Registered number
12040452
Rooftop Cinema Group Ltd
Report and Accounts
31 December 2023
Rooftop Cinema Group Ltd
Report and Consolidated accounts
Contents
Page
Company information 1
Directors' report 2
Stategic report 3
Independent auditor's report 4
Profit and loss account 6
Balance sheet 7
Statement of changes in equity 8
Notes to the accounts 9
Rooftop Cinema Group Ltd
Company Information
Directors
N Frow
G Cottle
A Francis
R Barley
L Behm
Auditors
Brookfield & Co
18 Concanon Road
LONDON
SW2 5TA
Registered office
Unit B3.1 Bussey Building
133 Copeland Road
London
England
SE15 3SN
Registered number
12040452
Rooftop Cinema Group Ltd
Registered number: 12040452
Directors' Report
The directors present their report and consolidated accounts for the year ended 31 December 2023.
Principal activities
The group's principal activity during the year continued to be the provison of open-air cinema experiences.
Directors
The following persons served as directors during the year:
N Frow
G Cottle
A Francis
R Barley
L Behm
Directors' responsibilities
The directors are responsible for preparing the report and consolidated accounts in accordance with applicable law and regulations.
Company law requires the directors to prepare accounts for each financial year. Under that law the directors have elected to prepare the consolidated accounts 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 consolidated accounts unless they are satisfied that they give a true and fair view of the state of affairs of the group and the company and of the profit or loss of the group for that period. In preparing these consolidated accounts, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and estimates that are reasonable and prudent;
prepare the accounts on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group's transactions and disclose with reasonable accuracy at any time the financial position of the group and enable them to ensure that the consolidated accounts comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Disclosure of information to auditors
Each person who was a director at the time this report was approved confirms that:
so far as he is aware, there is no relevant audit information of which the group's auditor is unaware; and
he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditor is aware of that information.
Small company provisions
This report has been prepared in accordance with the provisions in Part 15 of the Companies Act 2006 applicable to companies subject to the small companies regime.
This report was approved by the board on 27 July 2024 and signed on its behalf.
R Barley
Director
Rooftop Cinema Group Ltd
Strategic report
The business operates open-air cinemas on the rooftops of buildings in the UK and the US. During the year the business opened a 2nd screen at Houston in March to screen new releases as well as classic movies. The launch has gone very well with a significant increase in revenues and site profitability. Our F&B offering was expanded in San Diego and New York. The underlying core business was strong with most venues achieving their record year of sales and profitability. The business also successfully launched fireside cinema in Q1 2024 to extend the operation of our DTLA venue through the winter. On the back of this success, this offering will be rolled out across most of the estate in Q4 2024. The pipeline of new venue opportunities is strong with potential new sites covering states such as California, Florida, Texas, Arizona, Nevada, New York and Georgia.
This report was approved by the board on 27 July 2024 and signed on its behalf.
Director
Rooftop Cinema Group Ltd
Independent auditor's report
to the members of Rooftop Cinema Group Ltd
Opinion
We have audited the consolidated accounts of Rooftop Cinema Group Ltd for the year ended 31 December 2023 which comprise the Profit and Loss Account, the Balance Sheet, the Statement of Changes in Equity and notes to the consolidated accounts, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In our opinion the consolidated accounts:
give a true and fair view of the state of the group's affairs as at 31 December 2023 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice;
have been prepared in accordance with the requirements of the Companies Act 2006.
Basis of 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 accounts section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the accounts in the UK, including the FRC’s Ethical Standard, and the provisions available for small entities, in the circumstances set out below, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
In accordance with the exemption provided by FRC's Ethical Standard - Provisions Available for Audits of Small Entities, we have prepared and submitted the company’s returns to the tax authorities and assisted with the preparation of the accounts.
Conclusions relating to going concern
We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where:
the directors' use of the going concern basis of accounting in the preparation of the accounts is not appropriate; or
the directors have not disclosed in the accounts any identified material uncertainties that may cast significant doubt about the group’s ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the accounts are authorised for issue.
Other information
The other information comprises the information included in the report and accounts, other than the accounts and our auditor’s report thereon. The directors are responsible for the other information. Our opinion on the accounts 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. In connection with our audit of the accounts, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the accounts or our knowledge obtained in 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 there is a material misstatement in the accounts or a material misstatement of the other information. 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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
the information given in the directors’ report for the financial year for which the consolidated accounts are prepared is consistent with the accounts; and
the directors’ report has been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and its environment obtained in the course of the audit, we have not identified material misstatements in 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, or returns adequate for our audit have not been received from branches not visited by us; or
the consolidated accounts 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; or
the directors were not entitled to prepare the consolidated accounts in accordance with the small companies regime and take advantage of the small companies’ exemptions in preparing the directors’ report and from the requirement to prepare a strategic report.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement, the directors are responsible for the preparation of the accounts 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 accounts that are free from material misstatement, whether due to fraud or error.
In preparing the accounts, the directors are responsible for assessing the group’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 to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the accounts
Our objectives are to obtain reasonable assurance about whether the consolidated accounts 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. 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 accounts.
A further description of our responsibilities for the audit of the consolidated accounts is located on the Financial Reporting Council’s website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Use of our report
This report is made solely to the 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 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 company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
J A Brookfield
(Senior Statutory Auditor) 18 Concanon Road
for and on behalf of
Brookfield & Co LONDON
Accountants and Statutory Auditors
27 July 2024 SW2 5TA
Rooftop Cinema Group Ltd
Consolidated Profit and Loss Account
for the year ended 31 December 2023
2023 2022
Notes £ £
Turnover 12,008,978 10,456,599
Cost of sales (2,671,752) (2,024,805)
Gross Profit 9,337,226 8,431,794
Administrative expenses (9,078,641) (7,766,273)
Other operating income 361,646 389,845
Operating Profit/pre amortisation and depreciation 258,585 665,521
Amortisation and depreciation (1,124,606) (1,601,366)
Operating Result for the year (866,021) (935,845)
Disposal of fixed assets (76,267) (60,323)
Exceptional Items 3 (438,376) (878,576)
Interest receivable 530 698
Interest payable (88,432) (28,279)
Result before taxation (1,468,566) (1,902,325)
Tax on profit/(loss) (38,455) 58,318
Loss for the financial Year (1,507,021) (1,844,007)
Rooftop Cinema Group Ltd
Registered number: 12040452
Consolidated Balance Sheet
as at 31 December 2023
Group Company Group
Notes 2023 2023 2022
£ £ £
Fixed assets
Tangible assets 6 1,971,134 - 2,606,757
Investments 7 606,691 -
1,971,134 606,691 2,606,757
Current assets
Stocks 50,031 18,324
Debtors 8 231,630 5,968,158 172,904
Cash at bank and in hand 803,083 - 1,830,004
1,084,744 5,968,158 2,021,232
Creditors: amounts falling due within one year 9 (1,319,537) (147,695) (1,454,202)
Net Current Assets (234,793) 5,820,463 567,030
Total assets less current liabilities 1,736,341 6,427,154 3,173,787
Creditors: amounts falling due after more than one year 10 (394,959) - (325,384)
Net Assets 1,341,382 6,427,154 2,848,403
Capital and reserves
Called up share capital 14 3,643,392 3,643,392 3,643,392
Share premium 15 5,767,179 5,767,179 5,767,179
Profit and loss account 16 (8,069,189) (2,983,417) (6,562,168)
Shareholders' funds 1,341,382 6,427,154 2,848,403
The accounts have been prepared and delivered in accordance with the special provisions applicable to companies subject to the small companies regime. The profit and loss account has not been delivered to the Registrar of Companies.
R Barley
Director
Approved by the board on 27 July 2024
Rooftop Cinema Group Ltd
Consolidated Statement of Changes in Equity
for the year ended 31 December 2023
Share Share Re- Profit Total
capital premium valuation and loss
reserve account
£ £ £ £ £
At 1 January 2022 3,641,392 5,767,179 - (4,718,161) 4,690,410
Loss for the financial Year (1,844,007) (1,844,007)
Shares issued 2,000 - 2,000
At 31 December 2022 3,643,392 5,767,179 - (6,562,168) 2,848,403
At 1 January 2023 3,643,392 5,767,179 - (6,562,168) 2,848,403
Loss for the financial Year (1,507,021) (1,507,021)
At 31 December 2023 3,643,392 5,767,179 - (8,069,189) 1,341,382
Rooftop Cinema Group Ltd
Notes to the Consolidated Accounts
for the year ended 31 December 2023
1 Accounting policies
Basis of preparation
The consolidated 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 consolidate the results of the company and its wholly owned subsidiaries on a line by line basis. A separate profit and loss account for the company itself has not been presented, because the company has taken advantage of the exemptions afforded by the Companies Act 2006. The accounts of Rooftop Cinema Club Inc are unaudited.
Turnover
Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the sale of goods and from the rendering of services. Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have transferred to the buyer. Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs.
Intangible fixed assets
Intangible fixed assets are measured at cost less accumulative amortisation and any accumulative impairment losses.
Tangible fixed assets
Tangible fixed assets are measured at cost less accumulative depreciation and any accumulative impairment losses. Depreciation is provided on all tangible fixed assets, other than freehold land, at rates calculated to write off the cost, less estimated residual value, of each asset evenly over its expected useful life, as follows:
Leasehold land and buildings 15% reducing balance or straight line over 3 years
Plant and machinery 15% reducing balance or straight line over 3 -5 years
Fixtures, fittings, tools and equipment 15% reducing balance or straight line over 3 years
Investments
Investments in subsidiaries, associates and joint ventures are measured at cost less any accumulated impairment losses. Listed investments are measured at fair value. Unlisted investments are measured at fair value unless the value cannot be measured reliably, in which case they are measured at cost less any accumulated impairment losses. Changes in fair value are included in the profit and loss account.
Debtors
Short term debtors are measured at transaction price (which is usually the invoice price), less any impairment losses for bad and doubtful debts. Loans and other financial assets are initially recognised at transaction price including any transaction costs and subsequently measured at amortised cost determined using the effective interest method, less any impairment losses for bad and doubtful debts.
Creditors
Short term creditors are measured at transaction price (which is usually the invoice price). Loans and other financial liabilities are initially recognised at transaction price net of any transaction costs and subsequently measured at amortised cost determined using the effective interest method.
Taxation
A current tax liability is recognised for the tax payable on the taxable profit of the current and past periods. A current tax asset is recognised in respect of a tax loss that can be carried back to recover tax paid in a previous period. Deferred tax is recognised in respect of all timing differences between the recognition of income and expenses in the financial statements and their inclusion in tax assessments. Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference, except for revalued land and investment property where the tax rate that applies to the sale of the asset is used. Current and deferred tax assets and liabilities are not discounted.
Provisions
Provisions (ie liabilities of uncertain timing or amount) are recognised when there is an obligation at the reporting date as a result of a past event, it is probable that economic benefit will be transferred to settle the obligation and the amount of the obligation can be estimated reliably.
These accounts include a provision for the refurbishment of leasehold property, to spread the anticipated costs evenly over a period of three years.
Foreign currency translation
Transactions in foreign currencies are initially recognised at the rate of exchange ruling at the date of the transaction. At the end of each reporting period foreign currency monetary items are translated at the closing rate of exchange. Non-monetary items that are measured at historical cost are translated at the rate ruling at the date of the transaction. All differences are charged to profit or loss.
Pensions
Contributions to defined contribution plans are expensed in the period to which they relate.
2 Audit information
The audit report is unqualified.
Senior statutory auditor: J A Brookfield
Firm: Brookfield & Co
Date of audit report: 27 July 2024
Group Group
3 Exceptional items 2023 2022
£ £
Pre opening costs (438,376) (878,576)
(438,376) (878,576)
4 Employees Number Number
Average number of persons employed by the group 77 60
Company Group
£ £
5 Intangible fixed assets
Goodwill:
Cost
At 1 January 2023 2,934,635 3,048,664
At 31 December 2023 2,934,635 3,048,664
Amortisation
At 1 January 2023 2,934,635 3,048,664
At 31 December 2023 2,934,635 3,048,664
Net book value
At 31 December 2023
- -
Goodwill was written off in equal annual instalments over its estimated economic life of 3 years.
6 Tangible fixed assets (Group)
Fixtures & Fittings Plant and machinery Leasehold Property Total
£ £ £ £
Cost
At 1 January 2023 2,047,552 176,861 1,933,126 4,157,539
Additions 256,910 140,775 401,839 799,524
Disposals (185,487) - (191,856) (377,343)
At 31 December 2023 2,118,975 317,636 2,143,109 4,579,720
Depreciation
At 1 January 2023 631,772 116,530 802,480 1,550,782
Disposals (66,802) - - (66,802)
Charge for the year 561,810 29,055 533,741 1,124,606
On disposals (66,939) - - (66,939)
At 31 December 2023 1,126,780 145,585 1,336,221 2,608,586
Net book value
At 31 December 2023 992,195 172,051 806,888 1,971,134
At 31 December 2022 1,415,780 60,331 1,130,646 2,606,757
7 Investments
Investments in
subsidiary
undertakings
Company
£
Cost
At 1 January 2023 606,691
At 31 December 2023
606,691
Details of the company's subsidiaries at 31 December 2021 are as follows;
Name of Undertaking Registered Office Nature of business Class of shares held % held
Experience Cinema Holdings Ltd England & Wales Holding Company Ordinary 100%
Experience Cinema Ltd England & Wales Open-air cinema experiences in UK Ordinary 100%
Experience Ticketing Ltd England & Wales Ticketing agent Ordinary 100%
Rooftop Cinema Club Inc USA Open-air cinema experiences in USA Ordinary 100%
Company Company Group Group
8 Debtors 2023 2022 2023 2022
£ £ £ £
Due from group undertakings 5,968,158 5,911,739 - -
Trade debtors - - 101,680 15,116
Other debtors - - 129,950 157,788
5,968,158 5,911,739 231,630 172,904
Company Company Group Group
9 Creditors: amounts falling due within one year 2023 2022 2023 2022
£ £ £ £
Trade creditors 351,026 440,019
Bank loans - - 75,129 67,780
Finance lease and HP contracts 202,703 41,755
Other taxes and social security 61,555 163,513
Other creditors 37,216 26,716 629,124 741,135
147,695 161,286 1,319,537 1,454,202
Company Company Group Group
10 Creditors: amounts falling due after one year 2023 2022 2023 2022
£ £ £ £
Bank loans - - 164,746 233,544
Obligations under finance lease and hire purchase contracts - - 230,213 91,840
- - 394,959 325,384
Company Company Group Group
11 Loans 2023 2022 2023 2022
£ £ £ £
Creditors include:
Secured bank loans - - 239,875 301,324
A NatWest bank loan was for a period of ten years from June 2018 at a rate of 3.56% and is secured by a fixed and floating charge over the assets of the company and one of the directors.
A Cbils bank loan, 80% of which is secured by a government backed guarantee, is for a period of 6 years after the loan was drawn, with a 12 month payment holiday at the start of the loan. The interest rate is 2.81% above bank base rate.
12 Other financial commitments 2023 2022
£ £
Total future minimum payments under non-cancellable operating leases
3,397,094 3,773,647
13 Deferred taxation 2023 2022
£ £
£ £
At 1 January
Credited to the profit and loss account -
Charged to other comprehensive Income - -
- -
At 31 December - -
14 Share capital
Nominal 2023 2023 2022
Allotted, called up and fully paid: value Number £ £
Ordinary shares £1 each 47,538 47,538 47,538
A Ordinary shares £1 each 31,413 31,413 31,413
B Ordinary shares 1p each 4,382,400 43,824 43,824
C Ordinary shares £1 each 3,500,000 3,500,000 3,500,000
D Ordinary shares 1p each 2,061,720 20,617 20,617
3,643,392 3,643,392
Nominal Number Amount
15 Share premium
2023 2022
£ £
At 1 January 5,767,179 5,767,179
Shares issued - -
At 31 December 5,767,179 5,767,179
16 Profit and loss account - Consolidated 2023 2022
£ £
At 1 January (6,562,168) (4,718,161)
Loss for the financial period (1,507,021) (1,844,007)
At 31 December (8,069,189) (6,562,168)
17 Presentation currency
The financial statements are presented in Sterling.
18 Legal form of entity and country of incorporation
Rooftop Cinema Group Ltd is a private company limited by shares and incorporated in England.
19 Principal place of business
The address of the company's principal place of business and registered office is:
Unit B3.1 Bussey Building
133 Copeland Road
London
England
SE15 3SN
20 Related party transactions
During the year Experience Cinema Limited received Income of £20,975 and had expenditure of £236,372 via transactions with SFG Group limited. All of the transactions were on an arms length basis and at normal commercial rates.
Rooftop Cinema Group Ltd 12040452 false 2023-01-01 2023-12-31 2023-12-31 VT Final Accounts October 2023 release 2 12040452 2022-01-01 2022-12-31 12040452 core:ShareCapital 2022-01-01 2022-12-31 12040452 core:SharePremium 2022-01-01 2022-12-31 12040452 core:WithinOneYear 2022-12-31 12040452 core:AfterOneYear 2022-12-31 12040452 core:ShareCapital 2022-12-31 12040452 core:SharePremium 2022-12-31 12040452 core:RetainedEarningsAccumulatedLosses 2022-12-31 12040452 core:AllPeriods 2022-12-31 12040452 2021-12-31 12040452 core:ShareCapital 2021-12-31 12040452 core:SharePremium 2021-12-31 12040452 core:OtherReservesSubtotal 2021-12-31 12040452 core:RetainedEarningsAccumulatedLosses 2021-12-31 12040452 2023-01-01 2023-12-31 12040452 bus:PrivateLimitedCompanyLtd 2023-01-01 2023-12-31 12040452 bus:Audited 2023-01-01 2023-12-31 12040452 bus:Director1 2023-01-01 2023-12-31 12040452 bus:Director2 2023-01-01 2023-12-31 12040452 bus:Director3 2023-01-01 2023-12-31 12040452 core:RetainedEarningsAccumulatedLosses 2023-01-01 2023-12-31 12040452 1 2023-01-01 2023-12-31 12040452 2 2023-01-01 2023-12-31 12040452 core:LandBuildings 2023-01-01 2023-12-31 12040452 core:PlantMachinery 2023-01-01 2023-12-31 12040452 core:Vehicles 2023-01-01 2023-12-31 12040452 bus:FRS102 2023-01-01 2023-12-31 12040452 bus:FullAccounts 2023-01-01 2023-12-31 12040452 bus:SmallCompaniesRegimeForAccounts 2023-01-01 2023-12-31 12040452 2023-12-31 12040452 core:WithinOneYear 2023-12-31 12040452 core:AfterOneYear 2023-12-31 12040452 core:ShareCapital 2023-12-31 12040452 core:SharePremium 2023-12-31 12040452 core:RetainedEarningsAccumulatedLosses 2023-12-31 12040452 core:OtherReservesSubtotal 2023-12-31 12040452 core:Goodwill 2023-12-31 12040452 core:LandBuildings 2023-12-31 12040452 core:PlantMachinery 2023-12-31 12040452 core:Vehicles 2023-12-31 12040452 core:AllPeriods 2023-12-31 12040452 2022-12-31 12040452 core:OtherReservesSubtotal 2022-12-31 12040452 core:Goodwill 2022-12-31 12040452 core:LandBuildings 2022-12-31 12040452 core:PlantMachinery 2022-12-31 12040452 core:Vehicles 2022-12-31 iso4217:GBP xbrli:pure