Last checked at 4 Apr 2016 07:00
Everyman Media Group plc
('Everyman' or the 'Company')
Preliminary results for the year ended 31 December 2015
Highlights
· Revenue for the year up 44% to £20.3m (2014: £14.1m)
· Admissions up 50% on last year to 1.2m (2014: 0.8m)
· Spend per head up 3% on last year to £15.95 (2014: £15.54)
· EBITDA up 25% to £1.71m (2014: £1.37m)
· Six new Everyman cinemas were opened during the year, growing the estate to 16 sites
· Well positioned to continue expansion with a new site in Bristol due to open in May 2016 and cinemas to open in Harrogate, Chelmsford, Cirencester, Stratford-upon-Avon and Kings Cross, in the next 24 months
Exchange of contracts on new site
The Company today announces that it has exchanged contracts on a new site in Durham. It is expected that the new site will open under the Everyman branding in 2019.
Agreement of New Debt Facility
The Company can also today announce that it has entered into a new debt facility with Barclays plc. The facility is an £8 million three year revolving loan facility. The facility provides an additional finance stream, in addition to the Company's existing cash resources, to allow continued expansion of the Company's cinema estate.
4 April 2016
Enquiries:
Everyman Media Group plc Tel: 020 3145 0510
Crispin Lilly, Chief Executive
Cenkos Securities (NOMAD and Broker) Tel: 020 7397 8927
Bobbie Hilliam/Harry Pardoe
Chairman's statement
I am pleased to report the Group's results for the year ended 31 December 2015.
2015 marked an important year for the business with new site openings, the strengthening of our new site pipeline and an equity raise to fund the acquisition of four Odeon sites. At the same time, the 2014 committed investment in central overheads was realised. The Board believes this increased central resource (including the appointment of our new CEO, FD and other key roles) will ensure the successful delivery of growth for the business in the coming years.
The Group now operates 16 cinemas, up from 10 cinemas at the beginning of the year. The financial results include the full cost, but limited contribution, from our new sites in Birmingham and Canary Wharf, which were opened in the first half of the financial year. Further, the acquisition of the four Odeon sites had a limited impact on the second half of the financial year.
Overall, the financial performance of the Group after all expenses and taxation is in line with the Board's expectations.
Review of the business
We are one of the leading independent cinema groups in the UK in terms of cinema venues, screens and admissions, with a portfolio of 16 venues and 39 screens operating under the 'Everyman' brand as of March 2016.
The Everyman brand focuses on delivering high quality, whether it be service, environment, food, drink or film. This overall experience is central to our business model and our continued ambition to grow a strong leisure brand. The Board continues to believe that there is significant growth for this model within the UK.
In addition to the Group's commitment to expand the estate, the Board is confident that the growth delivered in 2015 in average ticket price (£10.60 vs. £10.44) and retail spend per customer (£5.35 vs. £5.10) can be continued going forward as well as there being opportunities to increase other revenue streams from its existing venues through general marketing, advertising and promotion of the 'Everyman' brand.
Results
Revenue for the year was up 44% on last year to £20,316,000 (2014: £14,096,000).
The Group's underlying operating profit before pre-opening expenses, exceptional items and share-based payments was £318,000 (2014: £557,000). The Group incurred a loss for the year of £556,000 (2014: profit of £195,000). The primary difference between underlying operating profit and reported loss relates to pre-opening costs of £775,000, which have been expensed within administrative expenses.
The Board does not recommend the payment of a dividend at this stage of the Group's development.
Openings
The Group has opened new sites at the Mailbox in Birmingham (February 2015), and in Canary Wharf in London (May 2015).
The Group completed an acquisition of four sites from Odeon during the year. The sites in Gerrards Cross and Esher were completely refurbished and relaunched as fully operating Everyman venues in the second half of the year. The sites in Muswell Hill and Barnet were partially refurbished in 2015, with these investments expected to be completed in 2016. The total consideration for the four Odeon venues was £7.1 million, with an additional £4.0 million having been invested in their refurbishment.
The Group conditionally exchanged contracts on four further sites at Chelmsford, Stratford-upon-Avon, Cirencester and Kings Cross in 2015. These sites are on top of contracts exchanged more than one year ago, namely Bristol and Harrogate, both of which are now unconditional. The Group is also in various stages of negotiation on a number of other opportunities.
The Group also invested in refurbishing two of its older cinemas during 2015, in Reigate and Winchester, following the success of a similar project in Walton-On-Thames in 2012.
The Group continues to invest in marketing activity that supports and credibly grows our brand. Our temporary "pop-up" venue at Selfridges, London, continued trading through the first quarter of 2015 and delivered tremendous awareness and positive feedback. In the summer we launched the first Annual Everyman Music Film Festival and we delivered launch event packages around key titles such as 'Fifty Shades of Grey' and 'Spectre'.
Staff
Over the course of the year, our employee numbers have increased significantly with our expansion from 274 to 490. Our employees' hard work and passion remains an integral part of our offer and subsequent success. Once again, I thank them all for their continued dedication and support.
Cash flows
Cash inflows from operating activities were £2,959,000 (2014: £2,187,000). Net cash outflow for the year before financing was £16,169,000 (2014: £2,389,000). This is largely represented by capital expenditure on the expansion of the business through the acquisition and refurbishment of the above sites.
Cash held at the end of the year was £9,173,000 (2014: £6,363,000). The cash held will be invested in the continuing development and expansion of the Group's business in 2016.
Pre-opening costs
Pre-opening costs, which have been expensed within administrative expenses, were £775,000 (2014: £205,000). These costs include expenses, net of the effect of rent free periods, which are necessarily incurred in the period prior to a new unit being opened, but which are specific to the opening of that unit.
Board Changes
On 30 March 2015 the Group appointed Jonathan Peters as Group Finance Director.
Current Trading
Since the year end, trading has been in line with expectations and the film release schedule for 2016 is encouraging.
Future of the Company
We continue to challenge ourselves internally to develop, improve and build upon the existing strengths of our underlying business, as well as delivering our expansion plans. It is an exciting time and we believe we will continue to deliver good returns to our Shareholders.
Paul Wise
Chairman
4 April 2016
Strategic Report
The Directors present their strategic report for the Group for the year ended 31 December 2015.
Principal activities and review of the business
The Group is a leading independent cinema group in the UK. The principal activity of the Company is that of a holding company.
Results
The Group made a loss after taxation of £556,000 (2014: profit of £195,000).
Further details are shown in the Chairman's statement and Consolidated statement of comprehensive income, together with the related notes to the financial statements.
Development of the Group's business
In 2015 the UK & Irish cinema market generated £1.32 billion (2014: £1.14billion) of gross box office receipts (Source: Rentrak EDI), an increase of 15.1%. The box office contribution from the independent, non-multiplex chains (including the Group's venues) showed a similar increase (14.6%) sustaining its market share in 2015 (20.7%), a particularly impressive achievement in a market dominated by large blockbuster releases. Everyman's contribution increased from 0.84% in 2014 to 1.12% in 2015.
This market share growth reflects revenue contribution from new sites that opened during the period, the improved performance from some continuing locations but also takes into account the negative impact of our Reigate and Winchester sites being closed for six weeks each for refurbishment.
The Board is pleased with the increased performance of the two refurbished sites. This investment in refurbishment, as well as new cinemas, reflects the Board's continued confidence in the full Everyman concept and its ability to drive a better customer experience resulting in higher ticket prices and retail spends, whilst also growing audiences. The Everyman brand continues in its position as a premium UK leisure brand, and we consider that it consequently is attracting increased interest from developers looking for a cinema/leisure operator that appeals to a more discerning customer within a more intimate environment. The Directors believe that the cinema market sector continues to be strong (alongside restaurants, gyms and other leisure offers) and will continue to grow in the years ahead (with takings from niche and/or independent operators being the highest growth segment of the market). The Group believes that customers who are over the age of 25 will remain the fastest growing sector of this market, and are confident that a large proportion of admissions generated by Everyman are incremental to the overall market.
The number of films receiving a theatrical release in the UK and Ireland continues to grow with 2015 setting a new record at 849, this includes an ever increasing volume of Event Cinema content such as theatre, opera and music productions. The box office was disproportionately dominated by blockbusters reflected in the contribution from the top ten titles being a significant 38% up from 26% in 2014. The sheer scale of this dominance is reflected in the fact that the top three films in 2015 are all now in the top 10 films of all time: Star Wars The Force Awakens (1/£124m), Spectre (2/£94m) and Jurassic World (9/£64m).
This is not a pattern we expect to see repeated in 2016 but this will actually give more breathing space to the smaller, often more interesting titles that play well to our audiences, and which were notably squeezed in terms of potential by the blockbusters in 2015.
Based on market information available to the Directors, the Group's portfolio of 16 permanent sites (39 screens) in the United Kingdom at the end of 2015 represented approximately 0.99% of the total number of screens in the United Kingdom and Ireland (2014: 10 sites (19 screens), 0.48% of screens). In 2015, the Group delivered 0.70% of all admissions (2014: 0.51%) (Source: CAA) and 1.12% of all gross box office revenue (2014: 0.84%) in the United Kingdom and Ireland (Source: Rentrak EDI).
The Group currently has venues in the following locations:
Location
| No. of screens
| Number of seats
| Private Rooms
|
Birmingham - Mailbox | 3 | 328 | - |
Esher, Surrey | 4 | 335 |
|
Gerrards Cross, Buckinghamshire | 2 | 202 |
|
Leeds - Trinity | 4 | 611 | 1 |
London - Baker Street | 2 | 162 | - |
London - Barnet | 5 | 421 |
|
London - Belsize Park | 1 | 129 | - |
London - Canary Wharf | 3 | 266 |
|
London - Hampstead | 2 | 209 | 1 |
London - Islington | 1 | 125 | - |
London - Maida Vale | 2 | 148 | - |
London - Muswell Hill | 3 | 539 |
|
Oxted, Surrey | 1 | 373 | - |
Reigate, Surrey | 2 | 170 | - |
Walton-On-Thames, Surrey | 2 | 158 | - |
Winchester, Hampshire | 2 | 236 | - |
Total | 39 | 4,412 | 2 |
In May 2015 the Company raised £19.3 million after expenses from the placing of new ordinary shares to provide additional funding for the Group's expansion programme.
In addition the Group has exchanged contracts on new leases for sites in Bristol (opening May 2016), and Harrogate, and had conditionally exchanged contracts on new leases for sites in Chelmsford (opening in the second half of 2016), Stratford-upon Avon, Kings Cross and Cirencester (all due to open by the end of 2017).
The Everyman Offering
The Everyman brand is positioned at the premium end of the UK leisure/cinema market. The Group proposition focuses on smaller capacity, intimate venues, usually in more central, high street locations, and which prioritise customer experience.
The Group seeks to deliver a premium experience to each customer every time they watch a film at an Everyman venue. This is done by combining the strengths of our cinema design with a strong, credible food and drink offer, expansive programming and high levels of customer service.
Everyman shows a range of current and classic films alongside event cinema productions. Each venue is fitted with digital projectors, all with high end digital sound systems and many screens with RealD 3D technology.
Growth Strategy
The Directors believe the opportunities for more Everyman venues within the UK are significant. This will be through the delivery of new locations (either as part of new build developments or into spaces within existing buildings) or through the acquisition of existing cinemas.
Continuing expansion will be financed from current resources, retained earnings and, where appropriate, further financing.
The Group has a rolling programme of maintenance and refurbishment throughout its portfolio which the Board believes helps increase box office sales and retail spend per customer.
As the Group continues to expand across the country, the Board believes that there is an increasing opportunity to grow admissions and advertising revenue through development of its marketing assets, its membership programme and through working more proactively with Distributor partners in driving awareness for both the venues and the films shown.
Key Performance Indicators (KPIs)
Revenue for the year was up 44% on last year to £20,316,000 (2014: £14,096,000). The growth in revenue in the current year reflects the effect of an increase in the number of sites and admissions, an increase in box-office yield and an improved spend, by person, on food and beverages.
The Group uses the following key performance indicators, in addition to total revenues, to monitor the progress of the Group's activities:
|
| 31 December | 31 December |
|
| 2015 Group | 2014 Group |
|
|
|
|
| Admissions | 1,212,070 | 808,316 |
|
|
|
|
| Box-office-spend per head | £10.60 | £10.44 |
| Food & Beverage spend per head | £5.35 | £5.10 |
| Total spend per head | £15.95 | £15.54 |
For each year shown above 'Admissions' represent the number of seats sold, one per person, at the Group's cinema venues. 'Box-office-spend' per head represents the average ticket price for each seat sold. 'Food and Beverage spend per head' represents the average-spend per person at the Group's venues. These are the key financial and management statistics employed by management.
Competition
There are three major exhibitors in the UK cinema industry, Odeon UCI, Cineworld (including the Picturehouse brand) and Vue - together accounting for 70% of the UK/Ireland box office in 2015 (source: Rentrak). The Board does not believe the Group competes with the multiplex offer on price, customer proposition or new site locations.
The remainder of the market consists of smaller circuits and independent cinema operators, with Picturehouse and Curzon being the largest of these along with Everyman. There is inevitably some similarity in customers between these, those that prefer the quieter local cinema to the multiplex, but each circuit still has a distinctly different strategy, although some overlap in competition for new venues is inevitable.
The Everyman strategy is to focus on the overall experience as opposed to relying exclusively on film content. We aim to make customers fall in love with our venues and actively seek the excuse to return. As a result we believe that the Group's customers are more likely to see a more varied range of programming, from quality blockbuster films, to small independent titles as well as live broadcasts of Opera and other events. We believe this strategy is relatively unique and competitively strong, allowing us to still deliver growth in an expanding part of the market.
The cinema industry has seen a number of mergers and acquisitions in recent years and there is always the possibility of more activity of this nature.
On behalf of the Board
C Lilly
CEO
4 April 2016
Consolidated statement of comprehensive income
|
|
| Year ended | Year ended |
|
|
| 31 December | 31 December |
|
|
| 2015 | 2014 |
|
|
| £000 | £000 |
|
|
|
|
|
| Revenue |
| 20,316 | 14,096 |
| Cost of sales |
| (8,526) | (5,793) |
| Gross profit |
| 11,790 | 8,303 |
|
|
|
|
|
|
|
|
|
|
| Administrative expenses |
| (12,262) | (8,001) |
| Exceptional items: |
|
|
|
| Acquisition expenses |
| (286) | - |
|
|
|
|
|
| Total administrative expenses |
| (12,548) | (8,001) |
|
|
|
|
|
| (Loss)/profit from operations |
| (758) | 302 |
|
|
|
|
|
| Adjusted profit from operations (before exceptional items, pre-opening expenses, and share-based payment expense) |
| 318 | 557 |
| Exceptional items (as above) |
| (286) | - |
| Pre-opening expenses |
| (775) | (205) |
| Share based payment expense |
| (15) | (50) |
| (Loss)/profit from operations |
| (758) | 302 |
|
|
|
|
|
|
|
|
|
|
| Financial income |
| 74 | 42 |
| Financial expenses |
| (50) | (78) |
|
|
|
|
|
| (Loss)/profit before taxation |
| (734) | 266 |
|
|
|
|
|
| Income tax credit/(expense) |
| 178 | (71) |
|
|
|
|
|
| (Loss)/profit for the year and total comprehensive income attributable to equity holders of the parent company |
| (556) | 195 |
|
|
|
|
|
|
|
|
|
|
| Basic (loss)/earnings per share - pence |
| (1.08) | 0.54 |
|
|
|
|
|
| Diluted (loss)/earnings per share - pence |
| (1.08) | 0.53 |
All amounts relate to continuing activities.
There were no other recognised gains and losses in the year.
| Consolidated statement of financial position |
| |||
|
| 31 December | 31 December | ||
|
|
| 2015 | 2014 | |
|
|
| £000 | £000 | |
| Assets |
|
|
| |
| Non-current assets |
|
|
| |
| Intangible assets |
| 8,073 | 782 | |
| Property, plant and equipment |
| 22,344 | 10,819 | |
|
|
| 30,417 | 11,601 | |
|
|
|
|
| |
| Current assets |
|
|
| |
| Inventories |
| 227 | 91 | |
| Trade and other receivables |
| 2,825 | 2,020 | |
| Cash and cash equivalents |
| 9,173 | 6,363 | |
|
|
| 12,225 | 8,474 | |
|
|
|
|
| |
| Total assets |
| 42,642 | 20,075 | |
|
|
|
|
| |
| Current liabilities |
|
|
| |
| Trade and other payables |
| 8,779 | 6,045 | |
| Loans and borrowings |
| - | 76 | |
| Current corporation tax liabilities |
| - | 52 | |
| Total current liabilities |
| 8,779 | 6,173 | |
|
|
|
|
| |
| Non-current liabilities |
|
|
| |
| Loans and borrowings |
| - | 193 | |
| Derivative financial instruments |
| 157 | 203 | |
| Provisions for other liabilities |
| 1,501 | - | |
| Deferred tax |
| 296 | 354 | |
|
|
| 1,954 | 750 | |
|
|
|
|
| |
| Total liabilities |
| 10,733 | 6,923 | |
|
|
|
|
| |
| Net assets |
| 31,909 | 13,152 | |
|
|
|
|
| |
| Equity attributable to owners of the Company |
|
|
| |
| Ordinary shares |
| 5,982 | 3,629 | |
| Share premium |
| 22,719 | 5,774 | |
| Merger reserve |
| 11,152 | 11,152 | |
| Retained deficit |
| (7,944) | (7,403) | |
| Total equity |
| 31,909 | 13,152 | |
The financial statements were approved by the Board of Directors and authorised for issue on 4 April 2016.
Consolidated statement of changes in equity |
| Share | Share | Merger | Retained | Total |
|
| capital | premium | reserve | deficit | equity |
|
| £000 | £000 | £000 | £000 | £000 |
|
|
|
|
|
|
|
Balance at 1 January 2014 |
| 3,629 | 5,774 | 11,152 | (7,648) | 12,907 |
|
|
|
|
|
|
|
Profit for the year |
| - | - | - | 195 | 195 |
Total comprehensive income for the year |
| - | - | - | 195 | 195 |
|
|
|
|
|
|
|
Share-based payments |
| - | - | - | 50 | 50 |
Total contributions by owners of the parent |
| - | - | - | 50 | 50 |
|
|
|
|
|
|
|
Balance at 31 December 2014 |
| 3,629 | 5,774 | 11,152 | (7,403) | 13,152 |
Consolidated statement of changes in equity continued |
| Share | Share | Merger | Retained | Total |
|
| capital | premium | reserve | deficit | equity |
|
| £000 | £000 | £000 | £000 | £000 |
|
|
|
|
|
|
|
Balance at 1 January 2015 |
| 3,629 | 5,774 | 11,152 | (7,403) | 13,152 |
|
|
|
|
|
|
|
Loss for the year |
| - | - | - | (556) | (556) |
Total comprehensive income for the year |
| - | - | - | (556) | (556) |
|
|
|
|
|
|
|
Shares issued in the period |
| 2,353 | 17,647 | - | - | 20,000 |
Share issue expenses |
| - | (702) | - | - | (702) |
Share-based payments |
| - | - | - | 15 | 15 |
Total contributions by owners of the parent |
| 2,353 | 16,945 | - | 15 | 19,313 |
|
|
|
|
|
|
|
Balance at 31 December 2015 |
| 5,982 | 22,719 | 11,152 | (7,944) | 31,909 |
The following describes the nature and purpose of each reserve within owners' equity: | |
|
|
Share capital | Amount subscribed for shares at nominal value. |
Share premium | Amount subscribed for share capital in excess of nominal value less attributable share-issue expenses. |
Merger reserve | Amounts attributable to equity in respect of merged subsidiary undertakings. |
Retained deficit | Cumulative loss of the Group attributable to equity shareholders. |
Consolidated statement of cash flows | 31 December | 31 December |
| 2015 | 2014 |
| £000 | £000 |
Cash flows from operating activities |
|
|
(Loss)/profit from operations | (758) | 302 |
Depreciation and amortisation | 1,387 | 813 |
Share-based payment | 15 | 50 |
| 644 | 1,165 |
|
|
|
(Increase)/decrease in inventories | (136) | 7 |
Increase in trade and other receivables | (154) | (535) |
Increase in trade and other payables | 2,605 | 1,550 |
Net cash generated from operating activities | 2,959 | 2,187 |
|
|
|
Cash flows from investing activities |
|
|
Acquisition | (7,100) | - |
Purchase of property, plant and equipment | (11,452) | (3,644) |
Deposit on long-leasehold property | (650) | (975) |
Interest received | 74 | 43 |
Net cash used in investing activities | (19,128) | (4,576) |
|
|
|
Cash flows from financing activities |
|
|
Proceeds from the issuance of ordinary shares net of commission | 19,391 | - |
Other share issue expenses | (93) | - |
Repayment of bank borrowings | (269) | (61) |
Interest paid | (50) | (70) |
Net cash used in financing activities | 18,979 | (131) |
|
|
|
|
|
|
Net increase/(decrease) in cash and cash equivalents | 2,810 | (2,520) |
|
|
|
Cash and cash equivalents at the beginning of the year | 6,363 | 8,883 |
|
|
|
Cash and cash equivalents at the end of the year | 9,173 | 6,363 |
All cash transactions relating to the Company were enacted through subsidiary undertakings and no statement of cash flows is presented for the Company.
Company statement of financial position | Registered company number: 08684079 | ||
| 31 December | 31 December | |
|
| 2015 | 2014 |
|
| £000 | £000 |
Assets |
|
|
|
Non-current assets |
|
|
|
Intangible assets |
| 654 | - |
Property, plant and equipment |
| 734 | - |
Investments |
| 30,337 | 23,700 |
|
| 31,725 | 23,700 |
|
|
|
|
Current assets |
|
|
|
Trade and other receivables |
| 25,866 | 6,567 |
|
|
|
|
Total assets |
| 57,591 | 30,267 |
|
|
|
|
Current liabilities |
|
|
|
Trade and other payables |
| 6,937 | 277 |
|
|
|
|
Non-current liabilities |
|
|
|
Provisions for other liabilities |
| 1,501 | - |
Deferred tax |
| 117 | - |
|
| 1,618 | - |
|
|
|
|
Total liabilities |
| 8,555 | 277 |
|
|
|
|
Net assets |
| 49,036 | 29,990 |
|
|
|
|
|
|
|
|
Equity attributable to owners of the Company |
|
|
|
Ordinary shares |
| 5,982 | 3,629 |
Share premium |
| 22,719 | 5,774 |
Merger reserve |
| 20,336 | 20,336 |
Retained earnings |
| (1) | 251 |
Total equity |
| 49,036 | 29,990 |
The financial statements were approved by the Board of Directors and authorised for issue on 4 April 2016.
Company statement of changes in equity | Share | Share | Merger | Retained | Total |
| capital | premium | reserve | earnings | Equity |
| £000 | £000 | £000 | £000 | £000 |
|
|
|
|
|
|
At 1 January 2014 | 3,629 | 5,774 | 20,336 | 240 | 29,979 |
Loss for the period | - |
| - | (39) | (39) |
Total comprehensive income for the year | - | - | - | (39) | (39) |
|
|
|
|
|
|
Share-based payments | - | - | - | 50 | 50 |
Total contributions by owners of the parent | - | - | - | 50 | 50 |
|
|
|
|
|
|
Balance at 31 December 2014 | 3,629 | 5,774 | 20,336 | 251 | 29,990 |
Company statement of changes in equity | Share | Share | Merger | Retained | Total |
| capital | Premium | Reserve | earnings | Equity |
| £000 | £000 | £000 | £000 | £000 |
|
|
|
|
|
|
At 1 January 2015 | 3,629 | 5,774 | 20,336 | 251 | 29,990 |
Loss for the period | - | - | - | (267) | (267) |
Total comprehensive income for the year | - | - | - | (267) | (267) |
|
|
|
|
|
|
Shares issued in the period | 2,353 | 17,647 | - | - | 20,000 |
Share issue expenses | - | (702) | - | - | (702) |
Share-based payments | - | - | - | 15 | 15 |
Total contributions by owners of the parent | 2,353 | 16,945 | - | 15 | 19,313 |
|
|
|
|
|
|
Balance at 31 December 2015 | 5,982 | 22,719 | 20,336 | (1) | 49,036 |
The following describes the nature and purpose of each reserve within owners' equity: | |
|
|
Share capital | Amount subscribed for shares at nominal value. |
Share premium | Amount subscribed for share capital in excess of nominal value less attributable share-issue expenses. |
Merger reserve | Amounts attributable to equity in respect of merger relief received. |
Retained earnings | Cumulative profits of the Company attributable to equity shareholders. |
1 | General information | |
| Everyman Media Group plc and its subsidiaries (together 'the Group') are engaged in the ownership and management of cinemas in the United Kingdom. The Company is a public company domiciled and incorporated in England and Wales (registered number 08684079). The address of its registered office is Studio 4, 2 Downshire Hill, London NW3 1NR. | |
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|
|
2 | Basis of preparation and accounting policies |
|
| The consolidated financial information, which represents the results of the Company and its subsidiaries, has been prepared in accordance with International Financial Reporting Standards and IFRC Interpretations issued by the International Accounting Standards Board (together "IFRSs") as adopted by the European Union (EU). The Company financial statements have been prepared in accordance with IFRSs as adopted by the EU from the date of incorporation.
The principal accounting policies applied by the Group in the preparation of these consolidated financial statements for the years ended 31 December 2014 and 31 December 2015 are set out below. These policies have been consistently applied to all periods presented.
Companies Act s408 exemption The Company has taken advantage of the exemptions allowed under section 408 of the Companies Act 2006 and has not presented its own statement of comprehensive income in these financial statements. The results for the year included a loss on ordinary activities after tax of £267,000 in respect of the Company (2014: a loss of £39,000). | |
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| |
| Changes to accounting policies since the last period The following standards, interpretations and amendments, issued by the IASB or the International Financial Reporting Interpretations Committee (IFRIC), are both relevant and effective for the first time in the current financial year and have been adopted by the Group with no significant impact on its consolidated results or financial position for the current reporting period: · Annual Improvements to IFRSs (2011-2013 Cycle) - Minor amendments to various accounting standards, effective for periods beginning on or after 1 January 2015 onwards.
Management is assessing the following standards, which are not a full list of those coming into effect, for the impact on the Group: · Annual Improvements to IFRSs (2010-2012 Cycle) - Minor amendments to various accounting standards, effective for periods beginning on or after 1 February 2015 onwards. · Amendments to IFRS 11: Accounting for Acquisitions of Interests in Joint Operations (effective date for accounting periods from 1 January 2016). · Amendments to IAS 16 and IAS 38: Clarification of Acceptable Methods of Depreciation and Amortisation (effective date for accounting periods from 1 January 2016). · Annual improvements to IFRSs 2012-2014 Cycle (effective date for accounting periods from 1 January 2016). · Amendments to IAS 1: Disclosure Initiative (effective date for accounting periods from 1 January 2016). · Amendments to IAS 27: Equity Method in Separate Financial Statements (effective date for accounting periods from 1 January 2016). · Amendments to IAS 7: Disclosure Initiative (effective date for accounting periods from 1 January 2017). · Amendments to IAS 12: Recognition of Deferred Tax Assets for Unrealised Losses (effective date for accounting periods from 1 January 2017). Not yet endorsed for use in the EU. · IFRS 9 'Financial Instruments' (effective date for accounting periods from 1 January 2018). This standard has not yet been endorsed for use in the EU. · IFRS 15 'Revenue from contracts with Customers' (effective date for accounting periods from 1 January 2018). This standard has not yet been endorsed for use in the EU. · IFRS 16: Leases (effective date for accounting periods from 1 January 2019). This standard has not yet been endorsed for use in the EU, however it is expected to have a significant impact for the Group.
The other standards not yet in effect will have no material impact on the Group or Company. | |
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| Basis of consolidation Where the Group has power, either directly or indirectly, to govern the financial and operating policies of an entity so as to have the ability to affect the amount of the investor returns, and has exposure or rights to variable returns from its involvement with the investee, it is classified as a subsidiary. The statement of financial position at 31 December 2015 incorporates the results of all subsidiaries of the Group for all years and periods, as set out in the basis of preparation.
Merger reserve On 29 October 2013 the Company became the new holding company for the Group. This was put into effect through a share-for-share exchange of one ordinary share of 10 pence in EMG plc for one ordinary share of 10 pence in Everyman Media Holdings Limited (previously Everyman Media Group Limited) ("EMHL"), the previous holding company for the Group. The value of one share in the Company was equivalent to the value of one share in EMHL.
The accounting treatment for group reorganisations is scoped out of IFRS3. Accordingly, as required under IAS8 Accounting Policies, Changes in Accounting Estimates and Errors the Group referred to the then current UK GAAP to assist its judgement in identifying a suitable accounting policy. The introduction of the new holding company was accounted for as a capital reorganisation using the merger accounting principles prescribed under then current UK GAAP. Therefore the consolidated financial statements EMG plc are presented as if EMG plc has always been the holding company for the Group. The Company was incorporated on 10 September 2013.
The use of merger accounting principles has resulted in a balance on Group capital and reserves which has been classified as a merger reserve and included in the Group's shareholders' funds.
The consolidated financial statements include the results of the Company and all its subsidiary undertakings made up to the same accounting date. | |
|
The Company recognised the value of its investment in Everyman Media Holdings Limited at fair-value based upon the initial share placing price on admission to AIM. As permitted by S612 of the Companies Act 2006 the amount attributable to share premium was transferred to the merger reserve. The investment in the Company is recorded at fair-value.
Revenue Recognition Revenue for the Group is measured at the fair value of the consideration received or receivable. The Group recognises revenue for services provided when the amount of revenue can be reliably measured and it is probable that future economic benefits will flow to the entity.
The Group's revenues from film and entertainment activities are recognised on completion of the showing of the relevant film. The Group's revenues for 'food and beverages' are recognised at the point-of-sale. The Group's other revenues, which include commissions, are recognised when all performance conditions have been satisfied.
All advanced booking fees and similar income which are received in advance of the related performance are classified as deferred revenue and shown as a liability until completion of the performance. | |
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| Retirement Benefits: Defined contribution schemes Contributions to defined contribution schemes are charged to the consolidated statement of comprehensive income in the year to which they relate. | |
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Goodwill Goodwill represents the excess of the costs of a business combination over the total acquisition date fair values of the identifiable assets, liabilities and contingent liabilities acquired. Goodwill is capitalised as an intangible asset and is tested for impairment annually. Costs incurred in a business combination are expensed as incurred with the exception that for business combinations completed prior to 1 January 2010, cost comprised the fair value of assets given, liabilities assumed and equity instruments issued, plus any direct costs of acquisition.
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| When the carrying value of goodwill exceeds its recoverable amount, the carrying value of goodwill is written down accordingly through the income statement. The carrying value of goodwill is tested at group level which is the single segment in which the Group operates. An impairment loss recognised for goodwill is not reversed. Any impairment in carrying value is charged to the consolidated statement of comprehensive income. | |
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| |
| Intangible assets | |
| Interests in property based leases acquired in a business combination are recognised at fair value at the acquisition date. Amortisation is calculated using the straight-line method to allocate the cost of property based leases across the term of the relevant leasehold interest. | |
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| |
| Property, plant and equipment Items of property, plant and equipment are initially recognised at cost. As well as the purchase price, cost includes directly attributable costs.
Depreciation on assets under construction does not commence until they are complete and available for use. These assets represent 'fit-outs'.
Depreciation is provided on all other leasehold improvements and all other items of property, plant and equipment so as to write off their carrying value over the expected useful economic lives. It is provided at the following annual rates:
Leasehold improvement - Straight line on cost over the remaining life of the lease Plant and machinery - 10% to 25% on cost on a straight-line basis Fixtures and fittings - 10% to 25% on cost on a straight-line basis
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| |
| Inventories | |
| Inventories are valued at the lower of cost and net realisable value. Cost incurred in bringing each product to its present location and condition is accounted for as follows:
Food and beverages - purchase cost on a first-in, first-out basis.
Net realisable value is the estimated selling price in the ordinary course of business. | |
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|
Loans and receivables These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They arise through rental deposits and the provision of services to customers (e.g. trade receivables), but also incorporate other types of contractual monetary asset. They are initially recognised at fair value plus transactions costs that are directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment.
Impairment provisions are recognised when there is objective evidence (such as significant financial difficulties on the part of the counterparty or default or significant delay in payment) that the Group will be unable to collect all of the amounts due under the terms receivable, the amount of such a provision being the difference between the net carrying amount and the present value of the future expected cash flows associated with the impaired receivable. | |
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| Cash and cash equivalents | |
| Cash and cash equivalents comprise cash. | |
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| Financial liabilities Non-derivative financial liabilities are recognised initially at fair value and subsequently at amortised cost.
The Group's interest-rate swap is classified as a financial liability at fair-value through profit and loss. | |
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| |
| Derivative financial instruments | |
| Derivative financial instruments within the scope of IAS 39 are classified as financial assets or liabilities at fair-value through profit and loss. Changes to fair value are made through the income statement. All derivative financial instruments are recognised initially at fair value. The subsequent measurement of derivative financial instruments is also at fair-value. Financial assets at fair value through profit and loss are carried in the statement of financial position at fair value with net changes in fair value recognised in finance costs in the income statement. | |
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| Fair Value Hierarchy All financial instruments measured at fair value must be classified into one of the levels below: · Level 1: Quoted prices, in active markets · Level 2: Level 1 quoted prices are not allowable but fair value is based on observable market data. · Level 3: Inputs that are not based on observable market data. | |
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| Share Capital Financial instruments issued by the Group are treated as equity only to the extent that they do not meet the definition of a financial liability. The Group's ordinary shares are classified as equity instruments. |
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| Leased Assets Where substantially all of the risks and rewards incidental to ownership are not transferred to the Group (an 'operating lease'), the total rentals payable under the lease are charged to the consolidated statement of comprehensive income on a straight line basis over the lease term. The aggregate benefit of lease incentives is recognised as a reduction of the rental expense over the lease term.
Finance leases, which transfer to the Group substantially all the risks and benefits incidental to ownership of the leased item, are capitalised at the inception of the lease at the fair value of the leased property or, if lower, at the present value of the minimum lease payments. Lease payments are apportioned between the finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are reflected in profit or loss. The Group does not currently hold any finance leases. | |
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| Deferred taxation Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the consolidated statement of financial position differs from its tax base, except for differences arising on: · the initial recognition of goodwill; · the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction affects neither accounting or taxable profit; and · investments in subsidiaries and jointly controlled entities where the Group is able to control the timing of the reversal of the difference and it is probable that the difference will not reverse in the foreseeable future. | |
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| Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit will be available against which the difference can be utilised. | |
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| The amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted by the reporting date and are expected to apply when the deferred tax liabilities or assets are settled or recovered. Deferred tax balances are not discounted. | |
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| Deferred tax assets and liabilities are offset when the Group has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority on either:
· the same taxable group company; or · different company entities which intend either to settle current tax assets and liabilities on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax assets and liabilities are expected to be settled or recovered. | |
|
Share-based payments | |
| Certain employees (including Directors and senior executives) of the Group receive remuneration in the form of share-based payment transactions, whereby employees render services as consideration for equity instruments ('equity-settled transactions').
The cost of equity-settled transactions with employees is measured by reference to the fair value at the date on which they are granted. The fair value is determined by using an appropriate pricing model.
The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award ('the vesting date'). The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group's best estimate of the number of equity instruments that will ultimately vest. The profit or loss charge or credit for a period represents the movement in cumulative expense recognised as at the beginning and end of that period.
No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition, which are treated as vesting irrespective of whether or not the market condition is satisfied, provided that all other performance and/or service conditions are satisfied. The dilutive effect of outstanding options is reflected as additional share dilution in the computation of earnings per share. | |
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| |
| Operating Segments The Board considers that the Group's project activity constitutes one reporting segment, as defined under IFRS 8. Operationally cinemas and restaurants are managed separately. These are reported together as one unit.
The total profit measures are operating profit and profit for the year, both disclosed on the face of the consolidated income statement. No differences exist between the basis of preparation of the performance measures used by management and the figures used in the group financial information.
All of the revenues generated relate to cinema ticket receipts, sales of foods and beverages and ancillary income, an analysis of which appears in note 5 below. All revenues are wholly generated within the UK. Accordingly there are no additional disclosures provided to the financial information. | |
Pre-opening expenses
Property rentals and other related overhead expenses incurred prior to a new site opening are expensed to the income statement in the year that they are incurred. Similarly, the costs of training new staff during the pre-opening phase are expensed as incurred. These expenses are included within administrative expenses.
Exceptional items of expense
Exceptional items of expense are administrative costs which are large or unusual in nature and are not expected to recur on a regular basis.
3 | Critical accounting estimates and judgements The Group makes certain estimates and assumptions regarding the future. The significant estimates or judgements made by the Group include the value of its leasehold properties, the value of its goodwill, the value of assets and liabilities acquired in a business combination, the market rent of property leases and any related impairment charges relating to the above.
The value of the Group's leasehold properties may vary with market conditions arising from changes in both the UK economy and specific changes to the local economies where the Group operates. Judgement is required in assessing the effect on the carrying values of related expenditure. No reasonable change in assumptions would result in an impairment of these properties. See note 16.
The value of the Group's goodwill and any related impairment charge requires judgement in respect of the expected future performance of the Group's cinemas. No reasonable change of assumptions would result in an impairment of goodwill. See note 15.
In respect of assets and liabilities acquired in a business combination the Group exercises judgement in respect of the estimated market rent of leases and the fair-value of acquired property, plant and equipment.
Estimates and judgements are continually evaluated based on historical experience and other factors, including the expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions. |
4 | Financial instruments - risk management The Board has overall responsibility for the determination of the Group's risk management objectives and policies. The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly affecting the Group's competitiveness and flexibility. The Group has a liability for an interest-rate swap (note 20). The Group has not issued or used any other financial instruments of a speculative nature and the Group no longer contracts new derivative financial instruments such as forward currency contracts, interest rate swaps or similar instruments. | |
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| |
| The Group is exposed to the following financial risks: · Credit risk · Liquidity risk · Market interest rate risk | |
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| To the extent financial instruments are not carried at fair value in the consolidated statement of financial position, book value approximates to fair value at 31 December 2015 and 31 December 2014. | |
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| |
| Trade and other receivables are measured at amortised cost. Book values and expected cash flows are reviewed by the Board and any impairment charged to the consolidated statement of comprehensive income in the relevant period. | |
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| Cash and cash equivalents are held in sterling and placed on deposit in UK banks. | |
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| Trade and other payables are measured at book value and amortised cost. | |
|
Credit risk Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Group is exposed to credit risk from credit sales. At 31 December 2015 the Group has trade receivables of £211,000 (2014: £126,000). The Group is exposed to credit risk in respect of these balances such that, if one or more of the customers' encounters financial difficulties, this could materially and adversely affect the Group's financial results. The Group attempts to mitigate credit risk by assessing the credit rating of new customers prior to entering into contracts and by entering into contracts with customers with agreed credit terms. At 31 December 2015 no customer balances were past due and none were considered impaired. The Directors are unaware of any factors affecting the recoverability of outstanding balances at 31 December 2015 and consequently no provisions have been made for bad and doubtful debts (2014 £nil).
The Company is exposed to credit risk in respect of its receivables from its subsidiary companies. The recoverability of these balances is dependent upon the performance of these subsidiaries in future periods. The performance of the Company's subsidiaries is closely monitored by the Company's board of directors. | |
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|
| Liquidity risk Liquidity risk arises from the Group's management of working capital. It is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due. The Group's policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become due. To achieve this aim, it seeks to maintain cash balances to meet its expected cash requirements as determined by regular cash flow forecasts prepared by management. | |
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| |
| Market interest rate risk | |
| Market interest rate risk arises from the Group's holding of an interest rate swap instrument contracted to fix the variable rate of interest in respect of the Group's previous interest-bearing borrowings. The Group is also exposed to market interest rate risk in respect of its cash balances held pending investment in the growth of the Group's operations. The effect of interest rate changes in the Group's interest-bearing assets and liabilities are set out in note 20. | |
|
Capital Management The Group's capital is made up of share capital, share premium, merger reserve and retained earnings totalling £31,909,000 (31 December 2014: £13,152,000). | |
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| |
| The Group's objectives when maintaining capital are: · To safeguard the entity's ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders; and · To provide an adequate return to shareholders by pricing products and services commensurately with the level of risk. | |
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| |
| The capital structure of the Group consists of shareholders equity as set out in the consolidated statement of changes in equity. All funding required to set-up new cinema sites and for working capital purposes are financed from existing cash resources where possible. Management will also consider future fund-raising or bank finance where appropriate. | |
5 | Revenue | 31 December | 31 December |
|
| 2015 Group | 2014 Group |
|
| £000 | £000 |
|
|
|
|
| Film and entertainment | 12,844 | 8,818 |
| Food and beverages | 6,486 | 4,126 |
| Other income | 986 | 1,152 |
|
| 20,316 | 14,096 |
6 | (Loss)/profit before taxation |
|
|
| (Loss)/profit before taxation is after charging: | 31 December 2015 Group | 31 December 2014 Group |
|
| £000 | £000 |
|
|
|
|
| Depreciation | 1,367 | 813 |
| Amortisation of intangible assets | 20 | - |
| Operating lease rentals | 1,378 | 1,314 |
| Share-based payment expense (note 7) | 15 | 50 |
| Employee costs (note 7) | 5,832 | 3,631 |
| Fees payable to the Company's auditor (note 9) | 96 | 139 |
7 | Employee costs including Directors | 31 December | 31 December |
|
| 2015 Group | 2014 Group |
|
| £000 | £000 |
|
|
|
|
| Wages and salaries | 5,446 | 3,363 |
| Social Security costs | 345 | 255 |
| Pension costs | 41 | 13 |
| Share-based payments | 15 | 50 |
|
| 5,847 | 3,681 |
8 | Average number of employees | 31 December | 31 December |
|
| 2015 Group | 2014 Group |
|
| Number | Number |
|
|
|
|
| Management | 65 | 41 |
| Operations | 309 | 219 |
|
| 374 | 260 |
9 | Auditors' remuneration | 31 December | 31 December |
|
| 2015 Group | 2014 Group |
|
| £000 | £000 |
| Fees payable to the Company's auditor for: |
|
|
| The audit of the Company's consolidated financial statements | 12 | 7 |
| The audit of subsidiary undertakings of the Company | 42 | 25 |
| Taxation compliance services to the Group | 22 | 22 |
| Other services | 20 | 85 |
|
| 96 | 139 |
Of the total auditors' remuneration for the year, £nil (2014: £nil) has been charged directly to equity.
10 | Exceptional items of expenditure | 31 December | 31 December |
|
| 2015 Group | 2014 Group |
|
| £000 | £000 |
|
|
|
|
| Acquisition expenses | 286 | - |
Legal and professional expenses incurred in respect of the acquisition of four Cinema sites in the year.
11 | Financial income | 31 December | 31 December |
|
| 2015 Group | 2014 Group |
|
| £000 | £000 |
|
|
|
|
| Interest receivable | 28 | 42 |
| Fair-value gains on derivative financial instruments | 46 | - |
|
| 74 | 42 |
12 | Financial expense | 31 December | 31 December |
|
| 2015 Group | 2014 Group |
|
| £000 | £000 |
|
|
|
|
| Interest on bank loans and overdrafts | 50 | 70 |
| Fair-value losses on derivative financial instruments | - | 8 |
|
| 50 | 78 |
13 | Income tax | 31 December | 31 December |
|
| 2015 Group | 2014 Group |
|
| £000 | £000 |
| Current tax expense/(credit): |
|
|
| Current tax | - | (111) |
| Deferred tax: |
|
|
| Origination and reversal of temporary differences | (178) | 182 |
| Total tax (credit)/expense | (178) | 71 |
The reasons for the difference between the actual tax charge for the year and the standard rate of corporation tax in the United Kingdom applied to (loss)/profit for the year as follows:
|
| 31 December | 31 December |
|
| 2015 Group | 2014 Group |
|
| £000 | £000 |
|
|
|
|
| (Loss)/profit before tax | (734) | 266 |
|
|
|
|
| Applied corporation tax rates: | 20.25% | 21.50% |
|
|
|
|
| Tax at the UK corporation tax rate of 20.25%/21.5% | (149) | 57 |
|
|
|
|
| Expenses not deductible for tax purposes | 160 | 26 |
| Effect of other differences | (189) | (12) |
| Total tax expense | (178) | 71 |
14 | (Loss)/earnings per share | 31 December | 31 December |
|
| 2015 Group | 2014 Group |
|
| £000 | £000 |
|
|
|
|
| (Loss)/profit used in calculating basic and diluted earnings/(loss) per Share | (556) | 195 |
|
|
|
|
| Number of shares |
|
|
| Weighted average number of shares for the purpose of basic earnings per share | 51,375,633 | 36,291,024 |
|
|
|
|
| Weighted average number of shares for the purpose of diluted earnings per share | 51,375,633 | 36,538,391 |
|
|
|
|
| Basic (loss)/earnings per share (pence per share) | (1.08) | 0.54 |
|
|
|
|
| Diluted (loss)/earnings per share (pence per share) | (1.08) | 0.53 |
Basic earnings per share amounts are calculated by dividing net (loss)/profit for the year attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year.
Where the Group has incurred a loss in a year or period the diluted earnings per share is the same as the basic earnings per share as the loss has an anti-dilutive effect. The diluted loss per share for 2015 is therefore the same as the basic loss per share for the period and the diluted weighted average number of shares is the same as the basic weighted average number of shares. The diluted weighted average number of shares is 52,250,741.
The Company has 4,853,329 potentially issuable shares (2014: 3,190,888) all of which relate to the potential dilution from the Group's 'A' shares and share-options issued to the Directors and certain employees.
15 | Intangible assets |
|
|
|
|
|
|
| Group | Group | Group |
|
|
| Goodwill | Leasehold Interests | Total |
| Intangible assets |
| £000 | £000 | £000 |
| Cost |
|
|
|
|
| At 1 January 2014 and 31 December 2014 | 4,113 | - | 4,113 | |
| Acquired in the year |
| 6,637 | 674 | 7,311 |
| At 31 December 2015 |
| 10,750 | 674 | 11,424 |
|
|
|
|
|
|
| Amortisation and impairment |
|
|
|
|
| At 1 January 2014 and 31 December 2014 | 3,331 | - | 3,331 | |
| Charge for the year |
| - | 20 | 20 |
| At 31 December 2015 |
| 3,331 | 20 | 3,351 |
|
|
|
|
|
|
| Net book value |
|
|
|
|
| At 31 December 2015 |
| 7,419 | 654 | 8,073 |
|
|
|
|
|
|
| At 31 December 2014 |
| 782 | - | 782 |
|
|
|
|
|
|
| At 31 December 2013 |
| 782 | - | 782 |
|
|
| Company | Company | Company |
|
|
| Goodwill | Leasehold Interests | Total |
| Intangible assets |
| £000 | £000 | £000 |
| Cost |
|
|
|
|
| At 1 January 2014 and 31 December 2014 | - | - | - | |
| Business acquired |
| 6,637 | 674 | 7,311 |
| Transfer of trade to subsidiary |
| (6,637) | - | (6,637) |
| At 31 December 2015 |
| - | 674 | 674 |
|
|
|
|
|
|
| Amortisation and impairment |
|
|
|
|
| At 1 January 2014 and 31 December 2014 | - | - | - | |
| Charge for the year |
| - | 20 | 20 |
| At 31 December 2015 |
| - | 20 | 20 |
|
|
|
|
|
|
| Net book value |
|
|
|
|
| At 31 December 2015 |
| - | 654 | 654 |
|
|
|
|
|
|
| At 31 December 2014 |
| - | - | - |
|
|
|
|
|
|
| At 31 December 2013 |
| - | - | - |
|
|
Value-in-use calculations are performed annually and at each reporting date. Value in use was calculated as the net present value of the projected risk-adjusted post tax cash flows plus a terminal value of the cash generating unit. A pre-tax discount rate was applied to calculate the net present value of pre-tax cash flows.
The key assumptions used in the value-in-use calculations were:
Sales and cost growth (over a 5-year period): 3%.
Discount rate (the Group's weighted average cost of capital): 9.5%.
Terminal value: 8x EBITDA.
Number of years projected: 5.
There have been no impairments indicated in the year to 31 December 2015 (2014: £nil). The projected sales growth was based upon the Group's latest forecasts at the time of review and is in line with the average growth rate for the industry within the United Kingdom. There have been no significant changes made to the key assumptions used above for reviews conducted subsequently.
All of the goodwill brought forward was allocated to certain of the Group's cinema sites in existence at 31 December 2010.
Goodwill and leasehold interests acquired in the year arose from the acquisition of four Cinema sites in the year through a business combination.
16 | Property, plant and equipment |
|
|
|
| |
|
| Group | Group | Group | Group | Group |
|
| Leasehold improvements | Plant & Machinery | Fixtures & fittings | Assets under construction | Total |
|
| £000 | £000 | £000 | £000 | £000 |
| Cost |
|
|
|
|
|
| At 1 January 2014 | 6,843 | 1,218 | 2,967 | 150 | 11,178 |
| Additions | 717 | 395 | 237 | 2,295 | 3,644 |
| At 31 December 2014 | 7,560 | 1,613 | 3,204 | 2,445 | 14,822 |
| Additions | 7,620 | 1,258 | 1,335 | 1,239 | 11,452 |
| Transfer on completion | 2,207 | - | - | (2,207) | - |
| Business acquired | - | 1,185 | 255 | - | 1,440 |
| At 31 December 2015 | 17,387 | 4,056 | 4,794 | 1,477 | 27,714 |
|
|
|
|
|
|
|
| Depreciation |
|
|
|
|
|
| At 1 January 2014 | 640 | 435 | 2,115 | - | 3,190 |
| Charge for the year | 351 | 276 | 186 | - | 813 |
| At 31 December 2014 | 991 | 711 | 2,301 | - | 4,003 |
| Charge for the year | 673 | 455 | 239 | - | 1,367 |
| At 31 December 2015 | 1,664 | 1,166 | 2,540 | - | 5,370 |
|
|
|
|
|
|
|
| Net book value |
|
|
|
|
|
| At 31 December 2015 | 15,723 | 2,890 | 2,254 | 1,477 | 22,344 |
|
|
|
|
|
|
|
| At 31 December 2014 | 6,569 | 902 | 903 | 2,445 | 10,819 |
|
|
|
|
|
|
|
| At 31 December 2013 | 6,203 | 783 | 852 | 150 | 7,988 |
Plant & machinery includes assets held under finance leases amounting to £nil (31 December 2014: £nil).
|
|
|
| Company | Company | Company |
|
|
|
| Plant & Machinery | Fixtures & fittings | Total |
|
|
|
| £000 | £000 | £000 |
| Cost |
|
|
|
|
|
| At 1 January 2014 and 31 December 2014 | - | - | - | ||
| Acquired in the year |
|
| 1,185 | 255 | 1,440 |
| Transfer to subsidiary company |
| (700) | - | (700) | |
| At 31 December 2015 |
|
| 485 | 255 | 740 |
|
|
|
|
|
|
|
| Depreciation |
|
|
|
|
|
| At 1 January 2014 and 31 December 2014 | - | - | - | ||
| Charge for the year |
|
| 4 | 2 | 6 |
| At 31 December 2015 |
|
| 4 | 2 | 6 |
|
|
|
|
|
|
|
| Net book value |
|
|
|
|
|
| At 31 December 2015 |
|
| 481 | 253 | 734 |
|
|
|
|
|
|
|
| At 31 December 2014 |
|
| - | - | - |
|
|
|
|
|
|
|
| At 31 December 2013 |
|
| - | - | - |
Plant & machinery includes assets held under finance leases amounting to £nil (31 December 2014: £nil). Immediately on acquisition £700,000 of plant and machinery acquired was transferred to Everyman Media Limited.
17 | Inventories | 31 December | 31 December |
|
| 2015 Group | 2014 Group |
|
| £000 | £000 |
|
|
|
|
| Food and beverages | 227 | 91 |
|
Food and beverages expensed in the year | 1,741 | 1,222 |
18 | Trade and other receivables | 31 December | 31 December | 31 December | 31 December |
|
| 2015 Group | 2014 Group | 2015 Company | 2014 Company |
|
| £000 | £000 | £000 | £000 |
|
|
|
|
|
|
| Trade receivables | 211 | 126 | - | - |
| Amounts due from Group undertakings | - | - | 25,866 | 6,567 |
| Other debtors | 1,857 | 1,441 | - | - |
| Prepayments and accrued income | 757 | 453 | - | - |
|
| 2,825 | 2,020 | 25,866 | 6,567 |
There were no receivables that were past due or considered to be impaired. There is no significant difference between the fair value of the other receivables and the values stated above. Other debtors include a deposits paid in respect of a long-term lease of £1,625,000 (2014: £975,000) and a short-term lease of £nil (2014: £60,000). All amounts shown under trade and other receivables, with the exception of the deposits for new leases, are due for payment within one year.
19 | Trade and other payables | 31 December | 31 December | 31 December | 31 December |
|
| 2015 Group | 2014 Group | 2015 Company | 2014 Company |
|
| £000 | £000 | £000 | £000 |
|
|
|
|
|
|
| Trade creditors | 589 | 1,721 | - | - |
| Amounts due to Group undertakings | - | - | 6,937 | 277 |
| Social security and other taxes | 320 | 345 | - | - |
| Accrued expenses | 4,001 | 862 | - | - |
| Lease incentives | 3,248 | 2,395 | - | - |
| Deferred income | 621 | 722 | - | - |
|
| 8,779 | 6,045 | 6,937 | 277 |
20 | Loans and borrowings | 31 December | 31 December |
|
| 2015 Group | 2014 Group |
| Bank borrowings | £000 | £000 |
|
|
|
|
| Current | - | 76 |
| Non-current | - | 193 |
|
| - | 269 |
In respect of income-earning financial assets the following table indicates their effective interest rates at 31 December 2015 and the periods in which they mature or, if earlier, are re-priced. Amounts shown for debt include both capital repayments and related interest calculated at year-end rates.
|
The following table demonstrates the sensitivity to a reasonably possible change in interest rates, with all other variables held constant, of the Group's profit or loss before tax through the impact on floating rate borrowings and bank deposits and cash flows.
|
| Change in rate |
| 2015 £000 |
| Change in rate |
| 2014 £000 | |
|
|
|
|
|
|
|
|
| |
Bank deposits |
|
|
| 9,173 |
|
|
| 6,163 | |
|
|
|
|
|
|
|
|
| |
|
| -0.5% |
| (46) |
| -0.5% |
| (31) | |
|
| -1.0% |
| (92) |
| -1.0% |
| (62) | |
|
|
|
|
|
|
|
|
| |
|
| +0.5% |
| 46 |
| +0.5% |
| 31 | |
|
| +1.0% |
| 92 |
| +1.0% |
| 62 | |
|
| +1.5% |
| 138 |
| +1.5% |
| 92 | |
21 | Related-party transactions |
|
|
In the year to 31 December 2015 the Group engaged services from entities related to the Directors and key management personnel of £58,192 (2014: £62,774) comprising consultancy services of £nil (2014: £4,138), office rental of £52,836 (2014: £56,892) and venue rental of £5,356 (2014: £nil). There were no other related-party transactions. The principal trading of the Group is performed through one company. There are no key management personnel other than the Directors.
Two directors, A Kaye and P Wise, were issued with 'A' ordinary shares in Everyman Media Holdings Limited (EMHL) as part of the Company's employee incentive plan. A Kaye and P Wise are each committed to pay for uncalled share capital amounting to £74,000 (2014: £74,000) in respect of the 'A' ordinary shares. An amount is included within 'other benefits' attributable to directors for notional interest calculated at a rate of 4% per annum on the amounts of uncalled share capital due to EMHL due in respect of these shares. The amounts attributable are A Kaye £3,000 and P Wise £3,000.
The Company charged an amount of £nil (2014: £29,000) to Everyman Media Limited, in respect of the share option charge incurred by the Company (note 7). The Company also charged EML £317,000 in respect of rentals of four cinema sites acquired in the year.