Everyman Media Group PLC
Registered number 08684079
Annual report and financial statements
Year ended
28 December 2023
Everyman Media Group PLC
Annual report and financial statements
Contents
Company information
Chairman's statement
Chief Executive’s statement
Strategic report
Climate-Related Financial Disclosures
Finance Director’s statement
Companies Act Section 172 statement
Corporate governance
Audit Committee report
Remuneration Committee report
Directors' report
Statement of Directors' responsibilities in respect of the annual report and financial statements
Independent auditor’s report to the members of Everyman Media Group PLC
Consolidated statement of profit and loss and other comprehensive income
Consolidated balance sheet
Consolidated statement of changes in equity
Consolidated cash flow statement
Notes to the financial statements
Company balance sheet
Company statement of changes in equity
Notes to the Parent company financial statements
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2
Function
Executive Director
Chief Executive Officer
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Chairman
Non-Executive Director
Finance Director
Everyman Media Group PLC
Annual report and financial statements
Company information
Directors
Adam Kaye
Alexander Scrimgeour
Charles Dorfman
Maggie Todd
Michael Rosehill FCA
Philip Jacobson FCA
Ruby McGregor-Smith FCA
William Worsdell ACA
Company secretary
One Advisory Limited
Registered office address of the Company
Studio 4
2 Downshire Hill
London
NW3 1NR
Company registration number
08684079 (registered in England & Wales)
Nominated adviser and broker
Canaccord Genuity Limited
88 Wood Street
London
EC2V 7QR
Auditor to the Company
BDO LLP
Level 12
R+, 2 Blagrave Street
Reading
RG1 1AZ
Solicitor to the Company
Howard Kennedy
No. 1 London Bridge
London
SE1 9BG
Registrar to the Company
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol
BS13 8AE
3
Everyman Media Group PLC
Annual report and financial statements
Chairman’s statement
I am pleased to report that 2023 was another year of progress for the business. The Group delivered double digit growth in both revenue
and EBITDA, despite the backdrop of a difficult consumer environment. Our results for the year demonstrate that the Everyman offer is the
most relevant form of cinema, and that we are the market leader in what we do.
Review of the Business
The Group saw progress in all key performance indicators when compared to 2022. Admissions increased by 9.7%, and we delivered
improvements in Paid for Average Ticket Price and Food & Beverage Spend per Head. The 10.2% increase in the latter is an exceptional
result, demonstrating the effect of ongoing focus and investment into our offer.
We opened four new venues during the year, in Salisbury, Marlow, Northallerton and Plymouth, each of which showcase the exceptional
quality and distinctive look and feel that has become synonymous with Everyman. In addition, we acquired the Tivoli cinemas in Bath and
Cheltenham in December 2023. These are two exciting venues in highly desirable locations for the Group and, during 2024, we will refurbish
both to bring them in line with the high standards of the wider estate. At the end of the year, the Group had 44 venues and 152 screens.
As ever, I extend my thanks to the Everyman teams in both venues and Head Office, who have shown outstanding commitment to delivering
exceptional standards of hospitality. This is what sets Everyman apart, encourages guests to return to us, and allows us to demonstrate
ongoing progress.
Outlook
We look to the future with confidence. Despite the impact of the SAG-AFTRA and WGA strikes in 2023, we anticipate a continuously
improving film slate in 2024 and beyond. This year, we will proceed with our expansion plans at a measured pace, with three new openings
planned, mindful of reducing net banking debt and leverage. Beyond this, our focus remains to do, what we do best, and to deliver high-
quality hospitality to our guests through our venues, people, food and beverage and – of course - film.
Philip Jacobson
Non-Executive Chairman
15 April 2024
4
Everyman Media Group PLC
Annual report and financial statements
Chief Executive’s Statement
Business Model and Growth Strategy
The Everyman brand is positioned at the premium end of the UK leisure market. The Group’s proposition is based on high quality and unique
venues in town centre locations, and has a greater number of revenue-generating activities than the traditional cinema or multiplex model.
Everyman has a core focus on exceptional hospitality, which it delivers through its venues, food and beverage, people and film.
The Directors believe that the opportunities to develop new Everyman venues both across the UK are significant. As a result, the Group’s
expansion strategy is as follows:
•
•
•
•
Expanding our geographical footprint by opening venues to reach new audiences, including an ongoing assessment of the market
for acquisition opportunities
Continually evolving the quality of experience and our film programming
Expanding our food and beverage offer through increased choice and innovation
Engaging in effective, revenue-generating marketing activity
Financial Overview
Everyman has delivered robust, double-digit growth in both revenue and EBITDA against a challenging economic backdrop, delays to new
openings and both writers' and actors' strikes. Further operational progress has been made with improvements in all key metrics. We are
pleased to report a 15.3% increase in Revenue to £90.9m (2022: £78.8m), and an 11.7% increase in Adjusted EBITDA, to £16.2m (2022:
£14.5m). In addition, Paid for Average Ticket Price increased, and the upward trajectory of Spend per Head continued, resulting in total spend
per customer increasing by £1.34 when compared to the previous year.
We continued our programme of measured expansion, organically opening four new venues and acquiring the two Tivoli venues in Bath
and Cheltenham. As such, the cash flow statement for the year includes £18.6m on the acquisition of Property, Plant & Equipment (2022:
£18.9m). This amount also includes work in progress on our 45th venue, in Bury St Edmunds, which opened in February 2024.
The Group has been able to finance the majority of its expansion through £17.9m of operating cash flow (2022: £11.8m). In addition, the
Group raised £6.5m (2022: £Nil) through the sale and leaseback of its freehold venues in Crystal Palace and Salisbury, and received lease
incentives of £4.1m (2022: £5.0m) in the form of contributions to venue fit out costs.. The latter illustrates landlords’ ongoing desire to work
with us, and the appeal of having Everyman as a leisure tenant.
Net banking debt at the end of the period was £19.4m (2022: £18.3m). Despite the small increase, the Group was pleased to have opened
six new venues whilst reducing leverage. With capital expenditure on these new openings excluded, the Group would have generated
significant free cash flow.
The Directors remain of the view that the property deal landscape is highly favourable, with the majority of transactions attracting
significant landlord contributions. However, there is a balance to be found between continuing expansion and making the most of
attractive market conditions, and maintaining sensible levels of net banking debt. In light of this, the Group now expects to open three
venues in 2024 and three or four venues in 2025, with the fully-built venue in Durham currently expected to open in Q1 2025. The Directors
expect this to have a deleveraging effect, with a higher proportion of expansion financed through operating cash flow. Strategic
acquisitions, such as the Tivoli venues in Bath and Cheltenham acquired in December 2023, will continue to be judged on their merit.
The Directors consider that the Group balance sheet remains robust, with sufficient working capital to service ongoing requirements and to
support our growth going forward.
The Group’s financial performance is given in detail in the Finance Director’s statement later in this report.
5
Everyman Media Group PLC
Annual report and financial statements
Chief Executive’s Statement (cont.)
KPIs
The Group uses the following key performance indicators, in addition to total revenues, to monitor the progress of the Group’s activities:
Admissions
Paid for average ticket price*
Food and beverage spend per head**
Year ended
28 December
2023
(52 weeks)
Year ended
29 December
2022
(52 weeks)
3,749,120
3,418,599
£11.65
£10.29
£11.29
£9.34
*Paid for average ticket price has been adjusted to remove the impact of the Temporarily Reduced Rate of VAT in the first quarter of 2022
in order to provide a like-for-like comparison.
**Food and beverage spend per head has been adjusted to remove the impact of the Temporarily Reduced Rate of VAT in the first quarter
of 2022 in order to provide a like-for-like comparison, and includes income from Deliveroo.
New Venues
During 2023 the Group opened six new venues. Four were organic openings – a two-screen venue in Marlow, a three-screen venue in
Plymouth and four-screen venues in Salisbury and Northallerton.
On 14th December 2023 the Group acquired the two Tivoli cinemas from the Empire Cinemas administration process - a four-screen venue
in Bath and a five-screen venue in Cheltenham. These are two premium venues in desirable locations and will be highly complementary to
the Everyman estate. During 2024 we will refurbish both cinemas to bring them in line with the high standards commensurate with our
existing venues.
Trading across new openings has been encouraging. Management is confident that they will create significant value moving forward, with
new venues typically taking four years to reach full maturity.
Post year end, in February 2024, we opened a new three-screen venue in Bury St Edmunds. Two further venues in Cambridge and Stratford
(London) are expected to open later in the year. In 2025, the Group plans to open venues at The Whiteley (Bayswater), Brentford Lock and
Lichfield. Other venues are in advanced stages of negotiation; however, the Board remains mindful of measured expansion funded through
free cash flow.
Our fully fitted out venue in Durham is ready to open, pending practical completion of the wider Milburngate scheme. Our current
expectation is that the venue will open in the final quarter of 2024 or first quarter of 2025.
At the end of the year, the Group operated 44 venues with 152 screens:
Location
Altrincham
Bath
Birmingham
Bristol
Cardiff
Chelmsford
Cheltenham
Clitheroe
Edinburgh
Egham
Esher
Gerrards Cross
Glasgow
Harrogate
Number of Screens
4
4
3
4
5
6
5
4
5
4
4
3
3
5
Number of Seats
247
229
328
476
253
411
369
255
407
275
336
257
201
410
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Everyman Media Group PLC
Annual report and financial statements
Horsham
Leeds
Lincoln
Liverpool
London, 13 venues
Manchester
Marlow
Newcastle
Northallerton
Oxted
Plymouth
Reigate
Salisbury
Stratford-Upon-Avon
Walton-On-Thames
Winchester
Wokingham
York
The Market
3
5
4
4
37
3
2
4
4
3
3
2
4
4
2
2
3
4
152
239
611
291
288
3,136
247
161
215
274
212
190
170
311
384
158
236
289
329
12,195
The film slate for 2023 emphasised our confidence in the enduring strength of demand for high-quality, original content. With performance
weighted towards the second half of the year, the most compelling examples were the remarkable performances of Barbie and Oppenheimer
during July and August. The week following the release of these two titles was a record week of admissions for Everyman. The intimate
atmosphere of our venues complemented the vibrant energy of Barbie, with audiences arriving in fancy dress to savour themed cocktails
and our enticing food and beverage offer.
Barbie and Oppenheimer are, however, not an exception: in fact, at the UK Box Office, five of the top fifteen highest grossing films of all
time have been post pandemic (Barbie, No Time to Die, Spiderman: No Way Home, Top Gun: Maverick and Avatar: The Way of Water),
which emphasises our belief that consumer demand for high-quality, original content remains undiminished.
The Group was pleased that market share for the year was 4.8%, up from 4.5% in 2022. Positive momentum in market share has
continued into the new year.
The Writers’ Guild of America (WGA) and Screen Actors’ Guild – American Federation of Television and Radio Artists (SAG-AFTRA) strikes
began in May 2023 and ultimately concluded in November 2023. We did see some impact to the film slate as a result, the most notable
change being the release of Dune: Part II moving from November 2023 to March 2024. We continue to have confidence in the continuously
improving film slate during 2024; titles to look forward to include Wicked, Despicable Me 4, Paddington in Peru, Joker: Folie à Deux, Inside
Out 2, Mufasa: The Lion King, Dune: Part II and an untitled Gladiator sequel. The year ahead should continue an upward growth trajectory,
and we expect a full film slate by the end of the year.
Key Business Developments
Our new, best-in-class website launched in February 2023. The website features new functionality for customers, including an improved
Quick Book widget, and more flexibility for members, including self-service ticket cancellation. It has also given us greater visibility of the
booking flow and the potential for more targeted advertising based on customer profiles and web behaviours. Average monthly visitors since
the website launched have been c. 970,000, a 21% uplift on the comparative period in 2022. In addition, a new iOS and Android app is
currently in development and is set to launch in 2024.
Our Food and Beverage offer goes from strength to strength. We continued our focus on speed of service, completing our digital ordering
system roll out in February 2023. Menu development during the year included a new Raclette Burger and Prosciutto & Rocket Pizza, new
sharing dishes such as Truffle & Porcini Arancini, and new vegan items such as Corn “Ribs” and a Vegan Pizza. New cocktails included
Strawberry Daiquiri, Passionfruit Martini, Mezcal Paloma and SoCo Sour, and we also had successful menu brand partnerships with paid
listings from Menabrea and Sipsmith, amongst others. In addition, we evolved our menu architecture in the fourth quarter of the year to
further encourage sales of higher-value items. Our Food and Beverage offer is a strategically important part of our business and one in which
we continue to invest time and resource. Further innovation is expected to continue to drive spend per head moving forward.
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Everyman Media Group PLC
Annual report and financial statements
Chief Executive’s Statement (cont.)
During the year we launched a new partnership with American Express, who hosted nationwide previews of Wes Anderson’s Asteroid City,
Past Lives and A Haunting in Venice, as well as additional events at the Everyman Secret Garden pop-up cinema at The Grove Hotel from
July to September. Our signature partnerships with Jaguar and Green & Black’s went from strength to strength, with Jaguar sponsoring an
immersive event for Babylon at our Crystal Palace venue in January and continuing their support for the Screen on the Canal at King’s Cross
during the summer months. Our relationship with AppleTV+ continued to grow, with screenings of The Reluctant Traveller, Prehistoric Planet,
Sharper and Tetris.
Renewed Banking Facilities
In August we secured a new three-year £35m Revolving Credit Facility with Barclays Bank Plc and National Westminster Bank Plc, extendable
for up to two years subject to lender consent, and replacing the previous £25m Revolving Credit Facility and £15m Coronavirus Large Business
Interruption Loan Scheme ("CLBILS") held with Barclays Bank Plc and Santander UK Plc. The new facility ensures that the Group is soundly
financially structured and well-positioned to take advantage of opportunities moving forwards. There was strong appetite from multiple
lenders to work with Everyman, and the covenants and commercial terms agreed were materially similar to the previous agreement.
People
We recognise the commitment our people have shown to Everyman, our guests and to each other. Our teams’ passion remains key to
delivering our signature brand of hospitality across all our venues, both existing and new.
We have invested in training programmes, and in our digital training and engagement platforms, in support of our commitment to internal
development. We are delighted to see so many people progressing their careers with Everyman.
During the year we opened four and acquired two new venues, and our existing teams supported our newest managers to deliver hospitality
the Everyman way. We would particularly like to welcome the teams at the two Tivoli venues as they integrate into Everyman.
Outlook
Our results demonstrate that appetite for film is as strong as ever, and that the Everyman model has become the most relevant form of
cinema. Guests are returning to our venues in greater numbers and spending more with us than they have in previous years.
We were pleased to have financed the majority of 2023 openings through Operating Cash Flow and to reduce leverage whilst growing our
estate further. Our new banking facilities, signed in August, ensure that we are soundly financially structured and well-positioned to take
advantage of opportunities moving forwards.
We continue to take a measured approach to organic expansion. The deal landscape remains favourable and landlords are as keen as ever
to work with Everyman, with several further exciting opportunities in the pipeline. We look forward to 2024 with increasing optimism.
Alex Scrimgeour
CEO
15 April 2024
8
Everyman Media Group PLC
Annual report and financial statements
Strategic Report
The Directors present their strategic report for the Group for the year ended 28 December 2023 (comparative period: 52 weeks 29
December 2022).
Review of the business
The Group made a loss after tax of £2,696,000 (2022: £3,504,000). Non-GAAP adjusted EBITDA was £16.2m (2022: £14.5m).
The Finance Director’s Statement contains a detailed financial review. Further details are also shown in the Chief Executive’s Statement
and consolidated statement of profit and loss and other comprehensive income, together with the notes to the financial statements.
Principal risks and uncertainties
The Board considers risk assessment to be important in achieving its strategic objectives. There is a process of evaluation of performance
targets through regular reviews by senior management to forecasts. Project milestones and timelines are reviewed regularly.
1
Film release schedule - The level of the Group’s box office revenues fluctuates throughout the course of any given year and are
largely dependent on the timing of film releases, over which the Group has no control. Whilst the film slate continued to recover from
the pandemic during 2023, the Group saw some disruption from the SAG-AFTRA and WGA strikes. The Group expects to see the film
slate continuously improve during 2024. The Group mitigates this through high-quality programming, widening the sources for new
content and focusing on creating a great overall experience at venues independent from the films themselves.
2 Consumer environment – A reduction in consumer spending because of broader economic factors could impact the Group’s
revenues. During 2023, inflation and interest rates have continued to increase due to geopolitical events. Historically, the cinema
industry has been resilient to difficult macroeconomic conditions, with it remaining an affordable treat during such times for most
consumers. Whilst the Board considers that the impact has been minimal in 2023, the Group continues to monitor long term trends
and the broader leisure market.
3
4
Alternative media channels - The proliferation of alternative media channels, including streaming, has introduced new competitive
forces for the film-going audience, which was accelerated by the pandemic. To date this has proven to be a virtuous relationship,
both increasing the investment in film production and further fuelling an overall interest in film with customers of all ages. The Board
considers that the Everyman business model works well alongside other film channels. It remains an ever-present caution that to
maintain this position we must continue to deliver an exceptional experience in order to deliver real added value for our customers
who choose to see a film at our venues.
Inflation – There is a risk to the cost base from inflation, given the current economic and geopolitical situation. To mitigate this, the
Group enters into long-term contracts and works very closely with suppliers to improve efficiencies and limit costs. In addition, and
thanks to its size, the Group can take advantage of lower price points for higher volumes, and payroll costs are closely monitored and
managed to the level of admissions. The Group entered into a new fixed-rate energy agreement in November 2023 for a period of one
year, to allow the utilities market to settle further, and will seek a longer-term agreement during 2024. We remain cautious when
passing on price increases to our customer base.
5 Climate change – The Group’s business could suffer because of extreme or unseasonal weather conditions. Cinema admissions are
affected by periods of abnormal, severe, or unseasonal weather conditions, such as exceptionally hot weather or heavy snowfall.
Climate change is also high on the agenda for investors and increasingly institutional investors are looking closely at the actions
being taken by business to reduce carbon emissions. The Group is working towards developing a net zero carbon emissions strategy
to mitigate this risk. The Group is compliant with climate-related financial disclosure requirements under the Companies (Strategic
Report) (Climate-Related Financial Disclosure) Regulations 2022 (“CRFD”), which are aligned to the Taskforce on Climate-Related
Financial Disclosures framework (“TCFD”).
6 Data and cyber security – The possibility of data breaches and system attacks would have a material impact on the business
through potentially exposing the business to a reduction in service availability for customers, potentially significant levels of fines,
and reputational damage. To mitigate this risk the IT infrastructure is upgraded to ensure the latest security patches are in place and
that ongoing security processes are regularly updated. This is supported by regular pen testing and back-ups.
7
8
Film piracy - Film piracy, aided by technological advances, continues to be a real threat to the cinema industry generally. Any theft
within our venues may result in distributors withholding content to the business. Everyman’s typically smaller, more intimate
auditoria, with much higher occupancy levels than the industry average, make our venues less appealing to film thieves. As we see
the numbers returning to cinema coming close to pre-pandemic levels, we see this risk reducing to a pre-pandemic level.
Reputation - The strong positive reputation of the Everyman brand is a key benefit, helping to ensure the successful future
performance and growth which also serves to mitigate many of the risks identified above. The Group focuses on customer experience
and monitors feedback from many different sources. A culture of partnership and respect for customers and our suppliers is fostered
within the business at all levels. Since re-opening we have seen our market share increase and received positive customer feedback.
9
Everyman Media Group PLC
Annual report and financial statements
Strategic Report (cont.)
Financial risks
The Group has direct exposure to interest rate movements in relation to interest charges on bank borrowings, with a 1% increase in rates
resulting in an increase in interest charges of £0.3m on current forecast borrowings over the next twelve months. The Board manages this
risk by minimising bank borrowings and reviewing forecast borrowing positions.
The Group takes out suitable insurance against property and operational risks where considered material to the anticipated revenue of the
Group.
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Everyman Media Group PLC
Annual report and financial statements
Climate-Related Financial Disclosures
2023 is the first time that the Group reports under the Companies (Strategic Report) (Climate-Related Financial Disclosure) Regulations 2022,
which are aligned with the Taskforce on Climate-Related Financial Disclosures (TCFD). As part of this, the Group has considered its
obligations under the four pillars of the TCFD and re-assessed our governance and processes accordingly.
The four pillars of the TCFD are Governance, Risk Management, Strategy and Metrics and Targets.
Governance
Disclosure Requirement
2023
Going Forward
Describe the Board’s oversight of
climate-related risks and
opportunities
Describe management’s role in
assessing and managing climate-
related risks and opportunities
The Group has established a
Sustainability Committee which meets
on a bi-monthly basis. The Sustainability
Committee includes an Executive
Director, ensuring that all relevant
matters are reported to and considered
by the Board.
The Sustainability Committee ensures
that climate-related risks and
opportunities are identified and managed
through ongoing monitoring, scenario
analysis, stakeholder engagement, and
regular assessments of our operations
and supply chain.
As per above, the Group has established
a Sustainability Committee, which
includes representatives from
management teams across the business.
The Board meets on a monthly basis. The Board
considers climate change as a principal risk, and
recognises that cinema admissions are impacted
by periods of abnormal, severe, or unseasonal
weather conditions, such as exceptionally hot
weather or heavy snowfall, and that the topic is
also high on the agenda for investors and other
stakeholders.
The Group is working towards developing a net
zero carbon emissions strategy, and the Board are
updated regularly on progress towards this goal.
Finance and Operations senior management
currently hold weekly trading meetings, during
which they analyse key financial and non-financial
KPIs. These meetings routinely assess the
influence of weather and climate conditions on
trading activities.
Assessment of flood risk is carried out by the
Property team and externally-appointed property
consultants when assessing new venue
opportunities.
Risk Management
Disclosure Requirement
2023
Going Forward
Describe the organisation’s
processes for identifying and
assessing climate-related risks
Describe the organisation’s
processes for managing climate-
related risks
The Group currently works with externally-
appointed sustainability consultants, CCC Energy
Ltd, to identify, assess and manage climate-
related risks and opportunities.
Risks and opportunities are identified at Group
level.
As per above, the Group has established
a Sustainability Committee, which meets
on a bi-monthly basis and includes
representatives from management teams
across the business and an Executive
Director. This ensures that identified
risks and opportunities are effectively
communicated to the Board.
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Everyman Media Group PLC
Annual report and financial statements
The Sustainability Committee will
continue to work with our externally-
appointed sustainability advisors on
climate-related matters.
Describe how processes for
identifying, assessing and
managing climate-related risks are
integrated into the organisation’s
overall risk management
The Board considers Climate Change to be a
principal risk, in line with the Principal Risks and
Uncertainties detailed earlier in the Strategic
Report.
The Sustainability Committee includes an
Executive Director, who will report
identified risks and opportunities to the
Board on a bi-monthly basis.
As a result, Climate Change is considered in key
strategic decisions, where relevant.
Strategy
Disclosure Requirement
Describe the climate-related risks
and opportunities the organization
has identified over the short,
medium and long term
The Group defines Risks and Opportunities over the following time frames:
Short-term (S): within 2 years
•
• Medium-term (M): 2 to 10 years
Long-term (L): 10 years +
•
Opportunities
Reputational (S,M,L)
With an ever-growing climate-conscious customer base, improving the Group’s climate-related
credentials could enhance the reputation of the business and improve performance.
Risks
Weather (S,M,L)
Trading patterns may vary based on weather conditions; however, the diversity of Everyman’s
estate assists in the mitigation of this risk. Additionally, extreme cold, snow, or rainy conditions
may impede suppliers, guests, and staff from accessing certain locations.
Flooding (S,M,L)
Flooding was identified as a potential risk from extreme weather conditions. All sites were
researched to assess the current flood risk level based on location from environment government
data available.
All 47 locations were reviewed (including the Group’s Head Office, the completed venue in
Durham and the new venue in Bury St Edmunds opened post-period end). The information came
from the gov.uk check for long-term flood risk. The risks are recorded as Very Low, Low, Medium
and High Risk. A flood risk plan for all sites is prepared with emphasis on the sites with a
medium to high-risk potential.
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Everyman Media Group PLC
Annual report and financial statements
Supply Chain (S,M,L)
Flooding, extreme heat, or drought can pose challenges within the supply chain. Contingency
plans are in position for essential product lines, although acquiring them from secondary
suppliers may incur higher cost.
Compliance (M,L)
Increased cost to comply with new government regulation to meet climate targets, such as
packaging tax and carbon taxes. In the case of non-compliance, there could be financial
penalties and reputational damage.
The Group’s strategy is to support long-term business growth whilst minimising its impact on the
environment and operating in an ethical and responsible way.
The Board considers Climate Change to be a principal risk and therefore takes it into
consideration when making key business and strategic decisions, where relevant. As detailed
above, specific consideration is given to current and potential future flood risk in new venue
evaluation.
All identified risks with potential cost implication, as per the section above, are considered in
the Group’s financial planning, with sensitivity scenarios prepared, where considered relevant.
Describe the impact of climate-
related risks and opportunities on
the organisation’s business,
strategy and financial planning
Describe the resilience of the
organisation’s strategy, taking into
consideration different climate-
related scenarios, including a 2° or
lower scenario
The environmental risks considered included a 2° increase in global temperature. This scenario
has the potential to affect extreme weather conditions including heatwaves, droughts, floods
and wildfires. In addition, the health impact from air pollution and heat stress increases demand
on cooling, which may have a knock-on impact on energy prices.
The Board have considered the above scenario and do not consider the business to be
significantly impacted, given that it is not in a high risk sector.
Metrics and Targets
Disclosure Requirement
Disclose the metrics used by the
organization to assess climate-
related risks and opportunities in
line with its strategy and risk
management process
The Group considers the following metrics to assess climate-related Risks and Opportunities:
•
Re-cycling rate:
o % of total waste recycled. This is measured and monitored through our
partnership with First Mile.
o % of food waste recycled. This is measured and monitored through our
partnership with First Mile.
•
•
Business mileage. This is measured and monitored through SAP Concur for personal car
mileage, and through our partnership with TravelPerk for all other forms of business
mileage.
Direct CO2 emissions (Gas / Electricity). This is measured and monitored through
collaboration with a third party, CCC Energy.
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Everyman Media Group PLC
Annual report and financial statements
Disclose Scope 1, Scope 2 and, if
appropriate, Scope 2 greenhouse
gas (“GHG”) emissions and the
related risks
Please refer to the Streamlined Energy and Carbon Reporting (“SECR”) statement in the
Directors’ Report.
Describe the targets used by the
organization to manage climate-
relates risks and opportunities and
performance against targets
During the year the Group has invested establishing base line metrics for climate-related KPIs,
through partnerships with First Mile, TravelPerk and CCC Energy, as described above.
In 2024, the Sustainability Committee will set targets for re-cycling rates, business mileage and
direct CO2 emissions as part of the journey to achieving net zero.
14
Everyman Media Group PLC
Annual report and financial statements
Finance Director’s Statement
Summary
•
•
•
•
•
•
Group revenue of £90.9m (2022: £78.8m)
Gross profit of £58.1m (2022: £50.5m)
Non-GAAP adjusted EBITDA of £16.2m (2022: £14.5m)
Operating loss of £0.1m (2022: £0.4m profit)
Operating profit excluding impairment charges of £0.7m (2022: £0.4m)
Net banking debt £19.4m (2022: £18.3m), with significant headroom in facilities
Revenue and Operating Profit
Admissions for the 52 weeks ending 28 December 2023 totalled 3.75m, an increase of 9.7% on the prior year (2022: 3.4m). 2023 is the first
year in recent memory where the comparative period was not impacted by government-imposed closures, with all venues trading through
both periods fully, aside from any temporary closures for refurbishments.
The uplift in admissions was driven both by four organic new openings during the year (Marlow, Salisbury, Northallerton and Plymouth) as
well as a high-quality film slate, with performance weighted towards the second half the year. In particular, the remarkable and well-
publicised performance of Barbie and Oppenheimer during July and August saw the Group achieve its highest ever week of admissions,
surpassing the previous record by a factor of 50%. At the UK Box Office, five of the top fifteen highest-grossing films of all time have now
been released post-pandemic, which emphasises our belief that consumer demand for high-quality, original content remains strong and
undiminished.
Paid-for Average Ticket Price was £11.65, a 3.2% increase vs. the prior year (2022: £11.29) and Food & Beverage Spend per Head was
£10.29, a 10.2% increase vs. the prior year (2022: £9.34). Both of these metrics have been adjusted to remove the benefit from the
Temporarily Reduced Rate of VAT in the first quarter of 2022. In recognition of the challenging macroenvironment, the Group has remained
conservative when passing on price increases to guests, and is therefore pleased to see such positive growth in these two metrics.
As a result of the above, revenue for the period was £90.9m, a 15.4% increase on the prior year (2022: £78.8m).
The Group is pleased to report that Gross Margin remained consistent with 2022 at 64.0%, despite the inflationary headwinds faced during
the year. This was substantially due to continued strong cost control by our Film and Procurement teams.
Other operating income was £0.6m (2022: £0.6m) and related entirely to landlord compensation. 2023 was the first year post-pandemic in
which the Group received no Coronavirus-related grants or payments, with 2022 including a £0.2m payment pertaining to the Omicron
Hospitality and Leisure Grant.
Administrative Expenses for the period were £58.8m (2022: £50.7m). This was driven in the main by increased admissions and trading
activity, as well as the impact of new venue openings and associated fixed asset depreciation. Beyond this, the Group’s people costs are
inherently linked the National Living Wage, which increased by 9.7% in April 2023.
Additionally, the Group’s fixed-rate Utilities contracts came to an end in October 2023. Whilst increases were below management
expectations, the Group has entered into a new one-year fixed rate agreement to allow the Utilities market to settle further, and will seek
a longer-term agreement during 2024. Other than this, and despite the continued macroeconomic environment, the Directors believe that
the impact to the cost base from inflation has been minimal.
The Board carried out an impairment review at the year end, based on a judgement of future cash flows from venues considered to have
indicators of impairment. As a result of this, Administrative Expenses includes a charge of £0.7m (2022: £Nil) relating to the impairment of
our venue in Leeds. This is based on the Board’s assessment that, at the Balance Sheet date, the present value of future cash flows was
less than the carrying amount of the Right-of-Use Asset and Property, Plant and Equipment. The Board anticipates that the UK Box Office
will continue to improve during 2024 and 2025 and will closely monitor the impact of this on any venues with carried forward impairment to
Right-of-Use Assets and Property, Plant and Equipment, in the event that any charges previously incurred can be reversed.
Financial Expenses
Financial expenses were £5.4m (2022: £3.9m) and relate mainly to interest charges on the Group’s banking facilities and on lease liabilities
under IFRS 16. This increase relates mainly to an increased draw down on the Group’s Revolving Credit Facility as well as increases to
underlying interest rates, as well as the IFRS 16 impact of new leases entered into during the year.
15
Everyman Media Group PLC
Annual report and financial statements
Finance Director’s Statement (cont.)
Taxation
The Group’s loss for the year includes a £2.8m credit relating to the recognition of a Deferred Tax Asset. The Group has consulted the FRC’s
thematic review of Deferred Tax Assets published in September 2022 and concluded that an asset should be recognised on the basis of a
sufficient level of probable future taxable profits.
The Group has taken the decision to recognise the Deferred Tax Asset in 2023 due to increased certainty over future trading performance
as we emerge further from the pandemic, and following the conclusion of the WGA and SAG-AFTRA strikes, which no longer pose the threat
of long-term disruption to the film slate.
Non-GAAP adjusted EBITDA
In addition to performance measures directly observable in the financial statements, the following additional performance measures are
used internally by management to assess performance:
•
•
•
•
Non-GAAP Adjusted EBITDA
Admissions
Paid-for Average Ticket Price
Food & Beverage Spend per Head
Management believes that these measures provide useful information to evaluate performance of the business as well as individual venues,
to analyse trends in cash-based operating expenses, and to establish operational goals and allocate resources.
Non-GAAP adjusted EBITDA was £16.2m, compared with £14.5m in 2022. It is worth nothing that the prior year figure includes a £0.9m
benefit from the Temporary Reduced Rate of VAT.
Non-GAAP adjusted EBITDA is defined as earnings before interest, taxes, depreciation, amortisation, profit or loss on disposal of Property,
Plant & Equipment, impairment, share based payments, pre-opening expenses and exceptional costs.
The reconciliation between operating (loss) / profit and non-GAAP adjusted EBITDA is shown at the end of the consolidated statement of
profit and loss.
Cash Flows
The Directors believe that the Group balance sheet remains well capitalised, with sufficient working capital to service ongoing requirements.
Net cash generated in operating activities was £17.9m (2022: £11.8m) with a net cash inflow for the year of £2.9m (2022: £0.5m outflow).
Cash flow used in investing activities was £14.2m (2022: £19.9m). This related mainly to payments for new venues in Marlow, Salisbury,
Northallerton and Plymouth, as well as the acquisition of the two Tivoli venues in Bath and Cheltenham from the Empire Cinemas Limited
administration process in December 2023. The amount also includes £6.5m from the sale and leaseback of our two freehold venues in Crystal
Palace and Salisbury (2022: £Nil).
The Group financed the majority of its expansion from operating cash flow. The remainder was financed via £4.1m landlord contributions
(2022: £5.0m) and a £4m draw on the Group’s Revolving Credit Facility (2022: £9.5m).
The Group ended the year with cash and cash equivalents of £6.6m (2022: £3.7m) and net banking debt of £19.4m (2022: £18.3m). Whilst
net banking debt is marginally higher than the prior year, the Group has invested in a total of six new venues (four organically and two
through acquisition) whilst reducing leverage.
Pre-opening costs
Pre-opening costs, which have been expensed within administrative expenses, were £0.9m (2022: £0.2m). These costs include expenses
which are necessarily incurred in the period prior to a new venue being opened but which are specific to the opening of that venue.
Exceptional costs
The Group incurred exceptional costs of £0.5m during the year (2022: £0.2m), which related both to transactional expenses pertaining to the
two Tivoli venues, as well as one-off reorganisational costs relating to certain Head Office teams.
16
Everyman Media Group PLC
Annual report and financial statements
Finance Director’s Statement (cont.)
Banking
On 17th August 2023, the Group agreed a new three year loan facility of £35m with Barclays Bank Plc and National Westminster Bank Plc,
extendable by a further two years subject to lender consent. The facility ensures that the Group is soundly financially structured and well
positioned to take advantage of opportunities moving forwards. The facility also includes an additional £5m accordion element, again subject
to lender consent.
The new facility replaced the previous £25m Revolving Credit Facility and £15m Coronavirus Large Business Interruption Loan Scheme
("CLBILS") held with Barclays Bank Plc and Santander UK Plc.
The covenants on the new facility are based on Adjusted Leverage and Fixed Charge Cover, as per the previous facility. The Group’s current
forecasts demonstrate that the Group will remain within these covenants for the foreseeable future.
At the end of the year the Group had drawn down £26m (2022: £22m) of the available funds under the new facility, and therefore £9m of
the £35m facility was undrawn (2022: £18m of the £40m facility).
Acquisitions
On 14 December 2023 the Group acquired the trade and assets of the two Tivoli cinemas in Bath and Cheltenham from T4051 Limited, a
subsidiary of Empire Cinemas Limited. The principal reason for this acquisition was to secure two additional cinemas in desired regional
areas.
Details of this acquisition are set out in Note 17 of the financial statements.
Annual General Meeting
The Annual General Meeting of the Company will be held on 13 June 2024 at 9:30am at Everyman Cinema Hampstead, 5 Holly Bush Vale,
London NW3 6TX.
17
Everyman Media Group PLC
Annual report and financial statements
Companies Act Section 172 Statement
Our Board of Directors are bound by their duties under the Companies Act 2006 (the “Act”) to promote the success of the company for the
benefit of our members as a whole taking into account the factors listed in section 172 of the Act. In doing so, however, they must have
regard for the interests of all of our stakeholders, to ensure the long-term sustainability of the Company. The Board is therefore responsible
for ensuring that it fulfils its obligations to those impacted by our business, in its stakeholder consideration and engagement.
The ongoing sustainable success of Everyman is dependent on its relationship with a wide range of stakeholders, including consumers,
employees, governments & regulators, customers, suppliers, and investors. We are aware that each stakeholder group requires a tailored
engagement approach in order to foster effective and mutually beneficial relationships. Our understanding of stakeholders is then factored
into Board discussions, regarding the potential long-term impacts of our strategic decisions on each group, and how we might best address
their needs and concerns. The Board understands that it is not always possible to provide positive outcomes for all stakeholders and
therefore, sometimes, must make decisions based on the competing priorities of stakeholders. However, the Board acts in the best long-
term interests of the Company and its stakeholders generally.
Throughout this Annual Report, we provide examples of how we:
Take into account the likely consequences of long-term decisions;
Consider the interests of the Company’s employees;
Consider the interests of the Company’s shareholders;
Foster the Company’s business relationships with suppliers, customers and others;
Understand our impact on our local community and the environment; and
•
•
•
•
•
• Maintain a reputation for high standards of business conduct.
This section serves as our section 172 statement and should be read in conjunction with the Strategic Report and the Company’s Corporate
Governance Statement. Section 172 of the Companies Act 2006 requires Directors to take into consideration the interests of stakeholders
in their decision making. The Directors continue to have regard to the interests of the Company’s employees and other stakeholders, including
the impact of its activities on the community, the environment and the Company’s reputation, when making decisions. Acting in good faith
and fairly between members, the Directors consider what is most likely to promote the success of the Company for its members in the long
term.
The principles underpinning section 172 are not only considered at Board level, the differing interests of stakeholders are taken into
consideration by management when making wider business decisions. The Board regularly reviews our principal stakeholders and how we
engage with them. The stakeholder voice is brought into the Boardroom throughout the annual cycle through information provided by
management and also by direct engagement with stakeholders themselves. The relevance of each stakeholder group may increase or
decrease depending on the matter or issue in question, so the Board seeks to consider the needs and priorities of each stakeholder group
during its discussions and as part of its decision making.
The table below acts as our s172(1) statement by setting out the key stakeholder groups, their interests and how Everyman has engaged
with them over the reporting period. However, given the importance of stakeholder focus, long-term strategy and reputation, these themes
are also discussed throughout this Annual Report.
Stakeholder
Their interests
How we engage
2023 highlights
Our employees
•
Training, development and
career prospects.
Health and Safety
•
• Working conditions
•
•
Diversity and Inclusion
Human Rights and modern
slavery
Fair pay, employee benefits
•
•
• Workforce posters and
communications
Ongoing training and
development opportunities
• Whistleblowing procedures
•
Publication of Modern Slavery
Statement
Employee benefits packages
Employee questionnaires
Staff intranet
•
•
•
•
•
•
•
Re-platformed our
Learning Management
System
Relaunch of Workplace,
the employee
engagement platform
Rollout of team member
incentive program
Introduction of WSET
qualifications
18
Everyman Media Group PLC
Annual report and financial statements
Companies Act s172 Statement (cont.)
Stakeholder
Our customers
Their interests
How we engage
2023 highlights
•
•
•
•
•
•
Comfort and hospitality.
Good quality food and drink
High quality viewing
environment
Ease of access
Safety
Data security
•
•
•
Venue staff welcome every
customer
Focus on in-theatre service
Regular review of menu
quality
High specification auditoria
Customer support service
•
•
• Marketing and
• Workers’ rights
•
Supplier engagement and
management to prevent
modern slavery
Fair trading and payment
terms
Sustainability and
environmental impact
Collaboration
Long-term partnerships
Comprehensive review of
financial performance of the
business
Business sustainability
High standard of governance
Success of the business
Ethical behaviour
Awareness of long-term
strategy and direction
Business performance &
forecast accuracy
Cash management and
financial control
Compliance with laws and
regulations
High standard of governance
Ethical behaviour
Data security
Our suppliers &
landlords
Our Investors
Our banking partners
Regulatory bodies
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
Compliance with regulations
•
• Worker pay and conditions
•
•
•
•
•
⚫ Waste and environment
Gender Pay
Health and Safety
Treatment of Suppliers
Brand reputation
Insurance
Community and
Environment
•
•
•
•
Sustainability
Human Rights
Energy usage
Recycling
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
New website launched in
February 2023
Functionality for customers to
order food and beverage from
mobile devices launched
Improvements made to the
membership booking journey
Four new state-of-the-art
venues opened, widening our
reach
Introduction of non-profit
suppliers as partners, working
with Change Please for coffee
and Serious Tissues for paper
products
⚫ Working with Food Made
Good to audit our supply chain
and highlight ways to improve
the sustainability of the Food
& Beverage offer
•
•
•
•
•
•
Bi-annual investor roadshows
Regular ad-hoc
communication with
shareholders
Regular meetings and
communication with banking
partners
New banking partner in
NatWest following renewal of
banking facilities in August
2023
Full review of pay across all
roles
NOMAD attended Board
meeting to update on
compliance
communications
Initial meetings and
negotiations
KPIs and Feedback
Board approval on significant
changes to suppliers
Direct engagement between
suppliers and specified
company contact
Regular reports and analysis
on investors and shareholders
Investor roadshows
Annual Report
Company website
Shareholder circulars
AGM
Stock exchange
announcements
Regular meetings & updates
Regular reports and analysis
Annual Report
Stock exchange
announcements
Company website
Stock exchange
announcements
Annual Report
Direct contact with regulators
Compliance updates at Board
Meetings
Consistent risk review
Philanthropy
Oversight of corporate
responsibility plans
CSR initiatives
•
Defining net zero strategy
with partnership with the Zero
Carbon Forum.
19
Everyman Media Group PLC
Annual report and financial statements
• Waste Management
•
Community outreach and CSR
• Workplace recycling policies
•
and processes
•
⚫
Recycling rates up 69% after
working with First Mile on a
waste initiative.
Implementation of Travel Perk,
tracking all company travel to
measure associated carbon
dioxide emissions.
Establishment of Internal
Wellbeing Hub, a resourced
aimed at fostering a healthy
work-life balance
Within the Corporate Governance Report on pages 21 to 25 we describe how the Board operates and the culture of the business including
employee engagement.
Will Worsdell
Finance Director
15 April 2024
20
Everyman Media Group PLC
Annual report and financial statements
Corporate Governance
It is the responsibility of the Chairman of the Board of Directors of Everyman Media Group PLC to ensure that the Group has both sound
corporate governance and an effective Board. This is managed by ensuring that the Group and the Board are acting in the best interests of
shareholders, and by making sure that the Board discharges its responsibilities appropriately. This includes creating the right Board dynamic
and ensuring that all important matters, in particular strategic decisions, receive adequate time and attention at Board meetings. The Board
considers that the Group complies with the QCA Code so far as it is practicable having regard to the size, nature and current stage of
development of the Group.
While seeking to build a strong governance framework, the Board is mindful to ensure that the Group takes a proportionate approach and
that processes remain fit for purpose as well as embedded within the culture of the organisation. Good governance provides a framework
that allows the right decisions to be taken by the right people at the right time.
QCA principles
A description of the Group’s business model and strategy can be found in the Strategic report along with key challenges in their execution
and information in relation to the Group’s risk management.
Board of Directors
Philip Jacobson FCA
Independent Non-Executive Chairman
Philip is a Fellow of the Institute of Chartered Accountants in England & Wales and was previously a partner at BDO LLP, where he was
involved in a number of flotations in the leisure sector. Philip was appointed to the Board on 8 October 2013, and as Chairman on 28
February 2023. Since retiring from BDO LLP, Philip has acted as family office to a small number of families. The Board consider Philip’s
shareholding and tenure as a director to be immaterial to his independence.
Alex Scrimgeour
Executive Director – Group Chief Executive Officer
Alex joined Everyman from Côte Brasserie, the UK’s largest French restaurant Group. He joined Côte as a start-up business in 2008 and was
appointed as joint Managing Director in 2011 and CEO in 2015. Alex has extensive experience in the hospitality sector, and was appointed to
the Board on 18 January 2021.
Adam Kaye
Executive Director
Adam founded ASK Central plc with his brother Sam in 1993. Adam studied catering at Westminster College, London and subsequently
worked at City Centre Restaurants, before opening the first ASK restaurant at Haverstock Hill in 1993. ASK Central plc was sold in 2004.
Adam was appointed to the Board on 8 October 2013.
William (Will) Worsdell ACA
Executive Director – Group Finance Director
Will is a member of the Institute of Chartered Accountants in England & Wales and has held senior financial roles at several leisure and
hospitality businesses, including Head of Commercial Finance at Côte Brasserie. Previously, Will worked in financial and operational
planning at Heathrow for 3 years and started his career with Smith & Williamson (now Evelyn Partners), where he qualified as a Chartered
Accountant in 2014. Will was appointed to the Board on 28 June 2022.
Charles Dorfman
Non-Executive Director
Charles was co-founder of Esselco properties serviced office business (now known as The Office Group). He was involved in the financing of
the development phase of the Oscar winning ‘The King’s Speech’ with See Saw films and became the Executive Producer, following this
success by producing titles such as ‘Untouchable’ and ‘The Lost Daughter’. He is CEO of Dorfman Media Holdings, Chairman of Media
Finance Capital and Chairs the Young Patrons of the National Theatre. Charles was appointed to the Board on 8 October 2013.
21
Everyman Media Group PLC
Annual report and financial statements
Corporate Governance (cont.)
Margaret (Maggie) Todd
Independent Non-Executive Director
Maggie joined Everyman from the Walt Disney Studios Motion Pictures European marketing leadership team, where she most recently held
the role of Vice President of Communications for twelve years. Prior to Disney, Maggie worked at Twentieth Century Fox, in the music
industry and has delivered campaigns for BAFTA, AMPAS and world-renowned European film festivals.
Maggie was appointed to the Board on 14 July 2021. The Directors consider Ms Todd to be independent in line with the Quoted Companies
Alliance Corporate Governance Code for small and mid-size quoted companies.
Michael Rosehill FCA
Non-Executive Director
Michael is a member of Chartered Accountants Ireland and has spent most of his career at the Lewis Trust Group (owners of the River Island
group of companies) in both the finance and private equity divisions. Michael is a Director of Blue Coast Private Equity L.P. and therefore also
has an interest in the shareholding of Blue Coast Private Equity L.P in the Ordinary Shares of the Company.
Baroness Ruby McGregor-Smith CBE
Independent Non-Executive Director
Ruby brings with her a wealth of business acumen, acquired over a career spanning more than three decades. One of the few women to
have held the position of Chief Executive at a FTSE 250 company, she grew revenues at Mitie more than four-fold to £2.2 billion, establishing
it as the largest business in its sector. She is highly decorated as an industry leader, winning the 'Leader of the Year' accolade at the 2011
National Business Awards, and in 2013 being recognised by the Financial Times as one of the top 50 female business leaders in the world.
Ruby is a Fellow of the Institute of Chartered Accountants in England and Wales, and was appointed a member of the House of Lords in
2015.
Ruby was appointed to the Board on 20 September 2022. The Directors consider Ruby to be independent in line with the Quoted Companies
Alliance Corporate Governance Code for small and mid-size quoted companies.
All Directors are encouraged to challenge and to bring independent judgement to bear on all matters, both strategic and operational.
Biographical details of the Directors can be found on the Group’s website.
All Non-Executive Directors are expected to dedicate at least one day per month to the Group. The Board is satisfied that each of the
Directors are able to allocate sufficient time to the Group to discharge their responsibilities effectively. The number of meetings of the
Board and its Committees are outlined below:
Attendance by Directors
Philip Jacobson
Paul Wise*
Alex Scrimgeour
Adam Kaye
Will Worsdell
Charles Dorfman
Maggie Todd
Michael Rosehill
Ruby McGregor-Smith
Total meetings held
* Resigned 28 February 2023
Board
11
2
11
9
11
9
10
9
8
11
Audit
n/a
n/a
n/a
n/a
n/a
n/a
n/a
3
3
3
Remuneration
4
n/a
n/a
n/a
n/a
4
n/a
4
4
4
Nomination
-
n/a
n/a
n/a
n/a
-
-
n/a
n/a
-
22
Everyman Media Group PLC
Annual report and financial statements
Corporate Governance (cont.)
The Directors have both a breadth and depth of skills and experience to fulfil their roles. The Company believes that the current balance of
skills in the Board as a whole are appropriate and beneficial for all shareholders and stakeholders. Each Director has significant experience
in building a successful business and offer key expertise that are beneficial to the Group as a whole.
To enable each Director to keep their skill-set up to date, individual training needs are identified as part of the annual Board evaluation
process and training is provided as required. All Directors receive regular updates on legal, regulatory and governance issues. In addition,
there are regular ‘deep dives’ from across the business at Board level to ensure the Directors’ understanding of the operational aspects of
the business are kept up to date.
Advisors
One Advisory acts as Group Secretary and support to ensure the necessary information is supplied to Directors on a timely basis and to
enable them to discharge their duties effectively. All Directors have access to the advice of the Group’s solicitors as well as access to
independent professional advice, at the Group’s expense, as and when required.
Neither the Board nor its Committees have sought external advice on a significant matter.
Board evaluation
The Board accepts that the Group does not fully comply with this aspect of the QCA code and has not implemented a Board evaluation. In
the frequent Board meetings, Directors can discuss any areas where they feel a change would benefit the Group, and the independent Group
Secretary and other Group advisers remain on hand to provide impartial advice.
Culture
The Board recognises that its decisions regarding strategy and risk will impact the corporate culture of the Group as a whole and that this
will impact the performance of the Group. Similarly, the tone and culture set by the Board will greatly impact all aspects of the Group as a
whole and the way employees behave. The Corporate Governance arrangements that the Board has adopted are designed to ensure that
the Group delivers long term value to its shareholders and that shareholders have the opportunity to express their views and expectations
for the Group in a manner that encourages open dialogue with the Board. Therefore, the importance of sound ethical values and behaviours
is crucial to the ability of the Group to successfully achieve its corporate objectives.
A large part of the Group’s activities are centred on an open and respectful dialogue with employees, customers and other stakeholders.
The Board places great importance on this aspect of corporate life and seeks to ensure that this flows through all that the Group does. The
Directors consider that the Group has an open culture facilitating comprehensive dialogue and feedback that enables positive and
constructive challenge.
The Board also recognises that as an operator of cinemas within local communities, it has responsibility to engage openly, transparently
and effectively with community stakeholders, local planning and Government agencies.
The Group places considerable emphasis on maintaining good relations with all its employees. The Group places great importance on
managers at each venue being well trained and capable of recruiting, training and developing a strong team and equips them with the
necessary tools in order to provide a positive working environment. The Group regularly communicates important updates with employees
and seeks engagement and consultation whenever making decisions that affect them or their interests. Employees are provided with regular
on-the-job training, including a staff handbook and career development opportunities. The Group places a significant importance on
developing from within.
The Group is an equal opportunities employer and is committed to the employment of people with disabilities and guarantees an interview
for those who meet the minimum selection criteria. The Group provides training and development for people with disabilities tailored, where
appropriate, to ensure they have the opportunity to achieve their potential. If an employee becomes disabled while in our employment the
Group will do its best to retain them, including consulting with them about their requirements, making reasonable and appropriate
adjustments and providing alternative suitable employment where possible.
The Group has an anti-bribery and confidentiality policy in place to ensure the highest standards of personal and professional ethical
behaviour are adhered to. The Company has adopted a code for Directors’ and employees’ dealings in securities in relation to its Ordinary
Shares and related securities which is compliant with AIM as well as being in accordance with the requirements of the Market Abuse
Regulation which came into effect in 2016 and was transposed into British law following Brexit.
There is a system in place for financial reporting and the Board receives regular reports to enable it to carry out these functions in the most
efficient manner. These procedures include the preparation of management accounts, forecast variance analysis and other ad-hoc reports.
There are clearly defined authority limits throughout the Group, including those matters which are reserved specifically for the Board.
The Board has responsibility for the effectiveness of the internal financial control framework. Such a system can only provide reasonable
23
Everyman Media Group PLC
Annual report and financial statements
Corporate Governance (cont.)
and not absolute assurance against material misstatement. The Group does not currently have, nor considers there is currently a need
for, an internal audit function. As the number of venues operated by the Group increases, the Board intends to regularly assess the
ongoing need for strengthening internal financial controls.
The Board’s financial risk management, objectives and policies together with the Board’s policies in respect of credit risk, liquidity risk
and cash flow risk are set out in the notes to the financial statements.
24
Everyman Media Group PLC
Annual report and financial statements
Audit Committee Report
The Audit Committee is chaired by Ruby McGregor-Smith FCA and also includes Michael Rosehill FCA. Both Ruby and Michael have extensive
experience as Chartered Accountants working both within audit practice and industry. The Audit Committee met three times during the year.
The external auditors attended two of these meetings at the invitation of the Committee Chairman.
Objectives and Responsibilities
The Committee, operating under its Terms of Reference, discharged its responsibilities by, amongst other things, reviewing and
monitoring:
•
the consistency of, and any changes to, accounting policies both on a year-on-year basis and across the parent Company and
the Group.
the methods used to account for significant or unusual transactions.
•
• whether the Company has followed appropriate accounting standards and made appropriate estimates and judgments, taking
•
•
•
•
into account the views of the external auditors.
the effectiveness of the external auditors and considering and making recommendations on the reappointment of the external
auditors.
the adequacy and effectiveness of the Company’s internal financial controls and internal control and risk management systems.
the clarity of disclosure in the Company’s financial reports and the context in which statements are made; and
all material information presented with the financial statements, such as the operating and financial review including the audit
and risk management statements within the corporate governance report.
Financial Reporting
The Committee concluded that the Annual Report and financial statements, taken as a whole, were fair, balanced, and
understandable and provided the information necessary for shareholders to assess the Company’s and the Group’s financial position,
performance, business model and strategy.
The Committee reviewed the 2023 full-year and half-year results announcements and considered matters raised by the external auditors
identifying certain issues requiring its attention.
The Committee has continued its monitoring of the financial reporting process and its integrity, risk management systems and assurance.
External Audit
The Committee will meet with the auditor at least twice a year, once at the planning stage, where the nature and scope of the audit will be
considered, and once post-audit at the reporting stage. The Committee is responsible for reviewing and approving the annual audit plan
with the auditor and ensuring that it is consistent with the scope of the audit engagement and the effectiveness of the audit.
In addition, the Committee is responsible for reviewing the findings of the audit with the external auditor which shall include but not be
limited to discussing any issues which arose during the audit, accounting and audit judgements, levels of errors identified and the
effectiveness of the audit.
BDO LLP were appointed as external auditors in 2020 following an audit tender process carried out in 2020. The Company will look to rotate
auditors through an external audit tender by 2029.
The Committee will engage in discussions with the auditor regarding fees, internal controls and such issues as compliance with accounting
standards.
Risk Management and Internal Controls
The Committee shall keep under review the adequacy and effectiveness of the Company’s internal financial controls and risk management
systems including monitoring the proper implementation of such controls and will review and approve the statements to be included in the
annual report concerning internal controls and risk management. The Committee will also consider annually whether there is a need for an
internal audit function and make a recommendation to the Board. At present, the function is not yet considered necessary as day-to-day
control is sufficiently exercised by the Company’s Executive Directors. Further details on the Company’s risk management and internal
controls can be found on pages 9 and 10.
25
Everyman Media Group PLC
Annual report and financial statements
Audit Committee Report (cont.)
The Committee also has a responsibility to review the adequacy of the Company’s arrangements for its employees and contractors to
confidentially raise any concerns about possible wrongdoings regarding financial reporting or other matters. The Audit Committee shall
ensure that these arrangements allow proportionate and independent investigation of such matters and appropriate follow up action. In
addition, the Committee shall review the Company's procedures for detecting fraud and the Company's systems and controls for the
prevention of bribery and receive reports on non-compliance. The Committee will also monitor and ensure the Company's adherence to its
AIM Rules compliance policy.
Significant issues considered by the Audit Committee during the year
During the year the Committee, Management and the external auditor considered and concluded what the significant risks and issues were
in relation to the financial statements and how these would be addressed. In relation to the 2023 Group financial statements, significant
risks have been identified which are outlined as follows:
• Management override of controls
Fraud in revenue recognition
•
Impairment of goodwill, property, plant and equipment and right of use assets
•
In addition to the above significant risks, the Committee, management and the external auditor considered the following elevated risks:
•
•
•
•
Accounting for new property leases under IFRS 16
Going concern
Completeness of lease modifications and rent concessions
Revenue – Film, Food and Beverage
Auditor’s Independence
The Committee approves the external auditor’s terms of engagement, scope of work, the process for the interim review and the annual audit.
It also reviews and discusses with the auditor the written reports submitted and the findings of their work. It has primary responsibility for
making recommendations to the Board, for it to put to the shareholders for their approval at a general meeting, in relation to the appointment,
re-appointment, and removal of the external auditor.
The Committee is also responsible for reviewing and monitoring external auditor's independence and objectivity as well as their
qualifications, expertise and resources and the effectiveness of the audit process, taking into consideration relevant UK and other relevant
professional and regulatory requirements. The Group have considered the auditor's independence and continues to believe that BDO is
independent within the meaning of all UK regulatory and professional requirements and the objectivity of the audit engagement partner and
audit staff are not impaired.
Ruby McGregor-Smith
Chair
Audit Committee
15 April 2024
26
Everyman Media Group PLC
Annual report and financial statements
Remuneration Committee Report
The Remuneration Committee is chaired by Michael Rosehill (non-executive Director) and includes Charles Dorfman and Ruby McGregor-
Smith. The Committee meets as required during the year and invites recommendations as to remuneration levels, incentive arrangements
for senior executives and proposals regarding share option awards from the Chief Executive Officer.
The Remuneration Committee reviews the performance of the Executive Directors and makes recommendations to the Board on matters
relating to their remuneration and terms of service. The Remuneration Committee also makes recommendations to the Board on proposals
for the granting of share options and other equity incentives pursuant to any employee share option scheme or equity incentive plans in
operation. The Remuneration Committee meets as and when necessary and met four times during 2023.
Bonus plans, share option awards and the Company’s LTIP scheme are regularly reviewed by the Committee to ensure that they are
appropriately incentivising key management.
Responsibilities
The Committee’s principal responsibilities include:
•
•
•
•
•
Determining and agreeing with the Board the framework or broad policy for the remuneration of Executive Management;
Reviewing and having regard to pay and employment conditions across the Company when setting remuneration policy for
Executive Management and especially when determining salary increases;
Approving the design of and determining targets for any performance-related pay schemes operated by the Company;
Overseeing the design and application of share options and any other such reward plan in conjunction with the Board; and
Determining the policy for and scope of pension arrangements for Executive Management.
The Non-Executive Directors, whose remuneration is determined by the Board as a whole, receive fees in connection with their services
provided to the Group, to the Board and to Board Committees.
Certain senior staff and Executive Directors receive basic salaries, annual bonuses according to performance against defined targets, and
certain benefits in kind.
Basic salary
The base salary, benefits in kind and Company pension contributions are determined by the Committee with reference to the experience and
responsibilities of each individual and having regard to prevailing market conditions.
Annual Bonus
The Committee has recommended that no bonus be awarded to the Chief Executive Officer, Finance Director and Executive Director as
performance targets for the 2023 financial year were not met.
Share Options
The Group’s policy is that in addition to their salaries and bonuses, Executive Directors and senior management should be awarded share
options in order that their interests may be more closely aligned with those of shareholders. The company operates a Long-Term Incentive
Plan (LTIP) and the Committee recommended to the Board that share options were awarded and set the performance criteria (see note 31).
The Group also operates a non-approved share incentive plan, and believes that all the venue managers, head office staff, and the Executive
and senior management team should have the opportunity to participate, alongside shareholders, in the long-term growth and success of
the Group. During the year awards were recommended by the Committee (see note 31).
27
Everyman Media Group PLC
Annual report and financial statements
Remuneration Committee Report (cont.)
Directors’ remuneration
For the year ended 28 December 2023
Director
Salary
Pension
Contributions
Alex Scrimgeour
William Worsdell ACA
Paul Wise
Adam Kaye
Philip Jacobson FCA
Charles Dorfman
Michael Rosehill FCA
Maggie Todd
Ruby McGregor-Smith FCA
£’000
312
144
31
111
69
26
25
42
55
815
£’000
10
6
-
-
-
1
-
-
-
17
For the year ended 29 December 2022
Director
Salary
Pension
Contributions
Alex Scrimgeour
William Worsdell ACA
Elizabeth Lake FCA
Paul Wise
Adam Kaye
Philip Jacobson FCA
Charles Dorfman
Michael Rosehill FCA
Maggie Todd
Ruby McGregor-Smith FCA
£’000
294
73
51
157
105
36
18
18
40
15
807
£’000
10
1
3
-
-
-
-
-
-
-
14
Other
benefits
£’000
6
1
-
-
-
-
-
-
-
7
Other
benefits
£’000
21
-
1
-
-
-
-
-
-
-
22
Bonus
Share-based
payments
£’000
-
-
-
-
-
-
-
-
-
-
£’000
368
44
109
109
16
8
8
-
-
662
Bonus
Share-based
payments
£’000
44
11
-
20
13
-
-
-
-
-
88
£’000
598
21
-
125
125
-
-
-
-
-
869
Total
£’000
696
195
140
220
85
35
33
42
55
1,501
Total
£’000
967
106
55
302
243
36
18
18
40
15
1,800
Other benefits include interest in respect of an amount of uncalled share capital due in respect of the issue of performance shares in
Everyman Media Holdings Limited, a subsidiary of the Company, to Alex Scrimgeour.
Share based payments are valued using the share price at the original grant date.
Remuneration policy for 2024 and future years
The Group remuneration policy is designed to support strategy and promote long-term sustainable success. It is committed to complying
with the principles of good corporate governance in relation to the design of the Group’s remuneration policy. As such, our policy takes
account of the QCA Corporate Governance Code. The Committee also considers other best practice guidance such as the QCA Remuneration
Committee Guide and the Investment Association’s Principles of Remuneration, as far as is appropriate to the Group’s management structure,
size and listing.
Future salary awards and increases will be set in line with relevant market levels, economic changes and to retain and attract high quality
executives. Performance elements of remuneration will have clearly defined and challenging targets that link rewards to business
performance in the short and medium-term. All variable elements of remuneration are subject to clawback or repayment in the event of
serious financial misstatement or misconduct.
28
Everyman Media Group PLC
Annual report and financial statements
Remuneration Committee Report (cont.)
Consideration of Shareholder Views
The Remuneration Committee considers feedback received from Shareholders during any meetings or otherwise from time to time, when
undertaking the Group’s annual review of its Policy. In addition, the Chairman of the Remuneration Committee will seek to engage directly
with institutional Shareholders and their representative bodies should any material changes be made to the Policy.
Consideration of employment conditions elsewhere in the Group
The Remuneration Committee considers any general basic salary increase for the broader employee population when determining the annual
salary increases for the Executive Directors. The Remuneration Committee did not consult with other employees regarding remuneration of
the Executive Directors.
Michael Rosehill
Chair
Remuneration Committee
15 April 2024
29
Everyman Media Group PLC
Annual report and financial statements
Director’s Report
The Directors present their annual report and audited financial statements for the Group for the year ended 28 December 2023 (comparative
period: year ended 29 December 2022).
Results and dividends
The results of the Group are included in the strategic report. Further details are shown in the consolidated statement of profit and loss and
other comprehensive income and the related notes to the financial statements. The Group generated a loss after tax for the year of £2.7m
(2022: £3.5m loss). The Directors do not recommend the payment of a dividend (2022: £nil).
Principal activity
The Group is a leading independent cinema group in the UK. Further information is contained in the strategic report. The subsidiaries of the
Group are set out in the related notes to the financial statements.
Financial risk management: objectives and policies
The financial and other risks to which the Group is exposed, together with the Group’s objectives and policies in respect of these risks, are
set out in the strategic report.
Energy and carbon
Everyman recognises that its operation has an environmental impact globally and is committed to monitoring and reducing its emissions.
The Group is also aware of the reporting obligations under The Companies and Limited Liability Partnerships Regulations 2018. The table
below summarises emissions and energy usage to increase the transparency with which the business communicates about the
environmental impact to stakeholders.
Emissions Source
Natural Gas (Scope 1)
Electricity (Scope 2)
Fuel for transport (employees only; Scope 3)
Total tCO2e
Total Energy Usage (kWh)
Energy Intensity – CO2t per ft2
2023
838
2,657
33
3,528
17,551,870
0.074
2022
904
2,416
12
3,332
17,494,207
0.083
The EMA methodology has been used to calculate the GhG emissions is in accordance with the relevant requirements of the following
standards:
•
•
•
GHG Reporting Protocol: Corporate Standard
Internal Organisation for Standardisation, ISO (ISO 14064-1:2018)
The Global Reporting Initiative Sustainability Reporting Guidelines
In the period covered by the report, the Group has undertaken the following emissions and energy reduction initiatives:
•
•
•
•
Continued roll-out of air conditioning controls enabling timing, temperature regulation and demand-controlled ventilation for
auditoria based on occupancy levels
Continued installation of heat recovery reclaiming a portion of the energy used in heating, venting and air conditioning
Continued installation of LED lamps and Passive Infrared Sensors in areas of infrequent occupancy to conserve electricity usage
Continued roll-out of energy saving catering electrical kitchen equipment
Capital structure
The number of Ordinary shares in issue at 28 December 2023 was 91.2m (2022: 91.2m). The Group also issued options over the share capital
of the Company to members of the Board and to certain employees which amounted to 7.2m Ordinary shares (2022: 7.0m Ordinary shares)
which, if exercised, would comprise 7.9% (2022: 7.1%) of the current issued share capital of the Company (see also Directors’ interests
below and the related notes). The shares of the Company are quoted on the London AIM market.
30
Everyman Media Group PLC
Annual report and financial statements
Director’s report (cont.)
Going concern
Current trading is in line with management expectations. Management note momentum from the current film slate, additional investment
in customer acquisition and the acquisition of the Tivoli venues in Bath and Cheltenham. The Group also recognises the disruption from the
WGA and SAG-AFTRA strikes during 2023 which resulted in the delay of a number of titles from 2023 to 2024 (most notably, ‘Dune: Part 2’).
However, the Directors expect a continuously improving film slate in 2024 and 2025, and expect admissions to continue to recover towards
pre-pandemic levels.
Banking
A new three-year facility with Barclays Bank Plc and National Westminster Bank Plc was signed on 17th August 2023. The Group therefore
has no current requirement to re-finance. The headline terms of the new agreement are as follows:
•
•
•
£35m facility with £5m accordion
Initial 3 year term, extendable by up to 2 years
SONIA + c. 2.55% margin (variable dependant on Adjusted Leverage).
At the end of the year, the Group had drawn down £26.0m on its facilities and held £6.6m in cash; the undrawn facility was therefore £9.0m
and net banking debt £19.4m.
Covenants on the facility are based on Adjusted Leverage and Fixed Charge Cover. The Group has operated within these covenants all year
and expects to continue to do so going forward.
Base case Scenario
The period forecast is up to 30 April 2025.
The forecast assumes that admissions grow in line with the new venue pipeline. Three new venues are assumed to open in 2024, in Bury St
Edmunds, Stratford (London) and Cambridge. The forecast also assumes the opening of new venues in Durham and Brentford Lock in the
first quarter of 2025, and includes corresponding capital investment for all aforementioned venues aside from Durham, which is fully built.
Increases in forecasts costs reflect the current inflationary environment.
In this scenario the Group maintains significant headroom in its banking facilities.
Stress testing
The Board considers budget assumptions on admissions to be conservative, particularly in light of current trading, the improving consumer
environment and additional investment in customer acquisition. A reduction in admissions of 6% during 2024 and 2025 has been modelled.
This scenario would cause a breach in the Adjusted Leverage covenant in August and September 2024.
If such a scenario were to occur, Management would be able to temporarily reduce administrative expenditure to increase EBITDA and avoid
a breach, without material impact to the Group’s operations and the quality of customer experience. The Group also has the ability to delay
the deployment of capital expenditure. In this scenario, the Group would remain compliant with the Fixed Charge Cover covenant.
The Directors believe that the Group is well-placed to manage its financing and other business risks satisfactorily and have a reasonable
expectation that the Group will have adequate resources to continue in operation for at least 12 months from the signing date of these
consolidated financial statements.
The Board considers that a 6% reduction in budgeted admissions is very unlikely, particularly in light of business performance in the first
quarter of 2024. As a result, the Board does not believe this to represent a material uncertainty, and therefore consider it appropriate to
adopt the going concern basis of accounting in preparing the financial statements.
31
Everyman Media Group PLC
Annual report and financial statements
Director’s report (cont.)
Substantial shareholdings
As at 28 December 2023 the Company was aware of the following interests in 3% or more of the Company’s Ordinary share capital as set
out below.
Shareholder
Blue Coast Private Equity LP
Gresham House Asset Management
Canaccord Genuity Wealth Management
Samuel Kaye
Charles Dorfman*
Otus Capital Management
Adam Kaye
Tellworth Investments
Shore Capital
% of issued share
capital 2023
23.91%
9.56%
7.03%
6.89%
6.44%
6.33%
5.98%
5.84%
3.29%
% of issued share
capital 2022
19.58%
3.96%
7.99%
5.51%
6.44%
5.07%
5.98%
8.63%
3.29%
*Of the 5,870,027 Ordinary shares Charles Dorfman is interested in 3,213,876 (2022:3,213,876) Ordinary shares are held by the Lloyd Dorfman Children’s Settlement.
Charles Dorfman is one of the potential beneficiaries of the settlement.
Directors
Biographical details of continuing Directors are set out on the Company’s website: investors.everymancinema.com.
The Directors of the Company during the year were:
Directors
Adam Kaye
Alex Scrimgeour
Charles Dorfman (R,N)
Maggie Todd (N)
Michael Rosehill FCA (R,A)
Paul Wise (resigned 28 February 2023)
Philip Jacobson FCA (N)
Ruby McGregor-Smith (R,A)
William Worsdell ACA
R = Member of the remuneration committee
N = Member of the nominations committee
A = Member of the audit committee
Directors’ interests in the Company
Function
Executive Director
Chief Executive Officer
Non-Executive Director
Independent Non-Executive Director
Non-Executive Director
Executive Chairman
Independent Non-Executive Chairman
Independent Non-Executive Director
Finance Director
The following Directors held shares in the Company at the year-end (there were no significant changes between the shareholdings at the
year end and the date of this report):
Director
Charles Dorfman
Adam Kaye
Paul Wise
Alex Scrimgeour
Michael Rosehill FCA*
Philip Jacobson FCA
William Worsdell ACA
Number of
Ordinary shares
2023
5,870,027
5,449,956
2,986,752
307,652
218,710
98,336
16,949
% of issued
share capital
2023
6.44%
5.98%
3.28%
0.34%
0.24%
0.11%
0.02%
Number of
Ordinary shares
2022
5,870,027
5,449,956
2,986,752
250,974
218,710
98,336
-
% of issued
share capital
2022
6.44%
5.98%
3.28%
0.28%
0.24%
0.11%
-
*Michael Rosehill is a Director of Blue Coast Private Equity and therefore has an interest in its shareholding.
32
Everyman Media Group PLC
Annual report and financial statements
Director’s report (cont.)
As at the Balance Sheet date, the following options over Ordinary shares were held by the Directors (see also notes to the financial
statements):
Issued in
the year
Number
Lapsed in
the year
Number
Exercised
in the year
Number
Director
Grant Date
Exercise
Price
Pence
Alex Scrimgeour
Adam Kaye
8 April 21
24 Oct 22*
31 Jan 23
12 Nov 20
18 Aug 23
Philip Jacobson
29 Oct 13
Charles Dorfman
29 Oct 13
Michael Rosehill
04 Nov 13
William Worsdell
05 May 22**
27 June 22**
24 Oct 22*
31 Jan 23
100
10
10
94
60
83
83
83
60
60
10
10
29
December
2022
Number
1,000,000
37,333
-
800,000
-
100,000
50,000
50,000
100,000
100,000
9,312
-
-
-
212,482
-
266,667
-
-
141,655
266,667
266,667
-
-
-
-
-
-
-
-
-
88,636
-
59,091
28 December
2023
Number
1,000,000
37,333
70,827
533,333
-
100,000
50,000
50,000
100,000
100,000
9,312
29,545
2,080,350
-
-
-
-
-
-
-
-
-
-
-
-
Total
2,246,645
567,785
734,080
* At 29 December 2022, Long Term Incentive Plan awards issued to Alex Scrimgeour and Will Worsdell on 24 October 2022 were deemed
to have lapsed as performance criteria had not been met. However, post year end, the Remuneration Committee resolved that 20% of the
original award would vest on 1 January 2026.
** At 29 December 2022, non-qualifying grants made to William Worsdell on 5 May 2022 and 27 June 2022 had an exercise price of 130p
and 111p respectively. On 18 August 2023, the Remuneration Committee resolved that the exercise price of these grants would be amended
to 60p and that the vesting period for these options would be extended to 5th May 2026. All other terms and conditions pertaining to these
options remain unchanged.
In addition to the options in the table above, Alex Scrimgeour holds Growth Shares in Everyman Media Holdings Limited which subject to
certain performance conditions can be exchanged for new shares in Everyman Media Group PLC.
Director
Alex Scrimgeour
Total
Grant Date Exercise
Price
(Pence)
10 June 21
10 June 21
10
10
29
December
2022
Number
1,000,000
1,000,000
2,000,000
Issued in
the Year
Lapsed in
the Year
Exercised
in the
Year
-
-
-
(1,000,000)
-
(1,000,000)
-
-
-
28
December
2023
Number
-
1,000,000
1,000,000
No share options (2022: Nil) were exercised by Directors during the year.
Policy and practice on the payment of creditors
The policy of the Group is to settle supplier invoices within the terms and conditions of trade agreed with individual suppliers, unless other
arrangements have been agreed.
33
Everyman Media Group PLC
Annual report and financial statements
Director’s report (cont.)
Employees
Employee involvement
The Group places considerable emphasis on maintaining good relations with all its employees. The Group places great importance on
managers at each venue being well trained and capable of recruiting, training and developing a strong team and the Group equips them
with the necessary tools in order to provide a positive working atmosphere. Employees are provided with regular on-the-job training and
career development opportunities and the Group places a significant importance on developing from within.
Employment of disabled persons
The Group is an equal opportunities employer and is committed to the employment of people with disabilities and guarantees an interview
for those who meet the minimum selection criteria. The Group provides training and development for people with disabilities tailored,
where appropriate, to ensure they have the opportunity to achieve their potential. If a Group employee becomes disabled while in our
employment the Group will do its best to retain them, including consulting with them about their requirements, making reasonable and
appropriate adjustments and providing alternative suitable employment where possible.
Political and charitable donations
The Group made charitable donations in the year of £Nil (2022: £8,833).
Disclosure of information to auditor
In the case of each person who was a Director at the time this report was approved:
−
−
So far as that each Director was aware, there was no relevant available information of which the Company’s auditor is
unaware
Each Director has taken all steps that they ought to have taken as a Director to make himself aware of any relevant audit
information and to establish that the Company’s auditor was aware of that information.
Auditor
In accordance with s489 of the Companies Act 2006, a resolution for the re-appointment of BDO LLP as auditor of the Company is to be
proposed at the forthcoming annual general meeting.
Internal financial control
The Group operates a system of internal financial controls commensurate with its current size and activities, which is designed to ensure
that the possibility of misstatement or loss is kept to a minimum. There is a system in place for financial reporting and the Board receives
regular reports to enable it to carry out these functions in the most efficient manner. These procedures include the preparation of
management accounts, forecast variance analysis and other ad hoc reports. There are clearly defined authority limits throughout the Group,
including those matters which are reserved specifically for the Board.
The Board has responsibility for the effectiveness of the internal financial control framework. Such a system can only provide reasonable
and not absolute assurance against material misstatement. The Group does not currently have, nor considers there is currently a need for,
an internal audit function. As the number of sites operated by the Group increases the Board intends to regularly assess the ongoing need
for strengthening internal financial controls.
The Board’s financial risk management, objectives and policies together with the Board’s policies in respect of price risk, credit risk,
liquidity risk and cash flow risk are set out in the notes to the financial statements.
On behalf of the Board
Alex Scrimgeour
CEO
Everyman Media Group PLC
Studio 4, 2 Downshire Hill
London NW3 1NR
15 April 2024
34
Everyman Media Group PLC
Annual report and financial statements
Statement of Directors’ responsibilities in respect of the annual report and financial statements
The Directors are responsible for preparing the annual report and the Group and parent Company financial statements in accordance with
applicable laws and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors are required to
prepare the Group financial statements in accordance with UK adopted International Accounting Standards and the parent Company financial
statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and
applicable law).
Under company law, the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of
the state of affairs of the Group and parent Company and of the profit or loss of the Group for that period.
In preparing each of the Group and Parent company financial statements, the Directors are required to:
Select suitable accounting policies and then apply them consistently.
•
• Make judgements and estimates that are reasonable, relevant, reliable and prudent.
•
For the Group financial statements, state whether they have been prepared in accordance with UK adopted international
accounting standards subject to any material departures disclosed and explained in the financial statements.
For the parent Company financial statements, state whether applicable UK accounting standards have been followed, subject
to any material departures disclosed and explained in the financial statements.
Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and parent
Company will continue in business.
•
•
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the parent Company’s
transactions and disclose with reasonable accuracy at any time the financial position of the parent Company and enable them to ensure that
its financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary
to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general
responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud
and other irregularities.
The Directors are responsible for ensuring the annual report and the financial statements are made available on a website. Financial
statements are published on the company's website in accordance with legislation in the United Kingdom governing the preparation and
dissemination of financial statements, which may vary from legislation in other jurisdictions. The maintenance and integrity of the company's
website is the responsibility of the Directors. The Directors' responsibility also extends to the ongoing integrity of the financial statements
contained therein.
35
Everyman Media Group PLC
Annual report and financial statements
Independent auditor's report to the members of Everyman Media Group PLC
Opinion on the financial statements
In our opinion:
•
the financial statements give a true and fair view of the state of the Group’s and of the Parent Company’s affairs as at 28
December 2023 and of the Group’s loss for the year then ended;
the Group financial statements have been properly prepared in accordance with UK adopted international accounting standards;
the Parent Company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted
Accounting Practice; and
the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
•
•
•
We have audited the financial statements of Everyman Media Group PLC (the ‘Parent Company’) and its subsidiaries (the ‘Group’) for the
year ended 28 December 2023 which comprise the Consolidated statement of profit and loss and other comprehensive income, the
Consolidated balance sheet, the Consolidated statement of changes in equity, the Consolidated cash flow statement, the Company
balance sheet and the Company statement of changes in equity and notes to the financial statements, including a summary of significant
accounting policies.
The financial reporting framework that has been applied in the preparation of the Group financial statements is applicable law and UK
adopted international accounting standards. The financial reporting framework that has been applied in the preparation of the Parent
Company financial statements is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101
Reduced Disclosure Framework (United Kingdom Generally Accepted Accounting Practice).
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities
under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We remain independent of the Group and the Parent Company in accordance with the ethical requirements that are relevant to our audit of
the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the preparation
of the financial statements is appropriate. Our evaluation of the Directors’ assessment of the Group and the Parent Company’s ability to
continue to adopt the going concern basis of accounting included:
•
•
•
•
•
•
obtaining an understanding of how the Directors undertook the going concern assessment process to determine if we considered
it to be appropriate for the current economic circumstances;
obtaining the Directors’ base case forecast and stress test scenarios underlying the going concern assessment and considering
sensitivities over the level of financial resources indicated by the financial forecasts including admissions, average ticket prices
and spend per head;
confirming compliance with loan covenants is expected during the forecast period based on the above scenarios to identify the
existence of breaches;
obtaining copies of revised banking facility agreements, and checking management have reflected debt service costs and
covenant tests accurately in their models;
comparing post year end trading performance against the forecasts to evaluate the achievability of the forecasts prepared; and
considering whether the going concern disclosures in note 2 to the financial statements give a full and accurate description of
the Directors’ assessment of going concern.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually
or collectively, may cast significant doubt on the Group and the Parent Company’s ability to continue as a going concern for a period of at
least twelve months from when the financial statements are authorised for issue.
36
Everyman Media Group PLC
Annual report and financial statements
Independent auditor's report to the members of Everyman Media Group PLC (cont.)
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this
report.
Overview
Coverage
Key audit matters
Materiality
An overview of the scope of our audit
These areas have been subject to full scope audit by the group
engagement team.
100% (2022: 100%) of Group profit before tax
100% (2022: 100%) of Group revenue
100% (2022: 100%) of Group total assets
2023
Impairment of the carrying value of cinema venues* ✔
2022
✔
Going concern
✖
✔
Given the renewal of the banking facilities as described in note 2 to the
financial statements and continued recovery of admissions towards pre-
pandemic levels, going concern is no longer considered to be a key audit
matter.
*Impairment of the carrying value of cinema venues has been renamed to
better clarify the key audit matter. It was previously titled ‘Impairment of
goodwill, property, plant and equipment and right-of-use asset’.
Group financial statements as a whole
£900,000 (2022: £800,000) based on 1% (2022: 1%) of revenue.
Our Group audit was scoped by obtaining an understanding of the Group and its environment, including the Group’s system of internal
control, and assessing the risks of material misstatement in the financial statements. We also addressed the risk of management override
of internal controls, including assessing whether there was evidence of bias by the Directors that may have represented a risk of material
misstatement.
We analysed the key financial metrics and risk factors of the Group’s components to determine those we consider significant to the Group.
We considered Everyman Media Group PLC, Everyman Media Holdings Limited, and Everyman Media Limited to be significant components.
As such, these companies were subject to full scope audits to their respective component materiality performed by the Group engagement
team.
In respect of non-significant components we performed analytical procedures together with further limited procedures over certain balance
sheet and expense items where these were material. We considered each key audit matter identified below in respect of the non-significant
components to ensure that these risks were appropriately addressed through our work performed at a Group level.
The Group audit team obtained an understanding of the internal control environment related to the financial reporting process and assessed
the appropriateness, completeness and accuracy of Group journals and other adjustments performed on consolidation.
Climate change
Our work on the assessment of potential impacts of climate-related risks on the Group’s operations and financial statements included:
•
Enquiries and challenge of management to understand the actions they have taken to identify climate-related risks and their
potential impacts on the financial statements and adequately disclose climate-related risks within the annual report;
37
Everyman Media Group PLC
Annual report and financial statements
Independent auditor's report to the members of Everyman Media Group PLC (cont.)
•
Our own qualitative risk assessment taking into consideration the sector in which the Group operates and how climate change
affects this particular sector.
We challenged the extent to which climate-related considerations, including the expected cash flows from the initiatives and
commitments have been reflected, where appropriate, in the Directors’ going concern assessment.
We also assessed the consistency of managements disclosures included in the Climate Related Financial Disclosures with the financial
statements and with our knowledge obtained from the audit.
Based on our risk assessment procedures, we did not identify there to be any Key Audit Matters materially impacted by climate-related
risks.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements
of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we
identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit, and directing
the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and
in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matter
Impairment of the
carrying value of
cinema venues
See accounting
policy in note 2,
note 15 Property,
plant and
equipment, note
18 Leases, and note
19 Goodwill,
intangible assets
and impairment.
The carrying value of
cinema venues
comprises assets
contained within
property, plant and
equipment of
£101,544,000 (2022:
£90,067,000), right-of-
use assets of
£68,088,000 (2022:
£58,920,000), and
Intangibles of
£9,388,000 (2022:
£9,312,000).
Property, plant and equipment (PPE),
including the right-of-use assets (ROU
Assets) and intangibles are significant
balances. Cash Generating Units (CGU) are
assessed for impairment on an individual
venue basis, which management believes is
the lowest level for which there are
identifiable cash flows.
CGU’s containing goodwill are subject to
annual impairment reviews. The remaining
CGU’s have been subject to an impairment
trigger analysis.
Impairment reviews require use of
assumptions, including discount rates,
forecast admissions, average ticket price
and spend per head.
The assessment of any potential impairment
of the carrying values are subject to
management judgment and estimation
uncertainty where there is a requirement to
estimate the recoverable amount.
Due to the high degree of estimation
uncertainty included in impairment
models we consider this to be a significant
risk and key audit matter.
How the scope of our audit addressed the key
audit matter
We have obtained managements impairment
analysis and:
•
•
•
•
•
checked the mathematical accuracy of the
cash flow forecasts and impairment models,
checking consistency with the
requirements of the applicable accounting
standard;
agreed the budgeted performance data to
board approved forecasts and evaluated
the process by which management
prepared its forecast, including whether it
appropriately factored in the potential
impacts of cost of living crisis, and any
expected decline in consumer spending;
challenged the appropriateness of key
estimates and assumptions used by
management within the forecast model
including admissions, average ticket price
and spend per head, comparing these
against prior periods, industry peers and
external sources of data including industry
outlook reports;
reviewed management’s sensitivity analysis
and considered whether a reasonable
change in assumptions could indicate a
potential impairment; and
with the assistance of our internal valuation
experts, we assessed the appropriateness
38
Everyman Media Group PLC
Annual report and financial statements
of the discount rate and impairment model
used to calculate value in use.
We also critically reviewed completeness and
accuracy of disclosures relating to assumptions
used in management’s model.
Key observations:
We are satisfied that the judgements applied by
management and disclosures within the financial
statements are appropriate.
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. We consider
materiality to be the magnitude by which misstatements, including omissions, could influence the economic decisions of reasonable users
that are taken on the basis of the financial statements.
In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality level,
performance materiality, to determine the extent of testing needed. Importantly, misstatements below these levels will not necessarily be
evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular circumstances of their
occurrence, when evaluating their effect on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole and performance materiality as
follows:
Group financial statements
Parent company financial statements
2023
£900,000
1% of Group
revenue
2022
£800,000
1% of Group
revenue
As the Group continues to expand
through investment in new venues,
advertising and promotion, we
consider revenue to be the most
stable measure on which to base
materiality and provides users of the
financial statements with the most
appropriate benchmark to assess
performance of the Group.
2023
£1,989,000
2% of Company net
assets
2022
£1,920,000
2% of Company net assets
We have selected net assets as the appropriate
benchmark as it most accurately reflects the Parent
Company’s status as a non- trading holding company.
However, since the Company was a full scope
component, for accounts that were relevant to the
Group financial statements, a component materiality
level of £675,000 (2022: £600,000) was applied.
£630,000
£560,000
£1,390,000
£1,340,000
70% of Group materiality
70% of Parent company materiality
In setting the level of performance materiality, we have considered the level of specific risk
associated with the audit, including the potential for aggregation and sampling risk across the
Group.
Materiality
Basis for determining
materiality
Rationale for the
benchmark applied
Performance
materiality
Basis for determining
performance
materiality
Rationale for the
percentage applied
for performance
materiality
Component materiality
For the purposes of our Group audit opinion, we set materiality for each significant component of the Group, based on a percentage of
between 22% and 94% (2022: 25% and 98%) of Group materiality dependent on the size and our assessment of the risk of material
misstatement of that component. Component materiality ranged from £200,000 to £850,000 (2022: £200,000 to £780,000). In the audit of
each component, we further applied performance materiality levels of 70% (2022: 70%) of the component materiality to our testing to ensure
that the risk of errors exceeding component materiality was appropriately mitigated.
39
Everyman Media Group PLC
Annual report and financial statements
Independent auditor's report to the members of Everyman Media Group PLC (cont.)
Reporting threshold
We agreed with the Audit Committee that we would report to them all individual audit differences in excess of £36,000 (2022: £32,000).
We also agreed to report differences below this threshold that, in our view, warranted reporting on qualitative grounds.
Other information
The directors are responsible for the other information. The other information comprises the information included in the Annual report and
financial statements other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not
cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance
conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially
misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives
rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is
a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Other Companies Act 2006 reporting
Based on the responsibilities described below and our work performed during the course of the audit, we are required by the Companies Act
2006 and ISAs (UK) to report on certain opinions and matters as described below.
Strategic report and
Directors’ report
Matters on which we
are required to report
by exception
In our opinion, based on the work undertaken in the course of the audit:
•
the information given in the Strategic report and the Directors’ report for the financial year for which the
financial statements are prepared is consistent with the financial statements; and
the Strategic report and the Directors’ report have been prepared in accordance with applicable legal
requirements.
•
In the light of the knowledge and understanding of the Group and Parent Company and its environment obtained
in the course of the audit, we have not identified material misstatements in the strategic report or the Directors’
report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006
requires us to report to you if, in our opinion:
•
•
•
•
adequate accounting records have not been kept by the Parent Company, or returns adequate for our
audit have not been received from branches not visited by us; or
the Parent Company financial statements are not in agreement with the accounting records and
returns; or
certain disclosures of Directors’ remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of Directors
As explained more fully in the Statement of Directors’ responsibilities, the Directors are responsible for the preparation of the financial
statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary
to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group’s and the Parent Company’s ability to continue
as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the
Directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists.
40
Everyman Media Group PLC
Annual report and financial statements
Independent auditor's report to the members of Everyman Media Group PLC (cont.)
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these financial statements.
Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our
procedures are capable of detecting irregularities, including fraud is detailed below:
Non-compliance with laws and regulations
Based on:
•
•
•
Our understanding of the Group and the industry in which it operates;
Discussion with management, those charged with governance and the Audit Committee; and
Obtaining and understanding of the Group’s policies and procedures regarding compliance with laws and regulations.We
considered the significant laws and regulations to be the applicable accounting frameworks, the UK Companies Act, UK tax
legislation and the AIM Listing Rules.
The Group is also subject to laws and regulations where the consequence of non-compliance could have a material effect on the amount or
disclosures in the financial statements, for example through the imposition of fines or litigations. We identified such laws and regulations
to be Health and safety regulations, the Data Protection Act, Food hygiene regulations, Alcohol licencing, the British Board of Film
Classification and Premises licencing (under the licencing act 2003).
Our procedures in respect of the above included:
•
•
•
•
•
•
Enquiries of management, those charged with governance and the Audit Committee regarding any non-compliance with laws
and regulations;
Review of minutes of meeting of those charged with governance for any instances of non-compliance with laws and regulations;
Review of correspondence with regulatory and tax authorities for any instances of non-compliance with laws and regulations;
Review of financial statement disclosures and agreeing to supporting documentation;
Involvement of tax specialists in the audit; and
Review of legal expenditure accounts to understand the nature of expenditure incurred.
Fraud
We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk assessment procedures
included:
•
•
•
•
•
•
•
•
Enquiry with management, those charged with governance and the Audit Committee, regarding any known or suspected instances
of fraud;
Obtaining an understanding of the Group’s policies and procedures relating to:
Detecting and responding to the risks of fraud; and
Internal controls established to mitigate risks related to fraud.
Review of minutes of meeting of those charged with governance for any known or suspected instances of fraud;
Discussion amongst the engagement team as to how and where fraud might occur in the financial statements;
Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material
misstatement due to fraud; and
Considering remuneration incentive schemes and performance targets and the related financial statement areas impacted by
these.
Based on our risk assessment, we considered the areas most susceptible to fraud to be revenue recognition and management override of
controls.
Our procedures in respect of the above included:
•
Testing a sample of journal entries throughout the year, which met a defined risk criteria, by agreeing to supporting
documentation;
41
Everyman Media Group PLC
Annual report and financial statements
Independent auditor's report to the members of Everyman Media Group PLC (cont.)
•
•
•
•
Testing a sample of journal entries posted as part of the financial statement preparation and consolidation process;
Performing testing to identify journal entries impacting revenue which did not follow the expected business process;
Reconciliation of revenue to receipts in the bank; and
Assessing significant estimates made by management for bias including those in relation to the Impairment of the carrying value
of cinema venues outlined in the Key audit matters section.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members who were all
deemed to have appropriate competence and capabilities and remained alert to any indications of fraud or non-compliance with laws and
regulations throughout the audit.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of
not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve
deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit
procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in
the financial statements, the less likely we are to become aware of it.
further
A
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
responsibilities
description
available
the
our
on
of
is
Financial Reporting Council’s website
at:
Use of our report
This report is made solely to the Parent Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006.
Our audit work has been undertaken so that we might state to the Parent Company’s members those matters we are required to state to
them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to
anyone other than the Parent Company and the Parent Company’s members as a body, for our audit work, for this report, or for the opinions
we have formed.
Daniel Henwood (Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory Auditor
Reading, UK
15 April 2024
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
42
Everyman Media Group PLC
Annual report and financial statements
Consolidated statement of profit and loss and other
comprehensive income for the year ended 28 December 2023
Revenue
Cost of sales
Gross profit
Other Operating Income
Administrative expenses
Operating (loss)/profit
Financial expenses
Loss before tax
Tax credit
Loss for the year
Other comprehensive income for the year
Total comprehensive income for the year
Basic loss per share (pence)
Diluted loss per share (pence)
All amounts relate to continuing activities.
Note
6
11
12
13
14
14
Year ended
Year ended
28 December
29 December
2023
£000
90,859
(32,724)
2022
£000
78,817
(28,338)
58,135
50,479
647
(58,834)
(52)
(5,449)
(5,501)
2,805
(2,696)
-
(2,696)
(2.96)
(2.96)
622
(50,699)
402
(3,906)
(3,504)
-
(3,504)
-
(3,504)
(3.84)
(3.84)
43
Everyman Media Group PLC
Annual report and financial statements
Non-GAAP measure: adjusted EBITDA
Adjusted EBITDA
Before:
Depreciation and amortisation
Loss on disposal of Property, Plant & Equipment
Impairment
Pre-opening expenses*
Exceptional**
Share-based payment expense
Operating (loss)/profit
Year ended
Year ended
28 December
29 December
2023
£000
16,180
15/18/19
(13,152)
15
20
31
(121)
(724)
(934)
(481)
(820)
(52)
2022
£000
14,527
(11,725)
(434)
-
(195)
(234)
(1,537)
402
*Pre-opening expenses mainly include venue staff costs (new venue preparation and staff training) and property expenses (such as
utilities, service charges and business rates) incurred prior to a new venue opening.
**Exceptional costs mainly relate to transaction-related costs pertaining to the acquisition of the Tivoli venues in Bath and Cheltenham, as
well as one-off reorganisational costs relating to certain Head Office teams.
44
Everyman Media Group PLC
Annual report and financial statements
Consolidated balance sheet at 28 December 2023
Registered in England and Wales
Company number: 08684079
Note
28 December
2023
£000
29 December
2022
£000
Assets
Non-current assets
Property, plant and equipment
Right-of-use assets
Intangible assets
Deferred tax assets
Trade and other receivables
Asset held for sale
Current assets
Inventories
Trade and other receivables
Cash and cash equivalents
Total assets
Liabilities
Current liabilities
Trade and other payables
Lease liabilities
Non-current liabilities
Loans and borrowings
Other provisions
Lease liabilities
Total liabilities
Net assets
Equity attributable to owners of the Company
Share capital
Share premium
Merger reserve
Other reserve
Retained earnings
Total equity
15
18
19
29
22
16
21
22
23
18
24
28
18
30
30
30
101,544
68,088
9,388
2,805
173
181,998
-
181,998
858
5,216
6,645
12,719
194,717
19,455
2,824
22,279
26,000
1,631
100,414
128,045
150,324
44,393
9,118
57,112
11,152
83
(33,072)
44,393
90,067
58,920
9,312
-
173
158,472
3,219
161,691
690
5,840
3,701
10,231
171,922
15,818
3,014
18,832
22,000
1,362
83,459
106,821
125,653
46,269
9,118
57,112
11,152
83
(31,196)
46,269
These financial statements were approved by the Board of Directors and authorised for issue on 15 April 2024 and signed on its behalf by:
Will Worsdell
Finance Director
45
Everyman Media Group PLC
Annual report and financial statements
Consolidated statement of changes in equity for the year ended 28 December 2023
Share
capital
£000
Share
premium
£000
Merger
reserve
£000
Other
reserve
£000
Retained
earnings
£000
Total
Equity
£000
Note
Balance at 30 December 2021
9,117
57,097
11,152
83
(29,229)
48,220
Loss for the year
Total comprehensive loss
Shares issued in the period
Share-based payments
Total transactions with owners of the parent
30
31
-
-
1
-
1
-
-
15
-
15
-
-
-
-
-
-
-
-
-
-
(3,504)
(3,504)
(3,504)
(3,504)
-
1,537
1,537
16
1,537
1,553
Balance at 29 December 2022
9,118
57,112
11,152
83
(31,196)
46,269
Loss for the year
Total comprehensive loss
-
-
-
-
Share-based payments
Total transactions with owners of the parent
31
-
-
-
-
-
-
-
-
(2,696)
(2,696)
(2,696)
(2,696)
820
820
820
820
Balance at 28 December 2023
9,118
57,112
11,152
83
(33,072)
44,393
46
28 December
2023
£000
29 December
2022
£000
Everyman Media Group PLC
Annual report and financial statements
Consolidated cash flow statement for the year ended 28 December 2023
Note
12
29
15,18,19
20
31
18
17
19
30
25
17
17
18
Cash flows from operating activities
Loss for the year
Adjustments for:
Financial expenses
Tax credit
Operating (loss)/profit
Depreciation and amortisation
Loss on disposal of property, plant and equipment
Impairment
Loss/(Gain) on lease modification
Share-based payment expense
Changes in working capital:
Decrease/ (Increase) in inventories
(Decrease)/Increase in trade and other receivables
(Decrease)/Increase in trade and other payables
Increase in provisions
Net cash generated from operating activities
Cash flows from investing activities
Proceeds from sale of assets
Business combinations
Acquisition of property, plant and equipment
Acquisition of intangible assets
Net cash used in investing activities
Cash flows from financing activities
Proceeds from the issuance of shares
Repayment of existing loan facility
Drawdown of bank borrowings
Lease payments – interest
Lease payments – capital
Landlord capital contributions received
Loan arrangement fees paid
Interest paid
Net cash generated (used in)/from financing activities
Net increase /(decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
(2,696)
5,449
(2,805)
(52)
13,152
122
724
15
820
14,781
(168)
850
2,423
-
17,886
6,490
(1,250)
(18,586)
(829)
(14,175)
-
(24,000)
28,000
(3,410)
(3,103)
4,054
(263)
(2,045)
(767)
2,944
3,701
6,645
The Group had £9,000,000 of undrawn funds available of a £35,000,000 facility (2022: £18,000,000 of a £40,000,000 facility) at the year
end
(3,504)
3,906
-
402
11,725
434
-
(99)
1,537
13,999
21
(187)
(1,658)
(378)
11,797
-
-
(18,884)
(1,058)
(19,942)
16
-
9,500
(2,851)
(3,210)
5,005
-
(854)
7,606
(539)
4,240
3,701
47
Everyman Media Group PLC
Annual report and financial statements
Notes to the financial statements
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. Everyman Media Group PLC (the Company) is a public company limited by shares registered, domiciled and incorporated in
England and Wales, in the United Kingdom (registered number 08684079). The address of its registered office is Studio 4, 2 Downshire Hill,
London NW3 1NR. All trade takes place in the United Kingdom.
2 Basis of preparation and accounting policies
The consolidated financial statements of the Group have been prepared in accordance with UK adopted International Accounting Standards.
The financial statements are prepared on the historical cost basis.
The preparation of financial statements in compliance with UK adopted International Accounting Standards requires the use of certain
critical accounting estimates, it also requires Group management to exercise judgements and estimates in preparing the financial
statements. Their effects are disclosed in the notes below.
The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in these Group
financial statements. The Group prepares its financial statements on a 52/53 week basis. The year end date is determined by the 52nd
Thursday in the year. A 53rd week is reported where the year end date is no longer aligned with 7 days either side of 31st December. The
year ended 28 December 2023 is a 52-week period as is the comparative year.
Amounts are rounded to the nearest thousand, unless otherwise stated.
Business combinations
On 14 December 2023 the Group acquired the trade and assets of T4051 Limited, being the Tivoli cinemas in Bath and Cheltenham, from the
Empire Cinemas administration process. As the Group obtained control through payment of cash consideration, the transaction has been
presented under the scope of IFRS 3 (Business Combinations).
The application of IFRS 3 has resulted in the acquisition of property, plant and equipment, lease liabilities and corresponding right of use
assets. Further details are outlined in Note 17.
At the acquisition date, the Group classified the identifiable assets acquired and liabilities assumed by applying appropriate IFRSs. The
Group made those classifications on the basis of the contractual terms, economic conditions and accounting policies as they existed at the
acquisition date.
Going concern
Current trading is in line with management expectations. Given the increased number of wide releases year-on-year, commitment to the
theatrical window from distributors and new investment from streamers in content for cinema, management expect admissions to continue
to recover towards pre-pandemic levels. Paid for Average Ticket Price and Spend per Head have continued to grow steadily despite well-
publicised concerns over consumer spends.
Banking
On 17 August 2023, the Group signed a new three-year loan facility of £35m with Barclays Bank Plc and National Westminster Bank Plc,
repayable on 16 August 2026. The facility is extendable by up to a further two years, subject to lender consent. This Group facility agreement
is available to the Company.
At the end of the year, the Company had drawn down £26.0m on its facilities and held £6.6m in cash; the undrawn facility was therefore
£9m and net banking debt £19.4m.
The new RCF has leverage and fixed charge cover covenants. The Board has reviewed forecast scenarios and is confident that the business
can continue to operate with sufficient headroom. These forecasts consider scenarios in which there is no further growth in admissions
beyond 2023 levels and include realistic assumptions around wage increases and inflation. Utilities contracts have been fixed for a year
from 1st November 2023 and rates achieved on both gas and electricity are in line with management expectations and forecasts.
In light of this, the Board consider it appropriate to adopt the going concern basis of accounting in preparing the financial statements.
48
Everyman Media Group PLC
Annual report and financial statements
Notes on the financial statements (continued)
2 Basis of preparation and accounting policies (continued)
Going Concern (continued)
Base case Scenario
The period forecast is up to 30 April 2025.
The forecast assumes that admissions grow in line with the new venue pipeline. 3 new venues are assumed to open in 2024, in Bury St
Edmunds, Stratford (London) and Cambridge. The forecast also assumes the opening of new venues in Durham and Brentford Lock in the
first quarter of 2025, and includes corresponding capital investment for all aforementioned venues aside from Durham, which is fully built.
Increases in forecasts costs reflect the current inflationary environment.
In this scenario the Group maintains significant headroom in its banking facilities.
Stress testing
The Board considers budget assumptions on admissions to be very conservative, particularly in light of current trading, the improving
consumer environment and additional investment in customer acquisition. A reduction in admissions of 6% during 2024 and 2025 has been
modelled. This scenario would cause a breach in the Adjusted Leverage covenant in August and September 2024.
If such a scenario were to occur, Management would be able to temporarily reduce administrative expenditure to increase EBITDA and avoid
a breach, without material impact to the Group’s operations and the quality of customer experience. The Group also has the ability to delay
the deployment of capital expenditure. In this scenario, the Group would remain compliant with the Fixed Charge Cover covenant.
The Directors believe that the Group is well-placed to manage its financing and other business risks satisfactorily and have a reasonable
expectation that the Group will have adequate resources to continue in operation for at least 12 months from the signing date of these
consolidated financial statements.
The Board considers that a 6% reduction in budgeted admissions is very unlikely, particularly in light of business performance in the first
quarter of 2024. As a result, the Board does not believe this to represent a material uncertainty, and therefore consider it appropriate to
adopt the going concern basis of accounting in preparing the financial statements.
Use of non-GAAP profit and loss measures
The Group believes that along with operating profit, adjusted EBITDA provides additional guidance to the statutory measures of the
performance of the business during the financial year. The reconciliation between operating loss and adjusted EBITDA is shown on page 44.
Adjusted EBITDA is calculated by adding back depreciation, amortisation, profit or loss on disposal of Property, Plant & Equipment, pre-
opening expenses and certain non-recurring or non-cash items. Adjusted EBITDA is an internal measure used by management as they believe
it better reflects the underlying performance of the Group beyond generally accepted accounting principles.
Exceptional items that have been added back when calculating adjusted EBITDA relate to restructuring costs within the Head Office team
and acquisition costs.
Basis of consolidation
Where the Group has power, either directly or indirectly 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 balance sheet at 28
December 2023 incorporates the results of all subsidiaries of the Group for all years and periods, as set out in the basis of preparation.
Intra-Group balances and transactions, and any unrealised income and expenses arising from intra-Group transactions, are eliminated.
Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.
The consolidated financial statements include the results of the Company and all its subsidiary undertakings made up to the same accounting
date.
49
Everyman Media Group PLC
Annual report and financial statements
Notes on the financial statements (continued)
2 Basis of preparation and accounting policies (continued)
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 1 Ordinary share of 10 pence in Everyman Media Group PLC for 1 Ordinary share of 10 pence in Everyman Media Holdings
Limited (previously, Everyman Media Group Limited), the previous holding company for the Group. The value of 1 share in the Company was
equivalent to the value of 1 share in Everyman Media Holdings Limited.
The accounting treatment for group reorganisations is presented under the scope of IFRS 3. The introduction of the new holding company
was accounted for as a capital reorganisation using the principles of reverse acquisition accounting under IFRS 3. Therefore, the consolidated
financial statements are presented as if Everyman Media Group 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 in Group capital and reserves which has been classified as a merger
reserve and included in the Group’s shareholders’ funds.
The Company recognised the value of its investment in Everyman Media Holdings Limited at fair value based on 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.
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.
Most of the Group’s revenue is derived from the sale of tickets for film admissions and the sale of food and beverage, and therefore the
amount of revenue earned is determined by reference to the prices of those items. 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 as this is the time the performance obligations have been met.
Bookings, gift cards 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 obligation.
Contractual-based revenue from Everywhere (unlimited tickets) memberships is initially classified as deferred revenue and subsequently
recognised on a straight-line basis over the year. Revenue from Everyman and Everyicon is classified as deferred revenue and subsequently
recognised in line with ticket usage. Advertising revenue is recognised at the point the advertisement is shown in the cinemas.
Fees charged for advanced bookings of tickets is recognised at the point when the tickets are purchased.
Goodwill
Goodwill is stated at cost less any accumulated impairment losses. Goodwill is allocated to cash-generating units and is not amortised but
is tested annually for impairment. Goodwill represents the excess of the costs of a business combination over the acquisition date fair values
of the identifiable assets, liabilities and contingent liabilities acquired. Goodwill is capitalised as an intangible asset.
The recoverable amount of an asset or cash-generating unit (CGU) is the greater of its value-in-use and its fair value less costs to sell. In
assessing value-in-use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects
current market assessments of the time value of money and the risks specific to the asset. For the purpose of impairment testing, assets
that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use
that are largely independent of the cash inflows of other assets or groups of assets (the CGU), this is usually an individual cinema venue.
The goodwill acquired in a business combination, for the purpose of impairment testing, is allocated to CGUs. Subject to an operating
segment ceiling test, for the purposes of goodwill impairment testing, CGUs to which goodwill has been allocated are aggregated so that
the level at which impairment is tested reflects the lowest level at which goodwill is monitored for internal reporting purposes. Goodwill
acquired in a business combination is allocated to groups of CGUs that are expected to benefit from the synergies of the combination.
An impairment loss is recognised if the carrying amount of an asset or its CGU exceeds its estimated recoverable amount. Impairment losses
are recognised in the profit and loss. Impairment losses recognised in respect of CGUs are allocated first to reduce the carrying amount of
any goodwill allocated to the units, and then to reduce the carrying amounts of the other assets in the unit/group of units on a pro-rata
basis. Once goodwill has been impaired, the impairment cannot be reversed in future periods.
50
Everyman Media Group PLC
Annual report and financial statements
Notes on the financial statements (continued)
2 Basis of preparation and accounting policies (continued)
Property, plant and equipment
Items of property, plant and equipment are recognised at cost less accumulated depreciation and accumulated impairment losses. 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. The estimated useful lives are as follows:
Freehold properties
Leasehold improvements
Plant and machinery
Fixtures and fittings
- 50 years
- straight line on cost over the remaining life of the lease
- 5 years
- 8 years
Impairment
The carrying amounts of the Group’s assets are reviewed at each Balance Sheet date to determine whether there is any indication of
impairment. If any such indication exists, the asset’s recoverable amount is estimated. For goodwill assets that have an indefinite useful
economic life, the recoverable amount is estimated at each Balance Sheet date.
An impairment loss is recognised whenever the carrying amount of an asset or its cash-generating unit (‘CGU’) exceeds its recoverable
amount. Impairment losses are recognised in the Consolidated Statement of Profit or Loss.
Impairment losses recognised in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to CGUs and
then to reduce the carrying amount of the other assets in the unit on a pro-rata basis.
A CGU is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other
assets or groups of assets and relates to an individual cinema venue.
Non-current assets held for sale
During the year ended 29 December 2022 the policy applied was that non-current assets are classified as held for sale when:
They are available for immediate sale
•
• Management is committed to a plan to sell
•
•
•
•
It is unlikely that significant changes to the plan will be made or that the plan will be withdrawn
An active programme to locate a buyer has been initiated
The asset or disposal group is being marketed at a reasonable price in relation to its fair value, and
A sale is expected to complete within 12 months from the date of classification.
Non-current assets classified as held for sale are measured at the lower of:
•
•
Their carrying amount immediately prior to being classified as held for sale; and
Fair value less costs of disposal.
Following their classification as held for sale, non-current assets are not depreciated.
51
Everyman Media Group PLC
Annual report and financial statements
Notes on the financial statements (continued)
2 Basis of preparation and accounting policies (continued)
Provisions
A provision is recognised in the balance sheet when the Group has a present legal or constructive obligation as a result of a past event, that can
be reliably measured and it is probable that an outflow of economic benefits will be required to settle the obligation. Lease dilapidation provisions
are recognised when entering into a lease where an obligation is created. This obligation may be to return the leasehold property to its original
state at the end of the lease in accordance with the lease terms. Leasehold dilapidations are recognised at the net present value and discounted
over the remaining lease period.
Leases
At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys
the right to control the use of an identified asset for a period of time in exchange for consideration. The majority of leases entered into determine
the lease commencement to be dependent on the date in which access to the property is provided by the landlord, at this point we assess the
Group gains control.
To assess whether a contract conveys the right to control the use an identified asset, the Group assesses whether:
•
•
•
the contract involves the use of an identified asset (this may be specified explicitly or implicitly, and should be physically distinct or
represent substantially all of the capacity of a physically distinct asset). If the supplier has a substantive substitution right, then the
asset is not identified;
the Group has the right to obtain substantially all of the economic benefits from use of the asset throughout the period of use; and
the Group has the right to direct the use of the asset. The Group has this right when it has the decision-making rights that are most
relevant to changing how and for what purpose the asset is used.
At inception or on reassessment of a contract that contains a lease component, the Group allocates the consideration in the contract to each
lease component on the basis of their relative stand-alone prices.
Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term, with the discount rate
determined by reference to the rate inherent in the lease unless (as is typically the case) this is not readily determinable, in which case the
Group’s incremental borrowing rate on commencement of the lease is used, the incremental borrowing rate is most commonly used in the Groups
recognition of leases.
Right of use assets are initially measured at the amount of the lease liability, reduced for any lease incentives received, and increased for:
•
•
•
lease payments made at or before commencement of the lease;
initial direct costs incurred; and
the amount of any provision recognised where the Group is contractually required to dismantle, remove or restore the leased asset
(typically leasehold dilapidations – see note 28).
Subsequent to initial measurement lease liabilities increase as a result of interest charged at a constant rate on the balance outstanding and are
reduced for lease payments made. Right-of-use assets are amortised on a straight-line basis over the remaining term of the lease.
If the Group revises its estimate of the term of any lease it adjusts the carrying amount of the lease liability to reflect the payments to make over
the revised term, which are discounted using a revised discount rate. An equivalent adjustment is made to the carrying value of the right-of-use
asset, with the revised carrying amount being amortised over the remaining (revised) lease term. If the carrying amount of the right-of-use asset
is adjusted to zero, any further reduction is recognised in profit or loss.
52
Everyman Media Group PLC
Annual report and financial statements
Notes on the financial statements (continued)
2 Basis of preparation and accounting policies (continued)
Leases (continued)
Sale and Leaseback transactions
The Group has entered into two sale and leaseback transactions during the year where the Group transferred an property to another entity
and leased the property back from the buyer-lessor. In both cases a sale was deemed to have taken place and the Group de-recognised the
underlying asset and applied the lessee accounting model to the leaseback arrangement. A right-of-use asset is recognised based on the
retained portion of the previous carrying amount of the asset and only the gain or loss is recognised related to the rights which are transferred
to the lessor.
Immediately before the initial classification of the asset as held for sale, the carrying amount of the asset will be measured in accordance
with applicable IFRSs. The Group has previously held freehold assets which were later classified as assets held for sale.
Assets that are classified as held for sale are measured at the lower of carrying amount and fair value less costs to sell (fair value less costs
to distribute in the case of assets classified as held for distribution to owners).
Impairment must be considered both at the time of classification as held for sale and subsequently:
•
•
At the time of classification as held for sale. Immediately prior to classifying an asset or disposal group as held for sale,
impairment is measured and recognised in accordance with the applicable IFRSs. Any impairment loss is recognised in profit or
loss unless the asset had been measured at revalued amount under IAS 16 or IAS 38, in which case the impairment is treated as
a revaluation decrease.
After classification as held for sale. Calculate any impairment loss based on the difference between the adjusted carrying
amounts of the asset/disposal group and fair value less costs to sell. Any impairment loss that arises by using the measurement
principles in IFRS 5 would be recognised in profit or loss.
No impairment indicators were present at the time of the asset being held for sale, or subsequently after the asset was held for sale.
Therefore, the Group have no impairment losses recognised against the carrying amount of the Freehold property. Non-current assets or
disposal groups that are classified as held for sale are not depreciated.
Leaseback
On initial recognition, the Group measures the right of use assets as a proportion of the carrying amount of the underlying asset. The lease
liabilities are recorded in adherence to the above principles on lease recognition. The Group considers that the cash received for sale and
leaseback, up to the fair value of the underlying asset, relates to the disposal of the asset and is presented in the statement of cash flows
as an investing cash flow.
53
Everyman Media Group PLC
Annual report and financial statements
Notes on the financial statements (continued)
2 Basis of preparation and accounting policies (continued)
When the lease liability is remeasured, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded
in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
Taxation
Tax on the profit and loss for the year comprises current and deferred tax. Tax is recognised in the profit and loss except to the extent that
it relates to items recognised directly in equity, in which case it is recognised in equity. Current tax is the expected tax payable or receivable
on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment
to tax payable in respect of previous years.
Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the consolidated balance sheet 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 nor taxable profit.
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.
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.
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.
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.
Operating segments
The Board, the chief operating decision maker, considers that the Group’s primary activity constitutes one reporting segment, as defined
under IFRS8.
The total profit measures are operating profit and profit for the year, both disclosed on the face of the consolidated profit and loss. 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 tickets, sale of food and beverages and ancillary income, an analysis of which appears in the
notes below. All revenues are wholly generated within the UK. Accordingly, there are no additional disclosures provided to the financial
information.
Pre-opening expenses
Overhead expenses incurred prior to a new site opening are expensed to the profit and loss 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, right-of-use depreciation and financing expenses.
54
Everyman Media Group PLC
Annual report and financial statements
Notes on the financial statements (continued)
2 Basis of preparation and accounting policies (continued)
Employee benefits
Defined contribution plans
A defined contribution plan is a post-employment benefit plan under which the company pays fixed contributions into a separate entity and
will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution pension plans are
recognised as an expense in the profit and loss in the periods during which services are rendered by employees.
Share-based payments
Certain employees (including Directors and senior executives) of the Group receive remuneration in the form of equity-settled share-based
payment transactions, whereby employees render services as consideration for equity instruments (equity-settled transactions, through the
Growth Share Scheme, Approved and Unapproved Options Schemes). The cost of share-based payments is recharged by the Company to
subsidiary undertakings in proportion to the services recognised.
Equity-settled share based schemes are measured at fair value, excluding the effect of non-market based vesting conditions, 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 has been 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.
55
Everyman Media Group PLC
Annual report and financial statements
Notes on the financial statements (continued)
3 Financial Instruments
The Group is exposed through its operations to the following financial risks:
•
•
•
Credit risk
Interest rate risk
Liquidity Risk
In common with all other businesses, the Group is exposed to risks that arise from its use of financial instruments. This note describes the
Group's objectives, policies and processes for managing those risks and the methods used to measure them. Further quantitative information
in respect of these risks is presented throughout these financial statements.
There have been no substantive changes in the Group's exposure to financial instrument risks, it’s objectives, policies and processes for
managing those risks or the methods used to measure them from previous periods unless otherwise stated in this note.
The principal financial instruments used by the Group, from which financial instrument risk arises are as follows:
•
•
•
•
Trade receivables
Cash and cash equivalents
Trade and other payables
Floating rate bank revolving credit facilities and lease liabilities
Financial assets
All the Group’s financial assets are subsequently accounted for at amortised cost. These assets arise principally from the provision of goods
and services to customers (e.g. trade receivables), but also incorporate other types of financial assets where the objective is to hold these
assets in order to collect contractual cash flows and the contractual cash flows are solely payments of principal and interest. They are
initially recognised at fair value plus transaction 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 for trade receivables are recognised based on the simplified approach within IFRS 9 using a provision matrix in the
determination of the lifetime expected credit losses. During this process the probability of the non-payment of the trade receivables is
assessed. This probability is then multiplied by the amount of the expected loss arising from default to determine the lifetime expected
credit loss for the trade receivables. For trade receivables, which are reported net, such provisions are recorded in a separate provision
account with the loss being recognised in profit or loss. On confirmation that the trade receivable will not be collectable, the gross carrying
value of the asset is written off against the associated provision.
The Group's financial assets measured at amortised cost comprise trade and other receivables and cash and cash equivalents in the
consolidated balance sheet.
Cash and cash equivalents comprise cash balances, call deposits and cash amounts in transit due from credit cards which are settled within
seven days from the date of the reporting period. Bank overdrafts that are repayable on demand and form an integral part of the Group’s
cash management are included as a component of cash and cash equivalents for the purpose only of the Statement of Cash Flows.
Financial liabilities and equity
Financial instruments issued by the Group are treated as equity only to the extent that they meet the following conditions:
•
They include no contractual obligations upon the Group to deliver cash or other financial assets or to exchange financial assets
or financial liabilities with another party under conditions that are potentially unfavourable to the Group
• Where the instruments may be settled in the Group’s own equity instruments, they are either a non-derivative that include no
obligation to deliver a variable number of the Group’s own equity instruments or they are a derivative that will be settled by the
Group exchanging a fixed amount of cash or other financial assets for a fixed number of its own equity instruments.
56
Everyman Media Group PLC
Annual report and financial statements
Notes on the financial statements (continued)
3 Financial Instruments – Risk Management (continued)
To the extent that this definition is not met, the proceeds of issue are classified as a financial liability and initially recognised at fair value
net of any transaction costs directly attributable. Such interest-bearing liabilities are subsequently measured at amortised cost using the
effective interest rate method, which ensures that any interest expense over the period to repayment is at a constant rate on the balance of
the liability carried in the consolidated statement of financial position. For the purposes of each financial liability, interest expense includes
initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.
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 mainly exposed to credit risk from credit sales. It is Group policy, to assess the credit risk of new customers before
entering material contracts.
Credit risk also arises from cash and cash equivalents and deposits with banks and financial institutions. For banks and financial institutions,
only independently rated parties with minimum rating "A" are accepted.
Further disclosures regarding trade and other receivables, which are neither past due nor impaired, are provided in note 27.
Interest rate risk
The Group is exposed to cash flow interest rate risk from its revolving credit facility at variable rates. During 2023 and 2022, the Group's
borrowings at variable rate were denominated in GBP.
The Group analyses the interest rate exposure on a monthly basis. A sensitivity analysis is performed by applying various reasonable
expectations on rate changes to the expected facility drawdown.
Liquidity Risk
Liquidity risk arises from the Group's management of working capital and the finance charges and principal repayments on its debt
instruments. 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.
The Board receives rolling 12-month cash flow projections on a monthly basis as well as information regarding cash balances. At the end of
the financial year, these projections indicated that the Group expected to have sufficient liquid resources to meet its obligations under all
reasonably expected circumstances, through utilisation of its revolving credit facility.
4 Changes in accounting policies
New standards, interpretations and amendments adopted from 1 January 2023
There are a number of standards, amendments to standards, and interpretations which have been issued by the IASB that are effective in
future accounting periods that the Group has decided not to adopt early.
The following amendments are effective for the period beginning 1 January 2023:
•
•
•
•
IFRS 17 Insurance Contracts;
Disclosure of Accounting Policies (Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2
Making Materiality Judgements);
Definition of Accounting Estimates (Amendments to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors); and
Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12 Income Taxes).
The following amendments are effective for the period beginning 1 January 2024:
•
•
•
IFRS 16 Leases (Amendment – Liability in a Sale and Leaseback);
IAS 1 Presentation of Financial Statements (Amendment – Classification of Liabilities as Current or Non-Current)
IAS 1 Presentation of Financial Statements (Amendment – Non-Current Liabilities with Covenants)
The following amendments are effective for the period beginning 1 January 2025:
•
Lack of Exchangeability (Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates)
The Group does not expect any other standards issued, but not yet effective, to have a material impact on the Group.
57
Everyman Media Group PLC
Annual report and financial statements
Notes on the financial statements (continued)
5 Critical accounting estimates and judgements
The Group makes certain estimates and assumptions regarding the future. Estimates and judgements are continually evaluated based on
historical experience and other factors, including 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. The estimates and assumptions that have a significant
risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
Impairment of cinemas
The Group determines whether the above are impaired when impairment indicators exist or based on the annual impairment assessment.
The annual assessment requires an estimate of the value in use of the CGUs to which the intangible and tangible fixed assets are allocated,
which is predominantly at the individual cinema site level.
Estimating the value in use requires the Group to make an estimate of the expected future cash flows from each cinema and discount these
to their net present value at an appropriate discount rate. All venues are located in the UK and therefore a single discount rate has been
used for all CGUs. The resulting calculation is sensitive to the assumptions in respect of future cash flows and the discount rate applied.
The Directors consider that the assumptions made represent their best estimate of the future cash flows generated by the CGUs and that
the discount rates used are appropriate given the risks associated with the specific cash flows. A sensitivity analysis has been performed
over the estimates (see Note 19).
Lease dilapidations
Future costs of repair and reinstatement obligations have been estimated by management using quotes or historical costs incurred for similar
work and judgement based on experience and technical knowledge of employees with detailed knowledge of the premises and experience
managing the estate. The costs are reviewed at least annually and updated based on physical inspections performed periodically.
Deferred Tax Assets
The Group recognizes deferred tax assets to the extent that it is probable that future taxable profits will be available against which temporary
differences can be utilised. The recognition of deferred tax assets based on future taxable profits requires significant management judgment
and estimation.
In assessing the probability of future taxable profits, management considers historical profitability, forecasts, and business plans. These
assessments are based on various factors including, but not limited to, expected future market conditions, industry trends, regulatory
environment, and specific operational strategies.
The Company regularly reviews its forecasts and projections to assess the likelihood of future taxable profits and adjusts the recognition of
Deferred Tax assets accordingly. However, actual results may differ from these forecasts due to changes in economic conditions, market
dynamics, or other unforeseen events.
Incremental borrowing rate
The Group determines the incremental borrowing rates used to discount lease payments for the purpose of measuring the lease liability and
right-of-use asset under IFRS 16, Leases. The determination of incremental borrowing rates involves significant judgment and estimation by
management. Key factors considered are the nature and term of lease, market conditions and availability of comparable financing.
58
Everyman Media Group PLC
Annual report and financial statements
Notes on the financial statements (continued)
6 Revenue
Film and entertainment
Food and beverages
Venue Hire, Advertising and
Membership Income
Year ended
Year ended
28 December
29 December
2023
£000
44,718
38,563
7,578
90,859
2022
£000
39,764
32,250
6,803
78,817
All trade takes place in the United Kingdom.
The following provides information about opening and closing receivables, contract assets and liabilities from contracts with customers.
Contract balances
Trade receivables
Deferred income
28 December
29 December
2023
£000
1,565
4,330
2022
£000
3,308
4,143
Deferred income relates to advanced consideration received from customers in respect of memberships, gift cards and advanced
screenings.
7 Loss before taxation
Loss before taxation is stated after charging:
Depreciation of tangible assets
Amortisation of right-of-use assets
Amortisation of intangible assets
Loss on disposal of property, plant and equipment
Operating lease income
Share-based payment expense
Impairment
Year ended
Year ended
28 December
29 December
2023
£000
8,808
3,591
753
121
-
820
724
2022
£000
7,721
3,342
662
434
(57)
1,537
-
59
Everyman Media Group PLC
Annual report and financial statements
Notes on the financial statements (continued)
8 Staff numbers and employment costs
The average number of employees (including Directors) during the year, analysed by category, was as follows:
Management
Operations
28 December
29 December
2023
Number
2022
Number
252
1,180
1,432
222
1,032
1,254
At the year end the number of employees (including Directors) was 1,689 (2022: 1,380). Management staff represent all full-time
employees in the Group.
Wages and salaries
Social security costs
Pension costs
Share-based payment expense
Year ended
Year ended
28 December
29 December
2023
£000
22,800
1,809
356
820
25,785
2022
£000
20,374
1,718
306
1,537
23,935
There were pension liabilities outstanding as at 28 December 2023 of £81,000 (29 December 2022: £62,000).
9 Directors' remuneration
The remuneration of the Directors, who are the key management personnel of the Group, is set out below in aggregate for each of the
categories specified in IAS24 Related Party Disclosures:
Salaries/fees
Bonuses
Other benefits
Pension contributions
Share-based payment expense
Year ended
Year ended
28 December
29 December
2023
£000
815
-
7
17
839
662
2022
£000
807
88
22
14
931
869
1,501
1,800
60
Everyman Media Group PLC
Annual report and financial statements
Notes on the financial statements (continued)
9 Directors' remuneration (continued)
Information regarding the highest paid Director is as follows:
Salaries/fees
Bonuses
Other benefits
Pension contributions
Share-based payment expense
Year ended
Year ended
28 December
29 December
2023
£000
312
-
6
10
328
368
696
2022
£000
294
44
21
10
369
598
967
Directors remuneration for each Director is disclosed in the Remuneration Committee report. The costs relating to the Directors remuneration are
incurred by Everyman Media Limited for the wider Group. No Directors exercised options over shares in the Company during the year (2022: None).
10 Auditor's remuneration
Fees payable to the Group's auditor for:
Audit of the Company’s financial statements
Audit of the subsidiary undertakings of the Company
11 Other Operating Income
Business Grants
Landlord compensation
12 Financial expenses
Interest on bank loans
Bank loan arrangement fees
Interest on lease liabilities
Revaluation of dilapidations
Interest on dilapidations provision
Year ended
Year ended
28 December
29 December
2023
£000
36
161
197
2022
£000
24
159
183
Year ended
28 December
2023
£’000
Year ended
29 December
2022
£’000
-
647
647
155
467
622
Year ended
Year ended
28 December
29 December
2023
£000
1,934
148
3,409
(50)
8
5,449
2022
£000
983
60
2,851
-
12
3,906
61
Everyman Media Group PLC
Annual report and financial statements
Notes on the financial statements (continued)
13 Taxation
Deferred tax credit
Origination and reversal of temporary differences
Total tax credit
Year ended
28 December
2023
£000
(2,805)
(2,805)
Year ended
29 December
2022
£000
-
-
The reasons for the difference between the actual tax credit for the period and the standard rate of corporation tax in the United Kingdom
applied to the loss for the year are as follows:
Reconciliation of effective tax rate
Loss before tax
Tax at the UK corporation tax rate of 23.5% (2022:19.00%)
Permanent differences (expenses not deductible for tax purposes)
Impact of difference in overseas tax rates
De-recognition of losses
Effect of change in expected future statutory rates on deferred tax
Tax losses/temp. differences of deferred tax previously unrecognised
Total tax credit
Year ended
28 December
2023
Year ended
29 December
2022
£000
(5,501)
(1,293)
1,313
3
-
(196)
(2,632)
(2,805)
£000
(3,504)
(666)
840
-
32
(206)
-
-
An increase in the UK corporation rate from 19% to 25% (effective 1 April 2023) was substantively enacted on 24 May 2021. This change
is reflected in the charge for the period.
14 Earnings per share
Year ended
28 December
2023
Year ended
29 December
2022
Loss used in calculating basic and diluted earnings per share (£000)
(2,696)
(3,504)
Number of shares (000's)
Weighted average number of shares for the purpose of basic earnings per share
91,178
91,178
Number of shares (000's)
Weighted average number of shares for the purpose of diluted earnings per share
91,178
91,178
Basic loss per share (pence)
Diluted loss per share (pence)
(2.96)
(2.96)
(3.84)
(3.84)
62
Everyman Media Group PLC
Annual report and financial statements
Notes on the financial statements (continued)
14 Earnings per share (continued)
Issued at beginning of the year
Share options exercised
Weighted average number of shares at end of the year
Weighted average number of shares for the purpose of diluted
earnings per share
Basic weighted average number of shares
Effect of share options in issue
Weighted average number of shares at end of the year
28 December
29 December
2023
Weighted average
no. 000's
2022
Weighted
average
no. 000's
91,178
-
91,178
91,178
-
91,178
91,163
15
91,178
91,178
-
91,178
Basic earnings per share values are calculated by dividing net loss for the year attributable to Ordinary equity holders of the parent by the
weighted average number of Ordinary shares outstanding during the year. The shares issued in the year in the above table reflect the weighted
number of shares rather than the actual number of shares issued.
The Company has 7.2m potentially issuable Ordinary shares (2022: 7.0m) all of which relate to the potential dilution from share options issued to
the Directors and certain employees and contractors, under the Group’s incentive arrangements. In the current year these options are anti-dilutive
as they would reduce the loss per share and so haven’t been included in the diluted earnings per share.
The Company made a post-tax profit for the year of £1,365,000 (2022: £2,029,000).
63
Everyman Media Group PLC
Annual report and financial statements
Notes on the financial statements (continued)
15 Property, plant and equipment
Land &
Leasehold
Plant &
Fixtures &
Assets under
Buildings
improvements machinery
£000
£000
£000
Fittings
£000
construction
£000
76,178
12,570
977
(648)
7,950
830
(284)
3,060
-
-
84,457
16,176
613
1,232
(210)
8,372
3,023
97,487
16,470
3,850
-
(523)
19,797
4,197
390
(95)
65
1,065
389
-
1,600
38
19,268
7,360
2,536
-
(129)
9,767
2,743
13
-
-
24,354
12,523
9,179
406
(425)
4,433
-
13,593
786
326
(15)
5,977
125
20,792
4,434
1,293
-
(271)
5,456
1,860
13
(13)
-
7,316
5,863
16,102
-
(15,443)
-
6,522
17,617
-
-
(15,949)
-
8,190
-
-
-
-
-
-
-
-
-
-
Total
£000
110,319
19,593
(1,357)
-
(3,398)
125,157
20,081
1,947
(1,448)
-
-
145,737
28,471
7,721
(179)
(923)
35,090
8,808
416
(121)
-
44,193
Cost
At 30 December 2021
Acquired in the year
Disposals
Transfer on completion
Re-classified to non-
current assets held for
sale
At 29 December 2022
Acquired in the year
Acquired in business
combination
Disposals
Transfer on completion
Transfer on sale of
freehold*
At 28 December 2023
Depreciation
At 30 December 2021
Charge for the year
Re-classified to non-
current assets held for
sale
On Disposals
At 29 December 2022
Charge for the year
Impairment
On Disposals
Transfer on sale of
freehold
At 28 December 2023
Net book value
At 28 December 2023
6,529
1,278
-
-
(3,398)
4,409
-
-
(1,223)
-
(3,186)
-
207
42
(179)
-
70
8
-
(13)
(65)
-
-
73,133
6,745
13,476
8,190
101,544
At 29 December 2022
4,339
64,660
6,409
8,137
6,522
90,067
At 30 December 2021
6,322
59,708
5,210
4,745
5,863
81,848
*Transfer on sale of freehold relates to a reclassification of assets retained after the sale and leaseback of Crystal palace freehold. Refer to
note 18 for further details.
For impairment considerations of tangible fixed assets this was considered using the value in use basis disclosed in Note 19.
64
Everyman Media Group PLC
Annual report and financial statements
Notes on the financial statements (continued)
16 Non-current assets held for sale
General description:
In September 2022, the board announced its intention to sell the Freehold Investment property, 25 Church Road, London SE19 2TE to a
suitable buyer. Therefore, as at 1 October 2022, the property was no longer depreciated and was re-classified as held for sale.
The property is owned by ECPEE Limited, a subsidiary of the Group.
The sale and leaseback of 25 Church Road, London SE19 2TE was concluded through exchange of contracts on 16 January 2023 with a
suitable buyer. The sale was concluded with a sale price of £3,900,000.
Assets and liabilities held for sale:
Freehold property
Assets held for sale
28 December
2023
£’000
29 December
2022
£’000
-
-
3,219
3,219
The freehold property transferred from Property, plant and equipment to assets held for sale was valued immediately before the transfer,
using a fair market value carried out by external qualified valuers. Fair value less cost to sell was higher than net book value and consequently
no impairment charge is required.
17 Business combinations
On 14 December 2023, the Group acquired the trade and assets of the Tivoli cinemas in Bath and Cheltenham from the Empire Cinemas
administration process through the transfer of £1.25m cash on the completion date. The principal reason for the acquisition was to secure
two additional cinemas in desirable locations.
Details of the fair value of identifiable assets and liabilities acquired are as follows (note that fair value was not used as the measurement
basis for assets and liabilities that require a different basis, which includes leases):
Leases
Right of use
Property, plant and equipment
Net assets
Book Value
£’000
(7,369)
6,672
6,168
5,471
Adjustment
£’000
-
-
(4,221)
(4,221)
Fair value
£’000
(7,369)
6,672
1,947
1,250
Acquisition costs of £277,000 arose as a result of the transaction. These have been recognised as part of administrative expenses in the
statement of comprehensive income.
65
Everyman Media Group PLC
Annual report and financial statements
Notes on the financial statements (continued)
18 Leases
Nature of leasing activities
The Group leases all properties in the towns and cities from which it operates. In some locations, depending on the lease contract signed, the lease
payments may increase each year by inflation or and in others they are reset periodically to market rental rates. For some property leases the
periodic rent is fixed over the lease term. The Group also leases certain vehicles. Leases of vehicles comprise only fixed payments over the lease
terms.
The percentages in the table below reflect the current proportions of lease payments that are either fixed or variable. The sensitivity reflects the
impact on the carrying amount of lease liabilities and right-of-use assets if there was an uplift of 5% on the balance sheet date to lease payments
that are variable.
28 December 2023
Property leases with payments linked to inflation
Property leases with periodic uplifts to market rentals
Property leases with fixed payments
Vehicle leases
Lease
contract
No.
22
23
5
4
54
Fixed
payments
%
-
-
10%
1%
11%
Variable
payments
%
61%
28%
-
-
89%
Sensitivity
(+/-)
£’000
2,854
1,745
-
-
4,599
During 2023 the Group entered into four property leases for new venues for a period of 25 years each. The leases had not commenced by the year
end and as a result, a lease liability and right-of-use asset have not been recognised at 28 December 2023. The aggregate future cash outflows to
which the Group is exposed in respect of these contracts is fixed payments of £778,000 per year for the next 5 years, with upward only rent reviews
every 5 years.
29 December 2022
Property leases with payments linked to inflation
Property leases with periodic uplifts to market rentals
Property leases with fixed payments
Vehicle leases
Right-of-Use Assets
As at 30 December 2021
Additions
Amortisation
Effect of modification to lease terms
At 29 December 2022
Additions
Business combinations
Negative addition*
Amortisation
Impairment
Effect of modification to lease terms
At 28 December 2023
Lease
contract
No.
21
17
2
3
43
Fixed
payments
%
-
-
6%
1%
7%
Variable
payments
%
50%
43%
-
-
93%
Sensitivity
(+/-)
£’000
2,799
1,316
-
-
4,115
Land & Buildings
£’000
Motor Vehicles
£’000
Total £’000
58,564
2,540
(3,325)
1,086
58,865
6,759
6,672
(1,361)
(3,563)
(308)
975
68,039
29
43
(17)
-
55
22
-
-
(28)
-
-
49
58,593
2,583
(3,342)
1,086
58,920
6,781
6,672
(1,361)
(3,591)
(308)
975
68,088
Lease incentives received prior to lease commencement during the year are deducted directly from the right of use, these amounted to
£Nil (2022: £371k).
*Negative right-of-use asset addition relates to a lease in which lease incentives exceed present value of fixed rent payments resulting in
a negative right-of-use asset. This materialised due to the nature of the lease agreement in which rent payments are made up of turnover
based rent and quarterly rent. Turnover rent is excluded from the present value of lease liabilities on recognition of the lease.
66
Everyman Media Group PLC
Annual report and financial statements
Notes on the financial statements (continued)
18 Leases (continued)
Lease liabilities
At 30 December 2021
Additions
Interest expense
Effect of modification to lease terms
Lease payments
Landlord contributions
At 29 December 2022
Additions
Acquired through business combination
Interest expense
Effect of modification to lease terms
Lease payments
Landlord contributions
At 28 December 2023
Land &
Buildings
£’000
81,756
Motor
Vehicles
£’000
24
2,465
2,850
845
(6,045)
4,550
86,421
7,349
7,369
3,407
1,075
(6,449)
4,054
103,226
43
1
-
(16)
-
52
22
-
2
-
(64)
-
12
Total £’000
81,780
2,508
2,851
845
(6,061)
4,550
86,473
7,371
-
3,409
1,075
(6,513)
4,054
103,238
Landlord contributions received after lease commencement date are shown in the table above. In 2023 further contribution of Nil (2022:
£455,000 ) was received prior to lease commencement. Therefore total cash received from landlords during the year, as presented in the
cash flow statement, was £4,054,000 (2022: £5,005,000).
Lease liabilities
Current
Non-current
Maturity analysis of lease payments
Contractual future cash outflows
Land and buildings
Less than one year
Between one and five years
Over five years
Motor Vehicles
Less than one year
Between one and five years
Other lease disclosures
Expenses relating to variable lease payments not included in the measurement of lease
liabilities
28 December 2023
£’000
29 December 2022
£’000
2,824
100,414
103,238
3,014
83,459
86,473
28 December
2023
£’000
29 December
2022
£’000
7,056
31,774
119,354
158,184
24
22
46
5,998
24,916
90,989
121,903
24
29
53
28 December
2023
£’000
29 December
2022
£’000
-
113
67
Everyman Media Group PLC
Annual report and financial statements
Notes on the financial statements (continued)
18 Leases (continued)
Sale and Leaseback
During the reporting period, the Group entered into two sale and leaseback transactions for certain assets. Under these arrangements, the
Group sold the assets to respective third parties and simultaneously entered into a lease agreement to lease back the same assets from the
buyers. The group received £6.49m in cashflow for both transactions detailed below:
Crystal Palace
The freehold for Cystal Palace was held as an asset held for sale at 29 December 2022. At this point the Group were intending to enter into
a sale and leaseback with an appropriate buyer. On 16 January 2023 the sale and leaseback was completed for £3.9m. The leaseback
agreement stipulates a term of 25 years with annual rent of £240,000 per year.
Salisbury
On 2 August 2022 the Group acquired the freehold for the cinema, the cinema was refitted as an Everyman cinema. The cinema was
transferred to a asset held for sale in July 2023 with the intention to enter into a sale and leaseback with suitable potential buyers.
On 1 December 2023 the Cinema was sold to a buyer for £2.6m. The leaseback agreement stipulates a term of 30 years with annual rent of
£200,000 per year.
19 Goodwill and intangible assets
The Group is required to test, on an annual basis, whether goodwill has suffered any impairment. The recoverable amount is determined
based on value in use calculations. The use of this method requires the estimation of future cash flows and the determination of a discount
rate in order to calculate the present value of the cash flows. The Group has determined there is now impairment on goodwill for the period
ending 28 December 2023.
Cost
At 30 December 2021
Acquired in the year
At 29 December 2022
Acquired in the year
At 28 December 2023
Amortisation and impairment
At 30 December 2021
Charge for the year
At 29 December 2022
Charge for the year
At 28 December 2023
Net book value
At 28 December 2023
At 29 December 2022
At 30 December 2021
Goodwill
£’000
Software
£’000
8,951
-
8,951
-
8,951
-
1,599
-
1,599
-
1,599
7,352
7,352
7,352
2,868
1,068
3,936
829
4,765
1,314
662
1,976
753
2,729
2,036
1,960
1,554
Total
£’000
11,819
1,068
12,887
829
13,716
2,913
662
3,575
753
4,328
9,388
9,312
8,906
68
Everyman Media Group PLC
Annual report and financial statements
Notes on the financial statements (continued)
19 Goodwill and intangible assets (continued)
Goodwill is allocated to the following CGUs:
Baker Street
Barnet
Esher
Gerrards Cross
Islington
Muswell Hill
Oxted
Reigate
Walton-On-Thames
Winchester
20 Impairment
28 December
29 December
2023
£000
103
1,309
2,804
1,309
86
1,215
102
113
94
217
7,352
2022
£000
103
1,309
2,804
1,309
86
1,215
102
113
94
217
7,352
The Group evaluates assets for impairment annually or when indicators of impairment exist.
The impairment assessment requires an estimate of the value in use of each cash-generating unit (CGU) to which goodwill, property, plant
and equipment and right-of-use assets are allocated, which is the individual cinema level. The recoverable amount of a CGU is the higher of
value in use and fair value less cost of disposal. The Group determines the recoverable amount with reference to its value in use.
Estimating the value in use requires estimates of the expected future cash flows from each CGU and discount these to their net present
value at a post-tax discount rate. Forecast cash flows are derived from adjusted EBITDA generated by each CGU which is based on
management’s forecast performance. Cash flow forecasts have been prepared for each CGU by applying growth assumptions to key drivers
of cash flows, including admissions, average ticket price, spend per head, direct and overhead costs.
As required by IAS 36, the Group assessed whether there was an indication that a previously recognised impairment no longer exists or may
have decreased. A reversal of an impairment is only recognised if there has been a change in the estimates used to determine the asset’s
recoverable amount since the last impairment loss was recognised.
The key assumptions of this calculation are shown below:
28 December
29 December
Discount rate (post-tax)
Long term growth rate
Number of years projected
2023
11%
2%
5 years
2022
13%
2%
5 years
69
Everyman Media Group PLC
Annual report and financial statements
Notes on the financial statements (continued)
20 Impairment (continued)
A post-tax WACC was used in the impairment calculation. The equivalent pre-tax WACC was 14.7% (2022: 17.3%).
Adjusted EBITDA used for 2024 is based on the Board approved budget and represents managements best estimate of future cashflows, it
has been used as the base assumption within the forecast after applying probability weighting for positive and negative case
scenarios. In the remaining five-year forecast the following assumptions have been applied:
•
•
•
Admissions: 5% like-for-like increase in FY25, followed by a 3% like-for-like increases year-on-year thereon. A full film slate is
expected in FY25.
Average Ticket Price: 5% increase in FY25, followed by 3% increases year-on-year thereon, as inflation falls towards Government
target levels (i.e. 2%).
Spend Per Head: 5% increase in FY25, followed by 3% increases year-on-year thereon, as inflation falls towards Government
target levels (i.e. 2%).
In the above scenarios, FY 24 assumes no growth in admissions in response to risk to film content caused by actor strikes.
An impairment charge of £724,000 has been recognised in the period (2022: £Nil) relating to one venue, at which the value in use was
deemed to be lower than carrying value.
The cumulative impairment charges that have been recognised in previous periods have not been reversed and are summarised in the
below table.
29 December
Impairment Charge
28 December
2022
£000
1,599
724
808
3,131
2023
£000
-
308
416
724
2023
£000
1,599
1,032
1,224
3,855
Goodwill
Right-of-use assets
Property, plant & equipment
Total
Sensitivity analysis
Impairment reviews are sensitive to changes in key assumptions. Sensitivity analysis has been performed by considering incremental
changes in assumptions of admission levels and discount rates.
Goodwill cannot be written back once impaired. As a result, impairment of goodwill brought forward of £1,599,000 was excluded from the
calculations.
The following sensitivity scenarios have been applied to the cash flow forecasts for stress testing purposes:
•
Admissions levels were increased by 3% versus the base case in each year in the upside case, and decreased by 3% versus the
base case in each year in the downside case; and
• WACC was decreased by 1% versus the base case in the upside case, and increased by 1% versus the base case in the
downside case.
The results of this were as follows:
Admissions sensitivity
WACC sensitivity
Combined sensitivity
Upside
£,000
(777)
289
(1,153)
Additional number
of venues Impaired
Downside
Additional number
of venues Impaired
1
1
1
£,000
2,536
1,114
3,585
Positive figures relate to additional impairment; negative figures relate to reversal of brought forward impairment.
2
2
4
70
Everyman Media Group PLC
Annual report and financial statements
Notes on the financial statements (continued)
21 Inventories
Food and beverages
Projection
28 December
29 December
2023
£000
858
-
858
2022
£000
656
34
690
Finished goods recognised as cost of sales in the year amounted to £9,393,000 (2022: £7,848,000). The write-down of inventories to net
realisable value amounted to £nil (2022: £nil).
22 Trade and other receivables
Included in current assets
Included in non-current assets
Trade receivables
Other receivables
Prepayments and accrued income
28 December
29 December
2023
£000
5,216
173
5,389
1,565
291
3,533
5,389
2022
£000
5,840
173
6,013
3,308
241
2,464
6,013
There were no receivables that were 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 deposits paid in respect of long-term leases and have been recognised as
non-current assets.
23 Trade and other payables
Trade creditors
Social security and other taxation
Other creditors
Accrued expenses
Deferred income
28 December
29 December
2023
£000
3,385
3,100
523
8,117
4,330
19,455
2022
£000
2,305
1,819
589
6,591
4,514
15,818
71
Everyman Media Group PLC
Annual report and financial statements
Notes on the financial statements (continued)
24 Loans and borrowings
Total Bank Debt
Cash
Net Bank Debt
28 December
29 December
2023
£000
26,000
(6,645)
19,355
2022
£000
22,000
(3,701)
18,299
On 17 August 2023, Everyman Media Group Plc, the company’s ultimate parent undertaking, replaced its existing £25m Revolving Credit
Facility (“RCF”) and £15m Coronavirus Large Business Interruption Loan Scheme (“CLBILS”) with a new three-year £35m RCF held with
Barclays Bank Plc and National Westminster Bank Plc. Interest is charged at SONIA plus margin on the drawn-down balance on a 365/ACT
D-basis. The margin ranges between 2.30% and 3.05%. This facility is available to the Company.
Commitment fees are charged quarterly on any balances not drawn at 40% of the applicable rate of drawn funds. The face value is
deemed to be the carrying value. The Group had drawn down £26 million of the £35 million debt facility as at 28 December 2023 (2022:
£22 million of the £40 million debt facility).
25 Changes in liabilities from financing activities
At 29 December 2022
Cash flows
Non- cash flows:
Interest accruing in period
Lease additions
Effect of modifications to lease terms
At 28 December 2023
At 30 December 2021
Cash flows
Non- cash flows:
Interest accruing in period
Lease additions
Effect of modifications to lease terms
At 29 December 2022
Non- current loans
and borrowings
£000
22,000
4,000
-
-
-
26,000
12,500
9,500
-
-
-
22,000
Lease liabilities
£000
86,473
(2,459)
3,409
14,740
1,075
103,238
81,780
(1,056)
2,851
3,680
(782)
86,473
Total
£000
108,473
1,541
3,409
14,740
1,075
129,238
94,280
8,444
2,851
3,680
(782)
108,473
72
Everyman Media Group PLC
Annual report and financial statements
Notes on the financial statements (continued)
26 Financial instruments
Investments, financial assets and financial liabilities, cash and cash equivalents and other interest-bearing loans and borrowings are
measured at amortised cost and the Directors believe their present value is a reasonable approximation to their fair value.
Financial assets measured at amortised cost
Cash and cash equivalents
Trade and other receivables
Accrued income
Financial liabilities measured at amortised cost
Bank borrowings
Trade Creditors
Leases
Other Creditors
Accrued expenses
27 Financial risks
28 December
29 December
2023
£000
6,645
1,856
1,426
9,927
2022
£000
3,704
3,549
692
7,945
28 December
29 December
2023
£000
26,000
3,385
103,238
523
8,117
141,263
2022
£000
22,000
2,305
86,473
589
6,591
117,958
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 not issued or used any financial instruments of a speculative nature and the Group does not contract derivative financial
instruments such as forward currency contracts, interest rate swaps or similar instruments.
The Group is exposed to the following financial risks:
- Credit risk
- Liquidity risk
- Interest rate risk
To the extent financial instruments are not carried at fair value in the consolidated Balance Sheet, net book value approximates to fair value
at 28 December 2023 and 29 December 2022.
Trade and other receivables are measured at amortised cost. Book values and expected cash flows are reviewed by the Board and there
have been no impairment losses recognised on these assets.
Cash and cash equivalents are held in sterling and placed on deposit in UK banks. Trade and other payables are measured at book value and
held at 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 and arises principally from the Group’s receivables from customers and investment securities.
The Group 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.
At 28 December 2023 the Group has trade receivables of £1,565,000 (2022: £3,308,000). Trade receivables arise mainly from advertising
and sponsorship revenue. 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 28 December 2023 the Directors have recognised expected credit losses of £Nil (2022: £Nil).
73
Everyman Media Group PLC
Annual report and financial statements
Notes on the financial statements (continued)
27 Financial risks (continued)
The maximum exposure to credit risk at the balance sheet date by class of financial instrument was:
Ageing of receivables
<30 days
31-60 days
61-120 days
>120 days
28 December
29 December
2023
£000
1,005
322
171
67
1,565
2022
£000
2,224
914
63
107
3,308
In determining the recoverability of trade receivables the Group considers any change in the credit quality of the trade receivable from the
date credit was initially granted up to the reporting date. Credit risk is limited due to the customer base being diverse and unrelated. There
has not been any impairment other than existing provisions in respect of trade receivables during the year (2022: £nil). There were no
material expected credit losses in the year.
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.
The Group’s forecasts show sufficient headroom in banking covenants for the next 12 months.
Exposure to liquidity risk
The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts shown are gross, not
discounted and include contractual interest payments and exclude the impact of netting agreements.
28 December 2023
Non-derivative financial
liabilities
Secured bank facility
Trade creditors
Leases
Other creditors
Accrued expenses
Total
£000
31,365
3,385
Carrying
amount
Less than
one year
Contractual cash flows
Between one
and two
years
Between
three and five
years
Over five
years
£000
£000
£000
£000
£000
26,000
3,385
103,238
523
8,117
2,012
3,385
7,080
523
8,117
2,012
-
8,146
-
-
27,341
-
-
-
23,604
119,354
158,184
-
-
-
-
523
8,117
141,263
21,117
10,158
50,945
119,354
201,574
74
Everyman Media Group PLC
Annual report and financial statements
Notes on the financial statements (continued)
27 Financial risks (continued)
29 December 2022
Carrying
Less than
Between one
Between three
Over five
Contractual cash flows
amount
one year
and two years
and five years
£000
£000
£000
£000
Non-derivative financial
liabilities
Secured bank facility
Trade creditors
Leases
Other creditors
Accrued expenses
22,000
2,305
86,473
589
6,591
1,228
2,305
5,998
589
6,591
22,818
-
6,230
-
-
years
£000
-
-
Total
£000
24,046
2,305
-
-
18,687
90,988
121,903
-
-
-
-
589
6,591
117,958
16,711
29,048
18,687
90,988
155,434
Interest rate risk
Interest rate risk arose from the Group’s holding of interest-bearing loans linked to SONIA. The Group is also exposed to 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 is set out below.
In respect of interest-earning financial assets and interest-bearing financial liabilities, the following indicates their effective interest rates
at the end of the year and the periods in which they mature:
At 29 December 2022
Bank borrowings*
Bank current and deposit balances
At 28 December 2023
Bank borrowings*
Bank current and deposit balances
Effective
interest
rate
%
5.58%
0.01%
7.74%
0.01%
Maturing
Maturing
Maturing
within
1 year
£000
247
3,701
190
6,597
between 1 to
between 2 to
2 years
£000
22,000
-
-
-
5 years
£000
-
-
26,000
-
*Bank borrowings comprises SONIA of 5.19% (2022: 3.43%) and margin of 2.55% (2022: 2.15%).
The following table demonstrates the sensitivity to a reasonably plausible change in interest rates, with all other variables held constant,
of the Group's profit and loss before tax through the impact on floating rate borrowings and bank deposits and cash flows:
Change in
28 December
29 December
Bank borrowings
Bank current and deposit balances
rate
%
0.5%
1.0%
1.5%
0.5%
1.0%
1.5%
2023
£000
130
260
390
33
66
99
2022
£000
111
222
333
18
37
55
75
Everyman Media Group PLC
Annual report and financial statements
Notes on the financial statements (continued)
27 Financial risks (continued)
Capital management
The Group’s capital is made up of share capital, share premium, merger reserve and retained earnings totalling £44.5m (2022 £46.3m).
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.
• To provide an adequate return to shareholders by pricing products and services commensurately with the level of risk.
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 fundraising or bank finance where appropriate.
28 Provisions
As at 30 December 2021
Utilised in the year
Additions
Other increases
Unwinding of discount
As at 29 December 2022
Additions
Revaluation of net present value
Unwinding of discount
As at 28 December 2023
Other provisions
£’000
393
Leasehold Dilapidations
£,000
1,118
(393)
-
-
-
-
-
-
-
-
-
97
135
12
1,362
311
(50)
8
1,631
Total
1,511
(393)
97
135
12
1,362
311
(50)
8
1,631
All provisions for lease dilapidations are due after more than five years.
Leasehold dilapidations relate to the estimated cost of returning leasehold property to its original state at the end of the lease in
accordance with lease terms. The cost is recognised as depreciation of leasehold improvements over the remaining term of the lease. The
main uncertainty relates to estimating the cost that will be incurred at the end of the lease term, the average remaining lease term for
leases held at 28 December 2023 was 18 years (2022:18 years).
76
Everyman Media Group PLC
Annual report and financial statements
Notes on the financial statements (continued)
29 Deferred tax
Deferred tax gross movements
Opening balance
Deferred tax asset recognised in period
Closing balance
Recognised in profit and loss
Arising on loss carried forward
Net book value in excess of tax written down value
Movement on share option intrinsic value
Amortisation of IFRS accumulated restatement
Lease acquired
Other temporary differences
Credit to profit and loss
Deferred tax comprises:
Temporary differences on property, plant and equipment
Temporary differences on IFRS 16 accumulated restatement
Share-option scheme intrinsic value
Available losses
Other temporary and deductible differences
28 December
29 December
2023
£000
2022
£000
-
2,805
2,805
(4,660)
1,805
-
45
-
5
(2,805)
7,794
(552)
-
(10,302)
255
(2,805)
-
-
-
(1,455)
1,206
245
49
(62)
17
-
5,723
(598)
(28)
(5,376)
279
-
Deferred tax is calculated in full on temporary differences under the liability method using the tax rates that have been substantively enacted
for future periods, being 25% from 1 April 2023. The deferred tax liability has arisen due to the timing difference on property, plant and
equipment, the deferral of capital gains tax arising from the sale of property and other temporary and deductible differences.
Deferred tax assets have been recognised in respect of tax losses and other temporary differences giving rise to deferred tax assets where
the Directors believe it is probable that they will be recovered. The Group has consulted the FRC’s thematic review of Deferred Tax Assets
published in September 2022 and concluded that an asset should be recognised on the basis of a sufficient level of probable future taxable
profits. The Group has taken the decision to recognise the Deferred Tax Asset in 2023 due to increased certainty over future trading
performance.
77
Everyman Media Group PLC
Annual report and financial statements
Notes on the financial statements (continued)
30 Share capital and reserves
Authorised, issued and fully paid Ordinary shares
At the start of the year
Issued in the year
At the end of the year
Number of shares
Authorised, issued and fully paid Ordinary shares
At the start of the year
Issued in the year
At the end of the year
Nominal
value
£0.10
28 December
29 December
2023
£000
9,118
-
9,118
2022
£000
9,117
1
9,118
28 December
29 December
2023
Number
2022
Number
91,177,969
-
91,177,969
91,162,969
15,000
91,177,969
The holders of Ordinary shares are entitled to one vote per share. During the year the Company did not issue any Ordinary shares (2022:
15,000 Ordinary shares at a price of 109.5p).
Merger reserve
In accordance with s612 of the Companies Act, the premium on Ordinary shares issued in relation to acquisitions is recorded as a merger
reserve.
Share premium
Share premium is stated net of share issue costs.
Dividends
No dividends were declared or paid during the period (2022: £nil)
31 Share-based payment arrangements
EMI, Non-Qualifying and LTIP Schemes
The Group operates three equity-settled share-based remuneration schemes for employees. The schemes combine a long term incentive
scheme, an EMI scheme and an unapproved scheme for certain senior management, executive Directors, non-executive Directors and certain
contractors.
All equity-settled share options are measured at fair value as determined through use of the Binomial technique, at the date of grant, aside
from those with market-based performance conditions, which are valued using the Monte Carlo model. During the year, no equity-settled
share options were issued with market-based performance conditions.
The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting
period, based on the Groups estimate of shares that will eventually vest and adjusted for the effect of non-market-based vesting conditions.
78
Everyman Media Group PLC
Annual report and financial statements
Notes on the financial statements (continued)
31 Share-based payment arrangements (continued)
Options at the beginning of the year
Options issued in the year
Options exercised in the year
Option forfeited in the year
Options at the end of the year
Weighted average exercise
price per share in the year ended
28 December
29 December
28 December
29 December
2023
Pence
104.3
28.6
-
41.8
90.4
2022
Pence
2023
2022
Number
Number
142.0
75.4
109.0
69.2
104.3
6,973,833
1,202,808
-
6,925,003
1,518,543
(15,000)
(979,807)
(1,454,713)
7,196,834
6,973,833
The exercise price of options outstanding at 28 December 2023 ranged between 10.0 pence and 184.0 pence (2022: 10.0 pence and 184.0
pence) and their weighted average contractual life was 10 years (2022: 10 years).
The weighted average share price (at the date of exercise) of options exercised during the year was n/a (2022: 109.0 pence)
The weighted average fair value of each option granted during the year was 63.3p (2022: 84.5p).
No options lapsed beyond their contractual life in the year (2022: nil).
The following information is relevant in the determination of the fair value of options granted during the year and equity-settled share-based
remuneration schemes operations by the Group:
Option scheme conditions for options issued in the year:
Option pricing model used
Weighted average share price at grant date (pence)
Weighted average option exercise prices (pence)
Expected volatility
Expected option life (years)
Weighted average contractual life of outstanding share options (years)
Risk-free interest rate
Expected dividend yield
Fair value of options granted in the year (pence)
28 December
28 December
2023
2022
Binomial
Binomial
82.4
30.1
35%
2.9
10
3.56%
0.0%
63.3
94.5
10.0
40%
4.0
10
1.57%
0.0%
84.5
Volatility has been calculated based on historical share price movements of the Company as at each grant date.
The share-based remuneration expense applicable to key management personnel was as follows:
Equity-settled schemes
28 December
28 December
2023
£000
639
2022
£000
869
79
Everyman Media Group PLC
Annual report and financial statements
Notes on the financial statements (continued)
31 Share-based payment arrangements (continued)
Changes to Option Terms
During the year, the Remuneration Committee resolved to modify 1,170,000 options over ordinary shares in the company (2022: Nil)
pertaining to certain employees, and including key management personnel. This was due to equity market conditions and to ensure that
potential incentives relating to options previously granted remained appropriate.
Options modified were all part of the Unapproved Scheme, and were granted between 2013 and 2022. Modifications made related mainly
to changes in exercise price and extensions of option lives.
The impact of changes to option terms has been recognised in the share-based payment expense for the year.
Growth Shares
On 8th April 2021, the Group announced that Alex Scrimgeour, Chief Executive Officer of Everyman, had been issued 2,000,000 A ordinary
shares ("Growth Shares") in a subsidiary company, Everyman Media Holdings Ltd. The Growth Shares could be exchanged for new Ordinary
Shares in the future, subject to meeting certain vesting conditions and share price performance criteria.
Subsequent to this, on 23rd January 2023, the Remuneration Committee resolved that the share price performance condition attached to
the Growth Shares was no longer appropriate. The Company announced that, subject to vesting conditions and financial performance targets
being met, the Growth Shares would entitle Mr. Scrimgeour to receive an amount equivalent to the market value of an Ordinary Share in
the Company less 86.0p, being the closing share price of the Company on 20th January 2023.
On 18th August 2023, the Remuneration Committee has resolved that, due to equity market conditions, the terms of the Growth Shares
should be amended so that Mr. Scrimgeour will now receive an amount equivalent to the market value of an Ordinary Share less 60.0p,
being the closing share price of the Company on 17 August 2023. All other terms and conditions relation the Growth Shares remain
unchanged.
Details of the outstanding shares under the A Growth Share Scheme are as follows:
Outstanding at beginning of year
Lapsed in year
Outstanding at end of year
28 December
29 December
2023
2,000,000
(1,000,000)
1,000,000
2022
2,000,000
-
2,000,000
Following the amendments to the terms of the A Ordinary Shares noted above, the Binomial model was used for fair valuing the A Growth
Share awards at the date of modification. The inputs to the model were as follows:
Number of shares
Adjusted EBITDA Target
Expected volatility
Risk free interest rate
Option life (years)
Share price at valuation
date
A Growth Share Scheme
Target 1
1,000,000
£17.2m (2023)
30%
4.82%
5
£0.60
Target 2
1,000,000
£19.3m (2024)
30%
4.76%
5
£0.60
In light of Adjusted EBITDA Target 1 not being met, 1,000,000 A Ordinary Shares lapsed during the year (2022: Nil).
80
Everyman Media Group PLC
Annual report and financial statements
Notes on the financial statements (continued)
31 Share-based payment arrangements (continued)
Share-based payments charged to the profit and loss were as follows:
Share options charge
Growth shares charge
Administrative costs
28 December
29 December
2023
£000
470
350
820
2022
£000
939
598
1,537
The charge for the Company was £nil (2022: £nil) after recharging subsidiary undertakings with a charge of £820,000 (2022: £1,537,000).
The relevant charge is included within administrative costs.
There are 5,535,098 options exercisable at 28 December 2023 in respect of the current arrangements (2022: 3,336,124). No options were
exercised in the year (2022: 15,000).
32 Commitments
There were capital commitments for tangible assets at 28 December 2023 of £14,521,000 (2022: £15,878,000). This amount is net of landlord
contributions of £7,650,000 (2022: £7,055,000).
33 Events after the balance sheet date
No material events after the balance sheet date.
34 Related party transactions
In the year to 28 December 2023 the Group engaged services from entities related to the Directors and key management personnel of
£644,000 (2022: £617,000 ) comprising consultancy services of £Nil (2022: £31,000 ), office rental of £105,000 (2022: £100,000 ) and venue
rental for Bristol, Harrogate and Maida Vale of £539,000 (2022: £486,000 ). There were no other related party transactions. There are no key
management personnel other than the Directors.
The Group's commitment to leases is set out in the above notes. Within the total of £158,000,000 (2022:£ 122,000,000 ) is an amount of
£499,000 (2022:£ 550,000 ) relating to office rental, £4,319,000 (2022:£4,523,000) relating to Stratford-Upon-Avon, £3,036,000 (2022:
£3,596,000) relating to Bristol and £4,412,000 (2022: £4,670,000) relating to Harrogate. The landlords of the sites are entities related to the
Directors of the Company.
35 Ultimate controlling party
The Company has a diverse shareholding and is not under the control of any one person or entity.
81
Everyman Media Group PLC
Annual report and financial statements
Company balance sheet as at 28 December 2023
Registered in England and Wales
Company number: 08684079
Assets
Non-current assets
Right-of-use assets
Investments
Deferred tax assets
Trade and other receivables
Current assets
Trade and other receivables
Total assets
Liabilities
Current liabilities
Trade and other payables
Lease liabilities
Non-current liabilities
Loans and borrowings
Lease liabilities
Other provisions
Total liabilities
Net assets
Equity
Equity attributable to owners of the Company
Ordinary shares
Share premium
Merger reserve
Retained earnings
Total equity
28 December
29 December
2023
£000
2022
£000
Note
C1
C2
C7
C3
C4
C1
C5
C1
C6
8,452
31,994
167
94,859
135,472
398
135,870
237
520
757
26,000
9,564
84
35,648
36,405
99,465
9,118
57,112
20,336
12,899
99,465
8,347
31,994
188
89,767
130,296
-
130,296
771
352
1,123
22,000
9,459
84
31,543
32,666
97,630
9,118
57,112
20,336
11,064
97,630
The Company profit for the year was £1,365,000 (2022: £2,029,000).
These financial statements were approved by the Board of Directors and authorised for issue on 15 April 2024 and signed on its behalf by:
Will Worsdell
Finance Director
82
Everyman Media Group PLC
Annual report and financial statements
Company statement of changes in equity for the year ended 28 December 2023
Share
capital
£000
Share
Merger
Retained
premium
Reserve
earnings
£000
£000
£000
Total
equity
£000
9,117
57,097
20,336
8,096
94,646
-
-
-
2,029
2,029
-
1
-
1
-
15
-
15
-
-
-
-
2,029
2,029
-
939
939
16
939
955
Note
30
31
Balance at 30 December 2021
Profit for the year
Total comprehensive income
Shares issued in the period
Share-based payment expense
Total transactions with owners of the parent
Balance at 29 December 2022
9,118
57,112
20,336
11,064
97,630
Profit for the year
Total comprehensive income
Share-based payment expense
31
Total transactions with owners of the parent
-
-
-
-
-
-
-
-
-
-
-
-
1,365
1,365
1,365
470
470
1,365
470
470
Balance at 28 December 2023
9,118
57,112
20,336
12,899
99,465
83
Everyman Media Group PLC
Annual report and financial statements
Notes to the Parent company financial statements
Company basis of preparation
The Parent Company financial statements were prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure
Framework (FRS101).
In preparing these financial statements, the Company applies the recognition, measurement and disclosure requirements of International
Financial Reporting Standards but makes amendments where necessary in order to comply with the Companies Act 2006 and has set out
below where advantage of the FRS101 disclosure exemptions has been taken.
Under s408 of the Companies Act 2006 the Company is exempt from the requirement to present its own profit and loss account.
In these financial statements, the Company has applied the exemptions available under FRS101 in respect of the following disclosures:
•
•
•
•
•
A cash flow statement and related notes.
Disclosures in respect of transactions with wholly-owned subsidiaries.
Disclosures in respect of capital management.
Disclosures in respect of the compensation of key management personnel.
New but not yet effective IFRS.
As the consolidated financial statements include the equivalent disclosures, the Company has also taken the exemptions under FRS101
available in respect of the following disclosures:
•
•
•
IFRS2 Share Based Payments in respect of Group-settled share based payments.
Certain disclosures required by IFRS13 Fair Value Measurement.
Certain disclosures required by IFRS7 Financial Instruments.
84
Everyman Media Group PLC
Annual report and financial statements
Notes on the Parent company financial statements (continued)
C1 Leases
Right-of-Use Assets
At 30 December 2021
Amortisation
At 29 December 2022
Amortisation
Effect of modification to lease terms
At 28 December 2023
Lease Liabilities
At 30 December 2021
Interest expense
Lease payments
At 29 December 2022
Interest expense
Effect of modification to lease terms
Lease payments
At 28 December 2023
Lease liabilities
Current
Non-current
Maturity analysis of lease payments
Contractual future cash outflows
Land and buildings
Less than one year
Between one and five years
Over five years
Land & Buildings
£’000
8,867
(520)
8,347
(562)
667
8,452
Land & buildings
£’000
10,605
329
(1,123)
9,811
329
667
(723)
10,084
28 December
2023
£’000
29 December
2022
£’000
520
9,564
10,084
352
9,459
9,811
28 December
2023
£’000
29 December
2022
£’000
838
3,367
8,955
13,160
780
3,120
9,281
13,181
Lease payments for land and buildings are a combination of fixed and variable payments (including any scheduled increases). Remaining
lease liabilities are reassessed following annual rent reviews based on an external index (such as the RPI). The weighted average lease
length of the remaining lease portfolio is 12 years (2022: 13 years).
85
Everyman Media Group PLC
Annual report and financial statements
Notes on the Parent company financial statements (continued)
C2 Investments
At 29 December 2022 and 28 December 2023
Total
£000
31,994
The Company also has intercompany receivable balances of £94.9m (2022: £89.8m). As part of the Group impairment review, the future
cash flows from each of the venues were forecast and an NPV of these flows calculated. The total value of these were £195m (2022:£
265.8m) which would indicate that sufficient profits and cash will be generated to repay the monies owed to the Company if required.
The subsidiaries of the Company are as follows (all of which are included on consolidation and all are registered at 2 Downshire Hill,
London, NW3 INR):
Name
Principal
Activity
Country of
Class of
Proportion of
incorporation
share held
shares held
Everyman Media Holdings Limited
Cinema management and ownership
UK
Everyman Media Limited**
Cinema management and ownership
CISAC Limited**
Foxdon Limited**
ECPee Limited***
Dormant
Cinema management and ownership
Property management
Bloom Martin Limited***
Bloom Theatres Limited****
Mainline Pictures Limited****
Dormant
Dormant
Dormant
* 2m A ordinary shares series 4 and 5 are held by Alex Scrimgeour
** Shareholding is held by Everyman Media Holdings Ltd
*** Shareholding is held by Everyman Media Ltd
**** Shareholding is held by Bloom Martin Ltd
UK
UK
ROI
UK
UK
UK
UK
Ordinary
A ordinary shares
Series 1, 2, 3, 4 and
5*
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
100%
94%
100%
100%
100%
100%
100%
100%
100%
The A Ordinary shares have no rights to a dividend. Everyman Media Group PLC directly holds all the Ordinary shares (£27,015) and A
Ordinary shares (£6,557) of Everyman Media Holdings Limited.
Everyman Media Limited has 285,000 Ordinary shares of £1.00 each in issue, all of which are held by Everyman Media Holdings Limited
and therefore indirectly held by Everyman Media Group PLC. All other subsidiaries are also indirectly held investments. Everyman Media
Holdings Limited acquired 100 Ordinary shares, being the entire issued share capital of Foxdon Limited (a limited company established and
resident in the Republic of Ireland and dormant at the date of acquisition) for €100 on 24 June 2019. With respect to the class and
proportion of shares held in existing subsidiaries, the amounts remain the same for the year ended 28 December 2023 and the year ended
29 December 2022. Bloom Martin Limited, Bloom Theatres Limited, and Mainline Pictures Limited are all dormant companies and exempt
from the requirement for an audit for the year.
The class and proportion of shares held in all other subsidiaries remain the same for the year ended 28 December 2023 and the year ended
29 December 2022.
The registered office address of all investments incorporated in the UK is Studio 4, 2 Downshire Hill, London NW3 1NR. Foxdon Limited’s
registered office is 33 Sir John Rogerson’s Quay, Dublin 2, D02 XK09. All companies listed above are included in the consolidated financial
statements. All consolidated companies have the same financial year and apply the same accounting policies.
86
Everyman Media Group PLC
Annual report and financial statements
Notes on the Parent company financial statements (continued)
C3 Trade and other receivables
28 December
29 December
2023
£000
2022
£000
Amounts due from company undertakings
94,859
89,767
Interest is charged on inter-company loans at the same rate as that charged to the Group by its lenders, currently 3.3%. The loans are
repayable on 15 January 2025.
C4 Trade and other payables
Accrued loan interest and rent accruals
C5 Loans and borrowings
Bank borrowings
Total Bank Debt
C6 Provisions
As at 29 December 2022
As at 28 December 2023
28 December
29 December
2023
£000
237
2022
£000
771
28 December
29 December
2023
£000
2022
£000
26,000
22,000
Leasehold Dilapidations
£,000
84
84
All provisions for lease dilapidations are due after more than five years.
Leasehold dilapidations relate to the estimated cost of returning leasehold property to its original state at the end of the lease in
accordance with lease terms. The cost is recognised as depreciation of leasehold improvements over the remaining term of the lease. The
main uncertainty relates to estimating the cost that will be incurred at the end of the lease term, the average remaining lease term for
leases held at 28 December 2023 was 12 years (2022:13 years).
87
Everyman Media Group PLC
Annual report and financial statements
Notes on the Parent company financial statements (continued)
C7 Deferred tax
Included in non-current assets
Opening balance
Recognised in profit and loss
Net book value in excess of tax written down value
Leases acquired
Amortisation of IFRS 16 accumulated restatement
Credit to profit and loss
The deferred tax asset comprises:
Temporary differences on property, plant and equipment
Temporary differences on IFRS 16 accumulated restatement
28 December
29 December
2023
£000
(188)
(188)
13
-
8
(167)
2022
£000
(188)
(150)
16
(62)
8
(188)
28 December
29 December
2023
£000
(69)
(98)
(167)
2022
£000
(82)
(106)
(188)
The Company has a deferred tax liability due to the timing difference on property, plant and equipment. The Company has recognised
unutilised tax allowances of £nil (2022: £nil) at expected tax rates in future periods.
88