4 December 2024
XP Factory
plc
("XP Factory", the "Company"
or the "Group")
Interim
Results
XP Factory plc (AIM: XPF),
one of the UK's pre-eminent experiential leisure
businesses operating the Escape Hunt® and Boom Battle Bar®
brands, is pleased to announce its
unaudited interim results for the six months ended 30 September
2024 ("H1 FY2025").
|
H1 FY2025
(£m)
|
H1 20231
(£m)
|
Change
|
Revenue
|
24.9
|
18.7
|
+33.2%
|
Gross Profit
|
15.6
|
11.7
|
+33.6%
|
Pre IFRS 16 Site level
EBITDA
|
5.6
|
5.0
|
+11.3%
|
Pre IFRS 16 Group Adjusted
EBITDA1
|
1.5
|
1.1
|
+30.5%
|
Post IFRS16 Group Adjusted
EBITDA1
|
3.2
|
2.4
|
+34.7%
|
Free cash generation3
|
2.1
|
2.2
|
-7.4%
|
FINANCIAL
HIGHLIGHTS
·
|
Group revenue increased 33.2% to
£24.9m (H1 2023: £18.7m)
|
|
-
Escape Hunt owner operated site revenue increased
7% to £6.5m (H1 2023: £6.1m)
|
|
-
Boom Battle Bar ("Boom") owner operated revenue
increased 56% to £17.6m (H1 2023: £11.3m)
|
·
|
Gross margin maintained at 62.8%
(H1 2023: 62.6%)
|
·
|
Pre IFRS 16 Group Adjusted
EBITDA2 profit increased 30.5% to of £1.5m (H1
2023: £1.1m)
|
·
|
Pre IFRS16 site level EBITDA up
11% to £5.6m (H1 2023: £5.0m)
|
·
|
Free cash generation3
of £2.1m (H1 2023: £2.2m)
|
·
|
£3.6m invested in growth capex,
and £0.3m in maintenance capex
|
·
|
Cash balance at 30 September 2024
of £1.9m (31 March 2024 £3.9m)
|
·
|
Net debt at 30 September 2024 of
£1.3m (31 March 2024: £0.0m)
|
OPERATING HIGHLIGHTS
·
|
Continued underlying positive
like-for-like growth in both brands ahead of the industry and
against strong comparators in the prior year.
|
o
|
Boom: up 4.4% in the 26 weeks to
29 September 2024 (5.6% excluding the two weeks of
riots)
|
o
|
Escape Hunt : up 3.0% in the 26
weeks to 29 September 2024 (5.7% excluding the weeks of the Euros
and the riots)
|
o
|
Group: up 4.0% in the 26 weeks to
29 September 2024 (5.6% excluding impacted weeks)
|
·
|
Three Boom franchise sites - in
Aldgate, Wandsworth and Bournemouth - acquired May and June
2024
|
·
|
Boom owner operated site level
EBITDA margins increased to 11.8% (H1 2023:
11.0%)
|
·
|
Escape Hunt owner operated site
level EBITDA margins improved to 42.0% (H1 2023: 40.2%)
|
·
|
New Escape Hunt opened in
Worcester in September 2024
|
|
|
|
1 H1 2023 interim results previously published were for the six
months to 30 June 2023.
2 Earnings before interest, tax, depreciation and amortization,
calculated before pre-opening losses, exceptional items, and other
non-cash items. 2023 comparative restated
3 Cash generated from operations, after IFRS16 lease payments,
interest and tax, before capital expenditure
POST PERIOD-END HIGHLIGHTS
·
|
£10m revolving credit facility
with Barclays formalised providing funding to accelerate
growth
|
·
|
Group Like-for-like sales up 2.0%
in the 9 weeks to 1 Dec 2024 against strong comparators
|
·
|
Escape Hunt Glasgow opened in
October 2024
|
·
|
Escape Hunt Cambridge and Boom
Cambridge opening on 6 December 2024
|
·
|
Boom Southampton and Boom Ipswich
bought back in November 2024
|
·
|
Mitigation plans in place to
offset impact of UK Budget without need for significant price
increases
|
·
|
£1m annualised central cost
savings implemented with £0.5m benefit in current financial
year
|
·
|
Balance sheet being restructured
to allow future share buy-backs and dividends
|
ANNOUNCEMENT OF MEDIUM TERM GROWTH TARGETS
·
|
Plan to increase sales by 50% and
double Pre IFRS 16 Adjusted EBITDA by March 2028
|
o
|
Revenue target of £90m with
run-rate of £100m
|
o
|
Pre IFRS 16 Group Adjusted EBITDA
target of £13m, with run-rate 15% Group EBITDA margins
|
o
|
Growth plans funded by cash
generation and debt facility targeting average Debt:EBITDA ratios
of c.1.0x (Pre IFRS 16)
|
|
|
|
Richard Harpham, Chief Executive
of XP Factory, commented: "I am delighted
to report on another period of positive, cash generative growth
in the six months to 30 September 2024, with Group revenue
increasing by 33.2% compared to our first half in 2023. This
performance reflects continued volume-driven like-for-like growth
across both of our brands, ahead of industry levels. Consumer
sentiment weakened in the summer and ahead of the UK Budget,
softening first half performance and, whilst we are encouraged by
strong early indicators for the all-important festive season, with
corporate pre-bookings significantly ahead of 2023, we remain laser
focused on maximising the Christmas
trade that is so important in delivering the full year's
results. This is a
testament to the strength of our offering, the loyalty of our
customer base, and the hard work of our
teams.
"We have also achieved important milestones to support our
expansion goals. The completion of a £10m revolving credit facility
with Barclays provides us with the financial ability to
execute our clear plan to double Group EBITDA over the next four
years. In addition, we are planning a balance sheet re-organisation
to enable share buy-backs and to
create capacity for dividend payments in
future, should we deem it appropriate. With a solid
foundation in place, we remain confident in our ability to deliver
sustainable growth and significant long-term value
creation."
XP Factory will provide a trading
update after the Christmas period in late January 2025.
Enquiries
|
|
XP
Factory plc
Richard Harpham (Chief Executive
Officer)
Graham Bird (Chief Financial
Officer)
|
+44 (0) 20 7846
3322
|
Singer Capital Markets - NOMAD and
Broker
Peter Steel
James Todd
|
+44 (0) 20 7496
3000
|
IFC
Advisory - Financial PR
Graham Herring
Florence Chandler
|
+44 (0) 20 3934
6630
|
About XP Factory plc
The XP Factory Group is one of the
UK's leading experiential leisure businesses which currently
operates two fast growing leisure brands. Escape Hunt is a
global leader in providing escape-the-room experiences delivered
through a network of owner-operated sites in the UK, an
international network of franchised outlets in five continents, and
through digitally delivered games which can be played
remotely.
Boom Battle Bar is a fast-growing
network of owner-operated and franchised sites in the UK that
combine competitive socialising activities with themed cocktails,
drinks and street food in a high energy setting. Activities
include a range of games such as augmented reality darts, Bavarian
axe throwing, 'crazier golf', shuffleboard and others. The
Group's products enjoy premium customer ratings and cater for
leisure or teambuilding, in small groups or large, and are suitable
for consumers, businesses and other organisations. The Company has
a strategy to expand the network in the UK and internationally,
creating high quality games and experiences delivered through
multiple formats and which can incorporate branded IP content.
(https://xpfactory.com/)
CHIEF EXECUTIVE'S REPORT
INTRODUCTION
We are pleased to report another
six-month period of further progress with good growth in both our
Escape Hunt and Boom Battle Bar brands. Both businesses achieved
positive like-for-like sales growth against strong prior year
comparatives despite an environment characterised by weaker
consumer sentiment particularly in the run up to and immediate
aftermath of the UK budget announcement.
Escape Hunt continues to perform
exceptionally well; site level EBITDA margins improved to 42% (H1
2023: 40.2%), with strong cash generation and outstanding customer
feedback. We continue to see significant further growth
opportunities for the brand, and plan to accelerate the roll out
within the UK. We are also in the early stages of
investigating new international opportunities.
Following a very strong year of
growth in 2023, Boom has continued to deliver positive
like-for-like sales growth, whilst maintaining healthy gross
margins and producing strong free cash generation. As a more
seasonal business, site level EBITDA is always lower in the first
half of the year than as the second half is significantly bolstered
by the important Christmas period which has started positively with
corporate pre-bookings significantly up compared to November and
December in 2023. Boom is now in its third year of operation under
XP's ownership and with the data and learnings garnered, the strong
cash return on capital and in particular the opportunities for
further roll-out in high footfall and high population areas, we
believe the runway for Boom remains highly attractive.
Our £10m revolving credit facility
with Barclays is now in place, providing the funding to accelerate
our growth with a clear target to double EBITDA within four
years. More detail is set out below. Whilst there will
be additional costs on the business driven by the Government's
recent budget, we have plans in place to mitigate the impact which
can largely be absorbed without the need for significant price
increases. We remain optimistic for both our businesses for the
coming year.
ESCAPE HUNT
The Escape Hunt owner operated
business delivered £6.5m of revenue in the period with continued
positive like-for-like sales growth of 3.5% across the UK estate,
achieved with negligible increases in pricing. The performance in
the period was adversely impacted in the final two weeks of the
football European Championships, when England played in the
knock-out games, and we also experienced a significant reduction in
activity during the two weekends in late July / early August when
rioting in the UK kept consumers at home. Several of our
sites were forced to close in locations where rioting was close to
the venue. Excluding the final two weeks of the Euros and the weeks
impacted by riots, like-for-like sales growth in the UK was
6.7%.
Site level EBITDA was £2.7m, a 12%
increase on the site level EBITDA reported in H1 2023. The Minimum
Living Wage (MLW) increased by 9.8% in April 2024 and in order to
maintain our premium to the MLW, labour costs increased
accordingly. However, we have largely been able to absorb the
cost increases at site level through improved efficiencies, leading
to increased EBITDA margins in the period of 42.0%.
Performance across the estate has been consistent, characterised by
strong cash generation and high return on capital
metrics.
We opened one new site in the
period in Worcester, which is trading well, and since the period
end we have opened a further site in Glasgow, with a site in
Cambridge opening to the public on 6th December
2024. We have developed a further pipeline of towns and
cities to target and, as explained below, plan to accelerate the
roll out of Escape Hunt sites using cash generated from operations
and our credit facility.
Our content strategy has also made
significant strides and continues to prove extremely popular with
our customers. Our new Excalibur game is now operating in
four sites and we have a new Dracula game in two. An exciting
new game, Jewel of India,
is in production and new games themed around the Chocolate Factory and carnival style
Fiesta have been launched
for our franchisees. All games are proprietary to Escape Hunt
and the growing content library, together with the production
know-how provides growing differentiation and represents a
significant barrier to entry for competition.
BOOM BATTLE BARS
Owner operated
The Boom owner operated business
delivered turnover of £17.6m, representing a 56% increase compared
to the previously reported H1 2023 (H1 2023: £11.3m).
Like-for-like growth in the 26 weeks to 29 September 2024 was 4.4%.
As for Escape Hunt, the underlying like for like growth in the
period was negatively impacted during two weeks in August 2024 when
riots took place across the country. The prior year
comparative also benefitted from international rugby games in
Cardiff over two weekends in August, which delivered exceptionally
high sales in our Cardiff site. Excluding these two factors,
the underlying like-for-like growth was 10.3% across our UK owner
operated estate.
Site level EBITDA of £2.1m
represents a margin of 11.8%. However, the margin has been diluted
in particular by two former franchise units which were struggling,
one of which we have taken over at no cost and the other with a
termination payment due from the franchisee. Excluding these
two sites, the underlying site level EBITDA margin for the UK
estate was 13.6%.
Three former franchise sites were
acquired during the period in Aldgate, Wandsworth and Bournemouth.
The sites in Aldgate and Wandsworth were both owned by the same
franchisee who had significant outstanding debts and had fallen in
arrears. In each case, we stepped in to take over the site to
avoid brand and lease guarantee exposure with a termination payment
due from the franchisee payable over a three-year period.
Aldgate is a high performing site with potential to deliver strong
margins. Wandsworth has been a more difficult venue and we
have since restructured the lease, reduced the footprint and are
confident of turning the site's performance around.
Bournemouth has historically been a good performer, and we
expect to generate attractive returns from the acquisition.
Since the period end, we have bought back the strong performing
site in Southampton and have stepped into the Ipswich site in
return for a termination payment. Both sites will form part
of our owner operated estate in future.
Franchise
Franchise revenue in the period
was £0.5m, a 51% decrease on H1 2023 (£1.1m). The deliberate
decrease is as a result of the reduction in the number of
franchisees following the acquisitions completed in late 2023 and
further acquisitions during the current period. There are
currently five franchise sites in the Boom estate, and it is likely
that a number of these will also be brought back into the owner
operated estate.
STRATEGY
We recognised the significant
growth opportunity for XP Factory some time ago, and our extensive
data points around market-leading customer validation, high returns
on capital and runway have only served to further cement that view
for both brands. The challenge, however, was how to fund such
growth in the most effective way for shareholders. Now that we have
access to a £10m revolving credit facility from Barclays, we are
pleased to communicate our plan to double Group Pre IFRS 16 EBITDA
over 4 years, targeting run-rate sales of £100m at 15% EBITDA in
the medium term, whilst maintaining modest net debt ratios.
The consistently strong returns
generated by Escape Hunt and experience in cities such as Norwich,
where we proved two sites could operate very profitably alongside
each other has given us confidence in a significantly longer runway
than we first imagined, with scope for around 100 sites rather than
50. Furthermore, we are increasingly being able to secure landlord
contributions for smaller Escape Hunt sites, which previously were
not available, reducing the net investment required to open a new
site.
In the case of Boom, with three
years of experience, we have learnt much about the factors that
drive success, which enables a more nuanced approach to locating
new sites.
As a Group, our vision is to
deliver £90m of sales and £13m Group EBITDA margin within four
years, with an underlying run-rate revenue of £100m and targeting a
15% Group EBITDA margin. This will be delivered by focusing
principally on growing the owner operated estate and leveraging the
head office platform we have in place already.
Escape Hunt performs highly
consistently across all sites, all of which are similar sized with
six games rooms on average. Expanding the estate rapidly across the
UK in this format remains the focus, and additionally we now have
data that supports the building of larger sites in areas of
particularly high traffic.
Our Boom estate comprises some
large sites in very high footfall areas, but also some smaller
sites in more neighbourhood towns. Whilst the business works in
both, the returns are disproportionately higher when the sites are
larger, more prime and in large towns, so these opportunities will
be our focus over the coming periods.
The group's target can be achieved
from a portfolio comprising 50 - 60 Escape Hunt sites, requiring
growth on average of 8 - 10 of our current sized sites per annum,
alongside 35 - 40 Boom sites, requiring growth on average of 2 - 4
new sites per annum from the current base. This can be
achieved with modest leverage, aiming to keep average Debt:EBITDA
ratios around 1.0x on a pre-IFRS16 basis.
The accelerated growth strategy
provides an exciting and clear path to value creation, capitalising
on the growing and positive long-term trends in favour of
experiential leisure. We plan to host a capital markets day
in Q1 2025 to provide greater insight to investors.
FINANCIAL REVIEW
Financial performance
Following our change of year end,
the unaudited results for the six months to 30 September 2024
represent a different period to the period previously reported in
our interims in 2023. Sales and gross profit information is
provided for the comparison purposes. Group revenue in the
six months to 30 September was £24.9m, an increase of 19% over the
same period in 2023 (six months to Sep 2023: £20.9m) and an
increase of 33% over the six months to June 2023 as previously
reported (six months to June 2023: £18.7m). The increase is
driven by positive like-for-like growth, all of which was volume
driven, coupled with growth in the Boom estate comprising both new
site openings in late 2023 and the acquisition of former franchise
sites.
Revenue and gross profit in the
three relevant six month periods were as follows:
£'000
|
|
6 Months
to
|
6 Months
to
|
6 Months
to
|
% change
|
% change
|
|
|
30 Sept
2024
|
30 Sept
2023
|
30 June
2023
|
v six months to Sep
2023
|
v six months to June
2023
|
Revenue
|
|
|
|
|
|
|
|
Escape Hunt Owner
operated
|
6,510
|
6,392
|
6,063
|
2%
|
7%
|
|
Escape Hunt Franchise
|
292
|
338
|
282
|
(14%)
|
4%
|
|
Boom Owner Operated
|
17,555
|
13,270
|
11,260
|
32%
|
56%
|
|
Boom Franchise
|
538
|
897
|
1,089
|
(40%)
|
(51%)
|
|
|
24,895
|
20,897
|
18,694
|
19%
|
33%
|
Gross
profit
|
|
|
|
|
|
|
|
Escape Hunt Owner
operated
|
4,648
|
4,431
|
4,240
|
5%
|
10%
|
|
Escape Hunt Franchise
|
292
|
334
|
282
|
(13%)
|
4%
|
|
Boom Owner Operated
|
10,150
|
7,807
|
6,086
|
30%
|
67%
|
|
Boom Franchise
|
538
|
897
|
1,089
|
(40%)
|
(51%)
|
|
|
15,628
|
13,469
|
11,697
|
16%
|
34%
|
|
|
|
|
|
|
|
|
Group Adjusted EBITDA pre IFRS16
was £1.5m and increase of 31% over the £1,1m for the six months to
June 2023. Adjusted EBITDA after IFRS16 was £3.2m, up 30%
compared to the £2.4m reported in the six months to June 2023.
|
|
|
H1 FY2025
£'000
|
H1 2023
£'000
|
Adjusted EBITDA - pre IFRS
16
|
|
|
1,472
|
1,129
|
IFRS 16 adjustments
|
|
|
1,701
|
1,307
|
Adjusted EBITDA
|
|
|
3,173
|
2,436
|
Amortisation of
intangibles
|
|
|
(77)
|
(393)
|
Depreciation
|
|
|
(3,013)
|
(2,936)
|
Dilapidations provision
|
|
|
(108)
|
(80)
|
Loss on disposal of tangible
assets
|
|
|
(71)
|
(19)
|
Contract termination and other
exceptional costs
|
|
|
(384)
|
(49)
|
Branch pre-opening
costs
|
|
|
(307)
|
(188)
|
Provision against loan to
franchisee
|
|
|
(12)
|
-
|
Foreign currency gains /
(losses)
|
|
|
13
|
7
|
Fair value movement on contingent
consideration
|
|
|
-
|
(312)
|
IFRS 9 provision for guarantee
losses
|
|
|
22
|
7
|
Share-based payment
expense
|
|
|
(22)
|
(42)
|
Operating loss
|
|
|
(786)
|
(1,569)
|
£307k of expenditure in the period
related to pre-opening costs covering the new Boom site in
Cambridge and new Escape Hunt sites in Cambridge, Worcester and
Glasgow. The £384k contract termination and other exceptional costs
includes an onerous contract provision relating to TV subscriptions
which we have removed from the majority of our Boom sites, as there
has been no discernible benefit from the significant cost
associated with the service.
At a site level, Escape Hunt owner
operated segment continued to perform strongly, delivering
site-level EBITDA of £2,733k at a margin of 42.0%. The
underlying site level EBITDA margins achieved in Boom (11.8%)
reflect the seasonality in Boom's business but more significantly
were diluted by the losses/lower margins generated from two
previous franchise sites. We have taken over the two
franchise sites in question as we had lease exposure, and the
franchisee was unable to operate the site satisfactorily.
Outside of these two sites, the estate delivered site level EBITDA
margins of 13.6%.
Six
months to 30 September 2024
|
Escape Hunt
|
Escape
Hunt
|
Boom
|
Boom
|
|
H1 2023
|
|
Owned
|
Franchise
|
Owned
|
Franchise
|
Unallocated
|
£'000
|
Sales
|
6,510
|
292
|
17,555
|
538
|
-
|
24,895
|
Gross profit
|
4,648
|
292
|
10,150
|
538
|
-
|
15,628
|
Pre IFRS 16 Adjusted site level
EBITDA
|
2,733
|
272
|
2,069
|
538
|
-
|
5,612
|
Site level EBITDA margin
|
42%
|
93%
|
12%
|
100%
|
|
23%
|
Centrally incurred costs
|
(946)
|
(2)
|
(475)
|
-
|
(2,716)
|
(4,139)
|
Pre-IFRS Adjusted EBITDA
|
1,787
|
270
|
1,594
|
538
|
(2,716)
|
1,473
|
IFRS adjustments (net of
pre-opening)
|
321
|
-
|
1,380
|
-
|
-
|
1,738
|
Post IFRS 16 Adjusted EBITDA
|
2,108
|
270
|
2,974
|
538
|
(2,715)
|
3,174
|
Six months to 30 June 2023
|
Escape Hunt
|
Escape
Hunt
|
Boom
|
Boom
|
|
H1 2022
|
|
Owned
|
Franchise
|
Owned
|
Franchise
|
Unallocated
|
£'000
|
Sales
|
6,063
|
282
|
11,260
|
1,089
|
-
|
18,694
|
Gross profit
|
4,240
|
282
|
6,086
|
1,089
|
-
|
11,697
|
Pre IFRS 16 Adjusted site level
EBITDA
|
2,437
|
282
|
1,234
|
1,089
|
-
|
5,042
|
Site level EBITDA margin
|
40%
|
100%
|
11%
|
100%
|
|
27%
|
Centrally incurred costs
|
(683)
|
(54)
|
(591)
|
(21)
|
(2,567)
|
(3,993)
|
Pre-IFRS Adjusted EBITDA
|
1,7154
|
228
|
643
|
1,068
|
(2,567)
|
1,126
|
IFRS adjustments (net of
pre-opening)
|
276
|
-
|
1,031
|
-
|
-
|
1,307
|
Post IFRS 16 Adjusted EBITDA
|
2,030
|
228
|
1,674
|
1,068
|
(2,567)
|
2,433
|
Central costs of £4.1m represent a
3.5% increase on the six-month period to June 2023, and increased
largely as a result of inflationary pay rises awarded earlier in
the year. Since the period end, we have identified and
implemented a number of cost savings within our head office cost
base with a run rate of c.£1m per annum. It is our intention to
leverage the central cost base against further growth in the
business in future.
Interest costs of £195k reflect
the additional fit out and vendor finance
utilised.
Unaudited Group operating loss was
£0.9m (six months to June 2023: loss £2.2m) leading to a reduction
in the loss per share from 1.58p to 1.26p.
Cashflow
The Group generated £4.2m of cash
from operations (H1 2023: £3.4m) on a post IFRS16 basis, and £2.3m
pre IFRS16 (H1 2023: £2.4m), demonstrating the strong cashflow
characteristics of the business. £3.6m was invested in plant
and equipment and intangibles, offset by £0.4m landlord
contributions received. This investment comprised capital
expenditure of £2.1m within Boom owner-operated sites, of which
£0.1m represented 'maintenance' capex, capital expenditure of £1.4m
in Escape Hunt owner operated sites, of which £0.1m represented
maintenance capex, and £94k of central capital expenditure, the
majority of which was related to intellectual property protection.
£0.9m of loan repayments were
made, predominantly vendor and fit out finance, and £0.1m was
utilised towards acquisitions of former franchise sites.
Rental payments, classified under
IFRS16 as capital and interest payments totalled £1.9m, whilst
£195k was paid in interest on fit out finance and other
loans.
Since the period end, the Group
has formalised the revolving credit facility with Barclays.
£2.5m was drawn in October 2024 of which £1.1m was used to
refinance existing debt and the balance is being used on site
expansion, notably in Cambridge.
Cash at 30 September 2024 was
£1.9m, offset by £3.2m of debt leaving net debt of £1.3m. (31
Mar 2024: £0.0m).
Financial position
Movements on the balance sheet
largely reflect the capital investment, acquisitions of former
franchise sites and related funding undertaken during the
period.
Current assets reduced to £5.8m,
driven by a reduction in receivables and cash.
The increase in current
liabilities of £1.5m comes from a combination of increased trade
creditors, much of which is capex related to Cambridge and the new
Escape Hunt sites opened in September and October, coupled with an
increase in contract liabilities comprising deferred revenue, being
pre-bookings.
Net assets as at 30 September 2023
stood at £22.7m (31 March 2024: £25.0m). Group net debt was
£1.3m (31 Mar 2024: £0.0m).
UK BUDGET
The Budget announcement on 29
October 2024 has been widely criticised as anti-business due, in
large part, to the 6.7% increase in MLW and the increase in the
rate payable for employer's national insurance coupled with the
lower threshold at which
employer's national insurance becomes
payable. These two changes have a direct impact on the
hospitality and retail industries in particular, and much has been
written in the ensuing weeks regarding the additional costs the
changes will place on the industry. We have analysed the
potential impact of the changes and believe that the increased
costs can largely be absorbed within our existing cost forecasts,
alongside mitigating actions to reduce overall costs. The
impact within head office salaries is confined to the NI changes
with the overall increase representing approximately 1% of the
total employee cost. Our cost forecasts assume increased
employee costs in future years, and we believe this increase can be
absorbed within those assumptions.
Within the Boom and Escape Hunt
owner operated sites, the impact is greater. Although we have
historically paid a premium to the MLW, in many cases, the new MLW
level is higher than existing hourly rates. We have also not
historically differentiated hourly pay based on age and around 40%
of Escape Hunt's hourly paid staff and 50% of Boom's hourly
paid staff have not previously worked sufficient hours to reach the
threshold at which employer's NI was payable. However, under
the new thresholds, about half of these employees would now fall
into the banding. We have a number of ways in which the
impact of the total increase can be mitigated, including changing
the allocation of hours, hourly rates and the employee mix. Labour
represents c.30% of sales in Escape Hunt and c.28% of sales in
Boom. Our estimates suggest that the NI changes will lead to labour
cost increase of approximately 3.5%, whilst the changes to MLW
would add between 2.5% and 5.0% in Escape Hunt and
between 1.2% and 5% in
Boom. As such we believe total labour cost increases at site level
of between 5% and 9% are likely, dependent on the decisions we make
regarding potential mitigating actions. The bottom of the
range is within our existing cost forecasts whilst the top end of
the range would see additional costs of c.£0.8m before any further
mitigating actions.
We have already taken action to
address our overall cost base, notably at head office where we have
restructured post period-end to take out annualised costs of c.£1m.
We are also looking at ways that we can use technology to further
reduce the growth of labour costs as we grow the estate and, with
the benefit of learnings from our Boom estate, have been able to
remove certain subscription costs which are not providing a
return. These and further actions will significantly
mitigate any additional
impact not already reflected in our forecasts. Whilst it is
possible we may have to pass some of the additional cost on to
customers, with all these actions, we believe the increased costs
arising from the budget can largely be offset without the need to
look for significant price increases.
PROPOSED BALANCE SHEET REORGANISATION
As the business has grown and is
now generating strong cashflows, the board has made the decision to
reorganise the balance sheet to enable share buy-backs and to
create capacity for dividend payments in future. The process
to enable this will commence in the final quarter of the financial
year.
POST PERIOD END TRADING AND OUTLOOK
The last two years have been
characterised by a tough macro environment and the considerable
headwinds facing consumers. More recently, the deterioration
in consumer sentiment in the run up to the UK Budget was widely
reported and XP Factory has not been immune to these dynamics which
softened the performance in the first half of our financial
year. Against this backdrop, we are pleased to have delivered
another period of growth in all areas and positive, volume-driven
like-for-like sales in both Escape Hunt and Boom Battle Bars.
As we enter the Christmas period, the most important trading
weeks of the year for the hospitality industry and the period which
is critical to delivering a successful full year outcome for XP
Factory, we are pleased with our levels of pre-booked revenues in
both brands, and are laser focused on maximising the trade that
delivers so much of the year's result and investible capital.
With both brands having achieved a
return on capital of circa 50% and a significant runway for new
sites ahead, we have always been excited about the growth
opportunity for XP Factory. Backed with funding from our new £10m
facility with Barclays, we are therefore pleased to be able to set
out our plans to grow sales 50% whilst doubling Group EBITDA to
create a business with £90m sales and £13m Pre IFRS 16 Adjusted
EBITDA by March 2028. There are many
reasons to be optimistic, with falling interest rates, lower
inflation and rising real wages which should improve consumer
sentiment, although these will undoubtedly be counterbalanced by
the impact of tax rises imposed by the recent UK Budget and the
knock-on effects thereof. The recent performance of XP Factory
during a tough economic environment has been robust, and we
therefore remain cautiously optimistic for the future and confident
in our ability deliver sustainable long term value
creation.
Richard Harpham
Chief Executive Officer
4 December 2024
CONDENSED CONSOLIDATED STATEMENT OF
COMPREHENSIVE INCOME
FOR
THE SIX MONTHS ENDED 30 SEPT 2024
|
|
|
|
Six months
ended
|
Six months
ended
|
|
|
|
|
|
30 Sept
2024
|
30 June
2023
|
|
|
Note
|
|
|
Unaudited
|
Unaudited
|
|
|
|
|
|
£'000
|
£'000
|
|
Continuing operations
|
|
|
|
|
|
|
Revenue
|
|
|
|
24,895
|
18,694
|
|
Cost of sales
|
|
|
|
(9,267)
|
(6,997)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
|
15,628
|
11,697
|
|
Other income
|
|
|
|
-
|
40
|
|
Administrative expenses
|
|
|
|
(16,414)
|
(13,306)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss
|
|
|
|
(785)
|
(1,569)
|
|
|
|
|
|
|
|
|
Adjusted EBITDA
|
|
|
|
3,173
|
2,436
|
|
Amortisation of
intangibles
|
|
|
|
(77)
|
(393)
|
|
Depreciation
|
|
|
|
(3,013)
|
(2,936)
|
|
Dilapidations provision
|
|
|
|
(108)
|
(80)
|
|
Loss on disposal of tangible
assets
|
|
|
|
(71)
|
(19)
|
|
Contract termination and other
exceptional costs
|
|
|
|
(384)
|
(49)
|
|
Branch pre-opening costs
|
|
|
|
(307)
|
(188)
|
|
Provision against loan to
franchisee
|
|
|
|
(12)
|
-
|
|
Foreign currency gains /
(losses)
|
|
|
|
13
|
7
|
|
Fair value movement on contingent
consideration
|
|
|
|
-
|
(312)
|
|
IFRS 9 provision for guarantee
losses
|
|
|
|
22
|
7
|
|
Share-based payment
expense
|
|
|
|
(22)
|
(42)
|
|
Operating loss
|
|
|
|
(786)
|
(1,569)
|
|
|
|
|
|
|
|
|
Interest received
|
|
|
|
43
|
73
|
|
Interest expense
|
|
|
|
(195)
|
(115)
|
|
Lease finance charges
|
13
|
|
|
(1,261)
|
(828)
|
|
|
|
|
|
|
|
|
Loss before taxation
|
|
|
|
(2,199)
|
(2,439)
|
|
Taxation
|
7
|
|
|
(8)
|
47
|
|
|
|
|
|
|
|
|
Loss after taxation
|
|
|
|
(2,207)
|
(2,392)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income:
|
|
|
|
|
|
|
Items that may or will be
reclassified to profit or loss:
|
|
|
|
|
|
|
Exchange differences on translation
of foreign operations
|
|
|
|
4
|
(46)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss
|
|
|
|
(2,203)
|
(2,438)
|
|
|
|
|
|
|
|
|
Loss attributable to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity holders of XP Factory
plc
|
|
|
|
(2,203)
|
(2,392)
|
|
|
|
|
|
(2,203)
|
(2,392)
|
|
|
|
|
|
|
|
|
Total comprehensive loss attributable to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity holders of XP Factory
plc
|
|
|
|
(2,203)
|
(2,438)
|
|
|
|
|
|
(2,203)
|
(2,438)
|
|
|
|
|
|
|
|
|
Loss per share attributable to
equity holders:
|
|
|
|
(1.26)
|
(1.58)
|
|
Basic (Pence)
|
6
|
|
|
(1.26)
|
(1.58)
|
|
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL
POSITION
AS AT 30 SEPT 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30 Sept
|
|
31 March
|
|
|
|
|
2024
|
|
2024
|
|
Note
|
|
|
Unaudited
|
|
Unaudited
|
|
|
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
Non-current assets
|
|
|
|
|
|
|
Property, plant and
equipment
|
8
|
|
|
21,839
|
|
19,360
|
Right-of-use assets
|
9
|
|
|
25,359
|
|
20,326
|
Intangible assets
|
10
|
|
|
23,390
|
|
23,639
|
Finance lease receivable
|
9
|
|
|
-
|
|
1,389
|
Rent deposits
|
|
|
|
102
|
|
71
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
70,690
|
|
64,785
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
Inventories
|
|
|
|
371
|
|
348
|
Trade receivables
|
|
|
|
1,165
|
|
1,635
|
Other receivables and prepayments |
|
|
|
2,392
|
|
2,444
|
Cash and bank balances |
|
|
|
1,853
|
|
3,935
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,781
|
|
8,362
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
|
|
76,471
|
|
73,147
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
Trade payables
|
|
|
|
5,225
|
|
3,758
|
Contract liabilities
|
|
|
|
2,397
|
|
1,809
|
Loans
|
14
|
|
|
1,631
|
|
1,941
|
Lease liabilities
|
13
|
|
|
2,034
|
|
2,032
|
Other payables and
accruals
|
|
|
|
6,950
|
|
7,546
|
Provisions
|
12
|
|
|
185
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,422
|
|
17,086
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT
30 SEPT 2024 (continued)
|
|
|
|
|
As at
|
|
As at
|
|
|
|
|
|
30 Sept
|
|
31 March
|
|
|
|
|
|
2024
|
|
2024
|
|
Note
|
|
|
|
Unaudited
|
|
Unaudited
|
|
|
|
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
|
|
|
Contract liabilities
|
|
|
|
|
316
|
|
419
|
Provisions
|
12
|
|
|
|
695
|
|
609
|
Loans
|
14
|
|
|
|
1,548
|
|
1,917
|
Deferred tax liability
|
|
|
|
|
22
|
|
326
|
Lease liabilities
|
13
|
|
|
|
32,645
|
|
27,786
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35,226
|
|
31,057
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES
|
|
|
|
|
53,648
|
|
48,143
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET ASSETS
|
|
|
|
|
22,823
|
|
25,004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EQUITY
|
|
|
|
|
|
|
|
Capital and reserves attributable to equity holders of XP
Factory plc
|
|
|
|
|
|
|
|
Share capital
|
15
|
|
|
|
2,182
|
|
2,182
|
Share premium account
|
|
|
|
|
48,832
|
|
48,832
|
Merger relief reserve
|
|
|
|
|
-
|
|
-
|
Accumulated losses
|
|
|
|
|
(28,184)
|
|
(25,977)
|
Currency translation
reserve
|
|
|
|
|
(387)
|
|
(391)
|
Capital redemption
reserve
|
|
|
|
|
46
|
|
46
|
Share-based payment
reserve
|
|
|
|
|
334
|
|
312
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL EQUITY
|
|
|
|
22,823
|
|
25,004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONDENSED CONSOLIDATED STATEMENT OF CHANGES
IN EQUITY
FOR
THE SIX MONTHS ENDED 30 SEPT 2024
|
Share
capital
|
Share premium
account
|
Merger relief
reserve
|
Currency translation
reserve
|
Capital redemption
reserve
|
Share-based payment
reserve
|
Accumulated
losses
|
Total
|
|
|
Six months ended
30 Sept 2024
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
Balance as at
1
April 2024
|
2,182
|
48,832
|
-
|
(391)
|
46
|
312
|
(25,977)
|
25,004
|
|
Loss for the period
|
-
|
-
|
-
|
-
|
-
|
-
|
(2,207)
|
(2,207)
|
|
Other comprehensive
income
|
-
|
-
|
-
|
4
|
-
|
-
|
-
|
4
|
|
Total comprehensive loss
|
-
|
-
|
-
|
4
|
-
|
-
|
(2,207)
|
(2,203)
|
|
Issue of shares
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
Share issue costs
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
Share-based payment
charge
|
-
|
-
|
-
|
-
|
-
|
22
|
-
|
22
|
|
Transactions with owners
|
-
|
-
|
-
|
-
|
-
|
22
|
-
|
22
|
|
Balance as at 30 Sept 2024
|
2,182
|
48,832
|
-
|
(387)
|
46
|
334
|
(28,184)
|
22,823
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended
30 June 2023
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
Balance as at
1
January 2023
|
1,883
|
44,705
|
4,756
|
279
|
46
|
240
|
(30,312)
|
21,597
|
|
Loss for the period
|
-
|
-
|
-
|
-
|
-
|
-
|
(2,392)
|
(2,392)
|
|
Other comprehensive
income
|
-
|
-
|
-
|
(46)
|
-
|
-
|
-
|
(46)
|
|
Total comprehensive loss
|
-
|
-
|
-
|
(46)
|
-
|
-
|
(2,392)
|
(2,438)
|
|
Issue of shares |
299
|
4,127 |
-
|
-
|
-
|
-
|
- |
4,426
|
|
Share issue costs
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
Share-based payment
charge
|
-
|
-
|
-
|
-
|
-
|
42
|
-
|
42
|
|
Transactions with owners
|
299
|
4,127
|
-
|
-
|
-
|
42
|
-
|
4,468
|
|
Balance as at 30 June 2023
|
2,182
|
48,832
|
4,756
|
233
|
46
|
281
|
(32,703)
|
23,627
|
|
CONDENSED CONSOLIDATED STATEMENT OF CASH
FLOWS
FOR
THE SIX MONTHS ENDED 30 SEPT 2024
|
|
|
|
|
|
Six months
ended
|
Six months
ended
|
|
|
|
|
|
|
30 Sept
2024
|
30 June
2023
|
|
|
|
|
|
|
Unaudited
|
Unaudited
|
Cash flows from operating activities
|
Note
|
|
|
|
|
£'000
|
£'000
|
Loss before income tax
|
|
|
|
|
|
(2,199)
|
(2,439)
|
Adjustments:
|
|
|
|
|
|
|
|
Depreciation of property, plant
and equipment
|
8
|
|
|
|
|
1,842
|
2,008
|
Depreciation of right-of-use
assets
|
9
|
|
|
|
|
1,171
|
928
|
Amortisation of intangible
assets
|
10
|
|
|
|
|
77
|
393
|
Fair Value movement on contingent
consideration
|
|
|
|
|
|
-
|
313
|
Provision against non-current
assets
|
|
|
|
|
|
12
|
-
|
Loss on write-off of property,
plant and equipment
|
|
|
|
|
|
71
|
18
|
Share-based payment
expense
|
|
|
|
|
|
22
|
40
|
Foreign currency
movements
|
|
|
|
|
|
24
|
5
|
Lease interest charges
|
12
|
|
|
|
|
1,261
|
828
|
Dilapidations provision
|
12
|
|
|
|
|
108
|
80
|
Provisions for guarantee
losses
|
|
|
|
|
|
(22)
|
-
|
Interest expense /
(income)
|
|
|
|
|
|
153
|
42
|
|
|
|
|
|
|
|
|
Operating cash flow before working
capital changes
|
|
|
|
|
|
2,520
|
2,216
|
Decrease in trade and other
receivables
|
|
|
|
|
|
566
|
825
|
Increase in inventories
|
|
|
|
|
|
11
|
31
|
Increase in trade and other
payables
|
|
|
|
|
|
632
|
398
|
Increase in provisions
|
|
|
|
|
|
-
|
(504)
|
Increase / (decrease) in deferred
income
|
|
|
|
|
|
464
|
452
|
Cash generated / (used) in
operations
|
|
|
|
|
|
4,193
|
3,418
|
Income taxes paid
|
|
|
|
|
|
(16)
|
-
|
|
|
|
|
|
|
|
|
Net cash generated / (used) in operating
activities
|
|
|
|
|
|
4,177
|
3,418
|
|
|
|
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
Purchase of property, plant and
equipment
|
8
|
|
|
|
|
(3,520)
|
(2,735)
|
Landlord incentives
received
|
|
|
|
|
|
445
|
-
|
Purchase of intangibles
|
10
|
|
|
|
|
(87)
|
(101)
|
Receipt of deposits
|
|
|
|
|
|
-
|
-
|
Movement on loans to
franchisees
|
|
|
|
|
|
-
|
-
|
Acquisition of business, net of
cash acquired
|
|
|
|
|
|
(100)
|
84
|
Interest received
|
|
|
|
|
|
43
|
28
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
|
|
|
(3,219)
|
(2,724)
|
|
|
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
Proceeds from issue of ordinary
shares
|
13
|
|
|
|
|
-
|
-
|
Interest payments
|
|
|
|
|
|
(195)
|
(115)
|
Finance lease interest
payments
|
12
|
|
|
|
|
(1,092)
|
(522)
|
Finance lease capital
payments
|
12
|
|
|
|
|
(835)
|
(513)
|
Movements on loans
|
|
|
|
|
|
(909)
|
958
|
|
|
|
|
|
|
|
|
Net cash generated / (used) from financing
activities
|
|
|
|
|
|
(3,031)
|
(192)
|
|
|
|
|
|
|
|
|
Net increase / (decrease) in cash and bank
balances
|
|
|
|
|
|
(2,073)
|
502
|
Cash and cash equivalents at
beginning of period
|
|
|
|
|
|
3,935
|
3,189
|
Exchange rate changes on cash held
in foreign currencies
|
|
|
|
|
|
(9)
|
(9)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
|
|
|
|
1,853
|
3,682
|
NOTES TO THE UNAUDITED INTERIM
REPORT
1.
General
information
The Company was incorporated in
England on 17 May 2016 under the name of Dorcaster Limited with
registered number 10184316 as a private company with limited
liability under the Companies Act 2006. The Company was
re-registered as a public company on 13 June 2016 and changed its
name to Dorcaster Plc on 13 June 2016. On 8 July 2016, the
Company's shares were admitted to AIM.
Until its acquisition of
Experiential Ventures Limited on 2 May 2017, the Company was an
investing company (as defined in the AIM Rules for Companies) and
did not trade.
On 2 May 2017, the Company ceased
to be an investing company on the completion of the acquisition of
the entire issued share capital of Experiential Ventures Limited.
Experiential Ventures Limited was the holding company of the Escape
Hunt Group, the activities of which related solely to
franchise.
On 2 May 2017, the Company's name
was changed to Escape Hunt plc and became the holding company of
the enlarged Escape Hunt Group. Thereafter the group established
the Escape Hunt owner operated business which operates through a UK
subsidiary. All of the Escape Hunt franchise activity was
subsequently transferred to a UK subsidiary. On 22 November 2021,
the Company acquired BBB Franchise Limited, together with its
subsidiaries operating collectively as Boom Battle Bars. At
the same time, the Group took steps to change its name to XP
Factory Plc with the change taking effect on 3 December
2021.
XP Factory Plc currently operates
two fast growing leisure brands. Escape Hunt is a
global leader in providing escape-the-room experiences delivered
through a network of owner-operated sites in the UK, an
international network of franchised outlets in five continents, and
through digitally delivered games which can be played
remotely.
Boom Battle Bar is a fast-growing
network of owner-operated and franchise sites in the UK that
combine competitive socialising activities with themed cocktails,
drinks and street food in a high energy, fun setting.
Activities include a range of games such as augmented reality
darts, Bavarian axe throwing, 'crazier golf', shuffleboard and
others.
The Company's registered office is
Ground Floor and Basement Level, 70-88 Oxford Street, London,
England, W1D 1BS.
The consolidated interim financial
information represents the unaudited consolidated results of the
Company and its subsidiaries, (together referred to as "the
Group"). The Consolidated Interim Financial Statements are
presented in Pounds Sterling, which is the currency of the primary
economic environment in which the Company operates.
2.
Basis of
preparation
These interim consolidated
financial statements have been prepared in accordance with IAS 34
Interim Financial Reporting. They do not include all disclosures
that would otherwise be required in a complete set of financial
statements and should be read in conjunction with the 2024/25
annual report. The statutory financial statements for the period
ended 31 March 2024 were prepared in accordance with International
Financial Reporting Standards in accordance with the requirements
of the Companies Act 2006. The auditors reported on those financial
statements; their Audit Report was unqualified.
The interim financial information
is unaudited and does not constitute statutory accounts as defined
in the Companies Act 2006.
The interim financial information
was approved and authorised for issue by the Board of Directors on
3 December 2024.
3.
Going
concern
The financial statements have been
prepared on a going concern basis which contemplates the continuity
of normal business activities and the realisation of assets and the
settlement of liabilities in the ordinary course of
business.
The directors have assessed the
Group's ability to continue in operational existence for the
foreseeable future in accordance with the Financial Reporting
Council's Guidance on the going concern basis of accounting and
reporting on solvency and liquidity risks issued in April
2016.
The Board has prepared detailed
cashflow forecasts covering a 42 month period from the reporting
date. The forecasts take into account the Group's plans to
continue to expand the network of both Boom Battle Bar and Escape
Hunt sites through organic growth. The forecasts consider
downside scenarios reflecting the potential impact of an economic
slowdown, delays in the roll out of sites and inflationary
pressures. Based on the assumptions contained in the
scenarios considered and taking into account mitigating actions
that could be taken in the event of adverse circumstances, the
directors consider there are reasonable grounds to believe that the
Group will be able to pay its debts as and when they become due and
payable, as well as to fund the Group's future operating expenses.
The going concern basis preparation is therefore considered to be
appropriate in preparing these financial statements.
4.
Significant
accounting policies
The Company has applied the same
accounting policies, presentation, methods of computation,
significant judgements and the key sources of estimation of
uncertainties in its interim consolidated financial statements as
in its audited financial statements for the period ended 31 March
2024, which have been prepared in accordance with International
Financial Reporting Standards in accordance with international
accounting standards in conformity with the requirements of the
Companies Act 2006.
5.
Segment
information
Operating segments are reported in
a manner consistent with the internal reporting provided to the
chief operating decision-maker. The chief operating decision-maker,
who is responsible for allocating resources and assessing
performance of the operating segments, has been identified as the
group of executive directors and the chief executive officer who
make strategic decisions.
Management considers that the
Group has four operating segments. Revenues are reviewed based on
the nature of the services provided under each of the Escape Hunt
and Boom Battle Bar brands as follows:
1. The Escape Hunt franchise business,
comprising 20 sites, where all franchised branches are operating
under effectively the same model;
2. The Escape Hunt owner-operated
branch business, which as at 30 Sept 2024 consisted of 21 Escape
Hunt sites in the UK, one in Dubai, one in Paris and one in
Brussels;
3. The Boom Battle Bar owner-operated
business, which as at 30 Sept 2024 comprised 22 Boom Battle Bar
sites in the UK and one in Dubai.
4. The Boom Battle Bar franchise
business, comprising 7 sites, where all franchised branches operate
under the same model within the Boom Battle Bar brand;
and
The Group operates on a global
basis. As at 30 Sept 2024, the Company had active Escape Hunt
franchisees in 7 countries. The Company does not presently analyse
or measure the performance of the franchising business into
geographic regions or by type of revenue, since this does not
provide meaningful analysis to managing the business.
|
|
Escape Hunt
Owner
operated
|
Escape Hunt
Franchise
|
Boom Owner
operated
|
Boom
Franchise
|
Unallocated
|
Total
|
Six months ended 30 Sept 2024
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
Revenue
|
|
6,510
|
292
|
17,555
|
538
|
-
|
24,895
|
Cost of sales
|
|
(1,862)
|
-
|
(7,405)
|
-
|
-
|
(9,267)
|
Gross profit
|
|
4,648
|
292
|
10,150
|
538
|
-
|
15,628
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Site level operating
costs
|
|
(1,746)
|
-
|
(6,846)
|
-
|
-
|
(8,592)
|
Other income
|
|
-
|
-
|
-
|
-
|
-
|
-
|
Site level EBITDA
|
|
2,902
|
292
|
3,304
|
538
|
-
|
7,036
|
|
|
|
|
|
|
|
|
Centrally incurred
overheads
|
|
(1,032)
|
(3)
|
(585)
|
-
|
(2,727)
|
(4,346)
|
Depreciation and
amortisation
|
|
(866)
|
(15)
|
(2,156)
|
(42)
|
(12)
|
(3,091)
|
Exceptional items
|
|
(49)
|
-
|
(299)
|
-
|
(36)
|
(384)
|
Operating profit / (loss)
|
|
955
|
274
|
264
|
496
|
(2,775)
|
(786)
|
|
|
|
|
|
|
|
|
Adjusted EBITDA
|
|
2,107
|
269
|
2,975
|
538
|
(2,715)
|
3,173
|
Depreciation and
amortisation
|
|
(619)
|
(15)
|
(1,231)
|
(42)
|
(12)
|
(1,919)
|
Depreciation of right-of-use
assets
|
|
(247)
|
-
|
(924)
|
-
|
-
|
(1,171)
|
Dilapidations provision
|
|
(35)
|
-
|
(73)
|
-
|
-
|
(108)
|
Contract termination and other
exceptional costs
|
|
(49)
|
-
|
(299)
|
-
|
(36)
|
(384)
|
Pre-opening costs
|
|
(198)
|
-
|
(109)
|
-
|
-
|
(307)
|
Provision against guarantee
losses
|
|
-
|
-
|
-
|
-
|
22
|
22
|
Provision against loan to
franchisee
|
|
-
|
-
|
-
|
-
|
(12)
|
(12)
|
Loss on disposal of
assets
|
|
(4)
|
-
|
(67)
|
-
|
-
|
(71)
|
Foreign currency gains
|
|
-
|
20
|
(7)
|
-
|
-
|
13
|
Share-based payment
expenses
|
|
-
|
-
|
-
|
-
|
(22)
|
(22)
|
Operating profit
|
|
955
|
274
|
264
|
496
|
(2,775)
|
(786)
|
Interest income /
(expense)
|
|
-
|
-
|
-
|
|
(152)
|
(152)
|
Finance lease charges
|
|
(179)
|
-
|
(1,082)
|
-
|
-
|
(1,261)
|
Profit/(loss) from operations
before tax
|
|
776
|
274
|
(818)
|
496
|
(2,927)
|
(2,199)
|
Taxation
|
|
(5)
|
-
|
(11)
|
8
|
-
|
(8)
|
Profit / (loss) for the
period
|
|
771
|
274
|
(829)
|
505
|
(2,928)
|
(2,207)
|
|
|
|
|
|
|
|
|
Other
information:
|
|
|
|
|
|
|
|
Non-current assets
|
|
9,448
|
25
|
38,773
|
70
|
22,374
|
70,690
|
|
|
Escape Hunt
Owner
operated
|
Escape Hunt
Franchise
|
Boom Owner
operated
|
Boom
Franchise
|
Unallocated
|
Total
|
Six months ended 30 June 2023
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
Revenue
|
|
6,063
|
282
|
11,260
|
1,089
|
-
|
18,694
|
Cost of sales
|
|
(1,823)
|
-
|
(5,174)
|
-
|
-
|
(6,997)
|
Gross profit
|
|
4,240
|
282
|
6,086
|
1,089
|
-
|
11,697
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Site level operating
costs
|
|
(1,601)
|
-
|
(3,973)
|
-
|
-
|
(5,574)
|
Other income
|
|
29
|
-
|
4
|
-
|
7
|
40
|
Site level EBITDA
|
|
2,668
|
282
|
2,117
|
1,089
|
7
|
6,163
|
|
|
|
|
|
|
|
|
Centrally incurred
overheads
|
|
(752)
|
(48)
|
(644)
|
(22)
|
(2,937)
|
(4,403)
|
Depreciation and
amortisation
|
|
(1,340)
|
(68)
|
(1,628)
|
(184)
|
(108)
|
(3,329)
|
Operating profit / (loss)
|
|
575
|
166
|
(155)
|
883
|
(3,037)
|
(1,569)
|
|
|
|
|
|
|
|
|
Adjusted EBITDA
|
|
2,034
|
228
|
1,675
|
1,068
|
(2,569)
|
2,436
|
Depreciation and
amortisation
|
|
(1,117)
|
(68)
|
(924)
|
(184)
|
(108)
|
(2,401)
|
Depreciation of right-of-use
assets
|
|
(224)
|
-
|
(704)
|
-
|
-
|
(928)
|
Dilapidations provision
|
|
(39)
|
-
|
(41)
|
-
|
-
|
(80)
|
Contract termination and other
exceptional costs
|
|
(34)
|
-
|
-
|
(1)
|
(14)
|
(49)
|
Pre-opening costs
|
|
(45)
|
-
|
(143)
|
|
|
(188)
|
Provision against guarantee
losses
|
|
-
|
-
|
|
-
|
7
|
7
|
Fair Value Adjustment on
Contingent consideration
|
|
-
|
-
|
-
|
-
|
(312)
|
(312)
|
Loss on disposal of
assets
|
|
-
|
-
|
(19)
|
-
|
|
(19)
|
Foreign currency gains
|
|
-
|
6
|
1
|
-
|
-
|
7
|
Share-based payment
expenses
|
|
-
|
-
|
|
-
|
(42)
|
(42)
|
Operating profit
|
|
575
|
166
|
(155)
|
883
|
(3,038)
|
(1,569)
|
Interest income /
(expense)
|
|
-
|
-
|
-
|
|
(42)
|
(42)
|
Finance lease charges
|
|
(142)
|
-
|
(686)
|
-
|
-
|
(828)
|
Profit/(loss) from operations
before tax
|
|
433
|
166
|
(841)
|
883
|
(3,080)
|
(2,439)
|
Taxation
|
|
|
1
|
|
46
|
|
47
|
Profit / (loss) for the
period
|
|
433
|
167
|
(841)
|
929
|
(3,080)
|
(2,392)
|
|
|
|
|
|
|
|
|
Other
information:
|
|
|
|
|
|
|
|
Non-current assets
|
|
6,308
|
140
|
28,526
|
4,420
|
19,231
|
58,625
|
6.
Loss per
share
Basic loss per share is calculated
by dividing the loss attributable to equity holders by the weighted
average number of ordinary shares in issue during the period.
Diluted loss per share is not presented as the potential issue of
ordinary shares from the exercise of options are
anti-dilutive.
|
Six months
|
Six months
|
|
ended
|
ended
|
|
30 Sept
|
30 June
|
|
2024
|
2023
|
|
Unaudited
|
Unaudited
|
|
£
|
£
|
Loss after tax (£000)
|
(2,207)
|
(2,392)
|
Weighted average number of
shares:
|
|
|
-
Basic and diluted
|
174,918,256
|
151,161,896
|
Loss per share (pence)
|
|
|
- Basic and diluted
|
1.26
|
1.58
|
7.
Taxation
The tax charge is based on the
expected effective tax rate for the year. The Group estimates it has tax losses of approximately £20.1m
as at 30 Sept 2024 (30 June 2023: £24.5m) which, subject to
agreement with taxation authorities, would be available to carry
forward against future profits. The estimated tax value of such
losses amounts to approximately £5m (30 June 2023:
£6.1m).
8.
Property, plant
and equipment
|
Leasehold
property
|
Office
equipment
|
Computers
|
Furniture and
fixtures
|
Games
|
Total
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
Cost
|
|
|
|
|
|
|
At 31 March 2024
|
18,840
|
695
|
681
|
2,780
|
9,235
|
32,231
|
Additions arising from
purchases
|
2,052
|
1
|
178
|
482
|
807
|
3,520
|
Disposals
|
(140)
|
-
|
-
|
(116)
|
(124)
|
(380)
|
Additions arising from
acquisition
|
650
|
-
|
17
|
193
|
55
|
915
|
Conversion differences
|
(30)
|
(3)
|
3
|
(31)
|
|
|
As at 30 Sept 2024
|
21,372
|
206
|
879
|
3,801
|
9,951
|
36,209
|
|
|
|
|
|
|
|
Accumulated depreciation
|
|
|
|
|
|
|
At 31 March 2024
|
(6,131)
|
(102)
|
(307)
|
(1,100)
|
(5,231)
|
(12,871)
|
Depreciation charge
|
(803)
|
(25)
|
(99)
|
(315)
|
(600)
|
(1,842)
|
Disposals
|
(116)
|
-
|
-
|
(116)
|
(77)
|
(309)
|
Additions arising from
acquisitions
|
-
|
-
|
-
|
-
|
-
|
-
|
Conversion differences
|
(5)
|
(14)
|
1
|
(1)
|
(15)
|
(34)
|
As at 30 Sept
2024
|
(6,813)
|
(113)
|
(407)
|
(1,298)
|
(5,739)
|
(14,370)
|
|
|
|
|
|
|
|
Carrying amounts
|
|
|
|
|
|
|
At 31 March 2024
|
12,709
|
593
|
374
|
1,680
|
4,004
|
19,360
|
As at 30 Sept 2024
|
14,559
|
93
|
472
|
2,503
|
4,212
|
21,839
|
9.
Right-of-use
assets
|
As at
30 Sept
2024
|
As at
31 March
2024
|
|
£'000
|
£'000
|
Land and buildings - right-of-use
asset cost b/f
|
25,442
|
20,484
|
Closures / leases ended for
renegotiation during the period
|
-
|
275
|
Additions during the year,
including through acquisition
|
6,650
|
6,245
|
Lease incentives
|
(445)
|
(1,563)
|
Less: Accumulated depreciation
b/f
|
(5,116)
|
(2,641)
|
Depreciation charged for the
period
|
(1,171)
|
(2,474)
|
Net book value
|
25,360
|
20,326
|
|
|
|
The additions of in the period
relate to new leases signed. The Group leases land and buildings
for its offices and escape room venues under agreements of between
five to fifteen years with, in some cases, options to extend. The
leases have various escalation clauses. On renewal, the terms of
the leases are renegotiated.
During 2022 the Group entered into
a lease on a premises in Bournemouth where a portion of the
property is sub-let to a Boom franchisee. The total value of
the master lease is recognised within lease liabilities whilst the
underlease has been recognised as a finance lease
receivable.
Finance lease receivable
|
Six months
ended
30 Sept
2024
|
Six months
ended
30 June
2023
|
|
£'000
|
£'000
|
|
|
|
Balance at beginning of
period
|
1,389
|
1,273
|
De-recognition of sub
lease
|
(1,413)
|
-
|
Interest charged
|
24
|
45
|
Payments received
|
-
|
|
Balance at end of
period
|
-
|
1,318
|
During the six month period to
Sept 2024, the Boom franchisee sub letting the Bournemouth premises
was acquired and now forms part of the owner-operated operated
estate. As a result, the finance lease receivable has been
de-recognised and the corresponding right-of-use asset has been
created.
10.
Intangible
assets
|
Goodwill
|
Trademarks and
patents
|
Intellectual
property
|
Internally generated
IP
|
Franchise
agreements
|
App Quest
|
Portal
|
Total
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
Cost
|
|
|
|
|
|
|
|
|
At 31 March 2024
|
22,875
|
96
|
10,195
|
1,979
|
2,988
|
100
|
330
|
38,563
|
Additions
|
-
|
15
|
-
|
26
|
-
|
-
|
46
|
87
|
Disposals
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Additions arising from
acquisition
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Re-analysis from
acquisitions
|
892
|
-
|
-
|
-
|
(1,182)
|
-
|
-
|
(290)
|
Conversion differences
|
-
|
-
|
-
|
12
|
-
|
-
|
18
|
30
|
As at 30 Sept 2024
|
23,767
|
111
|
10,195
|
2,017
|
1,806
|
100
|
394
|
38,390
|
|
|
|
|
|
|
|
|
|
Accumulated amortisation
|
|
|
|
|
|
|
|
|
At 31 March 2024
|
(1,393)
|
(81)
|
(10,195)
|
(1,163)
|
(1,675)
|
(100)
|
(317)
|
(14,924)
|
Amortisation
|
-
|
(3)
|
-
|
(32)
|
(37)
|
-
|
(6)
|
(78)
|
Disposals
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Additions arising from
acquisitions
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Conversion Differences
|
-
|
-
|
-
|
-
|
-
|
-
|
2
|
2
|
At 30 Sept 2024
|
(1,393)
|
(84)
|
(10,195)
|
(1,195)
|
(1,712)
|
(100)
|
(321)
|
(15,000)
|
|
|
|
|
|
|
|
|
|
Carrying amounts
|
|
|
|
|
|
|
|
|
At
31 March 2024
|
21,482
|
15
|
-
|
816
|
1,313
|
-
|
14
|
23,639
|
|
|
|
|
|
|
|
|
|
At 30 Sept 2024
|
22,374
|
27
|
-
|
822
|
94
|
-
|
73
|
23,390
|
11.
Business
Combination
Acquisition of Boom Battle Bar
Wandsworth
Effective 9 May 2024 XP Factory
Plc acquired the operating assets and trade relating to the Boom
Battle Bar site in Wandsworth ("Boom Wandsworth").
The details of the business
combination are as follows:
|
Total
£'000
|
Fair value of consideration transferred
|
|
Amounts settled in cash
|
-
|
Termination payment from
vendor
|
(153)
|
Settlement of amounts owed to XP
Factory group
|
57
|
Total purchase
consideration
|
(97)
|
Boom Battle Bar
Wandsworth
|
Book Value
£'000
|
Fair Value Adjustment
£'000
|
Fair Value
£'000
|
Assets and liabilities recognised as a result of the
acquisition
|
|
|
|
Property, plant and
equipment
|
83
|
-
|
83
|
Right of use assets
|
-
|
825
|
825
|
Inventory
|
13
|
-
|
13
|
Lease liabilities
|
-
|
(825)
|
(825)
|
Other payables
|
(192)
|
-
|
(192)
|
Net identifiable assets
acquired
|
(97)
|
-
|
(97)
|
Goodwill arising on
consolidation
|
-
|
-
|
-
|
Total
|
(97)
|
-
|
(97)
|
|
|
|
|
Boom Wandsworth contributed
revenues of £216k and a loss of £185k in the period between
acquisition and 30 Sept 2024.
Acquisition of Boom Battle Bar Aldgate
East
Effective 9 May 2024 XP Factory
Plc acquired the operating assets and trade relating to the Boom
Battle Bar site in Aldgate East ("Boom Aldgate East").
The details of the business
combination and the allocation of the estimated fair value of the
consideration are as follows:
|
Total
£'000
|
Fair value of consideration transferred
|
|
Loan receivable
|
(80)
|
Write off of debts owed
|
129
|
Total purchase
consideration
|
49
|
Boom Battle Bar Aldgate
East
|
Book Value
£'000
|
Fair Value Adjustment
£'000
|
Fair Value
£'000
|
Assets and liabilities recognised as a result of the
acquisition
|
|
|
|
Other receivables and
deposits
|
83
|
-
|
83
|
Property, plant and
equipment
|
116
|
-
|
116
|
Right of use assets
|
|
1,849
|
1,849
|
Inventory
|
12
|
-
|
12
|
Lease liabilities
|
|
(1,849)
|
(1,849)
|
Other payables
|
(162)
|
-
|
(162)
|
Net identifiable assets
acquired
|
49
|
-
|
49
|
Goodwill arising on
consolidation
|
-
|
-
|
-
|
Total
|
49
|
-
|
49
|
|
|
|
|
Boom Aldgate East contributed
revenues of £627k and a profit of £28k in the period between
acquisition and 30 September 2024.
Acquisition of Boom Battle Bar
Bournemouth
Effective 28 June 2024 XP Factory
Plc acquired the operating assets and trade relating to the Boom
Battle Bar site in Bournemouth ("Boom
Bournemouth").
The details of the business
combination and the allocation of the estimated fair value of the
consideration are as follows:
|
Total
£'000
|
Fair value of consideration transferred
|
|
Amounts settled in cash
|
100
|
Vendor loan
|
302
|
Total purchase
consideration
|
402
|
Boom Battle Bar
Bournemouth
|
Book Value
£'000
|
Fair Value Adjustment
£'000
|
Fair Value
£'000
|
Assets and liabilities recognised as a result of the
acquisition
|
|
|
|
Other receivables and
deposits
|
3
|
-
|
3
|
Property, plant and
equipment
|
716
|
-
|
716
|
Right of use assets
|
-
|
1,123
|
1,123
|
Trade payables
|
(327)
|
291
|
(36)
|
Inventory
|
10
|
-
|
10
|
Finance lease
receivable
|
-
|
(1,414)
|
(1,414)
|
Net identifiable assets
acquired
|
402
|
-
|
402
|
Goodwill arising on
consolidation
|
-
|
-
|
-
|
Total
|
402
|
-
|
402
|
|
|
|
|
Boom Bournemouth contributed
revenues of £277k and a loss of £2k in the period between
acquisition and 30 September 2024.
12.
Provisions
|
As at
30 Sept
2024
|
As at
31 March
2024
|
|
£'000
|
£'000
|
|
|
|
Dilapidations
provisions
|
647
|
539
|
Provision for financial guarantee
contracts
|
48
|
70
|
Other provisions
|
185
|
-
|
Provisions at end of
period
|
881
|
609
|
|
|
|
Due within one year
|
185
|
-
|
Due after more than one
year
|
696
|
609
|
|
881
|
609
|
The movement on provisions in the
period can be analysed as follows:
|
|
|
|
Six months
ended
30 Sept
2024
|
Six months
ended
30 June
2023
|
|
£'000
|
£'000
|
|
|
|
Balance at beginning of
period
|
609
|
5,383
|
Reduction in deferred
consideration
|
-
|
(605)
|
Increase in deferred
consideration
|
-
|
112
|
Movement in dilapidations
provision
|
108
|
80
|
IFRS 9 Provision for lease
guarantees
|
(22)
|
(7)
|
Settlement of contingent
consideration
|
-
|
(4,113)
|
Movement in other
provisions
|
185
|
(5)
|
Provisions at end of
period
|
881
|
845
|
|
|
|
13.
Lease
liabilities
|
Six months
ended
30 Sept
2024
|
Six months
ended
30 June
2023
|
|
£'000
|
£'000
|
In respect of right-of-use assets
|
|
|
Balance at beginning of
period
|
29,819
|
24,040
|
Closures / leases ended for
renegotiation during the period
|
-
|
-
|
Additions during the
period
|
5,527
|
3,353
|
Interest Incurred
|
1,261
|
828
|
Repayments during the
period
|
(1,927)
|
(1,035)
|
Rent concessions
received
|
-
|
-
|
Reallocated from accruals and
trade payables
|
|
|
Lease liabilities at end of
period
|
34,680
|
27,186
|
|
|
|
|
As at
30 Sept
2024
|
As at
31 March
2024
|
|
£'000
|
£'000
|
Maturity
|
|
|
< 1month
|
213
|
232
|
1 - 3 months
|
426
|
463
|
3 - 12 months
|
1,561
|
1,337
|
Non-current
|
32,480
|
27,786
|
Total lease liabilities
|
34,680
|
29,818
|
14.
Borrowings
|
As at
|
As at
|
|
30 Sept
2024
|
31 March
2024
|
|
£'000
|
£'000
|
Amounts due within one year
|
|
|
Vendor loans and loan
notes
|
795
|
922
|
Fit out finance, including
equipment finance leases
|
792
|
795
|
Bank and other
borrowings
|
43
|
224
|
|
1,630
|
1,941
|
Amounts due in more than one year:
|
|
|
Vendor loans and loan
notes
|
150
|
234
|
Fit out finance
|
371
|
683
|
Bank and other
borrowings
|
1,028
|
1,000
|
As at end of period /
year
|
1,549
|
1,917
|
Total at end of period /
year
|
3,179
|
3,858
|
On 28 June 2024, the Group
acquired the assets and liabilities of BBB Bournemouth Limited more
details of which are set out in note 11. The acquisition was
partially funded by a vendor loan which is being paid in
instalments. Total loan balance outstanding to the vendors recorded
at 30 September 2024 is £184k.
The Group has utilised asset
backed fit-out finance and has used an unsecured loan to fund fit
outs in certain Boom and Escape Hunt locations, has a number of
small bank loans in certain subsidiaries, and uses a loan facility
to spread the cost of insurance over the year. The total
fit-out finance outstanding as at 30 September 2024 was
£880k. Bank and other loans totaled £1,071k.
15.
Share
capital
|
As at
|
As at
|
|
30 Sept
2024
|
31 March
2024
|
|
Unaudited
|
Unaudited
|
|
£'000
|
£'000
|
As at beginning of period /
year
-
174,557,600 (2023: 150,633,180)
Ordinary shares of 1.25 pence
each
|
2,182
|
1,883
|
Issued during the period /
year
-
nil Ordinary shares (2023: 23,924,420 Ordinary
Shares)
|
-
|
299
|
As at end of period /
year
-
174,557,600 (2023: 174,557,600)
Ordinary shares of 1.25 pence
each
|
2,182
|
2,182
|
Share option and incentive plans
XP Factory plc Enterprise Management Incentive
Plan
On 15 July 2020, the Company
established the XP Factory plc Enterprise Management Incentive Plan
("2020 EMI Plan"). The 2020 EMI Plan is an HMRC approved plan
which allows for the issue of "qualifying options" for the purposes
of Schedule 5 to the Income Tax (Earnings and Pensions) Act 2003
("Schedule 5"), subject to the limits specified from time to time
in paragraph 7 of Schedule 5, and also for the issue of non
qualifying options.
It is the Board's intention to
make awards under the 2020 EMI Plan to attract and retain senior
employees. The 2020 EMI Plan is available to employees whose
committed time is at least 25 hours per week or 75% of his or her
"working time" and who is not precluded from such participation by
paragraph 28 of Schedule 5 (no material interest). The
2020 EMI Plan will expire on the 10th anniversary of its
formation.
The Company has made four awards
to date as set out in the table below. The options are exercisable
at their relevant exercise prices and vest in three equal tranches
on each of the first, second and third anniversary of the grants,
subject to the employee not having left employment other than as a
Good Leaver. The number of options that vest are subject to a
performance condition based on the Company's share price. This will
be tested in the period up to each vesting date and again between
the third and fourth anniversaries of awards. If the
Company's share price at testing equals the first vesting price,
one third of the vested options will be exercisable. If the
Company's share price at testing equals the second vesting price,
90 per cent of the vested options will be exercisable. If the
Company's share price at testing equals or exceeds the third
vesting price, 100% of the vested options will be exercisable. The
proportion of vested options exercisable for share prices between
the first and second vesting prices will scale proportionately from
one third to 90 per cent. Similarly, the proportion of
options exercisable for share prices between the second and third
vesting prices will scale proportionately from 90 per cent to 100
per cent.
The options will all vest in the
case of a takeover. If the takeover price is at or below the
exercise price, no options will be exercisable. If the
takeover price is greater than or equal to the second vesting
price, 100 per cent of the options will be exercisable. The
proportion of options exercisable between the first and second
vesting prices will scale proportionately from nil to 100 per
cent.
If not exercised, the options will
expire on the fifth anniversary of award. Options exercised
will be settled by the issue of ordinary shares in the
Company.
Awards
|
#1
|
#2
|
#3
|
#4
|
|
Date of award
|
15-Jul-20
|
18-Nov-21
|
23-Nov-21
|
15-Dec-23
|
|
Date of expiry
|
15-Jul-25
|
18-Nov-26
|
23-Nov-26
|
31-Jul-30
|
|
Exercise price
|
7.5p
|
35.0p
|
35.0p
|
15.0p
|
|
Qualifying awards - number of
shares under option
|
13,333,332
|
700,001
|
533,334
|
0
|
|
Non-qualifying awards - number of
shares under option
|
2,400,000
|
0
|
0
|
666,666
|
|
Awards Lapsed
|
0
|
0
|
266,667
|
0
|
|
First vesting price
|
11.25p
|
43.75p
|
43.75p
|
18.75p
|
|
Second vesting price
|
18.75p
|
61.25p
|
61.25p
|
25.00p
|
|
Third vesting price
|
25.00p
|
70.00p
|
70.00p
|
26.25p
|
|
Proportion of awards vesting at
first vesting price
|
33.33%
|
33.33%
|
33.33%
|
33.33%
|
|
Proportion of awards vesting at
second vesting price
|
90.00%
|
90.00%
|
90.00%
|
90.00%
|
|
Proportion of awards vesting at
third vesting price
|
100%
|
100%
|
100%
|
100%
|
|
As at 30 Sept 2024, 17,366,666
options were outstanding under the 2020 EMI Plan (30 June 2023,
16,700,000).
The sum of £13,022 has been
recognised as a share-based payment and charged to the profit and
loss during the period (6 months ended 30 Jun 2023: £34,268).
The fair value of the options granted during the period has been
calculated using the Black & Scholes formula with the following
key assumptions:
Table 2
|
|
|
|
|
Awards
|
#1
|
#2
|
#3
|
#4
|
Exercise price
|
7.5p
|
35.0p
|
35.0p
|
15.0p
|
Volatility
|
34.60%
|
31%
|
31%
|
35%
|
Share price at date of
award
|
7.375p
|
33.50p
|
32.00p
|
15.00p
|
Option exercise date
|
15-Jul-24
|
18-Nov-25
|
23-Nov-25
|
31-Jul-29
|
Risk free rate
|
-0.05%
|
1.55%
|
1.55%
|
3.5%
|
The performance conditions were
taken into account as follows:
The value of the options have then
been adjusted to take account of the performance hurdles by
assuming a lognormal distribution of share price returns, based on
an expected return on the date of issue. This results in the
mean expected return calculated using a lognormal distribution
equaling the implied market return on the date of issue validating
that the expected return relative to the volatility is
proportionately correct. This was then used to calculate an
implied probability of the performance hurdles being achieved
within the four year window and the Black & Scholes derived
option value was adjusted accordingly.
Time based vesting: It has
been assumed that there is between a 90% and 95% probability of all
share option holders for each award remaining in each consecutive
year thereafter.
The weighted average remaining
contractual life of the options outstanding at 30 Sept 2024 is 12.9
months (30 June 2023: 28.9 months).
An option-holder has no voting or
dividend rights in the Company before the exercise of a share
option.
Escape Hunt Employee Share Incentive
Scheme
In January 2021, the Company
established the Escape Hunt Share Incentive Plan
("SIP").
The SIP has been adopted to
promote and support the principles of wider share ownership amongst
all the Company's employees. The Plan is available to all eligible
employees, including Escape Hunt 's executive directors, and
invites individuals to elect to purchase ordinary shares of 1.25p
each in the Company via the SIP trustee using monthly salary
deductions. Shares are be purchased monthly by the SIP trustee on
behalf of the participating employees at the prevailing market
price. Individual elections can be as little as £10 per
month, but may not, in aggregate, exceed £1,800 per employee in any
one tax year. The Ordinary Shares acquired in this manner are
referred to as "Partnership Shares" and, for each Partnership Share
purchased, participants are awarded one further Ordinary Share,
known as a "Matching Share", at nil cost.
Matching Shares must normally be
held in the SIP for a minimum holding period of 3 years and, other
than in certain exceptional circumstances, will be forfeited if,
during that period, the participant in question ceases employment
or withdraws their corresponding Partnership Shares from the
Plan.
As at 30 September 2024, 538,916
matching shares (30 June 2023, 248,605) had been awarded and were
held by the trustees for release to employees pending satisfaction
of their retention conditions . A charge of £9,243 (H1 2023:
£6,944) has been recognised in the accounts in respect of the
Matching Shares awards.
16.
Key management
personnel compensation
|
Six months
ended
|
Six months
ended
|
|
30 Sept
2024
|
30 June
2023
|
|
Unaudited
|
Unaudited
|
|
£'000
|
£'000
|
Salaries and benefits (including
directors)
|
421
|
433
|
Share-based payments
|
7
|
29
|
Social security costs
|
77
|
74
|
Other post-employment
benefits
|
20
|
9
|
Less amounts
capitalised
|
(26)
|
(41)
|
Total
|
501
|
504
|
17.
Related party
transactions
During the period under review,
the Directors are not aware of any significant transactions with
related parties (six months ended 30 June 2023: nil).
18.
Subsequent
Events
There are no material subsequent
events requiring disclosure.
COMPANY INFORMATION
Directors
Richard Rose, Independent
Non-Executive Chairman
Richard Harpham, Chief Executive
Officer
Graham Bird, Chief Financial
Officer
Martin Shuker, Non-Executive
Director
Philip Shepherd, Non-Executive
Director
Company Secretary
Joanne Briscoe
Company number
10184316
Registered address
Boom Battle Bar Oxford
Street
Ground Floor and Basement Level,
70-88 Oxford Street
London, England
W1D 1BS
Independent auditors
HW Fisher Audit (a trading name of
Sumer Auditco Limited)
Acre House
11-15 William Rd
London
NW1 3ER
Nominated adviser and broker
Singer Capital Markets Advisory
LLP
One Bartholomew Lane
London
EC2N 2AX
Registrars
Link Market Services
Limited
29 Wellington Street
Leeds
LS1 4DL