Registered number
12792819
Adventure Bars Mid Limited
Filleted Accounts
2 July 2023
Adventure Bars Mid Limited
Registered number: 12792819
Balance Sheet
as at 2 July 2023
Notes 2023 2022
£ £
Fixed assets
Tangible assets 6 459,691 498,176
Current assets
Stocks 22,039 17,652
Debtors 8 1,226,599 639,117
Cash at bank and in hand 129,672 36,942
1,378,310 693,711
Creditors: amounts falling due within one year 9 (1,260,248) (1,005,727)
Net current assets/(liabilities) 118,062 (312,016)
Total assets less current liabilities 577,753 186,160
Provisions for liabilities (14,877) -
Net assets 562,876 186,160
Capital and reserves
Called up share capital 100 100
Profit and loss account 562,776 186,060
Shareholders' funds 562,876 186,160
The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime within Part 15 of the Companies Act 2006 and the option not to file the Profit and Loss Account has been taken.
Michael Willingham-Toxvaerd
Director
Approved by the board on 27 March 2024
Adventure Bars Mid Limited
Notes to the Accounts
for the period from 4 July 2022 to 2 July 2023
1 General Information
The company is a private company limited by shares, registered in England and Wales. The address of the registered office is 111 Waterloo Road, Lambeth, London, SE1 8UL.
2 Accounting policies
Basis of preparation
The accounts have been prepared under the historical cost convention and in accordance with FRS 102, The Financial Reporting Standard applicable in the UK and Republic of Ireland (as applied to small entities by section 1A of the standard).

The financial statements are prepared in sterling, which is the functional currency of the entity.
Going Concern
In concluding that it is appropriate to prepare the financial statements for the 52 weeks ended 2 July 2023 on the going concern basis, the Directors have considered the company’s cash flows, liquidity and business activities. In addition, the Directors have considered the cash flows, liquidity and business activities of the group headed by the ultimate parent company, Nightcap plc (the "Group"), as they believe the going concern basis requires consideration on a group basis. References below are made in relation to the Group's consolidated financial statements which are available at the address shown in note 17.

As at 2 July 2023 the Group had cash balances of £5.4m including cash in transit. During the financial year under review the Group refinanced its legacy debt with an amortising term loan (£3m) and a Revolving Credit Facility (up to £7m) repayable in August 2025. Since the period end the Group has reset its banking covenants to more favourable terms.
Based on the Group’s forecasts, the Directors have adopted the going concern basis in preparing the Financial Statements. The Directors have made this assessment after consideration of the Group’s cash flows and related assumptions and in accordance with the Guidance on Risk Management, Internal Control and Related Financial and Business Reporting 2014 published by the UK Financial Reporting Council.

In making the assessment the Directors have made a current consideration of any future potential impact of the rail strikes as well as the challenges in the macro-economic environment as set out in the Groups’ Strategic Report.

The Directors have considered the impact of these on the cash flows and liquidity of the Group over the next 15-month period and has sensitised these forecasts accordingly.

Based on these assessments the Group forecasts to comply with its newly reset banking covenant obligations, and have sufficient liquidity to fund the operations of the Group. Accordingly the Directors’ have concluded that it is appropriate to prepare the financial statements on the going concern basis.
Disclosure exemptions
The entity satisfies the criteria of being a qualifying entity as defined in FRS 102. Its financial statements are consolidated into the financial statements of Nightcap Plc which can be obtained from the address shown in note 17. As such, advantage has been taken of the following disclosure exemptions available under paragraph 1.12 of FRS 102:

(a) No cash flow statement has been presented for the company.
(b) Disclosures in respect of financial instruments have not been presented.
(c) No disclosure has been given for the aggregate remuneration of key management personnel.
(d) No disclosure has been given for the related party transactions with other wholly owned subsidiaries of the Nightcap Plc group.
Judgements and key sources of estimation uncertainty
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The judgements and accounting estimates that management has made in the process of applying the entity's accounting policies and that have the most significant effect on the amounts recognised in the financial statements are as follows:

Valuation of tangible fixed assets
The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Useful economic lives of tangible fixed assets
The depreciation charge in each period is sensitive to the assumptions used regarding the economic lives of assets and their respective depreciation rates.

Forecast business cashflows
For purposes of the going concern assessment and as an input into the impairment assessment, the Company makes estimates of likely future cash flows which are based on assumptions given the uncertainties involved. The assumptions include timings for new sites commencing to trade, performance and growth of existing bars, capital expenditure, cost of labour and supplies and working capital movements. These assumptions are made by management based on recent performance and management’s knowledge and expertise of the cashflow drivers.
Turnover
Revenue predominantly arises from the sale of food and drink to customers in the sites for which payment in cash or cash equivalents is received immediately and as such revenue is recognised at point of sale.

The Company operates in a single geographical region (the UK) and hence all revenues are impacted by the same economic factors.

Retro payments and listing fees are spread over the life of the contract. The income is recognised as a credit within cost of sales. Revenue is shown net of value added tax, returns and discounts.

Customer deposits received in advance of events and bookings are recorded as deferred revenue on the balance sheet. They are recognised as revenue along with any balancing payment from the customer when the associated event / booking occurs.
Current and deferred taxation
The tax expense for each reporting period comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
- The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
- Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

Deferred tax assets and liabilities are offset where there is a legally enforceable right to offset current tax assets and liabilities and where the deferred tax balances relate to the same tax authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Leased assets
Rentals payable under operating leases are charged to the profit and loss account on a straight line basis over the term of the lease. The charge to the profit and loss account includes non-cash rent expense arising from the recognition of stepped rent, on a straight line basis over the lease term.

Reverse premiums and similar incentives received to enter into operating lease agreements are credited to the profit and loss account, to reduce the lease expense, on a straight-line basis over the period of the lease.

Incentives received to enter into an operating lease are credited to the profit and loss account, to reduce the lease expense, on a straight-line basis over the period of the lease. Incentives are recognised from the point that inflows of future economic benefits to the company become virtually certain.
Tangible fixed assets
Tangible fixed assets are stated at cost less accumulated depreciation and any recognised impairment loss. Cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation
Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:
Long leasehold property Straight line over the life of the lease
Plant and machinery 25% straight line
Fixtures and fittings 25% straight line
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the profit and loss account.
Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Payments taken from customers on debit and credit cards for which cash remains outstanding at any reporting date (cash in transit) are recognised as trade receivables. The trade receivable is converted to cash within 3 days of processing. The Directors view these trade receivables as cash when monitoring cash flows and forecasts internally.
Impairment of fixed assets
A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date.

For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets.
Stocks
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price. The impairment loss is recognised immediately in profit or loss.
Provisions
Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.

Provisions are charged as an expense to the profit and loss account in the period that the Company becomes aware of the obligation, and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties. When payments are eventually made, they are charged to the provision carried in the balance sheet.
Pension costs and other post-retirement benefits
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in the Consolidated profit and loss account when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the plan are held separately from the Company in independently administered funds.
3 Audit information
The audit report is unqualified.
Senior statutory auditor: Paul Putnam
Firm: PKF Francis Clark
Date of audit report: 27 March 2024
4 Staff numbers 2023 2022
Number Number
Average number of persons employed by the company 25 23
5 Tax on profit
Major components of tax expense/(income)
2023 2022
£ £
Deferred tax:
Origination and reversal of timing differences 45,338 9,899
Impact of change in tax rate - (9,705)
Adjustments in respect of prior periods 80 (5,156)
Total deferred tax 45,418 (4,962)
Tax on profit 45,418 (4,962)
Reconciliation of tax expense/(income)
2023 2022
£ £
Profit on ordinary activities before taxation 422,134 337,367
Profit on ordinary activites by rate of tax 79,262 64,100
Adjustment to tax charge in respect of prior periods 80 (5,156)
Effect of expenses not deductible for tax purposes -
Effect of capital allowances and depreciation 6,318 3,843
Group relief surrendered (48,411) (60,419)
Other permanent differences -
Adjustment in respect of change of rate of corporation tax 8,169 (7,330)
Tax on profit 45,418 (4,962)
6 Tangible fixed assets
Leasehold Improvements Plant and machinery Fixtures and Fittings Total
£ £ £ £
Cost
At 4 July 2022 448,627 26,510 135,234 610,371
Additions 9,323 - 20,928 30,251
At 2 July 2023 457,950 26,510 156,162 640,622
Depreciation
At 4 July 2022 37,264 15,602 59,329 112,195
Charge for the period 22,882 8,835 37,019 68,736
At 2 July 2023 60,146 24,437 96,348 180,931
Net book value
At 2 July 2023 397,804 2,073 59,814 459,691
At 3 July 2022 411,363 10,908 75,905 498,176
7 Stocks 2023 2022
£ £
Food, beverage and consumables 22,039 17,652
22,039 17,652
8 Debtors 2023 2022
£ £
Trade debtors 6,797 28,480
Amounts owed by group undertakings and undertakings in which the company has a participating interest 1,143,670 494,973
Deferred tax asset - 30,541
Prepayments and accrued income 76,132 85,023
Other debtors - 100
1,226,599 639,117
Amounts due after more than one year included above
Other debtors - rent deposits 10,150 10,150
Amounts owed by group undertakings are unsecured, interest free, and repayable on demand.
9 Creditors: amounts falling due within one year 2023 2022
£ £
Trade creditors 92,754 108,326
Amounts owed to group undertakings and undertakings in which the company has a participating interest 361,065 260,867
Amounts owed to parent company 310,347 301,537
Accruals and deferred income 391,827 302,967
Taxation and social security costs 103,968 32,030
Other creditors 287 -
1,260,248 1,005,727
Amounts owed to group undertakings are unsecured, interest free, and repayable on demand.
10 Provisions Deferred tax
2023
£
At 3 July 2022 -
Transferred from debtors 30,541
Charge for the year (45,418)
At 2 July 2023 (14,877)
11 Deferred Tax
The deferred tax included in the balance sheet is as follows:
2023 2022
£ £
Included in provisions (note 10) (14,877) -
Included in debtors (note 8) - 30,541
(14,877) 30,541
The deferred tax account consists of the tax effect of timing differences in respect of:
2023 2022
£ £
Accelerated capital allowances (14,877) (12,273)
Unused tax losses 42,734
Short term timing differences 80
(14,877) 30,541
12 Called up share capital 2023 2023 2022 2022
No. £ No. £
Ordinary shares of £0.01 each 10,000 100 10,000 100
10,000 100 10,000 100
13 Operating leases
The total future minimum lease payments under non-cancellable operating leases are as follows:
2023 2022
£ £
No later than 1 year 241,667 145,833
Later than 1 year and not later than 5 years 1,000,000 991,667
Later than 5 years 3,000,000 3,250,000
4,241,667 4,387,500
The amount recognised in profit or loss as an expense in relation to operating leases was £198,234 (2022: £221,116)
14 Contingencies
As at 2 July 2023 there were unlimited composite guarantees secured on the fixed assets and shares in the company to cover borrowings which are accounted for in other Group companies.
15 Employee Benefits
Defined contribution plans
The amount recognised in profit or loss as an expense in relation to defined contribution plans was £5,439 (2022: £5,439).

Pension contributions totalling £nil were payable to the pension fund as at 2 July 2023.
16 Related party transactions
Included within 'Amounts owed to group undertakings and joint venture company' includes £360,992 (2022: £241,839) payable to Waterloo Sunset Limited, a joint venture company.

The company has taken advantage of the exemption available in Section 33.1A of FRS 102 whereby it has not disclosed transactions with the ultimate parent company and any wholly owned subsidiary undertaking of the group.
17 Controlling party
The Company's immediate and ultimate parent company was Nightcap plc, a company incorporated in England and Wales. Nightcap Plc's registered office is c/o Locke Lord (UK) LLP, 201 Bishopsgate, London, EC2M 3AB.

The Directors consider there is no ultimate controlling party.

The largest and smallest group in which the results of the company are consolidated is that headed by Nightcap plc, incorporated in England and Wales. The consolidated accounts are available to the public and may be obtained from Nightcap plc's website www.nightcapplc.com/results-and-reports/.
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