THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION AS STIPULATED UNDER THE UK VERSION OF THE MARKET ABUSE
REGULATION NO 596/2014 WHICH IS PART OF ENGLISH LAW BY VIRTUE OF
THE EUROPEAN (WITHDRAWAL) ACT 2018, AS AMENDED. ON
PUBLICATION OF THIS ANNOUNCEMENT, THIS INFORMATION IS CONSIDERED TO
BE IN THE PUBLIC DOMAIN.
19 March 2024
XP Factory
plc
("XP Factory", the "Company"
or the "Group")
Interim
Results
XP Factory plc (AIM: XPF),
one of the UK's pre-eminent experiential leisure
businesses operating the Escape Hunt® and Boom Battle Bar®
brands, is pleased to announce its
unaudited interim results for the twelve months ended 31 December
2023 ("2023").
|
Year ended 31 December 2023
(£'000)
|
Year ended 31 December 2022
(£'000)
|
% Change
|
Revenue
|
44,754
|
22,834
|
+96.0%
|
Gross Profit
|
28,720
|
14,712
|
+95.2%
|
Site level EBITDA
|
15,301
|
7,683
|
+99.2%
|
Pre IFRS 16 Adjusted
EBITDA1
|
5,519
|
2,555
|
+116.0%
|
Adjusted EBITDA1
|
8,038
|
3,955
|
+103.2%
|
Operating profit / (loss) before fair value
movements2
|
1,763
|
(4,938)
|
nm
|
Loss per share (pence)
|
(0.26)
|
(0.66)
|
nm
|
FINANCIAL
HIGHLIGHTS
·
|
Group revenue increased 96% to
£44.7m (2022: £22.8m) demonstrating the significant growth in
scale:
|
|
-
Escape Hunt® owner operated site revenue
increased 38% to £13.5m (2022: £9.8m)
|
|
-
Boom Battle Bar® ("Boom") owner operated revenue
increased 201% to £28.6m (2022: £9.5m)
|
·
|
Gross margin maintained at 64.2%
(2022: 64.4%)
|
·
|
Pre IFRS 16 Group Adjusted
EBITDA1 increased 116% to £5.5m (2022:
£2.6m)
|
·
|
Site level pre IFRS 16 EBITDA
increased 64% to £13.6m (2022: £8.3m)
|
·
|
Group Adjusted EBITDA rose 103% to
£8.0m (2022: 4.0m)
|
·
|
Operating profit2 of
£1.7m was £6.7m ahead of prior year (2022: loss £4.9m)
|
·
|
£9.5m cash generated from
operations (2022: £3.2m) - £6.9m invested in capital
expenditure
|
·
|
£4.4m cash balance at 31 December
2023 (31 Dec 2022: £3.2m)
|
OPERATING HIGHLIGHTS
·
|
Double digit
like-for-like2 sales growth delivered across both
owner-operated brands:
|
|
o
|
Boom: up 29 % in the 52 weeks to
31 December 2023
|
|
o
|
Escape Hunt®: up 17% in the 52
weeks to 31 December 2023
|
|
·
|
New owner operated Boom sites
opened in Dubai in July 2023, Canterbury in September 2023 and
Southend in October 2023
|
·
|
Boom franchise sites in Chelmsford
and Ealing acquired in June 2023, Glasgow and Liverpool in November
2023, and Watford in December 2023
|
·
|
Boom owner operated site level
EBITDA margin of 18% (2022: 13%)
|
·
|
New owner operated Escape Hunt
site opened in Woking in July 2023
|
·
|
Escape Hunt® owner operated site
level EBITDA margin of 42% (2022: 42%) continue to exceed internal
targets
|
·
|
Pipeline of further site openings
developed
|
·
|
Continued strong like for like
growth in first 10 weeks of 2024 underpins confidence in the
future
|
|
|
| |
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.
2 Excluding £6.2m 'fair value gain' on revaluation of
contingent consideration in 2022 and £312k 'fair value loss' in
2023.
Richard Harpham, Chief Executive of XP Factory,
commented: "I'm delighted with
the Company's performance over the last 12 months, and doubling in
scale for the second year running is testament to the extraordinary
efforts of our team. Both brands have significant runways ahead of
them, and I'm excited to have such a robust foundation in place
from which to grow further".
Enquiries
|
|
XP
Factory plc
Richard Harpham (Chief Executive
Officer)
Graham Bird (Chief Financial
Officer)
Kam Bansil (Investor
Relations)
|
+44 (0) 20 7846
3322
|
Singer Capital Markets - NOMAD and
Broker
Peter Steel
Alaina Wong
James Fischer
|
+44 (0) 20 7496
3000
|
IFC
Advisory - Financial PR
Graham Herring
Florence Chandler
|
+44 (0) 20 3934
6630
|
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/)
CHIEF EXECUTIVE'S REPORT
INTRODUCTION
2023 saw XP Factory deliver
another year of transformational growth, with sales almost doubling
to £44.8m (2022: £22.8m), and pre-IFRS16 Adjusted EBITDA increasing
116% to £5.5m (2022: £2.6m). A significant milestone was achieved,
as the business generated for the first time a positive Operating
Profit3 of £1.7m, compared to a loss of £4.9m in 2022.
While some of this growth came from the four sites opened in the
year (3 Boom, 1 Escape Hunt), most was driven by the underlying
momentum in the business, the strong like-for-like sales
performances across both brands, and the continual improvements in
operating margins.
Following such an active year of
site openings in 2022, focus in in 2023 was much more about
optimising the estate that we had built, and looking for
opportunities to create additional capacity where possible. With
Boom the much younger brand, we took a particularly analytical
approach to its early performance and identified several areas
where we could improve operationally, create better customer flows,
and target a narrower group of guests in our brand efforts. For
Escape Hunt, we were able to build some additional rooms in the
existing estate, where peak hours saw us constrained by our
capacity. Across both brands, these efforts have yielded a high
return on capital and have further cemented our foundation for
future growth.
We are extremely pleased with the
resilience the business has demonstrated in a challenging consumer
environment and believe that our obsession with affordability and
customer satisfaction has paid dividends. Whilst the experiential
leisure sector continues to exhibit robust structural growth, we
are delighted that both Escape Hunt and Boom have delivered LFL
sales growth, return on capital employed ("ROCE"), customer review
scores and margins significantly ahead of their industry peers.
Moreover, the double digit LFL sales growth seen in even our
earliest Escape Hunt® sites, some of which have now been trading
for six years, reinforces our confidence in the longevity of the
model. This has enabled us to re-assess the expected lives of
games and leasehold improvements, reducing the annual depreciation
charge, described in more detail below. Our overall strategy
for the Group has not changed and we look forward to leveraging the
robust platform we have created to support significant expansion in
the UK and beyond.
3. Before Fair
value adjustments relating to share based contingent
consideration. 2022: £6.2m gain; 2023: £0.3m loss
Boom Battle Bar®
Owner operated
Boom's owner-operated estate
delivered £28.6m sales in the period, a 201% increase versus £9.5m
in 2022. The drivers behind this growth include £12.8m from the
full year effect of sites opened in 2022, 29% (£2.6m) LFL sales
growth from the maturing estate, £1.6m from the three new sites
built towards the back end of the year (Dubai, Southend and
Canterbury), and £2.1 from the franchisee sites which we bought
back. Sales performance over the Christmas period was remarkably
strong, with corporate sales 393% ahead of prior year representing
16% of sales (2022: 10%), and consumer demand causing all-time
sales records to be beaten in six consecutive weeks.
Margins within the business
continue to improve in line with our expectations, with gross
profit margins improving to 58% for the year, up from 52% in 2022.
Site level EBITDA was 23% in the second half of 2023, resulting in
a site level EBITDA margin of 18% for the full year, with this
latter number being diluted by young sites making expected losses
in their first few weeks of trading. The trajectory is very much as
anticipated and provides confidence that our mid-term aspiration of
a 20-25% EBITDA margin (pre IFRS 16) is realistic.
Operationally we have continued to
focus on improving our customer journey and adapting processes and
layouts in line with our learnings. In a number of sites, we have
built additional bar capacity where we were constrained previously,
and across the board we have refined our offering significantly.
This catalogue of small improvements has manifested itself in an
average customer satisfaction score of 96% which sit materially
ahead of the competition and a ROCE which, at 48%, is market
leading.
At 31 December 2023, the Group had
19 owner-operated Boom sites trading.
Franchise
Boom's franchise business
delivered £1.9m revenue in the year. This anticipated reduction of
£1m vs prior year (2022: £2.9m) is largely from the fact that the
2022 revenue included £0.9m relating to the build and subsequent
sale of a franchise unit for which there was an associated,
offsetting cost of sale. Other changes were driven by the
full year effect of sites opened in 2022, offset by Group having
bought back Chelmsford, Ealing, Liverpool, Watford and Glasgow in
the period, and the full year effect of the buy-backs of franchise
sites in Cardiff and Norwich in 2022. These vendor-financed
deals are attractive to XP Factory, and we will continue to do
similarly if opportunities present themselves and if we believe the
risk-adjusted returns match the returns we can make from opening
new sites.
Escape Hunt®
Owner-operated
In another encouraging year for
Escape Hunt, the owner-operated estate generated £13.5m sales, 38%
ahead of prior year (FY22: £9.7m). Like for like sales growth was
17% while the earliest cohort of seven sites, which have been
operating for over six years and are still playing their original
games, grew 19% vs last year. The exceptional LFL growth underpins
our confidence in the enduring nature of the concept, and with
escape rooms moving ever forwards in the consumer psyche, we remain
particularly optimistic about the future of the brand.
Site level EBITDA margins held
steady at 42%, even after absorbing meaningful wage increases
during the year. Rather than increasing prices to offset rising
cost lines, instead we sought to create capacity and drive volume,
and in so doing, we proved remarkably resilient, even in a
challenging consumer market.
The bolstered corporate sales team
delivered 40% more business than in the prior year and the
Christmas period again proved to be popular, with corporate
bookings representing 5% of total sales, a similar percentage to
what has been achieved previously. Our focus on delivering
outstanding customer service continued as always, and we were
delighted to receive a market leading 99% satisfaction rating,
compared to an average of 88% for the leisure industry as a whole
and 94% for the competitive socialising sub sector.
The return on capital within
Escape Hunt remains extremely high at 46%. Interestingly we are
typically seeing an upwards trend in the returns profile, since the
new sites being opened tend to mature more quickly now that the
brand is becoming better known, and our build costs are holding
stable.
Within the year we opened a new
Escape Hunt in Woking, bringing our UK site total to 20, and our
owner operated total to 23 with the inclusion of Dubai, Paris and
Brussels.
Franchise
Franchise sales of £0.8m represent
a 9% increase vs prior year, and since the units are almost all
more than five years old, the performance further demonstrates the
longevity and reliance of the business.
STRATEGY
Overview
Following our recent expansion,
the Group is the largest escape room and competitive socialising
operator in the UK. This is a fast growing and resilient niche of
the leisure sector, with our sites benefiting from industry leading
unit economics with further improvement potential. Our experience
to date demonstrates the opportunity to expand in the UK and the
rationale for taking our proven concept overseas with reduced
execution risk. Our strategy to deliver profitable growth is
supported by a clear focus on the strength and longevity of return
on capital employed available, with accelerated payback periods
following initial investment.
Continued execution of our strategic
priorities
Our strategic priorities remain as
set out previously and we have continued to make progress in each
of these areas during the period:
1. Maximise the UK footprint by
rolling out each brand, either through direct investment into owner
operated sites or through franchise arrangements
Following the aggressive roll-out
in 2022, we consciously moderated the pace of roll out during 2023
to ensure we optimise the performance and operations within the
enlarged estate. During the period we opened a new Escape
Hunt® site in Woking and new Boom in Dubai, Canterbury and
Southend. We also acquired former Boom franchise sites in
Chelmsford, Ealing, Liverpool, Glasgow and Watford. Since the
period end, we have completed our plan to merge our two Escape
Hunt® sites in Norwich into the larger unit, bringing the combined
owner operated estate to 23 Escape Hunt® venues and 19 Boom Battle
Bar® venues.
2. Accelerate growth in international
territories, ultimately through franchise
We opened our first international
Boom Battle Bar® in Dubai and continue actively to explore
possibilities in other territories. In the short term, as
before, our focus will remain the UK with the aim of developing a
robust, defensible business capable of international
franchise.
3. Continue to develop new products
and markets which facilitate the growth of B2B
sales
We put significant investment into
our B2B sales capability at the start of the year with both Boom
and Escape Hunt® benefitting from strong growth in corporate sales
revenue. Escape Hunt® has also developed a new range of outdoor
experiences which were rolled out across the estate during 2023
providing additional sales potential and catering to new
customers.
4. Integrate the businesses, exploit
synergies where possible and develop an infrastructure that
supports scale and future growth
This final objective has taken a
greater degree of importance in the period under review as we aim
to optimise the performance of the existing business and create a
platform that is defensible, attractive to larger scale franchisees
and capable of supporting a significantly larger business.
During the year we upgraded our in-store point of sale
systems as well as migrating to new online booking solutions across
the Boom estate. The new systems set the business on a
stronger platform and will allow us to scale more efficiently in
future.
Current position and longer-term
opportunity
The Group is now beginning to see
the benefits of our enhanced scale providing the foundations for
improved efficiency and expanding our competitive advantage. By
design, our model is capital efficient, with rapid payback and high
return on investment, as well as being eminently scalable with an
objective to achieve accelerated market share, superior returns and
deliver a consistent customer experience. We aim to continue
to receive industry leading satisfaction scores. Our key strengths
are as follows:
· Modular formats - standardised lay-outs and automated
games
· Growing data sets, learning what does and does not work - all
accelerating timescales for sites to reach maturity
· Increasingly trusted brand with strong customer review scores
and industry recognition
· Cost
advantages of room build through modular off-site construction with
fit-out completed on-site
· Favourable rent conditions with frequent landlord incentives
provided on new-builds
· Scaling of supplier relationships with the prospect of margin
enhancement
The above factors are all helping
to drive attractive unit economics, with the potential for enhanced
returns in the future. Areas of further potential opportunity
include upgrading our games offering in existing sites, widening
our food choice, harnessing data insights to a greater extent to
optimise site layouts and game offering and using technology to
enhance customer experience.
In summary, the experiential
leisure industry has proven to be exceptionally robust despite the
current pressures on the consumer. However, it remains in its
infancy in terms of the wider leisure opportunity in the UK.
Competitive socialising participation is growing quickly at 13%
p.a. and the Group is ideally positioned to benefit from these
structural growth trends. In the short-term, we are seeking
to optimise the pace of site roll-out at the pace at which we are
able to generate capital. We remain vigilant of evolving trends and
continue to actively manage our existing estate as well as
evaluating new opportunities to drive profitable growth. We have
invested in our capability to analyse data from our sites more
thoroughly, both to improve existing sites and to identify the
optimal locations for new sites. Initial analysis supports
our expectation that in the longer-term, we see an opportunity to
scale the business considerably domestically and internationally,
with a market opportunity of 50+ Escape Hunt® and 100+ Boom Battle
Bar® sites in the UK alone.
FINANCIAL REVIEW
Financial performance
Unaudited Group revenue in the
twelve months to 31 December 2023 was £44.8m, an increase of 96%
over the same period in 2022. The increase reflects the
significant site expansion undertaken in 2022 together with strong
like for like sales growth. Escape Hunt® owner-operated revenue
grew 38% to £13.5m, reflecting the full year benefit of turnover
from new sites opened in 2022 together with 17% like for like sales
growth from the existing estate. Boom owner operated revenue
grew 201%, reflecting like for like sales growth of 29% and the
growth of the owner operated estate from two sites in January 2022
to 19 at 31 December 2023.
Group adjusted EBITDA pre IFRS16
adjustments grew strongly from £2.6m to £5.5m and to £8.0m (2022:
£4.0m) after IFRS 16 adjustments.
|
|
|
|
Twelve months ended Dec
2023
£'000
|
Twelve months ended Dec
2022
£'000
|
|
Adjusted EBITDA - pre IFRS
16
|
|
|
|
5,519
|
2,555
|
|
IFRS 16 adjustments
|
|
|
|
2,518
|
1,400
|
|
Adjusted EBITDA post IFRS
16
|
|
|
|
8,037
|
3,955
|
|
Amortisation of
intangibles
|
|
|
|
(712)
|
(886)
|
|
Depreciation of Fixed
assets
|
|
|
|
(2,731)
|
(2,825)
|
|
Depreciation of Right of Use
assets
|
|
|
|
(1,934)
|
(1,453)
|
|
Rent credits recognised
|
|
|
|
-
|
|
|
Loss on disposal of tangible
assets
|
|
|
|
(89)
|
(126)
|
|
Profit on closure/modification of
leases
|
|
|
|
-
|
90
|
|
Branch closure costs and other
exceptional costs
|
|
|
|
(57)
|
(399)
|
|
Branch pre-opening
costs
|
|
|
|
(734)
|
(2,018)
|
|
Provision against loan to
franchisee
|
|
|
|
4
|
(26)
|
|
Foreign currency gains /
(losses)
|
|
|
|
18
|
(1,133)
|
|
IFRS 9 provision for guarantee
losses
|
|
|
|
24
|
(68)
|
|
Share-based payment
expense
|
|
|
|
(63)
|
(81)
|
|
Operating profit (loss) before fair value
movement
|
|
|
|
1,763
|
(4,938)
|
|
Fair value movement on contingent
consideration
|
|
|
|
(312)
|
6,210
|
|
Operating profit
|
|
|
|
1,451
|
1,272
|
|
The Board has re-assessed the
useful life of certain of the Group's fixed assets, notably games
and leasehold improvements. Previously, games in both Escape Hunt®
and in Boom Battle Bar® were depreciated over two years, whilst
leasehold improvements were depreciated over five years. The
success of the early Escape Hunt sites which have continued to show
strong like for like growth with the original games installed over
five years ago, has provided strong evidence that the policy for
games was aggressive. The games are regularly maintained with
maintenance costs expensed as incurred. The Board has
therefore re-assessed the useful life of games to be five years for
games in both Escape Hunt® and Boom. Similarly, the leasehold
improvements were being depreciated over five years on the basis
that the original Escape Hunt® leases had five-year break clauses.
Boom sites generally have break clauses after ten years and the
success of Escape Hunt® has given confidence that the useful life
of leasehold improvements is expected to be at least ten
years. The change is regarded as a change in estimate rather
than a change in accounting policy. As such, no change has
been made to prior year numbers, but depreciation in the twelve
months to 31 December 2023 reflects the new estimates. The impact
in the current period has been a reduction in depreciation of
approximately £2.3m compared to what would have been charged under
the previous estimates.
In 2022, the Group recorded a fair
value gain on the revaluation of contingent consideration of £6.2m.
The treatment is an IFRS requirement and arose from the fall in
value of the expected contingent consideration due to the fall in
share price between the date on which Boom was acquired (November
2021) and the end of 2022. The contingent consideration was
settled by the issue of 23.9m shares to MFT Capital in June 2023,
representing 95.7% of the maximum payout. The final
settlement of the consideration gave rise to a fair value loss in
2023 of £312k.
£734k of expenditure in the period
related to pre-opening costs, largely for the new Boom sites in
Dubai, Canterbury and Southend, as well as the new Escape Hunt®
site in Woking, but also in relation to sites in Cambridge where we
plan both an Escape Hunt® and Boom Battle Bar® site, and Glasgow
where a new Escape Hunt® site is planned.
At a site level, Escape Hunt®
owner operated segment continued to perform strongly, delivering
site-level EBITDA of £5.6m at a margin of 42%. Within the
Boom Battle Bar® owner operated segment, gross margins (inclusive
of variable labour) improved to 58% from 52% over the same period
in 2022. The underlying site level EBITDA margin of 18% (2022: 13%)
reflects a site level EBITDA of 23% in H2 2023 versus 11% achieved
in the first six months of the year. Whilst the overall
result is still below our medium-term target of 20% - 25%, the
significant improvement over the first half reflects a strong
second half of the year in Boom's business and more significantly
continuing maturity of the sites where initial losses and lower
margins generated from more recently opened sites diluted the
margins achieved in both 2022 and H1 2023.
2023
|
Escape Hunt®
|
Escape
Hunt®
|
Boom
|
Boom
|
|
H1 2023
|
|
Owned
|
Franchise
|
Owned
|
Franchise
|
Unallocated
|
£'000
|
Sales
|
13,470
|
791
|
28,583
|
1,909
|
-
|
44,753
|
Gross profit
|
9,459
|
791
|
16,560
|
1,909
|
-
|
28,719
|
Pre IFRS 16 Adjusted site level
EBITDA
|
5,631
|
791
|
5,246
|
1,905
|
-
|
13,573
|
Site level EBITDA margin
|
42%
|
100%
|
18%
|
100%
|
|
30%
|
Centrally incurred costs
|
(480)
|
(94)
|
(103)
|
(27)
|
(7,350)
|
(8,054)
|
Pre-IFRS Adjusted EBITDA
|
5,151
|
697
|
5,143
|
1,878
|
(7,350)
|
5,519
|
IFRS adjustments (net of
pre-opening)
|
564
|
-
|
1,954
|
-
|
-
|
2,518
|
Post IFRS 16 Adjusted EBITDA
|
5,715
|
697
|
7,097
|
1,878
|
(7,350)
|
8,037
|
2022
|
Escape Hunt®
|
Escape
Hunt®
|
Boom
|
Boom
|
|
2022
|
|
Owned
|
Franchise
|
Owned
|
Franchise
|
Unallocated
|
£'000
|
Sales
|
9,773
|
703
|
9,501
|
2,857
|
-
|
22,834
|
Gross profit
|
(2,990)
|
-
|
(4,541)
|
(591)
|
-
|
(8,122)
|
Pre IFRS 16 Adjusted site level
EBITDA
|
4,095
|
703
|
1,270
|
2,279
|
-
|
8,347
|
Site level EBITDA margin
|
42%
|
100%
|
13%
|
80%
|
|
37%
|
Other income
|
141
|
-
|
-
|
-
|
6
|
147
|
Centrally incurred costs
|
(63)
|
(134)
|
(188)
|
(105)
|
(5,449)
|
(5,939)
|
Pre-IFRS Adjusted EBITDA
|
4,173
|
569
|
1,082
|
2,174
|
(5,443)
|
2,555
|
IFRS adjustments (net of
pre-opening)
|
613
|
-
|
787
|
-
|
-
|
1,400
|
Post IFRS 16 Adjusted EBITDA
|
4,786
|
569
|
1,869
|
2,174
|
(5,443)
|
3,955
|
Central costs of £8.1m reflect the
full year effects of growth in 2022 to support the larger estate,
covering operations, marketing, finance and other support functions
as well as further growth in 2023 commensurate with the addition of
further sites. There has also been an impact from inflation
as salaries and other central costs have risen in line with market
rates.
Interest costs of £294k reflect
the fit out, finance lease and vendor finance
utilised.
Unaudited Group operating profit
was £1.5m (2022: £1.3m). Loss before tax was £0.5m leading to
a basic loss per share of 0.26p. (2022: 0.66p loss) Note that
the 2022 results included a £6.2m gain on revaluation of contingent
consideration relating to the earn out payment for
Boom.
Cashflow
The Group generated £9.5m of cash
from operations (2022: £3.3m). £6.9m was invested in plant
and equipment and intangibles. This comprised total
investment of £5.3m within Boom owner-operated sites and £1.4m in
Escape Hunt® owner operated sites.
Within Boom, a total of £3.4m
related to investment in new sites, including final capex on sites
opened in late 2022, but principally the new sites opened during
the year in Dubai, Canterbury and Southend. £1.0m was
directed to existing sites to make improvements and expand
capacity, which has provided very attractive returns, £0.7m
reflects maintenance capex, and £0.2m reflects the conversion of
operating leases on certain games to finance leases following a
re-negotiation with the supplier.
A total of £1.4m was invested into
Escape Hunt® of which £0.9m was invested in new sites, including
Woking (£0.5m) and games pre-ordered for further new sites planned
in Glasgow and Cambridge. £0.3m was invested in extending existing
sites through the addition of new rooms, and £0.2m represented
maintenance capex.
£600k was paid for the second
deferred consideration instalment for the acquisition of Boom
Cardiff (shown within movements in provisions), whilst the final
deferred consideration payment of £360k was paid relating to the
original Boom acquisition. In total, £2.1m of debt repayments were
made (inclusive of the Cardiff and MFT Capital deferred
consideration payments), whilst £2.2m of new debt was raised
(excluding vendor finance), comprising £0.8m fit-out finance, £1.2m
of bank and other borrowings and £0.2m of equipment rentals treated
as finance leases.
The acquisitions of Boom
franchises in Chelmsford, Ealing, Liverpool, Glasgow and Watford
were all partly funded by vendor loans such that the acquisitions
led to only a modest outflow of cash of £61k on completion as the
Group received the benefit of existing cash balances totalling
£236k. Vendor loans in respect of the acquisitions made
during the year totalled £2.1m. £1.5m of vendor loans
remained outstanding at 31 December 2023.
Cash at 31 December 2023 was £4.4m
(31 Dec 2022: £3.2m), and net debt/net cash, excluding IFRS 16
lease liabilities was £0.0m (2022: net cash £0.8m).
Balance sheet
As mentioned above, the Group has
utilised various forms of funding to finance the ongoing expansion
of the estate both through building new sites and the buy-back of
franchise sites. As a result, gross debt inclusive of
provisions for deferred consideration increased from £2.4m to
£4.5m.
Net assets as at 31 December 2023
were £24.5m (31 December 2022: £21.6m). Group net debt was
£0.0m (31 Dec 2022: net cash £0.8m).
As announced on 4 August 2023, the
Company's year-end has been moved to 31 March. As a result,
the Group's current financial year will comprise 15 months from 1
January 2023 to 31 March 2024. Following these unaudited
interim results for the twelve months to 31 December 2023, the
Board intends to report as follows, in each case with appropriate
comparatives:
· Audited final results for the fifteen months to 31 March 2024
- publication by 30 September 2024
· Unaudited interim results for the six months to 30 September
2024 - publication by 31 December 2024
POST PERIOD END TRADING AND OUTLOOK
Both Escape Hunt® and Boom Battle
Bar® have continued to deliver strong like for like sales growth in
the first 10 weeks of 2024 (11% and 9% respectively), and the new
sites and recently acquired former franchise sites are performing
in line our anticipated maturity profiles. As we have come to
expect, half term in February proved particularly successful for
Escape Hunt, and at Boom, the operational focus over the last 12
months continues to yield the margin and customer improvements that
were targeted. We remain confident about the outlook for the
business and the board is confident that the results to 31 March
2024 will be in line with market expectations.
Richard Harpham
Chief Executive Officer
19 March 2024
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 twelve months and their impact
on the condensed consolidated interim financial information, and a
description of the principal risks and uncertainties for the
remaining three months of the financial year; and
|
·
|
material related-party
transactions in the first twelve months and any material changes in
the related-party transactions described in the last Annual
Report.
|
The directors of XP Factory plc
are listed on page 33 of this 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 TWELVE MONTHS ENDED 31 December 2023
|
|
|
|
Twelve months
ended
|
Twelve months
ended
|
|
|
|
|
|
31 Dec
2023
|
31 Dec
2022
|
|
|
Note
|
|
|
Unaudited
|
Audited
|
|
Continuing operations
|
|
|
|
£'000
|
£'000
|
|
Revenue
|
|
|
|
44,574
|
22,834
|
|
Cost of sales
|
|
|
|
(16,034)
|
(8,122)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
|
28,720
|
14,712
|
|
Other income
|
|
|
|
42
|
74
|
|
Fair Value adjustment on contingent
consideration
|
|
|
|
(312)
|
6,210
|
|
Administrative expenses
|
|
|
|
(26,999)
|
(19,724)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit
|
|
|
|
1,451
|
1,272
|
|
|
|
|
|
|
|
|
Adjusted EBITDA
|
|
|
|
8,037
|
3,954
|
|
Amortisation of
intangibles
|
|
|
|
(712)
|
(886)
|
|
Depreciation of tangible fixed
assets
|
|
|
|
(2,731)
|
(2,825)
|
|
Depreciation of Right of Use
assets
|
|
|
|
(1,934)
|
(1,453)
|
|
Rent credits / concessions
recognised
|
|
|
|
-
|
33
|
|
Loss on disposal of tangible
assets
|
|
|
|
(89)
|
(126)
|
|
Profit on closure/modification of
leases
|
|
|
|
-
|
90
|
|
Branch closure costs and other
exceptional costs
|
|
|
|
(57)
|
(399)
|
|
Branch pre-opening costs
|
|
|
|
(734)
|
(2,018)
|
|
Provision against loan to
franchisee
|
|
|
|
4
|
(26)
|
|
Foreign currency gains /
(losses)
|
|
|
|
18
|
(1,133)
|
|
Fair value movement on contingent
consideration
|
|
|
|
(312)
|
6,210
|
|
IFRS 9 provision for guarantee
losses
|
|
|
|
24
|
(68)
|
|
Share-based payment
expense
|
|
|
|
(63)
|
(81)
|
|
Operating profit
|
|
|
|
1,451
|
1,272
|
|
|
|
|
|
|
|
|
Interest received
|
|
|
|
144
|
82
|
|
Interest expense
|
|
|
|
(294)
|
(1,374)
|
|
Lease finance charges
|
13
|
|
|
(1,836)
|
(1,086)
|
|
|
|
|
|
|
|
|
Loss before taxation
|
|
|
|
(535)
|
(1,106)
|
|
Taxation
|
7
|
|
|
104
|
112
|
|
|
|
|
|
|
|
|
Loss after taxation
|
|
|
|
(431)
|
(994)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income:
|
|
|
|
|
|
|
Items that may or will be
reclassified to profit or loss:
|
|
|
|
|
|
|
Exchange differences on translation
of foreign operations
|
|
|
|
(169)
|
363
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss
|
|
|
|
(600)
|
(631)
|
|
|
|
|
|
|
|
|
Loss attributable to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity holders of XP Factory
plc
|
|
|
|
(431)
|
(994)
|
|
|
|
|
|
(431)
|
(994)
|
|
|
|
|
|
|
|
|
Total comprehensive loss attributable to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity holders of XP Factory
plc
|
|
|
|
(600)
|
(631)
|
|
|
|
|
|
(600)
|
(631)
|
|
|
|
|
|
|
|
|
Loss per share attributable to
equity holders:
|
|
|
|
|
|
|
Basic (Pence)
|
6
|
|
|
(0.26)
|
(0.66)
|
|
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL
POSITION
AS
AT 31 December 2023
|
|
|
|
|
|
|
|
|
As at
20122012
|
|
As at
20122012
|
|
|
|
|
31
December
|
|
31
December
|
|
|
|
|
2023
|
|
2022
|
|
Note
|
|
|
Unaudited
|
|
Audited
|
|
|
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
Non-current assets
|
|
|
|
|
|
|
Property, plant and
equipment
|
8
|
|
|
19,419
|
|
12,753
|
Right-of-use assets
|
9
|
|
|
20,329
|
|
17,842
|
Intangible assets
|
10
|
|
|
23,653
|
|
22,696
|
Finance lease receivable
|
9
|
|
|
1,366
|
|
1,273
|
Rent deposits
|
|
|
|
60
|
|
61
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
64,827
|
|
54,625
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
Inventories
|
|
|
|
435
1,5941,
|
|
323
|
Trade receivables
|
|
|
|
897
|
|
1,934
|
Other receivables and
prepayments
|
|
|
|
2,140
|
|
1,839
|
Cash and bank balances
|
|
|
|
4,431
|
|
3,189
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,903
|
|
7,285
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
|
|
73,034
|
|
61,910
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
Trade payables
|
|
|
|
3,157
|
|
1,837
|
Contract liabilities
|
|
|
|
2,095
|
|
1,029
|
Loans
|
14
|
|
|
2,185
|
|
1,057
|
Lease liabilities
|
13
|
|
|
1,819
|
|
1,073
|
Other payables and
accruals
|
|
|
|
7,248
|
|
5,259
|
Provisions
|
12
|
|
|
41
|
|
4,970
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,545
|
|
15,215
15,225
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT
31 DECEMBER 2022 (continued)
|
|
|
|
|
As at
|
|
As at
|
|
|
|
|
|
31
December
|
|
31
December
|
|
|
|
|
|
2022
|
|
2022
|
|
Note
|
|
|
|
Unaudited
|
|
Audited
|
|
|
|
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
|
|
|
Contract liabilities
|
|
|
|
|
74
|
|
455
|
Provisions
|
12
|
|
|
|
525
|
|
413
|
Loans
|
14
|
|
|
|
2,269
|
|
423
|
Deferred tax liability
|
|
|
|
|
337
|
|
832
|
Lease liabilities
|
13
|
|
|
|
27,495
|
|
22,965
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,700
|
|
25,088
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES
|
|
|
|
|
47,245
|
|
40,313
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET ASSETS
|
|
|
|
|
25,485
|
|
21,597
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EQUITY
|
|
|
|
|
|
|
|
Capital and reserves attributable to equity holders of XP
Factory plc
|
|
|
|
|
|
|
|
Share capital
|
15
|
|
|
|
2,182
|
|
1,883
|
Share premium account
|
|
|
|
|
48,832
|
|
44,705
|
Merger relief reserve
|
|
|
|
|
4,756
|
|
4,756
|
Accumulated losses
|
|
|
|
|
(30,742)
|
|
(30,312)
|
Currency translation
reserve
|
|
|
|
|
110
|
|
279
|
Capital redemption
reserve
|
|
|
|
|
46
|
|
46
|
Share-based payment
reserve
|
|
|
|
|
301
|
|
240
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL EQUITY
|
|
|
|
25,485
|
|
21,597
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN
EQUITY
|
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
|
Twelve months ended
31 December
2023
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
£'000
|
£'000
|
£'000
|
Balance as at
1
January 2023
|
1,883
|
44,705
|
4,756
|
279
|
46
|
240
|
-
|
(30,312)
|
21,597
|
Loss for the period
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(431)
|
(431)
|
Other comprehensive
income
|
-
|
-
|
-
|
(169)
|
-
|
-
|
-
|
-
|
(169)
|
Total comprehensive loss
|
-
|
-
|
-
|
(169)
|
-
|
-
|
-
|
(431)
|
(600)
|
Issue of shares
|
299
|
4,127
|
-
|
-
|
-
|
-
|
-
|
-
|
4,426
|
Share-based payment
charge
|
-
|
-
|
-
|
-
|
-
|
62
|
-
|
-
|
62
|
Transactions with owners
|
299
|
4,127
|
-
|
-
|
-
|
62
|
-
|
-
|
4,488
|
Balance as at 31 December 2023
|
2,182
|
48,832
|
4,756
|
110
|
46
|
301
|
-
|
(30,742)
|
25,485
|
|
|
|
|
|
|
|
|
|
|
Twelve months ended
31 December
2022
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
Balance as at
1
January 2022
|
1,825
|
44,366
|
4,756
|
(83)
|
46
|
158
|
68
|
(29,318)
|
21,817
|
Loss for the period
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(994)
|
(994)
|
Other comprehensive
income
|
-
|
-
|
-
|
363
|
-
|
-
|
-
|
-
|
363
|
Total comprehensive loss
|
-
|
-
|
-
|
363
|
-
|
-
|
-
|
(994)
|
(631)
|
|
|
|
|
|
|
|
|
|
|
Issue of shares
|
3
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
3
|
Redemption of convertible loan
notes
|
55
|
339
|
-
|
-
|
-
|
-
|
(68)
|
-
|
326
|
Share-based payment
charge
|
-
|
-
|
-
|
-
|
-
|
82
|
-
|
-
|
82
|
Transactions with owners
|
58
|
339
|
-
|
-
|
-
|
82
|
(68)
|
-
|
411
|
Balance as at 31 December 2022
|
1,883
|
44,705
|
4,756
|
279
|
46
|
240
|
-
|
(30,312)
|
21,597
|
CONDENSED CONSOLIDATED STATEMENT OF CASH
FLOWS
FOR
THE TWELVE MONTHS ENDED 31 December 2022
|
|
|
|
|
|
Twelve months
ended
|
Twelve months
ended
|
|
|
|
|
|
|
31 December
2023
|
31 December
2022
|
|
|
|
|
|
|
Unaudited
|
Audited
|
Cash flows from operating activities
|
Note
|
|
|
|
|
£'000
|
£'000
|
Loss before income tax
|
|
|
|
|
|
(535)
|
(1,106)
|
Adjustments:
|
|
|
|
|
|
|
|
Depreciation of property, plant
and equipment
|
8
|
|
|
|
|
2,731
|
2,825
|
Depreciation of right-of-use
assets
|
9
|
|
|
|
|
1,934
|
1,453
|
Amortisation of intangible
assets
|
10
|
|
|
|
|
712
|
886
|
Fair Value movement on contingent
consideration
|
|
|
|
|
|
312
|
(6,210)
|
Provision against non-current
assets
|
|
|
|
|
|
(4)
|
26
|
Loss on write-off of property,
plant and equipment
|
|
|
|
|
|
89
|
126
|
Share-based payment
expense
|
|
|
|
|
|
|
81
|
Foreign currency
movements
|
|
|
|
|
|
(179)
|
348
|
Lease interest charges
|
12
|
|
|
|
|
1,836
|
1,086
|
Rent concessions
received
|
12
|
|
|
|
|
-
|
(33)
|
Profit on closure/modification of
leases
|
|
|
|
|
|
-
|
(90)
|
Interest expense /
(income)
|
|
|
|
|
|
151
|
1,292
|
|
|
|
|
|
|
|
|
Operating cash flow before working
capital changes
|
|
|
|
|
|
7,109
|
684
|
Decrease in trade and other
receivables
|
|
|
|
|
|
805
|
1,359
|
Increase in stock and
WIP
|
|
|
|
|
|
(48)
|
184
|
Increase in trade and other
payables
|
|
|
|
|
|
2,646
|
1,571
|
Increase in provisions
|
|
|
|
|
|
(816)
|
(160)
|
Increase / (decrease) in deferred
income
|
|
|
|
|
|
(201)
|
(317)
|
Cash generated / (used) in
operations
|
|
|
|
|
|
9,495
|
3,321
|
Income taxes paid
|
|
|
|
|
|
17
|
-
|
|
|
|
|
|
|
|
|
Net cash generated / (used) in operating
activities
|
|
|
|
|
|
9,512
|
3,321
|
|
|
|
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
Purchase of property, plant and
equipment
|
8
|
|
|
|
|
(6,750)
|
(8,998)
|
Landlord incentive
received
|
|
|
|
|
|
500
|
2,914
|
Purchase of intangibles
|
10
|
|
|
|
|
(181)
|
(217)
|
Payment of deposits
|
|
|
|
|
|
-
|
(16)
|
Movement in Loans advanced to
franchisees
|
|
|
|
|
|
-
|
84
|
Acquisition of subsidiary, net of
cash acquired
|
|
|
|
|
|
(64)
|
(436)
|
Interest received
|
|
|
|
|
|
103
|
82
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
|
|
|
(6,392)
|
(6,587)
|
|
|
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
Proceeds from issue of ordinary
shares
|
13
|
|
|
|
|
-
|
6
|
Interest payments
|
|
|
|
|
|
(346)
|
(147)
|
Finance lease interest
payments
|
12
|
|
|
|
|
(464)
|
(444)
|
Finance lease capital
payments
|
12
|
|
|
|
|
(1,850)
|
(741)
|
Movements on loans
|
|
|
|
|
|
790
|
(451)
|
|
|
|
|
|
|
|
|
Net cash generated / (used) from financing
activities
|
|
|
|
|
|
(1,870)
|
(1,777)
|
|
|
|
|
|
|
|
|
Net increase / (decrease) in cash and bank
balances
|
|
|
|
|
|
1,250
|
(5,043)
|
Cash and cash equivalents at
beginning of period
|
|
|
|
|
|
3,189
|
8,225
|
Exchange rate changes on cash held
in foreign currencies
|
|
|
|
|
|
(8)
|
7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3
|
Cash and cash equivalents at end of period
|
|
|
|
|
|
4,431
|
3,189
|
NOTES TO THE UNAUDITED INTERIM REPORT
FOR
THE TWELVE MONTHS ENDED 31 December 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
Ground Floor and Basement Level, 70-88 Oxford Street, London,
England, W1D 1BS.
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 2022 annual
report. The statutory financial statements for the year ended 31
December 2022 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
19 March 2024.
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-nine-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
2022, 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, comprising 22 sites, where all
franchised branches are operating under effectively the same
model;
2. The
Escape Hunt® owner-operated branch business, which as at 31
December 2023 consisted of 21 Escape Hunt® sites in the UK, one in
Dubai, one in Paris and one in Brussels;
3. The Boom
Battle Bar® franchise business, comprising 11 sites, 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 31 December 2022
comprised 19 Boom Battle Bar® sites in the.
The Group operates on a global
basis. As at 31 December 2023, 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
operated
|
Escape Hunt®
Franchise
|
Boom Owner
operated
|
Boom
Franchise
|
Unallocated
|
Total
|
Twelve months ended 31 December 2023
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
Revenue
|
|
13,470
|
791
|
28,584
|
1,909
|
-
|
44,754
|
Cost of sales
|
|
(4,011)
|
-
|
(12,023)
|
-
|
-
|
(16,034)
|
Gross profit
|
|
9,459
|
791
|
16,561
|
1,909
|
-
|
28,720
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Site level operating
costs
|
|
(4,162)
|
-
|
(11,984)
|
-
|
-
|
(16,146)
|
Other income
|
|
29
|
-
|
6
|
-
|
-
|
35
|
IFRS 16 Adjustment
|
|
710
|
-
|
1,954
|
-
|
-
|
2,664
|
IFRS 16 Adjustment -
pre-opening
|
|
|
|
27
|
|
|
27
|
Site level EBITDA
|
|
6,036
|
791
|
6,564
|
1,909
|
-
|
15,300
|
|
|
|
|
|
|
|
|
Centrally incurred
overheads
|
|
(524)
|
(133)
|
(59)
|
(28)
|
(7,735)
|
(8,479)
|
Depreciation and
amortisation
|
|
(1,862)
|
(136)
|
(2,973)
|
(357)
|
(49)
|
(5,377)
|
Other Income
|
|
-
|
-
|
-
|
-
|
7
|
7
|
Operating profit / (loss)
|
|
3,650
|
522
|
3,532
|
1,524
|
(7,777)
|
1,451
|
|
|
|
|
|
|
|
|
Adjusted EBITDA
|
|
5,716
|
696
|
7,098
|
1,878
|
(7,351)
|
8,037
|
Depreciation and
amortisation
|
|
(941)
|
(136)
|
(1,960)
|
(357)
|
(49)
|
(3,443)
|
Depreciation of right-of-use
assets
|
|
(921)
|
-
|
(1,013)
|
-
|
-
|
(1,934)
|
Exceptional professional and
branch closures
|
|
(46)
|
-
|
14
|
(1)
|
(24)
|
(57)
|
Pre-opening costs
|
|
(117)
|
-
|
(617)
|
-
|
-
|
(734)
|
Provision against guarantee
losses
|
|
-
|
-
|
-
|
-
|
24
|
24
|
Reverse provision against loan to
franchisee
|
|
-
|
-
|
-
|
4
|
-
|
4
|
Fair Value Adjustment on
Contingent consideration
|
|
-
|
-
|
-
|
-
|
(312)
|
(312)
|
Loss on disposal of
assets
|
|
(41)
|
-
|
(46)
|
-
|
(2)
|
(89)
|
Foreign currency gains
|
|
-
|
(38)
|
56
|
-
|
-
|
18
|
Share-based payment
expenses
|
|
-
|
-
|
-
|
-
|
(63)
|
(63)
|
Operating profit
|
|
3,650
|
522
|
3,532
|
1,524
|
(7,777)
|
1,451
|
Interest income
|
|
|
|
|
|
144
|
144
|
Interest expense
|
|
|
|
|
|
(294)
|
(294)
|
Finance lease charges
|
|
(298)
|
-
|
(1,538)
|
-
|
-
|
(1,836)
|
Profit/(loss) from operations
before tax
|
|
3,352
|
522
|
1,994
|
1,524
|
(7,927)
|
(535)
|
Taxation
|
|
(6)
|
3
|
24
|
83
|
-
|
104
|
Profit / (loss) for the
period
|
|
3,346
|
525
|
2,018
|
1,607
|
(7,927)
|
(431)
|
|
|
|
|
|
|
|
|
Other
information:
|
|
|
|
|
|
|
|
Non-current assets
|
|
7,200
|
89
|
33,503
|
2,662
|
21,373
|
64,827
|
|
|
Escape Hunt®
Owner
operated
|
Escape Hunt®
Franchise
|
Boom Owner
operated
|
Boom
Franchise
|
Unallocated
|
Total
|
Twelve months ended 31 December 2022
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
Revenue
|
|
9,773
|
703
|
9,501
|
2,857
|
-
|
22,834
|
Cost of sales
|
|
(2,990)
|
-
|
(4,541)
|
(591)
|
-
|
(8,122)
|
Gross profit
|
|
6,783
|
703
|
4,960
|
2,266
|
-
|
14,712
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Site level operating
costs
|
|
(3,227)
|
-
|
(6,008)
|
-
|
-
|
(9,235)
|
Other income
|
|
141
|
-
|
-
|
-
|
-
|
141
|
IFRS 16 Adjustment
|
|
666
|
-
|
1,399
|
-
|
-
|
2,065
|
Site level EBITDA
|
|
4,363
|
703
|
351
|
2,266
|
-
|
7,683
|
|
|
|
|
|
|
|
|
Centrally incurred
overheads
|
|
(156)
|
(188)
|
(188)
|
(173)
|
(6,847)
|
(7,552)
|
Depreciation and
amortisation
|
|
(2,552)
|
(136)
|
(1,798)
|
(439)
|
(240)
|
(5,165)
|
Other income
|
|
-
|
-
|
-
|
-
|
6,216
|
6,216
|
IFRS16 adjustment
|
|
90
|
-
|
-
|
-
|
-
|
90
|
Operating profit / (loss)
|
|
1,745
|
379
|
(1,635)
|
1,654
|
(871)
|
1,272
|
|
|
|
|
|
|
|
|
Adjusted EBITDA
|
|
4,782
|
569
|
1,870
|
2,174
|
(5,440)
|
3,955
|
Depreciation and
amortisation
|
|
(2,102)
|
(136)
|
(795)
|
(439)
|
(240)
|
(3,712)
|
Depreciation of right-of-use
assets
|
|
(450)
|
-
|
(1,003)
|
-
|
-
|
(1,453)
|
Exceptional professional and
branch closures
|
|
(107)
|
(31)
|
(64)
|
(13)
|
(184)
|
(399)
|
Profit on closure / modification
of leases
|
|
90
|
-
|
-
|
-
|
-
|
90
|
Pre-opening costs
|
|
(375)
|
-
|
(1,643)
|
-
|
-
|
(2,018)
|
Provision against loan to
franchisee
|
|
-
|
(26)
|
-
|
-
|
-
|
(26)
|
Provision against guarantee
losses
|
|
-
|
-
|
-
|
(68)
|
-
|
(68)
|
Fair Value Adjustment on
Contingent consideration
|
|
-
|
-
|
-
|
-
|
6,210
|
6,210
|
Loss on disposal of
assets
|
|
(126)
|
-
|
-
|
-
|
-
|
(126)
|
Foreign currency gains
|
|
-
|
4
|
-
|
-
|
(1,137)
|
(1,133)
|
Rent credits recognised in
year
|
|
33
|
-
|
-
|
-
|
-
|
33
|
Share-based payment
expenses
|
|
-
|
-
|
-
|
-
|
(81)
|
(81)
|
Operating profit
|
|
1,745
|
380
|
(1,635)
|
1,654
|
(872)
|
1,272
|
Interest income /
expense
|
|
-
|
-
|
(56)
|
39
|
(1,275)
|
(1,292)
|
Finance lease charges
|
|
(229)
|
-
|
(857)
|
-
|
-
|
(1,086)
|
Profit/(loss) from operations
before tax
|
|
1,516
|
380
|
(2,548)
|
1,693
|
(2,147)
|
(1,106)
|
Taxation
|
|
-
|
2
|
-
|
110
|
-
|
112
|
Profit / (loss) for the period
|
|
1,516
|
382
|
(2,548)
|
1,803
|
(2,147)
|
(994)
|
|
|
|
|
|
|
|
|
Other
information:
|
|
|
|
|
|
|
|
Non-current assets
|
|
6,851
|
195
|
24,473
|
4,559
|
18,247
|
54,325
|
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.
|
Twelve
months
|
Twelve
months
|
|
ended
|
ended
|
|
31
December
|
31
December
|
|
2023
|
2022
|
|
Unaudited
|
Audited
|
|
£
|
£
|
Loss after tax (£000)
|
(431)
|
(994)
|
Weighted average number of
shares:
|
|
|
-
Basic and diluted
|
162,955,895
|
150,043,518
|
Loss per share (pence)
|
|
|
- Basic and diluted
|
(0.26)
|
(0.66)
|
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 £24.5m
as at 31 December 2023 (31 Dec 2022: £22.4m) 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 £6.1m (31 Dec 2022:
£5.6m).
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 2022
|
13,190
|
51
|
325
|
1,609
|
6,761
|
21936
|
Additions arising from
purchases
|
3,016
|
28
|
282
|
1,238
|
2,186
|
6,750
|
Disposals
|
(201)
|
-
|
(8)
|
(129)
|
(89)
|
(427)
|
Additions arising from
acquisition
|
2,026
|
25
|
28
|
373
|
246
|
2,698
|
Reclassification
|
400
|
-
|
-
|
-
|
-
|
400
|
Conversion differences
|
(27)
|
-
|
(1)
|
13
|
5
|
(10)
|
As at 31 December 2023
|
18,404
|
104
|
626
|
3,104
|
9,109
|
31,347
|
|
|
|
|
|
|
|
Accumulated depreciation
|
|
|
|
|
|
|
At 31 December 2022
|
(4,167)
|
(50)
|
(147)
|
(528)
|
(4,291)
|
(9,183)
|
Depreciation charge
|
(1,469)
|
(3)
|
(108)
|
(383)
|
(769)
|
(2,732)
|
Disposals
|
180
|
-
|
8
|
110
|
41
|
339
|
Additions arising from
acquisitions
|
(340)
|
(4)
|
(2)
|
(29)
|
(7)
|
(382)
|
Conversion differences
|
35
|
1
|
2
|
(10)
|
2
|
30
|
As at 31 December
2023
|
(5,761)
|
(56)
|
(247)
|
(840)
|
(5,024)
|
(11,928)
|
|
|
|
|
|
|
|
Carrying amounts
|
|
|
|
|
|
|
At 31 December 2022
|
9,023
|
1
|
178
|
1,081
|
2,470
|
12,753
|
At 31 December 2023
|
12,643
|
48
|
379
|
2,264
|
4,085
|
19,419
|
9.
Right-of-use
assets
|
As at
31 December
2023
|
As at
31 Dec
2022
|
|
£'000
|
£'000
|
Land and buildings - right-of-use
asset cost b/f
|
20,484
|
8,920
|
Closures / leases ended for
renegotiation during the period
|
-
|
(411)
|
Additions during the year,
including through acquisition
|
5,634
|
15,018
|
Lease incentives
|
(1,213)
|
(2,914)
|
Less: Accumulated depreciation
b/f
|
(2,642)
|
(1,318)
|
Depreciation charged for the
period
|
(1,934)
|
(1,453)
|
Net book value
|
20,329
|
17,842
|
|
|
|
The additions in the period relate
to new leases signed together with leases recognised under IFRS 16
at the point of acquisition. The Group leases land and buildings
for Escape Hunt® and Boom Battle Bar® 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.
During 2022 the Group entered into
a lease on a premises in Bournemouth where a portion of the
property is sub-let to a Boom franchisee. The total value of
the master lease is recognised within lease liabilities whilst the
underlease has been recognised as a finance lease
receivable.
Finance lease receivable
|
Year ended
31 December
2023
|
Year ended
31 Dec
2022
|
|
£'000
|
£'000
|
|
|
|
Balance at beginning of
period
|
1,273
|
-
|
Additions during the
year
|
-
|
1,234
|
Interest charged
|
93
|
39
|
Payments received
|
-
|
-
|
Balance at end of
period
|
1,366
|
1,273
|
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 2022
|
19,640
|
86
|
10,195
|
1,864
|
4,623
|
100
|
377
|
36,885
|
Additions
|
-
|
-
|
-
|
101
|
-
|
-
|
80
|
181
|
Disposals
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Additions arising from
acquisition
|
1,785
|
-
|
-
|
-
|
-
|
-
|
-
|
1,785
|
Re-analysis
|
1,339
|
-
|
-
|
-
|
(1,636)
|
-
|
-
|
(297)
|
Conversion differences
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
0
|
As at 31 December 2023
|
22,764
|
86
|
10,195
|
1,965
|
2,987
|
100
|
457
|
38,554
|
|
|
|
|
|
|
|
|
|
Accumulated amortisation
|
|
|
|
|
|
|
|
|
At 31 December 2022
|
(1,393)
|
(73)
|
(10,195)
|
(971)
|
(1,143)
|
(100)
|
(314)
|
(14,189)
|
Amortisation
|
-
|
(7)
|
-
|
(206)
|
(460)
|
-
|
(38)
|
(712)
|
Disposals
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Additions arising from
acquisitions
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Conversion Differences
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
At 31 December 2023
|
(1,393)
|
(80)
|
(10,195)
|
(1,177)
|
(1,603)
|
(100)
|
(352)
|
(14,901)
|
|
|
|
|
|
|
|
|
|
Carrying amounts
|
|
|
|
|
|
|
|
|
At 31 December 2022
|
18,247
|
13
|
-
|
893
|
3,480
|
-
|
63
|
22,696
|
|
|
|
|
|
|
|
|
|
At
31 December 2023
|
21,371
|
6
|
-
|
788
|
1,384
|
-
|
105
|
23,653
|
11.
Business
Combinations
Acquisition of BBB Chelmsford Ltd and BBB Ealing
Limited
On 8 June 2023 XP Factory Plc
acquired 100% of the equity interest in BBB Chelmsford Limtied, and
100% of the equity interest in BBB Ealing Limited from the same
seller and thereby obtaining control of both entities. BBB
Chelmsford Ltd runs a Boom Battle Bar® site situated in Chelmsford.
BBB Ealing Ltd runs a Boom Battle Bar® site in Ealing and
previously operated as franchise sites.
The total purchase consideration
is subject to potential adjustment based on a completion accounts
process, with any adjustment being accounted for through varying
the vendor loan amount. The vendor loan carries interest at
5% and is being paid off in twenty four equal monthly
instalments. The balance payable as at 31 December 2023 was
£230.2k, which is based on an initial assessment of the completion
accounts balances. The Completion accounts are due to be
finalized on or before 1 June 2024.
The details of the business
combination and the allocation of the estimated fair value of the
consideration are as follows:
|
BBB Chelmsford
Ltd
£'000
|
BBB Ealing
Ltd
£'000
|
Total
£'000
|
Fair value of consideration transferred
|
|
|
|
Amounts settled in cash
|
78
|
7
|
85
|
Vendor loan
|
254
|
191
|
445
|
Total purchase
consideration
|
332
|
198
|
530
|
BBB Chelmsford
Ltd
|
Book Value
£'000
|
Fair Value Adjustment
£'000
|
Fair Value
£'000
|
Assets and liabilities recognised as a result of the
acquisition
|
|
|
|
Cash
|
98
|
-
|
98
|
Other receivables and
deposits
|
62
|
-
|
62
|
Property, plant and
equipment
|
630
|
-
|
630
|
Right of use assets
|
-
|
917
|
917
|
Trade payables
|
(64)
|
-
|
(64)
|
Inventory
|
15
|
|
15
|
Lease liabilities
|
-
|
(1,077)
|
(1,077)
|
Loans
|
(534)
|
-
|
(531)
|
Other payables
|
(441)
|
160
|
(281)
|
Net identifiable assets
acquired
|
(234)
|
-
|
(234)
|
Goodwill arising on
consolidation
|
-
|
566
|
566
|
Total
|
(234)
|
566
|
332
|
|
|
|
|
There were no trade receivables
present in the company as at the date of acquisition.
The excess of the total
consideration over the net identifiable assets acquired of £566k
has been analysed and it has all been recognised as goodwill. This
goodwill is primarily related to growth expectations, expected
future profitability and the expertise and experience of BBB
Chelmsford's workforce. Goodwill has been allocated to the owner
operated segment and is not expected to be deductible for tax
purposes.
BBB Chelmsford Ltd contributed
revenues of £985k and a net profit of 112k in the period between
acquisition and 31 December 2023.
BBB Ealing
Ltd
|
Book Value
£'000
|
Fair Value Adjustment
£'000
|
Fair Value
£'000
|
Assets and liabilities recognised as a result of the
acquisition
|
|
|
|
Cash
|
70
|
-
|
70
|
Other receivables and
deposits
|
12
|
-
|
172
|
Property, plant and
equipment
|
673
|
-
|
673
|
Right of use assets
|
-
|
1,177
|
1,177
|
Trade payables
|
(193)
|
-
|
(193)
|
Inventory
|
12
|
|
12
|
Lease liabilities
|
-
|
(1,483)
|
(1,483)
|
Loans
|
(426)
|
-
|
(426)
|
Other payables
|
(732)
|
306
|
(436)
|
Net identifiable assets
acquired
|
(584)
|
-
|
(584)
|
Goodwill arising on
consolidation
|
-
|
782
|
782
|
Total
|
(584)
|
782
|
198
|
|
|
|
|
There were no trade receivables
present in the company as at the date of acquisition.
The excess of the total
consideration over the net identifiable assets acquired of £782k
has been analysed and it has all been recognised as goodwill. This
goodwill is primarily related to growth expectations, expected
future profitability and the expertise and experience of BBB
Ealing's workforce. Goodwill has been allocated to the owner
operated segment and is not expected to be deductible for tax
purposes.
BBB Ealing Ltd contributed
revenues of £638k and a net loss of 42k in the period between
acquisition and 31 December 2023.
Acquisition of BBB Liverpool Ltd
Effective 1 November 2023 XP
Factory Plc acquired 100% of the equity interest in BBB Liverpool
Limited thereby obtaining control of the entity. BBB Liverpool Ltd
runs a Boom Battle Bar® site situated in Liverpool and previously
operated as a franchise site.
The total purchase consideration
is subject to potential adjustment based on a completion accounts
process, with any adjustment being accounted for through varying
the deferred consideration. The deferred consideration
carries no interest and is repayable in a single instalment at the
later of six months after completion and the date on which the
completion accounts are finalised. The deferred consideration
provided as at 31 December 2023 was £31k, which is based on an
initial assessment of the completion accounts balances.
.
The details of the business
combination and the allocation of the estimated fair value of the
consideration are as follows:
|
Total
£'000
|
Fair value of consideration transferred
|
|
Amounts settled in cash
|
69
|
Deferred consideration
|
31
|
Transfer of debt payable to XP
Factory group
|
(85)
|
Total purchase
consideration
|
15
|
BBB Liverpool
Ltd
|
Book Value
£'000
|
Fair Value Adjustment
£'000
|
Fair Value
£'000
|
Assets and liabilities recognised as a result of the
acquisition
|
|
|
|
Cash
|
6
|
-
|
6
|
Other receivables and
deposits
|
13
|
-
|
19
|
Property, plant and
equipment
|
278
|
-
|
278
|
Trade payables
|
(37)
|
-
|
(37)
|
Inventory
|
3
|
-
|
3
|
Loans
|
(132)
|
-
|
(132)
|
Other payables
|
(282)
|
112
|
(108)
|
Net identifiable assets
acquired
|
(150)
|
-
|
(38)
|
Goodwill arising on
consolidation
|
-
|
53
|
53
|
Total
|
(150)
|
165
|
15
|
|
|
|
|
There were no trade receivables
present in the company as at the date of acquisition.
The excess of the total
consideration over the net identifiable assets acquired of £54k has
been analysed and it has all been recognised as goodwill. This
goodwill is primarily related to growth expectations, expected
future profitability and the expertise and experience of BBB
Ealing's workforce. Goodwill has been allocated to the owner
operated segment and is not expected to be deductible for tax
purposes.
BBB Liverpool Ltd contributed
revenues of £145k and a net profit of 36k in the period between
acquisition and 31 December 2023.
Acquisition of BBB Five Ltd
Effective 1 November 2023 XP
Factory Plc acquired 100% of the equity interest in BBB Five
Limited thereby obtaining control of the entity. BBB Five Ltd runs
a Boom Battle Bar® site situated in Glasgow and previously operated
as a franchise site.
The total purchase consideration
is subject to potential adjustment based on a completion accounts
process, with any adjustment being accounted for through varying
the vendor loan. The vendor loan carries interest at 5% per
annum and is repayable in monthly instalments over 18 months.
The outstanding vendor consideration provided as at 31 December
2023 was £65k, which is based on an initial assessment of the
completion accounts balances. .
The details of the business
combination and the allocation of the estimated fair value of the
consideration are as follows:
|
Total
£'000
|
Fair value of consideration transferred
|
|
Amounts settled in cash
|
10
|
Vendor loan
|
65
|
Total purchase
consideration
|
75
|
BBB Five
Ltd
|
Book Value
£'000
|
Fair Value Adjustment
£'000
|
Fair Value
£'000
|
Assets and liabilities recognised as a result of the
acquisition
|
|
|
|
Cash
|
59
|
|
59
|
Other receivables and
deposits
|
3
|
|
3
|
Property, plant and
equipment
|
230
|
|
230
|
Right of use assets
|
|
1,576
|
1,576
|
Trade payables
|
(40)
|
|
(40)
|
Inventory
|
27
|
|
27
|
Lease liabilities
|
|
(1,825)
|
(1,825)
|
Loans
|
(199)
|
|
(199)
|
Other payables
|
(390)
|
249
|
(141)
|
Net identifiable assets
acquired
|
(310)
|
-
|
(310)
|
Goodwill arising on
consolidation
|
-
|
385
|
385
|
Total
|
(310)
|
385
|
75
|
|
|
|
|
There were no trade receivables
present in the company as at the date of acquisition.
The excess of the total
consideration over the net identifiable assets acquired of £782k
has been analysed and it has all been recognised as goodwill. This
goodwill is primarily related to growth expectations, expected
future profitability and the expertise and experience of BBB
Ealing's workforce. Goodwill has been allocated to the owner
operated segment and is not expected to be deductible for tax
purposes.
BBB Five Ltd contributed revenues
of £273k and a profit of 112k in the period between acquisition and
31 December 2023.
Acquisition of Boom Battle Bar
Watford
Effective 10 December 2023 XP
Factory Plc acquired the operating assets and trade relating to the
Boom Battle Bar® site in Watford ("Boom Watford").
The total purchase consideration
is subject to potential adjustment based on a completion accounts
process, with any adjustment being accounted for through varying
the vendor loan. The vendor loan carries no interest and is
repayable in monthly instalments over 24 months. The
outstanding vendor consideration provided as at 31 December 2023
was £229k, which is based on an initial assessment of the
completion accounts balances.
The details of the business
combination and the allocation of the estimated fair value of the
consideration are as follows:
|
Total
£'000
|
Fair value of consideration transferred
|
|
Amounts settled in cash
|
134
|
Vendor loan
|
229
|
Total purchase
consideration
|
363
|
Boom Battle Bar®
Watford
|
Book Value
£'000
|
Fair Value Adjustment
£'000
|
Fair Value
£'000
|
Assets and liabilities recognised as a result of the
acquisition
|
|
|
|
Other receivables and
deposits
|
9
|
-
|
9
|
Property, plant and
equipment
|
509
|
-
|
509
|
Trade payables
|
(23)
|
-
|
(23)
|
Inventory
|
7
|
-
|
7
|
Loans
|
(95)
|
-
|
(95)
|
Other payables
|
(44)
|
-
|
(44)
|
Net identifiable assets
acquired
|
363
|
-
|
363
|
Goodwill arising on
consolidation
|
-
|
-
|
-
|
Total
|
363
|
-
|
363
|
|
|
|
|
There were no trade receivables
present in the company as at the date of acquisition.
Boom Watford contributed revenues
of £93k and a profit of 35k in the period between acquisition and
31 December 2023.
12.
Provisions
|
As at
31 December
20223
|
As at 31 Dec
2022
|
|
£'000
|
£'000
|
|
|
|
Provision for contingent
consideration
|
-
|
4,113
|
Provision for deferred
consideration
|
41
|
857
|
Dilapidations
provisions
|
455
|
314
|
Provision for financial guarantee
contracts
|
70
|
94
|
Other provisions
|
-
|
5
|
Provisions at end of
period
|
566
|
5,383
|
|
|
|
Due within one year
|
41
|
4,970
|
Due after more than one
year
|
525
|
413
|
|
566
|
5,383
|
The movement on provisions in the
period can be analysed as follows:
|
|
|
|
Contingent
consideration
|
Deferred
consideration
|
Dilapi-dations
|
Financial guarantee
contracts
|
Other
|
Total
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
Cost:
|
|
|
|
|
|
|
As at 31 December 2021
|
9,056
|
637
|
162
|
26
|
5
|
9,886
|
Additions arising from
acquisition
|
-
|
600
|
-
|
-
|
-
|
600
|
Provisions recognised
|
1,267
|
-
|
152
|
68
|
-
|
1,487
|
Fair value revaluation
|
(6,210)
|
-
|
-
|
-
|
-
|
(6,210)
|
Releases recognised
|
-
|
(380)
|
-
|
-
|
-
|
(380)
|
As
at 31 December 2022
|
4,113
|
857
|
314
|
94
|
5
|
5,383
|
Additions arising from
acquisition
|
-
|
41
|
-
|
--
|
|
41
|
Provisions recognised
|
-
|
112
|
141
|
|
|
253
|
Releases in the year
|
(4,133)
|
(969)
|
-
|
(24)
|
(5)
|
(5,111)
|
As
at December 2023
|
-
|
41
|
455
|
70
|
-
|
566
|
13.
Lease
liabilities
|
Twelve months
ended
31 December
2023
|
Twelve months
ended
31 December
2022
|
|
£'000
|
£'000
|
In respect of right-of-use assets
|
|
|
Balance at beginning of
period
|
24,039
|
8,405
|
Closures / leases ended for
renegotiation during the period
|
-
|
(501)
|
Additions during the
period
|
5,734
|
16,252
|
Interest Incurred
|
1,836
|
1,086
|
Repayments during the
period
|
(2,331)
|
(1,186)
|
Rent concessions
received
|
-
|
(33)
|
Reallocated from accruals and
trade payables
|
36
|
16
|
Lease liabilities at end of
period
|
29,314
|
24,039
|
|
|
|
|
As at
31 December
2022
|
As at
30 Dec
2021
|
|
£'000
|
£'000
|
Maturity
|
|
|
< 1month
|
256
|
76
|
1 - 3 months
|
442
|
119
|
3 - 12 months
|
1,122
|
878
|
Non-current
|
27,494
|
22,965
|
Total lease liabilities
|
27,314
|
24,039
|
14.
Loans and loan
notes
|
As at
|
As at
|
|
31
December
2023
|
31
December
2022
|
|
£'000
|
£'000
|
Amounts due within one year
|
|
|
Vendor loans and loan
notes
|
996
|
472
|
Fit out finance, including
equipment finance leases
|
802
|
361
|
Bank and other
borrowings
|
387
|
224
|
|
2,185
|
1,057
|
Amounts due in more than one year:
|
|
|
Vendor loans and loan
notes
|
489
|
-
|
Fit out finance
|
838
|
333
|
Bank and other
borrowings
|
942
|
90
|
As at end of period /
year
|
2,269
|
423
|
Total at end of period /
year
|
4,454
|
1,480
|
On 22 November 2021, the Company
issued £360,000 vendor loan notes to MFT Capital Limited as part of
the consideration for the acquisition of Boom Battle Bars ("Boom
Notes"). The Boom Notes are unsecured and carry interest at 5
per cent per annum. During 2022, the redemption date for the Boom
Notes was extended to the second anniversary of the transaction in
connection with the acquisition of Boom Battle Bar® Cardiff
Limited. The acquisition of Boom East Limited (Boom Norwich) also
utilised vendor financing, of which £8k was outstanding at 31
December 2022. All these amounts were fully repaid during the
year.
During the year, the Group
acquired BBB Chelmsford Limited, BBB Ealing Ltd, BBB Liverpool
Limited, BBB Five Limited and the trade and business of Boom Battle
Bar® Watford, more details of which are set out in note 11.
Some of these acquisitions had founder loans which have been taken
on as part of the acquisitions, and in all cases part of the
purchase prices has been funded by further vendor loans.
Total vendor loans outstanding at 31 December 2023 was £1,485k.
The Group has utilised asset
backed fit-out finance and has used an unsecured loan to fund fit
outs in certain Boom and Escape Hunt® locations, has a number of
small bank loans in certain subsidiaries, and uses a loan facility
to spread the cost of insurance over the year.
15.
Share
capital
|
Twelve
months
ended
|
Year
ended
|
|
31
December
2023
|
31
December
2022
|
|
Unaudited
|
Audited
|
|
£'000
|
£'000
|
As at beginning of period /
year
-
150,633,180 (2022: 146,005,098)
Ordinary shares of 1.25 pence
each
|
1,833
|
1,825
|
Issued during the period /
year
-
23,924,420 Ordinary shares (2022: 4,628,082
Ordinary Shares)
|
299
|
58
|
As at end of period /
year
-
174,557,600 (2021: 150,633,180)
Ordinary shares of 1.25 pence
each
|
2,182
|
1,883
|
During the twelve months ended 31
December 2023 the Company issued 23,924,420 to MFT Capital Limited
in relation to the deferred earn-out consideration for the
acquisition of Boom Battle Bars, as described in the announcement
on 3 November 2021.
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 four 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 in the period up to 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 by the expiry
date, the options will expire. Options exercised will be
settled by the issue of ordinary shares in the Company.
Awards
|
#1
|
#2
|
#3
|
#4
|
Date of award
|
15-Jul-20
|
18-Nov-21
|
23-Nov-21
|
15-Dec-23
|
Date of expiry
|
15-Jul-25
|
18-Nov-26
|
23-Nov-26
|
31-Jul-30
|
Exercise price
|
7.5p
|
35.0p
|
35.0p
|
15.0p
|
Qualifying awards - number of
shares under option
|
13,333,332
|
700,001
|
533,334
|
0
|
Non-qualifying awards - number of
shares under option
|
2,400,000
|
0
|
0
|
666,666
|
First vesting price
|
11.25p
|
43.75p
|
43.75p
|
|
Second vesting price
|
18.75p
|
61.25p
|
61.25p
|
18.75p
|
Third vesting price
|
25.00p
|
70.00p
|
70.00p
|
25.00p
|
Proportion of awards vesting at
first vesting price
|
33.33%
|
33.33%
|
33.33%
|
26.25p
|
Proportion of awards vesting at
second vesting price
|
90.00%
|
90.00%
|
90.00%
|
33.33%
|
Proportion of awards vesting at
third vesting price
|
100%
|
100%
|
100%
|
90.00%
|
Options vested
|
15,733,734
|
-
|
-
|
|
As at 31 December 2023, 17,366,666
options were outstanding under the 2020 EMI Plan (31 Dec 2022:
16,700,000) exercisable at the prices shown above. No options
were exercised during the period, and no options expired or had
lapsed. As at 31 December 2023 15,733,734 options had
vested.
The sum of £45,422 has been
recognised as a share-based payment and charged to the profit and
loss during the period (2022: £68,535). 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
|
#4
|
Exercise price
|
7.5p
|
35.0p
|
35.0p
|
15.0p
|
Volatility
|
34.60%
|
31%
|
31%
|
35.0%
|
Share price at date of
award
|
7.375p
|
33.50p
|
32.00p
|
15.00p
|
Option exercise date
|
15-Jul-24
|
18-Nov-25
|
23-Nov-25
|
31-Jul-29
|
Risk free rate
|
-0.05%
|
1.55%
|
1.55%
|
3.50%
|
The performance conditions were
taken 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 31 December 2023 is
21.9 months (31 Dec 2022: 31.7 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.
In the twelve months to 31
December 2023 182,080 matching shares were awarded through the
scheme (2022: 119,831). A charge of £16.3k has been recognised
through the profit and loss account. (2022: £12.6k)
16.
Key management
personnel compensation
|
Twelve
months
ended
|
Twelve
months
ended
|
|
31
December
2023
|
31
December
2022
|
|
Unaudited
|
Unaudited
|
|
£'000
|
£'000
|
Salaries and benefits (including
directors)
|
898
|
653
|
Share-based payments
|
20
|
40
|
Social security costs
|
151
|
90
|
Other post-employment
benefits
|
18
|
26
|
Less amounts
capitalised
|
(108)
|
(85)
|
Total
|
979
|
732
|
17.
Related party
transactions
During the period under review,
the Directors are not aware of any significant transactions with
related parties (twelve months ended 31 December 2022:
nil).
18.
Subsequent
Events
There are no material subsequent
events requiring disclosure.
19.
Principal Risks
and uncertainties
A detailed description of the
principal risks and uncertainties associated with the Group can be
found on pages 25 to 28 of the 2022 Annual Report and remain
relevant at the date of this interim report. A copy of the
2022 Group Annual Report is available on the Group's website at
https://www.xpfactory.com/investors/documents
COMPANY INFORMATION
Directors
Richard Rose, Independent
Non-Executive Chairman
Richard Harpham, Chief Executive
Officer
Graham Bird, Chief Financial
Officer
Martin Shuker, Non-Executive
Director
Philip Shepherd, Non-Executive
Director
Company Secretary
Joanne Briscoe
Company number
10184316
Registered address
Boom Battle Bar® Oxford
Street
Ground Floor and Basement Level,
70-88 Oxford Street
London, England
W1D 1BS
Independent auditors
HW Fisher LLP
Acre House
11-15 William Rd
London
NW1 3ER
Nominated adviser and broker
Singer Capital Markets Advisory
LLP
One Bartholomew Lane
London
EC2N 2AX
Registrars
Link Market Services
Limited
29 Wellington Street
Leeds
LS1 4DL