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28 March 2023
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No description of principal activity
2021-06-28
Sage Accounts Production Advanced 2021 - FRS102_2021
xbrli:pure
xbrli:shares
iso4217:GBP
12792819
2021-06-28
2022-07-03
12792819
2022-07-03
12792819
2021-06-27
12792819
2020-08-05
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12792819
2021-06-27
12792819
core:PlantMachinery
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2022-07-03
12792819
core:FurnitureFittings
2021-06-28
2022-07-03
12792819
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2022-07-03
12792819
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12792819
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12792819
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2021-06-28
2022-07-03
12792819
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2021-06-28
2022-07-03
12792819
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2022-07-03
12792819
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2021-06-27
12792819
core:LandBuildings
core:OwnedOrFreeholdAssets
2021-06-27
12792819
core:PlantMachinery
2021-06-27
12792819
core:FurnitureFittings
2021-06-27
12792819
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core:OwnedOrFreeholdAssets
2022-07-03
12792819
core:PlantMachinery
2022-07-03
12792819
core:FurnitureFittings
2022-07-03
12792819
core:LandBuildings
core:OwnedOrFreeholdAssets
2021-06-28
2022-07-03
12792819
core:ShareCapital
2022-07-03
12792819
core:ShareCapital
2021-06-27
12792819
core:RetainedEarningsAccumulatedLosses
2022-07-03
12792819
core:RetainedEarningsAccumulatedLosses
2021-06-27
12792819
core:BetweenOneFiveYears
2022-07-03
12792819
core:BetweenOneFiveYears
2021-06-27
12792819
core:MoreThanFiveYears
2022-07-03
12792819
core:MoreThanFiveYears
2021-06-27
12792819
core:LandBuildings
core:OwnedOrFreeholdAssets
2021-06-27
12792819
core:PlantMachinery
2021-06-27
12792819
core:FurnitureFittings
2021-06-27
12792819
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2022-07-03
12792819
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2022-07-03
12792819
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12792819
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12792819
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2021-06-28
2022-07-03
COMPANY REGISTRATION NUMBER:
12792819
Adventure Bars Mid Limited
|
|
Filleted Financial Statements
|
|
Adventure Bars Mid Limited
|
|
Period from 28 June 2021 to 3 July 2022
Officers and Professional Advisers
|
1
|
|
|
Statement of Financial Position
|
2
|
|
|
Notes to the Financial Statements
|
3
|
|
|
Adventure Bars Mid Limited
|
|
Officers and Professional Advisers
|
|
THE BOARD OF DIRECTORS
|
T Kidd
|
|
T Rolph
|
|
S Willingham-Toxvaerd
|
|
|
REGISTERED OFFICE
|
111 Waterloo Road
|
|
Lambeth
|
|
London
|
|
SE1 8UL
|
|
|
AUDITOR
|
PKF Francis Clark
|
|
Chartered accountants & statutory auditor
|
|
90 Victoria Street
|
|
Bristol
|
|
BS1 6DP
|
|
|
Adventure Bars Mid Limited
|
|
Statement of Financial Position
|
|
3 July 2022
|
3 Jul 22
|
27 Jun 21
|
Note
|
£
|
£
|
|
|
|
FIXED ASSETS
Tangible assets
|
5
|
498,176
|
523,656
|
|
|
|
|
CURRENT ASSETS
Stocks
|
17,652
|
19,186
|
Debtors
|
6
|
639,117
|
207,852
|
Cash at bank and in hand
|
36,942
|
200,956
|
|
---------
|
---------
|
|
693,711
|
427,994
|
|
|
|
|
CREDITORS: amounts falling due within one year
|
7
|
(
1,005,727)
|
(
1,107,819)
|
|
------------
|
------------
|
NET CURRENT LIABILITIES
|
(
312,016)
|
(
679,825)
|
|
---------
|
---------
|
TOTAL ASSETS LESS CURRENT LIABILITIES
|
186,160
|
(
156,169)
|
|
---------
|
---------
|
NET ASSETS/(LIABILITIES)
|
186,160
|
(
156,169)
|
|
---------
|
---------
|
|
|
|
|
CAPITAL AND RESERVES
Called up share capital
|
100
|
100
|
Profit and loss account
|
186,060
|
(
156,269)
|
|
---------
|
---------
|
SHAREHOLDERS FUNDS/(DEFICIT)
|
186,160
|
(
156,169)
|
|
---------
|
---------
|
|
|
|
In accordance with section 444 of the Companies Act 2006, the statement of comprehensive income has not been delivered.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies' regime of FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.
These financial statements were approved by the
board of directors
and authorised for issue on
27 March 2023
, and are signed on behalf of the board by:
Company registration number:
12792819
Adventure Bars Mid Limited
|
|
Notes to the Financial Statements
|
|
Period from 28 June 2021 to 3 July 2022
1.
GENERAL INFORMATION
The company is a private company limited by shares, registered in England and Wales. The address of the registered office is 111 Waterloo Road, Lambeth, London, SE1 8UL.
2.
STATEMENT OF COMPLIANCE
These financial statements have been prepared in compliance with FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.
3.
ACCOUNTING POLICIES
Basis of preparation
The financial statements have been prepared on the historical cost basis. The principal accounting policies adopted in the preparation of these financial statements are set out below. The policies have been consistently applied to all periods presented, unless otherwise stated. The financial statements are prepared in sterling, which is the functional currency of the entity. Following the company's acquisition by Nightcap plc in May 2021, the company's year-end was changed to 30 June to align with the group. Amounts presented for the comparative reporting period are for a 46 week period. Current period figures are for a 53-week period. Consequently, comparative amounts for the statement of comprehensive income, statement of changes in equity, and related notes are not entirely comparable.
Going concern
In concluding that it is appropriate to prepare the financial statements for the 53 weeks ended 3 July 2022 on the going concern basis, the Directors have considered the company’s cash flows, liquidity and business activities. In addition, the Directors have considered the cash flows, liquidity and business activities of the group headed by the ultimate parent company, Nightcap plc (the "Group"), as they believe the going concern basis requires consideration on a group basis. References below are made in relation to the Group's consolidated financial statements which are available at the address shown in note 22. As at 3 July 2022 the Group had cash balances of £6m including cash in transit. Subsequent to the year-end the Group has refinanced its legacy debt with an amortising term loan (£3m) and a Revolving Credit Facility (up to £7m) repayable in June 2025. Based on the Group’s forecasts, the Directors have adopted the going concern basis in preparing the Financial Statements. The Directors have made this assessment after consideration of the Group’s cash flows and related assumptions and in accordance with the Guidance on Risk Management, Internal Control and Related Financial and Business Reporting 2014 published by the UK Financial Reporting Council. In making the assessment the Directors have made a current consideration of any future potential impact of the Covid-19 pandemic as well as the current economic and inflationary cost pressures facing consumers as set out in the Groups’ Strategic Report. The Directors have considered the impact of these on the cash flows and liquidity of the Group over the next 12-month period and has sensitised these forecasts accordingly. Based on these assessments the Group forecasts to comply with its banking covenant obligations, and accordingly the Directors’ have concluded that it is appropriate to prepare the financial statements on the going concern basis.
Disclosure exemptions
The entity satisfies the criteria of being a qualifying entity as defined in FRS 102. Its financial statements are consolidated into the financial statements of Nightcap Plc which can be obtained from the address shown in note 22. As such, advantage has been taken of the following disclosure exemptions available under paragraph 1.12 of FRS 102: (a) No cash flow statement has been presented for the company. (b) Disclosures in respect of financial instruments have not been presented. (c) No disclosure has been given for the aggregate remuneration of key management personnel. (d) No disclosure has been given for the related party transactions with other wholly owned subsidiaries of the Nightcap Plc group.
Judgements and key sources of estimation uncertainty
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The judgements and accounting estimates that management has made in the process of applying the entity's accounting policies and that have the most significant effect on the amounts recognised in the financial statements are as follows: Valuation of tangible fixed assets The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Impairment of non current assets Annually, the Group considers whether non current assets are impaired. Where an indication of impairment is identified the estimation of recoverable value requires estimation of the recoverable value of the cash generating units (CGUs). This requires estimation of the future cash flows from the CGUs and also selection of appropriate discount rates and the longer term growth rate in order to calculate the net present value of those cash flows. Individual bars are viewed as separate CGUs in respect of the impairment of property, plant and equipment. Useful economic lives of tangible fixed assets The depreciation charge in each period is sensitive to the assumptions used regarding the economic lives of assets and their respective depreciation rates. Forecast business cashflows For purposes of the going concern assessment and as an input into the impairment assessment, the Group make estimates of likely future cash flows which are based on assumptions given the uncertainties involved. The assumptions include timings for new sites commencing to trade, performance and growth of existing bars, capital expenditure, cost of labour and supplies and working capital movements. These assumptions are made by management based on recent performance and management’s knowledge and expertise of the cashflow drivers.
Turnover
Revenue predominantly arises from the sale of food and drink to customers in the sites for which payment in cash or cash equivalents is received immediately and as such revenue is recognised at point of sale. The Company operates in a single geographical region (the UK) and hence all revenues are impacted by the same economic factors. Retro payments and listing fees are spread over the life of the contract. The income is recognised as a credit within cost of sales. Revenue is shown net of value added tax, returns and discounts. Customer deposits received in advance of events and bookings are recorded as deferred revenue on the balance sheet. They are recognised as revenue along with any balancing payment from the customer when the associated event / booking occurs.
Government grants
Government grants are not recognised until there is reasonable assurance that the company will comply with the conditions attaching to them and that the grants will be received. Government grants that are receivable as compensation for losses already incurred or for the purpose of giving immediate financial support to the company with no future related costs are recognised in profit or loss in the period in which they become receivable. Similarly where the income relates to a distinct identifiable expense, for example, income received under the Coronavirus Job Retention Scheme, the income is recognised in profit or loss in the period in which the related cost relates to.
Government grant income is recognised within Other operating income.
Current and deferred taxation
The tax expense for each reporting period comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Statement of Financial Position date, except that: - The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; - Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset where there is a legally enforceable right to offset current tax assets and liabilities and where the deferred tax balances relate to the same tax authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Leased assets
Rentals payable under operating leases are charged to the profit and loss account on a straight line basis over the term of the lease. The charge to the profit and loss account includes non-cash rent expense arising from the recognition of stepped rent, on a straight line basis over the lease term. Reverse premiums and similar incentives received to enter into operating lease agreements are credited to the profit and loss account, to reduce the lease expense, on a straight-line basis over the period of the lease. Incentives received to enter into an operating lease are credited to the profit and loss account, to reduce the lease expense, on a straight-line basis over the period of the lease. Incentives are recognised from the point that inflows of future economic benefits to the company become virtually certain.
Tangible assets
Tangible fixed assets are stated at cost less accumulated depreciation and any recognised impairment loss. Cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life:
|
Leasehold improvements
|
-
|
Straight line over the life of the lease
|
|
Plant and machinery
|
-
|
25% straight line
|
|
Fixtures and fittings
|
-
|
25% straight line
|
|
|
|
|
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the profit and loss account.
Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Payments taken from customers on debit and credit cards for which cash remains outstanding at any reporting date (“cash in transit”) are recognised as trade receivables. The trade receivable is converted to cash within 3 days of processing. The Directors view these trade receivables as cash when monitoring cash flows and forecasts internally.
Provisions
Provisions are made where an event has taken place that gives the Group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to the Statement of Comprehensive Income in the period that the Group becomes aware of the obligation, and are measured at the best estimate at the Statement of Financial Position date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties. When payments are eventually made, they are charged to the provision carried in the Statement of Financial Position.
Stocks
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price. The impairment loss is recognised immediately in profit or loss.
Pension costs and other post-retirement benefits
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations. The contributions are recognised as an expense in the Consolidated Statement of Comprehensive Income when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.
4.
EMPLOYEE NUMBERS
The average number of persons employed by the company during the period amounted to
23
(2021:
12
).
All employees are contractually employed by another group company, +Venture Battersea Limited. Staff costs are recharged by +Venture Battersea Limited to
Adventure Bars Mid Limited
.
5.
TANGIBLE ASSETS
|
Leasehold improvements
|
Plant and machinery
|
Fixtures and fittings
|
Total
|
|
£
|
£
|
£
|
£
|
Cost
|
|
|
|
|
At 28 June 2021
|
430,867
|
26,510
|
114,833
|
572,210
|
Additions
|
17,760
|
–
|
20,401
|
38,161
|
|
---------
|
--------
|
---------
|
---------
|
At 3 July 2022
|
448,627
|
26,510
|
135,234
|
610,371
|
|
---------
|
--------
|
---------
|
---------
|
Depreciation
|
|
|
|
|
At 28 June 2021
|
14,895
|
6,765
|
26,894
|
48,554
|
Charge for the period
|
22,369
|
8,837
|
32,435
|
63,641
|
|
---------
|
--------
|
---------
|
---------
|
At 3 July 2022
|
37,264
|
15,602
|
59,329
|
112,195
|
|
---------
|
--------
|
---------
|
---------
|
Carrying amount
|
|
|
|
|
At 3 July 2022
|
411,363
|
10,908
|
75,905
|
498,176
|
|
---------
|
--------
|
---------
|
---------
|
At 27 June 2021
|
415,972
|
19,745
|
87,939
|
523,656
|
|
---------
|
--------
|
---------
|
---------
|
|
|
|
|
|
6.
DEBTORS
|
3 Jul 22
|
27 Jun 21
|
|
£
|
£
|
Trade debtors
|
28,480
|
–
|
Amounts owed by group undertakings
|
494,973
|
130,000
|
Deferred tax asset
|
30,541
|
25,579
|
Prepayments and accrued income
|
85,023
|
20,507
|
Other debtors
|
100
|
31,766
|
|
---------
|
---------
|
|
639,117
|
207,852
|
|
---------
|
---------
|
|
|
|
Included within trade receivables is £19,278 relating to credit card receivables. Amounts owed by group undertakings are unsecured, interest free and repayable on demand.
7.
CREDITORS:
amounts falling due within one year
|
3 Jul 22
|
27 Jun 21
|
|
£
|
£
|
Trade creditors
|
108,326
|
116,835
|
Amounts owed to group undertakings
|
260,867
|
403,178
|
Amounts owed to parent company
|
301,537
|
301,537
|
Accruals and deferred income
|
302,967
|
247,054
|
Social security and other taxes
|
32,030
|
–
|
Other creditors
|
–
|
39,215
|
|
------------
|
------------
|
|
1,005,727
|
1,107,819
|
|
------------
|
------------
|
|
|
|
Amounts owed to group undertakings and parent company are unsecured, interest free and repayable on demand.
8.
OPERATING LEASES
The total future minimum lease payments under non-cancellable operating leases are as follows:
|
3 Jul 22
|
27 Jun 21
|
|
£
|
£
|
Not later than 1 year
|
145,833
|
100,000
|
Later than 1 year and not later than 5 years
|
991,667
|
887,500
|
Later than 5 years
|
3,250,000
|
3,500,000
|
|
------------
|
------------
|
|
4,387,500
|
4,487,500
|
|
------------
|
------------
|
|
|
|
The amount recognised in profit or loss as an expense in relation to operating leases was £221,116 (2021: £201,095).
9.
CONTINGENCIES
As at 3 July 2022 there were unlimited composite guarantees secured on the fixed assets and shares in the company to cover borrowings which are accounted for in +Venture Battersea Limited.
10.
EVENTS AFTER THE END OF THE REPORTING PERIOD
Since the year-end, the Nightcap plc has refinanced its borrowings from three individual lenders under multiple tranches with new debt facilities from HSBC Bank to provide support to the business as we execute on the roll out strategy. The new £10m HSBC facility, replaces £5.5m of legacy debt that we acquired from acquisitions, which had a blended interest margin of 4%, with the new facility bearing a margin of 3% above SONIA on the £3m term loan and 3.25% above SONIA on the £7m Revolving Credit Facility. The remaining £4.5m of new debt facility is to support the fit out of the new sites that we have in the pipeline for 2022-23. Nightcap plc has taken out an interest rate cap on its reference base rate at 3% on £8m out of £10m of its HSBC facility.
11.
SUMMARY AUDIT OPINION
The auditor's report for the period dated
28 March 2023
was
unqualified
.
The senior statutory auditor was
Paul Putnam
, for and on behalf of
PKF Francis Clark
.
12.
RELATED PARTY TRANSACTIONS
Included within 'Amounts owed to group undertakings and joint venture company' includes £241,839 (2021: £59,576) payable to Waterloo Sunset Limited, a joint venture company. The company has taken advantage of the exemption available in Section 33.1A of FRS 102 whereby it has not disclosed transactions with the ultimate parent company and any wholly owned subsidiary undertaking of the group.
13.
CONTROLLING PARTY
The company's immediate and ultimate parent company was Nightcap plc, a company incorporated in England and Wales. Nightcap Plc's registered office is c/o Locke Lord (UK) LLP, 201 Bishopsgate, London, EC2M 3AB. The Directors consider there is no ultimate controlling party. The largest group in which the results of the company are consolidated is that headed by Nightcap plc, incorporated in England and Wales. The consolidated accounts are available to the public and may be obtained from Nightcap plc's website www.nightcapplc.com/results-and-reports/.