REG - XP Factory PLC - Interim Results
28/09/2022 07:00
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RNS Number : 9104A XP Factory PLC 28 September 2022
28 September 2022
XP Factory plc
("XP Factory", the "Company" or the "Group")
Interim Results
XP Factory plc (AIM: XPF), a global leader in the experiential leisure sector,
is pleased to announce its unaudited interim results for the six months ended
30 June 2022 ("H1 2022").
Half year ended 30 June 2022 (£'000) Half year ended 30 June 2021 (£'000)
Revenue 8,120 1,178
Gross Profit 5,096 801
Adjusted EBITDA 1 (#_ftn1) profit / (loss) 1,070 (796)
Loss per share (pence) (2.20) (2.81)
FINANCIAL HIGHLIGHTS
· Group revenue of £8.1m (2021: £1.2m) demonstrates a significant growth in
scale and includes:
- Escape Hunt owner operated site revenue increased to £4.3m (2021:
£0.9m)
- Boom Battle Bar ("Boom") revenue of £3.6m comprised £2.2 from
owner operated sites and £1.4m from franchises
· Group Adjusted EBITDA(1) profit of £1.1m (H1 2021: loss £0.8m)
· Site level EBITDA profit of £3.1m (H1 2021: profit £0.4m)
· Group Operating loss of £2.4m (H1 2021: loss £2.2m)
· Loss per share of 2.2p (H1 2021: loss of 2.81p)
· Cash at 30 June 2022 of £5.2m (30 June 2021: £2.4m)
OPERATING HIGHLIGHTS
· Significant progress made in establishing the UK owner operated network both
for Escape Hunt and Boom
· 17 UK Boom sites open at 30 June 2022 - 4 owner operated and 13 franchised
· 19 owner-operated Escape Hunt sites open at 30 June 2022
· Pipeline of additional new sites well established for both businesses
· Escape Hunt exceeded its pre IFRS 16 target site level EBITDA margin (39% vs
30%)
· Boom Battle Bar owner operated sites already beginning to demonstrate their
ability to achieve mature target EBITDA margins
POST PERIOD-END HIGHLIGHTS
· Escape Hunt and Boom currently performing well with pleasing level of sales
being achieved
· Continuing growth in the returns being achieved across the Boom owner operated
sites
· Acquisition of the former Boom franchise site in Cardiff completed on 8
September 2022
· Acquisition of the former Boom franchise site in Norwich completed on 16
August 2022
· Further owner operated Boom sites opened in September 2022 in Edinburgh and
Plymouth and an additional Boom franchise sites opened in Sheffield in July
2022 and Chelmsford in September 2022 taking the total to 21 open sites,
comprising 8 owner operated and 13 franchise sites
· 2 further owner operated Escape Hunt sites opened, in Norwich in August 2022
and Edinburgh in September 2022, taking the total to 21 owner operated sites
· Additional owner operated Boom sites in build in London (Oxford Street),
Leeds, and Birmingham
· Further franchised Boom sites in build in Southampton and Bournemouth
· Additional owner operated Escape Hunt sites in build in London (Oxford Street)
and Bournemouth
· All UK Escape Hunt owner operated sites operating for more than a year awarded
'Traveller's Choice Awards' by Tripadvisor ™
· Boom consumer ratings significantly outperforming peers and the industry
Recent performance across the estate has been encouraging with no discernible
impact from consumer weakness. The Board remains focussed on providing the
best possible customer experience to an ever growing number of customers
across the UK and beyond and will keep a careful eye on consumer behaviour in
the context of the macro-economic environment and be ready to react if there
is any sign of an impact.
Notwithstanding the encouraging recent performance, the Group's full year
results are heavily weighted to the final quarter's trading and will be
influenced by, inter alia, the dates on which sites currently in build are
able to open, how quickly the performance at those sites tracks through the
maturity curve, and the strength of pre-Christmas trading generally.
Richard Harpham, Chief Executive of XP Factory, commented: "2022 represents an
important year in our evolution as we continue to build the platform for a
sustainable, cash generative and profitable experiential leisure business.
We have made significant progress towards our goals, growing the Boom estate
to 21 sites today from only seven when we acquired it in November 2021. We
have also grown our Escape Hunt business to 21 owner operated sites today,
with the brand continuing to perform well, generating strong returns at a site
level.
With each successive week, Boom's trading performance reinforces our belief
that it is a very attractive proposition, capable of delivering strong margins
and an exceedingly attractive return on capital. We are delighted with the
progress we have made and believe that by the end of the year, the foundations
will be firmly set for the business in 2023 and beyond."
1 Earnings before interest, tax, depreciation and amortization, calculated
before pre-opening losses, exceptional items, and other non-cash items. A
full reconciliation to operating loss is provided below in the text of the
announcement.
Market Abuse Regulation (MAR) Disclosure
This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic
law by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is
disclosed in accordance with the Company's obligations under Article 17 of
MAR.
Enquiries
XP Factory plc +44 (0) 20 7846 3322
Richard Harpham (Chief Executive Officer)
Graham Bird (Chief Financial Officer)
Kam Bansil (Investor Relations)
Shore Capital - NOMAD and Joint Broker +44 (0) 20 7408 4050
Tom Griffiths, David Coaten (Corporate Advisory)
IFC Advisory - Financial PR +44 (0) 20 3934 6630
Graham Herring
Florence Chandler
About XP Factory plc
The XP Factory Group is one of the UK's pre-eminent experiential leisure
businesses which currently operates two fast growing leisure brands. Escape
Hunt is a global leader in providing escape-the-room experiences delivered
through a network of owner-operated sites in the UK, an international network
of franchised outlets in five continents, and through digitally delivered
games which can be played remotely.
Boom Battle Bar is a fast-growing network of owner-operated and franchised
sites in the UK that combine competitive socialising activities with themed
cocktails, drinks and street food in a high energy setting. Activities
include a range of games such as augmented reality darts, Bavarian axe
throwing, 'crazier golf', shuffleboard and others. The Group's products
enjoy premium customer ratings and cater for leisure or teambuilding, in small
groups or large, and are suitable for consumers, businesses and other
organisations. The Company has a strategy to expand the network in the UK and
internationally, creating high quality games and experiences delivered through
multiple formats and which can incorporate branded IP content.
(https://xpfactory.com/ (https://xpfactory.com/) )
CHIEF EXECUTIVE'S REPORT
INTRODUCTION
The first half of 2022 has been transformational. In November 2021 we
acquired Boom Battle Bar ("Boom") and renamed the Group XP Factory plc,
creating one of the UK's pre-eminent experiential businesses, operating two
fast growing bands, Escape Hunt™ and Boom Battle Bar™. At the time of
acquisition, Boom was a very young business, with just seven UK sites open;
six of which were franchised and one of which was owner operated and all of
which had less than twelve months' operating history.
We set ambitious targets to grow the footprint alongside our existing Escape
Hunt network. Activity in the first half of the year has been focused on
bringing the businesses together, executing on the ambitious site roll-out
plans and investing in the operations of the new business. As at 30 June 2022,
the Boom estate stood at 17 opened sites; four owner operated and 13
franchises.
We also extended our Escape Hunt estate, adding a site in Exeter, co-located
with Boom, bringing the owner operated estate to 19. Since 30 June 2022, we
have further extended the estate, acquiring former Boom franchise sites in
both Cardiff and Norwich, opening a further co-located owner-operated Boom and
Escape Hunt site in Edinburgh, opening a new Escape Hunt site in Norwich,
opening a new Boom owner operated site in Plymouth, and opening Boom franchise
sites in Sheffield and Chelmsford. Several more sites are in build as set out
below.
This activity has set the scene for a year which will deliver a group of
significantly larger scale and capability compared to a year ago. The
objective for the year is to build the foundations of a network of Boom Battle
Bar and Escape Hunt owner operated and franchise sites capable of delivering
strong cashflows and a high return on capital for years to come. Alongside
the efforts to open new sites, we have also focused on building capability in
our operational teams, who are now delivering the financial model we believed
Boom could be capable of, whilst continuing to nurture Escape Hunt. We are
delighted to have made such significant progress towards these goals.
With such an aggressive rate of new site openings relative to the Group's
small size at the beginning of the year, it would be almost impossible to
predict with total accuracy the specific week in which each new site would
open. Whilst most of our owner operated builds have been delivered broadly in
line with our expectations, there have been delays in the openings of certain
owner-operated sites and in a number of the franchise sites, but nonetheless
the Board remains confident that its target of 27 open sites for the year end
will be achieved. We are of course acutely aware of the current pressures on
consumer discretionary spend. As a high margin business we feel as confident
as we can be that we can absorb the inflationary pressures and weather the
storm by continuing to focus on providing an outstanding customer experience
and value for money. Indeed we have been very encouraged by the resilience in
trading in the weeks post 30 June 2022.
Our full year outcome is skewed heavily towards performance in the second half
of the year, notably the final quarter, and this is further amplified in the
current year given the number of additional site opening that are still to
come. However, we believe the results for the first half represent a solid
performance which sets the business up well for the remainder of the year and
beyond.
BOOM BATTLE BARS
Much focus during the period has been on Boom Battle Bars; the expansion of
the network in line with previously announced plans, both owner operated and
franchised sites; the integration of the business into the Group; and
development of the operational processes and teams to deliver on Boom's
potential.
Owner operated
We have made excellent progress towards our objectives. At the start of the
year, we had two owner operated sites open; one at Lakeside shopping centre in
Essex and one in the O2 Arena. The O2 site was opened shortly before
Christmas, although we delayed the formal launch due to the spread of the
Omicron virus and subsequent cancellation of all events at the O2 during
January and most of February 2022. Although open in the intervening period,
the O2 Boom held its formal opening event in April 2022. We also opened a
new site co-located with Escape Hunt in Exeter in late April and our fourth
site, located in Manchester, opened in late June 2022. At the end of the
period we had four owner operated sites open.
All four sites have shown encouraging performance in the months of operating,
in line with an expected maturity curve typical for hospitality businesses.
We expect sites to run at a loss for a number of weeks as awareness grows and
translates into revenue growth, whilst labour and other costs will start
higher than the longer-term target and be brought down as the sites find their
operating rhythm. The owner operated estate delivered unaudited revenue of
£2.2m in the six months to 30 June 2022 and a site EBITDA loss of £164k
(£729k loss before IFRS16) reflecting the maturity curve of the new sites.
Performance across the estate has shown the steady improvement we would
expect, with target margins being achieved as the sites mature. We remain
confident that the business model and returns profile for sites will be
delivered, with target EBITDA margins in excess of 20% and a target cash
return on capital of over 40%.
Our sites in central London (Oxford Street) and in Edinburgh have caused some
frustrations. In both cases, planning and other landlord-related formalities
have resulted in significant delays compared to our original plans. We are
pleased that our Edinburgh site recently opened on 23 September 2022, and we
are now 7 weeks into the build at our site on Oxford Street, which is
scheduled to open before Christmas.
We are not immune to inflationary cost pressures, notably in energy prices. We
also anticipate wage pressure as inflation filters through the system. The
former represents a relatively low proportion of our costs whilst we are
confident the latter can be managed through labour flexibility and, in future,
by passing on an element of our increased costs through prices. As a result,
we have no reason to believe our expectation of the potential margins from our
sites should change meaningfully.
Since 30 June 2022, we have commenced builds on four owner-operated sites, in
London (Oxford Street), Birmingham, Plymouth and Leeds. Plymouth opened on 22
September 2022 and the others are all expected to open during Q4 2022. We
have also completed the acquisition of the former franchise sites in Cardiff
and Norwich. Together with the owner operated sites in Edinburgh and
Plymouth that have since opened, these developments will take our owner
operated estate to 11, well ahead of our previously announced objective of 7
by the end of 2022 and establishing a strong baseline for 2023.
Franchise
The Boom franchise network was expanded significantly in the six months to 30
June 2022 with the addition of a further seven franchise sites. As at 30
June 2022 there were 13 franchise sites open. Two further franchise sites
have since opened; the first in Sheffield opened in July, and a second in
Chelmsford opened in September. Another two sites are currently in build in
Bournemouth and Southampton. A further site in Telford has been signed and
several more sites are in advanced legals. Whilst we factor in potential
delays to franchise site openings, timing is not in our control. On average,
sites have been several months later to open than initially indicated.
Boom franchise activities delivered unaudited revenue of £1.4m and EBITDA of
£0.9m in the six months ended 30 June 2022.
ESCAPE HUNT
Owner operated
The Escape Hunt owner operated estate generated unaudited revenue of £4.3m,
representing a 361% increase on the £0.9m delivered in the same period in
2021, although all our UK venues and our venues in Paris and Brussels were
closed for the majority of the comparable period in 2021. Site level EBITDA
rose to £2.1m from £0.2m. On a pre-IFRS16 basis, site level EBITDA was
£1.7m (H1 2021: loss £46k), representing a margin of 39%, significantly
ahead of our internal target of 30% EBITDA margin. The margin outperformance
was helped by the reduced VAT rate and business rates reduction applied
between January and March 2022 and which ended on 1 April 2022. Underlying
EBITDA margins, excluding the VAT benefit, continue to track ahead of our
internal target.
We have made further progress on the growth of the network and integration
with Boom. A new owner operated site, co-located with Boom Battle Bar opened
in Exeter in late April 2022. We opened a second owner-operated site in
Norwich shortly after the period end in August 2022 and, after frustrating
delays, opened a third co-located site in Edinburgh on 23 September 2022. Two
further sites are in build in London (Oxford Street), co-located with Boom,
and in Bournemouth, where our site is adjacent to a Boom franchise site, also
in build.
The network today comprises 21 owner-operated sites and the completion of
sites in Bournemouth and Oxford Street will take the total to 23.
Franchise
The franchise estate delivered unaudited revenue of £0.2m. The Australian
network performed in line with the same period in 2021 and we have seen a
recovery within the European network compared to the same period in 2021
during which many of the sites were closed. This increase is offset by lower
upfront and other fixed fees.
Some modest progress was made in the USA in late 2021. The franchise site in
Houston, which is operated by our partners, Proprietary Capital Holdings,
added two new generation games in December 2021 and is now set up as a
reference site to demonstrate to potential franchise partners in North
America. Performance in Houston has been tracking strongly in 2022. Franchise
recruitment activity all but ceased during Covid and has been slow to
re-start. We expect to give greater attention to the US potential in 2023.
FINANCIAL REVIEW
Financial performance
Unaudited group revenue in the six months to 30 June 2022 was £8.1m, an
increase of 589% over the same period in 2021. The period to 30 June 2022
includes £3.6m of revenue from Boom owner-operated and franchise activities
(2021: nil.. The increase also reflects that the majority of Escape Hunt
venues were closed for much of the first half of 2021 due to Covid
restrictions.
Site level EBITDA was £3.1m (2021: £0.4m), offset by central costs of £2.0m
(2021: £1.2m). As a result, Group Adjusted EBITDA was £.1.1m compared to a
loss of £0.8m in H1 of 2021.
Six months ended June 2022 Six months ended June 2021
£'000 £'000
Adjusted EBITDA 1,070 (796)
Amortisation of intangibles (455) (216)
Depreciation (1,720) (1,038)
Rent credits recognised 25 25
Loss on disposal of tangible assets (156) (18)
Profit on closure/modification of leases 105 -
Branch closure costs and other exceptional costs (288) (147)
Branch pre-opening costs (881) -
Provision against loan to franchisee (21) -
Foreign currency gains / (losses) 44 (6)
IFRS 9 provision for guarantee losses (57)
Share-based payment expense (34) (26)
Operating loss (2,368) (2,222)
Of the £881k of branch pre-opening costs, £52k related to Escape Hunt owner
operated sites, £821k related to Boom Battle Bar owner operated sites, and
£7k related to Boom Battle Bar franchise sites. Pre-opening costs (whilst
not all cash) include costs accrued before the site is opened to the public,
such as rent and other property costs, staff recruitment and training costs.
The branch closure costs and the loss on disposal of tangible assets relate to
the closure of the Escape Hunt Edinburgh site and the final liquidation of
Escape Hunt's original subsidiaries in Malaysia and Thailand, for which the
process has taken several years to complete.
Unaudited group operating loss was £2.4m (2021: £2.2m)
Cashflow
The Group generated £0.8m of cash from operations (2021: cash utilised of
£0.1m). £3.4m (net of capital contributions) was invested in plant and
equipment and intangibles. This comprised total investment of £3.4m offset
by £0.8m of capital contributions for Boom owner-operated sites and £0.8m
investment in Escape Hunt owner operated sites.
Cash at 30 June 2022 was £5.2m (30 Jun 2021: £2.4m) and £3.7m as at 31
August 2022.
Financial position
The increase in property plant and equipment reflects the investment in owner
operated sites outlined above, offset by depreciation. The increase in right
of use assets is matched by an increase in lease liabilities and relates to
the IFRS 16 accounting for new owner operated sites signed during the six
month period. The finance lease receivable relates to the IFRS 16 accounting
for a sub-let of the Bournemouth venue to a Boom Battle Bar franchisee as XP
Factory holds the master lease.
The largest movement in current assets related to the receipt of the £1.8m
(net) R&D credit paid in January 2022.
Provisions of £9.9m includes deferred and contingent consideration relating
to the acquisition of Boom Battle Bars in November 2021. £9.4m is the
valuation of contingent consideration, inclusive of 13.7% p.a. notional
interest rolled up from the date of acquisition, the payment of which depends
on the achievement of certain turnover and site numbers from the Boom
acquisition in the year to 31 December 2022. Details of the contingent
consideration are outlined in the Company's Annual Report for the year to 31
December 2021. The contingent consideration is payable by the issue of up to
25m XP Factory plc shares, valued at the date of acquisition at 35.8p. The
balance relates to a working capital and net debt adjustment for the Boom
acquisition, provided for post acquisition.
£340k of convertible loan notes issued in July 2020, together with £54k of
rolled up interest were converted to equity on 2 February 2022 at 9.0p per
share, resulting in the issue of 4.4m shares. There were no convertible loan
notes in issue at 30 June 2022. £404k of vendor loan notes (£360k relating
to the acquisition of Boom in November 2021 and £44k relating to the
acquisition of the French master franchise in March 2021) remained outstanding
at 30 June 2022. Other loans outstanding at 30 June 2022 totalling £755k
relate to fit-out finance for Boom sites, of which £418k is offset by
corresponding back-to-back receivable amounts.
Net assets as at 30 June 2022 stood at £18.8m (31 December 2021: £21.8m)
STRATEGY
At the time of the acquisition of Boom Battle Bars in November 2021 we set out
a four-point plan to increase shareholder value. Progress has made in each
of these medium-term objectives as set out above. Our objectives are to:
1. Maximise the UK footprint by rolling out each brand, either through
direct investment into owner operated sites or through franchise arrangements
2. Accelerate growth in international territories, predominantly
through franchise
3. Continue to develop new products and markets which facilitate the
growth of B2B sales
4. Integrate the businesses, exploit synergies where possible and
develop an infrastructure that supports scale and future growth
Details of our progress in growing the UK footprint and the integration of
Boom have been described in some detail above. We have intentionally
de-emphasised international expansion in the period as we focused on the
intensive roll-out strategy in the UK. We expect to place greater emphasis on
international opportunities once we have a period of profitable operating
experience in the UK. Our efforts to build a greater B2B business are being
rewarded, particularly within Boom. Corporate sales represented
approximately 6% of sales in the six months to 30 June 2022. In the period
since then, we have seen a marked increase in corporate sales, and in the
period since 30 June 2022 corporate sales have grown to represent
approximately 12% of sales. We expect this to grow further in Q4 2022.
POST PERIOD END TRADING AND OUTLOOK
Trading since 30 June 2022 has continued positively. In the 10 weeks to 12
September 2022 UK Escape Hunt owner-operated estate generated unaudited
turnover of approximately £1.7m, an increase of 11% compared to the same
ten-week period in 2021. Adjusting for the VAT benefit received in 2021, the
underlying increase was 27%, reflecting an enlarged network and 8%
like-for-like growth from sites which were open in the same period in 2021.
Escape Hunt site level EBITDA margins continue to exceed the Board's internal
benchmark of 30%.
The Boom owner operated sites 2 (#_ftn2) delivered unaudited turnover of
approximately £1.4m for the ten weeks to 12 September 2022 and each of the
Group's sites has proved capable of delivering margins in line with our
expected box economics within the first few months of operating, underpinning
confidence in the Group's business model. Boom franchise royalties in the 10
weeks to 12 September 2022 totalled approximately £0.3m.
(2) 6 weeks with 4 sites open; 3.5 weeks with 5 sites open; and 0.5 weeks with
6 sites open.
This performance provides the Board with continued confidence for the future
potential for the Group.
Recent performance across the estate has been encouraging with no discernible
impact from consumer weakness. The Board remains focussed on providing the
best possible customer experience to an ever growing number of customers
across the UK and beyond. The Board will keep a careful eye on consumer
behaviour in the context of the macro-economic environment and be ready to
react if there is any sign of an impact.
Notwithstanding the recent performance, the Group's full year results are
heavily weighted to the final quarter's trading and will be influenced by,
inter alia, the dates on which sites currently in build are able to open and
how quickly the performance at those sites tracks through the maturity curve,
and the strength of pre Christmas trading generally
Richard Harpham
Chief Executive Officer
27 September 2022
STATEMENT OF DIRECTORS' RESPONSIBILITIES IN RESPECT OF THE CONDENSED INTERIM
REPORT AND CONDENSED FINANCIAL STATEMENTS
The directors confirm that the condensed consolidated interim financial
information has been prepared in accordance with International Accounting
Standard 34, 'Interim Financial Reporting', and that the Interim Report
includes a fair review of the information required by DTR 4.2.7R and DTR
4.2.8R, namely:
· an indication of important events that have occurred during the first six
months and their impact on the condensed consolidated interim financial
information, and a description of the principal risks and uncertainties for
the remaining six months of the financial year; and
· material related-party transactions in the first six months and any material
changes in the related-party transactions described in the last Annual Report.
A list of current directors is maintained on the Company's web site:
https://www.xpfactory.com/investors/key-people
By order of the Board
Richard Rose
Non-Executive Chairman
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDED 30 JUNE 2022
Six months ended Six months ended
30 June 2022 30 June 2021
Note Unaudited Unaudited
£'000 £'000
Continuing operations
Revenue 8,120 1,178
Cost of sales (3,024) (377)
Gross profit 5,096 801
Other income 128 341
Administrative expenses (7,592) (3,364)
Operating loss (2,368) (2,222)
Adjusted EBITDA 1,070 (796)
Amortisation of intangibles (455) (216)
Depreciation (1,720) (1,038)
Rent credits recognised 25 25
Loss on disposal of tangible assets (156) (18)
Profit on closure/modification of leases 105 -
Branch closure costs and other exceptional costs (288) (147)
Branch pre-opening costs (881) -
Provision against loan to franchisee (21) -
Foreign currency gains / (losses) 44 (6)
IFRS 9 provision for guarantee losses (57) -
Share-based payment expense (34) (26)
Operating loss (2,368) (2,222)
Interest received 13 8
Interest expense (583) (22)
Lease finance charges 11 (367) (102)
Loss before taxation (3,305) (2,338)
Taxation 7 56 (13)
Loss after taxation (3,249) (2,351)
Other comprehensive income:
Items that may or will be reclassified to profit or loss:
Exchange differences on translation of foreign operations (120) (39)
Total comprehensive loss (3,369) (2,390)
Loss attributable to:
Equity holders of XP Factory plc (3,249) (2,351)
(3,249) (2,351)
Total comprehensive loss attributable to:
Equity holders of XP Factory plc (3,369) (2,390)
(3,369) (2,390)
Loss per share attributable to equity holders: (2.20) (2.81)
Basic (Pence) 6 (2.20) (2.81)
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2022
As at As at
20122012 20122012
30 June 31 December
2022 2021
Note Unaudited Audited
£'000 £'000
ASSETS
Non-current assets
Property, plant and equipment 8 7,556 5,516
Right-of-use assets 9 17,098 7,602
Intangible assets 10 21,681 22,046
Rental deposits 22 44
Finance lease receivable 12 1,333 -
Loan to franchisee 31 84
47,721 35,292
Current assets
Inventories 119 24
Trade receivables 1,588 848
Other receivables and prepayments 2,218 4,142
Stocks and work in progress - 438
Cash and bank balances 5,164 8,225
9,089 13,677
TOTAL ASSETS 56,810 48,969
LIABILITIES
Current liabilities
Trade payables 2,150 1,527
Contract liabilities 1,197 1,201
Loan notes 404 404
Other loans 256 256
Lease liabilities 12 393 393
Other payables and accruals 2,489 2,889
Provisions 11 9,898 637
16,787 7,307
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2022
(continued)
As at As at
30 June 31 December
2022 2021
Note Unaudited Audited
£'000 £'000
Non-current liabilities
Contract liabilities 62 491
Provisions 11 305 9,248
Loan notes - 373
Other Loans 499 620
Deferred tax liability 1,045 1,101
Lease liabilities 12 19,302 8,012
-
21,213 19,845
TOTAL LIABILITIES 38,000 27,152
NET ASSETS 18,810 21,817
EQUITY
Capital and reserves attributable to equity holders of XP Factory plc
Share capital 12 1,880 1,825
44,704
Share premium account 4
4
,
3
6
6
Merger relief reserve 4,756 4,756
Convertible loan note reserve - 68
Accumulated losses (32,566) (29,317)
Currency translation reserve (203) (83)
Capital redemption reserve 46 46
Share-based payment reserve 193 158
TOTAL EQUITY 18,810 21,817
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Attributable to owners of the parent
Share capital Share premium account Merger relief reserve Currency translation reserve Capital redemption reserve Share-based payment reserve Accumulated losses Total
Convertible loan note reserve
Six months ended £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
30 June
2022
£'000
Balance as at 1,825 44,366 4,756 (83) 46 158 68 (29,317) 21,819
1 January 2022
Loss for the period - - - - - - - (3,249) (3,249)
Other comprehensive income - - - (120) - - - - (120)
Total comprehensive loss - - - (120) - - - (3,249) (3,369)
Issue of shares 55 338 - - - - (68) - 325
Share issue costs - - - - - - - - -
Share-based payment charge - - - - - 35 - - 35
Transactions with owners 55 338 - - - 35 (68) - 359
Balance as at 30 June 2022 1,880 44,704 4,756 (203) 46 193 - (32,566) 18,810
Six months ended £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
30 June
2021
Balance as at 1,005 27,758 4,756 (81) 46 96 68 (28,444) 5,204
1 January 2021
Loss for the period - - - - - - - (2,390) (2,390)
Other comprehensive income - - - (39) - - - - 18
Total comprehensive loss - - - (39) - - - (2,390) (2,429)
Issue of shares 103 1,320 - - - - - - 1,423
Share issue costs - (67) - - - - - - (67)
Share-based payment charge - - - - - 26 - - 26
Transactions with owners 103 1,253 - - - 26 - - 1,382
Balance as at 30 June 2021 1,108 29,011 4,756 (120) 46 122 68 (30,834) 4,157
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED 30 JUNE 2022
Six months ended Six months ended
30 June 2022 30 June 2021
Unaudited Unaudited
Cash flows from operating activities Note £'000 £'000
Loss before income tax (3,305) (2,338)
Adjustments:
Depreciation of property, plant and equipment 8 1,127 799
Depreciation of right-of-use assets 9 589 239
Amortisation of intangible assets 10 455 216
Provision against non-current assets 21 69
Loss on write-off of property, plant and equipment 156 18
Share-based payment expense 34 26
Foreign currency movements (172) (2)
Lease interest charges 12 367 102
Rent concessions received 12 (25) (25)
Profit on closure/modification of leases (105) (31)
Profit on early redemption of Convertible Loan notes (8) -
Interest expense / (income) 570 (8)
Operating cash flow before working capital changes (296) (935)
Decrease in trade and other receivables 1,094 23
Increase in stock and WIP 343 (5)
Increase in trade and other payables 439 706
Increase in provisions (393) 32
Increase in deferred income (433) 87
Cash generated / (used) in operations 754 (92)
Income taxes paid - (8)
Net cash generated / (used) in operating activities 754 (100)
Cash flows from investing activities
Purchase of property, plant and equipment 8 (3,323) (1,001)
Disposal of property, plant and equipment - -
Purchase of intangibles 10 (90) (70)
Receipt of deposits 22 18
Movement in Loans advanced to franchisees 32 (146)
Acquisition of subsidiary, net of cash acquired - (139)
Interest received 21 8
Net cash used in investing activities (3,338) (1,330)
Cash flows from financing activities
Proceeds from issue of ordinary shares 13 - 1,423
Share issue costs 13 - (67)
Finance lease payments 12 (362) (224)
Movements on loans (167) (18)
Net cash generated / (used) from financing activities (529) 1,114
Net increase / (decrease) in cash and bank balances (3,113) (316)
Cash and cash equivalents at beginning of period 8,225 2,722
Exchange rate changes on cash held in foreign currencies 51 8
Cash and cash equivalents at end of period 5,163 2,414
NOTES TO THE UNAUDITED INTERIM REPORT
FOR THE SIX MONTHS ENDED 30 JUNE 2022
1. General information
The Company was incorporated in England on 17 May 2016 under the name of
Dorcaster Limited with registered number 10184316 as a private company with
limited liability under the Companies Act 2006. The Company was re-registered
as a public company on 13 June 2016 and changed its name to Dorcaster Plc on
13 June 2016. On 8 July 2016, the Company's shares were admitted to AIM.
Until its acquisition of Experiential Ventures Limited on 2 May 2017, the
Company was an investing company (as defined in the AIM Rules for Companies)
and did not trade.
On 2 May 2017, the Company ceased to be an investing company on the completion
of the acquisition of the entire issued share capital of Experiential Ventures
Limited. Experiential Ventures Limited was the holding company of the Escape
Hunt Group, the activities of which related solely to franchise.
On 2 May 2017, the Company's name was changed to Escape Hunt plc and became
the holding company of the enlarged Escape Hunt Group. Thereafter the group
established the Escape Hunt owner operated business which operates through a
UK subsidiary. All of the Escape Hunt franchise activity was subsequently
transferred to a UK subsidiary. On 22 November 2021, the Company acquired BBB
Franchise Limited, together with its subsidiaries operating collectively as
Boom Battle Bars. At the same time, the Group took steps to change its name
to XP Factory Plc with the change taking effect on 3 December 2021.
XP Factory Plc currently operates two fast growing leisure brands. Escape
Hunt is a global leader in providing escape-the-room experiences delivered
through a network of owner-operated sites in the UK, an international network
of franchised outlets in five continents, and through digitally delivered
games which can be played remotely.
Boom Battle Bar is a fast-growing network of owner-operated and franchise
sites in the UK that combine competitive socialising activities with themed
cocktails, drinks and street food in a high energy, fun setting. Activities
include a range of games such as augmented reality darts, Bavarian axe
throwing, 'crazier golf', shuffleboard and others.
The Company's registered office is Belmont House, Station Way, Crawley, RH10
1JA.
The consolidated interim financial information represents the unaudited
consolidated results of the Company and its subsidiaries, (together referred
to as "the Group"). The Consolidated Interim Financial Statements are
presented in Pounds Sterling, which is the currency of the primary economic
environment in which the Company operates.
2. Basis of preparation
These interim consolidated financial statements have been prepared in
accordance with IAS 34 Interim Financial Reporting. They do not include all
disclosures that would otherwise be required in a complete set of financial
statements and should be read in conjunction with the 2021 annual report. The
statutory financial statements for the year ended 31 December 2021 were
prepared in accordance with International Financial Reporting Standards in
accordance with the requirements of the Companies Act 2006. The auditors
reported on those financial statements; their Audit Report was unqualified.
The interim financial information is unaudited and does not constitute
statutory accounts as defined in the Companies Act 2006.
The interim financial information was approved and authorised for issue by the
Board of Directors on 27 September 2022.
3. Going concern
The financial statements have been prepared on a going concern basis which
contemplates the continuity of normal business activities and the realisation
of assets and the settlement of liabilities in the ordinary course of
business.
The directors have assessed the Group's ability to continue in operational
existence for the foreseeable future in accordance with the Financial
Reporting Council's Guidance on the going concern basis of accounting and
reporting on solvency and liquidity risks issued in April 2016.
The Board has prepared detailed cashflow forecasts covering a thirty-month
period from the reporting date. The forecasts take into account the Group's
plans to continue to expand the network of both Boom Battle Bar and Escape
Hunt sites through organic growth. The forecasts consider downside scenarios
reflecting the potential impact of an economic slowdown, delays in the roll
out of sites and inflationary pressures. Based on the assumptions contained
in the scenarios considered and taking into account mitigating actions that
could be taken in the event of adverse circumstances, the directors consider
there are reasonable grounds to believe that the Group will be able to pay its
debts as and when they become due and payable, as well as to fund the Group's
future operating expenses. The going concern basis preparation is therefore
considered to be appropriate in preparing these financial statements.
4. Significant accounting policies
The Company has applied the same accounting policies, presentation, methods of
computation, significant judgements and the key sources of estimation of
uncertainties in its interim consolidated financial statements as in its
audited financial statements for the year ended 31 December 2021, which have
been prepared in accordance with International Financial Reporting Standards
in accordance with international accounting standards in conformity with the
requirements of the Companies Act 2006.
5. Segment information
Operating segments are reported in a manner consistent with the internal
reporting provided to the chief operating decision-maker. The chief operating
decision-maker, who is responsible for allocating resources and assessing
performance of the operating segments, has been identified as the group of
executive directors and the chief executive officer who make strategic
decisions.
Management considers that the Group has four operating segments. Revenues are
reviewed based on the nature of the services provided under each of the Escape
Hunt™ and Boom Battle Bar™ brands as follows:
1. The Escape Hunt franchise business, where all franchised branches
are operating under effectively the same model;
2. The Escape Hunt owner-operated branch business, which as at 30 June
2022 consisted of 16 Escape Hunt sites in the UK, one in Dubai, one in Paris
and one in Brussels;
3. The Boom Battle Bar franchise business, where all franchised
branches operate under the same model within the Boom Battle Bar™ brand; and
4. The Boom Battle Bar owner-operated business, which as at 30 June
2022 comprised 4 Boom Battle Bar sites in the UK.
The Group operates on a global basis. As at 30 June 2022, the Company had
active Escape Hunt franchisees in 10 countries. The Company does not presently
analyse or measure the performance of the franchising business into geographic
regions or by type of revenue, since this does not provide meaningful analysis
to managing the business.
Escape Hunt Owner Escape Hunt Franchise Unallocated Total
operated Boom Owner operated Boom Franchise
Six months ended 30 June 2022 £'000 £'000 £'000 £'000 £'000 £'000
Revenue 4,313 241 2,183 1,383 - 8,120
Cost of sales (1,355) - (1,192) (477) - (3,024)
Gross profit 2,958 241 991 906 - 5,096
Site level operating costs (1,289) - (1,720) - - (3,009)
Other income 72 - - - - 72
IFRS 16 Adjustment 335 - 565 - - 900
Site level EBITDA 2,076 241 (164) 906 - 3,059
Centrally incurred overheads (875) - (16) (8) (1,146) (2,045)
Other income - - - 24 32 56
Adjusted EBITDA 1,201 241 (180) 922 (1,114) 1,070
Interest income - - - - 13 13
Interest expense - - - - (583) (583)
Finance lease charges (338) - (29) - - (367)
Depreciation and amortisation (1,128) (57) (175) (219) (7) (1,586)
Depreciation of right-of-use assets (171) - (418) - - (589)
Exceptional professional and branch closures - - - - (288) (288)
Profit on closure/modification of leases 105 - - - - 105
Pre-opening costs (52) - (822) (7) - (881)
Provision against loan - - - - (21) (21)
Provision against guarantee losses (57) - (57)
Loss on disposal of assets (156) - - - - (156)
Foreign currency gains - - - - 44 44
Rent credits recognised 25 - - - - 25
Share-based payment expenses - - (34) (34)
Profit/(loss) from operations before tax (514) 184 (1,624) 639 (1,990) (3,305)
Taxation - - - - 56 56
Profit / (loss) for the period (514) 184 (1,624) 639 (1,934) (3,249)
Other information:
Non-current assets 7,613 474 18,021 3,944 17,669 47,721
Owner Franchise operated Unallocated Total
operated
Six months ended 30 June 2021 £'000 £'000 £'000 £'000
Revenue 936 242 - 1,178
Cost of sales (377) - - (377)
Gross profit 559 242 - 801
Other income 341 - - 341
Site level operating costs (701) - - (701)
Site level EBITDA 199 242 - 441
Centrally incurred overheads (146) (99) (992) (1,237)
Adjusted EBITDA 53 143 (992) (796)
Interest income - - 8 8
Interest expense - - (22) (22)
Finance lease charges (81) - (21) (102)
Depreciation and amortisation (1,049) (9) (196) (1,254)
Exceptional professional and branch closures (11) - (67) (78)
Provision against loan - - (69) (69)
Loss on disposal of assets (11) - (7) (18)
Foreign currency losses - (6) - (6)
Rent credits recognised 16 - 9 25
Share-based payment expenses - - (26) (26)
Profit/(loss) from operations before tax (1,083) 128 (1,383) (2,338)
Taxation - - (13) (13)
Profit / (loss) for the period (1,083) 128 (1,396) (2,351)
Other information:
Non-current assets 7,024 30 1,326 8,380
6. Loss per share
Basic loss per share is calculated by dividing the loss attributable to equity
holders by the weighted average number of ordinary shares in issue during the
period. Diluted loss per share is not presented as the potential issue of
ordinary shares from the exercise of options are anti-dilutive.
Six months Six months
ended ended
30 June 30 June
2022 2021
Unaudited Unaudited
£ £
Loss after tax (£000) (3,249) (2,344)
Weighted average number of shares:
- Basic and diluted 147,780,320 83,628,885
Loss per share (pence)
- Basic and diluted 2.20 2.81
7. Taxation
The tax charge is based on the expected effective tax rate for the year. The
Group estimates it has tax losses of approximately £24.7m as at 30 June 2022
(2021: £21.5m) which, subject to agreement with taxation authorities, would
be available to carry forward against future profits. The estimated tax value
of such losses amounts to approximately £4.7m (2021: £4.1m).
8. Property, plant and
equipment
Leasehold property Office equipment Computers
Furniture and fixtures Games Total
£'000 £'000 £'000 £'000 £'000 £'000
Cost
At 31 December 2021 5,465 50 165 824 5,526 12,030
Additions arising from internal purchase 2,299 - 48 195 781 3,323
Disposals / adjustments (238) - (7) (29) (336) (610)
As at 30 June 2022 7,526 50 206 990 5,971 14,743
Accumulated depreciation
At 31 December 2021 (2,785) (49) (101) (270) (3,309)
(6,514)
Depreciation charge (504) (1) (16) (72) (534) (1,127)
Disposals / adjustments 146 - 7 18 283 454
As at 30 June 2022 (3,143) (50) (110) (324) (3,560) (7,187)
Carrying amounts
At 31 December 2021 2,680 1 64 554 2,217 5,516
4,383 - 96 666 2,411
At 30 June 2022 7,556
9. Right-of-use assets
As at As at
30 June 31 Dec
2022 2021
£'000 £'000
Land and buildings - right-of-use asset cost b/f 8,920 3,884
Closures / leases ended for renegotiation during the period (402) (211)
Additions during the year, including through acquisition 10,487 5,400
Newly negotiated leases - 86
Less: Accumulated depreciation b/f (1,318) (944)
Depreciation charged for the period (589) (613)
Net book value 17,098 7,602
The additions of in the period relate to new leases signed. The Group leases
land and buildings for its offices and escape room venues under agreements of
between five to fifteen years with, in some cases, options to extend. The
leases have various escalation clauses. On renewal, the terms of the leases
are renegotiated.
10. Intangible assets
Goodwill Trademarks and patents Intellectual property Internally generated IP Franchise agreements App Quest Portal Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Cost
At 31 December 2021 17,696 78 10,195 1,715 5,248 100 317 35,349
Additions arising from internal development - - - 90 - - - 90
Disposals / adjustments - - - - - - - -
As at 30 June 2022 17,696 78 10,195 1,805 5,248 100 317 35,439
Accumulated amortisation
At 31 December 2021 (1,393) (60) (10,195) (669) (580) (100) (306) (13,303)
Amortisation - (6) - (167) (281) - (1) (455)
At 30 June 2022 (1,393) (66) (10,195) (836) (861) (100) (307) (13,758)
Carrying amounts
At 31 December 2021 16,303 18 - 1,046 4,668 - 11 22,046
At 30 June 2022 16,303 12 - 969 4,387 - 10 21,681
11. Provisions
As at As at 31 Dec 2021
30 June 2022
£'000 £'000
Provision for contingent consideration 9,642 9,056
Provision for deferred consideration 257 637
Dilapidations provisions 215 162
Other provisions 6 5
Provision for financial guarantee contracts 83 26
Provisions at end of period 10,203 9,885
The movement on provisions in the period can be analysed as follows:
Six months ended Six months ended
30 June 2022 30 June 2021
£'000 £'000
Balance at beginning of period 9,885 128
Reduction in deferred consideration (380) -
Movement in dilapidations provision 54 32
IFRS 9 Provision for lease guarantees 57
Finance cost recognised on contingent consideration 586 -
Movement in other provisions 1
Provisions at end of period 10,203 160
12. Lease liabilities
Six months ended Six months ended
30 June 2022 30 June 2021
£'000 £'000
In respect of right-of-use assets
Balance at beginning of period 8,405 3,742
Closures / leases ended for renegotiation during the period (508) (411)
Additions during the period 11,819 282
Newly re-negotiated leases - (16)
Interest Incurred 367 102
Repayments during the period (363) (122)
Rent concessions received (25) (24)
Reallocated from accruals and trade payables - 135
Lease liabilities at end of period 19,695 3,688
As at As at
30 June 30 Dec
2022 2021
£'000 £'000
Maturity
< 1month 33 42
1 - 3 months 66 84
3 - 12 months 295 290
Non-current 19,302 7,989
Total lease liabilities 19,695 8,405
Lease liabilities includes a master lease in Bournemouth. Part of the site
is occupied by an Escape Hunt owner operated site and the remainder is sub-let
to a Boom franchisee. A liability of £1,666k for the master lease has been
recognised and is included in the balances shown above. The sub-lease gives
rise to a finance lease receivable of £1,333k, whilst the property occupied
by Escape Hunt gives rise to a right of use asset of £333k.
13. Share capital
Six months Year
ended ended
30 June 31 December
2022 2021
Unaudited Audited
£'000 £'000
As at beginning of period / year
- 146,005,098 (2021: 80,369,044)
Ordinary shares of 1.25 pence each 1,825 1,005
Issued during the period / year
- 4,378,082 Ordinary shares 55 820
As at end of period / year
- 150,383,180 (2021: 146,005,098)
Ordinary shares of 1.25 pence each 1,880 1,825
During the six months ended 30 June 2022 the Company converted £340,000
convertible loan notes, together with £54,027 of rolled up interest at price
of 9 pence per share, leading to the issue of 4,378,082 Ordinary shares of
1.25 pence each.
Share option and incentive plans
XP Factory plc Enterprise Management Incentive Plan
On 15 July 2020, the Company established the XP Factory plc Enterprise
Management Incentive Plan ("2020 EMI Plan"). The 2020 EMI Plan is an HMRC
approved plan which allows for the issue of "qualifying options" for the
purposes of Schedule 5 to the Income Tax (Earnings and Pensions) Act 2003
("Schedule 5"), subject to the limits specified from time to time in paragraph
7 of Schedule 5, and also for the issue of non qualifying options.
It is the Board's intention to make awards under the 2020 EMI Plan to attract
and retain senior employees. The 2020 EMI Plan is available to employees
whose committed time is at least 25 hours per week or 75% of his or her
"working time" and who is not precluded from such participation by paragraph
28 of Schedule 5 (no material interest). The 2020 EMI Plan will expire on
the 10th anniversary of its formation.
The Company has made three awards to date as set out in the table below. The
options are exercisable at their relevant exercise prices and vest in three
equal tranches on each of the first, second and third anniversary of the
grants, subject to the employee not having left employment other than as a
Good Leaver. The number of options that vest are subject to a performance
condition based on the Company's share price. This will be tested on each
vesting date and again between the third and fourth anniversaries of awards.
If the Company's share price at testing equals the first vesting price, one
third of the vested options will be exercisable. If the Company's share price
at testing equals the second vesting price, 90 per cent of the vested options
will be exercisable. If the Company's share price at testing equals or exceeds
the third vesting price, 100% of the vested options will be exercisable. The
proportion of vested options exercisable for share prices between the first
and second vesting prices will scale proportionately from one third to 90 per
cent. Similarly, the proportion of options exercisable for share prices
between the second and third vesting prices will scale proportionately from 90
per cent to 100 per cent.
The options will all vest in the case of a takeover. If the takeover price
is at or below the exercise price, no options will be exercisable. If the
takeover price is greater than or equal to the second vesting price, 100 per
cent of the options will be exercisable. The proportion of options
exercisable between the first and second vesting prices will scale
proportionately from nil to 100 per cent.
If not exercised, the options will expire on the fifth anniversary of award.
Options exercised will be settled by the issue of ordinary shares in the
Company.
Awards #1 #2 #3
Date of award 15-Jul-20 18-Nov-21 23-Nov-21
Date of expiry 15-Jul-25 18-Nov-26 23-Nov-26
Exercise price 7.5p 35.0p 35.0p
Qualifying awards - number of shares under option 13,333,332 700,001 533,334
Non-qualifying awards - number of shares under option 2,400,000 0 0
First vesting price 11.25p 43.75p 43.75p
Second vesting price 18.75p 61.25p 61.25p
Third vesting price 25.00p 70.00p 70.00p
Proportion of awards vesting at first vesting price 33.33% 33.33% 33.33%
Proportion of awards vesting at second vesting price 90.00% 90.00% 90.00%
Proportion of awards vesting at third vesting price 100% 100% 100%
As at 30 June 2022, 16,966,667 options were outstanding under the 2020 EMI
Plan (31 Dec 2021: 16,996,667) exercisable at the prices shown above. No
options were exercised during the period, and no options expired or had lapsed
and none had vested or were exercisable as at 30 June 2022.
The sum of £34,268 has been recognised as a share-based payment and charged
to the profit and loss during the period (6 months ended 30 Jun 2021:
£25,611). The fair value of the options granted during the period has been
calculated using the Black & Scholes formula with the following key
assumptions:
Table 2
Awards #1 #2 #3
Exercise price 7.5p 35.0p 35.0p
Volatility 34.60% 31% 31%
Share price at date of award 7.375p 33.50p 32.00p
Option exercise date 15-Jul-24 18-Nov-25 23-Nov-25
Risk free rate -0.05% 1.55% 1.55%
The performance conditions were taking into account as follows:
The value of the options have then been adjusted to take account of the
performance hurdles by assuming a lognormal distribution of share price
returns, based on an expected return on the date of issue. This results in
the mean expected return calculated using a lognormal distribution equaling
the implied market return on the date of issue validating that the expected
return relative to the volatility is proportionately correct. This was then
used to calculate an implied probability of the performance hurdles being
achieved within the four year window and the Black & Scholes derived
option value was adjusted accordingly.
Time based vesting: It has been assumed that there is between a 90% and 95%
probability of all share option holders for each award remaining in each
consecutive year thereafter.
The weighted average remaining contractual life of the options outstanding at
30 June 2022 is 42.1 months (31 Dec 2021: 48.0 months).
An option-holder has no voting or dividend rights in the Company before the
exercise of a share option.
Escape Hunt Employee Share Incentive Scheme
In November 2020, the Company established the Escape Hunt Share Incentive Plan
("SIP").
The SIP has been adopted to promote and support the principles of wider share
ownership amongst all the Company's employees. The Plan is available to all
eligible employees, including Escape Hunt's executive directors, and invites
individuals to elect to purchase ordinary shares of 1.25p each in the Company
via the SIP trustee using monthly salary deductions. Shares are be purchased
monthly by the SIP trustee on behalf of the participating employees at the
prevailing market price. Individual elections can be as little as £10 per
month, but may not, in aggregate, exceed £1,800 per employee in any one tax
year. The Ordinary Shares acquired in this manner are referred to as
"Partnership Shares" and, for each Partnership Share purchased, participants
are awarded one further Ordinary Share, known as a "Matching Share", at nil
cost.
Matching Shares must normally be held in the SIP for a minimum holding period
of 3 years and, other than in certain exceptional circumstances, will be
forfeited if, during that period, the participant in question ceases
employment or withdraws their corresponding Partnership Shares from the Plan.
On 4 February 2021, the Company issued 125,000 shares to the trustee of the
scheme to be allocated to individuals as Matching Shares during the operation
of the scheme. As at 30 June 2020, 101,694 matching shares had been awarded
and were held by the trustees for release to employees pending satisfaction of
their retention conditions. As such no share based payment charge has been
recognised for the period (2021: nil)
14. Key management personnel compensation
Six months Six months
ended ended
30 June 30 June
2022 2021
Unaudited Unaudited
£'000 £'000
Salaries and benefits (including directors) 427 293
Share-based payments 20 26
Social security costs 56 47
Other post-employment benefits 22 4
Less amounts capitalised (7) (18)
Total 518 352
Related party transactions
During the period under review, the Directors are not aware of any significant
transactions with related parties (six months ended 30 June 2021: nil).
15. Government Grants and Government Assistance
The following Government grants were received and have been recognised during
the period:
Six months Six months
ended ended
30 June 30 June
2022 2021
Unaudited Unaudited
£'000 £'000
Coronavirus Job Retention Scheme grants 0 474
Local authority Small Business Grants 68 341
Total 68 815
16. Subsequent Events
There are no material subsequent events requiring disclosure.
(#_ftnref1)
(#_ftnref2)
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