TIDMESC

RNS Number : 0449B

Escape Hunt PLC

18 September 2018

18 September 2018

Escape Hunt plc

("Escape Hunt", the "Company" or the "Group")

Unaudited Half Year Results for the Six Months ended 30 June 2018

Escape Hunt plc (AIM: ESC), a global leader in the high growth escape rooms sector, is pleased to announce its interim results for the half year ending 30 June 2018.

 
                    Half year ended   Half year ended 
                      30 June 2017      30 June 2018 
                       (GBP'000)*        (GBP'000) 
 Revenue                  193               800 
                   ----------------  ---------------- 
 Gross Profit             107               60 
                   ----------------  ---------------- 
 Adjusted EBITDA         (139)            (1,375) 
                   ----------------  ---------------- 
 Loss per share         (7.88p)          (18.57p) 
                   ----------------  ---------------- 
 

* The results for the half year 2017 only include two months of trading of the Escape Hunt business which was acquired in May 2017.

H1 2018 OPERATIONAL AND FINANCIAL HIGHLIGHTS

-- Escape Hunt's first three UK owner-operated sites opened in March with trading in line with expectations

   --      On target to have nine UK owner operated sites open before the year end 

-- Developed higher quality, deeply immersive escape room games all achieving #1 TripAdvisor scores

-- Secured 5 year exclusive licence agreement with BBC Worldwide to create Doctor Who themed escape rooms

-- Franchise network increased revenues by 12%, in constant currencies, in the first half of the year

   --      Adjusted EBITDA loss of GBP1.38m (2017: GBP0.139m) 

-- Loss in line with expectation and relates to advance build up of Head Office resource and initial site trading losses

   --      Net cash position of GBP6.4m at 30 June 2018 (31 December 2017: GBP10.6m) 
   --      Basic loss per share ('EPS') of 18.57p (2017 loss per share: 7.88p) 

CHAIRMAN'S STATEMENT

The strategic change from a pure play franchise model to a hybrid model, involving the roll out of owner-operated sites, has made very significant strides. There have been challenges along the way, which is perhaps not unexpected given that Escape Hunt is a relatively early stage business, and that it is raising the barriers to entry in what has been a "Ma & Pa" industry. The management's decision, post the acquisition, to rebrand the business and develop higher specification industry leading games came to fruition during the period. The objective is to provide a strong platform to differentiate the group from its competitors and to establish Escape Hunt as the premier brand in the rapidly evolving escape room sector.

Whilst we have had challenges to overcome, both in obtaining planning permission for our new UK sites as well as putting together a reliable supply chain for games production, we have now made good progress in both securing sites and finding production partners.

Since the agreement with the BBC, we are receiving much inbound interest from retail property operators, since experiential leisure is regarded as an attractive addition to the landscape to drive interest and footfall.

Although still at an early stage of its journey, Escape Hunt is beginning to reap the rewards of the repositioning of the business. We are particularly proud that all of our newly opened UK sites are already ranked at #1 on the TripAdvisor scores for the "Fun & Games" sector in their respective cities. The Group is delighted to report that, relative to the number of rooms opened, sales at the new UK sites is in line with expectations and EBITDA is ahead of expectations on the same basis. The focus in the short term is to ensure that performance across all of the Group's UK venues continues to show strong growth and also to ensure the smooth roll out of the remaining five sites this year. Together with the site at Bournemouth which was acquired in December 2017, Escape Hunt expects to have nine sites open by the end of this year.

The Group's premium games, coupled with the professionalism of the team, led to BBC Worldwide entering into an exclusive agreement with Escape Hunt to roll out and operate Doctor Who branded escape rooms over the next five years. Escape Hunt believes that the longer-term success of this industry, and the ability to achieve strong returns for stakeholders, is intertwined with the use of branded intellectual property. The business is greatly encouraged by the very positive response from the public to July's Doctor Who announcement, which bodes well for future sales and occupancy levels at the venues.

Management will concentrate on larger leisure/property partners for new franchising opportunities. They have the financial resources to develop multiple sites and support the production of more valuable games and higher marketing budgets.

As mentioned in the July trading update the strategic work referred to above took time to complete but plans are now being executed at pace. Given the evidence of the newly opened sites, the Group is reassured that the resultant format is producing the desired customer response and financial result and I am confident that Escape Hunt is building the foundations for a successful, high quality business.

Richard Rose

Non-Executive Chairman

18 September 2018

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) no 596/2014.

Enquiries

Escape Hunt plc

Richard Harpham (Chief Executive Officer) +44 (0) 7584 173958

Alistair Rae (Chief Financial Officer) +44 (0) 7736 883934

Mustapha Omar (Commercial Director) +44 (0) 7767 697596

Stockdale Securities Ltd - Nominated Advisor and Joint Broker

Daniel Harris, David Coaten, Fiona Conroy +44 (0) 20 7601 6100

Peel Hunt LLP - Joint Broker

George Sellar, Guy Pengelley +44 (0) 20 7418 8900

Yellow Jersey PR Ltd.- Financial Public Relations

Tim Thompson

+44 (0) 7710 718649

Harriet Jackson +44 (0) 7544 275882

Henry Wilkinson +44 (0) 7951 402336

About Escape Hunt plc

The Escape Hunt Group is a global leader in providing live escape-the-room experiences. Since its first branch opened in 2013, the business has grown rapidly, building a global network of franchised outlets. The Company was re-admitted to AIM in May 2017 and has begun rolling out owner-operated branches, together with creating higher quality games and experiences, which incorporates a branded IP content strategy.

CHIEF EXECUTIVE'S REPORT

UK Roll Out - Escape Hunt commenced its UK roll out in March 2018, opening owner-operated sites in Birmingham, Bristol and Leeds. The Company's in-house design studio developed innovative, premium and deeply immersive escape games which were launched at these venues. Within only a few months of opening, all three locations had risen to #1 on TripAdvisor "Fun and Games" attractions in their respective cities. The strong ratings were accompanied by customer reviews saying that "Escape Hunt is redefining the industry" and its games are "exceeding expectations".

The Company is delighted that in the wake of the strategic review, which culminated in the rebranding and the development of higher quality games, it has delivered the desired results by differentiating Escape Hunt from its rivals and securing its position as the premier offering in the escape room sector.

The impressive customer reviews for the three locations have led to site revenue, relative to the number of rooms opened, being in line with expectations. EBITDA, on the same basis, is ahead of expectations for the three sites in the first half of the year. Escape Hunt identified the strategic importance of branded IP in driving occupancy at its venues and chose not to fill all available rooms with games initially, instead deciding to retain capacity for branded content. With the rebrand completed and the new website launched in July, Escape Hunt is now starting to market weekday capacity to corporates, which should further increase occupancy levels.

Whilst the precise timings of openings and early trading patterns are difficult to predict in early stage companies, Escape Hunt will be opening its next three sites in the coming weeks and will end the year with nine owner operated sites trading. As stated in the July trading update, the decision to hold back rooms for branded content impacted our original opening schedule, but we are now executing our plans at pace. The BBC deal has raised our profile amongst retail landlords and operators who regard us as valuble partners to attract customers and so drive their footfall. Accordingly, we believe there will be some good site opportunities and on attractive commercial terms for 2019. As these opportunities shape up, and once all this year's sites are operational and their trading record (including over the Christmas period) have been established and analysed the board will determine exactly how many sites and of what size / location they plan to open next year.

Branded IP Content - A key milestone for the Company has been the signing of a five year exclusive licence agreement with BBC Worldwide to create "Doctor Who" branded escape rooms. Escape Hunt will be rolling them out across its network, with the first due to open in December 2018 in Bristol, following the autumn launch of the new Doctor Who television series, with the rest expected to open in the following two months.

IP branded content deals such as this are an important element of Escape Hunt's strategy. Not only do they boost the brand appeal to the public and to corporate clients and help to drive increased occupancy levels, but the IP plays a significant part in differentiating Escape Hunt from the market and helps establish the Company as an entertainment player. The reaction to this announcement has been overwhelmingly positive with a sharp increase in Escape Hunt's following on all of its social media platforms and a near five-fold increase in people signing up to the Company's mailing list.

Team - Escape Hunt closed its Bangkok office in July 2018, following the establishment of a creative studio team in London. This small team is led by a recently recruited Creative Director who joined Escape Hunt from Merlin Entertainments PLC, and all key positions within the Company have now been filled with high calibre individuals from a variety of backgrounds in the television and entertainment space.

Game Rooms Production - Game construction has been a challenge for the Company, as the industry is still nascent, and there are very few professionalised, scalable design and build companies specialising in the Escape Room sector. Management has carried out a detailed evaluation of set-build contractors and has now identified a handful of businesses with the requisite skillset to produce higher quality games on time and to budget. There are currently five games in production, and with Escape Hunt's game design team now working much more collaboratively with the external production teams, the Company expects to see this integrated approach achieve a more effective result.

Franchise Network - Escape Hunt's franchise revenues during the period increased 12%, in constant currencies, to US$752k (GBP541k) compared to US$669k (GBP523k) for the corresponding six months of last year. Escape Hunt acquired the business on 2 May 2017 so only two months of the Escape Hunt business' revenue were consolidated in the first half of last year and which amounted to GBP193k

The Company had 45 franchise sites at the end of last year. There were 43 at 30 June 2018 as three underperforming franchisees were closed and one new site opened. Four more sites have been contracted by our master franchisees and are scheduled to open in the second half of the year to take the total to 47.

Daily requests to open single site franchises are still being received by Escape Hunt but management is targeting property companies and experienced leisure franchisees as potential partners, who have the financial resources to open multiple sites. Such franchise partners are more able to support the increased costs of the new higher specification games and to spend more on local marketing, both of which will increase standards across the network, and ultimately the revenue share to Escape Hunt.

Outlook

While it is still early days, the Company is greatly encouraged by the performance of its UK sites and is particularly excited by the opportunity with the BBC. Management's focus in the short term is to open the five new sites and to maximise their performance. It is anticipated that the launch of Doctor Who themed games and the effort on B2B marketing to corporates will further drive occupancy.

As referenced above, once all the information from all our UK sites has been assimilated and analysed, the Company will then make a decision in the early part of 2019 about the number and location of site openings in the UK next year, but in the meantime we are developing a pipeline of good sites.

FINANCIAL REVIEW

Group reported revenue was GBP800k in the first half of 2018. The reported revenue however was only GBP193k for the two months from the date of acquisition of the Escape Hunt business on 2 May 2017 to 30 June 2017. A more meaningful comparison is that of the franchise revenues for the first six months of 2017 and 2018, which shows a growth of 12%, in constant currencies, from $669k (GBP523k) to $752k (GBP541k). Given that there were fewer franchise outlets during the period, which fell from 45 to 43 branches, this was a creditable performance. Four new franchise outlets, which are all sub-franchisees of our existing master franchises, are scheduled to open in the second half of this year to increase the network to 47.

Owner-operated revenues were modest during the period at GBP259k reflecting the contribution from our Bangkok branch, and the three UK sites which only produced sales for three months following their opening in March. The Bangkok branch was closed at the end of July.

The adjusted EBITDA loss was GBP1,375k and is stated before deducting GBP144k of site pre-opening costs and GBP291k relating to the costs and provisions for closing the Bangkok premises. The EBITDA loss reflects the build-up of head office resource to support the opening and operation of multiple sites, and the post operating losses for the sites until they start to generate profits. The pre-opening costs are the direct property, site staff and direct marketing costs in the period up to the month of the site opening. The total costs relating to the closure of the Bangkok office and branch amount to GBP291k, of which GBP45k is the write-off of assets in Bangkok and GBP246k is the cost of termination payments to the staff and the former Chief Creative Officer and also a provision for exiting the two properties.

The headline operating loss of GBP3,784k (2017: GBP1,057k) was largely inflated by the GBP1,823k amortisation of intangibles. This was derived from the GBP10.2m intellectual property acquired on the purchase of Escape Hunt last year, and GBP291k relating to the closure of the Bangkok office and branch and GBP144k of pre-opening costs. Only GBP1k was paid in taxation taking the loss after tax to GBP3,762k, which translates into a loss per share of 18.57p (2017 loss per share: 7.88p).

As at 30 June 2018 the Group had net cash of GBP6.4m compared with GBP10.6m at the start of the period. Capital expenditure of GBP2.2m, predominantly linked to the roll out of UK sites, and a GBP1.8m operating cash outflow accounted for most of the GBP4.2m decrease in net cash.

Richard Harpham

Chief Executive Officer

18 September 2018

STATEMENT OF DIRECTORS' RESPONSIBILITIES IN RESPECT OF THE CONDENSED INTERIM REPORT AND CONDENSED FINANCIAL STATEMENTS

The directors confirm that the condensed consolidated interim financial information has been prepared in accordance with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the European Union and that the Interim Report includes a fair review of the information required by DTR 4.2.7R and DTR 4.2.8R, namely:

-- an indication of important events that have occurred during the first six months and their impact on the condensed consolidated interim financial information, and a description of the principal risks and uncertainties for the remaining six months of the financial year; and

   --      material related-party transactions in the first six months and any material changes in the related-party transactions described in the last Annual Report. 

By order of the Board

Richard Rose

Non-Executive Chairman

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE SIX MONTHSED 30 JUNE 2018

 
                                                      Six        Six 
                                                   months     months 
                                                    ended      ended 
                                                  30 June    30 June 
                                                     2018       2017 
                                         Note   Unaudited  Unaudited 
                                                  GBP'000    GBP'000 
Continuing operations 
Revenue                                   5           800        193 
Cost of sales                                       (740)       (86) 
 
 
Gross profit                                           60        107 
 
Transaction expenses                                    -      (870) 
Administrative expenses                           (3,844)      (294) 
 
 
Operating loss                                    (3,784)    (1,057) 
 
Adjusted EBITDA                                   (1,375)      (139) 
Amortisation of intangibles                       (1,823)        (1) 
Depreciation                                        (143)        (4) 
Write-off of assets                                  (45)          - 
Branch closure costs                                (246)          - 
Site pre-opening costs                              (144)          - 
Transaction costs                                       -      (870) 
Share-based payment expense                           (8)       (43) 
                                                ---------  --------- 
Operating loss                                    (3,784)    (1,057) 
---------------------------------------  ----   ---------  --------- 
 
Interest received                                      23          1 
 
 
Loss before taxation                              (3,761)    (1,056) 
Taxation                                  7           (1)        (1) 
 
 
Loss after taxation                               (3,762)    (1,057) 
 
 
Other comprehensive income: 
Items that may or will be reclassified 
 to profit or loss: 
Exchange differences on translation 
 of foreign operations                                 23          - 
 
 
Total comprehensive loss                          (3,739)    (1,057) 
 
Loss attributable to: 
 
 
Equity holders of Escape Hunt plc                 (3,762)    (1,057) 
 
 
Total comprehensive loss attributable 
 to: 
 
Equity holders of Escape Hunt plc                 (3,739)    (1,057) 
                                                ---------  --------- 
 
Loss per share attributable to equity 
 holders: 
Basic (Pence)                             6       (18.57)     (7.88) 
                                                ---------  --------- 
 
 

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2018

 
 
                                              As at        As at 
                                           20122012     20122012 
                                            30 June  31 December 
                                               2018         2017 
                                    Note  Unaudited      Audited 
                                            GBP'000      GBP'000 
 
ASSETS 
Non-current assets 
Property, plant and equipment        8        2,681          670 
Intangible assets                    9        8,610       10,280 
Rental deposits                                  58           32 
Loans receivable                                107            - 
 
 
                                             11,456       10,982 
 
 
Current assets 
Trade receivables                                19           15 
Other receivables and prepayments               441          305 
Cash and bank balances                        6,385       10,645 
 
 
                                              6,845       10,965 
 
 
TOTAL ASSETS                                 18,301       21,947 
 
 
LIABILITIES 
Current liabilities 
Trade payables                                  282          507 
Deferred income                                  79           83 
Other payables and accruals                     825          478 
 
 
                                              1,186        1,068 
 
 
 

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2018 (continued)

 
 
                                                             As at                As at 
                                                           30 June          31 December 
                                                              2018                 2017 
                                       Note              Unaudited              Audited 
                                                           GBP'000              GBP'000 
 
Non-current liabilities 
Deferred income                                                423                  456 
 
 
                                                               423                  456 
 
 
 
TOTAL LIABILITIES                                            1,609                1,524 
 
 
 
NET ASSETS                                                  16,692               20,423 
 
 
 
EQUITY 
Capital and reserves attributable to 
 equity holders of Escape Hunt Plc 
                                                               254 
Share capital                           10                  21,076                  254 
Share premium account                                                            21,076 
Merger relief reserve                                        4,756                4,756 
Accumulated losses                                         (9,499)              (5,737) 
Currency translation reserve                                     8                 (15) 
Capital redemption reserve                                      46                   46 
Share-based payment reserve                                     51                   43 
 
 
 
 
TOTAL EQUITY                                                16,692               20,423 
 
 
 
 

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 
                              Share    Merger      Currency      Capital   Share-based 
                    Share   premium    relief   translation   redemption       payment   Accumulated 
                  capital   account   reserve       reserve      reserve       reserve        losses             Total 
 
                  GBP'000   GBP'000   GBP'000       GBP'000      GBP'000       GBP'000       GBP'000           GBP'000 
                 --------  --------  --------  ------------  -----------  ------------  ------------  ---------------- 
 For the six 
 months ended 
 30 June 2018: 
 Balance as at 
  1 January 
  2018                254    21,076     4,756          (15)           46            43       (5,737)            20,423 
 Loss for the 
  period                -         -         -             -            -             -       (3,762)           (3,762) 
 Other 
  comprehensive 
  income                -         -         -            23            -             -             -                23 
                 --------  --------  --------  ------------  -----------  ------------  ------------  ---------------- 
 Total 
  comprehensive 
  loss                  -         -         -            23            -             -       (3,762)           (3,739) 
                                     --------  ------------  -----------  ------------  ------------  ---------------- 
 
 Share-based 
  payment 
  charge                -         -         -             -            -             8             -                 8 
                 --------  --------  --------  ------------  -----------  ------------  ------------  ---------------- 
 
 Transactions 
  with owners           -         -         -             -            -             8             -                 8 
                 --------  --------  --------  ------------  -----------  ------------  ------------  ---------------- 
 Balance as at 
  30 June 
  2018                254    21,076     4,756             8           46            51       (9,499)            16,692 
                 --------  --------  --------  ------------  -----------  ------------  ------------  ---------------- 
 
 
 For the 
 six 
 months 
 ended 
 30 June 
 2017: 
 Balance 
  as at 1 
  January 
  2017      125        8,941          -                            -           -              -       (1,608)   7,458 
 
 
 
 
 Loss for the period             -         -     -   -    -    -   (1,057)        (1,057) 
 Other comprehensive                             - 
  income                         -         -         -    -    -         -              - 
                             -----  --------  ----      ---  ---  --------  ------------- 
 Total comprehensive 
  loss                           -         -     -   -    -    -   (1,057)        (1,057) 
                             -----  --------  ----      ---  ---  --------  ------------- 
 
 
 Issue of shares               174    18,626     -   -    -    -         -         18,800 
 
 
 Share issue costs               -   (1,689)     -   -    -    -         -        (1,689) 
 
 
 Buy-back of shares           (46)         -     -   -   46    -      (46)           (46) 
 
 Share-based payment 
  charge                         -         -     -   -    -   43         -             43 
                             -----  --------  ----      ---  ---  --------  ------------- 
 
 
 Transactions with owners      128    16,937     -   -   46   43      (46)         17,110 
                             -----  --------  ----      ---  ---  --------  ------------- 
 Balance as at 30 June 
  2017                         253    25,878     -   -   46   43   (2,711)         23,509 
                             -----  --------  ----      ---  ---  --------  ------------- 
 
 

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE SIX MONTHSED 30 JUNE 2018

 
 
                                                         Six        Six 
                                                      Months     months 
                                                       Ended      ended 
                                                     30 June    30 June 
                                                        2018       2017 
                                                   Unaudited  Unaudited 
                                                     GBP'000    GBP'000 
Cash flows from operating activities 
Loss before income tax                               (3,761)    (1,056) 
Adjustments: 
  Depreciation of property, plant and 
   equipment                                             143          4 
  Amortisation of intangible assets                    1,823          1 
  Write-off of property, plant and equipment              34 
  Write-off of goodwill                                   11 
  Share-based payment expense                              8         43 
  Interest income                                       (23)        (1) 
 
Operating cash flow before working 
 capital changes                                     (1,765)    (1,009) 
Increase in trade and other receivables                (141)      (197) 
Foreign currency translation differences                  23          - 
Increase in trade and other payables                     124        557 
Decrease in deferred income                             (37)       (21) 
 
 
Cash used in operations                              (1,796)      (670) 
Income taxes paid                                        (3)       (27) 
 
 
Net cash generated from / (used in) 
 operating activities                                (1,799)      (697) 
 
 
Cash flows from investing activities 
Purchase of plant and equipment                      (2,189)       (59) 
Purchase of intangibles                                (165)          - 
Payment of deposits                                     (26)          - 
Loans advanced to franchisees                          (107)          - 
Acquisition of subsidiary, net of 
 cash acquired                                             -    (7,023) 
Interest received                                         23          1 
 
 
Net cash used in investing activities                (2,464)    (7,081) 
 
 
Cash flows from financing activities 
Proceeds from issue of ordinary shares 
 (net of buy-back)                                         -     13,953 
Proceeds from issue of G shares                            -          1 
Share issue costs                                          -    (1,689) 
 
 
Net cash from financing activities                         -     12,265 
 
 
Net (decrease) / increase in cash 
 and bank balances                                   (4,263)      4,487 
Cash and cash equivalents at beginning 
 of period / year                                     10,645      7,923 
Effects of exchange rate changes on 
 the balance of cash held in foreign 
 currencies                                                3          1 
 
 
Cash and cash equivalents at end of 
 period / year                                         6,385     12,411 
 
 

NOTES TO THE UNAUDITED INTERIM REPORT

FOR THE SIX MONTHSED 30 JUNE 2018

   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 completed the acquisition of the entire issued share capital of Experiential Ventures Limited. Experiential Ventures Limited was the holding company of the Escape Hunt group which is is a global provider of live 'escape the room' experiences.

On 2 May 2017, the Company's name was changed to Escape Hunt plc.

The Company's registered office is 3 Pear Place, London SE1 8BT.

   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 2017 annual report. The statutory financial statements for the year ended 31 December 2017 were prepared under IFRS and IFRIC interpretations as adopted by the European Union and 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 17 September 2018.

   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 Company'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 Company has prepared forecasts and projections which reflect the expected trading performance of the Company and the Group on the basis of best estimates of management using current knowledge and expectations of trading performance.

As at 30 June 2018, the Company had GBP6.4 million in cash which is considered sufficient for its present needs.

Based on the above, the Directors consider there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable, as well as to fund the Company's future operating expenses. The going concern basis preparation is therefore considered to be appropriate in preparing these condensed financial statements.

4. Significant accounting policies

Other than as noted below, 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 December 2017, which have been prepared in accordance with International Financial Reporting Standards as adopted for use by the European Union.

These accounting policies will be adopted in the Group's full financial statements for the year ending 31 December 2018.

Changes in accounting policy

The Group has adopted the following new standards and interpretations which became effective on 1 January 2018 with no significant impact on its consolidated financial in these financial statements:

   -        IFRS 9 'Financial instruments'. 
   -        IFRIC 22 'Foreign currency transactions and advance consideration'. 
   -        IFRIC 23 'Uncertainty over income tax treatments'. 
   -        Amendments to IFRS 2 'Classification and measurement of share-based payment transactions'. 
   -        Annual improvements to IFRS standards 2014-2016 cycle: IFRS 1 and IAS 28. 

Impact of accounting standards to be applied in future periods

IFRS 16 'Leases' has been issued by the International Accounting Standards Board that is effective for periods beginning subsequent to 31 December 2018 (the date on which the Company's next annual financial statements will be prepared up to) which the Company has decided not to adopt early.

IFRS 16 supersedes IAS 17 Leases and introduces a new single lessee accounting model which eliminates the current distinction between operating and finance leases for lessees. IFRS 16 requires lessees to capitalise all leases on the statement of financial position by recognising a 'right-of-use' asset and a corresponding lease liability for the present value of the obligation to make lease payments, except for certain short-term leases and leases of low-value assets. Subsequently, the lease assets will be amortised and the lease liabilities will be measured at amortised cost.

From the perspective of the Group, the classification and accounting for operating and finance leases remains substantially unchanged under IFRS 16. IFRS 16 also requires enhanced disclosures by both lessees and lessors.

On initial adoption of this standard, there is likely to be a potentially significant impact on the accounting treatment for the Group's leases, particularly rented properties, which the Group, as lessee, currently accounts for as operating leases. On initial adoption of IFRS 16 the Group will be required to capitalise its rented properties at the lease commencement date in the statement of financial position by recognising them as right-of-use assets and their corresponding lease liabilities. The right-of use asset will be amortised over the term of each lease and a finance charge will be made by reference to the lease liability and discount rate. The liability is initially to be measured at the present value of future minimum lease payments. The discount rate is the rate implicit in the lease, if readily determinable.

The Group plans to adopt the standard in the financial year beginning on 1 January 2019 with full retrospective effect in accordance with the transitional provisions and will include required additional disclosures in its financial statements for that financial year. The Group will make a detailed assessment of the impact of this standard prior to transition.

The right-of use asset will be amortised over the term of each lease and a finance charge will be made by reference to the lease liability and discount rate. The liability is initially to be measured at the present value of future minimum lease payments. The discount rate is the rate implicit in the lease, if readily determinable. As at 30 June 2018, the Group had entered into 11 property leases which had commenced prior to the period end (31 December 2017: five).

   5.         Segment information 

The Company was an investing company and did not trade until its acquisition of Experiential Ventures Limited on 2 May 2017. Since the acquisition, management considers that the enlarged group has two operating segments. Revenues are reviewed based on the nature of the services provided as follows:

1. The franchise business, where all franchised branches are operating under effectively the same model; and

2. The owner-operated branch business, which consists of Bangkok and the UK.

The Group operates on a global basis. At present, the Company has active franchisees in over 20 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.

Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.

 
                                                  Owner  Franchise 
                                               operated   operated           Unallocated          Total 
Six months ended 30 June 
 2018                                           GBP'000    GBP'000               GBP'000        GBP'000 
Revenue                                             259        541                     -            800 
Cost of sales                                     (530)      (210)                     -          (740) 
                                              ---------  ---------  --------------------  ------------- 
Gross profit / (loss)                             (271)        331                     -             60 
 
Profit/(loss) from operations: 
Interest income                                       -          -                    23             23 
Expenses 
 
        *    Administrative                       (254)      (271)                 (909)        (1,434) 
 
        *    Depreciation and amortisation        (152)    (1,727)                  (87)        (1,966) 
 
        *    Write-off of assets                      -       (45)                     -           (45) 
 
        *    Closure of Bangkok operation          (36)      (211)                     -          (247) 
 
        *    Pre-opening costs                    (144)          -                     -          (144) 
 
        *    Share-based payment expenses             -          -                   (8)            (8) 
 
Profit/(loss) from operations 
 before tax                                       (857)    (1,923)                 (981)        (3,761) 
Taxation                                              -        (1)                     -            (1) 
                                              ---------  ---------  --------------------  ------------- 
Profit / (loss) for the 
 period                                           (857)    (1,924)                 (981)        (3,762) 
                                              ---------  ---------  --------------------  ------------- 
 
Other information: 
Segment assets                                    2,960        173                15,168         18,301 
                                              ---------  ---------  --------------------  ------------- 
Segment liabilities                                 359        760                   490          1,609 
                                              ---------  ---------  --------------------  ------------- 
 
 
                                        Owner  Franchise 
                                     operated   operated  Unallocated        Total 
Six months ended 30 
 June 2017                            GBP'000    GBP'000      GBP'000      GBP'000 
Revenue                                    21        172            -          193 
Cost of sales                            (15)       (71)            -         (86) 
                                    ---------  ---------  -----------  ----------- 
Gross profit                                6        101            -          107 
 
Profit/(loss) from operations 
Expenses: 
- Administrative                          (7)       (52)        (191)        (250) 
-Transaction                                -          -        (870)        (870) 
            -Share-based payment 
             expense                        -          -         (43)         (43) 
Profit/(loss) from operations 
 before tax                               (1)         49      (1,104)      (1,056) 
Taxation                                    -        (1)            -          (1) 
                                    ---------  ---------  -----------  ----------- 
Profit/(loss) for the 
 period                                   (1)         48      (1,104)      (1,057) 
                                    ---------  ---------  -----------  ----------- 
 
Other information: 
Segment assets                            146      1,139       24,024       25,309 
                                    ---------  ---------  -----------  ----------- 
Segment liabilities                         8      1,166          625        1,799 
                                    ---------  ---------  -----------  ----------- 
 
   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 ordinary shares from the exercise of warrants are not dilutive.

 
                               Six months   Six months 
                                    ended        ended 
                                  30 June      30 June 
                                     2018         2017 
                                Unaudited    Unaudited 
                                      GBP          GBP 
 Loss after tax (GBP000)          (3,762)      (1,057) 
 Weighted average number of 
  shares: 
 
        *    Basic             20,259,258   13,419,752 
 Loss per share 
 
              *    Basic           0.1857     0.0788 
 
   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 GBP2m as at 30 June 2018 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 GBP400k.

   8.         Property, plant and equipment 
 
 
                                                                                                Escape 
                                Leasehold                                        Furniture       games      Total 
                                 property    Office equipment  Computers      and fixtures 
                                  GBP'000             GBP'000    GBP'000           GBP'000     GBP'000    GBP'000 
  Cost 
  At 31 December 2017                 575                  15         36                 5          59        690 
  Additions                         1,517                  15         46                69         542      2,189 
  Amounts written off                (20)                (16)       (21)               (5)           -       (62) 
  Currency translation 
   differences                          -                   -          1                 -           -          1 
                             ------------  ------------------  ---------  ----------------  ----------  --------- 
  As at 30 June 2018                2,072                  14         62                69         601      2,818 
                             ------------  ------------------  ---------  ----------------  ----------  --------- 
 
  Accumulated depreciation 
 
  At 31 December 2017                 (4)                 (3)       (11)               (1)         (1)       (20) 
  Depreciation charge                (76)                 (3)       (11)               (3)        (50)      (143) 
  Released on write-off 
   of assets                            7                   5         14                 2           -         28 
  Currency translation 
   differences                        (1)                   -        (1)                 -           -        (2) 
                             ------------  ------------------  ---------  ----------------  ----------  --------- 
 
    As at 30 June 2018               (74)                 (1)        (9)               (2)        (51)      (137) 
 
  Carrying amounts 
 
  At 31 December 2017                 571                  12         25                 4          58        670 
                             ============  ==================  =========  ================  ==========  ========= 
 
    At 30 June 2018                 1,998                  13         53                67         550      2,681 
                             ============  ==================  =========  ================  ==========  ========= 
 

Amounts written-off relate to the closure of the Bangkok branch.

   9.         Intangible assets 
 
                          Goodwill     Trademarks   Intellectual   Franchise       App    Portal     Total 
                                      and patents       property    Business     Quest 
                           GBP'000        GBP'000        GBP'000     GBP'000   GBP'000   GBP'000   GBP'000 
 Cost 
 At 1 January                    -              -              -           -         -         -         - 
  2017 
 Additions                   1,304             32         10,195         802       100         -    12,433 
 At 30 June 
  2017                       1,304             32         10,195         802       100         -    12,433 
 
 Additions                     100                             -           -         -       122       222 
 Transfers                       -           (19)              -           -         -        19         - 
                       -----------  -------------  -------------  ----------  -------- 
 At 31 December 
  2017                       1,404             13         10,195         802       100       141    12,655 
 
 Additions                       -             31             90           -         -        44       165 
 Amounts written-off          (11)              -              -           -         -         -      (11) 
 As at 30 June 
  2018                       1,393             43         10,285         802       100       185    12,809 
                       -----------  -------------  -------------  ----------  --------  --------  -------- 
 
 Accumulated 
  amortisation 
 At 1 January                    -              -              -           -         -         -         - 
  2017 
 Amortisation                    -           (12)              -           -         -         -      (12) 
 As at 30 June 
  2017                           -           (12)              -           -         -         -      (12) 
 
 Amortisation                    -              -        (2,266)        (76)      (21)         -   (2,363) 
 Transfers              -                      12              -           -      (12)         -         - 
 At 31 December 
  2017                           -              -        (2,266)        (76)      (33)         -   (2,375) 
 
 Amortisation                    -            (3)        (1,715)        (57)      (25)      (23)   (1,823) 
 At 30 June 
  2018                           -            (3)        (3,981)       (133)      (58)      (23)   (4,199) 
                       ===========  =============  =============  ==========  ========  ========  ======== 
 
 Carrying amounts 
 
 At 30 June 
  2017                       1,304             19         10,195         802       100         -    12,420 
                       ===========  =============  =============  ==========  ========  ========  ======== 
 
 At 31 December 
  2017                       1,404             13          7,929         726        67       141    10,280 
                                                                                        ======== 
 
 At 30 June 
  2018                       1,393             40          6,304         669        42       162     8,610 
                       ===========  =============  =============  ==========  ========  ========  ======== 
 

Goodwill written-off relates to the closure of the Bangkok branch.

   10.          Share capital 
 
                                      Six months                        Year 
                                           ended                       ended 
                                         30 June                 31 December 
                                            2018                        2017 
                                       Unaudited                     Audited 
                                         GBP'000                     GBP'000 
       As at beginning of period / 
        year                                 254                         125 
       Issued during the period / 
        year                                   -                         175 
       Buy-back of shares                      -                        (46) 
       As at end of period / year            254                         254 
                                     -----------  -------------------------- 
 
 

During the six months ended 30 June 2018, there were no changes in the issued share capital of the Company

   11.         Key management personnel compensation 
 
 
                                                        Six months     Six months 
                                                             ended          ended 
                                                           30 June        30 June 
                                                              2018           2017 
                                                         Unaudited      Unaudited 
                                                           GBP'000        GBP'000 
       Salaries and benefits (including directors)             304             58 
       Share-based payments                                      8              - 
       Social security costs                                    35              - 
       Other post-employment benefits                            6              - 
       Less amounts capitalised                               (56)              - 
       Total                                                   297             58 
                                                     -------------  ------------- 
 
   12.          Seasonality of the Group's business 

There are no seasonal factors which materially affect the operations of any company in the Group.

   13.          Events after the reporting period 

In July 2018, the Group signed a five-year licence with BBC Studios to roll out Doctor Who themed rooms across the UK.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

IR LRMMTMBABTJP

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September 18, 2018 02:01 ET (06:01 GMT)

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