Registered number |
Registered number: | |||||||
Balance Sheet | |||||||
as at |
|||||||
Notes | 2023 | 2022 | |||||
£ | £ | ||||||
Fixed assets | |||||||
Tangible assets | 6 | ||||||
Current assets | |||||||
Stocks | |||||||
Debtors | 8 | ||||||
Cash at bank and in hand | |||||||
Creditors: amounts falling due within one year | 9 | ( |
( |
||||
Net current assets/(liabilities) | ( |
||||||
Total assets less current liabilities | |||||||
Provisions for liabilities | ( |
- | |||||
Net assets | |||||||
Capital and reserves | |||||||
Called up share capital | |||||||
Profit and loss account | |||||||
Shareholders' funds | |||||||
Michael Willingham-Toxvaerd | |||||||
Director | |||||||
Approved by the board on |
|||||||
Notes to the Accounts | ||||||||
for the period from 4 July 2022 to |
||||||||
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 | Accounting policies | |||||||
Basis of preparation | ||||||||
The financial statements are prepared in sterling, which is the functional currency of the entity. |
||||||||
Going Concern | ||||||||
In concluding that it is appropriate to prepare the financial statements for the 52 weeks ended 2 July 2023 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 17. As at 2 July 2023 the Group had cash balances of £5.4m including cash in transit. During the financial year under review the Group refinanced its legacy debt with an amortising term loan (£3m) and a Revolving Credit Facility (up to £7m) repayable in August 2025. Since the period end the Group has reset its banking covenants to more favourable terms. |
||||||||
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 rail strikes as well as the challenges in the macro-economic environment 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 15-month period and has sensitised these forecasts accordingly. Based on these assessments the Group forecasts to comply with its newly reset banking covenant obligations, and have sufficient liquidity to fund the operations of the Group. 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 17. 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. |
||||||||
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 Company makes 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 | ||||||||
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. |
||||||||
Current and deferred taxation | ||||||||
The tax expense for each reporting period comprises current and deferred tax. Tax is recognised in the profit and loss account, 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 balance sheet 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 fixed assets | ||||||||
Depreciation | ||||||||
Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows: | ||||||||
Long leasehold property | 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. | ||||||||
Impairment of fixed assets | ||||||||
A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date. For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets. |
||||||||
Stocks | ||||||||
Provisions | ||||||||
Provisions are charged as an expense to the profit and loss account in the period that the Company becomes aware of the obligation, and are measured at the best estimate at the balance sheet 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 balance sheet. |
||||||||
Pension costs and other post-retirement benefits | ||||||||
The contributions are recognised as an expense in the Consolidated profit and loss account when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the plan are held separately from the Company in independently administered funds. |
||||||||
3 | Audit information | |||||||
Senior statutory auditor: | ||||||||
Firm: | ||||||||
Date of audit report: | ||||||||
4 | Staff numbers | 2023 | 2022 | |||||
Number | Number | |||||||
Average number of persons employed by the company | ||||||||
5 | Tax on profit | |||||||
Major components of tax expense/(income) | ||||||||
2023 | 2022 | |||||||
£ | £ | |||||||
Deferred tax: | ||||||||
Origination and reversal of timing differences | 45,338 | 9,899 | ||||||
Impact of change in tax rate | - | (9,705) | ||||||
Adjustments in respect of prior periods | 80 | (5,156) | ||||||
Total deferred tax | 45,418 | (4,962) | ||||||
Tax on profit | 45,418 | (4,962) | ||||||
Reconciliation of tax expense/(income) | ||||||||
2023 | 2022 | |||||||
£ | £ | |||||||
Profit on ordinary activities before taxation | 422,134 | 337,367 | ||||||
Profit on ordinary activites by rate of tax | 79,262 | 64,100 | ||||||
Adjustment to tax charge in respect of prior periods | 80 | (5,156) | ||||||
Effect of expenses not deductible for tax purposes | - | |||||||
Effect of capital allowances and depreciation | 6,318 | 3,843 | ||||||
Group relief surrendered | (48,411) | (60,419) | ||||||
Other permanent differences | - | |||||||
Adjustment in respect of change of rate of corporation tax | 8,169 | (7,330) | ||||||
Tax on profit | 45,418 | (4,962) | ||||||
6 | Tangible fixed assets | |||||||
Leasehold Improvements | Plant and machinery | Fixtures and Fittings | Total | |||||
£ | £ | £ | £ | |||||
Cost | ||||||||
At 4 July 2022 | ||||||||
Additions | - | |||||||
At 2 July 2023 | ||||||||
Depreciation | ||||||||
At 4 July 2022 | ||||||||
Charge for the period | ||||||||
At 2 July 2023 | ||||||||
Net book value | ||||||||
At 2 July 2023 | ||||||||
At 3 July 2022 | ||||||||
7 | Stocks | 2023 | 2022 | |||||
£ | £ | |||||||
Food, beverage and consumables | 22,039 | 17,652 | ||||||
22,039 | 17,652 | |||||||
8 | Debtors | 2023 | 2022 | |||||
£ | £ | |||||||
Trade debtors | ||||||||
Amounts owed by group undertakings and undertakings in which the company has a participating interest | ||||||||
Deferred tax asset | - | 30,541 | ||||||
Prepayments and accrued income | 76,132 | 85,023 | ||||||
Other debtors | - | |||||||
Amounts due after more than one year included above | ||||||||
Other debtors - rent deposits | ||||||||
Amounts owed by group undertakings are unsecured, interest free, and repayable on demand. | ||||||||
9 | Creditors: amounts falling due within one year | 2023 | 2022 | |||||
£ | £ | |||||||
Trade creditors | ||||||||
Amounts owed to group undertakings and undertakings in which the company has a participating interest | ||||||||
Amounts owed to parent company | 310,347 | 301,537 | ||||||
Accruals and deferred income | 391,827 | 302,967 | ||||||
Taxation and social security costs | ||||||||
Other creditors | - | |||||||
Amounts owed to group undertakings are unsecured, interest free, and repayable on demand. | ||||||||
10 | Provisions | Deferred tax | ||||||
2023 | ||||||||
£ | ||||||||
At 3 July 2022 | - | |||||||
Transferred from debtors | 30,541 | |||||||
Charge for the year | (45,418) | |||||||
At 2 July 2023 | (14,877) | |||||||
11 | Deferred Tax | |||||||
The deferred tax included in the balance sheet is as follows: | ||||||||
2023 | 2022 | |||||||
£ | £ | |||||||
Included in provisions (note 10) | (14,877) | - | ||||||
Included in debtors (note 8) | - | 30,541 | ||||||
(14,877) | 30,541 | |||||||
The deferred tax account consists of the tax effect of timing differences in respect of: | ||||||||
2023 | 2022 | |||||||
£ | £ | |||||||
Accelerated capital allowances | (14,877) | (12,273) | ||||||
Unused tax losses | 42,734 | |||||||
Short term timing differences | 80 | |||||||
(14,877) | 30,541 | |||||||
12 | Called up share capital | 2023 | 2023 | 2022 | 2022 | |||
No. | £ | No. | £ | |||||
Ordinary shares of £0.01 each | 10,000 | 100 | 10,000 | 100 | ||||
10,000 | 100 | 10,000 | 100 | |||||
13 | Operating leases | |||||||
The total future minimum lease payments under non-cancellable operating leases are as follows: | ||||||||
2023 | 2022 | |||||||
£ | £ | |||||||
No later than 1 year | 241,667 | 145,833 | ||||||
Later than 1 year and not later than 5 years | 1,000,000 | 991,667 | ||||||
Later than 5 years | 3,000,000 | 3,250,000 | ||||||
4,241,667 | 4,387,500 | |||||||
The amount recognised in profit or loss as an expense in relation to operating leases was £198,234 (2022: £221,116) | ||||||||
14 | Contingencies | |||||||
As at 2 July 2023 there were unlimited composite guarantees secured on the fixed assets and shares in the company to cover borrowings which are accounted for in other Group companies. | ||||||||
15 | Employee Benefits | |||||||
Defined contribution plans | ||||||||
The amount recognised in profit or loss as an expense in relation to defined contribution plans was £5,439 (2022: £5,439). Pension contributions totalling £nil were payable to the pension fund as at 2 July 2023. |
||||||||
16 | Related party transactions | |||||||
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. |
||||||||
17 | Controlling party | |||||||
The Directors consider there is no ultimate controlling party. The largest and smallest 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/. |