(100)
-
Bank charges9
(116)
-
Dilapidations provision10
235
-
(3)
(5,163)
1 The Group was able to make a one-off retrospective reclaim in respect of overpaid VAT relating to customers who were 'no-shows' and children's shoe hire. This VAT rebate relates to a rebate for FY2012 to FY2015. This has been classified as other income in the consolidated statement of comprehensive income for the year ended 30 September 2016. The amount recognised in FY2017 relates to a historic claim for no shows from FY2015 to FY2016.
2 There was a sector wide property rating appeal which was settled during FY2015 and resulted in a majority of the Group's centres receiving one-off rebates for the period from April 2010 onwards. Most of this was received in FY2015. With the new rating effective from April 2017, the normal rates appeals process will be followed and in-year refunds have not been included within exceptional costs.
3 For FY2016 this includes profit for the sale of the Avonmeads Centre (0.8m) anda reverse premium (1.6m) for exiting a lease rental contract for the Liverpoolcentre.
4 Costs relating to the acquisition of Bowlplex in December 2015. These costs include legal and research fees in connection with the lengthy CMA process which was part of the acquisition.
5 In FY2016, these costs relate to the acquisition of Bowlplex in December 2015, and costs for the management of the Group by Epiris.
6 Costs associated with the IPO of Hollywood Bowl Group plc on the London Stock Exchange on 21 September 2016. Costs include legal and accounting transaction fees along with corporate banking costs.
7 Allocation of shares to employees on IPO date. Shares issued to employees were recorded at fair value, being the strike price at IPO. This comprised the fair value ofthe shares (527,000) and the employers' national insurance expense (73,000). This was a one-off allocation of shares to employees as part of the IPO. Share-based payments and other LTIPs have not been included in exceptional items as these are envisaged to be recurring and part of the normal course of business.
8 Costs (comprising legal and professional fees) relating to review of a strategic acquisition which was not pursued.
9 Card payment processing fees relating to prior periods that were not previouslyinvoiced.
10 The release of a dilapidation provision for a site that will be exited in FY2018 withno associated costs expected.
Finance costs
Finance costs decreased from 11.9m in FY2016 to 1.1m as aresult of the Group's post IPO financing structure. The Group currently has gross debt of 30m with the first debt repayment of0.75m due in December 2017. The Group also has an undrawn revolving credit facility of 5m and capital expenditure facility of5m.
Taxation
The Group has incurred a tax charge of 2.8m for the year which represents an effective tax rate on statutory profit before tax of 13.5 per cent. Excluding the deferred tax element, the effective rate would be 20.5 per cent.
Earnings
Profit before tax for the year was 21.1m which was higher thanthe prior year by 18.5m as a result of the factors discussed.
The Group delivered a profit after tax of 18.3m.
Basic and adjusted earnings per share was 12.17 pence.
Dividend
As stated at the time of the IPO, we expect to maintain a progressive dividend policy which reflects the Group's strongearnings potential and cash generative characteristics, while allowing us to retain sufficient capital to fund ongoing operating requirements and invest in the Group's long-term growth plans.
For the year ended 30 September 2017, the Board is recommending a final ordinary dividend of 3.95 pence per share, giving atotal ordinary dividend for the year of 5.75 pence per share, and dividend cover of 2.0 times underlying earnings pershare.
The final dividend will be paid, subject to shareholder approval at the Company's AGM on 30 January 2018, on 27 February 2018 toshareholders on the register on 2 February 2018.
The Board expects to maintain leverage below 1.0 times net debtto underlying historic last twelve months EBITDA. Whilst thisleverage ratio will typically vary during the financial year, theBoard's current intention is to maintain average leverage around this level.
To the extent that there is surplus cash within the business and, as outlined in the capital structure section below, other priorities having been satisfied, the Board expects to return the surplus toshareholders. In line with this strategy, a special dividend of 3.33pence per share, will be paid to shareholders alongside the ordinary dividend. This will mean that the Group has returned atotal of 13.6m in cash to shareholders for the year, equating to9.08 pence pershare.
Cash flows
The Group continues to deliver strong cash generation with Groupadjusted operating cash flow 12.5 per cent higher at 26.7m due to an increase in EBITDA and efficient use of working capital, offset byincreased tax payments. This resulted inGroup adjusted operating cash flow conversion of 79.9 per cent.
30 September 2017
'000
30 September 2016
'000
Group adjusted EBITDA
33,374
29,350
Movement in working capital
2,554
2,468
Maintenance capital expenditure1
(6,358)
(5,768)
Taxation
(2,905)
(2,352)
Adjusted operating cash flow (OCF)
26,665
23,698
Adjusted OCF conversion
79.9%
80.7%
Expansionary capital expenditure2
(6,896)
(3,468)
Disposal proceeds
-
1,430
Exceptional items
(3,153)
(2,484)
Interest paid
(961)
(2,093)
Acquisition of subsidiary
-
(22,801)
Cash acquired in subsidiary
-
970
Cash flows from financing activities
-
(724)
Dividends paid
(2,985)
-
Net cash flow
12,670
(5,472)
1 Maintenance capital expenditure includes amusements capital and disposalproceeds.
2 Expansionary capital expenditure includes all refurbishments, rebrands and newcentre capital net of any landlord contributions.
Capital structure and cash allocation
Our top priority is to maintain a strong balance sheet. The debt target of 1x net debt to underlying last twelve months EBITDA has been set at a level the Board believes to be appropriate, taking into account the Group's strong, regular cash flow generation, property commitments and lack ofpension deficit.
Our priorities for use of cash, based on the balance sheet described above, will be:
capital investment in existing centres as well as new centre opportunities;
appropriate acquisition opportunities;
to pay and grow the ordinary dividend every year within a cover ratio of approximately 2x; and
thereafter, any excess cash will be available for additional distribution to shareholders as the Board deems appropriate.
The debt target is intended as guidance rather than a hard and fast rule. Our clear priority at present is investment to deliver our strategy. As at 30 September 2017, net debt stood at 0.24x underlying EBITDA.
Capital expenditure
Total capital expenditure was up 69.8 per cent year-on-year, to13.3m. The largest increase was in respect of new centres, where during FY2017 we spent 4.0m (net of landlord contributions) compared to 0.6m in the prior year. FY2017 includes all capital for the three new centres opened in the year, plus over 60 per cent of the expected capital for our new centre in Dagenham, which opened in early October 2017. As we continued on our refurbishment and rebrand programme, this expenditure increased marginally year-on-year, by 0.1m, to 3.0m.
Laurence Keen
Chief Financial Officer
11 December 2017
Consolidated statement of comprehensive income
Year ending 30 September 2017
Note
30 September
2017
'000
Restated
30 September
2016
'000
Restated
30 September 2015
'000
Revenue
2
113,968
104,803*
84,622*
Cost of sales
2
(15,349)
(15,376)*
(13,541)*
Gross profit
98,619
89,427
71,081
Administrative expenses
5
(76,498)
(76,444)
(58,047)
Other income
80
1,395
-
Operating profit
22,201
14,378
13,034
Underlying operating profit
22,204
19,541
12,312
Exceptional items
4
(3)
(5,163)
722
Finance income
7
12
22
8
Finance expenses
7
(1,158)
(11,905)
(8,143)
Movement in derivative financial instrument
55
79
(134)
Profit before tax
21,110
2,574
4,765
Tax expense
8
(2,848)
(1,387)
(1,173)
Profit for the year attributable to equity shareholders
18,262
1,187
3,592
Other comprehensive income
-
-
-
Total comprehensive income for the year attributable toequityshareholders
18,262
1,187
3,592
Basic earnings per share (pence)
9
12.17
1.12
3.56
Diluted earnings per share (pence)
9
12.17
1.12
3.56
* Additional information on restatement is available in note 2.
Consolidated statement of financial position
As at 30 September 2017
Note
30 September 2017
'000
30 September 2016
'000
ASSETS
Non-current assets
Property, plant and equipment
10
39,709
37,264
Intangible assets
11
78,867
79,228
118,576
116,492
Current assets
Cash and cash equivalents
21,894
9,224
Trade and other receivables
7,144
9,634
Inventories
1,189
1,018
30,227
19,876
Total assets
148,803
136,368
LIABILITIES
Current liabilities
Trade and other payables
16,857
18,866
Loans and borrowings
12
1,380
-
Corporation tax payable
2,461
1,034
20,698
19,900
Non-current liabilities
Other payables
6,145
6,941
Loans and borrowings
12
28,143
29,403
Deferred tax liabilities
746
2,230
Accruals and provisions
3,308
3,476
Derivative financial instruments
-
55
38,342
42,105
Total liabilities
59,040
62,005
NET ASSETS
89,763
74,363
Equity attributable to shareholders
Share capital
1,500
71,512
Share premium
-
51,832
Merger reserve
(49,897)
(49,897)
Capital redemption reserve
-
99
Retained earnings
138,160
817
TOTAL EQUITY
89,763
74,363
Consolidated statement of changes in equity
For the year ended 30 September 2017
Share capital '000
Share premium '000
Merger reserve '000
Capital redemption reserve '000
Retained earnings '000
Total
'000
Equity at 30 September 2015
49,932
-
(49,847)
-
(370)
(285)
Shares issued during the year
100
-
(50)
-
-
50
Debt for equity swap
21,424
51,460
-
-
-
72,884
Issue of shares to employees
155
372
-
-
-
527
Shares re-organisation
(99)
-
-
99
-
-
Profit for the period
-
-
-
-
1,187
1,187
Equity at 30 September 2016
71,512
51,832
(49,897)
99
817
74,363
Share capital re-organisation
(70,012)
(51,832)
-
(99)
121,943
-
Dividends paid
-
-
-
-
(2,985)
(2,985)
Share-based payments
-
-
-
-
123
123
Profit for the period
-
-
-
-
18,262
18,262
Equity at 30 September 2017
1,500
-
(49,897)
-
138,160
89,763
Consolidated statement of cash flows
For the year ended 30 September 2017
Note
30 September 2017
'000
30 September 2016
'000
Cash flows from operating activities
Profit before tax
21,110
2,574
Adjusted by:
Depreciation and impairment
10
9,990
9,316
Amortisation of intangible assets
11
540
493
Net interest expense
1,145
11,883
Loss/(profit) on disposal of property, plant and equipment and software
640
(745)
Movement on derivative financial instrument
(55)
(79)
Share-based payments
123
526
Operating profit before working capital changes
33,493
23,968
(Increase)/decrease in inventories
(171)
108
Decrease in trade and other receivables
2,490
5,115
(Decrease)/increase in payables and provisions
(3,035)
143
Cash inflow generated from operations
32,777
29,334
Interest received
12
7
Income tax paid - corporation tax
(2,905)
(2,352)
Interest paid
(975)
(2,100)
Net cash inflow from operating activities
28,909
24,889
Investing activities
Acquisition of subsidiaries
-
(22,801)
Subsidiary cash acquired
-
970
Purchase of property, plant and equipment
(13,551)
(10,157)
Purchase of intangible assets
(196)
(357)
Sale of assets
493
2,708
Net cash used in investing activities
(13,254)
(29,637)
Cash flows from financing activities
Issue of loan notes
-
10,000
Increase of bank loan
-
(9,250)
Payment of financing costs
-
(1,474)
Dividends paid
(2,985)
-
Net cash flows used in financing activities
(2,985)
(724)
Net change in cash and cash equivalents for the period
12,670
(5,472)
Cash and cash equivalents at the beginning of the period
9,224
14,696
Cash and cash equivalents at the end of the period
21,894
9,224
Notes to the Financial Statements
1. General information
The financial information set out above does not constitute the Company's statutory accounts for the years ended 30 September 2017 or 2016, but is derived from those accounts. Statutory accounts for 2016 have been delivered to the registrar of companies, and those for 2017 will be delivered in due course. The auditor has reported on those accounts; their reports were (i) unqualified, (ii) did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying their report and (iii) did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.
Hollywood Bowl Group plc (together with its subsidiaries, the Group) is a public limited company whose shares are publicly traded on the London Stock Exchange and is incorporated and domiciled in England and Wales. The registered office of the Parent Company is Focus 31, West Wing, Cleveland Road, Hemel Hempstead, HP2 7BW, United Kingdom. The registered Company number is10229630.
The Group's principal activities are that of the operation of ten-pin bowling centres as well as the development of new centres and other associated activities.
The Directors of the Group are responsible for the consolidated Financial Statements.
2. Accounting policies
Basis of preparation
The consolidated Financial Statements have been prepared on a going concern basis under the historical cost convention as modified by the recognition of certain financial assets/liabilities (including derivative instruments) at fair value through the profit and loss.
The Group beneath Hollywood Bowl Group plc, headed by Kanyeco Limited, previously first-time adopted IFRS in the year ended30September 2014. In preparing the consolidated Financial Statements for Hollywood Bowl Group plc for the year ended 30September 2016, the Directors reflected, under reverse acquisition accounting, the amounts reported in the Group headed byKanyeco Limited.
Restatement of the income statement
Management conducted a recent process of reviewing its key contracts and revenue recognition policies; as a result of this process, and in anticipation of IFRS 15 adoption on 1 October 2018, we have identified that certain transactions have been recognised as revenue and costs of sales in previous periods, when it is more appropriate to recognise the amounts net.
Accordingly, these revenues and cost of sales have been netted off in the statement of comprehensive income for the year ended 30September 2017. Further, considering its significant impact on prior year financial statements, they have been restated as below:
It should be noted there is no impact on gross profit, operating profit, profit after tax, net assets or net cash flow.
Restated
2016
'000
Original
2016
'000
Restated
2015
'000
Original
2015
'000
Revenue
104,803
106,632
84,622
86,044
Cost of sales
(15,376)
(17,205)
(13,541)
(14,963)
Gross profit
89,427
89,427
71,081
71,081
3. Reconciliation of operating profit to Group adjusted EBITDA
30 September 2017
'000
30 September 2016
'000
Operating profit
22,201
14,378
Depreciation (note 10)
9,990
9,316
Amortisation (note 11)
540
493
Loss on disposal of property, plant and equipment and software (note 10 and 11)
640
-
EBITDA
33,371
24,187
Exceptional items (note 4)
3
5,163
Group adjusted EBITDA
33,374
29,350
Management use EBITDA adjusted for exceptional items (Group adjusted EBITDA) as a key performance measure of the business. Itisfelt that this measure reflects the underlying trading of the business.
4. Exceptional items
Exceptional items are disclosed separately in the Financial Statements where the Directors consider it necessary to do so to provide further understanding of the financial performance of the Group. They are material items or expense that have been shown separately due to the significance of their nature or amount:
30 September 2017
'000
30 September 2016
'000
VAT rebate1
80
1,395
Rates rebate2
-
79
Property costs3
-
(648)
Acquisition related expenses4
-
(2,334)
Restructuring and legal costs5
-
(757)
IPO related expenses6
(102)
(2,298)
Share-based payments7
-
(600)
Non-recurring expenditure on strategic projects8
(100)
-
Bank charges9
(116)
-
Dilapidations provision10
235
-
(3)
(5,163)
1 The Group was able to make a one-off retrospective reclaim in respect of overpaid VAT relating to customers who were 'no-shows' and children's shoe hire. This VAT rebate relates to arebate for FY12 to FY15. This has been classified as other income in the consolidated statement of comprehensive income for the year ended 30September 2016. The amount recognised in FY17 relates to a historic claim for no shows from FY15 to FY16.
2 There was a sector wide property rating appeal which was settled during FY15 and resulted in a majority of the Group's centres receiving one-off rebates for the period from April2010 onwards. Most of this was received in FY15. With the new rating effective from April 2017, the normal rates appeals process has been followed and in year refunds have not beenincluded within exceptional costs.
3 For FY16 this includes profit from the sale of the Avonmeads Centre (0.8m) and a reverse premium (1.6m) for exiting a lease rental contract for the Liverpool centre.
4 Costs relating to the acquisition of Bowlplex in December 2015. These costs include legal and research fees in connection with the lengthy CMA process which was part oftheacquisition.
5 In FY16, costs relate to the acquisition of Bowlplex in December 2015, and costs for the management of the Group byElectra.
6 Costs associated with the IPO of Hollywood Bowl Group plc on the London Stock Exchange on 21 September 2016. Costs include legal and accounting transaction fees along with corporate banking costs.
7 Allocation of shares to employees on IPO date. Shares issued to employees were recorded at fair value, being the strike price at IPO. This comprised the fair value of theshares (527,000) and the employers' national insurance expense (73,000). This was a one-off allocation of shares to employees as part of the IPO. Share based payments and other LTIPs havenot been included in exceptional items as these are envisaged to be recurring and part of the normal course of business going forward.
8 Costs (comprising legal and professional fees) relating to review of a strategic acquisition which was not pursued.
9 Card payment processing fees relating to prior periods that were not previously invoiced.
10 The release of a dilapidations provision for a site that will be exited in FY18 with no associated costs expected.
5. Profit from operations
Profit from operations includes the following:
30 September 2017
'000
30 September 2016
'000
Amortisation of intangible assets
540
493
Depreciation of property, plant and equipment
9,990
9,316
Operating leases:
- Property
13,648
13,514
- Other
46
-
Loss/(profit) on disposal of property, plant and equipment and software1
640
(745)
Auditor's remuneration:
- Fees payable for audit of these financial statements
75
75
Fees payable for other services
- Audit of subsidiaries
30
75
- Review of interim financial statements
22
-
- Other services
2
2
- Taxation compliance services
-
6
- Other tax advisory services
-
225
- Services relating to corporate finance transactions2
-
737
129
1,120
1 In FY2016, this includes profit on the sale of Avonmeads. See note 4.
2 Services relating to corporate finance transactions includes 667,000 in relation to the IPO, and 70,000 in relation to the acquisition of Bowlplex in December 2015.
6. Staff numbers and costs
The average number of employees (including Directors) during the period was as follows:
30 September 2017
'000
30 September 2016
'000
Directors
6
6
Administration
62
57
Operations
1,887
1,682
Total staff
1,955
1,745
The cost of employees (including Directors) during the period was as follows:
30 September 2017
'000
30 September 2016
'000
Wages and salaries
24,651
22,111
Social security costs
1,736
1,614
Pension costs
180
185
Shared-based payments
123
600
Total staff cost
26,690
24,510
7. Finance income and expenses
30 September 2017
'000
30 September 2016
'000
Interest on bank deposits
9
22
Other interest
3
-
Finance income
12
22
Interest on bank borrowings
1,091
1,900
Unwinding of discount on provisions
67
124
Interest on loan notes
-
6,886
Exceptional finance costs
-
2,995
Finance expense
1,158
11,905
In FY2016, exceptional finance costs comprise the write off of 2,858,000 of capitalised financing fees relating to the previous bank facility that ended onIPO and 137,000 to settle the liability on an outstanding interest rate swap, which was ended on IPO.
8. Taxation
30 September 2017
'000
30 September 2016
'000
The tax expense is as follows:
- UK corporation tax
4,667
2,130
- Adjustment in respect of prior years
(335)
(42)
Total current tax
4,332
2,088
Deferred tax:
Origination and reversal of temporary differences
(820)
(701)
Effect of changes in tax rates
22
-
Adjustment in respect of prior years
(686)
-
Total deferred tax
(1,484)
(701)
Total tax expense
2,848
1,387
Factors affecting current tax charge/(credit):
The tax assessed on the profit for the period is different to the standard rate of corporation tax in the UK of 19.5 per cent (2016:20percent). The differences are explained below:
30 September 2017
'000
30 September 2016
'000
Profit excluding taxation
21,110
2,574
Tax using the UK corporation tax rate of 19.5% (2016: 20%)
4,116
515
Change in tax rate on deferred tax balances
22
(276)
Non-deductible expenses
(235)
1,234
Tax exempt revenues
(34)
(44)
Adjustment in respect of prior years
(1,021)
(42)
Total tax expense included in profit or loss
2,848
1,387
The Group's standard tax rate for the year ended 30 September 2017 was 19.5 per cent (2016: 20 per cent).
The adjustment in respect of prior years for deferred taxation relates to the reduction of overstated deferred tax liabilities created in prior years, due to a higher estimate of qualifying net book value of fixed assets against its corresponding tax base.
9. Earnings per share
Basic earnings per share are calculated by dividing the profit attributable to equity holders of Hollywood Bowl Group plc by the weighted average number of shares outstanding during the year, excluding invested shares held pursuant to a Long Term Incentive Plan. The weighted average number of shares for the preceding year has been stated as if the Group share-for-share exchange had occurred at the beginning of the comparative year.
Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. During the year ended 30 September 2017, the Group had potentially dilutive sharesin the form of unvested shares pursuant to a Long Term Incentive Plan.
30 September 2017
30 September 2016
Basic and diluted
Profit for the year after tax ('000)
18,262
1,187
Basic weighted average number of shares in issue for the period (number)
150,000,000
105,843,170
Adjustment for share awards
104,367
-
Diluted weighted average number of shares
150,104,367
105,843,170
Basic earnings per share (pence)
12.17
1.12
Diluted earnings per share (pence)
12.17
1.12
Adjusted underlying earnings per share
Adjusted earnings per share is calculated by dividing adjusted underlying earnings after tax by the weighted average number of shares issued during the year.
30 September 2017
30 September 2016
Adjusted underlying earnings after tax (before exceptional costs and shareholder interest) ('000)
18,256
14,004
Basic adjusted earnings per share (pence)
12.17
13.23
Diluted adjusted earnings per share (pence)
12.16
13.23
Adjusted underlying earnings after tax is calculated as follows:
2017
'000
2016
'000
Profit before taxation
21,110
2,574
Exceptional items (note 4)
3
5,163
Exceptional costs within finance expenses (note 4)
-
2,995
Shareholder interest (note 7)
-
6,886
Adjusted underlying profit before taxation
21,113
17,618
Less taxation
(2,857)
(3,614)
Adjusted underlying earnings after tax
18,256
14,004
10. Property, plant and equipment
Long leasehold property '000
Short leasehold property '000
Plant, machinery and fixtures and fittings '000
Total
'000
Cost
At 1 October 2015
1,224
5,980
30,943
38,147
Additions
-
2,674
7,483
10,157
On acquisition
-
1,715
5,817
7,532
Disposals
-
(20)
(4,476)
(4,496)
At 30 September 2016
1,224
10,349
39,767
51,340
Additions
27
5,921
7,603
13,551
Disposals
-
(950)
(4,425)
(5,375)
At 30 September 2017
1,251
15,320
42,945
59,516
Accumulated depreciation
At 1 October 2015
64
1,633
5,596
7,293
Depreciation charge
46
1,688
7,582
9,316
Disposals
-
(10)
(2,523)
(2,533)
At 30 September 2016
110
3,311
10,655
14,076
Depreciation charge
49
1,969
7,972
9,990
Disposals
-
(697)
(3,562)
(4,259)
At 30 September 2017
159
4,583
15,065
19,807
Net book value
At 30 September 2017
1,092
10,737
27,880
39,709
At 30 September 2016
1,114
7,038
29,112
37,264
At 30 September 2015
1,160
4,347
25,347
30,854
Impairment
Impairment testing is carried out at the cash-generating unit (CGU) level on an annual basis. A CGU is the smallest identifiable group ofassets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. Each individual centre is considered to be a CGU.
The Group determines whether property, plant and equipment are impaired when indicators of impairments exist or based on the annual impairment assessment. The annual assessment requires an estimate of the value in use of the CGU to which the property, plantand equipment are allocated.
11. Intangible assets
Goodwill '000
Brand1 '000
Trademark1 '000
Software '000
Total
'000
Cost
At 1 October 2015
62,014
3,360
798
544
66,716
Additions
-
-
-
357
357
On acquisition
13,020
-
4
154
13,178
Disposals
-
-
-
(15)
(15)
At 30 September 2016
75,034
3,360
802
1,040
80,236
Additions
-
-
-
196
196
Disposals
-
-
-
(65)
(65)
At 30 September 2017
75,034
3,360
802
1,171
80,367
Accumulated amortisation
At 1 October 2015
-
180
66
284
530
Amortisation charge
-
168
50
275
493
Disposals
-
-
-
(15)
(15)
At 30 September 2016
-
348
116
544
1,008
Amortisation charge
-
168
51
321
540
Disposals
-
-
-
(48)
(48)
At 30 September 2017
-
516
167
817
1,500
Net book value
At 30 September 2017
75,034
2,844
635
354
78,867
At 30 September 2016
75,034
3,012
686
496
79,228
At 30 September 2015
62,014
3,180
732
260
66,186
1 This relates to the Hollywood Bowl brand and trademark only.
Impairment testing is carried out at the cash-generating unit (CGU) level on an annual basis. A CGU is the smallest identifiable group ofassets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. Each individual centre is considered to be a CGU. However, for the purposes of testing goodwill for impairment, it is acceptable under IAS36 to group CGUs, in order to reflect the level at which goodwill is monitored by management. The whole Group is considered tobeone CGU, for the purposes of goodwill impairment test, on the basis of the level at which goodwill is monitored by management and historical allocation of goodwill upon acquisition.
The recoverable amount of the CGU is determined based on a value-in-use calculation using cash flow projections based on financial budgets approved by the Board covering a three-year period. Cash flows beyond this period are extrapolated using the estimated growth rates stated in the key assumptions. The key assumptions used in the value-in-use calculations are:
2017
2016
Discount rate (pre-tax)
8.9%
9.8%
Growth rate
2.0%
2.0%
Discount rates reflect management's estimate of return on capital employed required. This is the benchmark used by management to assess operating performance and to evaluate future capital investment proposals. These discount rates are derived from the Group's weighted average cost of capital. Changes in the discount rates over the years are calculated with reference to latest market assumptions for the risk free rate, equity market risk premium and the cost of debt.
The key assumptions are number of games and spend per game. Based on these assumptions there is no impairment required.
Goodwill is tested for impairment on at least an annual basis, or more frequently if events or changes in circumstance indicate that thecarrying value may be impaired. In the years under review management's value-in-use calculations have indicated no requirement toimpair.
Sensitivity to changes in assumptions
The estimates of the recoverable amounts associated with the CGU affords reasonable headroom over the carrying value.
Management have sensitised the key assumptions in the goodwill impairment tests and under both the base case and sensitised cases no impairment exists. The key assumptions used and sensitised were forecast growth rates and the discount rate, which were selected as they are the key variable elements of the value in use calculation.
A reduction of 1% or 2% in growth rates for each CGU or an increase in the discount rate applied to the cashflows of each CGU of 1% would not cause the carrying value to exceed its recoverable amount. Therefore, management believe that any reasonably possible change in the key assumptions would not result in an impairment charge.
12. Loans and borrowings
30 September 2017
'000
30 September 2016
'000
Current
Bank loan
1,380
-
Borrowings (less than 1 year)
1,380
-
Non-current
Bank loan
28,143
29,403
Borrowings (greater than 1 year)
28,143
29,403
Total borrowings
29,523
29,403
Bank borrowings have the following maturity profile:
30 September 2017
'000
30 September 2016
'000
Due in less than 1 year
1,500
-
Less issue costs
(120)
-
1,380
-
Due 2 to 5 years
28,500
30,000
Due over 5 years
-
-
Less issue costs
(357)
(597)
Total borrowings
29,523
29,403
The bank loans are secured by a fixed and floating charge over all assets. The loans carry interest at LIBOR plus a variable margin.
On 21 September 2016, the Group entered into a 30m facility with Lloyds Bank plc. This facility is due for repayment in instalments over afive-year period up to the expiry date of 20 September 2021. The first repayment of 0.75m is due 31 December 2017, and in sixmonthly instalments up to 31 December 2020. The remaining balance of 24.75m will be repayable at the expiry date of 20September2021. Inaddition, the Group had an undrawn 5m revolving credit facility and undrawn 5m capex facility at 30September 2017 and 30 September 2016. All loans carry interest at LIBOR plus amargin, which varies in accordance with the ratio of net debt divided byEBITDA and cashflow cover. The margin at 30 September 2017 and 30 September 2016 was 2.25 per cent, which reduced to 2.00 per cent with effect from31October 2017 due to covenant testing at that point.
13. Related party transactions
30 September 2017
During the period Epiris Managers LLP charged a management fee of 25,000 to the Group.
30 September 2016
During the period Electra Partners LLP charged a management fee of 98,000 to the Group.
The Kanyeco Group subordinated shareholder loan notes together with accrued interest of 72,935,000 owed to Electra Investments Limited and members of management of the Kanyeco Group, was acquired by Hollywood Bowl Group plc in exchange for share capital.
14. Purchase of trade and assets
The Group acquired the entire share capital of Bowlplex Limited on 9 December 2015 for a total consideration, of 22,801,000. Acquisition-related costs of 2,334,000 were also incurred and have been written off to the profit and loss account. The following tablesets out the value of the net assets acquired.
Fair value
'000
Intangible assets
158
Property, plant and equipment
7,532
Inventories
423
Trade receivables
5,019
Prepayments
1,707
Cash at bank and in hand
970
Trade payables and other payables
(3,993)
Accruals
(271)
Provisions1
(1,764)
Net assets
9,781
Consideration paid
22,801
Goodwill
13,020
Consideration paid has been satisfied by:
Cash
22,801
1 This includes dilapidations and deferred tax.
IFRS 3 looks into the existence of any intangible assets that meet the identifiable criteria for recognition other than as goodwill. These include marketing-related (including brands), customer-related, contract-based and technology-based intangible assets. Each was considered separately by the Board and it was concluded that no value was attributable to other intangibles.
The goodwill arising from this acquisition included the various expected business synergies. The business was purchased with potential synergy cost benefits of circa 2.6m per annum (2m from central support and the rest from contractual Group benefits). It was also identified that the potential within the Bowlplex sites was significant given their revenue performance versus the Hollywood Bowl centre revenueperformance.
15. Dividends paid and proposed
30 September 2017
'000
30 September 2016
'000
The following dividends were declared and paid by the Group
Final dividend year ended 30 September 2016 - 0.19p per Ordinary share
285
-
Interim dividend year ended 30 September 2017 - 1.80p per Ordinary share
2,700
-
2,985
-
Proposed for approval by shareholders at AGM (not recognised as a liability at 30 September 2017)
Final dividend year ended 30 September 2017 - 3.95p per Ordinary share
5,925
Special dividend year ended 30 September 2017 - 3.33p per Ordinary share
5,000
Responsibility statement of the Directors
The following statement will be contained in the 2017 Annual Report and Accounts
We confirm that to the best of our knowledge:
the Financial Statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or lossof the Company and the undertakings included in the consolidation taken as a whole; and
the Strategic Report includes a fair review of the development and performance of the business and the position of the issuer and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.
We consider the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group's position and performance, business model and strategy.
On behalf of the Board
Stephen Burns Laurence Keen
Chief Executive Officer Chief Financial Officer
11 December 2017 11 December 2017
Principal risks
Effective risk management
The Board retains ultimate responsibility for the Group's risk management framework and annually reviews the Group's principal risks.
The Board takes responsibility for the management of risk throughout the business. It believes that risk is best managed byacombination of the following:
a formal risk management process, as described below;
senior management and executives leading by example;
alignment through centre managers acting as owners oftheirbusinesses; and
embedding our culture and values throughout the Group'soperations
Each department head is responsible for evaluating risk controlsinplace and for drawing up plans to improve them where appropriate. Details of risks and their controls are recorded in the Group's risk register, a working document which is presented to the Board half-yearly.
The Board confirms that it has carried out a robust assessment ofthe principal risks facing the Group, including those that would threaten its business model, future performance, solvency or liquidity. The Board's assessment of the principal risks and uncertainties facing the Group and the mitigation in place is set out below. Risks and uncertainties of which we are unaware, orwhich we currently believe to be immaterial, may also have anadverse effect on the Group.
While the principal risks and uncertainties could impact future performance, none of them are considered likely, individually orcollectively, to affect the viability of the Group during the assessment period.
Type of risk
Risk
Potential effect
Mitigation
Financial
Impact compared toFY2016 -unchanged
Adverse economic conditions may have an effect on Groupresults.
A decline in spend on discretionary leisure activity could lead to a reduction inprofits.
The majority of sites are based in highfootfall areas that should withstand an economic downturn. The Board continually reviews its revenue streams for opportunities to enhance thecustomer experience, introducing VIPlanes in 40 centres, trialling Virtual Reality and also cashless amusements.
Financial
Impact compared toFY2016 -decreasing
Afailure to review funding arrangements when they become due, or a failure to meet banking covenants may have adverse impact.
Covenant breach.
The Group has considerable headroom on its current facilities, with gross debt significantly below market opportunity for funding. Further uncommitted borrowing facilities exist for both capital investment and working capital requirements. Net debt at the end of the year was 8.1m (0.24x Group adjusted EBITDA).
Information technology/operational
Impact compared toFY2016 -unchanged
Failure in the stability or availability of information fromIT systems.
Customers not being able tobook through the website orCustomer Contact Centre (CCC), and inability to collectrevenue.
Systems are backed up to our disaster recovery centre. The reservations systems are now fully migrated to Microsoft Azure Cloud for added resilience and performance.
Operational
Impact compared toFY2016 -unchanged
Operational business failures from key suppliers (non-IT).
Unable to provide customers with a full experience.
The Group has key suppliers in food and drink with tight SLAs stated in contracts, and other supplier options that could be introduced at short notice. We continually review recall and traceability policies and maintain central and centre stock levels to reflect supply chain risks.
Operational
Impact compared toFY2016 -unchanged
Any disruption which affects Group relationships with amusement suppliers.
Amusement income.
Regular key supplier meetings between our Head of Amusements, and Namco and Gamestech. Key issues are discussed as well as future plans. There are biannual meetings between the Executive Board and Namco.
Operational
Impact compared toFY2016 -unchanged
Loss of key personnel - CentreManagers.
Lack of direction at centre level and therefore adverse effect on customers.
The Group continues to run its Centre Manager in Training (CMIT) programme and will have two programmes running inFY2018. The CMITs can run a centre with support from the Regional Support Manager, as well as from other more experienced Centre Managers across theregion.
Technical
Impact compared toFY2016 -unchanged
Data protection breach.
Breach leading to access of customer email addresses and subsequent adverse impact on reputation.
The Group's networks are protected by firewalls and secure passwords. Security vulnerability scans are frequently run on firewalls to ensure their integrity. The Group plans to move to a new analytics system allowing the IT team to see real-time or historical threat analytics.
The Group does not hold any customer financial payment information.
Regulatory
Impact compared toFY2016 -unchanged
Failure to adhere to regulatory requirements, such as Listing Rules, taxation, health and safety, planning regulations andother laws.
Potential financial penalties andreputational damage.
Expert opinion is sought where relevant.We run continuous training and development courses for appropriately-qualified staff on each area in connection with their roles.
The Board has oversight of the management of regulatory risk and ensures that each member of the Boardis aware of their responsibilities. Compliance documentation for centres tocomplete forhealth and safety and food safety isupdated and circulated twice a year. Adherence to company/legalstandards isaudited by the internal audit team.
This information is provided by RNSThe company news service from the London Stock ExchangeENDFR DVLFBDLFXFBB
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