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REG - Hollywood Bowl Group - Half-year Results

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RNS Number : 8168A  Hollywood Bowl Group plc  30 May 2023

Hollywood Bowl Group plc

("Hollywood Bowl", the "Company" or the "Group")

 

Interim Results for the Six Months Ended 31 March 2023

 

CONTINUED STRONG CUSTOMER DEMAND REFLECTING ATTRACTIVENESS OF OFFER AND GREAT
VALUE FOR MONEY PROPOSITION

 

 

Hollywood Bowl, the UK and Canada's largest ten-pin bowling operator, is
pleased to announce its Interim Results for the six-month period ended 31
March 2023 ("H1 FY2023").

 

Financial highlights

 

                                     H1 FY2023    H1 FY2022      H1 FY2022                 Movement

                                                                 (excluding VAT            H1 FY2023 vs H1 FY2022 (excluding VAT benefit on bowling))

                                                                 benefit on bowling)
 Revenue                             £110.2m(4)   £100.2m(4)     £91.3m                    +20.7%
 Gross profit                        £91.3m       £86.5m         £77.7m                    +17.5%
 Gross profit margin                 82.8%        86.4%          85.1%                     -230bps
 Administrative expenses             £60.0m       £48.9m         £48.7m                    +23.2%
 Group adjusted EBITDA1              £43.9m       £42.2m         £39.2m                    +12.0%
 Group adjusted EBITDA1 pre-IFRS 16  £35.1m       £34.0m         £31.0m                    +13.2%
 Group profit before tax             £26.7m       £33.4m         £24.8m                    +7.7%
 Group profit after tax              £20.9m       £27.0m         £20.4m                    +2.5%
 Group adjusted profit after tax2    £21.9m       £27.0m         £20.4m                    +7.5%
 Free cash flow3                     £15.3m       £19.6m         £19.6m                    -21.9%
 Interim dividend per share          3.27p        3.00p          3.00p                     +9.0%

 

Operational highlights

 

·      Continued strong performance driven by demand for high-quality,
great value for money offer

o  LFL revenue growth(5) of 3.5% with a record first half Group revenue of
£110.2m, up 9.7 per cent vs H1 FY2022(4). Excluding the effect of the reduced
rate (TRR) of VAT in H1 FY2022, group revenues were up 20.7 per cent vs H1
FY2022

o  Group adjusted EBITDA(1) pre-IFRS 16 increased 13.2 per cent vs H1 FY2022
(excluding the TRR of VAT in H1 FY2022) to £35.1m

o  Interim dividend of 3.27 pence per share

o  Strong net cash position at 31 March 2023 of £44.1m; undrawn £25m
revolving credit facility

 

·      Active improvement of the quality of the estate through new
centre openings and successful execution of our refurbishment strategy

o  Hollywood Bowl Speke and Puttstars Peterborough opened during the period
and are trading ahead of management's expectations

o  Currently on site in Hollywood Bowl Merry Hill which is due to open in Q4
FY2023 and expect to be on site on a combined Hollywood Bowl/Puttstars
offering during H2 FY2023

o  Eight refurbishments (including three rebrands) completed in the half,
with all trading in line with or above our return on investment expectations,
with a further two underway

o  Four further centres had solar panels installed, bringing the total to 26
centres (38 per cent of UK estate)

 

·      Relentless focus on innovation resulting in high customer
satisfaction and strong LFL growth

o  Food LFL revenue up 9.0 per cent and drinks LFL revenue up 1.7 per cent
following the introduction of a simplified food menu new 'snacks and sharers'
lane offering and  a new drinks range, all of which are increasing dwell time
and spend

o  Pins on Strings installed in seven centres during the period, bringing the
total sites using the new technology to 48 (75 per cent of the Group's UK
bowling centres), with a further five planned before year end

o  Increased technology investment in CRM, website and core booking systems
to enhance the digital customer journey

 

·      Canada performing ahead of our expectations

o  Canadian business generated EBITDA of CAD: 5.0m (£3.1m)(6) in the period

o  Three further entertainment centres in Calgary acquired in February which
are trading in line with expectations.

o  Integration with Splitsville is progressing well

o  Exchanged on a new build bowling centre in Ontario due to open in H1
FY2024

o  Strong momentum and significant expansion potential supported by strong
Group balance sheet

 

·      Outlook - the Group remains well-placed to continue executing its
growth strategy

o  Trading in line with the Board's expectations for FY2023

o  On track to meet target of 15-20 new centre openings by the end of FY2025
with strong new centre pipeline for Hollywood Bowl and Puttstars brands, as
well as Canadian Splitsville brand

o  Continued balance sheet strength and disciplined capital allocation policy
supports ability to grow and further invest and innovate for customers

o  Confident in resilient demand as customers look for value for money
leisure experiences

o  Well-insulated from inflationary pressures with electricity costs hedged
to the end of FY2024

o  Training and development programmes for team members progressing well;
continued investment in people to retain and attract the best talent

 

1     Group adjusted EBITDA (earnings before interest, tax, depreciation
and amortisation) reflects the underlying trade of the overall business. It is
calculated as statutory operating profit plus depreciation, amortisation, loss
on disposal of property, right-of-use assets, plant and equipment and software
and any exceptional costs or income, and is also shown pre-IFRS 16 as well as
adjusted for IFRS 16.

2     Group adjusted profit after tax is calculated as group profit after
tax, adding back the acquisition fees of £0.5m (H1 FY2022: nil), the non-cash
expense of £0.7m (H1 FY2022: nil) related to the fair value of the earn out
consideration on the Teaquinn acquisition in May 2022 and removing the TRR of
VAT benefit on bowling of £0.2m (H1 FY2022: £6.6m)

3     Free cash flow is defined as net cash flow pre-exceptional items,
cost of acquisitions, debt facility repayment, RCF drawdowns, dividends and
equity placing.

4     Group revenue in H1 FY2022 included a total of £8.8m relating to
the reduced rate (TRR) of VAT on bowling. £5.8m of this was in respect of
prior years and £3.0m for H1 FY2022. H1 FY2023 includes £0.2m in respect of
TRR of VAT on bowling parties.

5     Like-for-like (LFL) revenue growth is total revenue excluding any
new centres and Canada. New centres are included in the LFL growth calculation
for the period, after they complete the calendar anniversary of their opening
date. LFL revenues in H1 FY2023 and H1 FY2022 exclude the impact of TRR of VAT
on bowling.

6     Revenues in GBP based on an average foreign exchange rate over the
relevant period of 1.62 CAD: 1 GBP.

 

Stephen Burns, Chief Executive, commented:

 

"I am delighted with our record performance in the first half, and I would
like to thank our fantastic team members for all the hard work that goes into
delivering excellent value for money, high quality experiences. It is clear
from our high customer satisfaction scores that our continually evolving
proposition appeals to all generations looking to enjoy affordable leisure
activities together.

 

"We are looking forward to driving further growth in the UK and Canada,
capturing the significant market opportunity ahead. Our resilience to
inflationary pressures, strong balance sheet and cash-generative model gives
us confidence in the future as we continue to invest so that our customers
have the best experience possible in our centres."

 

 Enquiries:                                        Via Teneo

 Hollywood Bowl Group PLC
 Stephen Burns, Chief Executive Officer
 Laurence Keen, Chief Financial Officer
 Mat Hart, Chief Marketing and Technology Officer

 Teneo
 Will Palfreyman                                   hollywoodbowl@teneo.com
 James Macey White                                 +44 (0)20 7353 4200
 Laura Marshall

 

CHIEF EXECUTIVE REVIEW

I am delighted with the Group's financial performance in the first six months
of the year. We continue to deliver sustainable, profitable growth, with total
revenue of £110.2m, a 20.7 per cent growth to H1 FY2022 (excluding the
reduced rate (TRR) of VAT benefit in H1 FY2022). Like-for-like (LFL) revenues
grew by 3.5 per cent, underpinned by enhancements in margin and volume of
games sold, in conjunction with the successful execution of our customer led
operating model.

We remain focused on enhancing the customer experience and the overall quality
of the estate, through new centre openings and acquisitions, both in the UK
and in Canada, through our programme of refurbishments and rebrands as well as
through product and service innovation and investments in technology.

During the half, we retired the AMF brand from the portfolio, after rebranding
the final two centres to the Hollywood Bowl brand, we refurbished six existing
Hollywood Bowl centres and opened two new centres in high quality locations in
Speke and Peterborough. We are encouraged by the returns from the investments
made and our programme remains on track with further refurbishments of our
centres in the UK and Canada planned in the second half.

Adjusted profit after tax was £21.9m, which is up 7.5 per cent on prior
period (H1 FY2022 (excluding TRR of VAT benefit): £20.4m). Statutory profit
after tax was £20.9m in H1 FY2023.

Payment of the FY2022 final ordinary dividend, the special dividend and
capital investments in the first half of this financial year, offset by the
cash generation of the Group in the period, resulted in net cash of £44.1m at
the end of the period, a reduction of £12.0m from 30 September 2022. In line
with our progressive dividend policy, the Board has declared an interim
dividend of 3.27 pence per share, representing 9 per cent growth on the
comparable period last year.

We remain mindful of the wider economic environment and the resulting consumer
headwinds but are confident that we will continue to deliver attractive
returns for our shareholders by pursuing our proven strategy of delivering a
sector leading leisure experience, at a great value for money price point,
through our motivated and well rewarded teams.

Like-for-like growth

Against the exceptionally successful comparative period, LFL sales (which
exclude TRR of VAT on bowling activities) grew by 3.5 per cent during the
first half of the financial year, with the four main revenue lines all showing
LFL sales growth on the comparative period in FY2022.

On a LFL basis game volumes grew by 0.6 per cent. LFL spend per game
(excluding TRR of VAT on bowling activities), grew by 2.8 per cent.to £10.82
in the period, up from £10.53 in H1 FY2022. Our dynamic pricing technology
has helped drive incremental volume and carefully controlled yield
enhancement. Our wider pricing strategy has remained unchanged, and we still
offer the best value for money product of all the branded UK bowling
operators, with a family of four able to bowl at peak times for less than
£25.

Food spend was also up in the year showing a 8.1 per cent LFL improvement in
the first half. Our focus on speed, quality, consistency and value for money
with our food offer has been well received by our customers. New menu items
have been added in line with customer feedback and sales data, and although we
have made some changes to price to mitigate the inflationary increases, the
most popular menu items were still below their 2019 price point. Our drinks
range has the same value for money proposition, for example a pint of Carling
lager is still available for less than £4. Spend on drink grew on a per game
LFL basis by 1.0 per cent, underpinned by further enhancements to the at lane
ordering systems and the national roll out of a new drinks range.

Refurbishments and space optimisation projects, coupled with the expansion of
contactless payment technology and new game formats, helped drive LFL sales
growth of 6.3% in Amusements. The Amusement offer is an important part of the
customer experience. In the main, we have kept the price to play at £1
despite the significant improvement in the gaming experience but are utilising
new payment technology to enhance the yield on certain games where
appropriate.

Growth strategy - investing in our UK estate and new centre openings

Our growth strategy remains unchanged, and we are pleased with the progress we
have made growing our business during the period. Our new centre opening
programme is on track in both the UK and Canada, and we continue to grow LFL
revenue through the improvement of the existing estate and our refurbishment
programme which continues to deliver above our returns hurdle rate.

FY2023 will be a record year of investment in the estate, and a very busy year
for our property teams. In the first half, we have invested a total of £11.3m
(excluding acquisitions costs), with two new centre openings, three rebrands
and five full centre refurbishments completed in the UK. We will continue this
investment led strategy in the second half with our new Hollywood Bowl in
Merry Hill already on site, at least four more refurbishments and two space
optimisation projects scheduled.

We remain confident in our ability to continue to deliver on our plan of an
average of at least three new openings a year. As set out above, two new
centres were opened in the first half, with Merry Hill, our new 24 lane 36,500
square foot centre, scheduled to open during the second half of the financial
year.

Our two new centre openings in the first half took the total number of centres
in the UK estate to 69. We opened our second Hollywood Bowl in Liverpool at
the popular leisure and retail park in Speke, on 4 November 2022 for a net
capital spend of £2.7m. The centre is a key anchor tenant complementing the
leisure offering of the scheme, alongside a well-established cinema, Ninja
Warrior, and a good selection of restaurants. The 16-lane centre occupying
just under 20,000 square feet has been very well received and is trading ahead
of expectations.

We also opened Puttstars Peterborough on 11th November 2022 for a net capital
spend of £1.8m. The state of the art 27-hole golf venue occupies 19,500
square feet, over two floors and boasts a large amusement offer, cloud-based
scoring and a combined bar diner. This new-look Puttstars is located in the
Queensgate shopping centre in the heart of the city, and part of a
multimillion leisure development by the landlord.

Transformational refurbishments have continued, including bringing the very
latest design innovations and technological improvements to our centres in
Finchley, Milton Keynes (including the addition of one extra bowling lane),
Poole Tower Park and Leeds City, with one amusement enlargement project at
Watford Atria. All the refurbishments are delivering returns in line with
expectation, with the last 12 projects averaging more than a 55 per cent
return on investment.

The Pins on Strings roll out has continued, with a further seven centres
benefiting from the cost saving and customer experience enhancing technology.
48 centres now have the machines (75% of the Group's UK's bowling centres),
delivering a minimum 30 per cent return on invested capital, and we plan to
install into a further eight centres during the second half of the financial
year.

International expansion

In May 2022, we were delighted to announce the acquisition of our Canadian
business (Teaquinn), comprising Splitsville, an operator of five ten-pin
bowling centres, and Striker Bowling Solutions (Striker), a B2B supplier and
installer of bowling equipment, for an initial consideration of CAD 17m
(approximately £10.6m).

Since the acquisition, Teaquinn has traded ahead of our expectations. During
the first half of this financial year it contributed CAD 18.4m (£11.3m) in
revenue and just over CAD 5m (£3.1m) of EBITDA (on a pre-IFRS 16 basis). Our
growth strategy in Canada is focused on four areas; (i) investing in the
existing estate, (ii) acquiring existing businesses that complement the
current estate, (iii) opening new centres and (iv) supporting the Canadian
bowling market with Striker's products and services.

In February, the Group acquired three entertainment centres in Calgary
(Project Owl), a strategically important location between British Columbia and
Ontario. These sites are trading in line with our expectations and integration
with Splitsville is going well, helped in part by the UK management expertise
that has been seconded to the largest of the centres in Calgary. The pipeline
for acquisitions continues to build with several centres in the diligence
process and we will continue to update on any acquisitions once appropriate to
do so.

The group recently exchanged contracts on a new build bowling centre in
Ontario. The 43,000 square feet centre scheduled to open in FY2024, will
feature 24 lanes and will be our first new build bowling centre in Canada.

The Canadian refurbishment programme continues to progress well, with one
refurbishment completed during the half, while one rebrand and two
refurbishments are scheduled on site for the second half of the financial
year.

Our Striker business continues to grow as a result of increased investment
into bowling centres across the country after re-opening following the
COVID-19 lockdowns. Revenues in the first half were CAD 2.9m (£1.8m) and the
order book is strong with several large installation and maintenance projects
already agreed.

Growing sustainably

Running our business in a sustainable manner is a key focus for  the Group
and we have continued to make good progress delivering against our ESG
strategy and the FY2023 and longer-term targets aligned to this. Highlights in
the first half included improvements in our Scope 1 and 2 emissions intensity
ratio and waste recycling percentages, more than 50 per cent of management
appointments coming from internal candidates, and the establishment of a Board
Corporate Responsibility Committee.

Outlook

As we navigate the current economic landscape, we understand that many of our
customers are facing challenges such as rising living costs and higher
interest rates. This is why we continue to focus on providing a high-quality
leisure experience that offers great value for money. We are proud that
families and friends are continuing to choose our inclusive and affordable
offerings for their leisure spending, and we are committed to maintaining this
trend through the second half of the year.

To further enhance our business for the benefit of all of our stakeholders, we
are fully committed to our ongoing investment programme across all areas.
This, combined with our sustainable profitable growth strategy, gives the
Board a strong sense of confidence in our future prospects. We are pleased to
report that we are on track to meet our key strategic priorities for the year,
and trading is in line with the Board's financial expectations. We are
encouraged by the progress we have made so far and will continue to strive for
excellence in all aspects of our business.

Stephen Burns

Chief Executive Officer

30 May 2022

 

 

CHIEF FINANCIAL OFFICER'S REVIEW

 

Group financial results

                                     H1 FY2023    H1 FY2022      H1 FY2022                 Movement

                                                                 (excluding VAT            H1 FY2023 vs H1 FY2022 (excluding VAT benefit on bowling))

                                                                 benefit on bowling)
 Revenue                             £110.2m(4)   £100.2m4       £91.3m                    +20.7%
 Gross profit                        £91.3m       £86.5m         £77.7m                    +17.5%
 Gross profit margin                 82.8%        86.4%          85.1%                     -230bps
 Administrative expenses             £60.0m       £48.9m         £48.7m                    +23.2%
 Group adjusted EBITDA1              £43.9m       £42.2m         £39.2m                    +12.0%
 Group adjusted EBITDA1 pre-IFRS 16  £35.1m       £34.0m         £31.0m                    +13.2%
 Group profit before tax             £26.7m       £33.4m         £24.8m                    +7.7%
 Group profit after tax              £20.9m       £27.0m         £20.4m                    +2.5%
 Group adjusted profit after tax2    £21.9m       £27.0m         £20.4m                    +7.5%
 Free cash flow3                     £15.3m       £19.6m         £19.6m                    -21.9%
 Interim dividend per share          3.27p        3.00p          3.00p                     +9.0%

 

1     Group adjusted EBITDA (earnings before interest, tax, depreciation
and amortisation) reflects the underlying trade of the overall business. It is
calculated as statutory operating profit plus depreciation, amortisation, loss
on disposal of property, right-of-use assets, plant and equipment and software
and any exceptional costs or income, and is also shown pre-IFRS 16 as well as
adjusted for IFRS 16.

2     Group adjusted profit after tax is calculated as group profit after
tax, adding back the acquisition fees of £0.5m (H1 FY2022: nil), the non-cash
expense of £0.7m (H1 FY2022: nil) related to the fair value of the earn out
consideration on the Teaquinn acquisition in May 2022 and removing the TRR of
VAT benefit on bowling of £0.2m (H1 FY2022: £6.6m)

3     Free cash flow is defined as net cash flow pre-exceptional items,
cost of acquisitions, debt facility repayment, RCF drawdowns, dividends and
equity placing.

4     During FY2020 the Chancellor announced the reduced rate (TRR) of VAT
on hospitality activities from which bowling activities were initially
excluded. The Tenpin Bowling Proprietors Association has been lobbying on the
industry's behalf, since that date, for the sector to be treated in line with
the hospitality industry. We received confirmation on 12 April 2022 (FY2022)
that HMRC agreed that there is indeed a clear distinction between the sport of
competitive bowling and the leisure activity of bowling - with the latter
being able to benefit from TRR of VAT retrospectively (H1 FY2022: £8.8m). H1
FY2023 includes £0.2m in respect of TRR of VAT on bowling parties.

 

Following the introduction of the lease accounting standard IFRS 16, the Group
continues to maintain the reporting of Group adjusted EBITDA on a pre-IFRS 16
basis, as well as on an IFRS 16 basis. This is because the pre-IFRS 16 measure
is consistent with the basis used for business decisions, as well as a measure
that investors use to consider the underlying business performance. For the
purposes of this review, the commentary will clearly state when it is
referring to figures on an IFRS 16 or pre-IFRS 16 basis.

All LFL revenue commentary is compared to the same period in FY2022, excludes
the impact of TRR of VAT on bowling as well as revenue relating to the Group's
Canadian business, which was acquired in May 2022. New centres are included in
the LFL revenue after they complete the calendar anniversary of their opening
date.

Further details on the Alternative Performance Measures used is at the end of
this report.

Revenue

On the back of an exceptionally strong FY2022, it was pleasing to see LFL
growth of 3.5 per cent in H1 FY2023.

LFL revenue growth was a combination of a spend per game growth of 2.8 per
cent, taking LFL average spend per game to £10.82, as well as LFL game volume
growth of 0.6 per cent. The LFL growth, alongside the performance of the new
UK centres, resulted in record UK revenues of £98.9m and growth of 8.3 per
cent compared to the underlying revenues in H1 FY2022 (excluding the impact of
TRR of VAT £8.8m in H1 FY2022).

Our Canadian business continues to trade ahead of our expectations. Total
revenues in Canada were CAD 18.4m (£11.3m), with bowling centres accounting
for CAD 15.5m (£9.5m).

Total Group revenue for H1 FY2023 was £110.2m a 20.7 per cent growth to H1
FY2022 (excluding VAT benefit in H1 FY2022).

Gross profit margin

Gross profit was £91.3m, 17.5 per cent growth on H1 FY2022 (excluding VAT
benefit in H1 FY2022), with gross profit margin at 82.8 per cent.

Gross profit for the UK business was £83.0m with a margin of 83.8 per cent.
The trend of amusements growing at a higher rate than bowling continued and
given amusements' lower margin rate, this has reduced gross profit margin but
produced a higher gross profit overall.

Gross profit for Teaquinn was in line with expectations, at CAD 13.5m
(£8.3m), with a margin of 73.6 per cent. The lower margin rate when compared
to the UK business is as forecasted due to the effect of the lower gross
profit margin of the Striker bowling equipment and installations business, the
higher food and drink mix in the Canadian bowling centres and the lower
contractual amusement gross profit margin. Splitsville centres contributed CAD
12.9m (£7.9m) of gross profit.

Administrative expenses

Total administrative expenses on a statutory basis were £60.0m, of which the
UK accounted for £54.1m.

On a pre-IFRS 16 basis, total administrative expenses were £63.6m and the UK
accounted for £57.6m in H1 FY2023, compared to £52.4m during the
corresponding period in FY2022.

Employee costs in centres increased to £19.9m, an increase of £4.3m when
compared to H1 FY2022, due to a combination of salary increases over the
period, the impact of higher LFL revenues, new UK centres (£0.8m) as well as
the added employee costs in Canadian centres which were CAD 4.5m (£2.8m).

Property-related costs in centres, accounted for under pre-IFRS 16, were
£19.1m, with £18.0m for the UK centres (H1 FY2022: £15.5m). Property costs
in the UK increased by £2.5m with new centre costs of £0.9m, whilst business
rates were higher by £1.5m due to the government implemented COVID-19
concession in the first half of FY2022. Canadian property centre costs were
CAD 1.9m (£1.1m).

Total property costs, under IFRS 16, were £20.3m, including £5.2m accounted
for as property lease assets depreciation and £4.7m in implied interest
relating to the lease liability.

Corporate costs include all central costs and the out-performance bonus for
centre management teams. Total corporate costs decreased by £0.2m, to
£11.7m, when compared to the corresponding period in FY2022. UK corporate
costs decreased by £1.0m, to £11.0m with the main driver of this being lower
bonus amounts in H1 FY2023, whilst corporate costs for Canada were CAD 1.1m
(£0.7m).

The statutory depreciation and amortisation charge for H1 FY2023 was £11.7m
compared to £10.2m in H1 FY2022, with Canada accounting for £0.8m of the
increase.

Exceptional costs

Exceptional costs relate in the main to two areas. The first is the
acquisition costs in relation to Project Owl, which totalled £0.5m. The
second is the earn out consideration for Pat Haggerty that is an exceptional
cost of £0.7m in H1 FY2023 (of which £0.6m is in administrative expenses and
£0.1m in interest expenses). As noted in the FY2022 full year results, the
earn out consideration is considered a post-acquisition employment expense and
not in the scope of IFRS 3, but instead is accounted for under IAS 19. The
earn out has a cost impact in the following financial years up to and
including at least FY2025.

More detail on these exceptional costs are shown in note 4 to the Financial
Statements.

Group adjusted EBITDA and operating profit

Group adjusted EBITDA pre-IFRS 16 increased to a record £35.1m and includes a
contribution of £3.1m (CAD 5.0m) from the Canadian business.

Compared to H1 FY2022 EBITDA pre-IFRS 16, this was an increase of 3.3 per
cent. When excluding the impact of TRR of VAT (£3.0m) in the H1 FY 2022
comparable, the increase is 13.3 per cent. The increase is primarily due to
the increased revenue performance and the addition of the Canadian business.

The reconciliation between statutory operating profit and Group adjusted
EBITDA on both a pre-IFRS 16 and under-IFRS 16 basis is shown in the table
below.

 

Group adjusted EBITDA and operating profit

                                                                            H1 FY2023  H1 FY2022

                                                                            £'000      £'000
 Operating profit                                                           31,248     37,616
 Depreciation                                                               11,303     9,949
 Amortisation                                                               395        236
 Loss / (profit) on property, right-of-use assets, plant and equipment and  42         (20)
 software disposal
 Exceptional items                                                          899        (5,641)
 Group adjusted EBITDA under IFRS 16                                        43,886     42,158
 In-year impact on FY2022 of TRR of VAT on bowling activities               -          (2,970)
 IFRS 16 adjustment1                                                        (8,775)    (8,156)
 Group adjusted EBITDA pre-IFRS 16                                          35,112     31,033

 

1     IFRS 16 adoption has an impact on EBITDA, with the removal of rent
from the calculation. For Group adjusted EBITDA pre-IFRS 16, it is deducted
for comparative purposes and is used by investors as a key measure of the
business.

 

 

Share-based payments

During the first half of the year, the Group granted Long-Term Incentive Plan
(LTIP) shares to the senior leadership team. These awards vest in three years
providing continuous employment during this period and attainment of
performance conditions as outlined on page 113 of the Annual Report. H1 FY2023
share-based costs were £541,430 (H1 FY2022: £403,043). Share-based costs are
not classified as exceptional costs.

Financing

Finance costs increased to £4.5m in H1 FY2023 (H1 FY2022: £4.2m) comprising
mainly of implied interest relating to the lease liability under IFRS 16 of
£4.7m. Bank interest costs in relation to the Groups undrawn revolving credit
facility of £0.3m were offset by the interest received (£0.5m) on the
Groups' bank balances.

The Group's bank borrowing facilities are a revolving credit facility (RCF) of
£25m at a margin rate of 1.75 per cent above SONIA and an agreed accordion of
£5m. The loan term runs to the end of December 2024; and the RCF remains
fully undrawn.

Capital expenditure

During the financial year, the Group invested £18.6m of net capital
expenditure, including £7.3m on the acquisition of three centres in Calgary.

A total of £3.9m was invested into the refurbishment programme. The
refurbishment of eight UK centres was completed including the final two
rebrands of AMF to Hollywood Bowl, in Torquay and Worthing, as well as interim
spends of £1.7m on two Canadian centres. Despite inflationary pressures,
returns on these UK refurbishments continue to exceed the Group's hurdle rate
of 33 per cent.

New UK centre capital expenditure was a net £3.0m. This relates to the two
centres opened in the year - Hollywood Bowl Speke and Puttstars Peterborough.

The Group spent £4.4m on maintenance capital in the UK, including continued
spend on the rollout of Pins on Strings technology, now in 48 centres, and
solar panel installations, with 26 centres now benefitting from this
technology.

Capital investment in Canada

Three centres were acquired in Calgary during February 2023 for a
consideration of CAD 12m (£7.6m), with £0.3m of cash acquired in the deal.
On a proforma basis for the 12 months to 30 September 2022, these centres
generated CAD 2.8m EBITDA on a pre-IFRS 16 basis, equating to a purchase price
of 4.3x pre-IFRS 16 EBITDA.

We were pleased to complete the refurbishment and rebrand of Splitsville
Richmond Hill in H1 FY2023 and will be on site in H2 FY2023 with
refurbishments in both Kingston and Hamilton.  Completion is expected before
the end of the current financial year. We also plan to be on site in a
refurbishment and rebrand in Calgary in late calendar year 2023.

The liquidity position of the Group remains strong, with a net cash position
of £44.1m as at 31 March 2023, compared to £56.1m as at 30 September 2022.
Detail on the cash movement in the year is shown in the table below.

Cash flow and net debt

                                           H1 FY2023  H1 FY2022

                                           £'000      £'000
 Group adjusted EBITDA under IFRS 16       43,886     42,158
 Movement in working capital               (2,997)    1,972
 Maintenance capital expenditure           (4,362)    (4,106)
 Taxation                                  (4,269)    (1,530)
 Payment of capital elements of leases     (5,540)    (7,773)
 Adjusted operating cash flow (OCF)1       26,719     30,721
 Adjusted OCF conversion                   60.9%      72.9%
 Expansionary capital expenditure2         (6,934)    (6,997)
 Net bank loan interest received / (paid)  287        (41)
 Lease interest paid                       (4,741)    (4,054)
 Free cash flow (FCF)3                     15,331     19,634
 Exceptional items                         (278)      -
 Acquisition of Project Owl                (7,574)    -
 Cash acquired in Project Owl              320        -
 Dividends paid                            (19,724)   -
 Net cash flow                             (11,918)   19,634

 

1     Adjusted operating cash flow is calculated as Group adjusted EBITDA
less working capital, maintenance capital expenditure, taxation and payment of
the capital element of leases. This represents a good measure for the cash
generated by the business after taking into account all necessary maintenance
capital expenditure to ensure the routine running of the business. This
excludes exceptional items, net interest paid, debt drawdowns and any debt
repayments.

2     Expansionary capital expenditure includes refurbishment and new
centre capital expenditure.

3     Free cash flow is defined as net cash flow pre-exceptional items,
cost of acquisitions, debt facility repayment, debt drawdowns, dividends and
equity placing.

 

Taxation

The Group's tax charge for the first half is £5.8m, including a deferred tax
amount of £1.3m.

Earnings

Statutory profit before tax for the half was £26.7m. The Group delivered
profit after tax of £20.9m and basic earnings per share was 12.21 pence.

Adjusted profit after tax was £21.9m (EPS of 12.80 pence). This is calculated
to take account of the impact of the costs associated with the Teaquinn earn
out consideration as well as acquisition costs.

It is calculated as statutory profit after tax, adding back Canadian
acquisition fees of £0.5m, the non-cash expense of £0.7m related to the earn
out consideration on the Teaquinn acquisition in May 2022 and removing the TRR
of VAT benefit on bowling parties of £0.2m.

Dividend

In line with its capital allocation policy, the Board has declared an interim
dividend of 3.27 pence per share. The ex-dividend date is 8 June 2023, with a
record date of 9 June 2023 and a payment date of 5 July 2023. Detail on the
Group's capital allocation policy can be found on page 44 of the FY2022 Annual
report and accounts.

Going concern

As detailed in note 2 to the Financial Statements, the Directors are satisfied
that the Group has adequate resources to continue in operation for the
foreseeable future, a period of at least 12 months from the date of this
report.

Laurence Keen

Chief Financial Officer

30 May 2023

 

 

Note on alternative performance measures (APMs)

The Group uses APMs to enable management and users of the financial statements
to better understand elements of the financial performance in the period. APMs
referenced earlier in the report are explained as follows.

Like-for-like (LFL) revenue for H1 FY2023 is calculated as:

•     Total revenues £110.2m, less

•     New UK centre revenues from FY2022 and FY2023 that have not
annualised £4.3m, less

•     Canada revenues £11.3m

New centres are included in the LFL revenue after they complete the calendar
anniversary of their opening date.

LFL comparatives for H1 FY2022 are £91.3m.

Group adjusted EBITDA (earnings before interest, tax, depreciation and
amortisation) reflects the underlying trade of the overall business. It is
calculated as statutory operating profit plus depreciation, amortisation,
impairment, loss on disposal of property, plant and equipment, right of use
assets, and software and any exceptional costs or income and is also shown
pre-IFRS 16 as well as adjusted for IFRS 16. The reconciliation to operating
profit is set out in this report.

Free cash flow is defined as net cash flow pre-dividends, exceptional items
and acquisition costs.

LFL spend per game is defined as UK LFL revenue in the year divided by the
number of LFL bowling games and golf rounds played in the UK.

Adjusted operating cash flow is calculated as Group adjusted EBITDA less
working capital, maintenance capital expenditure, taxation and payment of the
capital element of leases. This represents a good measure for the cash
generated by the business after taking into account all necessary maintenance
capital expenditure to ensure the routine running of the business. This
excludes exceptional items, net interest paid, debt drawdowns and any debt
repayments.

Expansionary capital expenditure includes all capital on new centres,
refurbishments and rebrands only.

Adjusted profit after tax for H1 FY2023 is calculated as statutory profit
after tax, adding back Canadian acquisition fees of £0.5m, the non-cash
expense of £0.7m related to the fair value of the earn out consideration on
the Teaquinn acquisition in May 2022 and removing the TRR of VAT benefit on
bowling parties of £0.2m. This adjusted profit after tax is also used to
calculated adjusted earnings per share.

 

Condensed Consolidated Income Statement and Statement of Comprehensive Income

For the six months ended 31 March 2023

 

                                                                                                              Six months ended 31 March 2023                                                          Six months ended 31 March 2022
                                                                                                     Before exceptional                      Exceptional items  Total                         Before exceptional                  Exceptional       Total

                                                                                                     items                                   (note 4)           Unaudited                     items                               Items             Unaudited

                                                                                                     Unaudited                               Unaudited          £'000                         Unaudited                           (note 4)          £'000

                                                                                                     £'000                                   £'000                                            £'000                               Unaudited

                                                                          Note                                                                                                                                                    £'000
 Revenue                                                                                             110,052                                 192                110,244                       94,381                              5,792             100,173
 Cost of sales                                                                                       (18,972)                                -                  (18,972)                      (13,641)                            -                 (13,641)
 Gross profit                                                                                        91,080                                  192                91,272                        80,740                              5,792             86,532
 Administrative expenses                                                                             (58,934)                                (1,091)            (60,025)                      (48,765)                            (151)             (48,916)
 Operating profit/(loss)                                                                             32,146                                  (899)              31,247                        31,975                              5,641             37,616
 Finance income                                                                5                     497                                     -                  497                           -                                   -                 -
 Finance expenses                                                              5                     (4,954)                                 (79)               (5,033)                       (4,179)                             -                 (4,179)
 Profit/(loss) before tax                                                                            27,689                                  (978)              26,711                        27,796                              5,641             33,437
 Tax charge                                                                    6                     (5,769)                                 (42)               (5,811)                       (5,354)                             (1,058)           (6,412)
 Profit/(loss) for the period attributable to equity shareholders                                    21,920                                  (1,020)            20,900                        22,442                              4,583             27,025
 Other comprehensive income                                                                          (724)                                   -                  (724)                         -                                   -                 -

 Retranslation (loss) of foreign currency denominated operations
 Total comprehensive income/(loss) for the period attributable to equity                             21,196                                  (1,020)            20,176                        22,442                              4,583             27,025
 shareholders

 Earnings per share
 Basic earnings per share (pence)                                                                                                                               12.21                                                                               15.82
 Diluted earnings per share (pence)                                                                                                                             12.16                                                                               15.76

 Weighted average number of shares - Basic                                                                                                                      171,222,369                                                                         170,828,776
 Dilutive potential ordinary shares                                                                                                                             649,078                                                                             603,170
 Weighted average number of shares - Diluted                                                                                                                    171,871,447                                                                         171,431,946

 Reconciliation of operating profit to Group adjusted EBITDA

                                                                                                                                                                            Six months ended 31 March 2023      Six months ended 31 March 2022

                                                                                                                                                                            Unaudited                           Unaudited

                                                                                                                                  Note                                      £'000                               £'000
 Operating profit                                                                                                                                                           31,247                              37,616
 Exceptional items                                                                                                                  4                                       899                                 (5,641)
 Depreciation of property, plant and equipment                                                                                      9                                       4,932                               4,144
 Depreciation of right-of-use assets                                                                                               10                                       6,370                               5,805
 Amortisation of intangible assets                                                                                                 11                                       395                                 236
 Loss/(profit) on disposal of property, plant and equipment, right-of-use                                                       9, 10, 11
 assets and software

                                                                                                                                                                            43                                  (2)
 Group adjusted EBITDA                                                                                                                                                      43,886                              42,158

 

Group adjusted EBITDA (earnings before interest, tax, depreciation and
amortisation) reflects the underlying trade of the overall business. It is
calculated as operating profit plus depreciation, amortisation, impairment
losses, loss on disposal of property, plant and equipment, right-of-use assets
and software and exceptional items.

 

Management use Group adjusted EBITDA as a key performance measure of the
business and it is considered by management to be a measure investors look at
to reflect the underlying business.

 

 

 Reconciliation of net debt             Six months      Six months      Year ended

                                        ended           ended           30 September

                                        31 March 2023   31 March 2022   2022

                                        Unaudited       Unaudited          Audited

                                        £'000           £'000           £'000

 Cash and cash equivalents              (44,149)        (49,577)        (56,066)
 Net (cash) excluding finance leases    (44,149)        (49,577)        (56,066)
 Finance leases                         192,279         172,531         188,369
 Net debt                               148,130         122,954         132,303

 Net debt is defined as borrowings from bank facilities excluding issue costs,
 plus finance leases less cash and cash equivalents.

 

Condensed Consolidated Statement of Financial Position

As at 31 March 2023

                                                                                                                                 31 March                         31 March                         30 September

                                                                                                                                 2023                             2022                             2022

                                                                                                                                 Unaudited                        Unaudited                        Audited

                                                                                                                                 £'000                            £'000                            £'000

                                                                                                    Note
 Assets
 Non-current assets
 Property, plant and equipment                                                                      9                            74,734                           55,977                           68,641
 Right-of-use assets                                                                                10                           150,563                          133,077                          147,455
 Goodwill and intangible assets                                                                     11                           88,628                           77,807                           81,794

 Deferred tax asset                                                                                                              298                              4,130                            1,647
                                                                                                                                 314,223                          270,991                          299,537
 Current assets
 Cash and cash equivalents                                                                                                       44,149                           49,577                           56,066
 Trade and other receivables                                                                        7                            5,898                            10,474                           5,130
 Corporation tax receivable                                                                                                      -                                -                                271
 Inventories                                                                                                                     2,639                            1,739                            2,148
                                                                                                                                 52,686                           61,790                           63,615
 Total assets                                                                                                                    366,909                          332,781                          363,152
 LIABILITIES
 Current liabilities
 Trade and other payables                                                                           8                            25,984                           21,773                           28,681
 Lease liabilities                                                                                  10                           11,910                           11,615                           11,557
 Corporation tax payable                                                                                                         96                               2,067                            -
                                                                                                                                 37,990                           35,455                           40,238
 Non-current liabilities
 Other payables                                                                                     8                            3,866                            516                              3,000
 Lease liabilities                                                                                  10                           180,369                          160,916                          176,812
 Provisions                                                                                                                      5,297                            3,769                            4,682
                                                                                                                                 189,532                          165,201                          184,494
 Total liabilities                                                                                                               227,522                          200,656                          224,732
 NET ASSETS                                                                                                                      139,387                          132,125                          138,420
 Equity attributable to shareholders
 Share capital                                                                                      12                           1,717                            1,711                            1,711
 Share premium                                                                                                                   39,716                           39,691                           39,716
 Merger reserve                                                                                                                  (49,897)                         (49,897)                         (49,897)
 Foreign currency translation reserve                                                                                            (313)                            -                                411
 Retained earnings                                                                                                               148,164                          140,620                          146,479

 TOTAL EQUITY                                                                                                                    139,387                          132,125                          138,420

                      Condensed Consolidated Statement of Changes in Equity

                      For the six months ended 31 March 2023
                                                                                 Note   Share                             Merger                 Foreign                           Retained

capital

earnings

                                 reserve                currency translation reserve
                        Total

                                                                                            £'000

                                 £'000

                                                                                                                Share     £'000                  £'000                                                      £'000

                                                                                                                Premium

                                                                                                                £'000
 Equity at 30 September 2021 (audited)                                                  1,706                   39,691    (49,897)               -                                 113,187                  104,687
 Shares issued during the period                                                 12     5                       -         -                      -                                 -                        5
 Share-based payments                                                           14      -                       -         -                      -                                 403                      403
 Deferred tax on share-based payments                                                   -                       -         -                      -                                 5                        5
 Profit for the period                                                                  -                       -         -                      -                                 27,025                   27,025
 Equity at 31 March 2022 (unaudited)                                                    1,711                   39,691    (49,897)               -                                 140,620                  132,125
 Shares issued during the period                                                        -                       25        -                      -                                 -                        25
 Dividends paid                                                                         -                       -         -                      -                                 (5,132)                  (5,132)
 Share-based payments                                                           14      -                       -         -                      -                                 541                      541
 Deferred tax on share-based payments                                                   -                       -         -                      -                                 24                       24
 Retranslation of foreign currency denominated operations                               -                       -         -                      411                               -                        411
 Profit for the period                                                                  -                       -         -                      -                                 10,426                   10,426
 Equity at 30 September 2022 (audited)                                                  1,711                   39,716    (49,897)               411                               146,479                  138,420
 Shares issued during the period                                                12      6                       -         -                      -                                 -                        6
 Dividends paid                                                                         -                       -         -                      -                                 (19,723)                 (19,723)
 Share-based payments                                                           14      -                       -         -                      -                                 541                      541
 Deferred tax on share-based payments                                                   -                       -         -                      -                                 (33)                     (33)
 Retranslation of foreign currency denominated operations                               -                       -         -                      (724)                             -                        (724)
 Profit for the period                                                                  -                       -         -                      -                                 20,900                   20,900
 Equity at 31 March 2023 (unaudited)                                                    1,717                   39,716    (49,897)               (313)                             148,164                  139,387

 

 

Condensed Consolidated Statement of Cash Flows

For the six months ended 31 March 2023

                                                                   Note  Six months      Six months

                                                                         ended           ended

                                                                         31 March 2023   31 March 2022

                                                                         Unaudited       Unaudited

                                                                         £'000           £'000

 Cash flows from operating activities
 Profit before tax                                                       26,711          33,437
 Adjusted by:
 Depreciation of property, plant and equipment (PPE)               9     4,932           4,144
 Depreciation of right-of-use (ROU) assets                         10    6,370           5,805
 Amortisation of intangible assets                                 11    395             236
 Net interest expense                                              5     4,536           4,179
 Loss/(profit) on disposal of property, plant                            43              (2)

 and equipment, software and ROU Assets
 Share-based payments                                                    541             403
 Operating profit before working capital changes                         43,528          48,202
 (Increase) in inventories                                               (426)           (278)
 (Increase) in trade and other receivables                               (584)           (7,194)
 (Decrease)/increase in payables and provisions                          (1,905)         3,400
 Cash inflow generated from operations                                   40,613          44,130
 Interest received                                                       411             -
 Corporation tax paid                                                    (4,270)         (1,530)
 Bank interest paid                                                      (124)           (41)
 Lease interest paid                                                     (4,741)         (4,054)
 Net cash inflow from operating activities                               31,889          38,505
 Cash flows from investing activities
 Acquisition of subsidiaries                                       17    (7,574)         -
 Subsidiary cash acquired                                          17    320             -
 Purchase of property, plant and equipment                               (11,230)        (11,007)
 Purchase of intangible assets                                           (65)            (95)
 Net cash used in investing activities                                   (18,549)        (11,102)
 Cash flows from financing activities

 Payment of capital elements of leases                                   (5,540)         (7,773)
 Issue of shares                                                         6               5
 Dividends paid                                                          (19,723)        -
 Net cash used in financing activities                                   (25,257)        (7,768)
 Net change in cash and cash equivalents for the period                  (11,917)        19,635
 Cash and cash equivalents at the beginning of the period                56,066          29,942
 Cash and cash equivalents at the end of the period                      44,149          49,577

 

Notes to the condensed consolidated interim financial statements

 

1. General information

 

The Directors of Hollywood Bowl Group plc (together with its subsidiaries, the
"Group" or "HWB Group") present their interim report and the unaudited
financial statements for the six months ended 31 March 2023 ('Interim
Financial Statements').

 

HWB Group is incorporated and domiciled in England and Wales, under company
registration number 10229630. The registered office of the company is Focus
31, West Wing, Cleveland Road, Hemel Hempstead, HP2 7BW, United Kingdom.

 

On 15 February 2023, the Group acquired HLD Investments Inc. (operating as YYC
Bowling & Entertainment), Mountain View Bowl Inc and Wong and Lewis
Investments Inc. (operating as Let's Bowl), three Canadian-based ten-pin
bowling businesses. These three companies are consolidated in Hollywood Bowl
Group plc's Financial Statements with effect from 15 February 2023.

 

The interim Financial Statements were approved by the Board of Directors on 30
May 2023.

 

The Group's last annual audited financial statements for the year ended 30
September 2022 have been prepared in accordance with UK-adopted International
Accounting Standards and the requirements of the Companies Act 2006, and these
Interim Financial statements should be read in conjunction with them.

 

The comparative figures for the year ended 30 September 2022 are an abridged
version of the Group's last annual financial statements and, together with
other financial information contained in these interim results, do not
constitute statutory financial statements of the Group as defined in section
434 of the Companies Act 2006. A copy of the statutory accounts for the year
ended 30 September 2022 have been delivered to the Registrar of Companies. The
external auditor has reported on those accounts: their report was unqualified
and did not contain a statement under s498 (2) or (3) of the Companies Act
2006.

 

2. Basis of preparation

 

The Interim Financial Statements have been prepared in accordance with IAS 34,
'Interim Financial Reporting' and the Disclosures and Transparency Rules of
the United Kingdom's Financial Conduct Authority. They do not include all of
the information required for a complete set of IFRS financial statements.
However, selected explanatory notes are included to explain events and
transactions that are significant to an understanding of the changes in the
Group's financial position and performance since the last financial
statements.

 

The Interim Financial Statements are presented in Pounds Sterling, rounded to
the nearest thousand pounds, except where otherwise indicated; and under the
historical cost convention, except for fair value items on acquisition.

 

The accounting policies adopted in the preparation of the Interim Financial
Statements are consistent with those applied in the presentation of the
Group's consolidated financial statements for the year ended 30 September
2022. At the date of authorisation of this financial information, certain new
standards, amendments and interpretations to existing standards applicable to
the Group have been published but are not yet effective and have not been
adopted early by the Group. The impact of these standards is not expected to
be material.

 

Basis of consolidation

 

The consolidated financial information incorporates the Financial Statements
of the Company and all of its subsidiary undertakings. The Financial
Statements of all Group companies are adjusted, where necessary, to ensure the
use of consistent accounting policies. Acquisitions are accounted for under
the acquisition method from the date control passes to the Group. On
acquisition, the assets, liabilities and contingent liabilities of a
subsidiary are measured at their fair values at the date of acquisition. Any
excess of the cost of acquisition over the fair values of the identifiable net
assets acquired is recognised as goodwill, or a gain on bargain purchase if
the fair values of the identifiable net assets are greater than the cost of
acquisition. Intragroup balances and any unrealised gains and losses or income
and expenses arising from intragroup transactions are eliminated in preparing
the consolidated financial statements.

 

The results of HLD Investments Inc. (operating as YYC Bowling &
Entertainment), Mountain View Bowl Inc and Wong and Lewis Investments Inc.
(operating as Let's Bowl), are included from the date of acquisition on 15
February 2023.

 

Going concern

 

The financial position of the Group, its cash flows, performance and position
are described in the financial review section. Details of the Group's
available and drawn facilities are included in note 13. At 31 March 2023, the
Group had a cash balance of £44.1m with an undrawn RCF of £25m with Barclays
Bank plc, and no outstanding loan balances, giving an overall liquidity of
£69.1m.

 

In their consideration of going concern, the Directors have reviewed the
Group's future cash forecasts and profit projections using a base case and a
severe but plausible downside scenario. The Directors are of the opinion that
the Group's forecasts and projections show that the Group is able to operate
within its current facilities and comfortably comply with the covenants
outlined in its RCF.

 

Taking the above, and the principal risks faced by the Group as outlined in
note 15 to these interim financial statements, into consideration, the
Directors are satisfied that the Group has adequate resources to continue in
operation for the foreseeable future, a period of at least twelve months from
the date of this report. Accordingly, the Group continues to adopt the going
concern basis in preparing these interim financial statements.

 

Exceptional items and other adjustments

 

Exceptional items and other adjustments are those that in management's
judgement need to be disclosed by virtue of their size, nature and incidence,
in order to draw the attention of the reader and to show the underlying
business performance of the Group more accurately. Such items are included
within the income statement caption to which they relate and are separately
disclosed on the face of the condensed consolidated income statement and in
the notes to these interim Financial Statements.

 

Accounting estimates and judgements

The preparation of the Group financial statements requires management to make
judgements, estimates and assumptions in applying the Group's accounting
policies to determine the reported amounts of assets, liabilities, income and
expenditure. Actual results may differ from these estimates. The estimates and
underlying assumptions are reviewed on an ongoing basis, with revisions
applied prospectively.

Judgements made by the Directors in the application of these accounting
policies that have a significant effect on the financial statements and
estimates with a significant risk of material adjustment in the next financial
year are set out below.

Critical accounting judgements

·       Dilapidation provision

A provision is made for future expected dilapidation costs on the opening of
leasehold properties not covered by the LTA and is expected to be utilised on
lease expiry. This also includes properties covered by the LTA where we may
not extend the lease, after consideration of the long-term trading and
viability of the centre. Properties covered by the LTA provide security of
tenure and we intend to occupy these premises indefinitely until the landlord
serves notice that the centre is to be redeveloped. As such, no charge for
dilapidations can be imposed and no dilapidation provision is considered
necessary as the outflow of economic benefit is not considered to be probable.

Key sources of estimation uncertainty

The key estimates are discussed below:

·       Property, plant and equipment and right-of-use asset impairment
reviews

Plant and equipment and right-of-use assets are reviewed for impairment when
there is an indication that the assets might be impaired by comparing the
carrying value of the assets with their recoverable amounts. The recoverable
amount of an asset or a CGU is typically determined based on value-in-use
calculations prepared on the basis of management's assumptions and estimates.

 

The key assumptions in the value-in-use calculations include growth rates of
revenue and expenses, and discount rates. The carrying value of property,
plant and equipment and right-of-use assets have been assessed to reasonable
possible changes in key assumptions and these would not lead to a material
impairment.

 

Further information in respect of the Group's property, plant and equipment
and right-of-use assets is included in notes 9 and 10 respectively.

Other estimates

The acquisition of HLD Investments Inc. (operating as YYC Bowling &
Entertainment), Mountain View Bowl Inc and Wong and Lewis Investments Inc.
(operating as Let's Bowl) has been accounted for using the acquisition method
under IFRS 3. The identifiable assets, liabilities and contingent liabilities
are recognised at their fair value at date of acquisition (note 17). The fair
value of the net assets identified were determined with assistance from
independent experts using professional valuation techniques appropriate to the
individual category of asset or liability. Calculating the fair values of net
assets, notably the fair values of intangible assets identified as part of the
purchase price allocation, involves estimation and consequently the fair value
exercise is recorded as another accounting estimate. The amortisation charge
is sensitive to the value of the intangible asset values, so a higher or lower
fair value calculation would lead to a change in the amortisation charge in
the period following acquisition. These estimates are not considered key
sources of estimation uncertainty as a material adjustment to the carrying
value is not expected in the following financial year.

 

Adjusted measures

 

The Group uses a number of non-Generally Accepted Accounting Principles
(non-GAAP) financial measures in addition to those reported in accordance with
IFRS. The Directors believe that these non-GAAP measures, listed below, are
important when assessing the underlying financial and operating performance of
the Group by investors and shareholders. These non-GAAP measures comprise of
like-for-like revenue growth, adjusted profit after tax, net debt, Group
operating cash flow, Group adjusted EBITDA and Group adjusted EBITDA margin.

Further explanation on alternative performance measures is provided in the
Chief Financial Officer's review.

 

3. Segmental reporting

 

Management consider that the Group consists of two operating segments, as it
operates within the UK and Canada (31 March 2022: UK only). The UK operating
segment includes the Hollywood Bowl and Puttstars brands. The Canada operating
segment includes the Splitsville and Striker Bowling Solutions brands
(acquired May 2022), and from 15 February 2023, YYC Bowling &
Entertainment, Mountain View Bowl Inc and Let's Bowl. Within these two
operating segments there are multiple revenue streams which consist of the
following:

 

 Six months ended 31 March 2023

                                           Before exceptional income UK  Exceptional income UK (note 4)

                                           Unaudited                     Unaudited

                                           £'000                         £'000                           Total UK    Canada      Total

                                                                                                         Unaudited   Unaudited   Unaudited

                                                                                                         £'000       £'000       £'000
 Bowling                                   44,972                        192                             45,164      5,042       50,206
 Food and drink                            26,743                        -                               26,743      2,805       29,548
 Amusements                                25,612                        -                               25,612      1,515       27,127
 Mini-golf                                 1,307                         -                               1,307       -           1,307
 Installation of bowling equipment         -                             -                               -           1,757       1,757
 Other                                     120                           -                               120         179         299
                                           98,754                        192                             98,945      11,298      110,244

 Six months ended 31 March 2022

                                           Before exceptional income UK  Exceptional income UK (note 4)

                                           Unaudited                     Unaudited

                                           £'000                         £'000                           Total UK    Canada              Total

                                                                                                         Unaudited   Unaudited           Unaudited

                                                                                                         £'000       £'000               £'000
 Bowling                                   45,833                        5,792                           51,625      -                   51,625
 Food and drink                            24,529                        -                               24,529      -                   24,529
 Amusements                                22,909                        -                               22,909      -                   22,909
 Mini-golf                                 1,049                         -                               1,049       -                   1,049
 Installation of bowling equipment         -                             -                               -           -                   -
 Other                                     61                            -                               61          -                   61
                                           94,381                        5,792                           100,173     -                   100,173

 

No single customer provides more than ten per cent of the Group's revenue.

 

                                Six months ended 31 March 2023         Six months ended 31 March 2022

                                UK           Canada       Total        UK           Canada       Total

                                Unaudited    Unaudited    Unaudited    Unaudited    Unaudited    Unaudited

                                £'000        £'000        £'000        £'000        £'000        £'000
 Revenue                        98,945       11,298       110,244      100,173      -            100,173
 Group adjusted EBITDA(1)       40,207       3,679        43,886       42,158       -            42,158
 Operating profit               28,656       2,591        31,247       37,616       -            37,616
 Finance income                 444          53           497          -            -            -
 Finance expense                4,621        412          5,033        4,179        -            4,179
 Depreciation and amortisation  11,063       634          11,697       10,185       -            10,185
 Profit before tax              24,479       2,232        26,711       33,437       -            33,437
 PPE asset additions            9,946        1,799        11,745       11,119       -            11,119
 Intangible asset additions     65           -            65           95           -            95
 Total assets                   328,011      38,898       367,788      332,781      -            332,781
 Total liabilities              207,014      20,508       227,522      200,656      -            200,656

(1) Group adjusted EBITDA (earnings before interest, tax, depreciation and
amortisation) is calculated as operating profit plus depreciation,
amortisation, impairment losses, loss on disposal of property, plant and
equipment, right-of-use assets and software and exceptional items.

 

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 expenses
that have been shown separately due to, in the Directors judgement, their
significance, one-off nature or amount:

 

                                  Six months ended  Six months ended

                                  31 March 2023     31 March 2022

                                  Unaudited         Unaudited

                                  £'000             £'000
 Bowling revenue VAT rebate(1)    192               5,792
 Administrative expenses(2)       (2)               (151)
 Acquisition fees(3)              (469)             -
 Contingent consideration(4)      (699)             -
 Exceptional items before tax     (978)             5,641
 Tax charge                       (42)              (1,079)
 Exceptional items after tax      (1,020)           4,562

 

(1) During the prior year, HMRC conducted a review of its policy position on
the reduced rate of VAT for leisure and hospitality and the extent to which it
applies to bowling. Following its review, HMRC now accepts that leisure
bowling should fall within the scope of the temporary reduced rate of VAT for
leisure and hospitality, as a similar activity to those listed in Group 16 of
schedule 7A of the VAT Act 1994. As a result, the Group made a retrospective
claim for overpaid output VAT for the period 15 July 2020 to 30 September 2021
relating to package sales totalling £192,000 (31 March 2022 and 30 September
2022: £5,792,000 relating to leisure bowling), included within bowling
revenue.

(2) Expenses associated with the VAT rebate, relating to additional turnover
rent, profit share due to landlords and also professional fees, which are
included within administrative expenses.

(3) Legal and professional fees relating to the acquisition of HLD Investments
Inc. (operating as YYC Bowling & Entertainment), Mountain View Bowl Inc
and Wong and Lewis Investments Inc. (operating as Let's Bowl).

(4) Contingent consideration of £620,000 in administrative expenses and
£79,000 of interest expense in relation to the acquisition of Teaquinn in May
2022.

 

5. Finance income and expenses

                                                                      Six months      Six months

                                                                      ended           ended

                                                                      31 March 2023   31 March 2022

                                                                      Unaudited       Unaudited

                                                                      £'000           £'000
 Interest on bank deposits                                            497             -
 Finance income                                                       497             -

 Interest on bank borrowings                                          113             102
 Unwinding of discount on provisions                                  100             23
 Unwinding of discount on contingent consideration (note 4)           79              -
 Finance costs on lease liabilities                                   4,741           4,054
 Finance expense                                                      5,033           4,179

 

6. Taxation

                                                        Six months      Six months

                                                        ended           ended

                                                        31 March 2023   31 March 2022

                                                        Unaudited       Unaudited

                                                        £'000           £'000
 The tax expense is as follows:
 - UK Corporation tax                                   3,901           4,311
 - Foreign tax suffered                                 622             -
 Total current tax                                      4,523           4,311

 Deferred tax:
 Origination and reversal of temporary differences      1,238           2,101
 Effects of changes in tax rates                        50              -
 Total deferred tax                                     1,288           2,101
 Total tax expense                                      5,811           6,412

 Factors affecting tax charge:

 The income tax expense was recognised based on management's best estimate of
 the weighted average annual income tax rate expected for the full financial
 year applied to the profit before tax for the half year ended 31 March 2023.

Deferred tax

 

At Budget March 2021, the government confirmed that the corporation tax main
rate would remain at 19 per cent and increase to 25 per cent from 1 April
2023. As such, the rate used to calculate the deferred tax balances as at 31
March 2023 and 30 September 2022 has increased from 19 per cent to a blended
rate up to 25 per cent depending on when the deferred tax balance will be
released.

 

7. Trade and other receivables

                    Six months      Six months      Year ended

                    ended           ended           30 September

                    31 March 2023   31 March 2022   2022

                    Unaudited       Unaudited       Audited

                    £'000           £'000           £'000
 Trade receivables  1,498           577             836
 Other receivables  140             7,399           245
 Prepayments        4,260           2,498           4,049
                    5,898           10,474          5,130

 

Trade receivables have an ECL against them that is immaterial. There were no
overdue receivables at the end of any period.

 

As at 31 March 2022, other receivables included £7,292,000 (31 March 2023 and
30 September 2022: £nil) of previously overpaid VAT due from HMRC following
its review of its policy position on the reduced rate of VAT for hospitality
and tourism. (See note 4).

 

8. Trade and other payables

                               Six months      Six months      Year ended

                               ended           ended           30 September

                               31 March 2023   31 March 2022   2022

                               Unaudited       Unaudited       Audited

 Current                       £'000           £'000           £'000
 Trade payables                4,593           3,364           5,306
 Other payables                2,509           1,977           1,310
 Accruals and deferred income  12,768          13,458          17,000
 Taxation and social security  6,114           2,974           5,065
                               25,984          21,773          28,681

 

                 Six months      Six months      Year ended

                 ended           ended           30 September

                 31 March 2023   31 March 2022   2022

                 Unaudited       Unaudited       Audited

 Non-current     £'000           £'000           £'000
 Other payables  3,866           516             3,000

 

Accruals and deferred income includes a staff bonus accrual of £2,485,000 (31
March 2022: £5,703,000, 30 September 2022: £7,758,000). Deferred income
includes £1,129,000 (31 March 2022: £893,000, 30 September 2022: £983,000)
of customer deposits received in advance and £1,096,000 (31 March 2022:
£nil, 30 September 2022: £160,000) relating to bowling equipment
installations.

 

Non-current other payables includes £1,129,000 (31 March 2022: £nil, 30
September 2022: £464,000) of contingent consideration and £1,803,000 (31
March 2022: £nil, 30 September 2022: £1,841,000) of deferred consideration
in respect of the acquisition of Teaquinn Holdings Inc.

 9. Property, plant and equipment

                                          Freehold property   Long leasehold property   Short leasehold property £'000   Lanes and pinspotters  Plant & machinery, fixtures and fittings      Total

                                          £'000              £'000                                                       £'000                  £'000                                         £'000
 Cost
 At 1 October 2021                        -                  1,240                      29,663                           13,310                 42,157                                        86,370
 Additions                                -                  -                          8,127                            5,238                  8,707                                         22,072
 Acquisition of Teaquinn Holdings Inc.    7,061              -                          872                              284                    237                                           8,454
 Disposals                                -                  -                          (24)                             (796)                  (595)                                         (1,415)
 Effects of movement in foreign exchange  345                -                          48                               14                     12                                            419
 At 30 September 2022 (audited)           7,406              1,240                      38,686                           18,050                 50,518                                        115,900
 Additions                                -                  -                          6,543                            2,616                  2,586                                         11,745
 Acquisitions (note 17)                   -                  -                          77                               73                     30                                            180
 Disposals                                -                  -                          (897)                            (3)                    (747)                                         (1,647)
 Effects of movement in foreign exchange  (612)              -                          (136)                            (33)                   (52)                                          (833)
 At 31 March 2023 (unaudited)             6,794              1,240                      44,273                           20,703                 52,335                                        125,345
 Accumulated depreciation
 At 1 October 2021                        -                  340                        13,746                           4,613                  18,635                                        37,334
 Depreciation charge                      24                 48                         3,047                            706                    4,896                                         8,721
 Impairment charge                        -                  -                          2,088                            -                      447                                           2,535
 Disposals                                -                  -                          (24)                             (785)                  (522)                                         (1,331)
 At 30 September 2022 (audited)           24                 388                        18,857                           4,534                  23,456                                        47,259
 Depreciation charge                      32                 24                         1,478                            354                    3,044                                         4,932
 Disposals                                -                  -                          (884)                            (3)                    (680)                                         (1,567)
 Effects of movement in foreign exchange  (3)                -                          (5)                              (2)                    (3)                                           (13)
 At 31 March 2023 (unaudited)             53                 412                        19,446                           4,883                  25,817                                        50,611
 Net book value
 At 31 March 2023 (unaudited)             6,741              828                        24,827                           15,820                 26,518                                        74,734
 At 30 September 2022 (audited)           7,382              852                        19,829                           13,516                 27,062                                        68,641

 Plant & machinery, fixtures and fittings includes £2,039,000 (31 March
 2022: £3,343,000; 30 September 2022: £2,916,000) of assets in the course of
 construction, relating to the development of new centres.

 As at 31 March 2023, outstanding capital commitments to fit out new and
 refurbish existing sites and to complete the installation of solar panels
 totalled £673,000 (31 March 2022: £2,351,000; 30 September 2022:
 £4,728,000).

 

10. Leases

 

Group as a lessee

 

The Group has lease contracts for property and amusement machines used in its
operations. The Group's obligations under its leases are secured by the
lessor's title to the leased assets. The Group is restricted from assigning
and subleasing the leased assets. There are ten lease contracts that include
variable lease payments in the form of revenue-based rent top-ups.

 

The Group also has certain leases of equipment with lease terms of 12 months
or less and leases of office equipment with low value. The Group applies the
'short-term lease' and 'lease of low-value assets' recognition exemptions for
these leases.

 

Set out below are the carrying amounts of right-of-use assets recognised and
the movements during the period:

 

                                                                              Property  Amusement machines  Total

                                                                              £'000     £'000               £'000
 Cost
 At 1 October 2021                                                            148,722   8,109               156,831
 Lease additions                                                              7,805     3,462               11,267
 Acquisition of Teaquinn Holdings Inc.                                        11,510    -                   11,510
 Lease surrenders                                                             -         (332)               (332)
 Lease modifications                                                          5,640     -                   5,640
 Effects of movement in foreign exchange                                      583       -                   583
 At 30 September 2022 (audited)                                               174,260   11,239              185,499
 Lease additions                                                              -         2,805               2,805
 Acquisitions (note 17)                                                       3,982     -                   3,982
 Lease surrenders                                                             -         (606)               (606)
 Lease modifications                                                          3,982     -                   3,982
 Effects of movement in foreign exchange                                      (1,257)   -                   (1,257)
 At 31 March 2023 (unaudited)                                                 180,967   13,438              194,405
 Accumulated depreciation
 At 1 October 2021                                                            19,632    4,857               24,489
 Depreciation charge                                                          9,846     2,164               12,010
 Impairment charge                                                            1,786     -                   1,786
 Lease surrenders                                                             -         (241)               (241)
 At 30 September 2022 (audited)                                               31,264    6,780               38,044
 Depreciation charge                                                          5,198     1,172               6,370
 Lease surrenders                                                             -         (572)               (572)
 At 31 March 2023 (unaudited)                                                 36,462    7,380               43,842
 Net book value
 At 31 March 2023 (unaudited)                                                 144,505   6,058               150,563
 At 30 September 2022 (audited)                                               142,996   4,459               147,455

 

Set out below are the carrying amounts of lease liabilities and the movements
during the period:

 

                                                                  Property  Amusement machines  Total

                                                                  £'000     £'000               £'000
 Lease liabilities
 At 1 October 2021                                                168,530   5,410               173,940
 Lease additions                                                  7,805     3,462               11,267
 Acquisition of Teaquinn Holdings Inc.                            11,510    -                   11,510
 Accretion of interest                                            8,354     98                  8,452
 Lease modifications                                              5,640     (157)               5,483
 Payments(1)                                                      (19,873)  (2,994)             (22,687)
 Effects of movement in foreign exchange                          584       -                   584
 At 30 September 2022 (audited)                                   182,550   5,819               188,369
 Lease additions                                                  -         2,805               2,805
 Acquisitions (note 17)                                           3,982     -                   3,982
 Accretion of interest                                            4,652     89                  4,741
 Lease modifications                                              3,982     (72)                3,910
 Payments(1)                                                      (8,736)   (1,510)             (10,246)
 Effects of movement in foreign exchange                          (1,282)   -                   (1,282)
 At 31 March 2023 (unaudited)                                     185,148   7,131               192,279
 Current                                                          9,025     2,885               11,910
 Non-current                                                      176,123   4,246               180,369
 At 31 March 2023                                                 185,148   7,131               192,279
 Current                                                          9,027     2,530               11,557
 Non-current                                                      173,523   3,289               176,812
 At 30 September 2022                                             182,550   5,819               188,369

( )

(1) In FY2023, £34,000 (FY2022: £35,000) of rent payments were part of the
working capital movements in the year.

 

11. Goodwill and intangible assets

                                          Goodwill   Brand    Trademark £'000   Customer relationships £'000   Software  Total

                                           £'000     £'000                                                     £'000     £'000
 Cost
 At 1 October 2021                        75,034     3,360    798               -                              2,112     81,304
 Additions                                70         -        -                 -                              108       178
 Acquisition of Teaquinn Holdings Inc.    90         3,888    -                 314                            -         4,292
 At 30 September 2022 (audited)           75,194     7,248    798               314                            2,220     85,774
 Additions                                -          -        -                 -                              65        65
 Acquisitions (note 17)                   6,697      -        -                 503                            -         7,200
 Effects of movement in foreign exchange  (13)       -        -                 (23)                           -         (36)
 At 31 March 2023 (unaudited)             81,878     7,248    798               794                            2,285     93,003
 Accumulated amortisation
 At 1 October 2021                        -          1,188    366               -                              1,802     3,356
 Amortisation charge                      -          335      50                8                              231       624
 At 30 September 2022 (audited)           -          1,523    416               8                              2,033     3,980
 Amortisation charge                      -          284      25                12                             74        395
 At 31 March 2023 (unaudited)             -          1,807    441               20                             2,107     4,375
 Net book value
 At 31 March 2023 (unaudited)             81,878     5,441    357               774                            178       88,628
 At 30 September 2022 (audited)           75,194     5,725    382               306                            187       81,794

 

12. Share capital

 

The share capital of the Group is represented by the share capital of the
Parent Company, Hollywood Bowl Group plc.

 

During the period, 641,567 ordinary shares of £0.01 each were issued under
the Group's Long Term Incentive Plan (LTIP).

 

                                 31 March 2023          31 March 2022          30 September 2022
                                 No of shares  £'000    No of Shares  £'000    No of shares  £'000
 Ordinary shares of £0.01 each   171,712,357   1,717    171,059,454   1,711    171,070,790   1,711

During the periods ended 31 March 2022 and 30 September 2022, 428,113 ordinary
shares of £0.01 each were issued under the Group's LTIP scheme. In addition,
during the period ended 31 March 2023, nil (31 March 2022: 158, 30 September
2022: 11,494) ordinary shares of £0.01 each were issued under the Group's
SAYE scheme.

 

The ordinary shares are entitled to dividends.

 

13. Loans and borrowings

 

On 29 September 2021, the Group entered into a £25m revolving credit facility
(RCF) with Barclays Bank plc. The RCF has a termination date of 31 December
2024.

 

Interest is charged on any drawn balance based on the reference rate (SONIA),
plus a margin of 1.75 per cent.

 

A commitment fee equal to 35 per cent of the drawn margin is payable on the
undrawn facility balance. The commitment fee rate as at 31 March 2023 was
therefore 0.6125 per cent (31 March 2022 and 30 September 2022: 0.6125 per
cent).

 

Issue costs of £135,000 were paid to Barclays Bank plc on commencement of the
RCF. These costs are being amortised over the term of the facility and are
included within prepayments.

 

The terms of the Barclays Bank plc facility include the following Group
financial covenants:

 

(i) For the 7-month period ended 31 December 2021, the ratio of total net debt
to adjusted EBITDA shall not exceed

    1.75:1.

(ii) For the 12-month period ending on each reference date, commencing 31
March 2022 and each quarter thereafter, the ratio of total net debt to
adjusted EBITDA pre-IFRS 16 shall not exceed 1.75:1.

 

The Group operated within the covenants during the period and the previous
period.

 

14.  Performance share-based payments - Long term employee incentive costs

 

The Group had the following performance share based payment arrangements in
operation during the period:

a) The Hollywood Bowl Group plc Long Term Incentive Plan 2020

b) The Hollywood Bowl Group plc Long Term Incentive Plan 2021

c) The Hollywood Bowl Group plc Long Term Incentive Plan 2022

c) The Hollywood Bowl Group plc Long Term Incentive Plan 2023

 

Long Term Incentive Plans

 

HWB Group plc operates Long Term Incentive Plans (LTIPs) for certain key
management. In accordance with IFRS 2 Share-based payment, the values of the
awards are measured at fair value at the date of grant. The exercise price of
the LTIPs is equal to the market price of the underlying shares on the date of
grant. The fair value is determined based on the exercise price and number of
shares granted, and is written off on a straight-line basis over the vesting
period, based on management's estimate of the number of shares that will
eventually vest.

 

In accordance with the LTIP schemes outlined in the Group's Remuneration
Policy (Annual Report FY2022), the vesting of these awards is conditional upon
the achievement of an EPS target set at the time of grant and measured at the
end of a 3-year period ending 30 September 2022, 2023, 2024 and 2025 and the
Executive Directors' continued employment at the date of vesting. The LTIP
2022 and LTIP 2023 also have performance targets based on return on centre
invested capital, emissions ratio for Scope 1 and Scope 2 and team member
development.

 

During the six months ended 31 March 2023, 486,515 (31 March 2022:463,436, 30
September 2022:463,436) share awards were granted under the LTIP.

 

For the six months ended 31 March 2023, the Group has recognised £568,286 of
performance share-based payment expense in the profit or loss account (31
March 2022: £399,275 and 30 September 2022: £939,812).

 

The LTIP shares are dilutive for the purposes of calculating diluted earnings
per share.

 

15.  Principal Risks and Uncertainties

 

The Directors have reconsidered the principal risks and uncertainties of the
Group and have determined that those reported in the Annual Report for the
year ended 30 September 2022 remain relevant for the remaining half of the
financial year. These risks are summarised below, and how the Group seeks to
mitigate these risks is set out on pages 69 to 73 of the Annual Report and
Accounts 2022, which can be found at www.hollywoodbowlgroup.com
(http://www.hollywoodbowlgroup.com) .

 

In summary, these include:

 

·      The economic condition in the UK - results in a decline in GDP,
consumer spending, a fall in revenue and inflation pressure impacting the
Group's strategy

·      Dependency on the performance of IT systems - reducing the
ability of the Group to take bookings and resulting in loss of revenue

·      Delivery of products from third party suppliers which are key to
the customer experience - impacting on the overall offer to the customer

·      Retention of key team members - a reduction in our talent pool,
as well as failure to maintain staff engagement, retention of key team in a
tightening labour market

·      Data security and protection - impacting on customer information
and potential fines

·      Competitive environment for new centres resulting in less new
Group centre openings

·      Climate change

·      Breach of covenants

·      Compliance with regulatory requirements

·      Breach of laws and regulations

 

16.  Related Party Transactions

 

31 March 2023 and 31 March 2022

 

There were no related party transactions during either period.

 

17.  Acquisition of HLD Investments Inc. (operating as YYC Bowling &
Entertainment), Mountain View Bowl Inc and Wong and Lewis Investments Inc.
(operating as Let's Bowl)

 

On 15 February 2023, the Group acquired 100% of the issued share capital and
voting rights of HLD Investments Inc. (operating as YYC Bowling &
Entertainment), Mountain View Bowl Inc and Wong and Lewis Investments Inc.
(operating as Let's Bowl), based in Canada. All three businesses are operators
of ten-pin bowling centres. The purpose of the acquisition was to grow the
Group's core ten-pin bowling business in the region.

 

HLD Investments Inc. (operating as YYC Bowling & Entertainment), Mountain
View Bowl Inc and Wong and Lewis Investments Inc. (operating as Let's Bowl)
are consolidated in Hollywood Bowl Group plc's interim financial statements
with effect from the completion of the acquisition on 15 February 2023.

 

The details of the business combination are as follows (stated at acquisition
date fair values):

                                                £'000
 Fair value of consideration transferred
 Amount settled in cash                         7,574
 Recognised amounts of identifiable net assets
 Property, plant and equipment                  180
 Right-of-use assets                            3,982
 Intangible assets                              503
 Inventories                                    65
 Trade and other receivables                    204
 Cash and cash equivalents                      320
 Current tax liabilities                        -
 Trade and other payables                       (255)
 Lease liabilities                              (3,982)
 Deferred tax liabilities                       (140)
 Identifiable net assets                        877
 Goodwill arising on acquisition                6,697
 Consideration for equity settled in cash       7,574
 Cash and cash equivalents acquired             (320)
 Net cash outflow on acquisition                7,254
 Acquisition costs paid charged to expenses     453
 Net cash paid in relation to the acquisition   7,707

 

Acquisition related costs of £453,000 are not included as part of the
consideration transferred and have been recognised as an expense in the
consolidated income statement within administrative expenses.

 

The fair value of the identifiable intangible assets acquired includes
£503,000 in relation to customer relationships. The customer relationships
have been valued using the multi-period excess earnings method.

 

The fair value of right-of-use assets and lease liabilities were measured as
the present value of the remaining lease payments, in accordance with IFRS 16.

 

The fair value and gross contractual amounts receivable of trade and other
receivables acquired as part of the business combination amounted to
£204,000. At the acquisition date the Group's best estimate of the
contractual cash flows expected not to be collected amounted to £nil.

 

In the period since acquisition to 31 March 2023, the Group recognised
£889,000 of revenue and £481,000 of profit before tax in relation to the
acquired business. Had the acquisition occurred on 1 October 2022, the
contribution to the Group's revenue would have been £3,340,000 and the
contribution to the Group's profit before tax for the period would have been
£1,811,000.

 

Responsibility Statement

 

We confirm that to the best of our knowledge:

 

·      The condensed set of financial statements has been prepared in
accordance with IAS 34 'Interim Financial Reporting'.

·      The interim management report includes a fair review of the
information required by:

(a) DTR 4.2.7R of the Disclosure Guidance and Transparency Rules, being an
indication of important events that have occurred during the first six months
of the financial year and their impact on the condensed set of financial
statements; and a description of the principal risks and uncertainties for the
remaining six months of the year; and

(b) DTR 4.2.8R of the Disclosure Guidance and Transparency Rules, being
related party transactions that have taken place in the first six months of
the current financial year and that have materially affected the financial
position or performance of the entity during that period; and any changes in
the related party transactions described in the last annual report that could
do so.

 

 

This responsibility statement was approved by the Board on 30 May 2023 and is
signed on its behalf by:

 

 

 

Stephen
Burns
Laurence Keen

CEO
CFO

30 May
2023
30 May 2023

 

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