REG - Nightcap PLC - Final Results
10/11/2022 07:00
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RNS Number : 9095F Nightcap PLC 10 November 2022
This announcement contains Inside Information for the purposes of Article 7 of
EU Regulation 596/2014 (which forms part of domestic UK law pursuant to the
European Union (Withdrawal) Act 2018). Upon the publication of this
announcement this Inside Information is now considered to be within the public
domain.
10 November 2022
Nightcap plc
("Nightcap" or the "Company" or the "Group")
Results for the 53 weeks ended 3 July 2022
Nightcap (AIM: NGHT), the owner of The Cocktail Club, the Adventure Bar Group
and the Barrio Familia group of bars, is pleased to announce its audited full
year results for the 53 weeks ended 3 July 2022. The Company's Annual Report
and Accounts for the 53 weeks ended 3 July 2022 ("Annual Report") and the
Notice of Annual General Meeting ("AGM") will be posted to shareholders today.
The Company's Annual Report and the Notice of AGM will be available shortly on
the Company's website at: www.nightcapplc.com (http://www.nightcapplc.com)
The AGM will be held at 10:00 a.m. at the offices of Allenby Capital Limited,
5 St. Helen's Place, London, EC3A 6AB on 6 December 2022.
Sarah Willingham, Chief Executive Officer of Nightcap, commented:
"I am extremely proud to present these excellent audited results for the 53
weeks to 3 July 2022, representing Nightcap's first full year of trading. Our
year has been eventful, fun and, at all times, rewarding. During the year the
number of bars we operated increased from 19 to 31 and this reflects our
strong growth, driven by both new openings and acquisitions. Going from £6m
to £36m of revenue and £0.2m to £3.3m of Adjusted EBITDA (IAS17 basis) is
impressive growth, but what excites me the most is that we have defined our
brands and fine-tuned their business models to optimise the roll out of the
individual brands.
"We have opened several more sites post year end taking the total amount of
opened bars to 36 and, whilst there are a growing number of outstanding sites
available to us on increasingly advantageous terms, build costs have continued
to increase and trading in the first 13 weeks of the new financial year
(period to 2 October 2022) has been adversely impacted by record warm weather,
train strikes and the cost of living crisis. With the uncertainty in the
economic climate in mind, we will slow down our expansion plans of new site
openings during the current financial year. Our focus will be to maximise
returns from our existing and newly opened sites and then continue our roll
out programme as market conditions improve."
For further enquiries:
Nightcap plc
Sarah Willingham / Toby Rolph / Gareth Edwards email@nightcapplc.com (mailto:email@nightcapplc.com)
Allenby Capital Limited (Nominated Adviser and Broker) +44 (0) 20 3328 5656
Nick Naylor / Alex Brearley / Piers Shimwell (Corporate Finance) www.allenbycapital.com (http://www.allenbycapital.com/)
Jos Pinnington / Amrit Nahal / Tony Quirke (Sales and Corporate Broking)
Bright Star Digital (PR) https://www.brightstardigital.co.uk/ (https://www.brightstardigital.co.uk/)
Pam Lyddon +44 (0) 7534 500 829
pamlyddon@brightstardigital.co.uk (mailto:pamlyddon@brightstardigital.co.uk)
CHAIRMAN'S STATEMENT
We have lived with COVID-19 restrictions since March 2020 and at last we
appear to be moving away from the more draconian measures, but what the last
two years have taught us is that nothing is reliably predictable.
The periods of lockdown were a very difficult time for all of us but
especially for those within the hospitality sector. I am pleased that, despite
the challenges and uncertainties that have been thrown at us, we have
continued to focus on the growth opportunities of the business. Sarah and
the wider executive team at Nightcap have shown exceptional leadership to
navigate through the uncertainties over the past year quickly and effectively.
Our focus continues to be on growth, both through acquisition and through
organic expansion. Since acquisition at IPO on AIM at the beginning of 2021,
The Cocktail Club has opened a total of seven new sites in prime locations in
key cities across the UK. The biggest Cocktail Club to date opened in
September, closely followed by a key site in the financial district of Canary
Wharf in October. Since our acquisition of The Adventure Bar Group in May
2021, it has grown with two new site openings in Bristol, one site in Cardiff
and a further site opening in Liverpool. In November 2021 the acquisition of
the Barrio Familia Group added a further five sites to the Nightcap portfolio
and an additional brand that has exciting growth opportunities with two new
sites already opened in Covent Garden and Watford. At the end of the financial
year, the Group had grown to a total of 31 sites opened with three further
sites in final stages of fit-out and, at the date of this report, 36 sites
were open and trading.
We continue to make the investment in our staff (both in recruitment and
training) a priority. Our people create the welcome and experience that our
customers enjoy and that keeps them coming back, we have no doubt our people
are central to the continuing growth of the business. We launched the
Nightcap Bar Academy to provide in-depth training and improve skills but also
to improve both retention and recruitment in the face of a challenging
recruitment environment post-Brexit.
If the past year continues to show us anything it is that nothing can be taken
for granted. There are significant challenges to overcome with rising
inflationary pressures, supply chain disruption as well as the cost of living
and cost of energy to be navigated, not to mention recent transport strikes.
It will take resilience, perseverance and innovative approaches from Sarah and
the senior management team to overcome the challenges ahead but I am very
pleased with the Group's performance and expect the long-term growth to
continue in establishing Nightcap as one of the leading bar businesses in the
UK.
Gareth Edwards
Chairman
CHIEF EXECUTIVE'S STATEMENT
INTRODUCTION
I am extremely proud to present these excellent audited results for the 53
weeks to 3 July 2022, representing Nightcap's first full year of trading.
Our year has been eventful, fun and, at all times, rewarding. During the year,
the number of bars we operated increased from 19 to 31 and this reflects our
strong growth, driven by both new openings and acquisition.
We welcomed the Barrio Familia Group, which included four Barrio branded bars
and a multi award winning Disrepute bar, to the Group following the completion
of its acquisition on 21 November 2021 and these final results therefore
include Barrio Familia Group's results from this date. We are delighted with
how the Barrio Familia Group has settled into Nightcap alongside The Cocktail
Club and the Adventure Bar Group, and we are very excited about the first two
new openings of the Barrio concept, in Covent Garden and Watford. With this
acquisition, we continue to deliver on our strategy to acquire and grow
excellent drinks-led bar and late night businesses across the UK.
Our very experienced executive team successfully continued our roll-out
strategy of our key brands, opening five The Cocktail Club bars in Reading,
Bristol, Exeter, Cardiff and London, along with one Tonight Josephine in
Cardiff and a Blame Gloria in Bristol. At the period end our total portfolio
of trading bars was 31, including the five original venues within the Barrio
Familia Group, with a further three sites in the fit out stage. Since the
year-end, the Group has completed on several further sites taking our total
portfolio to 36 bars.
As the financial year progressed, we achieved record daily, weekly and monthly
sales across a number of our sites, seeing our total like-for-like* revenue
growth finish the year at an impressive increase of 23.6%.
This high like-for-like* growth during the 53 weeks ended 3 July 2022 is all
the more impressive against the backdrop of the leisure and hospitality
industries having tough moments during the period including: COVID-19 "Plan B"
Government advice imposed during the essential and very busy Christmas weeks;
ongoing tube and train strikes; and the cost of living crisis with inflation
exceeding double figures.
Having proven the popularity of "bottomless brunches" within the Adventure Bar
Group, we have successfully rolled them out across the rest of the Group. This
has seen millennials and Gen Zs loving our entertainment offerings as they go
out as groups for a celebration watching a Mamma Mia drag show at Tonight
Josephine, or couples and friends meeting for a fun morning or early afternoon
enjoying Samba and a DJ set at Barrio. Embedded in each business model is
utilisation of our spaces during the daytime when bars have been historically
closed and empty. This has further improved our return on investment as we
continue to maximise revenue during all of our trading hours.
The rapid roll out of our brands has been helped by a unique opportunity
within the property market. Suitable sites in top locations continue to be
available on more favourable terms than they have been for many years.
Landlords continue to favour stronger covenants (such as we provide) and we
continue to see far less competition for sites. Whilst there are a growing
number of outstanding sites available to us on increasingly advantageous
terms, build costs have continued to increase and, with the uncertainty in the
economic climate in mind, we will slow down our expansion plans of new site
openings during the current financial year. Our focus will be to maximise
returns from our existing and newly opened sites and then continue our roll
out programme as market conditions improve.
Without a doubt, none of this year's success would have been possible if it
were not for our customers who have stayed loyal to our brands throughout the
year. They have continued to enjoy mostly unrestricted social nights out with
friends and loved ones in the safe and fun environments that we continue to
offer. I would like to take this opportunity to thank them for welcoming us
into their towns across the UK, enjoying our opening parties and fun marketing
ploys and embracing our weekend brunches. They bring the fun and the laughs
with them each time and make our jobs of delivering a great time and fun
nights out easy.
ACQUISITIONS UPDATE
Barrio Familia
With the acquisition, on 21 November 2021, of Barrio Familia Group, we
continue to deliver on our ambition to create the leading bar group in the UK,
consisting of the most loved brands and concepts, with the highest potential
for roll-out across the UK.
The four original Barrio Familia branded bars are Latin American inspired and
represent a colourful clash of cultures, serving up Tacos and other Latin
American street food. The bars also have regular live music features, from
samba bands to house bands and DJs playing funk, soul and Latin music until
late. Barrio's drinks offering is Tequila-led, including custom Margaritas and
other Latin-themed cocktails. Disrepute was also acquired as part of the
Barrio Familia Group and represents a different concept to Barrio, being a
'60s inspired deluxe members' cocktail bar that recently won the accolade as
the 12(th) best Cocktail bar in the UK in the well-respected
"Top50CocktailBars" list of bars.
In addition to Barrio Familia's late night offering, it has experienced
significant growth in the demand for events from millennials and Gen Zs that
are sometimes ticketed, but always pre-booked. The growth in the popularity
of Barrio Familia's "bottomless brunch" is in line with the wider Group
strategy to pre-sell periods of the day to efficiently utilise the available
space and opening times.
As we get underway with the expansion of this exciting combination of Tequila
and Tacos in the Latin inspired Barrio brand, we anticipate substantial
potential to grow from the current seven sites up to twenty sites across the
UK in the medium term.
The acquisition of Barrio Familia Group further supports the Group's strategy
of targeting millennial and Gen Z customers who are moving away from generic
mid-market chains and sticky floored nightclubs, and are instead favouring
late night bars where they can have a great time, drink high quality drinks
and enjoy an experience-led, memorable, safe and fun night out in unique
venues.
Adventure Bar Group earn out consideration
When we acquired the Adventure Bar Group in May 2021, part of the transaction
included the potential for the Adventure Bar Group shareholders to earn an
additional consideration of £1.5 million in Nightcap shares, at an issue
price of 21p per share. The strong performance of the Adventure Bar Group led
to the achievement of the financial milestones required for all the earn out
consideration shares to be issued on a significantly faster timeline than we
originally expected. 7,142,856 new ordinary shares were issued in June 2022 to
the former owners of the Adventure Bar Group in respect of the deferred
consideration earn out.
Realising the full earn-out early was a phenomenal achievement for the
founders of the Adventure Bar Group and has benefited the Group.
GROWTH
Going from £6 million to £36 million of revenue and £0.2 million to £3.3
million of Adjusted EBITDA (IAS17 basis) is impressive growth in our first
full year. But what excites me the most is that we have defined our brands
and fine-tuned their business models to optimise the roll out of the
individual brands. The benchmark is for all new sites to deliver on our
market-leading goal of a 75% return on investment at maturity (being the third
year post opening) as well as a two-year payback on invested capital. The bar
concepts also need to remain attractive and differentiated, as we continue to
open them side by side in key towns as part of our expansion across the UK.
For example, in Bristol two The Cocktail Clubs now trade successfully
alongside a Blame Gloria and a Tonight Josephine.
ECONOMIC CLIMATE
Coming out of COVID-19 restrictions at the beginning of the financial year
resulted in a strong start to the year, as our millennial and Gen Z target
demographics relished the opportunity to meet and socialise with friends and
loved ones once again.
During the important Christmas weeks in 2021, COVID-19 "Plan B" advice was
imposed on the hospitality industry as a whole by the UK Government. This
resulted in more than 7,500 bookings being cancelled across the Group. Whilst
initially cancelled our sales team worked tirelessly to claw back more than
70% of these bookings, which were then re-scheduled to take place between
January and March 2022. This was a fantastic result and resolution to a
difficult situation.
Nightcap was created during a distressed time for the hospitality industry,
just after coming out of the first national lockdown and well before the roll
out of the first vaccine, with an unprecedented opportunity ahead of us.
Since the Nightcap IPO on AIM in January 2021, the property landscape has been
even better for Nightcap than we had expected when creating the Company. Lease
terms remain very attractive for operators, with even more availability in top
city centre locations. The millennial and Gen Z crowd remain resilient
consumers as they continue to enjoy great nights out with their friends and we
have been able to acquire great businesses, all with national roll out
potential, in a very short period of time. However, inflation caused by
COVID-19 supply chain disruption has been compounded by the war in Ukraine,
and its impact on energy prices and interest rates, has created a cost of
living crisis, which will undoubtedly impact all hospitality businesses in the
UK. Over the coming period we expect customers will be more cautious about
spending their disposable income.
Whilst the rise in prices have increased our fit out costs we are delighted to
have entered into competitively priced drinks contracts, along with enhanced
retrospective volume rebates for the next financial year which will ensure
that there will be very limited price increases in our operational supply
chain.
COSTS
Nightcap is exposed to the current cost of living crisis and inflation in four
main ways:
· Energy:
We have entered into a number of fixed two-year energy contracts and therefore
the vast majority of our sites currently have fixed energy costs. These
contracts expire between March 2023 and March 2024. The UK Government's
support of energy costs for businesses such as ours is welcomed.
· Supply chain price pressures:
Most of our direct costs relate to spirits and mixers that go into creating
our cocktails, along with some beer, food and prosecco. Due to our fast
growth, we have achieved very competitively priced contracts for these
products, along with enhanced retrospective volume rebates and ongoing
marketing support and are therefore not expecting margin erosion from supply
side pressures in the next year.
· Capital Expenditure:
Capital expenditure costs have recently increased up to 10% on new site fit
outs. Despite this, for every new site that we have opened, total capital
expenditure still meets our 75% return on investment model.
· Wage inflation and staff retention:
Reduced availability of personnel in the hospitality sector and the very low
national unemployment rate has created pressure on wages across all
hospitality related skill sets. Whilst Nightcap did not experience significant
overall wage pressures during the financial year, because we were already
paying living wage across all of our bar functions, we are conscious that
continued pressure on wages could result in increased wage costs across the
Group. We have seen significant improvements in staff retention across the
Group through improvements in training and development of our newly opened
Nightcap Bar Academy.
FINANCIAL POSITION
We started the year with a net cash position of £8.5 million (excluding IFRS
16 leases liabilities) which includes cash of £13.2 million. The majority of
this cash was earmarked for capital expenditure as we continued our roll out
programme.
With seven new sites opened, four sites refurbished and the additional five
sites from the acquisition of Barrio Familia Group, along with further sites
in various stages of fit-out, we ended the year with a net debt position of
£0.2 million (excluding IFRS 16 leases) which includes £5.4 million of cash.
As we embarked on our company and new site acquisition programme last year, we
planned to consolidate our debt facilities with the right banking partner when
the time was right. Post year end we completed a refinancing with HSBC Bank
increasing our debt facilities from £5.5 million at year end to £10.0
million, with the additional £4.5 million earmarked to support our site
expansion plans. After a competitive process, we were delighted to be
partnering with HSBC Bank, who are long-term supporters of our sector.
The current financial position, alongside the cash generation from operations,
puts Nightcap in a solid financial position as we continue to deliver on our
promise to create the leading bar group in the UK over the coming years.
PEOPLE
I am often asked what the secret is to the Nightcap success. Without a shadow
of a doubt, it is down to our people. Never before have I worked with such
talented individuals at all levels. Generally speaking, recruitment and
retention have been hard this year. The result of fewer overseas workers in
hospitality as a consequence of Brexit, along with more people leaving
hospitality during COVID-19 lockdowns, and its aftermath, has meant far fewer
people looking for work in our industry. As a direct consequence we are
determined to invest more in training and retention than ever before. We
believe that a happy, motivated and driven team will only continue to deliver
the absolute best experiences for our customers.
I am particularly proud that we have greatly increased the number of women
working across the business. We have a strong female representation in our
senior executive team (50% women), and I am delighted that through reputation
we are now attracting more female talent. The split of women to men cross the
business is 47:53. Bar tending, just like hospitality as a whole, has
traditionally been a job for men and I am delighted to see so many more
brilliant women shine in these roles. Aside from gender, we are determined to
continue to welcome all types of diversity, from LGBTQ team members and staff
from diverse religious and racial backgrounds. Nightcap will always be a home
for anyone who wants to work with the best in the hospitality industry and
will commit to working hard in a high energy, rewarding and fun environment.
It was great to see the support for Ukraine across all of our teams when we
decided to ban Russian Vodka from our bars after Russia's appalling unprovoked
invasion of Ukraine, as well as launching our special Lyubov cocktail, the
proceeds of which went to support the refugee crisis caused by the war.
We are very excited and proud to have launched our Nightcap Bar Academy. We
expect to see approximately 800 employees trained at this academy over the
next year. The days that I have spent watching our new recruits training and
being inspired has positively re-enforced time and time again why I love this
industry. Going out around the country to see these teams of young people in
action, demonstrates why this was an essential decision in order to support
the fast but sustainable growth of our brands across the UK by championing
recruitment, education, training and excellence.
SUSTAINABILITY
Last year we committed to making progress on reducing our carbon footprint. As
a result, we teamed up with a sustainability consultancy to reduce our energy
consumption in each of our bars, amongst other initiatives. Following the
successful initial trial in three of The Cocktail Club bars, we are installing
energy monitoring devices across all of our bars during the coming financial
year. This will provide us with weekly reports that identify inefficient
equipment that may need servicing or upgrading as well as the ability to
monitor and streamline the energy consumption. The initial trial demonstrated
a potential 25% reduction in energy consumption, which is now our energy
saving target.
We are currently examining new energy storage solutions, options for clean
energy generation and how to incentivise staff to meet energy reduction goals.
These are intended to reduce our carbon footprint as well as form part of our
long-term cost saving initiatives.
CURRENT TRADING AND PROSPECTS
Since the beginning of the new financial year, Nightcap has seen a flurry of
activity, with several of the sites planned and announced in the last
financial year all successfully open and trading on time. This takes the Group
to 36 opened bars, in line with management's expectations.
A lot of the recent openings are significantly larger than the Group's
historic sites, thus further increasing their revenue potential. In addition,
many of these new sites are in enviable prime city centre locations with
excellent trading potential and on attractive terms and incentives from
landlords who are keen to work with us. We have opened multiple bar brands in
Bristol and Cardiff, which are all trading very well alongside each other and
we are excited to roll-out this model across the UK.
Trading in the first 13 weeks of the new financial year (period to 2 October
2022) has been adversely impacted by record warm weather, train strikes and
the cost of living crisis. Warm weather over the summer (which reduced the
demand for socialising in basement bars) was offset by record weeks at our
outdoor venues, Bar Elba and Luna Springs, as customers enjoyed our large
outdoor spaces.
Unaudited Group revenue was £10.3 million for the 13-weeks ended 2 October
2022 ("Q1 FY2023") resulting in a 35.5% increase compared to Group revenue of
£7.6 million for the equivalent period in FY2022. Revenue for this 13-week
period represents a 15% like-for-like* decrease compared to the equivalent
period for FY2021 (due to the reasons set out above) and a 10.8%
like-for-like* increase compared to the equivalent period in FY2019.
Whilst trading in October 2022 has continued on the same trend as Q1 FY2023,
we are greatly encouraged by trading at our new sites, with several of these
performing better than expected. The Board rightly remains cautious about the
future due to the challenges presented by continuing train strikes, ongoing
inflationary pressures, recent interest rate rises and the cost of living
crisis. However, corporate bookings over the Christmas period for all our
brands are at record levels, giving us encouragement for the important
Christmas trading period.
The Group's balance sheet remains strong. As at 2 October 2022, the Group's
cash at bank was £6.8 million with bank debt of £9.8 million. This bank debt
is from the Group's new HSBC Bank facility, which was announced on 17 August
2022. In addition to capital expenditure and pre-opening costs of £6.4
million during the last financial year, a further £4.1 million was invested
in new site openings in Q1 FY2023 taking the total capital investment in our
bars to £10.5 million since the beginning of FY2022.
With a resilient and less affected millennial/Gen Z customer base, we have
been trading well given current economic issues facing the sector. Being well
capitalised and profitable allows us to remain focussed on leasing the best
sites in the best locations across the country on the most advantageous terms,
with less competition than during times of positive economic growth. We have
acquired businesses on attractive terms and, as we move through the economic
downcycle, we will continue to seek out great businesses with fundamentally
attractive propositions who may have struggled with both the aftermath of
COVID-19 trading restrictions and the current economic downturn.
Sarah Willingham-Toxvaerd
Chief Executive Officer
* Like-for-like revenue is same site revenue defined as revenue at only those
venues that traded in the same week in both the current year and comparative
reporting periods in FY2019, FY2020 and FY2021 uninterrupted by Covid-19
lockdowns.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
53 weeks ended 52 weeks ended
03 July 2022 27 June 2021
£'000 £'000
Revenue 35,943 5,969
Cost of sales (7,297) (1,414)
Gross profit 28,646 4,554
Administrative expenses (27,404) (10,009)
Other income 165 566
Adjusted EBITDA 6,036 958
Share based payments (345) (3,824)
Depreciation (3,931) (1,259)
Amortisation of intangible assets (549) (51)
Exceptional items (84) (405)
Acquisition related transaction costs 866 (309)
Pre opening costs (442) -
Impairment (143) -
Profit / (loss) from operations 1,407 (4,889)
Finance expense (1,169) (408)
Profit / (loss) before taxation 238 (5,296)
Tax credit on profit / (loss) 262 32
Profit / (loss) and total comprehensive profit / (loss) for the period 500 (5,264)
Profit / (loss) for the period attributable to:
- Owners of the parent 114 (5,373)
- Non-controlling interest 386 109
500 (5,264)
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
03 July 2022 27 June 2021
£'000 £'000
Non-current assets
Goodwill 9,751 6,573
Intangible assets 4,604 3,084
Property, plant and equipment 9,109 3,548
Right of use assets 26,462 13,447
Other receivable 699 271
Total non-current assets 50,625 26,923
Current assets
Inventories 554 329
Trade and other receivables 2,005 804
Cash and cash equivalents 5,353 13,187
Total current assets 7,911 14,321
Total assets 58,537 41,244
Current liabilities
Loans and borrowings (800) (1,459)
Trade and other payables (7,889) (8,628)
Lease liabilities due less than one year (2,374) (1,441)
Total current liabilities (11,062) (11,527)
Non-current liabilities
Borrowings (4,723) (3,256)
Lease liabilities due more than one year (25,254) (12,463)
Provisions (366) (150)
Deferred tax provision (891) (667)
Total non-current liabilities (31,233) (16,535)
Total liabilities (42,295) (28,062)
Net assets 16,241 13,181
Called up share capital 1,983 1,855
Share premium 21,372 19,267
Share based payment reserve 543 216
Reverse acquisition reserve (2,513) (2,513)
Retained earnings (5,639) (5,753)
15,746 13,073
Non-controlling interest 495 109
Total equity 16,241 13,181
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Total
Share attributable
Called based Reverse to equity Non-
up share Share payment acquisition Retained holders of controlling Total
capital premium reserve reserve earnings parent interest equity
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
At 28 June 2020 55 178 92 (45) (472) (192) - (192)
Issue of share capital 0 51 (92) - 92 51 - 51
Transfer to reverse acquisition reserve (56) (229) - 284 - - - -
Recognition of Nightcap plc equity at reverse acquisition 399 845 - (2,752) - (1,508) - (1,508)
Issue of shares - IPO 400 3,600 - - - 4,000 - 4,000
Transaction fees related to issue of shares - (629) - - - (629) - (629)
Issue of shares on acquisition - London Cocktail Club 554 4,984 - - - 5,538 - 5,538
Issue of shares on acquisition - Adventure Bar Group 48 1,143 - - - 1,190 - 1,190
Issue of shares - placing shares 435 9,565 - - - 10,000 - 10,000
Transaction fees related to placing shares - (637) - - - (637) - (637)
Issue of shares - debt conversion 20 395 - - - 415 - 415
Share based payments and related deferred tax recognised directly in equity - - 216 - - 216 - 216
Total transactions with owners recognised directly in equity 1,855 19,267 216 (2,513) (380) 18,446 - 18,446
Total comprehensive expense for the 52 week period - - - - (5,373) (5,373) 109 (5,264)
At 27 June 2021 1,855 19,267 216 (2,513) (5,753) 13,073 109 13,181
Issue of shares on acquisition - Barrio Bar Group 57 1,051 - - - 1,108 - 1,108
Issue of shares - Adventure Bar Group contingent consideration 71 1,054 - - - 1,125 - 1,125
Share based payments and related deferred tax recognised directly in equity - - 326 - - 326 - 326
Total transactions with owners recognised directly in equity 1,983 21,372 543 (2,513) (5,753) 15,632 109 15,741
Total comprehensive income for the 53 week period - - - - 114 114 386 500
At 3 July 2022 1,983 21,372 543 (2,513) (5,639) 15,746 495 16,241
CONSOLIDATED STATEMENT OF CASH FLOW
53 weeks ended 52 weeks ended
03 July 2022 27 June 2021
£'000 £'000
Cash flows from operating activities
Profit / (loss) for the period 500 (5,264)
Adjustments for:
Depreciation 3,931 1,259
Amortisation 549 51
Share based payments 345 3,824
Interest on lease liabilities 917 297
Interest on borrowings 252 110
Impairment 143 -
Tax expense (262) (32)
(Increase) / decrease in trade and other receivables (1,214) 19
(Decrease) / increase in trade and other payables (2,785) 2,113
(Increase) / decrease in inventories (113) 43
Cash generated from operations 2,264 2,419
Corporation taxes (paid) / repaid (72) 31
Net cash flows from operating activities 2,192 2,450
Investing activities
Acquisition of Adventure Bar Group, net of cash - 657
Acquisition of London Cocktail Club - transaction costs and pre IPO expenses - (902)
Acquisition of Barrio Bar Group, net of cash (991) -
Purchase of property, plant and equipment (6,008) (509)
Purchase of intangible assets (48) (9)
Net cash used in investing activities (7,048) (763)
Financing activities
Issue of ordinary shares - 15,295
Share issue costs - (1,265)
Repayment of loans and borrowings (941) (1,418)
Principal paid on lease liabilities (906) (744)
Interest paid on lease liabilities (917) (297)
Interest paid on loans and borrowings (215) (104)
Shareholder loan repayments - (230)
Net cash (outflow) / inflow from financing activities (2,979) 11,236
Net (decrease) / increase in cash and cash equivalents (7,835) 12,923
Cash and cash equivalents at beginning of the period 13,187 264
Cash and cash equivalents at end of the period 5,353 13,187
Basis of Preparation
The financial information included in this announcement does not constitute
statutory accounts of the Group for the 53 weeks ended 3 July 2022 and 52
weeks ended 27 June 2021 but is derived from those accounts. Statutory
accounts for the 53 weeks ended 3 July 2022 will be delivered to the Registrar
of Companies following the Group's Annual General Meeting. The auditors have
reported on those accounts: their reports were (i) unqualified, (ii) did not
include a reference to any matters to which the auditors drew attention by way
of emphasis without qualifying their report, and (iii) did not contain a
statement under section 498(2) or (3) of the Companies Act 2006.
Notes to the Consolidated Financial Statements
1. General information
Nightcap plc ("the Company") and its subsidiaries ("the Group") is an
award-winning independent operator of 36 themed bars. At 9 November 2022 the
Group operates 16 bars under The Cocktail Club brand, 13 under the Adventure
Bar Group ("ABG") brand and seven under the newly acquired Barrio Familia
Group brand.
On 21 November 2021 the Company acquired 100% of the shares of Barrio Familia
Limited. Through the acquisition, Nightcap became the operator of an
additional five bars, which comprise: i) four Latin American inspired,
Tequila-led, cocktail bars in popular areas of London which trade under the
'Barrio' brand; and ii) a high end '60s themed members' cocktail bar which
trades under the 'Disrepute' brand in London's Soho area (collectively the
"Barrio Bar Group"). Further information on this acquisition is provided in
Note 32 of the Annual Report.
The Company is a public limited company whose shares are publicly traded on
AIM of the London Stock Exchange and is incorporated and registered in England
and Wales.
The registered office address of the Company is c/o Locke Lord (UK) LLP, 201
Bishopsgate, London, EC2M 3AB.
2. Accounting policies
2.1. Basis of preparation of financial statements
The consolidated financial statements of Nightcap plc have been prepared in
accordance with International Accounting Standards as adopted for use in the
United Kingdom ("UK adopted IAS") and with the requirements of the Companies
Act 2006 as applicable to companies reporting under those standards.
The Company was incorporated on 23 September 2020 as the vehicle for the
purposes of achieving admission of its ordinary shares to trading on the AIM
market of the London Stock Exchange ("Admission") and the Company had no
significant transactions prior to Admission on 13 January 2021. The Company
acquired the entire share capital of The London Cocktail Club Limited in a
share for share exchange. The introduction of the Company into the Group has
been accounted for as a reverse acquisition. In doing so the comparatives for
the 52 weeks ended 27 June 2021 have been presented as if the Group had always
existed in its current form.
The accounting policies adopted in the preparation of the Financial Statements
have been consistently applied to all years presented, unless otherwise
stated. The Group has not early adopted any other standard, interpretation or
amendment that has been issued but is not yet effective.
The financial statements have been prepared under the historical cost
convention.
The principal accounting policies adopted in the preparation of these
consolidated financial statements are set out below. The policies have been
consistently applied to all periods presented, unless otherwise stated.
Judgements made by the Directors in the application of the accounting policies
that have a significant effect on the consolidated financial statements and
estimates with significant risk of material adjustment in the next year are
discussed in Note 3 of the Annual Report.
Due to rounding, numbers presented in the Financial Statements may not add up
precisely to the totals provided and percentages may not precisely reflect the
presented figures as the underlying calculations are referenced from absolute
values, whereas numbers presented have been rounded to thousands.
2.2. Going concern
In concluding that it is appropriate to prepare the financial statements for
the 53 weeks ended 3 July 2022 on the going concern basis, the Directors have
considered the Group's cash flows, liquidity and business activities.
As at 3 July 2022 the Group had cash balances of £6m including cash in
transit. Subsequent to the year-end the Group has refinanced its legacy debt
with an amortising term loan (£3m) and a Revolving Credit Facility (up to
£7m) repayable in June 2025.
Based on the Group's forecasts, the Directors have adopted the going concern
basis in preparing the Financial Statements. The Directors have made this
assessment after consideration of the Group's cash flows and related
assumptions and in accordance with the Guidance on Risk Management, Internal
Control and Related Financial and Business Reporting 2014 published by the UK
Financial Reporting Council.
In making the assessment the Directors have made a current consideration of
any future potential impact of the Covid-19 pandemic as well as the current
economic and inflationary cost pressures facing consumers as set out in the
Strategic Report. The Directors have considered the impact of these on the
cash flows and liquidity of the Group over the next 12-month period and has
sensitised these forecast accordingly.
Based on these assessments the Group forecasts to comply with its banking
covenant obligations, and accordingly the Directors have concluded that it is
appropriate to prepare the financial statements on the going concern basis.
2.3. Basis of consolidation
A subsidiary is an entity controlled by the Group. Control is the power to
govern the financial and operating policies of an entity to obtain benefits
from its activities. Subsidiaries are fully consolidated from the date on
which control is transferred to the Group.
All intra-Group transactions, balances, income and expenses are eliminated on
consolidation.
2.4. Alternative performance measures
The Group has identified certain measures that it believes will assist the
understanding of the performance of the business. These alternative
performance measures ("APMs") are not defined or specified under the
requirements of UK adopted IAS.
The Group believes that these APMs, which are not considered to be a
substitute for, or superior to, UK adopted IAS measures, provide stakeholders
with additional useful information on the underlying trends, performance and
position of the Group and are consistent with how business performance is
measured internally. Adjusted EBITDA is also one of the measures used by the
Group's banks for the purposes of assessing covenant compliance. The APMs are
not defined by UK adopted IAS and therefore may not be directly comparable
with other companies' alternative performance measures.
The key APM that the Group uses is Adjusted EBITDA. This APM is set out on
page 85 of the Annual Report including an explanation of how it is calculated
and how it reconciles to a statutory measure where relevant.
These measures exclude exceptional items, as defined below, non-cash
share-based payment charges, pre-opening costs and acquisition related costs.
Exceptional items
The Group classifies certain one-off charges or credits that have a material
impact on the Group's financial results as 'exceptional items'. These are
disclosed separately to provide further understanding of the financial
performance of the Group. Management splits out these costs for internal
purposes when reviewing the business.
Non-cash share based payment charges
Charges/credits relating to share-based payments arising from the Group's
long-term incentive schemes are not considered to be exceptional but are
separately identified due to the scope for significant variation in
charges/credits.
Pre-opening costs
Pre-opening costs can vary significantly depending on the number of new sites
acquired and opened in any period, and so do not reflect the costs of the
day-to-day operations of the business. These costs are therefore split out in
order to aid comparability with prior periods. Site pre-opening costs refer to
costs incurred in getting new sites operational, and primarily include costs
incurred before opening and in preparing for launch.
Acquisition-related costs
Acquisition-related costs are costs incurred to effect a business combination.
Those costs include advisory, legal, accounting, valuation and other
professional or consulting fees including employees bonuses in connection with
the successful completion of a transaction. Acquisition-related costs are
expensed in the period in which the costs are incurred and the services are
received.
2.5. Revenue
The Group has recognised revenue in accordance with IFRS 15. The standard
requires revenue to be recognised when goods or services are transferred to
customers and the entity has satisfied its performance obligations under the
contract, and at an amount that reflects the consideration to which an entity
expects to be entitled in exchange for those goods or services. Revenue
predominantly arises from the sale of food and drink to customers in the
Group's bars for which payment in cash or cash equivalents is received
immediately and as such revenue is recognised at point of sale.
The Group operates in a single geographical region (the UK) and hence all
revenues are impacted by the same economic factors.
'Retro' payments and listing fees are spread over the life of the contract.
The income is recognised as a credit within cost of sales. Revenue is shown
net of value added tax, returns and discounts.
Customer deposits received in advance of events and bookings are recorded as
deferred revenue on the balance sheet. They are recognised as revenue along
with any balancing payment from the customer when the associated event /
booking occurs.
2.6. Government grants
Government grants are not recognised until there is reasonable assurance that
the Group will comply with the conditions attaching to them and that the
grants will be received. Government grants that are receivable as compensation
for losses already incurred or for the purpose of giving immediate financial
support to the Group with no future related costs are recognised in profit or
loss in the period in which they become receivable. This income is recognised
within Other income. Where the income relates to a distinct identifiable
expense, the income is offset against the relevant expense for example, income
received under the Coronavirus Job Retention Scheme has been offset against
staff costs.
2.7. Finance costs
Finance costs are charged to the Statement of Comprehensive Income over the
term of the debt using the effective interest rate method so that the amount
charged is at a constant rate on the carrying amount. Issue costs are
initially recognised as a reduction in the proceeds of the associated capital
instrument.
2.8. Intangible assets goodwill
Goodwill represents the difference between amounts paid on the cost of a
business combination and the acquirer's interest in the fair value of the
identifiable assets and liabilities of the acquiree at the date of
acquisition.
Goodwill is not subject to amortisation and is tested annually for impairment,
or more frequently if events or changes in circumstances indicated that they
may be impaired.
2.9. Intangible assets - trademarks, licenses and brands
Separately acquired trademarks and licences are shown at historical cost.
Trademarks and licences have a finite useful life and are carried at cost less
accumulated amortisation and any accumulated impairment losses.
Intangible assets acquired as part of a business combination are only
recognised separately from goodwill when they arise from contractual or other
legal rights, are separable, the expected future economic benefits are
probable and the cost or value can be measured reliably.
Asset class Amortization method and rate
Trademarks 10%- straight-line
Licenses Straight line over the life of the lease
Brand Straight-line over the expected useful economic life of the brand being 7.5 to
10 years
2.10. Property, plant and equipment
Property, plant and equipment is stated at historical cost less accumulated
depreciation and any accumulated impairment losses. Historical cost includes
expenditure that is directly attributable to bringing the asset to the
location and condition necessary for it to be capable of operating in the
manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their
residual value over their estimated useful lives, using the straight-line
method.
Depreciation is provided on the following basis:
Leasehold building improvements - straight-line over the life of the lease
Plant and machinery - 25% straight-line
Fixtures and fittings - 25% straight-line
Computer equipment - 33% straight-line
The assets' residual values, useful lives and depreciation methods are
reviewed, and adjusted prospectively if appropriate, or if there is an
indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with
the carrying amount and are recognised in the Consolidated Statement of
Comprehensive Income.
2.11. Inventories
Stocks are stated at the lower of cost and net realisable value, being the
estimated selling price less costs to complete and sell. Cost is based on the
cost of purchase on a first in, first out basis.
At each reporting date, stocks are assessed for impairment. If stock is
impaired, the carrying amount is reduced to its selling price. The impairment
loss is recognised immediately in profit or loss.
2.12. Impairment
Goodwill is tested annually for impairment, or more frequently if events or
changes in circumstances indicated that it might be impaired. Goodwill is not
allocated to individual cash generating units ("CGUs") but to a group of CGUs
encompassing all bars operating under certain brands, including any additional
new sites. The brands that make up that group of CGUs is defined by the
original acquisition group.
The recoverable amount is the higher of an asset's fair value less costs of
disposal and value in use. For the purposes of assessing impairment, assets
are grouped at the lowest levels for which there are separately identifiable
cash inflows which are largely independent of the cash inflows from other
assets or groups of assets (cash-generating units).
Other assets are tested for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable. An
impairment loss is recognised for the amount by which the asset's carrying
amount exceeds its recoverable amount.
2.13. Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions
repayable without penalty on notice of not more than 24 hours. Payments taken
from customers on debit and credit cards for which cash remains outstanding at
any reporting date ("cash in transit") are recognised as trade receivables.
The trade receivable is converted to cash within 3 days of processing. The
Directors view these trade receivables as cash when monitoring cash flows and
forecasts internally.
2.14. Financial instruments
A financial instrument is any contract that gives rise to a financial asset of
one entity and a financial liability or equity instrument of another entity.
Initial recognition
The Group initially recognises trade receivables, trade payables, deposits,
loans and borrowings on the date on which they are originated. All other
instruments are recognised on the trade date, which is the date on which the
Group becomes party to the contractual provisions of the instrument.
All financial instruments are recognised initially at fair value plus or
minus, in the case of assets not at fair value through the Statement of
comprehensive income, transaction costs that are attributable to the
acquisition of the financial asset or liability.
Financial assets
The Group financial assets are measured at amortised cost.
A financial asset is measured at amortised cost when assets that are held for
collection of contractual cash flows and where those cash flows represent
solely payments of principal and interest. Interest income from these
financial assets is included in finance income using the effective interest
rate method. Any gain or loss arising on de-recognition is recognised directly
in profit or loss and presented in other gains/(losses) together with foreign
exchange gains and losses.
Trade and other receivables are recognised initially at the amount of
consideration that is unconditional, unless they contain significant financing
components, when they are recognised at fair value. The Group holds the trade
and other receivables with the objective of collecting the contractual cash
flows and therefore measures them subsequently at amortised cost using the
effective interest method.
Payments taken from customers on debit and credit cards for which cash remains
outstanding at any reporting date ("cash in transit") are recognised as trade
receivables. The trade receivable is converted to cash within 3 days of
processing.
Impairment losses are presented as separate line item in the statement of
profit or loss.
The Group assesses on a forward-looking basis the expected credit losses
associated with its financial assets carried at amortised cost. The impairment
methodology applied depends on whether there has been a significant increase
in credit risk. For trade and other receivables, the Group applies the
simplified approach permitted by IFRS 9, which requires expected lifetime
losses to be recognised from initial recognition of the receivables.
Loss allowances for expected credit loss ("ECLs") are presented in the
statement of financial position as a deduction from the gross carrying amount
of the assets. In the profit or loss, the amount of ECL is recognised as an
Impairment gain or loss.
Financial assets are derecognised when the rights to receive cash flows have
expired or have been transferred and the Group has transferred substantially
all risks and rewards of ownership.
Financial liabilities
Financial liabilities
Financial liabilities are classified as financial liabilities at fair value
through profit or loss or as financial liabilities measured at amortised cost,
as appropriate. The Group determines the classification of its financial
liabilities at initial recognition.
The Group's financial liabilities include trade and other payables, loans and
borrowing and other financial liabilities and accrued liabilities that are
classified as measured at amortised cost.
Short-term creditors are recognised initially at fair value and subsequently
measured at amortised cost using the effective interest method. Other
financial liabilities, including bank loans, are measured initially at fair
value, net of transaction costs, and are measured subsequently at amortised
cost using the effective interest rate method.
Amortised cost is calculated by taking into account any issue costs, and any
discount or premium on settlement. Gains and losses arising on the repurchase,
settlement or cancellation of liabilities are recognised respectively in
interest and other revenues and finance costs. For substantial and
non-substantial modifications the Group derecognises a financial liability
from the statement of financial position when the obligation specified in the
contract or arrangement is discharged, cancelled or expires.
2.15. Leased assets
Under IFRS 16, the Group recognises right-of-use assets at the commencement
date of the lease (i.e. the date the underlying asset is available for use).
Right-of-use assets are measured at cost, less any accumulated depreciation
and impairment losses, and adjusted for any remeasurement of lease
liabilities. Unless the Group is reasonably certain to obtain ownership of the
leased assets at the end of the lease term, the recognised right-of-use assets
are depreciated over the shorter of its estimated useful life and lease term.
Right-of-use assets are subject to impairment testing as described further in
Note 15 of the Annual Report. At the commencement date of the lease, the Group
recognises lease liabilities measured at the present value of lease payments
to be made over the lease term. The lease payments include fixed payments less
any lease incentives receivable. In calculating the present value of lease
payments, the Group uses its incremental borrowing rate at the lease
commencement date if the interest rate implicit in the lease is not readily
determinable. After the commencement date, the amount of lease liabilities is
increased to reflect the accretion of interest and reduced for lease payments
made. In addition, the carrying amount of lease liabilities is remeasured if
there is a modification or a change in the lease term. The Group applies the
short-term lease recognition exemption to its short-term leases of equipment
(i.e. those leases that have a lease term of 12 months or less from the
commencement date and do not contain a purchase option). It also applies the
lease of low-value assets recognition exemption to leases that are considered
of low value. Lease payments on short-term leases and leases of low-value
assets are recognised as an expense in the Statement of Comprehensive Income.
At the reporting date the Group has applied the practical relief available
during the Covid-19 pandemic, which provides lessees with relief from applying
lease modification accounting to Covid-19 related rent concessions.
For leases acquired as part of a business combination the lease liability is
measured at the present value of the remaining lease payments at the
acquisition date with the right of use asset being measured at the same
value. The discount rate applied to the remaining lease payments is the
incremental borrowing rate of the acquiree.
2.16. Pensions
The Group operates a defined contribution plan for its employees. A defined
contribution plan is a pension plan under which the Group pays fixed
contributions into a separate entity. Once the contributions have been paid
the Group has no further payment obligations.
The contributions are recognised as an expense in the Consolidated Statement
of Comprehensive Income when they fall due. Amounts not paid are shown in
accruals as a liability in the Statement of Financial Position. The assets of
the plan are held separately from the Group in independently administered
funds.
2.17. Provisions
Provisions are made where an event has taken place that gives the Group a
legal or constructive obligation that probably requires settlement by a
transfer of economic benefit, and a reliable estimate can be made of the
amount of the obligation.
Provisions are charged as an expense to the Consolidated Statement of
Comprehensive Income in the period that the Group becomes aware of the
obligation, and are measured at the best estimate at the Statement of
Financial Position date of the expenditure required to settle the obligation,
taking into account relevant risks and uncertainties. When payments are
eventually made, they are charged to the provision carried in the Statement of
Financial Position.
2.18. Share based payments
Equity-settled share-based payments to employees are measured at the fair
value of the equity instruments at the grant date. The fair value excludes the
effect of non-market-based vesting conditions. Details regarding the
determination of the fair value of equity-settled share-based transactions are
set out in Note 26 of the Annual Report.
The fair value determined at the grant date of the equity-settled share-based
payments is expensed on a straight-line basis over the vesting year, based on
the Group's estimate of equity instruments that will eventually vest. At each
balance sheet date, the Group revises its estimate of the number of equity
instruments expected to vest as a result of the effect of non-market-based
vesting conditions. The impact of the revision of the original estimates, if
any, is recognised in profit or loss such that the cumulative expense reflects
the revised estimate, with a corresponding adjustment to equity reserve.
2.19. Current and deferred taxation
The tax expense for each reporting period comprises current and deferred tax.
Tax is recognised in the Consolidated Statement of Comprehensive Income,
except that a charge attributable to an item of income and expense recognised
as other comprehensive income or to an item recognised directly in equity is
also recognised in other comprehensive income or directly in equity
respectively.
The current income tax charge is calculated on the basis of tax rates and laws
that have been enacted or substantively enacted by the reporting date.
Deferred tax balances are recognised in respect of all timing differences that
have originated but not reversed by the Statement of Financial Position date,
except that:
· The recognition of deferred tax assets is limited to the extent
that it is probable that they will be recovered against the reversal of
deferred tax liabilities or other future taxable profits;
· Any deferred tax balances are reversed if and when all conditions
for retaining associated tax allowances have been met; and
· Where they relate to timing differences in respect of interests
in subsidiaries, associates, branches and joint ventures and the Group can
control the reversal of the timing differences and such reversal is not
considered probable in the foreseeable future.
Deferred tax balances are not recognised in respect of permanent differences
except in respect of business combinations, when deferred tax is recognised on
the differences between the fair values of assets acquired and the future tax
deductions available for them and the differences between the fair values of
liabilities acquired and the amount that will be assessed for tax. Deferred
tax is determined using tax rates and laws that have been enacted or
substantively enacted by the reporting date.
Deferred tax assets and liabilities are offset where there is a legally
enforceable right to offset current tax assets and liabilities and where the
deferred tax balances relate to the same tax authority. Current tax assets and
tax liabilities are offset where the entity has a legally enforceable right to
offset and intends either to settle on a net basis, or to realise the asset
and settle the liability simultaneously.
2.20. Related party transactions
The Group discloses transactions with related parties which are not
consolidated and not wholly owned within the Group. Where appropriate,
transactions of a similar nature are aggregated unless, in the opinion of the
Directors, separate disclosure is necessary to understand the effect of the
transactions on the Group Financial Statements.
2.21. New standards, amendments and interpretations adopted
The Group has applied the same accounting policies and methods of computation
in its Financial Statements as in the prior period.
There are a number of standards, amendments to standards, and interpretations,
which have been issued by the IASB that are effective in future accounting
periods that the group has decided not to adopt early.
The following amendments are effective for the period beginning on or after 1
January 2023:
· Definition of Accounting Estimate (Amendments to IAS 8)
· Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS
Practice Statement 2)
· Classification of liabilities as current or non-current
(amendments to IAS 1).
In January 2020, the IASB issued amendments to IAS 1, which clarify the
criteria used to determine whether liabilities are classified as current or
non-current. These amendments clarify that current or non-current
classification is based on whether an entity has a right at the end of the
reporting period to defer settlement of the liability for at least twelve
months after the reporting period. The amendments also clarify that
'settlement' includes the transfer of cash, goods, services, or equity
instruments unless the obligation to transfer equity instruments arises from a
conversion feature classified as an equity instrument separately from the
liability component of a compound financial instrument. The amendments were
originally effective for annual reporting periods beginning on or after 1
January 2022. However, in May 2020, the effective date was deferred to annual
reporting periods beginning on or after 1 January 2023.Nightcap Plc is
currently assessing the impact of these new accounting standards and
amendments. The Group does not believe that the amendments to IAS 1 will have
a significant impact on the classification of its liabilities.
Other
The Group does not expect any other standards issued by the IASB, but not yet
effective, to have a material impact on the group.
The following is a list of other new and amended standards which, at the time
of writing, had been issued by the IASB but which are effective in future
periods. The amount of quantitative and qualitative detail to be given about
each of the standards will depend on each entity's own circumstances.
· IFRS 17 Insurance Contracts (effective 1 January 2023)- in June
2020, the IASB issued amendments to IFRS 17, including a deferral of its
effective date to 1 January 2023.
· Deferred tax related to assets and liabilities arising from a
single transaction (Amendments to IAS 12 Income taxes- effective 1 January
2023).
· Lease liability in a Sale and Leaseback (Amendments to IFRS 16-
effective 1 January 2024).
3. Critical accounting judgements and estimation uncertainty
The preparation of consolidated financial information in conformity with IFRS
requires management to make judgements, estimates and assumptions that affect
the application of accounting policies and the reported amounts of assets,
liabilities, income and expenses.
Estimates and underlying assumptions are reviewed on an on-going basis and are
based on historical experience and other factors including expectations of
future events that are believed to be reasonable under the circumstances.
Although these judgements, estimates and associated assumptions are based on
management's best knowledge of current events and circumstances, the actual
results may differ. Revisions to accounting estimates are recognised in the
period in which the revision takes place and in any future periods affected.
The key assumptions concerning the future and other key sources of estimation
and uncertainty at the date of the statement of financial position that have a
significant risk of causing material adjustments to the carrying amounts of
assets and liabilities within the next financial period are set out below.
The Directors consider the principal judgements made in the Financial
Statements to be:
KEY JUDGEMENTS
Operating Segments
The Directors have taken a judgement that individual bars meet the aggregation
criteria in IFRS 8 and hence have concluded that the Group only has a single
reporting segment, as discussed in Note 4 of the Annual Report.
Determining the rate used to discount lease payments
At the commencement date of property leases the lease liability is calculated
by discounting the lease payments. The discount rate used should be the
interest rate implicit in the lease. However, if that rate cannot be readily
determined, which is generally the case for property leases, the lessee's
incremental borrowing rate is used, being the rate that the individual lessee
would have to pay to borrow the funds necessary to obtain an asset of similar
value to the right-of-use asset in a similar economic environment with similar
terms, security and conditions. As the Group has external borrowings,
judgement is required to compute an appropriate discount rate which was
calculated based on UK bank borrowings and adjusted by an indicative credit
premium that reflects the credit risk of the Group. The weighted average
discount rate applied to those leases that pre-dated the Group's IPO was
4.75%. Leases entered into post IPO have been discounted with a weighted
average discount rate of 4.25%. For the lease liabilities at 3 July 2022 a
0.1% increase in the discount rate used would have reduced the total
liabilities by £218,000.
Consolidation of Waterloo Sunset Limited
Waterloo Sunset Limited ("Waterloo Sunset") is a subsidiary that runs and
operates the Bar Elba bar in Waterloo, London. The Group has a 50% economic
interest in Waterloo Sunset with each partner holding 50% of the voting
rights. The Group maintains an agreement to operate Waterloo Sunset and
charges a management fee of 10% to Waterloo Sunset.
The Directors have determined that the Company exerts significant influence
and control because it has the power to direct all significant activities of
Waterloo Sunset and has a higher economic interest in it as compared to its
unrelated venture partner, and as a result consolidates Waterloo Sunset in
these financial statements with a 50% non-controlling interest representing
the 50% of the equity the Group does not own.
Exceptional items
Exceptional items are those where, in management's opinion, their separate
reporting provides a better understanding of the Group's underlying business
performance; and which are significant by virtue of their size and nature. In
considering the nature of an item, management's assessment includes, both
individually and collectively, whether the item is outside the principal
activities of the business; the specific circumstances which have led to the
item arising; the likelihood of recurrence; and if the item is likely to
recur, whether it is unusual by virtue of its size.
No single criterion classifies an item as exceptional, and therefore
management must exercise judgement when determining whether, on balance,
presenting an item as exceptional will help users of the financial statements
understand the Group's underlying business performance.
Valuation of intangible assets and goodwill
Allocation of the purchase price affects the results of the Group as finite
lived intangible assets are amortized, whereas indefinite lived intangible
assets, including goodwill, are not amortized and could result in differing
amortisation charges based on the allocation to indefinite lived and finite
lived intangible assets.
During the period, the Group acquired the businesses known as the Barrio
Familia Group for total consideration of £5.6m. Details of the acquisition is
set out in Note 32 of the Annual Report. In accordance with IFRS 3, the
identifiable assets acquired and liabilities and contingent liabilities
assumed should be measured at fair value at the acquisition date in order to
determine the difference between the cost of acquisition and the fair value of
the Group's share of net assets acquired, which should then be recognised as
goodwill on the balance sheet or recognised in the income statement.
In determining the fair value, management has recognised brand values totaling
£1.9m in respect of the two brands acquired. Key estimates used in arriving
at the brand valuation include growth rates, discount rate, cashflow
assumptions including working capital estimates, appropriate royalty rates and
useful economic lives. Further information is provided in Notes 14 and 32 of
the Annual Report.
Valuation of intangible assets and goodwill
The amount of goodwill initially recognised as a result of a business
combination is dependent on the allocation of the purchase price to the fair
value of the identifiable assets acquired and the liabilities assumed. The
determination of the fair value of the assets and liabilities is based, to a
considerable extent, on management's judgement.
KEY ESTIMATES
Impairment of non current assets
Annually, the Group considers whether non current assets are impaired. Where
an indication of impairment is identified the estimation of recoverable value
requires estimation of the recoverable value of the cash generating units
(CGUs). This requires estimation of the future cash flows from the CGUs and
also selection of appropriate discount rates and the longer term growth rate
in order to calculate the net present value of those cash flows. Individual
bars are viewed as separate CGUs in respect of the impairment of property,
plant and equipment. Details of the sensitivity of the estimates used in the
impairment exercise are provided in Notes 14 and 15 of the Annual Report.
Forecast business cashflows
For purposes of the going concern assessment and as an input into the
impairment assessment, the Group make estimates of likely future cash flows
which are based on assumptions given the uncertainties involved. The
assumptions include timings for new sites commencing to trade, performance and
growth of existing bars, capital expenditure, cost of labour and supplies and
working capital movements. These assumptions are made by management based on
recent performance and management's knowledge and expertise of the cashflow
drivers
Share-based payments
The charge for share based payments in respect of the Nightcap plc Share
Option Plan is calculated in accordance with the methodology described in Note
26 of the Annual Report. The model requires subjective assumptions to be made
including the future volatility of the Company's share price, expected
dividend yield, risk-free interest rates, expected time of exercise and
employee attrition rates. Changes in such estimates may have a significant
impact on the original fair value calculation at the date of grant and
therefore the share based payments charge.
Amortisation of intangible assets
Amortisation is recorded to write down intangible assets to a residual value
of nil over their useful economic lives (UELs). Management must therefore
estimate the appropriate UELs to apply to each class of intangible asset.
Changes in the estimated UELs would alter the amount of amortisation charged
each year, which could materially impact the carrying value of the assets in
question over the long term. UELs are therefore reviewed on an annual basis to
ensure that they are in line with policy and that those policies remain
appropriate.
4. Segmental reporting
The Group's continuing operating businesses are organized and managed as
reportable business segments according to the information used by the Group's
Chief Operating Decision maker ("CODM") in its decision making and reporting
structure. The CODM is regarded as the Chief Executive together with other
Board Members who receive financial information at a bar-by-bar level.
The Group's internal management reporting is focused predominantly on revenue
and adjusted EBITDA, as these are the principal performance measures and drive
the allocation of resources. The CODM receives information by trading venue,
each of which is considered to be an operating segment. All operating segments
have similar characteristics and, in accordance with paragraph 12 of IFRS 8,
are aggregated to form an 'Ongoing business' reportable segment. Economic
indicators assessed in determining that the aggregated operating segments
share similar economic characteristics include expected future financial
performance, operating and competitive risks and return on investment. These
common risks include, but are not limited to, Covid-19, cost inflation,
recruitment and retention, Brexit and supply chain disruption, consumer
confidence, availability of new sites, health and safety and food and drink
safety, These risks are discussed in more detail in the "Principal Risks and
Uncertainties" section of this Annual Report. The risks are managed, discussed
and monitored at a Board level across the Group.
The Group performs all its activities in the United Kingdom. All the Group's
non-current assets are located in the United Kingdom. Revenue is earned from
the sale of drink and food with a small amount of admission income.
Revenue
Revenue arises from the sale of food and drink to customers in the Group's
bars for which payment in cash or cash equivalents is received immediately.
The Group operates in a single geographical region (the UK) and hence all
revenues are impacted by the same economic factors. Accordingly, revenue is
presented as a single category and further disaggregation is not appropriate
or necessary to gain an understanding of the risks facing the business.
5. OPERATING PROFIT
The operating profit is stated after charging/ (crediting):
53 weeks ended 52 weeks ended
03 July 2022 27 June 2021
£'000 £'000
Profit / (loss) from operations is stated after charging:
Share based payments 345 135
Shared based payments relating to Adventure Bar Group acquisition - 3,688
Depreciation of tangible fixed assets 1,707 567
Depreciation of right of use assets 2,224 691
Amortisation of intangible assets:
- Trademarks 21 2
- Brands 528 49
Auditors' remuneration
- for statutory audit services 106 70
- for other assurance services 25 191
- for tax compliance services - 1
- for tax advisory services - 10
Exceptional costs 84 405
Acquisition related transaction costs (866) 309
Pre-opening costs 442 -
Impairment of tangible fixed assets 47 -
Impairment of right of use asset 96 -
6. EMPLOYEES AND DIRECTORS
The average monthly number of employees, including the Directors, during the
period was as follows:
53 weeks ended 52 weeks ended
03 July 2022 27 June 2021
Management 49 27
Operations 510 326
559 353
Staff costs were as follows:
53 weeks ended 52 weeks ended
03 July 2022 27 June 2021
£'000 £'000
Wages and salaries 11,549 3,077
Social security costs 1,156 313
Defined contribution pension costs 128 35
Other employment costs 109 66
12,942 3,491
Coronavirus Job Retention Scheme grants - (729)
12,942 2,762
Share based payments 345 135
Shared based payments relating to Adventure Bar Group acquisition - 3,688
Total share based payment expense 345 3,824
13,287 6,586
All of the Group's employees were based in the United Kingdom in the current
and prior periods.
The following table shows a breakdown of the remuneration of individual
Directors who served in all or part of the period.
Transaction Pension
Salary and Fees Annual Bonus Related Bonus Contribution Total
Name £'000 £'000 £'000 £'000 £'000
Sarah Willingham-Toxvaerd 225 225 - 11 461
Toby Rolph 138 138 - 7 282
Michael Willingham-Toxvaerd 113 - 100 6 218
Gareth Edwards 63 - - - 63
Tobias Van der Meer - - - - -
Thi-Hanh Jelf 25 - - - 25
Lance Moir 25 - - - 25
Total 588 363 100 24 1,074
Further information in respect of Directors' remuneration is provided in the
Remuneration Committee Report.
Key management personnel compensation
Key management personnel are those persons having authority and responsibility
for planning, directing and controlling the activities of the Group, including
the directors of the company listed above.
53 weeks ended 52 weeks ended
03 July 2022 27 June 2021
£'000 £'000
Key management emoluments 1,617 967
Pension contribution 25 14
1,642 981
7. EARNINGS PER SHARE
Basic earnings / (loss) per share is calculated by dividing the profit/(loss)
attributable to equity shareholders by the weighted average number of shares
outstanding during the year, excluding unvested shares held pursuant to
The Nightcap plc Share Option Plan. Further details of the share options that
could potentially dilute basic earnings per share in the future are provided
in Note 26 of the Annual Report.
Diluted earnings per share is calculated by adjusting the weighted average
number of ordinary shares outstanding to assume conversion of all potential
dilutive ordinary shares. During the 53 weeks ended 3 July 2022 and the 52
weeks ended 27 June 2021 the Group had potentially dilutive shares in the form
of unvested shares options pursuant to the above long-term incentive plan.
53 weeks ended 52 weeks ended
03 July 2022 27 June 2021
£'000 £'000
Profit / (loss) for the period after tax for the purposes of basic and diluted 114 (5,373)
earnings per share
Non-controlling interest 386 109
Taxation credit (262) (32)
Finance cost 1,169 408
Exceptional items 84 405
Acquisition related costs (866) 309
Pre-opening costs 442 -
Share based payment charge 345 3,824
Impairment 143 -
Depreciation and amortisation 4,480 1,310
Profit for the period for the purposes of Adjusted EBITDA (IFRS 16) basic and 6,036 958
diluted earnings per share
IAS 17 Rent charge (2,727) (777)
Profit for the period for the purposes of Adjusted EBITDA (IAS 17) basic and 3,309 181
diluted earnings per share
53 weeks ended 52 weeks ended
03 July 2022 27 June 2021
Number Number
Weighted average number of ordinary shares in issue for the purposes of basic 189,008,260 96,859,609
earnings per share
Effect of dilutive potential ordinary shares from share options 6,529,509 3,746,721
Weighted average number of ordinary shares in issue for the purposes of 195,537,769 100,606,330
diluted earnings per share
53 weeks ended 52 weeks ended
03 July 2022 27 June 2021
pence pence
Earnings per share:
Basic 0.06 (5.55)
Diluted 0.06 (5.55)
Adjusted EBITDA (IFRS 16) basic 3.19 0.99
Adjusted EBITDA (IFRS 16) diluted 3.09 0.95
Adjusted EBITDA (IAS 17) basic 1.75 0.19
Adjusted EBITDA (IAS 17) diluted 1.69 0.18
During a period where the Group or Company makes a loss, accounting standards
require that 'dilutive' shares for the Group be excluded in the earnings per
share calculation, because they will reduce the reported loss per share.
8. BORROWINGS
03 July 2022 27 June 2021
£'000 £'000
Short-term borrowing
Secured bank loans 793 1,424
Unsecured bank loan 7 35
800 1,459
03 July 2022 27 June 2021
£'000 £'000
Long term borrowings
Secured bank loans 4,723 3,256
4,723 3,256
Secured bank loans
During the 53 weeks ended 3 July 2022, the Group had six loans with Barclays
bank of which £958,329 remained outstanding at 3 July 2022. Loans one to five
bore an interest rate of 5.75 per cent. (4.5 per cent. + Base Rate). Loan
six bore an interest rate of 4.25 per cent. (3 per cent.+ Base Rate). All six
loans were secured by a debenture on LCC's assets.
The maturity of the loans is set out below:
03 July 2022 27 June 2021
Maturity Rate % £'000 £'000
Barclays bank loans
Secured bank loan 1 2024 5.75 100 148
Secured bank loan 2 2024 5.75 87 154
Secured bank loan 3 2025 5.75 174 221
Secured bank loan 4 2025 5.75 123 167
Secured bank loan 5 2025 5.75 151 201
Secured bank loan 6 2025 4.25 324 435
958 1,327
During the 53 weeks ended 3 July 2022, the Group had two loans with Oaknorth
Bank of which £3,003,000 (gross of debt issue costs of £70,000) remained
outstanding at 3 July 2022 (27 June 2021 - £3,003,000). The loans bore a cash
interest rate of 3.49% and 3.88% respectively. The interest rate was based on
a margin of 1.24% and 1.63% over Bank of England base rate plus a 1% British
Business Bank fee. There was a floor of 0.71% below which the rate could not
fall. Both loans were secured by a debenture on ABG's assets. In addition to
the cash interest rate, both loans bore PIK interest at a rate of 1.25%. The
PIK interest accrued is convertible into ordinary 1p shares of the Company at
price equal to 21p. The PIK interest is convertible at any time after 12 May
2021 and in any event within 24 months of the earlier to occur of either:
(a) repayment of all outstanding amounts of principal and interest on the
Oaknorth loans
(b) the maturity date of the Oaknorth loans
(c) the occurrence of an event of default; or
(d) a change of control
03 July 2022 27 June 2021
Maturity Rate % £'000 £'000
Oaknorth bank loans
Oaknorth Secured bank loan 1 2024 3.49 1,028 1,028
Oaknorth Secured bank loan 2 2024 3.88 1,975 1,975
3,003 3,003
The Group had a CBILS loan with NatWest of which £263,000 remained
outstanding at 3 July 2022 (27 June 2021 - £350,000). The loan bore an
interest rate of 3.87%. The interest rate was based on a margin of 2.62% over
Bank of England base rate. The loans were secured by a debenture on ABG's
assets.
03 July 2022 27 June 2021
Maturity Rate % £'000 £'000
Natwest CBILs
NatWest Secured bank loan 3 2024 3.87 263 350
The Group had a loan with Natwest of which £286,000 (gross of debt issue
costs of £5,000) remained outstanding at 3 July 2022. The loans bore a fixed
interest rate of 5.08%. The loan was secured by a debenture on Barrio Bars'
assets.
03 July 2022
Maturity Rate % £'000
Barrio Bars bank loan
Natwest Secured bank loan 1 2025 5.08 286
The Group had a CBILS loan with NatWest of which £1,080,000 remained
outstanding at 3 July 2022. The loan bore an interest rate of 4.64%. The
interest rate was based on a margin of 3.39% over Bank of England base rate.
The loan was secured by a debenture on Barrio Bars' assets.
03 July 2022
Maturity Rate % £'000
Natwest Secured bank loan 2 2026 4.64 1,080
Unsecured bank loan
The Group has an unsecured bank loan with Paragon Banking Group plc which
bears an interest rate of 12.5%. The balance due at 3 July 2022 was £7,000
(27 June 2021 was £35,000).
Since the year-end, the Group has refinanced its borrowings from three
individual lenders under multiple tranches with new debt facilities from HSBC
Bank to provide support to the business as we execute on the roll out
strategy. The new £10m HSBC facility, replaces £5.5m of legacy debt that we
acquired from acquisitions, which had a blended interest margin of 4%, with
the new facility bearing a margin of 3% above SONIA on the £3m term loan and
3.25% above SONIA on the £7m Revolving Credit Facility. The remaining £4.5m
of new debt facility is to support the fit out of the new sites that we have
in the pipeline for 2022-23. The Group has taken out an interest rate cap on
its reference base rate at 3% on £8m out of £10m of its HSBC facility.
On 14 May 2021 the Group acquired the Adventure Bar Group. As part of the
acquisition the Group assumed certain loans from Oaknorth Bank to the
Adventure Bar Group. These loans were repaid to Oaknorth as part of the
Group's post period end August 2022 bank refinancing (which was announced on
17 August 2022). A material part of the Adventure Bar Group's cash was held by
Bar Elba, which is part of the Adventure Bar Group, but was not part of
Oaknorth's security package. During the bank refinancing process, the
Adventure Bar Group obtained a waiver from Oaknorth in June 2022 in relation
to its minimum cash holding covenant.
9. RELATED PARTY TRANSACTIONS
Related parties are considered to be the Directors of Nightcap plc, The
Cocktail Club and Adventure Bar Group and significant shareholders.
Transactions with them are detailed below:
53 weeks ended 52 weeks ended
03 July 2022 27 June 2021
£'000 £'000
Purchase of inventories - D&H Spirits Limited 85 -
Purchase of inventories - CGCC Limited 41 -
Consultancy fees - Ferdose Ahmed 24 -
Consultancy fees - James Hopkins 24 -
Consultancy fees - PAF Ventures Limited - 12
174 12
The companies listed below are deemed to be related parties due to having
common shareholders with the Company. These transactions are split by related
party as follows:
53 weeks ended 52 weeks ended
03 July 2022 27 June 2021
£'000 £'000
CGCC Limited - a company controlled by JJ Goodman 41 -
Ferdose Ahmed 24 -
James Hopkins 24 -
D&H Spirits Limited - a company co-controlled by James Hopkins 85 -
PAF Ventures Limited - a company controlled by Michael Willingham-Toxvaerd and - 12
Sarah Willingham-Toxvaerd
174 12
Amounts owed to related parties were as follows:
03 July 2022 27 June 2021
£'000 £'000
James Hopkins 2 -
2 -
In May 2021, Mark Ward subscribed for 5,470,870 new ordinary shares in the
Company, representing an amount of £1,258,300 at an issue price. At that
point in time, Mr Ward held more than 10 per cent. of the Company's ordinary
shares, so this subscription by him was deemed to be a related party
transaction pursuant to Aim Rule 13 of the AIM Rules for Companies.
10. BUSINESS COMBINATIONS
On 21 November 2021, Nightcap plc acquired 100% of the shares of Barrio
Familia Limited, for the total consideration of £5,602,931 comprising cash of
£3,628,000, 5,682,609 shares issued and accounted for at a price of 19.5p
(£1,108,109) and deferred consideration in relation to the completion
accounts process of £866,822. Through the acquisition, Nightcap has become
the operator of an additional five bars, which comprise: i) four Latin
American inspired, Tequila-led, cocktail bars in popular areas of London which
trade under the 'Barrio' brand; and ii) a high end '60s themed members'
cocktail bar which trades under the 'Disrepute' brand in London's Soho area
(collectively the "Barrio Bar Group").
The acquired business contributed revenues of £5,652,000 and profit before
tax of £694,000 (in accordance with IFRS) to the consolidated Group for the
period from 21 November 2021 to 3 July 2022.
Fair Value
Book Value Adjustments Fair Value
£'000 £'000 £'000
Property, plant and equipment 1,084 - 1,084
Intangible assets 85 1,936 2,021
Right-of-use assets 5,265 - 5,265
Inventories 112 - 112
Receivables 931 - 931
Cash 2,988 - 2,988
Payables (2,134) - (2,134)
Bank loans and borrowings (1,816) - (1,816)
Lease liabilities (5,265) - (5,265)
Provisions (216) - (216)
Deferred tax liability 24 (569) (545)
Total net assets acquired 1,058 1,367 2,425
Fair value of consideration paid £'000
- Cash paid to vendor 4,495
- Consideration shares issued 1,108
Acquisition date fair value of the total consideration transferred 5,603
Goodwill (Note 14 of the Annual Report) 3,178
The Group has made certain estimates and judgements in arriving at the
valuation of intangible assets and goodwill.
In accordance with IFRS 3, the identifiable assets acquired and liabilities
and contingent liabilities assumed should be measured at fair value at the
acquisition date in order to determine the difference between the cost of
acquisition and the fair value of the Group's share of net assets acquired,
which should then be recognised as goodwill on the balance sheet or recognised
in the income statement. In determining the fair value, management has
recognised brand values totalling £1.9m in respect of the brands acquired.
Key estimates used in arriving at the brand valuation include growth rates,
discount rate, cashflow assumptions including working capital estimates,
appropriate royalty rates and useful economic lives.
In addition, the Group has made certain estimates in determining the deferred
consideration payable as part of the completion accounts process.
The main factors leading to the recognition of goodwill are:
• The expected future benefit the Group expects from the roll
out and growth of the existing bars
• The presence of certain intangible assets, such as the
assembled workforce of the acquired entity, which do not qualify for separate
recognition
• cost savings and synergies through better buying and
enhancing the customer offering, which result in the Group being prepared to
pay a premium, and
• The fact that a lower cost of capital is ascribed to the
expected future cash flows of the entire operation acquired than might be to
individual assets.
The goodwill recognised will not be deductible for tax purposes.
Acquisition costs of £352,000 arose as a result of the transaction (Note 11
of the Annual Report). These have been included as transaction related costs
as part of administrative expenses in the statement of comprehensive income
RECONCILIATION OF STATUTORY RESULTS TO ALTERNATIVE PERFORMANCE MEASURES
("APMS")
53 weeks ended 52 weeks ended
03 July 2022 27 June 2021
£'000 £'000
Profit / (loss) from operations 1,407 (4,889)
Exceptional items 84 405
Acquisition related transaction costs (866) 309
Pre-opening costs 442 -
Share based payment charge 345 3,824
Impairment 143 -
Adjusted profit / (loss) from operations 1,555 (352)
Depreciation and amortisation (pre IFRS 16 Right of use asset depreciation) 2,256 619
IFRS 16 Right of use asset depreciation 2,224 691
Adjusted EBITDA (IFRS 16) 6,036 958
IAS 17 Rent charge (2,727) (777)
Adjusted EBITDA (IAS 17) 3,309 181
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