TIDMBOWL

RNS Number : 0684X

Hollywood Bowl Group plc

18 December 2023

Hollywood Bowl Group plc

("Hollywood Bowl" or the "Group")

Final Results for the Year Ended 30 September 2023

EXCELLENT PERFORMANCE DRIVEN BY STRONG CUSTOMER DEMAND

AND THE SUCCESS OF THE GROUP'S FOCUSED INVESTMENT STRATEGY

Hollywood Bowl Group plc, the UK and Canada's largest ten-pin bowling operator, announces its audited results for the year ended 30 September 2023 ("FY2023").

Financial summary

Financial performance for FY2023 is compared to FY2022 statutory performance and excluding the impact of the reduced rate (TRR) of VAT on bowling received in FY2022.

 
                            FY2023         FY2022         FY2022       Movement vs 
                                                          (ex TRR      FY2022 (ex 
                                                         of VAT on     TRR of VAT 
                                                        bowling)(5)    on bowling) 
                                         (statutory) 
 
 Revenues                GBP215.1m(4)   GBP193.7m(4)    GBP185.0m        +16.2% 
 Group adjusted 
  EBITDA(1)                GBP82.7m       GBP77.5m       GBP74.5m        +11.1% 
 Group adjusted 
  EBITDA(1) pre-IFRS 
  16                       GBP64.9m       GBP60.6m       GBP57.6m        +12.7% 
 Group profit after 
  tax                      GBP34.2m       GBP37.5m       GBP30.9m        +10.7% 
 Group adjusted 
  profit after tax(2)      GBP36.8m       GBP39.4m       GBP32.8m        +12.2% 
 Free cash flow(3)         GBP29.5m       GBP34.8m       GBP34.8m        -15.4% 
 Net cash/(debt)           GBP52.5m       GBP56.1m       GBP56.1m        -6.4% 
----------------------  -------------  -------------  -------------  ------------- 
 Interim ordinary 
  dividend per share        3.27p          3.00p          3.00p          +9.0% 
 Final ordinary 
  dividend per share        8.54p          8.53p          8.53p          +0.1% 
 Special dividend 
  per share                 2.73p          3.00p          3.00p          --9.0% 
----------------------  -------------  -------------  -------------  ------------- 
 Total dividend 
  per share                 14.54p         14.53p         14.53p           0% 
 

1 Group adjusted EBITDA (earnings before interest, tax, depreciation and amortisation) is calculated as statutory operating profit plus depreciation, amortisation, impairment, loss on disposal of property, right-of-use assets, plant and equipment and software and any exceptional costs or income and is also shown pre-IFRS 16 as well as adjusted for IFRS 16. These adjustments show the underlying trade of the overall business which these costs or income can distort. The reconciliation to operating profit is set out in the Chief Financial Officer's review below.

2 Adjusted group profit before / after tax is calculated as group profit before / after tax, adding back acquisition fees of GBP0.7m (FY2022: GBP1.6m) and the non-cash expense of GBP2.0m (FY2022: GBP0.4m) related to the fair value of the earn out consideration on the Teaquinn acquisition in May 2022. Also, in FY2022 it included the deduction of the non-cash credit in relation to the Teaquinn bargain purchase of GBP39k.

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

4 Group revenue in FY2022 included a total of GBP8.8m relating to the reduced rate (TRR) of VAT on bowling. GBP5.8m of this was in respect of prior years and GBP3.0m for FY2022. FY2023 includes GBP0.3m in respect of TRR of VAT.

5 FY2022 consolidated income statement included the following in respect of TRR of VAT on bowling in the UK: Revenue GBP8.8m, gross profit GBP8.8m, administrative expenses GBP0.1m, Group adjusted EBITDA GBP3.0m, Group profit before tax GBP8.8m, Group profit after tax of GBP6.6m and Group adjusted profit after tax of GBP6.6m.

Key highlights

Excellent performance with record revenues and profitable growth

   --      +4.5% like-for-like (LFL) revenue growth compared to FY2022 

-- Record revenues of GBP215.1m, up +16.2% (FY2022 ex TRR of VAT on bowling: GBP185.0m) (FY2022: GBP193.7m)

-- Record Group adjusted EBITDA (pre-IFRS) of GBP64.9m (FY2022 ex TRR of VAT on bowling: GBP57.6m) (FY2022: GBP60.6m)

-- Group adjusted profit after tax GBP36.8m (FY2022 ex TRR of VAT on bowling: GBP32.8m) (FY2022: GBP39.4m)

Customer experience innovation increasing customer satisfaction, dwell time and spend per game with LFL growth across all UK revenue lines

   --      UK average spend per game grew 3.4% to GBP11.06 (FY2022: GBP10.69) 

-- LFL sales growth of 7.3% in Amusements following expansion of contactless payment technology and new game formats

   --      9.9% increase in food spend per game with most popular menu items still at 2019 prices 
   --      Improved net promoter score to 64% (FY2022: 61%) 

Attractive returns through investment in growing and enhancing the UK portfolio

   --      13 refurbishments / rebrands including retiring the AMF brand 

-- Three new centres opened (Hollywood Bowl Speke, Hollywood Bowl Merry Hill and Puttstars Peterborough) and one acquired post year end (Lincoln Bowl)

   --      13 Pins on Strings installed with 83% of estate now completed 

-- Solar panels installed on a further five centres, taking the total to 27 centres in the UK (38% of the UK estate)

Canada is trading well with strong momentum with growth strategy

   --      Revenues of CAD 37.3m (GBP22.5m) and LFL revenue growth of 15.1% 
   --      Canada EBITDA pre-IFRS 16 CAD 7.4m (GBP4.5m) 

-- One major refurbishment and rebrand to Splitsville delivering returns above expectations and one further refurbishment underway

-- Three centres acquired in February 2023 and two further centres acquired post year end as well as contracts exchanged on a new build in Ontario due for FY2024, taking the estate to 11 centres

Updated capital allocation policy reflecting a highly cash-generative business, robust balance sheet and confidence in outlook

   --      Ordinary dividend moves to 55% adjusted profit after tax from 50% - applied for FY2023 

-- FY2023 final ordinary dividend of 8.54 pence per share and special dividend of 2.73 pence bringing the full-year dividend to 14.54 pence per share (FY2022: 14.53 pence per share)

-- In addition, given the surplus cash at the end of FY2023 the Group has announced a share buyback programme of up to GBP10m, to commence shortly after the AGM, as per the capital allocation policy in the Chief Financial Officer's review

Outlook

Robust balance sheet and resilience to inflationary pressures

   --      Net cash at year end of GBP52.5m and fully undrawn GBP25m RCF 
   --      72% of UK revenues not subject to cost of goods inflation 

-- New UK electricity fixed price hedge up to the end of FY2027 (increase of GBP1.0m per annum) while solar panel roll out offers protection against higher energy costs

Continued focus on innovating and enhancing the customer experience while maintaining value for money offer

-- Lowest cost option of the major UK ten-pin bowling operators with a family of four able to bowl for under GBP25

-- New Group reservations platform with improved functionality and performance, due to launch in FY2024

Growing and investing in the estate in the UK and Canada

-- At least three further new centres to open in the UK in FY2024 and a strong pipeline for FY2025 and beyond

   --      At least seven UK refurbishments planned in FY2024 

-- Growing the Canada pipeline with new Ontario centre due to open in FY2024 and three new centres at legal stages

-- Three Canada rebrands and refurbs planned with roll out of UK best practice operations in Canada

-- Opportunity to add up to ten centres in Canada over the next five years, with the potential to grow the Group estate to 130+ centres across the UK and Canada by 2035

Stephen Burns, Chief Executive of Hollywood Bowl Group, commented:

"This is another excellent performance for the Group, achieved against an exceptionally strong prior year. It reflects significant customer demand, as well as the success of our customer focused strategy. Innovation of our offer has led to growth across all our revenue lines while keeping our prices low, with a family of four able to bowl for GBP25. We have continued to invest in and grow our estate, opening new centres in the UK and Canada where we see significant potential.

The strength of our balance sheet and our highly cash generative business model supports our profitable growth strategy in the UK and Canada. This includes continued investment in our estate, technology and enhancing our customer proposition, and the Board's decision to increase the pay-out ratio for our ordinary dividend to 55% from 50% of adjusted profit after tax. Longer term, we see the opportunity to grow our estate to at least 130 centres.

We have had an encouraging start to the year with people looking for ways to enjoy activities with families, friends and colleagues demonstrating the continued strong demand for high quality, great value leisure experiences.

Finally, I would like to thank all our team members for their hard work and continued focus on delivering the best experiences for our customers in the UK and Canada."

 
 Enquiries: 
 Hollywood Bowl Group PLC                            Via Teneo 
  Stephen Burns, Chief Executive Officer 
  Laurence Keen, Chief Financial Officer 
  Mat Hart, Chief Marketing and Technology Officer 
 
 Elizabeth Snow                                      Hollywoodbowl@teneo.com 
  Laura Marshall                                      +44 20 7260 2700 
  Ayo Sangobowale 
 

Chairman's statement

Hollywood Bowl Group has once again achieved another outstanding performance in FY2023. We started the financial year with real momentum, following on from an exceptional FY2022, and we have built on this to deliver another record revenue year.

This has been achieved in spite of the many and varied challenges experienced by UK businesses during the year, demonstrating the strength of our customer offer, resilience to inflationary pressures, robust balance sheet and cash-generative business. I continue to be impressed by the clarity of purpose and single-minded pursuit of excellence consistently demonstrated by all of our team members in executing the Group strategy which has led to our track record of sustained profitable growth.

The Group's financial performance in FY2023 exceeded the Board's expectations, driven by our focus on enhancing the customer experience and investment in improving the quality of our estate through our ongoing refurbishment programme. We continue to expand our footprint, through new centre openings and acquisitions both in the UK and Canada. Our planned investments in technology have supported centres' sales and yield growth, while also improving our customers' digital journey.

Our operating model drove like-for-like (LFL) sales growth across our four main revenue streams and our relatively fixed cost base helped deliver another year of strong profits. We were also able to take advantage of favourable conditions in July and August, where the unseasonable wet weather encouraged more families to seek out indoor leisure and entertainment activities, leading to our busiest ever month in the UK in August.

In light of our performance, the Board is pleased to declare a final ordinary dividend of 8.54 pence per share as well as a special dividend of 2.73 pence per share.

Furthermore, given our robust financial position, prospects and cash generation, as well as the Board's focus on delivering shareholder returns and capital efficiency, the Board has extended the Group's capital allocation policy around excess cash to include share buybacks of up to GBP10m in FY2024, alongside special dividends. The Board determined that share buybacks can provide flexibility to achieve an optimal use of cash to deliver value for shareholders and can represent an attractive investment opportunity for the Company.

Affordable fun, safe and healthy competition

We know that across, the UK families are facing cost of living challenges and so we work hard to ensure our customer offer remains compelling and to deliver our core purpose of bringing families and friends together for affordable fun and safe, healthy competition. A family of four can still enjoy an outing with us for as little as GBP25 during peak times - the best value for money of all the branded UK bowling operators.

Our amusement machines can still be enjoyed for as little as GBP1 but operational improvements in the year have enabled us to drive yield growth. Our simplified menus focus on speed, quality, consistency and value for money and although higher food and beverage costs meant we introduced some modest price increases, our most popular items haven't changed in price since 2019. Our value-for-money customer proposition has attracted more visits over the year from new and returning customers who are choosing to spend more time in our centres, boosting the spend per game.

Further investment in the UK estate

We opened three new centres in the UK during the year in Speke, Peterborough and Merry Hill, all of which are performing in line with expectations. Our refurbishment programme saw 13 centres receive successful upgrades including some centres which are on their second or third refurbishment.

Post the year end, we were also pleased to announce the acquisition of Lincoln Bowl on 2 October, which included the long leasehold. The centre meets our strict investment criteria and has 20 lanes with a bar, diner and amusements, and will be rebranded as a Hollywood Bowl in the first half of FY2024.

A new growth market

Canada is an exciting growth opportunity for the Group and we have made excellent progress since we acquired Splitsville, comprising five centres, and Striker Bowling Solutions in May 2022. We were quick to add a sixth centre, Kingston, in July 2022 and this year we acquired three bowling centres in Calgary, a strategically important location between our current centres in British Columbia and Ontario. Post the year end, we acquired a further two centres, and have recently started a new build in Ontario, due to open in FY2024.

We have also commenced our refurbishment programme in Canada, based on our UK model, with one centre completed during the year and one currently on site due to complete in H1 FY2024. The rebranded and refurbished centre in Richmond Hill has been extremely well received, attracting a broader customer base, more diverse revenue streams and higher yields, underpinning our belief in the long-term opportunity of the Canadian market.

Our initial strategic rationale for entering Canada is being reaffirmed the more we learn. The market, whilst very well established, remains highly fragmented and often under-invested, with many centres single-owned or small-group-owned businesses, providing an excellent runway for growth.

The Canadian market shares many similarities with the UK and in FY2023, we undertook a large customer research project to understand fully how we should adapt our UK operating model for the Canadian market. The results solidified our view that our operating model would be very well received and that customers are open to our high-quality family-friendly offering to sit alongside competitive bowling leagues. Where differences exist, we are able to tailor our offering accordingly. For example, there are more opportunities for the corporate offering due to a higher expectation of frequent socialising amongst work colleagues, and for school-age students in the winter months where cold weather encourages activities indoors.

Integration with the wider Group is going well with the ongoing sharing of knowledge and innovation between our UK and Canadian colleagues. Both sides make regular visits to gain greater understanding of the differing operating models, and how we can introduce 'best practice' whilst maintaining the entrepreneurial spirit that initially attracted us.

We have been developing a new Centre Manager pipeline and putting the structures in place to allow rapid development in Canada, including transferring four of our UK team members, one to help introduce our training and development programmes, two Centre Managers and one of our UK Regional Managers who started as Director of Operations in October 2023.

Board changes

In July 2023, we appointed Rachel Addison to the Board as a Non-Executive Director and as a member of the Audit, Remuneration and Nomination Committees. With c.30 years of finance and operational management experience, Rachel has held a number of senior leadership and board positions across media and technology businesses, bringing financial and operational experience, including in digital media, which will be of great value to the Group. Rachel's appointment comes at a time of change for the Board and is part of our succession planning programme. Nick Backhouse, who has been a member of the Board and Chair of the Audit Committee since the Group's listing in 2016, is due to retire by rotation at our Annual General Meeting (AGM) in January 2024. He has been a real asset to the Group and his consistent, steady advice, as well as his wise counsel, has been of great value to Hollywood Bowl Group's development.

Sustainable growth

In recognition of the importance we place on environmental and social considerations in our decision making, in FY2023 the Board formed a Corporate Responsibility Committee (CRC) consisting of Board and Executive Committee members, and chaired by Non-Executive Director Ivan Schofield. During the year the CRC established its terms of reference and worked with the long-standing Corporate Responsibility Steering Group to set the Group's net zero strategy. Having already made an early start to how we manage our direct environmental impacts - we have reduced our UK direct emissions by 62 per cent since 2016 - this year we report on our indirect Scope 3 emissions for the first time, which we estimate makes up around 90 per cent of our total emissions. It is from this baseline year that we will set science-based targets in our commitment to reach net zero by 2050. Our pathway to net zero strategy will see us build on our progress to date and continue to make sustainability-led improvements across the Group. We look forward to working closely with our UK and Canadian colleagues, and our suppliers, to make our plan a reality.

Investing in our people

Our People team has worked extremely hard this year to develop our next generation of Centre Managers, senior leaders and technicians, doubling the number of our industry-leading training and development programmes. I was delighted when the Group was once again recognised as one of The UK's 25 Best Big Companies to Work For in 2023, rising up the ranks to 12th position, and that our Hemel Hempstead support centre was given the highest 3* standard for workplace engagement.

Exciting growth opportunity

Like all businesses, we have experienced a number of external challenges in recent years, however, the Group has emerged stronger than ever and I am excited about the opportunities ahead.

Our operating model, multiple revenue streams and strong balance sheet, which includes no debt, gives us plenty of headroom to keep investing in our growth strategy. Although we are not immune from inflationary pressures, we are well insulated given our relatively fixed cost base with over 72 per cent of Group revenues not subject to cost of goods inflation.

Our unwavering focus is on keeping our leisure experiences fresh, relevant and affordable to our customers and on generating further attractive returns through investment in our customer experience. Technology continues to play a big part in this, and I am looking forward to seeing the launch of our new self-developed customer booking system later in the coming year. FY2024 will see further investment in growing and improving the quality of our estate in the UK and Canada, enhancing the customer experience through refurbishments and investment in our proprietary technology that will support the next stages of growth across both countries.

I would like to thank all our team members, suppliers, landlords, partners and investors for their support and contributions to delivering yet another outstanding year, and I look forward to sharing in our continued success.

Peter Boddy

Non-Executive Chairman

17 December 2023

Chief Executive Officer's review

A record performance

I am delighted with the Group's excellent performance in FY2023, a year in which we continue to strengthen our position as a UK market leader in competitive socialising and as one of the largest operators of ten-pin bowling centres in the world.

Hollywood Bowl Group continues to deliver sustainable, profitable growth, with total revenue of GBP215.1m, 11.0 per cent growth on FY2022 (16.2 per cent excluding the reduced rate (TRR) of VAT benefit on bowling activities in FY2022) and Group like-for-like (LFL) revenue growth of 4.5 per cent.

Our results reflect the success of our customer-focused operating model as well as our clear and consistent strategy in delivering sustainable profit growth and shareholder returns while maximising favourable trading conditions. We offer fantastic value-for-money family-friendly entertainment experiences and the efforts of all our team members ensure our customers enjoy consistent positive experiences, as reflected by our excellent customer service scores.

Our strong financial position allows us to invest in growing our high-quality portfolio domestically and internationally with new centre openings, acquisitions and our rolling refurbishment programme and rebrands. We also continue to invest in innovation and technology as a key driver of the customers' digital journey and experience.

Group adjusted profit after tax was GBP36.8m, adjusting for acquisition fees of GBP0.7m and the non-cash expense of GBP2.0m related to the fair value of the earn out consideration on the Canada acquisition in May 20222. Statutory profit after tax was GBP34.2m. Free cash flow of GBP29.5m demonstrates our cash generative business model, and net cash of GBP52.5m at the end of FY2023 enables our continued investment in the business.

Growth in all revenue lines

Against an exceptionally successful prior year, UK LFL revenue (which excludes TRR of VAT on bowling activities in FY2022) grew by 4.1 per cent, with our main revenue lines - bowling, food, drink and amusements - all showing LFL growth. Whilst our trading levels were helped by some very favourable weather in the UK, it is due to our unrelenting customer-focused operating model that we were able to take advantage of this and deliver a record year.

We saw UK LFL game volumes grow by 0.7 per cent and spend per game (excluding TRR of VAT on bowling activities in FY2022) by 3.4 per cent to GBP11.06, up from GBP10.69 in FY2022. Our dynamic pricing technology, which allows us to offer better value for customers at non-peak periods, helped drive incremental volume and carefully controlled yield enhancement, yet we still offer the best value for money and best invested product of all the branded UK bowling operators.

Food spend in the UK was up in the year showing a 9.9 per cent improvement, with our focus on speed, quality, consistency and value-for-money driving this growth. New menu items have been added in line with customer feedback and sales data, and although we have made some small changes to price to mitigate food inflationary increases, the most popular menu items were still below their 2019 price points. Our drinks range also offers excellent value-for-money. Spend on drink in the UK grew on a per game basis by 2.3 per cent, underpinned by further enhancements to the at lane ordering systems and the national rollout of a new drinks range.

Refurbishments and space optimisation projects, coupled with the expansion of contactless payment technology and new game formats, helped drive LFL sales growth of 7.3 per cent in amusements in UK centres. We have kept the price to play at GBP1 for the majority of our machines despite the significant improvement in the gaming experience but are utilising new payment technology to enhance the yield on certain games where appropriate.

We are very encouraged by the performance of our Canadian business in the first full trading year since the acquisition in May 2022. LFL revenue increased by 15.1 per cent on a constant currency basis. This underpins our belief that there is significant longer-term opportunity to add further value through leveraging our customer-led operating model, technology and digital marketing experience.

Growth strategy - investment and innovation

Our growth strategy remains unchanged. The new centre opening programme is on track in both the UK and Canada. We continue to grow LFL revenue through the improvement of the existing estate and our refurbishment programme continues to deliver above our 33 per cent returns hurdle rate.

FY2023 was a record year of investment in the estate and a very busy time for our property teams. In total, we invested GBP30.3m (excluding professional fees on acquisitions) on new centre openings, refurbishments and acquisitions.

In the UK, we were pleased to open three new centres in the year, Hollywood Bowl Speke, Hollywood Bowl Merry Hill, and Puttstars Peterborough. Lincoln Bowl was acquired on 2 October bringing our total UK estate to 71 centres.

We remain confident in our ability to deliver on our plan of an average of three new openings a year. At present we are on site at another new location and are planning to commence development at three others in early Q2 FY2024. This year will see the opening of our long-anticipated centre at the GBP70m Northern Gateway leisure complex development in Colchester, combining 26 bowling lanes, mini-golf, bar, diner and an amusement offer.

We completed 13 UK centre refurbishments, introducing the very latest design innovations and technological improvements to the sites. These refurbishments included retiring the AMF brand from the portfolio after rebranding the final two centres and space optimisation programmes at three centres: increasing amusement space at Puttstars Harrow, creating a six-lane duck-pin bowling area aimed at younger families and corporates at Puttstars Leeds and incorporating a nine-hole Puttstars in underutilised space at Hollywood Bowl Leeds. Combining offers at centres where space configuration makes it possible, is proving popular with customers, keeps our offering fresh and supports centre yield increases. All the refurbishments are delivering returns in line with expectations, with the last 13 projects averaging more than a 40 per cent return on investment. We expect to carry out between eight and ten refurbishments in FY2024.

The Pins on Strings rollout in the UK has continued, with a further 13 centres benefiting from this cost saving technology which also enhances our customer experience by significantly reducing games per stop. 54 centres now have the machines installed (83 per cent of the Group's UK bowling estate),

Investment in the digital customer journey has continued, as we refine our sales and marketing activity and online booking systems. Online sales conversions, centre yields and capacity utilisation have improved through targeted marketing and dynamic pricing. In FY2023 we have been developing our own bespoke booking system.

As our business has evolved and grown, we have become aware of the limitations of current third-party platforms and have decided to make the investment in a new modern and flexible technology platform that can evolve and support our next stage of growth. Built by our in-house development team, the open-source, multi-channel technology will integrate with our current CRM tools and improve the booking experience for our customers and team members. Now nearing completion, the new system will be launched in Q3 FY2024 in the UK and rolled out to Canada at a later date.

Canada - expansion and acquisitions

Our Canadian operations traded ahead of expectations, contributing CAD 37.3m (GBP22.5m) in revenue and over CAD 7.4m (GBP4.5m) of EBITDA on a pre-IFRS 16 basis.

We have made good progress with our growth strategy in Canada, focused on four areas:

   1.    investing in the existing estate; 
   2.    acquiring existing businesses that complement the current estate; 
   3.    opening new centres; and 
   4.    supporting the Canadian bowling market with Striker's products and services. 

The refurbishment programme is also progressing well, with one major refurbishment and rebrand to Splitsville completed and one on site. The newly refurbished centre has been very well received by customers with returns on investment performing well above our hurdle rate in Canada. Post completion, LFL revenue growth at this centre has been over 30 per cent.

This performance in Canada has been supported by insights gained from detailed customer research carried out in FY2023, which in many ways echoes the UK's customer needs. Although there are some variances, such as a greater corporate and educational emphasis, the research confirmed that our UK customer focused operating model will translate well for the Canadian market where there are significant opportunities for sector consolidation and growth.

Our pipeline of new site opportunities and acquisitions is building with several centres in the diligence process. In February 2023, we acquired three new centres in Calgary. We also exchanged contracts on a 43,000 square feet new build in Ontario featuring 24 lanes, scheduled to open in FY2024. Post the year end, we have acquired two further centres, one in Ontario and one in Vancouver, bringing us to 11 centres in Canada at the time of writing.

The Striker business continues to grow as a result of increased investment into bowling centres across the country. Revenues totalled CAD 7.1m (GBP4.3m) and the order book is strong with several large installation and maintenance projects signed to commence in FY2024.

We continue to share ideas between the businesses, adapting the UK operating model to a Canadian audience whilst maintaining the entrepreneurial spirit of the local management. In order to share best practice across the Group, we were able to sponsor four UK team members to take up permanent roles in Canada - one to head up talent development, which will be vital to growing our operations and evolving the business culture, two Centre Managers and the Director of Operations. As the Canadian operations develop, we plan to offer more opportunities for team member exchanges.

An outstanding team

We have an excellent reputation for our positive working culture and creating outstanding workplaces is one of the three pillars of our sustainability strategy. In FY2023, we refreshed our employer brand aimed at improving communications in our business, attracting a more diverse team and answering the key question of why a candidate might want to work with us. The initial insight study highlighted areas of improvement and we have been taking action to address this. The response since launch has been fantastic with significant improvements in team member engagement, social media and website traffic and job applications.

For the second year running we rank amongst one of the Top 25 UK's Best Big Companies to Work For in 2023. Our Hemel Hempstead office was awarded the top 3* rank for its working practices, placing us amongst a select few businesses. Our UK net promoter score has also increased against the previous year.

Our team members continue to impress, supported by our industry-leading in-house training and development programme. Although there continues to be considerable competition for labour in the leisure market, our exposure has been cushioned somewhat by our low exposure to the London area. Furthermore, our refreshed employer brand launched during the year has made a significant difference to our ability to attract talent. It is important that we remain competitive and therefore we increased average hourly pay for team members by over 9 per cent and Centre Manager and Assistant Centre Managers have seen salary increases of over 5 per cent during the year.

For FY2023, we will pay out over GBP2.6m in centre level management bonuses, with Centre Managers on average receiving over 64 per cent of base of pay and Assistant Centre Managers receiving over 14 per cent base of pay. Also, more than half of our hourly rate team members received bonuses measured against financial, environmental and customer satisfaction criteria, equating to GBP0.6m in total.

Sustainable growth

Running our business in a sustainable manner is a key focus for the Group and is integral to our decision making. Good progress was made across all sustainability metrics and we met our key FY2023 targets across our three sustainability pillars. The solar panel rollout bringing the total to 27 centres, further reducing our reliance on purchased electricity.

Our indirect Scope 3 emissions are published for the first time this year, which has helped us to develop our pathway to the net zero strategy and enabled us to set science-based targets (SBTs) from FY2024, using FY2023 as a baseline year.

Over the next two years, we will be aligning our Canadian operations with our UK sustainability strategy so that from FY2025 we can collectively report our environmental and social progress across the Group.

Outlook

After another year of exceptional performance, we remain focused on sustainable profitable growth and continued investment across all areas of the business. It is anticipated that the increases to national minimum (living) wage rates, which were announced in the Autumn Statement, will be c. GBP0.6m for H2 FY2024 (c. GBP1.2m annualised), whilst the other changes, such as business rates, are expected to have minimal impact. We are confident that our high-quality leisure experience offers great value for money, which is why families and friends are continuing to choose our inclusive and affordable offerings for their leisure spending.

With a strong balance sheet and a highly cash generative business model, we see the potential in the future to grow our business to at least 130 centres in the UK and Canada.

I would like to thank all our team members in the UK and Canada for their continued dedication to our customers and Hollywood Bowl Group and look forward to another successful and exciting year ahead.

Stephen Burns

Chief Executive Officer

17 December 2023

Chief Financial Officer's review

Group financial results

 
                                                                         Movement 
                                                                        FY2023 vs 
                                                          FY2022           FY2022 
                                                  (excluding TRR   (excluding TRR 
                                                          of VAT           of VAT 
                                                     on bowling) 
                              FY2023     FY2022                6      on bowling) 
-------------------------  ---------  ---------  ---------------  --------------- 
                           GBP215.1m  GBP193.7m 
Revenue                            5          5        GBP185.0m           +16.2% 
Adjusted gross profit1     GBP177.6m  GBP164.3m        GBP155.6m           +14.0% 
Adjusted gross profit 
 margin1                       82.6%      84.8%            84.1%          -150bps 
Administrative expenses    GBP123.5m  GBP108.9m        GBP108.8m           +13.5% 
Group adjusted EBITDA2      GBP82.7m   GBP77.5m         GBP74.5m           +11.1% 
Group adjusted EBITDA2 
 pre-IFRS 16                GBP64.9m   GBP60.6m         GBP57.6m           +12.7% 
Group profit before tax     GBP45.1m   GBP46.7m         GBP37.9m           +19.0% 
Group profit after tax      GBP34.2m   GBP37.5m         GBP30.9m           +10.7% 
Group adjusted profit 
 before tax3                GBP47.8m   GBP48.7m         GBP39.9m           +19.8% 
Group adjusted profit 
 after tax3                 GBP36.8m   GBP39.4m         GBP32.8m           +12.2% 
Free cash flow4             GBP29.5m   GBP34.8m         GBP34.8m           -15.4% 
Total dividend per share      14.54p     14.53p           14.53p            +0.0% 
-------------------------  ---------  ---------  ---------------  --------------- 
 
 

1 Adjusted gross profit margin is calculated as revenue less directly attributable cost of goods sold and excludes any payroll costs.

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

3 Adjusted group profit before / after tax is calculated as group profit before / after tax, adding back acquisition fees of GBP0.7m (FY2022: GBP1.6m) and the non-cash expense of GBP2.0m (FY2022: GBP0.4m) related to the fair value of the earn out consideration on the Teaquinn acquisition in May 2022. Also, in FY2022 it included the deduction of the non-cash credit in relation to the Teaquinn bargain purchase of GBP39,075.

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

5 Group revenue in FY2022 included a total of GBP8.8m relating to the reduced rate (TRR) of VAT on bowling. GBP5.8m of this was in respect of prior years and GBP3.0m for FY2022. FY2023 includes GBP0.3m in respect of TRR of VAT.

6 FY2022 consolidated income statement included the following in respect of TRR of VAT on bowling in the UK: Revenue GBP8.8m, gross profit GBP8.8m, administrative expenses GBP0.1m, Group adjusted EBITDA GBP3.0m, Group profit before tax GBP8.8m, Group profit after tax of GBP6.6m and Group adjusted profit after tax of GBP6.6m.

7 Revenues in GBP based on an actual foreign exchange rate over the relevant period, unless otherwise stated.

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

All LFL revenue commentary excludes the impact of TRR of VAT on bowling. New centres in the UK and Canada are included in LFL revenue after they complete the calendar anniversary of their opening date.

Further details on the alternative performance measures used are at the end of this report.

Revenue

On the back of record revenues in FY2022, it was pleasing to see continued growth, with UK LFL growth of 4.1 per cent in FY2023.

UK LFL revenue growth was a combination of spend per game growth of 3.4 per cent, taking LFL average spend per game to GBP11.06, as well as LFL game volume growth of 0.7 per cent. The LFL growth, alongside the performance of the new UK centres, resulted in record UK revenues of GBP192.4m and growth of 7.6 per cent compared to the underlying revenues in FY2022 (excluding the impact of TRR of VAT on bowling of GBP8.8m in FY2022). It is worth noting that UK centres benefited from the unseasonable wet weather in July and August, with both months recording strong revenue and August achieving a record month (GBP20.2m).

Canadian LFL revenue growth, when reviewing in Canadian Dollars to allow for disaggregating the foreign currency effect, was 15.1 per cent.

Total statutory revenue for FY2023 was GBP215.1m, 11.0 per cent growth on FY2022 (16.2 per cent growth excluding TRR of VAT on bowling in FY2022).

Adjusted gross profit

Adjusted gross profit is calculated as revenue less directly attributable cost of good sold and does not include any payroll costs. Gross profit was GBP177.6m, 8.1 per cent growth on FY2022 (14.0 per cent growth excluding TRR of VAT on bowling in FY2022), with gross profit margin at 82.6 per cent.

Adjusted gross profit for the UK business was GBP161.2m with a margin of 83.7 per cent. The trend of amusements growing at a higher rate than bowling continued, producing a higher gross profit overall, albeit at a reduced gross profit margin (amusements has a lower gross profit margin).

Adjusted gross profit for the Canadian business was in line with expectations at CAD 27.2m (GBP16.4m), with a margin of 73.1 per cent. The lower margin rate when compared to the UK business is as expected due to the lower gross profit margin of the Striker bowling equipment and installations business, the higher food and drink mix in the Canadian bowling centres and the lower contractual amusement gross profit margin. Splitsville centres contributed CAD 25.2m (GBP15.2m) of gross profit.

Administrative expenses

Following the adoption of IFRS 16 in FY2020, administrative expenses exclude property rents (turnover rents are not excluded), and include the depreciation of property right-of-use assets.

Total administrative expenses on a statutory basis were GBP123.5m. On a pre-IFRS 16 basis, administrative expenses were GBP130.0m, compared to GBP114.1m in FY2022.

Employee costs in centres increased to GBP40.7m, an increase of GBP7.0m when compared to FY2022, due to a combination of salary increases and the impact of higher LFL revenues, new UK centres, as well as the full-year effect of employee costs in Canadian centres, which resulted in an increase of CAD 7.0m (GBP4.1m).

Total property-related costs, accounted for under pre-IFRS 16, were GBP36.6m, with GBP33.9m for the UK business (FY2022: GBP33.3m). Rent costs in the UK accounted for GBP17.6m in FY2023, an increase of GBP0.4m compared to the prior year. Underlying business rates in the UK increased year on year by GBP1.6m as the COVID-19 concessions were removed during FY2023. However, due to business rate reduction claims made in respect of the 2015 revaluation finally being agreed, the Group received GBP2.3m in refunds (net of professional fees), resulting in an overall decrease in UK business rates of GBP0.7m. Total property costs in the UK increased by GBP1.1m, with new centre costs increasing by GBP0.9m. Canadian property centre costs were in line with expectations at CAD 4.5m (GBP2.7m).

Our current UK electricity hedge runs out at the end of FY2024. We are therefore pleased to have agreed a new hedge up to the end of FY2027, with FY2025 seeing a modest increase of 33 per cent (GBP1.0m) compared to our current FY2024 hedge rate, whilst we would still be able to take advantage of lower costs should such market conditions prevail during this period. At the end of FY2023, we had 27 centres with solar panels installed, resulting in over 38 per cent of our UK estate benefiting from this technology, which aids in the Group's ESG strategy as well as some level of protection against higher energy costs.

Total property costs, under IFRS 16, were GBP39.6m, including GBP10.4m accounted for as property lease assets depreciation and GBP9.8m in implied interest relating to the lease liability.

Corporate costs include all central costs as well as the out-performance bonus for centres. Total corporate costs increased by GBP3.2m to GBP25.3m when compared to FY2022. UK corporate costs increased by GBP1.3m to GBP22.8m with the main driver of this being increased marketing spend. As we continue to build out our support team in Canada for growth, this, combined with a full year of ownership, resulted in corporate costs increasing by CAD 3.3m to CAD 3.9m (GBP2.3m). The additional people in Canada included a Director of Operations as well as leaders in marketing, people and property.

The statutory depreciation, amortisation and impairment charge for FY2023 was GBP26.1m compared to GBP25.7m in FY2022. Excluding property lease assets depreciation, this charge in FY2023 was GBP14.9m. This is due to the continued capital investment programme, including new centres and refurbishments, as well as the full year impact of Canada.

We undertook detailed impairment testing which resulted in an impairment charge in the year of a total of GBP2.2m (FY2022: GBP4.3m). The discount rate used for the weighted average cost of capital (WACC) was 12.7 per cent pre-tax (FY2022: 16.0 per cent). See note 12 to the Financial Statements for more information.

Canadian performance

Following the Teaquinn acquisition in May 2022, the Group has continued to grow its footprint in Canada. During FY2023 the Group acquired three entertainment centres in Calgary, with one new build in Ontario signed and due to open in early 2024.

The business continues to trade in line with expectations, with total revenues in Canada of CAD 37.3m (GBP22.5m), and just over CAD 7.4m (GBP4.5m) of EBITDA on a pre-IFRS 16 basis. Of this, Striker, the bowling equipment and installations business, contributed CAD 7.1m (GBP4.3m) of revenue and CAD 0.9m (GBP0.8m) of EBITDA. On a LFL basis revenue grew by 15.1 per cent.

Adjusted gross profit (which excludes payroll costs) was in line with expectations at CAD 27.2m (GBP16.4m), with a margin of 73.1 per cent. The lower margin rate when compared to the UK business is in line with expectations because of the lower gross profit margin of the Striker bowling equipment and installations business, higher food and drink mix and the lower contractual amusement gross profit margin.

Exceptional costs

Exceptional costs relate in the main to two areas. The first is the acquisition costs in relation to the acquisition of three entertainment centres in Calgary and acquisitions in progress at year end, which totalled GBP0.7m. The second is the earn out consideration for Teaquinn President Pat Haggerty, which is an exceptional cost of GBP2.0m in FY2023 (of which GBP1.8m is in administrative expenses and GBP0.2m is in interest expenses). See the table below for exceptional items included in the Group adjusted EBITDA and operating profit reconciliation.

As noted in the FY2022 full-year results, the earn out consideration is considered a post-acquisition employment expense and not in the scope of IFRS 3, but instead is accounted for under IAS 19. The earn out has a cost impact in the following financial years up to and including at least FY2025. More detail on these exceptional costs is shown in note 5 to the Financial Statements.

Group adjusted EBITDA and operating profit

Group adjusted EBITDA pre-IFRS 16 increased to a record GBP64.9m and includes a contribution of GBP4.5m (CAD 7.4m) from the Canadian business.

Compared to FY2022 pre-IFRS 16, this was an increase of 7.1 per cent. When excluding the impacts of TRR of VAT (GBP3.0m in FY2022) this increase is 12.7 per cent.

 
                                                     FY2023    FY2022 
                                                    GBP'000   GBP'000 
-------------------------------------------------  --------  -------- 
Operating profit1                                    54,085    55,449 
Depreciation                                         25,317    25,052 
Amortisation                                            820       624 
Loss on property, right-of-use assets, plant and 
 equipment and software disposal                        306        18 
Exceptional items                                     2,203   (3,688) 
-------------------------------------------------  --------  -------- 
Group adjusted EBITDA under IFRS 16                  82,731    77,455 
IFRS 16 adjustment                                 (17,799)  (16,850) 
-------------------------------------------------  --------  -------- 
Group adjusted EBITDA pre-IFRS 16                    64,932    60,605 
-------------------------------------------------  --------  -------- 
 

1 IFRS 16 adoption has an impact on EBITDA, with the removal of rent from the calculation. For Group adjusted EBITDA pre-IFRS 16, it is deducted for comparative purposes and is used by investors as a key measure of the business. The IFRS 16 adjustment is in relation to all rents that are considered to be non-variable and of a nature to be captured by the standard.

The increase is primarily due to the strong LFL revenue performance, the new UK centre performance, the Group's relatively fixed cost base, and the Canadian business. The reconciliation between statutory operating profit and Group adjusted EBITDA on both a pre-IFRS 16 and under-IFRS 16 basis is shown in the table above.

Share-based payments

During the year, the Group granted further Long-Term Incentive Plan (LTIP) shares to the senior leadership team as well as starting a new save as you earn scheme (SAYE) for all team members. The LTIP awards vest in three years providing continuous employment during the period, and attainment of performance conditions relating to earnings per share (EPS), as outlined on page 103 of the Annual Report. The Group recognised a total charge of GBP1.2m (FY2022: GBP0.9m) in relation to the Group's share-based arrangements. Share-based costs are not classified as exceptional costs.

Financing

Finance costs increased to GBP9.0m in FY2023 (FY2022: GBP8.8m) comprising mainly of implied interest relating to the lease liability under IFRS 16 of GBP9.8m. Bank interest costs in relation to the Group's undrawn revolving credit facility of GBP0.2m were offset by the interest received (GBP1.4m) on the Group's bank balances.

The Group's bank borrowing facilities are a revolving credit facility (RCF) of GBP25m at a margin rate of 1.75 per cent above SONIA and an agreed accordion of GBP5m. The loan term runs to the end of December 2024, and the RCF remains fully undrawn.

Cash flow and liquidity

The liquidity position of the Group remains strong, with a net cash position of GBP52.5m as at 30 September 2023, compared to GBP56.1m at 30 September 2022. Detail on the cash movement in the year is shown in the table below.

Capital expenditure

During the financial year, the Group invested net capex of GBP30.3m, including GBP7.4m on the acquisition of three centres in Calgary.

A total of GBP7.0m was invested into the refurbishment programme, with 15 UK centres and two Canadian centres, some of which were still be completed at the end of FY2023. This included a rebrand of Splitsville Richmond Hill, Canada and the final two rebrands of AMF to Hollywood Bowl, in Torquay and Worthing. Despite inflationary pressures, returns on the UK refurbishments continue to exceed the Group's hurdle rate of 33 per cent.

New UK centre capital expenditure was a net GBP6.8m. This relates, in the main, to three centres opened in the year - Hollywood Bowl in Speke and Merry Hill Birmingham and Puttstars Peterborough.

The Group's strong balance sheet ensures that it can continue to invest in profitable growth with plans to open more locations during FY2024 and beyond.

The Group spent GBP9.1m on maintenance capital in the UK, including continued spend on the rollout of Pins on Strings technology and solar panel installations. At the end of FY2023, Pins on Strings were in 56 centres and solar panels on 27 centres.

Technology investment was GBP0.8m as we continue to enhance the digital customer journey ahead of the launch of our in-house core reservations platform in FY2024. We also upgraded the website, payment platform and customer data platform, and maintained a continued focus on our cyber security.

Considering the rolling refurbishment programme, maintenance capital, and the new centres in the UK and Canada, we expect capital expenditure, including acquisitions to be in the region of GBP35m to GBP40m in FY2024.

Cash flow and net debt

 
                                           FY2023    FY2022 
                                          GBP'000   GBP'000 
---------------------------------------  --------  -------- 
Group adjusted EBITDA under IFRS 16        82,731    77,455 
Movement in working capital               (1,103)     8,814 
Maintenance capital expenditure           (9,072)   (9,323) 
Taxation                                  (9,099)   (6,616) 
Payment of capital elements of leases    (11,419)  (14,450) 
Adjusted operating cash flow (OCF) 1       52,037    55,881 
Adjusted OCF conversion                     62.9%     72.2% 
Expansionary capital expenditure2        (13,786)  (12,508) 
Disposal proceeds                              10         2 
Net bank interest received/(paid)           1,008     (104) 
Lease interest paid                       (9,808)   (8,452) 
Free cash flow (FCF) 3                     29,462    34,819 
Exceptional items                           (343)     4,091 
Acquisition of Teaquinn Holdings Inc            -   (8,099) 
Cash acquired in Teaquinn Holdings Inc          -       415 
Acquisition of Calgary centres            (7,716)         - 
Cash acquired in Calgary centres              319         - 
Dividends paid                           (25,338)   (5,132) 
Equity placing (net of fees)                    6        30 
Net cash flow                             (3,610)    26,124 
---------------------------------------  --------  -------- 
 

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

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

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

Taxation

The Group's tax charge for the year is GBP10.9m arising on the profit before tax generated in the period. The increase in the Group's effective rate of tax to 24.2 per cent is a combination of the increase in the UK corporation tax rate from 19 per cent to 25 per cent from April 2023 as well as the effect of the disallowable element, for tax purposes, of the earn out provision charged in FY2023.

Earnings

Statutory profit before tax for the year was GBP45.1m and 3.4 per cent lower than FY2022. It is worth noting that FY2022 included a profit before tax benefit of GBP8.6m due to TRR of VAT.

The Group delivered profit after tax of GBP34.2m (FY2022: GBP37.5m) and basic earnings per share was 19.92 pence (FY2022: 21.91 pence).

Group adjusted profit before tax is GBP47.8m, whilst Group adjusted profit after tax is GBP36.8m.

The adjustments are made to reflect the underlying trade of the Group. These adjustments are adding back acquisition fees of GBP0.7m and the non-cash expense of GBP2.0m related to the fair value of the earn out consideration on the Canadian acquisition in May 2022. For more detail see note 5 to the Financial Statements.

Dividend and capital allocation policy

The Group's highly cash generative business model and strong balance sheet mean the business is well placed to continue to invest in its customer-led, UK and international growth strategy and to take advantage of opportunities as they arise, while delivering attractive shareholder returns.

The Board has reviewed its capital allocation policy with the updated priorities for cash as follows:

-- capital investment into the existing centres through an effective maintenance and refurbishment programme;

   --     investments into new centre opportunities, including expansion in both the UK and Canada; 

-- to pay and grow the ordinary dividend in line with adjusted profit after tax. Given the Group's continued strong performance and the cash balance, the ordinary dividend will be based on a payout of 55 per cent of adjusted profit after tax;

-- any excess cash will be available for distribution to shareholders as the Board deems appropriate, without impacting on investment in the growth of the business.

The FY2023 ordinary dividend will be based on a payout of 55 per cent of adjusted profit after tax, in line with the revised capital allocation policy and reflecting the Board's confidence in the Group's strategy, strong balance sheet and focus on delivering shareholder returns.

Therefore, the Board has declared a final ordinary dividend of 8.54 pence per share, based on an adjusted profit after tax of GBP36.8m (adjusted earnings per share of 21.48 pence).

In line with the Group's capital allocation policy, the Board has proposed a special dividend of 2.73 pence per share be paid to shareholders alongside the ordinary dividend, bringing the full-year dividend to 14.54 pence per share (FY2022: 14.53 pence per share).

Furthermore, given the surplus cash at the end of FY2023, the Group announces a share buyback programme of up to GBP10m, which is intended to commence shortly after the AGM.

The Board will periodically assess the progress of this share buyback programme in light of the Group's capital allocation needs. Investing in the Group's profitable growth remains the priority use of cash and any future returns to shareholders will be subject to operational capital requirements, financial performance and other available strategic growth opportunities.

Subject to approval from shareholders at the AGM, the ex-dividend date is 1 February 2024, with a record date of 2 February 2024 and a payment date of 23 February 2024.

Going concern

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

Post-year-end events

We were pleased to complete three acquisitions in early FY2024.

In the UK, on 2 October, we purchased the assets, including the long leasehold, of Lincoln Bowl for total consideration of GBP4.4m.

In Canada we completed two acquisitions. The first is the acquisition of a successful family entertainment centre in Guelph, Ontario called Woodlawn Bowl Inc, for CAD 4.71m, which on a proforma EBITDA pre-IFRS 16 basis, generated CAD 1.07m. The second is the acquisition of the assets and lease of a family entertainment centre in Vancouver, called Lucky 9 Bowling Centre Limited as well as its associated restaurant and bar, Monkey 9 Brewing Pub Corp, for a total consideration of CAD 425,000.

Laurence Keen

Chief Financial Officer

17 December 2023

Note on alternative performance measures (APMs)

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

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

   --     Total Group revenues GBP215.1m, less 
   --     New UK centre revenues for FY2022 and FY2023 that have not annualised GBP6.3m, less 
   --     VAT rebates of GBP0.3m relating to prior periods, less 
   --     Canada revenues for FY2023 of GBP22.5m 

New centres are included in the LFL revenue after they complete the calendar anniversary of their opening date. LFL UK comparatives for FY2022 are GBP178.7m.

Adjusted gross profit margin is calculated as total revenue less directly attributable cost of goods sold. Management do not consider it helpful to include any payroll costs in the gross margin because although these costs do vary to some extent with volume, it is in no way linear. These amounts are presented separately on the consolidated income statement.

Group adjusted EBITDA (earnings before interest, tax, depreciation and amortisation) reflects the underlying trade of the overall business.

It is calculated as statutory operating profit plus depreciation, amortisation, impairment, loss on disposal of property, right-of-use assets, plant and equipment and software and any exceptional costs or income, and is also shown pre-IFRS 16 as well as adjusted for IFRS 16. The reconciliation to operating profit is set out in this report.

Free cash flow is defined as net cash flow pre-dividends, exceptional items, acquisition costs, bank funding and any equity placing. Useful for investors to evaluation cash from normalised trading.

LFL spend per game is defined as LFL revenue in the year excluding any revenues relating to TRR of VAT for prior years (GBP5.8m) and TRR of VAT for FY2022 (GBP3.0m) divided by the number of bowling games and golf rounds played.

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

Expansionary capital expenditure includes all capital on new centres, refurbishments and rebrands only. Investors see this as growth potential.

Adjusted profit after tax is calculated as statutory profit after tax, adding back the acquisition fees in Canada of GBP0.6m and the non-cash expense of GBP2.0m related to the fair value of the earn out consideration on the Canadian acquisition in May 2022. This adjusted profit after tax is also used to calculate adjusted earnings per share.

Constant currency exchange rates are the actual periodic exchange rates from the previous financial period and are used to eliminate the effects of the exchange rate fluctuations in assessing certain KPIs and performance.

Consolidated income statement and statement of comprehensive income

Year ending 30 September 2023

 
                                                                            Before exceptional 
                        Before exceptional     Exceptional                               Items    Exceptional             Total 
                                               items (note                                        items (note 
                                     items              5)           Total     re-presented(1)             5)   re-presented(1) 
                              30 September    30 September    30 September        30 September   30 September      30 September 
                                      2023            2023            2023                2022           2022              2022 
                 Note              GBP'000         GBP'000         GBP'000             GBP'000        GBP'000           GBP'000 
---------------  ----  -------------------  --------------  --------------  ------------------  -------------  ---------------- 
Revenue             3              214,829             253         215,082             187,949          5,792           193,741 
Cost of goods 
 sold                             (37,491)               -        (37,491)            (29,392)              -          (29,392) 
Centre staff 
 costs1                           (40,717)               -        (40,717)            (33,713)              -          (33,713) 
---------------  ----  -------------------  --------------  --------------  ------------------  -------------  ---------------- 
Gross profit                       136,621             253         136,874             124,844          5,792           130,636 
---------------  ----  -------------------  --------------  --------------  ------------------  -------------  ---------------- 
Gain on bargain 
 purchase                                -               -               -                   -             39                39 
Administrative 
 expenses1          6             (80,333)         (2,456)        (82,789)            (73,083)        (2,143)          (75,226) 
---------------  ----  -------------------  --------------  --------------  ------------------  -------------  ---------------- 
Operating 
 profit                             56,288         (2,203)          54,085              51,761          3,688            55,449 
Finance income      8                1,440               -           1,440                  12              -                12 
Finance 
 expenses           8             (10,220)           (225)        (10,445)             (8,774)           (22)           (8,796) 
---------------  ----  -------------------  --------------  --------------  ------------------  -------------  ---------------- 
Profit before 
 tax                                47,508         (2,428)          45,080              42,999          3,666            46,665 
Tax charge          9             (10,866)            (63)        (10,929)             (8,135)        (1,079)           (9,214) 
---------------  ----  -------------------  --------------  --------------  ------------------  -------------  ---------------- 
Profit for the 
 year 
 attributable 
 to 
 equity 
 shareholders                       36,642         (2,491)          34,151              34,864          2,587            37,451 
 
 Other 
 comprehensive 
 income 
Retranslation 
 (loss)/gain 
 of foreign 
 currency 
 denominated 
 operations                          (544)               -           (544)                 411              -               411 
---------------  ----  -------------------  --------------  --------------  ------------------  -------------  ---------------- 
Total 
 comprehensive 
 income for the 
 year 
 attributable 
 to 
 equity 
 shareholders                       36,098         (2,491)          33,607              35,275          2,587            37,862 
---------------  ----  -------------------  --------------  --------------  ------------------  -------------  ---------------- 
Basic earnings 
 per 
 share (pence)     10                                                19.92                                                21.91 
Diluted 
 earnings 
 per share 
 (pence)           10                                                19.82                                                21.78 
---------------  ----  -------------------  --------------  --------------  ------------------  -------------  ---------------- 
 

1 The Directors have reviewed their presentation of the Financial Statements and have now disclosed centre staff costs within gross profit. Centre staff costs were previously disclosed within administrative expenses. Comparatives have also been re-presented.

Consolidated statement of financial position

As at 30 September 2023

 
                                             30 September  30 September 
                                                     2023          2022 
                                       Note       GBP'000       GBP'000 
-------------------------------------  ----  ------------  ------------ 
ASSETS 
Non-current assets 
Property, plant and equipment            11        78,279        68,641 
Right-of-use assets                      12       150,811       147,455 
Goodwill and intangible assets           13        89,376        81,794 
Deferred tax asset                       17         1,309         1,647 
-------------------------------------  ----  ------------  ------------ 
                                                  319,775       299,537 
-------------------------------------  ----  ------------  ------------ 
Current assets 
Cash and cash equivalents                          52,455        56,066 
Trade and other receivables              14         8,116         5,130 
Corporation tax receivable                            715           271 
Inventories                                         2,445         2,148 
-------------------------------------  ----  ------------  ------------ 
                                                   63,731        63,615 
-------------------------------------  ----  ------------  ------------ 
Total assets                                      383,506       363,152 
-------------------------------------  ----  ------------  ------------ 
LIABILITIES 
Current liabilities 
Trade and other payables                 15        29,109        28,681 
Lease liabilities                        12        12,553        11,557 
-------------------------------------  ----  ------------  ------------ 
                                                   41,662        40,238 
-------------------------------------  ----  ------------  ------------ 
Non-current liabilities 
Other payables                           15         5,208         3,000 
Lease liabilities                        12       181,652       176,812 
Deferred tax liability                   17         1,960             - 
Provisions                                          5,084         4,682 
-------------------------------------  ----  ------------  ------------ 
                                                  193,904       184,494 
-------------------------------------  ----  ------------  ------------ 
Total liabilities                                 235,566       224,732 
-------------------------------------  ----  ------------  ------------ 
NET ASSETS                                        147,940       138,420 
-------------------------------------  ----  ------------  ------------ 
Equity attributable to shareholders 
Share capital                                       1,717         1,711 
Share premium                                      39,716        39,716 
Merger reserve                                   (49,897)      (49,897) 
Foreign currency translation reserve                (133)           411 
Retained earnings                                 156,537       146,479 
-------------------------------------  ----  ------------  ------------ 
TOTAL EQUITY                                      147,940       138,420 
-------------------------------------  ----  ------------  ------------ 
 

Consolidated statement of changes in equity

For the year ended 30 September 2023

 
                                                            Foreign currency 
                                 Share     Share    Merger       translation   Retained 
                               capital   premium   reserve           reserve   earnings     Total 
                               GBP'000   GBP'000   GBP'000           GBP'000    GBP'000   GBP'000 
----------------------------  --------  --------  --------  ----------------  ---------  -------- 
Equity at 30 September 
 2021                            1,706    39,691  (49,897)                 -    113,187   104,687 
----------------------------  --------  --------  --------  ----------------  ---------  -------- 
Shares issued during 
 the year                            5        25         -                 -          -        30 
Dividends paid                       -         -         -                 -    (5,132)   (5,132) 
Share-based payments                 -         -         -                 -        944       944 
Deferred tax on share-based 
 payments                            -         -         -                 -         29        29 
Retranslation of foreign 
 currency denominated 
 operations                          -         -         -               411          -       411 
Profit for the year                  -         -         -                 -     37,451    37,451 
----------------------------  --------  --------  --------  ----------------  ---------  -------- 
Equity at 30 September 
 2022                            1,711    39,716  (49,897)               411    146,479   138,420 
Shares issued during 
 the year                            6         -         -                 -          -         6 
Dividends paid                       -         -         -                 -   (25,338)  (25,338) 
Share-based payments                 -         -         -                 -      1,204     1,204 
Deferred tax on share-based 
 payments                            -         -         -                 -         41        41 
Retranslation of foreign 
 currency denominated 
 operations                          -         -         -             (544)          -     (544) 
Profit for the year                  -         -         -                 -     34,151    34,151 
----------------------------  --------  --------  --------  ----------------  ---------  -------- 
Equity at 30 September 
 2023                            1,717    39,716  (49,897)             (133)    156,537   147,940 
----------------------------  --------  --------  --------  ----------------  ---------  -------- 
 

Consolidated statement of cash flows

For the year ended 30 September 2023

 
                                                            30 September   30 September 
                                                                    2023           2022 
                                                      Note       GBP'000        GBP'000 
--------------------------------------------------  ------  ------------  ------------- 
Cash flows from operating activities 
Profit before tax                                                 45,080         46,665 
Adjusted by: 
Depreciation of property, plant and equipment 
 (PPE)                                                  11        10,142          8,721 
Depreciation of right-of-use (ROU) assets               12        12,965         12,010 
Amortisation of intangible assets                       13           820            624 
Impairment of PPE and ROU assets                    11, 12         2,210          4,321 
Net interest expense                                     8         9,005          8,784 
Loss on disposal of property, plant and equipment 
 and software                                                        306             18 
Gain on bargain purchase                                               -           (39) 
Share-based payments                                               1,204            944 
--------------------------------------------------  ------  ------------  ------------- 
Operating profit before working capital changes                   81,732         82,048 
Increase in inventories                                            (251)          (423) 
Increase in trade and other receivables                          (2,849)        (1,248) 
Increase in payables and provisions                                2,741          9,963 
--------------------------------------------------  ------  ------------  ------------- 
Cash inflow generated from operations                             81,373         90,340 
Interest received                                                  1,305             12 
Income tax paid - corporation tax                                (9,100)        (6,616) 
Bank interest paid                                                 (296)          (115) 
Lease interest paid                                              (9,808)        (8,452) 
--------------------------------------------------  ------  ------------  ------------- 
Net cash inflow from operating activities                         63,474         75,169 
--------------------------------------------------  ------  ------------  ------------- 
Cash flows from investing activities 
Acquisition of subsidiaries                             20       (7,716)        (8,099) 
Subsidiary cash acquired                                20           319            415 
Purchase of property, plant and equipment                       (21,801)       (21,653) 
Purchase of intangible assets                                    (1,057)          (178) 
Proceeds from sale of assets                                          10              2 
--------------------------------------------------  ------  ------------  ------------- 
Net cash used in investing activities                           (30,245)       (29,513) 
--------------------------------------------------  ------  ------------  ------------- 
Cash flows from financing activities 
Payment of capital elements of leases                           (11,419)       (14,450) 
Issue of shares                                                        6             30 
Dividends paid                                                  (25,338)        (5,132) 
--------------------------------------------------  ------  ------------  ------------- 
Net cash used in financing activities                           (36,751)       (19,552) 
--------------------------------------------------  ------  ------------  ------------- 
Net change in cash and cash equivalents for 
 the year                                                        (3,522)         26,104 
Effect of foreign exchange rates on cash and 
 cash equivalents                                                   (89)             20 
--------------------------------------------------  ------  ------------  ------------- 
Cash and cash equivalents at the beginning 
 of the year                                                      56,066         29,942 
--------------------------------------------------  ------  ------------  ------------- 
Cash and cash equivalents at the end of the 
 year                                                             52,455         56,066 
--------------------------------------------------  ------  ------------  ------------- 
 

Notes to the financial statements

For the year ended 30 September 2023

1. General information

The financial information set out above does not constitute the company's statutory accounts for the years ended 30 September 2023 or 2022, but is derived from these accounts. Statutory accounts for 2022 have been delivered to the registrar of companies, and those for 2023 will be delivered in due course. The auditor has reported on those accounts; their reports were (i) unqualified, (ii) did not include a reference to any matters which the auditor drew attention by way of emphasis without qualifying their report and (iii) did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.

Hollywood Bowl Group plc (together with its subsidiaries, 'the Group') is a public limited company whose shares are publicly traded on the London Stock Exchange and is incorporated and domiciled in England and Wales. The registered office of the Parent Company is Focus 31, West Wing, Cleveland Road, Hemel Hempstead, HP2 7BW, United Kingdom. The registered company number is 10229630.

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

The Group's principal activities are that of the operation of ten-pin bowling and mini-golf centres, and a supplier and installer of bowling equipment as well as the development of new centres and other associated activities.

The Directors of the Group are responsible for the consolidated Financial Statements, which comprise the Financial Statements of the Company and its subsidiaries as at 30 September 2023.

2. Accounting policies

The principal accounting policies applied in the consolidated Financial Statements are set out below. These accounting policies have been applied consistently to all periods presented in these consolidated Financial Statements. The financial information presented is as at and for the financial years ended 30 September 2023 and 30 September 2022.

Statement of compliance

The consolidated Financial Statements have been prepared in accordance with UK-adopted International Accounting Standards and the requirements of the Companies Act 2006. The functional currency of entities in the Group are Pounds Sterling and Canadian Dollars. The consolidated Financial Statements are presented in Pounds Sterling and all values are rounded to the nearest thousand, except where otherwise indicated.

Basis of preparation

The consolidated Financial Statements have been prepared on a going concern basis under the historical cost convention, except for fair value items on acquisition (see note 20).

The Company has elected to prepare its Financial Statements in accordance with FRS 102, the Financial Reporting Standard applicable in the UK and Republic of Ireland. On publishing the Parent Company Financial Statements here together with the Group Financial Statements, the Company has taken advantage of the exemption in s408 of the Companies Act 2006 not to present its individual income statement and statement of comprehensive income and related notes that form a part of these approved Financial Statements.

Basis of consolidation

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

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

Earnings per share

The calculation of earnings per ordinary share is based on earnings after tax and the weighted average number of ordinary shares in issue during the year.

For diluted earnings per share, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all dilutive potential ordinary shares. The Group has two types of dilutive potential ordinary shares, being those unvested shares granted under the Long-Term Incentive Plans and Save-As-You-Earn plans.

Standards issued not yet effective

At the date of authorisation of this financial information, certain new standards, amendments and interpretations to existing standards applicable to the Group have been published but are not yet effective, and have not been adopted early by the Group. These are listed below:

 
                                                                                                Applicable 
                                                                                             for financial 
                                                                                           years beginning 
Standard/interpretation                                                          Content          on/after 
----------------------------------  ----------------------------------------------------  ---------------- 
IAS 1 Classification                         In January 2020, the IASB issued amendments 
 of liabilities                               to paragraphs 69 to 76 of IAS 1 to specify 
 as current or                              the requirements for classifying liabilities         1 October 
 non-current                                                  as current or non-current.              2023 
----------------------------------  ----------------------------------------------------  ---------------- 
IAS 1 Presentation 
 of financial 
 statements and 
 IFRS Practice                                 The amendments change the requirements in 
 Statement 2 making                        IAS 1 with regard to disclosure of accounting 
 materiality judgements-disclosure        policies. The amendments replace all instances 
 of accounting                             of the term 'significant accounting policies'         1 October 
 policies                                 with 'material accounting policy information'.              2023 
----------------------------------  ----------------------------------------------------  ---------------- 
                                              The amendments replace the definition of a 
                                               change in accounting estimates with a new 
                                               definition of accounting estimates. Under 
IAS 8 Definition                            the new definition, accounting estimates are 
 of accounting                                 'monetary amounts in financial statements         1 October 
 estimates                                 that are subject to measurement uncertainty'.              2023 
----------------------------------  ----------------------------------------------------  ---------------- 
                                            The amendments introduce a further exception 
                                           from the initial recognition exemption. Under 
                                            the amendments, an entity does not apply the 
IAS 12 Deferred                           initial recognition exemption for transactions 
 tax related to                           that give rise to equal taxable and deductible 
 assets and liabilities                  temporary differences. Following the amendments 
 arising from                              to IAS 12, an entity is required to recognise         1 October 
 a single transaction                      the related deferred tax asset and liability.              2023 
----------------------------------  ----------------------------------------------------  ---------------- 
                                          In May 2017, the IASB issued IFRS 17 Insurance 
                                     Contracts (IFRS 17), a comprehensive new accounting 
                                               standard for insurance contracts covering 
                                               recognition and measurement, presentation 
                                            and disclosure. Once effective, IFRS 17 will 
IFRS 17 Insurance                            replace IFRS 4 Insurance Contracts (IFRS 4)         1 October 
 contracts                                                      that was issued in 2005.              2023 
----------------------------------  ----------------------------------------------------  ---------------- 
                                               These amendments give companies temporary 
                                               relief from accounting for deferred taxes 
                                              arising from the Organisation for Economic 
                                     Co-operation and Development's (OECD) international 
IAS 12 International                           tax reform. The amendments also introduce 
 tax reform pillar                         targeted disclosure requirements for affected         1 October 
 two model rules                                                              companies.              2023 
----------------------------------  ----------------------------------------------------  ---------------- 
                                       The amendments introduce new disclosures relating 
                                            to supplier finance arrangements that assist 
                                             users of the financial statements to assess 
IAS 7 and IFRS                          the effects of these arrangements on an entity's 
 7 Supplier finance                        liabilities and cash flows and on an entity's         1 October 
 arrangements                                                exposure to liquidity risk.              2024 
----------------------------------  ----------------------------------------------------  ---------------- 
                                               These amendments include requirements for 
                                              sale and leaseback transactions in IFRS 16 
                                            to explain how an entity accounts for a sale 
                                        and leaseback after the date of the transaction. 
                                              Sale and leaseback transactions where some 
IFRS 16 Lease                               or all the lease payments are variable lease 
 liability in                                 payments that do not depend on an index or         1 October 
 a sale and leaseback                               rate are most likely to be impacted.              2024 
----------------------------------  ----------------------------------------------------  ---------------- 
                                            An entity is impacted by the amendments when 
                                               it has a transaction or an operation in a 
                                               foreign currency that is not exchangeable 
                                             into another currency at a measurement date 
                                     for a specified purpose. A currency is exchangeable 
                                            when there is an ability to obtain the other 
                                          currency (with a normal administrative delay), 
                                            and the transaction would take place through 
IAS 21 Lack of                               a market or exchange mechanism that creates         1 October 
 exchangeability                                     enforceable rights and obligations.              2025 
----------------------------------  ----------------------------------------------------  ---------------- 
 

None of the above amendments are expected to have a material impact on the Group.

Climate change

In preparing the consolidated financial statements, management has considered the impact of climate change, taking into account the relevant disclosures in the strategic report, including those made in accordance with the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD) and the Companies (Strategic Report) (Climate-related Financial Disclosure) Regulation 2022 and our sustainability targets.

The expected environmental impact on the business has been modelled. The current available information and assessment did not identify any risks that would require the useful economic life of assets to be reduced in the year or identify the need for impairment that would impact the carrying values of such assets or have any other impact on the financial statements.

For many years, Hollywood Bowl Group plc has placed sustainability at the centre of its strategy and has been working on becoming a more sustainable business. A number of actions have been implemented to help mitigate and adapt against climate-related risks. The cost and benefits of such actions are embedded into the cost structure of the business and are included in our five-year plan. This includes the roll-out of Pins-on-Strings technology, solar panels, and the move to 100 per cent renewable energy. The five-year plan has been used to support our impairment reviews and going concern and viability assessment (see viability statement).

Our TCFD disclosures in the full annual report include climate-related risks and opportunities based on various scenarios. When considering climate scenario analysis, and modelling severe but plausible downside scenarios, we have used the NGFS 'early action' scenario as the most severe case for climate transition risks, and the IPCC's SSP5-8.5 as the most severe case for physical climate risk. Whilst these represent situations where climate could have a significant effect on the operations, these do not include our future mitigating actions which we would adopt as part of our strategy. The quantifications do not therefore represent a likely financial forecast and are not directly incorporated into any projections of our long-term cash flows.

The assessment with respect to the impact of climate change will be kept under review by management, as the future impacts depend on factors outside of the Group's control, which are not all currently known.

Going concern

In assessing the going concern position of the Group for the Consolidated Financial Statements for the year ended 30 September 2023, the Directors have considered the Group's cash flow, liquidity, and business activities, as well as the principal risks identified in the Group's Risk Register.

As at 30 September 2023, the Group had cash balances of GBP52.5m, no outstanding loan balances and an undrawn RCF of GBP25m, giving an overall liquidity of GBP77.5m.

The Group has undertaken a review of its liquidity using a base case and a severe but plausible downside scenario.

The base case is the Board approved budget for FY2024 as well as the first three months of FY2025 which forms part of the Board approved five-year plan. As noted above, the cost and benefits of our actions on climate change are embedded into the cost structure of the business and included in our five-year plan. Under this scenario there would be positive cash flow, strong profit performance and all covenants would be passed. It should also be noted that the RCF remains undrawn. Furthermore, it is assumed that the Group adhere to its capital allocation policy. The most severe downside scenario stress tests for reasonably adverse variations in the economic environment leading to a deterioration in trading conditions and performance.

Under this severe but plausible downside scenario, the Group has modelled revenues dropping by c.3 and 4 per cent from the assumed base case for FY2024 and FY2025 respectively and inflation continues at an even higher rate than in the base case, specifically around cost of labour.

The model still assumes that investments into new centres would continue, whilst refurbishments in the early part of FY2024 would be reduced. These are all mitigating factors that the Group has in its control. Under this scenario, the Group will still be profitable and have sufficient liquidity within its cash position to not draw down the RCF, with all financial covenants passed.

Taking the above and the principal risks faced by the Group into consideration, the Directors are satisfied that the Group and Company have adequate resources to continue in operation and meet their liabilities as they fall due for the foreseeable future, a period of at least 12 months from the date of this report.

Accordingly, the Group and Company continue to adopt the going concern basis in preparing these Financial Statements.

Leases

The Group as lessee

The Group assesses whether a contract is, or contains, a lease, at inception of the contract. The Group recognises a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee from the date at which the leased asset becomes available for use by the Group, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low-value assets. For these leases, the Group recognises the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed.

Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets. The lease term is the non-cancellable period for which the lessee has the right to use an underlying asset plus periods covered by an extension option if an extension is reasonably certain. The majority of property leases are covered by the Landlord and Tenant Act 1985 (LTA) which gives the right to extend the lease beyond the termination date. The Group expects to extend the property leases covered by the LTA. This extension period is not included within the lease term as a termination date cannot be determined as the Group are not reasonably certain to extend the lease given the contractual rights of the landlord under certain circumstances.

Lease liabilities are measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable and variable lease payments that depend on an index or a rate. Variable lease payments that do not depend on an index or a rate are recognised as expenses in the period in which the event or condition that triggers the payment occurs.

In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term or a change in the lease payments (e.g. changes to future payments resulting from a change in an index or rate used to determine such lease payments).

The Group applies IAS 36 to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss as described in the 'impairment' policy.

As a practical expedient, IFRS 16 permits a lessee not to separate non-lease components, and instead account for any lease and associated non-lease components as a single arrangement. The Group has not used this practical expedient. For contracts that contain a lease component and one or more additional lease or non-lease components, the Group allocates the consideration in the contract to each lease component on the basis of the relative stand-alone price of the lease component and the aggregate stand-alone price of the non-lease components.

Short-term leases and leases of low-value assets

The Group applies the short-term lease recognition exemption to its short-term leases of machinery and equipment (i.e. those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases of office equipment that are considered to be low value. Lease payments on short-term leases and leases of low-value assets are recognised as expenses on a straight-line basis over the lease term.

Summary of critical accounting estimates and judgements

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

Judgements made by the Directors in the application of these accounting policies that have a significant effect on the consolidated Group Financial Statements are discussed below.

Critical accounting judgements

Dilapidation provision

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

Key sources of estimation uncertainty

The key estimates are discussed below:

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

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

The key assumptions in the value-in-use calculations include growth rates of revenue and expenses, and discount rates. The carrying value of property, plant and equipment and right-of-use assets have been assessed to reasonable possible changes in key assumptions and the sensitivity of these assumptions is disclosed in note 11. Reasonable possible changes to the assumptions in the future in three mini-golf centres may lead to material adjustments to the carrying amount. The carrying amount of property, plant and equipment is GBP2,210,000 and right-of-use assets is GBP1,719,000 at these centres.

Further information in respect of the Group's property, plant and equipment and right-of-use assets is included in notes 11 and 12 respectively.

Contingent consideration

Non-current other payables includes contingent consideration in respect of the acquisition of Teaquinn Holdings Inc. in FY2022. The additional consideration to be paid is contingent on the future financial performance of Teaquinn Holdings Inc. in FY2025 or FY2026. This is based on a multiple of 9.2x Teaquinn's EBITDA pre-IFRS 16 in the financial period of settlement and is capped at CAD 17m. The contingent consideration has been accounted for as post-acquisition employee remuneration and recognised over the duration of the employment contract to FY2026. The key assumptions include a range of possible outcomes for the value of the contingent consideration based on Teaquinn's forecasted EBITDA pre-IFRS 16 and the year of payment.

Further information in respect of the Group's contingent consideration is included in note 15.

Other estimates

The acquisition of HLD Investments Inc. (operating as YYC Bowling & Entertainment), Mountain View Bowl Inc and Wong and Lewis Investments Inc. (operating as Let's Bowl) has been accounted for using the acquisition method under IFRS 3. The identifiable assets, liabilities and contingent liabilities are recognised at their fair value at date of acquisition (note 20). The fair value of the net assets identified were determined with assistance from independent experts using professional valuation techniques appropriate to the individual category of asset or liability. Calculating the fair values of net assets, notably the fair values of intangible assets identified as part of the purchase price allocation, involves estimation and consequently the fair value exercise is recorded as another accounting estimate. The amortisation charge is sensitive to the value of the intangible asset values, so a higher or lower fair value calculation would lead to a change in the amortisation charge in the period following acquisition. These estimates are not considered key sources of estimation uncertainty as a material adjustment to the carrying value is not expected in the following financial year.

3. Segmental reporting

Management consider that the Group consists of 2 operating segments, as it operates within the UK and Canada. No single customer provides more than ten per cent of the Group's revenue. Within these two operating segment there are multiple revenue streams which consist of the following:

 
                                                          Exceptional 
                                                               income 
                                    Before exceptional       UK (note 
                                             income UK             5)       Total UK         Canada          Total 
                                          30 September   30 September   30 September   30 September   30 September 
                                                  2023           2023           2023           2023           2023 
                                               GBP'000        GBP'000        GBP'000        GBP'000        GBP'000 
----------------------------------  ------------------  -------------  -------------  -------------  ------------- 
Bowling                                         86,988            192         87,180          9,765         96,945 
Food and drink                                  50,671              -         50,671          5,265         55,936 
Amusements                                      51,938             61         51,999          2,794         54,793 
Mini-golf                                        2,576              -          2,576            128          2,704 
Installation of bowling equipment                    -              -              -          4,391          4,391 
Other                                              183              -            183            130            313 
----------------------------------  ------------------  -------------  -------------  -------------  ------------- 
                                               192,356            253        192,609         22,473        215,082 
----------------------------------  ------------------  -------------  -------------  -------------  ------------- 
 
 
                                                          Exceptional 
                                                               income 
                                    Before exceptional       UK (note 
                                             income UK             5)       Total UK         Canada          Total 
                                          30 September   30 September   30 September   30 September   30 September 
                                                  2022           2022           2022           2022           2022 
                                               GBP'000        GBP'000        GBP'000        GBP'000        GBP'000 
----------------------------------  ------------------  -------------  -------------  -------------  ------------- 
Bowling                                         86,409          5,792         92,201          2,253         94,454 
Food and drink                                  46,660              -         46,660          1,067         47,727 
Amusements                                      46,510              -         46,510            773         47,283 
Mini-golf                                        1,973              -          1,973              -          1,973 
Installation of bowling equipment                    -              -              -          2,040          2,040 
Other                                              176              -            176             88            264 
----------------------------------  ------------------  -------------  -------------  -------------  ------------- 
                                               181,728          5,792        187,520          6,221        193,741 
----------------------------------  ------------------  -------------  -------------  -------------  ------------- 
 

The UK operating segment includes the Hollywood Bowl and Puttstars brands. The Canada operating segment includes the Splitsville and Striker Bowling Solutions brands.

 
                                                                    Year ended 30 September 
                                  Year ended 30 September 2023                2022 
------------------------------  --------------------------------  ---------------------------- 
                                        UK     Canada      Total        UK    Canada     Total 
                                   GBP'000    GBP'000    GBP'000   GBP'000   GBP'000   GBP'000 
------------------------------  ----------  ---------  ---------  --------  --------  -------- 
Revenue                            192,609     22,473    215,082   187,520     6,221   193,741 
Group adjusted EBITDA 
 as defined in note 
 4                                  76,828      5,903     82,731    76,289     1,166    77,455 
Operating profit                    52,428      1,657     54,085    54,673       776    55,449 
Finance income                       1,296        144      1,440         -        12        12 
Finance expense                      9,291      1,154     10,445     8,541       255     8,796 
Depreciation and amortisation       21,973      1,954     23,927    20,965       390    21,355 
Impairment of PPE 
 and ROU assets                      2,210          -      2,210     4,321         -     4,321 
------------------------------  ----------  ---------  ---------  --------  --------  -------- 
Profit before tax                   44,434        646     45,080    46,132       533    46,665 
------------------------------  ----------  ---------  ---------  --------  --------  -------- 
Non-current asset 
 additions - Property, 
 plant and equipment                18,844      3,157     22,001    21,750       322    22,072 
Non-current asset 
 additions - Intangible 
 assets                              1,057          -      1,057       108        70       178 
------------------------------  ----------  ---------  ---------  --------  --------  -------- 
Total assets                       341,589     41,917    383,506   338,278    24,874   363,152 
------------------------------  ----------  ---------  ---------  --------  --------  -------- 
Total liabilities                  207,798     27,768    235,566   208,930    15,802   224,732 
------------------------------  ----------  ---------  ---------  --------  --------  -------- 
 

4. Reconciliation of operating profit to Group adjusted EBITDA

 
                                                      30 September  30 September 
                                                              2023          2022 
                                                           GBP'000       GBP'000 
----------------------------------------------------  ------------  ------------ 
Operating profit                                            54,085        55,449 
Depreciation of property, plant and equipment (note 
 11)                                                        10,142         8,721 
Depreciation of right-of-use assets (note 12)               12,965        12,010 
Amortisation of intangible assets (note 13)                    820           624 
Impairment of property, plant and equipment (note 
 11)                                                         1,392         2,535 
Impairment of right-of-use assets (note 12)                    818         1,786 
Loss on disposal of property, plant and equipment, 
 right-of-use assets and software (notes 11-13)                306            18 
Exceptional items (note 5)                                   2,203       (3,688) 
----------------------------------------------------  ------------  ------------ 
Group adjusted EBITDA                                       82,731        77,455 
----------------------------------------------------  ------------  ------------ 
 

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

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

5. Exceptional items

Exceptional items are disclosed separately in the Financial Statements where the Directors consider it necessary to do so to provide further understanding of the financial performance of the Group. They are material items or expenses that have been shown separately due to, in the Directors judgement, their significance, one-off nature or amount:

 
                               30 September  30 September 
                                       2023          2022 
Exceptional items:                  GBP'000       GBP'000 
-----------------------------  ------------  ------------ 
VAT rebate 1                            253         5,792 
Administrative expenses 2               (2)         (144) 
Acquisition fees 3                    (700)       (1,557) 
Gain on bargain purchase 4                -            39 
Contingent consideration (5)        (1,979)         (464) 
-----------------------------  ------------  ------------ 
Exceptional items before tax        (2,428)         3,666 
Tax charge                             (63)       (1,079) 
-----------------------------  ------------  ------------ 
Exceptional items after tax         (2,491)         2,587 
-----------------------------  ------------  ------------ 
 

1 During the prior year, HMRC conducted a review of its policy position on the reduced rate of VAT for leisure and hospitality and the extent to which it applies to bowling. Following its review, HMRC now accepts that leisure bowling should fall within the scope of the temporary reduced rate of VAT for leisure and hospitality, as a similar activity to those listed in Group 16 of Schedule 7A of the VAT Act 1994. As a result, the Group made a retrospective claim for overpaid output VAT for the period 15 July 2020 to 30 September 2021 relating to package sales totalling GBP193,000, (30 September 2022: GBP5,792,000 relating to leisure bowling) included within bowling revenue.

In addition, a rebate of GBP60,000 overpaid VAT on gaming machines for the period 1 January 2003 to 31 December 2005 was received in the year (30 September 2022: GBPnil).

2 Expenses associated with the VAT rebate, relating to additional profit share due to landlords, (30 September 2022: relating to additional turnover rent, profit share due to landlords and also professional fees), which are included within administrative expenses.

3 Legal and professional fees relating to the acquisition of HLD Investments Inc. (operating as YYC Bowling & Entertainment), Mountain View Bowl Inc and Wong and Lewis Investments Inc. (operating as Let's Bowl) during the year (note 20) and Lincoln Bowl post year end (note 21). (30 September 2022: acquisition of Teaquinn).

   4     Prior year, gain on bargain purchase in relation to the acquisition of Teaquinn in May 2022. 

5 Contingent consideration of GBP1,754,000 in administrative expenses and GBP225,000 of interest expense (30 September 2022: GBP442,000 in administrative expenses and GBP22,000 of interest expense) in relation to the acquisition of Teaquinn in May 2022.

6. Expenses and auditor's remuneration

Included in profit from operations are the following:

 
                                                         30 September  30 September 
                                                                 2023          2022 
                                                              GBP'000       GBP'000 
-------------------------------------------------------  ------------  ------------ 
Amortisation of intangible assets                                 820           624 
Depreciation of property, plant and equipment                  10,142         8,721 
Depreciation of right-of-use assets                            12,965        12,010 
Impairment of property, plant and equipment                     1,633         2,535 
Impairment reversal of property, plant and equipment            (241)             - 
Impairment of right-of-use assets                               1,277         1,786 
Impairment reversal of right-of-use assets                      (459)             - 
Operating leases                                                   57            57 
Loss on disposal of property, plant and equipment, 
 right-of-use assets and software                                 306            18 
Exceptional items (note 5)                                      2,428       (3,666) 
Loss on foreign exchange                                          208           154 
-------------------------------------------------------  ------------  ------------ 
Auditor's remuneration: 
- Fees payable for audit of these Financial Statements            344           317 
Fees payable for other services: 
- Audit of subsidiaries                                            71            66 
- Other services                                                    8            16 
-------------------------------------------------------  ------------  ------------ 
                                                                  423           399 
-------------------------------------------------------  ------------  ------------ 
 

7. Staff numbers and costs

The average number of employees (including Directors) during the year was as follows:

 
                 30 September  30 September 
                         2023          2022 
---------------  ------------  ------------ 
Directors                   7             7 
Administration            112            91 
Operations              2,668         2,432 
---------------  ------------  ------------ 
Total staff             2,787         2,530 
---------------  ------------  ------------ 
 

The cost of employees (including Directors) during the year was as follows:

 
                        30 September  30 September 
                                2023          2022 
                             GBP'000       GBP'000 
----------------------  ------------  ------------ 
Wages and salaries            49,988        42,808 
Social security costs          3,882         3,600 
Pension costs                    543           475 
Share-based payments           1,204           944 
----------------------  ------------  ------------ 
Total staff cost              55,617        47,827 
----------------------  ------------  ------------ 
 

Staff costs included within cost of sales are GBP40,717,000 (30 September 2022: GBP33,713,000). The balance of staff costs are recorded within administrative expenses.

Wages and salaries includes GBP1,754,000 (30 September 2022: GBP442,000) of contingent consideration in relation to the acquisition of Teaquinn in May 2022.

8. Finance income and expenses

 
                                                    30 September  30 September 
                                                            2023          2022 
                                                         GBP'000       GBP'000 
--------------------------------------------------  ------------  ------------ 
Interest on bank deposits                                  1,440            12 
--------------------------------------------------  ------------  ------------ 
Finance income                                             1,440            12 
--------------------------------------------------  ------------  ------------ 
Interest on bank borrowings                                  200           199 
Other interest                                                 9             2 
Finance costs on lease liabilities                         9,808         8,452 
Unwinding of discount on contingent consideration            225            46 
Unwinding of discount on provisions                          203            97 
--------------------------------------------------  ------------  ------------ 
Finance expense                                           10,445         8,796 
--------------------------------------------------  ------------  ------------ 
 

9. Taxation

 
                                                    30 September  30 September 
                                                            2023          2022 
                                                         GBP'000       GBP'000 
--------------------------------------------------  ------------  ------------ 
The tax expense is as follows: 
- UK corporation tax                                       7,704         6,436 
- Adjustment in respect of prior years                       312            10 
- Foreign tax suffered                                       692           250 
- Effects of foreign exchange                                  -             3 
--------------------------------------------------  ------------  ------------ 
Total current tax                                          8,708         6,699 
Deferred tax: 
Origination and reversal of temporary differences          1,996         2,431 
Effect of changes in tax rates                               161            95 
Adjustment in respect of prior years                          64          (11) 
--------------------------------------------------  ------------  ------------ 
Total deferred tax                                         2,221         2,515 
--------------------------------------------------  ------------  ------------ 
Total tax expense                                         10,929         9,214 
--------------------------------------------------  ------------  ------------ 
 

Factors affecting current tax charge:

The tax assessed on the profit for the period is different to the standard rate of corporation tax in the UK of 22 per cent (30 September 2022: 19 per cent). The differences are explained below:

 
                                                       30 September  30 September 
                                                               2023          2022 
                                                            GBP'000       GBP'000 
-----------------------------------------------------  ------------  ------------ 
Profit excluding taxation                                    45,080        46,665 
-----------------------------------------------------  ------------  ------------ 
Tax using the UK corporation tax rate of 22% (2022: 
 19%)                                                         9,918         8,866 
Change in tax rate on deferred tax balances                     154            95 
Non-deductible expenses                                          60           388 
Non-deductible acquisition related exceptional costs            523           296 
Effects of overseas tax rates                                   137            66 
Effects of capital allowances super deduction                 (182)         (577) 
Share-based payments                                           (57)            81 
Adjustment in respect of prior years                            376           (1) 
-----------------------------------------------------  ------------  ------------ 
Total tax expense included in profit or loss                 10,929         9,214 
-----------------------------------------------------  ------------  ------------ 
 

The Group's standard tax rate for the year ended 30 September 2023 was 22 per cent (30 September 2022: 19 per cent).

The UK corporation tax main rate increased from 19 per cent to 25 per cent from 1 April 2023. As such, the rate used to calculate the deferred tax balances has increased from a blended rate depending on when the deferred tax balance would have been released, to 25 per cent.

10. Earnings per share

Basic earnings per share is calculated by dividing the profit attributable to equity holders of Hollywood Bowl Group plc by the weighted average number of shares outstanding during the year.

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. During the years ended 30 September 2023 and 30 September 2022, the Group had potentially dilutive ordinary shares in the form of unvested shares pursuant to LTIPs and SAYE schemes.

 
                                                   30 September  30 September 
                                                           2023          2022 
-------------------------------------------------  ------------  ------------ 
Basic and diluted 
Profit for the year after tax (GBP'000)                  34,151        37,451 
Basic weighted average number of shares in issue 
 for the period (number)                            171,468,034   170,949,286 
Adjustment for share awards                             833,880       963,218 
-------------------------------------------------  ------------  ------------ 
Diluted weighted average number of shares           172,301,914   171,912,504 
-------------------------------------------------  ------------  ------------ 
Basic earnings per share (pence)                          19.92         21.91 
Diluted earnings per share (pence)                        19.82         21.78 
-------------------------------------------------  ------------  ------------ 
 

11. Property, plant and equipment

 
                                                                                         Plant and 
                                                                                        machinery, 
                             Freehold   Long leasehold  Short leasehold     Lanes and     fixtures 
                             property         property         property   pinspotters          and     Total 
                              GBP'000          GBP'000          GBP'000       GBP'000     fittings   GBP'000 
-------------------------  ----------  ---------------  ---------------  ------------  -----------  -------- 
Cost 
At 1 October 2021                   -            1,240           29,663        13,310       42,157    86,370 
Additions                           -                -            8,127         5,238        8,707    22,072 
Acquisition of Teaquinn 
 Holdings Inc.                  7,061                -              872           284          237     8,454 
Disposals                           -                -             (24)         (796)        (595)   (1,415) 
Effects of movement 
 in foreign exchange              345                -               48            14           12       419 
-------------------------  ----------  ---------------  ---------------  ------------  -----------  -------- 
At 30 September 2022            7,406            1,240           38,686        18,050       50,518   115,900 
Additions                           -                -           11,554         4,269        6,178    22,001 
Acquisition (note 20)               -                -               77            74           46       197 
Disposals                           -                -            (451)         (222)      (1,840)   (2,513) 
Effects of movement 
 in foreign exchange            (517)                -            (102)           (8)         (34)     (661) 
-------------------------  ----------  ---------------  ---------------  ------------  -----------  -------- 
At 30 September 2023            6,889            1,240           49,764        22,163       54,868   134,924 
-------------------------  ----------  ---------------  ---------------  ------------  -----------  -------- 
Accumulated depreciation 
At 1 October 2021                   -              340           13,746         4,613       18,635    37,334 
Depreciation charge                24               48            3,047           706        4,896     8,721 
Impairment charge                   -                -            2,088             -          447     2,535 
Disposals                           -                -             (24)         (785)        (522)   (1,331) 
-------------------------  ----------  ---------------  ---------------  ------------  -----------  -------- 
At 30 September 2022               24              388           18,857         4,534       23,456    47,259 
Depreciation charge                63               29            3,399           740        5,911    10,142 
Impairment charge                   -                -                -             -        1,633     1,633 
Impairment reversal                 -                -                -             -        (241)     (241) 
Disposals                           -                -            (436)         (162)      (1,548)   (2,146) 
Effects of movement 
 in foreign exchange              (1)                -              (1)             -            -       (2) 
-------------------------  ----------  ---------------  ---------------  ------------  -----------  -------- 
At 30 September 2023               86              417           21,819         5,112       29,211    56,645 
-------------------------  ----------  ---------------  ---------------  ------------  -----------  -------- 
Net book value 
At 30 September 2023            6,803              823           27,945        17,051       25,657    78,279 
-------------------------  ----------  ---------------  ---------------  ------------  -----------  -------- 
At 30 September 2022            7,382              852           19,829        13,516       27,062    68,641 
-------------------------  ----------  ---------------  ---------------  ------------  -----------  -------- 
 

Plant and machinery, fixtures and fittings includes GBP845,000 (30 September 2022: GBP2,916,000) of assets in the course of construction, relating to the development of new centres.

Impairment

Impairment testing is carried out at the CGU level on an annual basis at the balance sheet date, or more frequently if events or changes in circumstances indicate that the carrying value may be impaired. A CGU is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. Each individual centre is considered to be a CGU.

An initial impairment test was performed on all seventy eight centres assessing for indicators of impairment. A detailed impairment test based on a base case was then performed on ten centres, where the excess of value-in-use over the carrying value calculation was sensitive to changes in the key assumptions.

Property, plant and equipment and right-of-use assets for ten centres have been tested for impairment by comparing the carrying value of each CGU with its recoverable amount determined from value-in-use calculations using cash flow projections based on financial budgets approved by the Board covering a five-year period.

The key assumptions used in the value-in-use calculations are revenue growth and cost inflation assumptions and the key risks to those assumptions are the potential adverse variations in the economic environment leading to a deterioration in trading conditions and performance during FY2024 and FY2025. Cash flows beyond this two-year period are included in the Board-approved five-year plan and assume a recovery in the economy and the performance of our centres. The other assumptions used in the value-in-use calculations were:

 
                                   2023   2022 
--------------------------------  -----  ----- 
Discount rate (pre-tax)           12.7%  16.0% 
Growth rate (beyond five years)    2.5%   2.5% 
--------------------------------  -----  ----- 
 

Discount rates reflect current market assessments of the time value of money and the risks specific to the industry. This is the benchmark used by management to assess operating performance and to evaluate future capital investment proposals. These discount rates are derived from the Group's weighted average cost of capital. Changes in the discount rates over the years are calculated with reference to latest market assumptions for the risk-free rate, equity risk premium and the cost of debt.

Detailed impairment testing, due to the financial performance of certain centres, resulted in the recognition of an impairment charge in the year of GBP1,633,000 (FY2022: GBP2,535,000) against property, plant and equipment assets and GBP1,277,000 (FY2022: GBP1,786,000) against right-of-use assets for three mini-golf centres (note 12), which form part of the UK operating segment. The impairment charge in the year was reduced by the reversal of a charge in a previous period of GBP241,000 against property, plant and equipment assets and GBP459,000 against right-of-use assets for one bowling centre. Following the recognition of the impairment charge, the carrying value of property, plant and equipment is GBP2,210,000 (30 September 2022: GBP3,456,000) and right-of-use assets is GBP1,719,000 (30 September 2022: GBP3,151,000) for these three UK mini-golf centres (note 12).

Sensitivity to changes in assumptions

The estimate of the recoverable amounts for seven centres affords reasonable headroom over the carrying value of the property, plant and equipment and right-of-use asset, and an impairment charge of GBP2,910,000 (30 September 2022: GBP4,321,000) for three centres under the base case. Management have sensitised the key assumptions in the impairment tests of these ten centres under the base case.

A reduction in revenue of three and four percentage points down on the base case for FY2024 and FY2025 respectively and a one percentage point increase in operating costs on the base case for FY2024 and FY2025 to reflect higher inflation, would not cause the carrying value to exceed its recoverable amount for these seven centres, which include bowling and mini-golf centres. Therefore, management believe that any reasonable possible changes in the key assumptions would not result in an impairment charge for the seven centres. However, a further impairment of GBP530,000 would arise under this sensitised case in relation to three centres where we have already recognised an impairment charge in the year, but this could be as high as GBP1,788,000 if the revenue reduction were 10 percentage points.

12. Leases

Group as a lessee

The Group has lease contracts for property and amusement machines used in its operations. The Group's obligations under its leases are secured by the lessor's title to the leased assets. The Group is restricted from assigning and subleasing the leased assets. There are nine (FY2022: ten) lease contracts that include variable lease payments in the form of revenue-based rent top-ups.

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

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

 
                                                    Amusement 
                                          Property   machines     Total 
Right-of-use assets                        GBP'000    GBP'000   GBP'000 
----------------------------------------  --------  ---------  -------- 
Cost 
At 1 October 2021                          148,722      8,109   156,831 
Lease additions                              7,805      3,462    11,267 
Acquisition of Teaquinn Holdings Inc.       11,510          -    11,510 
Lease surrenders                                 -      (332)     (332) 
Lease modifications                          5,640          -     5,640 
Effects of movement in foreign exchange        583          -       583 
----------------------------------------  --------  ---------  -------- 
At 30 September 2022                       174,260     11,239   185,499 
Lease additions                              2,452      5,522     7,974 
Acquisition (note 20)                        4,911          -     4,911 
Lease surrenders                                 -    (1,071)   (1,071) 
Lease modifications                          5,418          -     5,418 
Effects of movement in foreign exchange    (1,070)          -   (1,070) 
----------------------------------------  --------  ---------  -------- 
At 30 September 2023                       185,971     15,690   201,661 
----------------------------------------  --------  ---------  -------- 
Accumulated depreciation 
At 1 October 2021                           19,632      4,857    24,489 
Depreciation charge                          9,846      2,164    12,010 
Impairment charge                            1,786          -     1,786 
Lease surrenders                                 -      (241)     (241) 
----------------------------------------  --------  ---------  -------- 
At 30 September 2022                        31,264      6,780    38,044 
Depreciation charge                         10,464      2,501    12,965 
Impairment charge                            1,277          -     1,277 
Impairment reversal                          (459)          -     (459) 
Lease surrenders                                 -      (977)     (977) 
----------------------------------------  --------  ---------  -------- 
At 30 September 2023                        42,546      8,304    50,850 
----------------------------------------  --------  ---------  -------- 
Net book value 
At 30 September 2023                       143,425      7,386   150,811 
----------------------------------------  --------  ---------  -------- 
At 30 September 2022                       142,996      4,459   147,455 
----------------------------------------  --------  ---------  -------- 
 

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

 
                                                    Amusement 
                                          Property   machines     Total 
Lease liabilities                          GBP'000    GBP'000   GBP'000 
----------------------------------------  --------  ---------  -------- 
At 1 October 2021                          168,530      5,410   173,940 
Lease additions                              7,805      3,462    11,267 
Acquisition of Teaquinn Holdings Inc.       11,510          -    11,510 
Accretion of interest                        8,354         98     8,452 
Lease modifications                          5,640          -     5,640 
Lease surrenders                                 -      (157)     (157) 
Payments1                                 (19,873)    (2,994)  (22,867) 
Effects of movement in foreign exchange        584          -       584 
----------------------------------------  --------  ---------  -------- 
At 30 September 2022                       182,550      5,819   188,369 
Lease additions                              2,452      5,522     7,974 
Acquisition (note 20)                        4,911          -     4,911 
Accretion of interest                        9,568        240     9,808 
Lease modifications                          5,418          -     5,418 
Lease surrenders                                 -      (145)     (145) 
Payments1                                 (17,882)    (3,167)  (21,049) 
Effects of movement in foreign exchange    (1,081)          -   (1,081) 
----------------------------------------  --------  ---------  -------- 
At 30 September 2023                       185,936      8,269   194,205 
----------------------------------------  --------  ---------  -------- 
Current                                      9,304      3,249    12,553 
Non-current                                176,632      5,020   181,652 
----------------------------------------  --------  ---------  -------- 
At 30 September 2023                       185,936      8,269   194,205 
----------------------------------------  --------  ---------  -------- 
Current                                      9,027      2,530    11,557 
Non-current                                173,523      3,289   176,812 
----------------------------------------  --------  ---------  -------- 
At 30 September 2022                       182,550      5,819   188,369 
----------------------------------------  --------  ---------  -------- 
 

1 In FY2023, GBP179,000 (FY2022: GBP35,000) of rent payments were part of the working capital movements in the year.

The following are the amounts recognised in profit or loss:

 
                                                               2023      2022 
                                                            GBP'000   GBP'000 
---------------------------------------------------------  --------  -------- 
Depreciation expense of right-of-use assets                  12,965    12,010 
Impairment charge of right-of-use assets                        818     1,786 
Interest expense on lease liabilities                         9,808     8,452 
Expense relating to leases of low-value assets (included 
 in administrative expenses)                                     57        57 
Variable lease payments (included in administrative 
 expenses)                                                      824       788 
---------------------------------------------------------  --------  -------- 
Total amount recognised in profit or loss                    24,472    23,093 
---------------------------------------------------------  --------  -------- 
 

The Group has contingent lease contracts for nine (FY2022: ten) sites. There is a revenue-based rent top-up on these sites. Variable lease payments include revenue-based rent top-ups at eight (FY2022: ten) centres totalling GBP619,000 (FY2022: GBP716,000). It is anticipated that top-ups totalling GBP962,000 will be payable in the year to 30 September 2024 based on current expectations.

Impairment testing is carried out as outlined in note 12. Detailed impairment testing resulted in the recognition of an impairment charge in the year of GBP1,277,000 (FY2022: GBP1,786,000) against right-of-use assets for three UK centres (FY2022: three UK centres). The impairment charge in the year was reduced by the reversal of a charge in a previous financial period of GBP459,000 against right-of-use assets for one centre.

13. Goodwill and intangible assets

 
                                               Trademark        Customer 
                           Goodwill  Brands 1          2   relationships  Software     Total 
                            GBP'000   GBP'000    GBP'000         GBP'000   GBP'000   GBP'000 
-------------------------  --------  --------  ---------  --------------  --------  -------- 
Cost 
At 1 October 2021            75,034     3,360        798               -     2,112    81,304 
Additions                        70         -          -               -       108       178 
Acquisition of Teaquinn 
 Holdings Inc.                   90     3,888          -             314         -     4,292 
-------------------------  --------  --------  ---------  --------------  --------  -------- 
At 30 September 2022         75,194     7,248        798             314     2,220    85,774 
Additions                         -         -          -               -     1,057     1,057 
Acquisition (note 20)         6,865         -          -             503         -     7,368 
Effects of movement 
 in foreign exchange           (11)         -          -            (12)         -      (23) 
-------------------------  --------  --------  ---------  --------------  --------  -------- 
At 30 September 2023         82,048     7,248        798             805     3,277    94,176 
-------------------------  --------  --------  ---------  --------------  --------  -------- 
Accumulated amortisation 
At 1 October 2021                 -     1,188        366               -     1,802     3,356 
Amortisation charge               -       335         50               8       231       624 
-------------------------  --------  --------  ---------  --------------  --------  -------- 
At 30 September 2022              -     1,523        416               8     2,033     3,980 
Amortisation charge               -       568         50              45       157       820 
-------------------------  --------  --------  ---------  --------------  --------  -------- 
At 30 September 2023              -     2,091        466              53     2,190     4,800 
-------------------------  --------  --------  ---------  --------------  --------  -------- 
Net book value 
At 30 September 2023         82,048     5,157        332             752     1,087    89,376 
-------------------------  --------  --------  ---------  --------------  --------  -------- 
At 30 September 2022         75,194     5,725        382             306       187    81,794 
-------------------------  --------  --------  ---------  --------------  --------  -------- 
 
   1     This relates to the Hollywood Bowl, Splitsville and Striker Bowling Solutions brands. 
   2     This relates to the Hollywood Bowl trademark only. 

The components of goodwill comprise the following businesses:

 
         30 September  30 September 
                 2023          2022 
-------  ------------  ------------ 
UK             75,034        75,034 
Canada          7,014           160 
-------  ------------  ------------ 
               82,048        75,194 
-------  ------------  ------------ 
 

At the acquisition date, goodwill is allocated to each group of CGUs expected to benefit from the combination.

Impairment testing is carried out at the CGU level on an annual basis. A CGU is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. Each individual centre is considered to be a CGU. However, for the purposes of testing goodwill for impairment, it is acceptable under IAS 36 to group CGUs, in order to reflect the level at which goodwill is monitored by management. The UK Group is considered to be the CGU, for the purposes of goodwill impairment testing, on the basis that the goodwill relates mainly to the UK operating segment. The goodwill acquisition in the year relates to the three centres acquired in Canada (note 20). These three centres are considered a CGU for the purpose of goodwill impairment testing for Canada. These CGU's form part of the UK and Canada operating segments respectively.

The recoverable amount of each of the CGU's is determined based on a value-in-use calculation using cash flow projections based on financial budgets approved by the Board covering a five-year period.

Cash flows beyond this period are extrapolated using the estimated growth rates stated in the key assumptions. The key assumptions used in the value-in-use calculations are:

 
                                   2023   2022 
--------------------------------  -----  ----- 
Discount rate (pre-tax)           12.7%  16.0% 
Growth rate (beyond five years)    2.5%   2.5% 
--------------------------------  -----  ----- 
 

Discount rates reflect current market assessments of the time value of money and the risks specific to the industry. This is the benchmark used by management to assess operating performance and to evaluate future capital investment proposals. These discount rates are derived from the Group's weighted average cost of capital. Changes in the discount rates over the years are calculated with reference to latest market assumptions for the risk-free rate, equity risk premium and the cost of debt.

Sensitivity to changes in assumptions

Management has sensitised the key assumptions in the impairment tests of the CGU under the base case scenario. The key assumptions used and sensitised were forecast growth rates and the discount rates, which were selected as they are the key variable elements of the value-in-use calculation. The combined effect of a reduction in revenue of 3.5 percentage points on the base case for FY2024 and FY2025, an increase in the discount rate applied to the cash flows of the CGU of one per cent and a reduction of one per cent in the growth rate (beyond five years), would reduce the UK headroom by GBP52.2m. This scenario would not cause the carrying value to exceed its recoverable amount. Therefore, management believes that any reasonable possible change in the key assumptions would not result in an impairment charge.

The goodwill on the Canada acquisition in the year is included in note 20. Management believe that any reasonable change in the key assumptions would not result in an impairment charge.

14. Trade and other receivables

 
                    30 September  30 September 
                            2023          2022 
                         GBP'000       GBP'000 
------------------  ------------  ------------ 
Trade receivables          2,356           836 
Other receivables            129           245 
Prepayments                5,631         4,049 
------------------  ------------  ------------ 
                           8,116         5,130 
------------------  ------------  ------------ 
 

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

15. Trade and other payables

 
                                 30 September  30 September 
                                         2023          2022 
                                      GBP'000       GBP'000 
-------------------------------  ------------  ------------ 
Current 
Trade payables                          7,025         5,306 
Other payables                          1,366         1,310 
Accruals and deferred income           15,421        17,000 
Taxation and social security            5,297         5,065 
-------------------------------  ------------  ------------ 
Total trade and other payables         29,109        28,681 
-------------------------------  ------------  ------------ 
 
 
                 30 September  30 September 
                         2023          2022 
                      GBP'000       GBP'000 
---------------  ------------  ------------ 
Non-current 
Other payables          5,208         3,000 
---------------  ------------  ------------ 
 

Accruals and deferred income includes a staff bonus accrual of GBP4,955,000 (30 September 2022: GBP7,758,000) and deferred consideration of GBPnil (30 September 2022: GBP164,000) in relation to the acquisition of Teaquinn Holdings Inc. Deferred income includes GBP801,000 (30 September 2022: GBP983,000) of customer deposits received in advance and GBP1,870,000 (30 September 2022: GBP160,000) relating to bowling equipment installations, all of which is recognised in the income statement during the following financial year.

Non-current other payables includes GBP2,359,000 (30 September 2022: GBP464,000) of contingent consideration and GBP1,862,000 (30 September 2022: GBP1,841,000) of deferred consideration in respect of the acquisition of Teaquinn Holdings Inc. The additional consideration to be paid is contingent on the future financial performance of Teaquinn Holdings Inc in FY2025 or FY2026. This is based on a multiple of 9.2x Teaquinn's EBITDA pre-IFRS 16 in the financial period of settlement and is capped at CAD 17m. The contingent consideration has been accounted for as post acquisition employee remuneration in accordance with IFRS 3 paragraph B55 and recognised over the duration of the employment contract to FY2026. The present value of the contingent consideration has been discounted using a WACC of 13 per cent. There is a range of possible outcomes for the value of the contingent consideration based on Teaquinn's forecasted EBITDA pre-IFRS 16 and the year of payment. This ranges from a payment (undiscounted) in FY2025 of GBP9,084,000 (undiscounted) to a payment in FY2026 of GBP10,300,000 (undiscounted), using the FY2023 year-end exchange rate. The fair value of the contingent consideration will be re-assessed at every financial reporting date, with changes recognised in the income statement. In FY2023, this re-assessment resulted in an additional charge of GBP485,000 being recognised in exceptional administrative expenses.

16. Loans and borrowings

On 29 September 2021, the Group entered into a GBP25m revolving credit facility (RCF) with Barclays Bank plc. The RCF has a termination date of 31 December 2024.

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

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

Issue costs of GBP135,000 were paid to Barclays Bank plc on commencement of the RCF. These costs are being amortised over the term of the facility and are included within prepayments (note 14).

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

(i) For the 7-month period ending 31 December 2021, the ratio of total net debt to Group adjusted EBITDA pre-IFRS 16 shall not exceed 1.75:1.

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

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

17. Deferred tax assets and liabilities

 
                                      30 September  30 September 
                                              2023          2022 
                                           GBP'000       GBP'000 
------------------------------------  ------------  ------------ 
Deferred tax assets and liabilities 
Deferred tax assets - UK                     6,500         7,050 
Deferred tax assets - Canada                   244 
Deferred tax liabilities - UK              (5,191) 
Deferred tax liabilities - Canada          (2,204)       (5,403) 
------------------------------------  ------------  ------------ 
                                             (651)         1,647 
------------------------------------  ------------  ------------ 
 
 
                                                       30 September  30 September 
                                                               2023          2022 
                                                            GBP'000       GBP'000 
-----------------------------------------------------  ------------  ------------ 
Reconciliation of deferred tax balances 
Balance at the beginning of the year                          1,647         6,290 
Deferred tax credit for the year - in profit or loss        (2,157)       (2,543) 
Deferred tax credit for the year - in equity                      8          (29) 
On acquisition                                                (148)       (2,040) 
Effects of foreign exchange                                      63          (43) 
Adjustment in respect of prior years                           (64)            12 
-----------------------------------------------------  ------------  ------------ 
Balance at the end of the year                                (651)         1,647 
-----------------------------------------------------  ------------  ------------ 
 

The components of deferred tax are:

 
                                30 September  30 September 
                                        2023          2022 
                                     GBP'000       GBP'000 
------------------------------  ------------  ------------ 
Deferred tax assets 
Fixed assets                           6,080         6,314 
Trading losses                            15             - 
Other temporary differences              649           736 
------------------------------  ------------  ------------ 
                                       6,744         7,050 
------------------------------  ------------  ------------ 
Deferred tax liabilities 
Property, plant and equipment        (5,857)       (3,694) 
Intangible assets                    (1,538)       (1,709) 
------------------------------  ------------  ------------ 
                                     (7,395)       (5,403) 
------------------------------  ------------  ------------ 
 

Deferred tax assets and liabilities are measured using the tax rates that are expected to apply to the periods when the assets are realised or liabilities settled, based on tax rates enacted or substantively enacted at 30 September 2023.

18. Related party transactions

30 September 2023 and 30 September 2022

During the year, and the previous year, there were no transactions with related parties.

19. Dividends paid and proposed

 
                                                         30 September  30 September 
                                                                 2023          2022 
                                                              GBP'000       GBP'000 
-------------------------------------------------------  ------------  ------------ 
The following dividends were declared and paid by 
 the Group: 
Interim dividend year ended 30 September 2022 - 3.00 
 pence per ordinary share                                           -         5,132 
Final dividend year ended 30 September 2022 - 8.53 
 pence per ordinary share                                      14,592             - 
Special dividend year ended 30 September 2022 - 3.00 
 pence per ordinary share                                       5,132             - 
Interim dividend year ended 30 September 2023 - 3.27 
 pence per ordinary share                                       5,614             - 
 
Proposed for the approval by shareholders at AGM 
 (not recognised as a liability at 30 September 2023): 
Final dividend year ended 30 September 2023 - 8.54 
 pence per ordinary share (2022: 8.53 pence)                   14,664        14,592 
Special dividend year ended 30 September 2023 - 2.73 
 pence per ordinary share (2022: 3.00 pence)                    4,688         5,132 
-------------------------------------------------------  ------------  ------------ 
 

During the year to 30 September 2024, the Group is considering a share buyback of up to GBP10m if it falls in line with the Group's cash allocation policy.

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

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

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

Since acquisition, these three entities have been dissolved and amalgamated into Xtreme Bowling Entertainment Corporation.

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

 
                                                GBP'000 
----------------------------------------------  ------- 
Fair value of consideration transferred 
Amount settled in cash                            7,716 
----------------------------------------------  ------- 
Recognised amounts of identifiable net assets 
Property, plant and equipment                       197 
Right-of-use assets                               4,911 
Intangible assets                                   503 
Inventories                                          46 
Trade and other receivables                         178 
Cash and cash equivalents                           319 
Trade and other payables                          (276) 
Lease liabilities                               (4,911) 
Deferred tax liabilities                          (116) 
----------------------------------------------  ------- 
Identifiable net assets                             851 
----------------------------------------------  ------- 
Goodwill arising on acquisition                   6,865 
----------------------------------------------  ------- 
Consideration for equity settled in cash          7,716 
Cash and cash equivalents acquired                (319) 
----------------------------------------------  ------- 
Net cash outflow on acquisition                   7,397 
----------------------------------------------  ------- 
Acquisition costs paid charged to expenses          453 
----------------------------------------------  ------- 
Net cash paid in relation to the acquisition      7,850 
----------------------------------------------  ------- 
 

Acquisition related costs of GBP453,000 are not included as part of the consideration transferred and have been recognised as an expense in the consolidated income statement within administrative expenses.

The fair value of the identifiable intangible assets acquired includes GBP503,000 in relation to customer relationships. The customer relationships have been valued using the multi-period excess earnings method.

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

The fair value and gross contractual amounts receivable of trade and other receivables acquired as part of the business combination amounted to GBP178,000. At the acquisition date the Group's best estimate of the contractual cash flows expected not to be collected amounted to GBPnil.

Goodwill amounting to GBP6,865,000 was recognised on acquisition (note 13). The goodwill relates to the locations of the bowling centres aquired, the expected commercial opportunities of an enhanced leisure offering in an underserved market and the expected synergies from combining the three centres into the Hollywood Bowl Group.

In the period since acquisition to 30 September 2023, the Group recognised GBP2,956,000 of revenue and GBP1,330,000 of profit before tax in relation to the acquired businesses. Had the acquisition occurred on 1 October 2022, the contribution to the Group's revenue would have been GBP5,407,000 and the contribution to the Group's profit before tax for the period would have been GBP2,406,000.

21. Events after the reporting date

Three acquisitions were completed in early FY2024. In the UK, on 2 October 2023, the Group purchased the assets, including the long leasehold, of Lincoln Bowl for total consideration of GBP4.375m.

In Canada, the Group completed two acquisitions. The first was the acquisition of a family entertainment centre in Guelph, Ontario, called Woodlawn Bowl Inc, for CAD 4.71m on 7 November 2023. The second was the acquisition of the assets and lease of a family entertainment centre in Vancouver, called Lucky 9 Bowling Centre Limited as well as its associated restaurant and bar, Monkey 9 Brewing Pub Corp, for a total consideration of CAD 0.425m on 11 November 2023.

Risk management

Our approach to risk

The Board and senior management take their responsibility for risk management and internal controls very seriously, and for reviewing their effectiveness at least bi-annually. An effective risk management process balances the risks and rewards as well as being dependent on the judgement of the likelihood and impact of the risk involved. The Board has overall responsibility for ensuring there is an effective risk management process in place and to provide reasonable assurance that it is fully understood and managed.

When we look at risk, we specifically consider the effects it could have on our business model, our culture and therefore our ability to deliver our long-term strategic purpose.

We consider both short and long-term risks and split them into the following groups: financial, social, operational, technical, governance and environmental risks.

Risk appetite

This describes the amount of risk we are willing to tolerate as a business. We have a higher appetite for risks accompanying a clear opportunity to deliver on the strategy of the business.

We have a low appetite for, and tolerance of, risks that have a downside only, particularly when they could adversely impact health and safety or our values, culture or business model.

Our risk management process

The Board is ultimately responsible for ensuring that a robust risk management process is in place and that it is being adhered to. The main steps in this process are:

Department heads

Each functional area of the Group maintains an operational risk register, where senior management identifies and documents the risks that their department faces in the short term, as well as the longer term. A review of these risks is undertaken on at least a bi-annual basis to compile the department risk register. They consider the impact each risk could have on the department and overall business, as well as the mitigating controls in place. They assess the likelihood and impact of each risk.

The Executive team

The Executive team reviews each departmental risk register. Any risks which are deemed to have a level above our appetite are added to/retained on the Group risk register (GRR) which provides an overview of such risks and how they are being managed. The GRR also includes any risks the Executive team is managing at a Group level. The Executive team determines mitigation plans for review by the Board.

The Board

The Board challenges and agrees the Group's key risks, appetite and mitigation actions at least twice yearly and uses its findings to finalise the Group's principal risks. The principal and emerging risks are taken into account in the Board's consideration of long-term viability as outlined in the Viability statement.

Risk management activities

Risks are identified through operational reviews by senior management; internal audits; control environments; our whistleblowing helpline; and independent project analysis.

The internal audit team provides independent assessment of the operation and effectiveness of the risk framework and process in centres, including the effectiveness of the controls, reporting of risks and reliability of checks by management.

We continually review the organisation's risk profile to verify that current and emerging risks have been identified and considered by each head of department.

Principal risks

The Board has identified 11 principal risks. These are the risks which we believe to be the most material to our business model, which could adversely affect the revenue, profit, cash flow and assets of the Group and operations, which may prevent the Group from achieving its strategic objectives.

We acknowledge that risks and uncertainties of which we are unaware, or which we currently believe are immaterial, may have an adverse effect on the Group.

 
Financial risk 
-------------------------------------------------------------------------------------------------------------------------------------- 
1. Economic environment 
----------------------------------------------------------    ------------------------------------------------------------------------ 
Risk and impact                                             Mitigating factors                                             Risk change 
----------------------------------------------------------  -------------------------------------------------------------  ----------- 
                                                                                                                            Unchanged 
 *    Change in economic conditions, in particular a         *    There is still a risk of a contraction on disposable 
      recession, as well as inflationary pressures and the        income levels, impacting consumer confidence and 
      war in Ukraine.                                             discretionary income. The Group has low customer 
                                                                  frequency per annum and also the lowest price per 
                                                                  game of the branded operators in the UK. Therefore, 
 *    Adverse economic conditions, including but not              whilst it would suffer in such a recession, the Board 
      limited to, increases in interest rates/inflation ma        is comfortable that coupled with the low price point, 
y                                                                 the majority of centre locations are based in 
      affect Group results.                                       high-footfall locations which should better withstand 
                                                                  a recessionary decline. 
 
 *    A decline in spend on discretionary leisure activity 
      could negatively affect all financial as well as       *    Along with appropriate financial modelling and 
      non-financial KPIs.                                         available liquidity, a focus on opening new centres 
                                                                  and acquiring sites in high-quality locations only 
                                                                  with appropriate property costs, as well as capital 
                                                                  contributions, remains key to the Group's new 
                                                                  centre-opening strategy. 
 
 
                                                             *    We have an unrelenting focus on service, costs and 
                                                                  value, along with electricity hedged in the UK until 
                                                                  September 2027. Plans are developed to mitigate many 
                                                                  cost increases, as well as a flexible labour model, 
                                                                  if required, in an economic downturn. 
----------------------------------------------------------  -------------------------------------------------------------  ----------- 
 
2. Covenant breach 
----------------------------------------------------------    ------------------------------------------------------------------------ 
Risk and impact                                             Mitigating factors                                             Risk change 
----------------------------------------------------------  -------------------------------------------------------------  ----------- 
                                                                                                                            Decreasing 
 *    The banking facility, with Barclays Plc, has           *    Financial resilience has always been central to our 
      quarterly leverage covenant tests which are set at a        decision making and will remain key for the 
      level the Group is comfortably forecasting to be            foreseeable future. 
      within. 
 
                                                             *    The current RCF is GBP25m, margin of 175bps above 
 *    Covenant breach could result in a review of banking         SONIA as well as an accordion of GBP5m. Net leverage 
      arrangements and potential liquidity issues.                covenants are 1.75x and are tested quarterly. The 
                                                                  facility is currently undrawn, which under the 
                                                                  agreement results in a cost of less than GBP200k per 
                                                                  annum. 
 
 
                                                             *    Net cash position was GBP52.5m at the end of 
                                                                  September 2023. 
 
 
                                                             *    Appropriate financial modelling has been undertaken 
                                                                  to support the assessment of the business as a going 
                                                                  concern. The Group has headroom on the current 
                                                                  facility with leverage cover within its covenant 
                                                                  levels, as shown in the monthly Board packs. We 
                                                                  prepare short-term and long-term cash flow, Group 
                                                                  adjusted EBITDA (pre-IFRS 16) and covenant forecasts 
                                                                  to ensure risks are identified early. Tight controls 
                                                                  exist over the approval for capital expenditure and 
                                                                  expenses. 
 
 
                                                             *    The Directors consider that the combination of events 
                                                                  required to lower the profitability of the Group to 
                                                                  the point of breaching bank covenants is unlikely. 
----------------------------------------------------------  -------------------------------------------------------------  ----------- 
3. Expansion and growth 
----------------------------------------------------------    ------------------------------------------------------------------------ 
Risk and impact                                             Mitigating factors                                             Risk change 
----------------------------------------------------------  -------------------------------------------------------------  ----------- 
                                                                                                                           New 
  *    Competitive environment for new centres results in    *    The Group uses multiple agents to seek out 
       less new Group centre openings.                            opportunities across the UK and Canada. 
 
 
  *    New competitive socialising concepts could appear     *    We met with the top five landlords in Canada in July 
       more attractive to landlords.                              2023 with positive feedback and a number of 
                                                                  opportunities in negotiation. 
 
  *    Higher rents offered by short-term private groups. 
                                                             *    Continued focus with landlords on initial investment, 
                                                                  innovation, as well as refurbishment and maintenance 
                                                                  capital. 
 
 
                                                             *    Strong financial covenant provides forward-looking 
                                                                  landlords with both value and comfort. 
----------------------------------------------------------  -------------------------------------------------------------  ----------- 
 
 
Operational Risk 
------------------------------------------------------------    ----------------------------------------------------------------------- 
4. Core systems 
------------------------------------------------------------    ----------------------------------------------------------------------- 
Risk and impact                                               Mitigating factors                                             Risk 
                                                                                                                             change 
------------------------------------------------------------  -------------------------------------------------------------  ---------- 
                                                                                                                              Unchanged 
  *    Failure in the stability or availability of              *    All core UK systems (non-cloud based) are backed up 
       information through IT systems could affect Group             to our disaster recovery centre. 
       business and operations. 
 
                                                                *    The reservation systems, provided by a third party, 
  *    Customers not being able to book through the website          are hosted by Microsoft Azure Cloud for added 
       is a bigger risk given the higher proportion of               resilience and performance. This also has full 
       online bookings compared to prior years.                      business continuity provision and scalability for 
                                                                     peak trading periods. 
 
  *    Inaccuracy of data could lead to incorrect business 
       decisions being made.                                    *    Our new Compass reservations system will be rolled 
                                                                     out to the Group estate from FY2024 Q3. This system 
                                                                     has been built in house and will have improved 
                                                                     performance, resilience and future development 
                                                                     flexibility compared to the existing system. It will 
                                                                     also remove the reliance on an external partner. 
 
 
                                                                *    The CRM/CMS and CDP system is hosted by a third party 
                                                                     utilising cloud infrastructure with data recovery 
                                                                     contingency in place. 
 
 
                                                                *    Our core Canadian systems are still server based and 
                                                                     moving towards cloud based over the next 12 months in 
                                                                     line with the platforms adopted by our UK operation. 
 
 
                                                                *    All Group technology changes which affect core 
                                                                     systems are subject to authorisation and change 
                                                                     control procedures with steering groups in place for 
                                                                     key projects. 
------------------------------------------------------------  -------------------------------------------------------------  ---------- 
 
5. Food and drink suppliers 
------------------------------------------------------------    ----------------------------------------------------------------------- 
Risk and impact                                               Mitigating factors                                             Risk 
                                                                                                                             change 
------------------------------------------------------------  -------------------------------------------------------------  ---------- 
                                                                                                                              Unchanged 
  *    Operational business failures from key suppliers.        *    The Group has key food and drink suppliers under 
                                                                     contract with tight service level agreements (SLAs). 
                                                                     Alternative suppliers that know our business could be 
  *    Unable to provide customers with a full experience.           introduced, if needed, at short notice. UK centres 
                                                                     hold between 14 and 21 days of food and drink 
                                                                     product. Canadian centres hold marginally more food 
                                                                     and drink stock due to their supplier base and 
                                                                     potential for missed deliveries. 
 
 
                                                                *    Regular reviews and updates are held with external 
                                                                     partners to identify any perceived risk and its 
                                                                     resolution. This process was updated in November 2022 
                                                                     with substitute products available in all scenarios. 
                                                                     A policy is in place to ensure the safe procurement 
                                                                     of food and drink within allergen controls. 
 
 
                                                                *    Regular reviews of food and drink menus are also 
                                                                     undertaken to ensure appropriate stockturn and 
                                                                     profitability. 
 
 
                                                                *    Splitsville uses Xtreme Hospitality (XH), a group 
                                                                     buying company, and Molson Coors, to align itself 
                                                                     with tier one suppliers in all service categories 
                                                                     including food and drink. If XH is unable to provide 
                                                                     a service or product, Splitsville is able to source 
                                                                     directly itself. 
------------------------------------------------------------  -------------------------------------------------------------  ---------- 
6. Amusement supplier 
------------------------------------------------------------    ----------------------------------------------------------------------- 
Risk and impact                                               Mitigating factors                                             Risk 
                                                                                                                             change 
------------------------------------------------------------  -------------------------------------------------------------  ---------- 
                                                                                                                              Unchanged 
  *    Any disruption which affects Group relationship with     *    Regular key supplier meetings between our Head of 
       amusement suppliers.                                          Amusements, and Namco. There are half-yearly meetings 
                                                                     between the CEO, CFO and the Namco UK leadership 
                                                                     team. 
  *    Customers would be unable to utilise a core offer in 
       the centres. 
                                                                *    Namco is a long-term partner that has a strong UK 
                                                                     presence and supports the Group with trials, 
                                                                     initiatives and discovery visits. 
 
 
                                                                *    Namco also has strong liquidity which should allow 
                                                                     for a continued relationship during or post any 
                                                                     consumer recession. 
 
 
                                                                *    The Canadian supplier is Player 1 which is a 
                                                                     subsidiary of Cineplex Inc. which is listed on the 
                                                                     Canadian stock market. Quarterly meetings are held 
                                                                     with Player 1. 
------------------------------------------------------------  -------------------------------------------------------------  ---------- 
7. Management retention and recruitment 
------------------------------------------------------------    ----------------------------------------------------------------------- 
Risk and impact                                               Mitigating factors                                             Risk 
                                                                                                                             change 
------------------------------------------------------------  -------------------------------------------------------------  ---------- 
                                                                                                                              Unchanged 
 *    Loss of key personnel - centre managers.                  *    The Group runs Centre Manager In Training (CMIT) and 
                                                                     Assistant Manager In Training (AMIT) programmes 
                                                                     annually in the UK, which identify centre talent and 
 *    Lack of direction at centre level with effect on               develop team members ready for these roles. Centre 
      customer experience.                                           managers in training run centres, with assistance 
                                                                     from their regional support manager as well as 
                                                                     experienced centre managers from across the region, 
 *    More competitive recruitment landscape due to Brexit           when a vacancy needs to be filled at short notice. 
      impact of reduced hospitality worker availability. 
 
                                                                *    The bonus schemes were reviewed for the estate 
 *    More difficult to execute business plans and strategy,         reopening in May 2021 and again at the end of FY2022, 
      impacting on revenue and profitability.                        to ensure they were still a strong recruitment and 
                                                                     retention tool. The management bonuses were 
                                                                     introduced into the Canadian business for FY2023 and 
                                                                     we are reviewing how to implement a team member 
                                                                     hourly scheme in Canada for FY2024. 
 
 
                                                                *    The hourly scheme has paid out to an average of c.52 
                                                                     per cent of the UK team in each month in FY2023. 
------------------------------------------------------------  -------------------------------------------------------------  ---------- 
 
8. Food safety 
------------------------------------------------------------    ----------------------------------------------------------------------- 
Risk and impact                                               Mitigating factors                                             Risk 
                                                                                                                             change 
------------------------------------------------------------  -------------------------------------------------------------  ---------- 
                                                                                                                              Unchanged 
  *    Major food incident including allergen or fresh food    *    Food and drink audits are undertaken in all centres 
       issues.                                                      based upon learnings of prior year and food incidents 
                                                                    seen in other companies. 
 
  *    Loss of trade and reputation, potential closure and 
       litigation.                                             *    UK - allergen awareness is part of our team member 
                                                                    training matrix which needs be completed before team 
                                                                    members can take food or drink orders. Information is 
                                                                    regularly updated and remains a focus for the 
                                                                    centres. This was enhanced further in the latest menu, 
                                                                    along with an online allergens list which is 
                                                                    available for all customers. A primary local 
                                                                    authority partnership is in place with South 
                                                                    Gloucestershire covering health and safety, as well 
                                                                    as food safety. 
 
 
                                                               *    In conjunction with the supply chain risk the 
                                                                    Allergen Control Policy has been reviewed and updated 
                                                                    (May 2023). 
 
 
                                                               *    All food menus have an allergen disclaimer. 
 
 
                                                               *    All food menus have a QR code linking the customer to 
                                                                    up-to-date allergen content for each product, updated 
                                                                    through the 'Nutritics' system. 
 
 
                                                               *    Canada - all food menus have an allergen disclaimer. 
                                                                    Allergen checks are undertaken with all customers 
                                                                    when they order and are also audited. An Allergen 
                                                                    Control Policy is being drafted in line with the 
                                                                    launch of the new menu and with the new Head of Food 
                                                                    and Drink. This will be reviewed by the UK before 
                                                                    going live. 
------------------------------------------------------------  -------------------------------------------------------------  ---------- 
 
 
Technical risks 
-------------------------------------------------------------------------------------------------------------------------------------- 
9. Cyber security and GDPR 
-----------------------------------------------------------  --------------------------------  --------------------------------------- 
Risk and impact                                              Mitigating factors                                             Risk 
                                                                                                                            change 
-----------------------------------------------------------  -------------------------------------------------------------  ---------- 
                                                                                                                             Unchanged 
 *    Risk of cyber-attack/terrorism could impact the          *    The area is a key focus for the Group and it adopts a 
      Group's ability to keep trading and prevent customers         multi-faceted approach to protecting its IT networks 
      from booking online.                                          through protected firewalls and secure two-factor 
                                                                    authentication passwords, as well as the frequent 
                                                                    running of vulnerability scans to ensure the 
 *    Non-accreditation can lead to the acquiring bank              integrity of the firewalls. 
      removing transaction processing. 
 
                                                               *    An external Security Operations Centre is in place to 
 *    Data protection or GDPR breach. Theft of customer             provide 24/7/365 monitoring and actioning of cyber 
      email addresses and impact on brand reputation in the         security alerts and an additional retained service to 
      case of a breach.                                             work with the Group on a priority basis should a 
                                                                    breach occur. 
 
 
                                                               *    Advancements in the internal IT infrastructure have 
                                                                    resulted in a more secure way of working. By 
                                                                    leveraging Microsoft technologies such as AI threat 
                                                                    intelligence and NCSC recommended baselines, our 
                                                                    overall IT estate utilises widely accepted security 
                                                                    solutions and configurations. The Group website is 
                                                                    hosted in Amazon Web Services which enforces a high 
                                                                    level of physical security to safeguard its data 
                                                                    centres, with military grade perimeter controls. 
 
 
                                                               *    The website and booking site are protected by 
                                                                    Cloudflare WAF with DDoS (Distributed Denial of 
                                                                    Service) protection. 
 
 
                                                               *    There is active protection of the network against a 
                                                                    DDoS attack. 
 
 
                                                               *    Payment systems have been upgraded to use P2PE 
                                                                    payment devices, greatly reducing PCI DSS risks with 
                                                                    cardholder present transactions in centres. New 
                                                                    payment technology for ecommerce ensures that no card 
                                                                    data passes through Group networks. 98 per cent of 
                                                                    transactions operate in a PCI DSS secure environment. 
                                                                    There are plans to address the remaining 2 per cent 
                                                                    of transactions that occur through the contact centre 
                                                                    by implementing pay-by-link. 
 
 
                                                               *    Quarterly vulnerability scanning is being implemented 
                                                                    against the PCI standard. Annual penetration testing 
                                                                    is conducted through a third-party cyber security 
                                                                    company. 
 
 
                                                               *    Advanced data loss protection is also now in place to 
                                                                    limit unauthorised, undisclosed, or unidentified 
                                                                    migration or movements of data outside of our control 
                                                                    on unsecured and unmanaged devices, including mobile 
                                                                    phones. 
 
 
                                                               *    Cyber Essentials certification has been achieved and 
                                                                    was successfully externally audited in September 
                                                                    2023. 
 
 
                                                               *    A Data Protection Officer has been in position for a 
                                                                    number of years in the UK and we have a dedicated 
                                                                    Cyber Security Manager who oversees our strategy, 
                                                                    applications and activity in this area with periodic 
                                                                    updates given to the Board. 
 
 
                                                               *    A training course on GDPR awareness is on STARS 
                                                                    (online training tool) and all team members have to 
                                                                    complete this before being able to work on shift. 
 
 
                                                               *    In FY2024 we are continuing to upgrade the IT 
                                                                    infrastructure and networks in our Canadian business 
                                                                    to move from centre-based operations to centrally 
                                                                    hosted and managed services. 
-----------------------------------------------------------  -------------------------------------------------------------  ---------- 
 
 
 
Regulatory risks 
------------------------------------------------------------------------------------------------------------------------------------- 
10. Compliance 
----------------------------------------------------------    ----------------------------------------------------------------------- 
Risk and impact                                             Mitigating factors                                             Risk 
                                                                                                                           change 
----------------------------------------------------------  -------------------------------------------------------------  ---------- 
                                                                                                                            Unchanged 
 *    Failure to adhere to regulatory requirements such as   *    Expert opinion is sought where relevant. We run 
      listing rules, taxation, health and safety, planning        regular training and development for appropriately 
      regulations and other laws.                                 qualified staff. 
 
 
 *    Potential financial penalties and reputational         *    The Board has oversight of the management of 
      damage.                                                     regulatory risk and ensures that each member of the 
                                                                  Board is aware of their responsibilities. 
 
 
                                                             *    Compliance documentation for centres to complete for 
                                                                  health and safety, and food safety, are updated and 
                                                                  circulated twice per year. Adherence to Company/legal 
                                                                  standards is audited by the internal audit team. 
----------------------------------------------------------  -------------------------------------------------------------  ---------- 
 
11. Climate change 
----------------------------------------------------------    ----------------------------------------------------------------------- 
Risk and impact                                             Mitigating factors                                             Risk 
                                                                                                                           change 
----------------------------------------------------------  -------------------------------------------------------------  ---------- 
                                                                                                                            Unchanged 
  *    Increasing carbon taxes.                              *    Significant progress already made with solar panel 
                                                                  installations and transitioning energy contracts to 
                                                                  renewable sources. 
  *    Business interruption and damage to assets. 
 
                                                             *    The CRC monitors and reports on climate-related risks 
  *    Cost of transitioning operations to net zero.              and opportunities. 
 
 
                                                             *    Our TCFD disclosure includes scenario planning which 
                                                                  was undertaken to understand materiality of risks. 
                                                                  This did not identify any material short to mid-term 
                                                                  risks for the Group. 
 
 
                                                             *    The range of climate-related targets has been 
                                                                  extended for FY2024. 
 
 
                                                             *    The Group's UK net zero transition plan and milestone 
                                                                  targets are in the full Annual Report. 
----------------------------------------------------------  -------------------------------------------------------------  ---------- 
 

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END

FR KDLFFXLLFFBV

(END) Dow Jones Newswires

December 18, 2023 02:00 ET (07:00 GMT)

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