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PETS Pets At Home Group Plc

287.40
4.40 (1.55%)
Last Updated: 10:22:41
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Pets At Home Group Plc LSE:PETS London Ordinary Share GB00BJ62K685 ORD 1P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  4.40 1.55% 287.40 287.00 287.40 288.60 280.60 280.60 95,263 10:22:41
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Misc Retail Stores, Nec 1.4B 100.7M 0.2114 13.63 1.37B

Pets At Home Group Plc Interim Financial Results (5481I)

27/11/2018 7:00am

UK Regulatory


Pets At Home (LSE:PETS)
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TIDMPETS

RNS Number : 5481I

Pets At Home Group Plc

27 November 2018

FOR IMMEDIATE RELEASE, 27th NOVEMBER 2018

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

Becoming the leading pet care specialist and returning to sustainable cashflow growth: interim financial results, strategic update and veterinary business review

   --      UK pet care market remains resilient, growing at c3-4% 
   --      Pets at Home unique strategy winning with customers 

o Retail business H1 FY19 LFL growth of 4.7%(#) , taking market share

o Vet practice H1 FY19 customer revenues growing at 15.4%

   --      New strategy to become a complete pet care company 

-- Taking action in our vet business to release cash profits and deliver more sustainable growth

-- Building the right leadership team to deliver, having recently appointed our Chief Data Officer, COO of Retail and CEO of the First Opinion vet business to our Executive Management Team

   --      Group focus is to deliver sustainable free cashflow growth 

Comment from Peter Pritchard, Group Chief Executive Officer

"Since becoming the Group CEO in May, I have had the opportunity to take stock of the wider group and shape my view of our future. What I have found fills me with confidence. Pets at Home is a healthy business and customers are loving what we do; responding to our price repositioning, investment in digital and the amazing service delivered by our vet partners. We have the ability to offer almost everything a pet owner needs, giving us opportunities our competitors simply don't have. Which is why my vision is to develop a complete pet care company, uniting our retail and vet businesses.

Reviewing our Vet Group has been a priority. I recognise we have grown at pace and more recently, have seen the pressure that rising costs and our fees are placing on this young business. We will need to recalibrate the business to deliver more measured growth, whilst maintaining our plan to generate significant cash profits.

We are focused on maximising our unique assets and delivering a plan for sustainable cashflow and profit growth. Given the success of the changes we have made in Retail, I'm confident we can do this."

First Opinion vet business review: recalibrating the business to deliver sustainable returns

We have completed a review of the First Opinion vet business, in recognition that the business' environment has evolved. Our findings have confirmed we are operating in a market growing at c5%, customer revenue growth is strong and we have a unique business model through shared ownership with Joint Venture Partners (JVPs). We also recognise the increasing cost pressures, including fees charged by Pets at Home, that certain practices are experiencing. We are taking action to put our business on a stronger long term footing and deliver significant cashflow.

We have 471 practices, of which the majority have already achieved, or are expected to remain on track to reach maturity. With our JV practices, we plan to rebalance and simplify the fee structure, to allow practices to mature more swiftly and generate returns for both Pets at Home and JVPs. We will also offer to buy back and consolidate up to 55 practices from JVPs. Around 25 of these will be operated as company managed practices, whilst we will consider the options for the remainder, which may result in us proposing to close them. For all practices which we offer to buy back, JVPs will not be expected to repay outstanding borrowings to any parties and Pets at Home will settle any liabilities for third party bank loans and leases on behalf of the JVP. We expect this to result in total non-underlying income statement costs of up to GBP49m and non-underlying cash costs of up to GBP27m.

Impact of future vet business actions on the interim financial statements

For practices which we will offer to buy back from JVPs, fee income has not been recognised within Vet Group revenue. A non-underlying charge of GBP29.0m has been recognised against Vet Group, and Group, gross profit to provide for the balance of funding provided by Pets at Home, guaranteed bank and lease obligations, and the cost of additional operating cash outflows forecast to be incurred by the Group through to buy-out. Further costs, including closure costs if we decide to close practices, are expected to be provided during H2 FY19 and FY20.

Interim financial results for the 28 week period from 30(th) March to 11(th) October 2018:

 
 GBPm                                       H1 FY18         H1 FY19   YoY change   LfL growth(#) 
 Group revenue(1)                             468.0           499.3         6.7%         5.3%(2) 
-----------------------------------  --------------  --------------  -----------  -------------- 
   Retail revenue                             418.5           443.7         6.0%            4.7% 
-----------------------------------  --------------  --------------  -----------  -------------- 
   Vet Group revenue(1)                        49.5            55.6        12.3%        11.9%(2) 
-----------------------------------  --------------  --------------  -----------  -------------- 
 Underlying Group gross margin(3)             51.9%           50.3%    (160) bps 
-----------------------------------  --------------  --------------  -----------  -------------- 
 Group underlying profit before 
  tax(3,4,#)                                   41.8            37.9       (9.3)% 
-----------------------------------  --------------  --------------  -----------  -------------- 
 Group underlying free cashflow(#)             23.2            27.3        17.7% 
-----------------------------------  --------------  --------------  -----------  -------------- 
 
 Group non-underlying charges(3,4)            (1.0)          (29.9)           NM 
-----------------------------------  --------------  --------------  -----------  -------------- 
 Group statutory profit before 
  tax                                          40.8             8.0      (80.5)% 
-----------------------------------  --------------  --------------  -----------  -------------- 
 
 Dividend (p)                                   2.5             2.5            - 
-----------------------------------  --------------  --------------  -----------  -------------- 
 

1. The fee income for practices which we will offer to buy back from JVPs has not been recognised within H1 FY19 total revenue, but remains within H1 FY18 total revenue (H1 FY18: GBP1.9m). For information, the fee income which has been removed from total revenue in H1 FY19 is GBP2.2m

2. The fee income for practices which we will offer to buy back from JVPs has not been recognised in either H1 FY19 or H1 FY18 LFL revenue

3. H1 FY19 non-underlying charges include GBP29.0m relating to a provision made against the balance of funding provided by Pets at Home, recognition of guaranteed third party liabilities, and the cost of additional operating cash outflows forecast to be incurred by the Group through to buy-out, for JV practices which we will offer to buy back from JVPs in the future (H1 FY18: GBPnil)

4. H1 FY19 non underlying charges include GBP0.9m relating to an accounting charge for the potential future acquisition of minority stakes owned by vet partners in the specialist referral centres, which have been charged against operating costs (H1 FY18: GBP1.0m)

-- VIP loyalty members are visiting more frequently and spending more, website traffic and conversion rates are up and we are welcoming new customers and vet practice clients

   --      Retail performing strongly in-store and online with LFL growth of 4.7%(#) 

o Our price position on all comparable items is within 5% of online competitors, and where customers opt into a repeat delivery, our prices are c2% cheaper (correct as of 26/11/18)

o Omnichannel revenues up 45.2% to GBP35.3m, supported by initiatives such as Easy Repeat delivery, subscription and Order-In-Store

   --      Vet Group customer revenue growth of 15.4% and mature practices growing ahead of the market 
   --      Already delivering on our plan to unlock the combined strength of products and services 

o Recently launched the 'Pet Care Plan' initiative, which incentivises store colleagues to introduce customers to our vet practices and health plans

Summary updated financial guidance (further detail on page 6)

FY19 underlying Group financial guidance

-- Underlying FCF(#) of at least GBP55m (broadly flat y/y) and underlying PBT(#) of at least GBP80-85m

   --      Intention to maintain final dividend per share at 7.5p (total dividend cGBP38m) 

FY19 and FY20 non underlying financial items relating to the Vet Group

-- Total non-underlying income statement charge of up to GBP53m: up to GBP42m in FY19 (of which GBP29.9m has been recognised in H1 FY19) and up to GBP11m in FY20. This includes the First opinion business recalibration and the previously guided accounting charge for Specialist Referral centres

-- Total non-underlying cash costs of up to GBP27m: up to GBP13m in FY19 and up to GBP14m in FY20

Results presentation

A presentation for analysts and investors will be held today at 9:30am at Numis Securities Limited, The London Stock Exchange Building, 10 Paternoster Square, London EC4M 7LT, attendance is by invitation only. An audio webcast and statement of these results will be available at http://investors.petsathome.com

Investor Relations enquiries

Pets at Home Group Plc

Amie Gramlick, Director of Investor Relations and Corporate Affairs

Contact: +44 (0)161 486 6688 or irelations@petsathome.co.uk

Media Enquiries

Pets at Home Group Plc

Gill Hammond, Head of Media and Public Affairs

Contact: +44 (0)161 486 6688 or irelations@petsathome.co.uk

Maitland/AMO

Clinton Manning and Joanna Davidson

Contact: +44 (0)20 7379 5151 or PetsAtHome-Maitland@maitland.co.uk

About Pets at Home

Pets at Home Group Plc is the UK's leading pet care business; our commitment is to make sure pets and their owners get the very best advice, products and care. Pet products are available online or from our 451 stores, many of which also have vet practices and grooming salons. Pets at Home also operates a UK leading small animal veterinary business, with 471 First Opinion practices located both in our stores and in standalone locations, as well as four Specialist Referral centres. For more information visit: http://investors.petsathome.com/

Disclaimer

This statement of interim financial results does not constitute an invitation to underwrite, subscribe for, or otherwise acquire or dispose of any Pets at Home Group Plc shares or other securities nor should it form the basis of or be relied on in connection with any contract or commitment whatsoever. It does not constitute a recommendation regarding any securities. Past performance, including the price at which the Company's securities have been bought or sold in the past, is no guide to future performance and persons needing advice should consult an independent financial adviser.

Certain statements in this statement of interim financial results constitute forward-looking statements. Any statement in this document that is not a statement of historical fact including, without limitation, those regarding the Company's future plans and expectations, operations, financial performance, financial condition and business is a forward-looking statement. Such forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially. These risks and uncertainties include, among other factors, changing economic, financial, business or other market conditions. These and other factors could adversely affect the outcome and financial effects of the plans and events described in this statement. As a result you are cautioned not to place reliance on such forward-looking statements. Nothing in this statement should be construed as a profit forecast.

Strategic update: becoming the best pet care business in the world

We are positioned in the resilient GBP7bn UK pet care market, which is growing at c3-4%. Our vision is to maximise our unique assets to become a pet care business, delivered through a new strategy:

Bring the pet experience to life

-- Optimise our store network, relocating or closing a small number of stores, accommodated by lease breaks or expiry

   --      Put our pets centre stage 
   --      Digitise our business and become the specialist market leader for online pet care 
   --      Keep prices competitive and cheaper than competitors for our most loyal customers 
   --      Grow private labels to 50% of our sales 

Deliver 50% of sales from pet care services

-- Develop our stores of tomorrow, with more space dedicated to pet care and services, and a more engaging customer experience

-- Extend our subscription expertise into pet care plans, offering combination packages of products, vet care and grooming

-- Recalibrate our First Opinion vet business and realise free cashflow growth by accelerating maturity in existing practices

   --      Grow our Specialist Referral business through existing hospitals and opening new centres 

Use our data to better serve customers

-- Connect customer data across the retail and vet businesses to deliver more personalised offers for customers

   --      Give colleagues information to better serve customers at the point of sale 
   --      Utilise data across the business to drive strategic decision making and automation 

Set our people free to serve

-- Give our highly trained store colleagues more time with customers by removing inefficiencies and needless tasks

   --      Build the systems to enable our new strategy and reduce overheads across the business 
   --      Ensure we are building the right teams with the capability and skills to deliver our plan 

Strategic review of interim results: already delivering our new plans

The strength of trading performance reflects the steps we have taken to put the business on a stronger competitive footing and progress with our strategy to deliver complete pet care. We have seen growth and improvement across; existing retail customer spend and frequency, website traffic and conversion, vet practice new client registrations and health plan purchases, and the number of customers who purchase both products and services.

In retail, price repositioning has continued and we are within 5% of our most competitive online peer on all comparable items. We are the same price when comparing the items that we believe really matter, and even cheaper if customers opt into 'easy repeat' delivery. (All price comparisons correct as of 26/11/18.)

Subscription is a growing consumer trend where we are leading the way in the pet market, with 650,000 customers on a form of loyal subscription across our online, vet and grooming salon plans.

The power of being 'together' for the customer has been demonstrated through the success of our VIP puppy club. The puppy club gives customers the benefit of combined offers across retail, grooming and vet practices, and has resulted in c185,000 puppy owners joining the club, which we believe is nearly 20% of the UK's annual new puppy population. Following such success, we have launched a similar plan for kitten owners. These initiatives show our ability to do the right thing for pets and win the loyalty of owners at the start of their lifetime journey.

First Opinion veterinary business review

Our veterinary business has experienced a sustained period of rollout, with more than 250 practice openings in the last five years. More recently, we recognise the business' environment is changing. An increasingly tight supply of veterinarians in the UK is putting upward pressure on salaries. This creates cost pressure in practices and constrains their growth, leading to increased levels of practice debt and a longer time to profitability. Pets at Home has experienced the need to support practices with more funding, eroding our cash profit and returns. We have therefore completed a full review of the business.

Our review has confirmed that we are operating in a resilient market growing at c5% and customer revenue growth in nearly all practices remains strong and ahead of the market. We remain reassured that our shared ownership business model delivers competitive benefits to both Partners and Pets at Home. Through the review, we analysed the trading potential, cashflow projections and operational KPIs for all 471 First Opinion practices. It confirmed the vast majority are on target to reach profitability and repay liabilities within an appropriate time period, or have already reached a mature profitable status. However, there are a small number of Joint Venture practices where the fees charged by Pets at Home, when combined with the salary cost pressures they are experiencing, is limiting their ability to reach or retain profitability.

Our review will lead to four areas of action with Joint Venture (JV) practices:

   i)          Simplify and adjust the Joint Venture fee structure 

We expect the overall financial trajectory of most practices to remain in line with our plans. However, there is a need to rebalance the economics of the JV model, to allow practices to mature more swiftly and generate improved returns for both Pets at Home and JVPs. In the next financial year, FY20, we plan to simplify and adjust the fee structure for some practices. Through simplification, we will also create opportunities for efficiency at our central Support Office and enhance our business service levels to JVPs.

   ii)          Operate some practices under a company managed model 

There are c25 JV practices where we believe their cashflows can no longer support the payment of fees under our current model, but have a viable profit pool if we were to own those practices outright. We will offer to buy back these practices from JVPs, starting the process in the current financial year, FY19, with the proposal of consolidating and operating them as company managed practices. Under this proposal, JVPs would not be expected to repay any outstanding borrowings to any parties, and Pets at Home will settle any liabilities for third party bank loans on behalf of the practice, should a buy back be completed.

(NB. Pets at Home already operates 25 practices under a company managed model. This will bring the total company managed practices to around 50)

   iii)         Consider some practice closures 

A small number of JV practices, in up to 30 locations, may not, we believe, be viable over the longer term. We have considered this in multiple contexts; does the practice location have the ability to generate sufficient client revenues, would practice cashflows generate a positive NPV, and whether the practice could now repay outstanding debts in a realistic time frame. We will offer to buy back these practices from existing JVPs, starting immediately. We will then consider the best option for that practice, which may result in us formulating a proposal to close them over the coming months. Under this proposal, JVPs would not be expected to repay any outstanding borrowings to any parties and again, Pets at Home plans will settle any liabilities for third party bank loans and leases on behalf of the practice, should a buy back be completed.

   iv)         Slow rollout to focus on existing portfolio 

During FY19, practice rollout is expected to be up to 20 new openings. Following this year, rollout will be up to 10 practices per year, working towards a new rollout target of up to 700 practices across the UK. This enables us to focus attention on the existing practices and grow in a sustainable manner against a backdrop where veterinarian shortages are likely to persist.

The actions we are taking will accelerate the path to profitability and cash returns to JVPs. For Pets at Home, we will see a decline in the working capital required to support our vet practices and a clearer path to maturity, whilst we will benefit from improved cashflow by closing practises that are unprofitable and consuming cash. We expect the Vet Group to generate underlying FCF in FY19, which is broadly flat year on year, subsequently growing at a high single digit CAGR over the next 2-3 years. Over a longer time, as our practices mature, we would expect our existing practice base to generate FCF for Pets at Home up to GBP60m.

Updated financial guidance

Underlying financial guidance

 
 GBPm                                        FY19               FY20                           Comments 
 Vet Group 
----------------------------  -------------------  -----------------  --------------------------------- 
                                                     Slight growth 
 Total revenue                      GBP110-120m                y/y 
 Fee income from JV 
  practices                         GBP60-65m 
 Consolidated revenue 
  from company managed 
  First Opinion practices, 
  Specialist Referral 
  centres and other Vet 
  Group revenue                     GBP50-55m 
----------------------------  ---------------  -------------------  ----------------------------------- 
                                                                                   FY19 includes a core 
                                                                                    provision of cGBP3m 
                                                                                   against funding made 
                                                    Slight decline                  by PAH to practices 
 Underlying EBIT(#)                 GBP30-33m                  y/y                     remaining as JVs 
----------------------------  ---------------  -------------------  ----------------------------------- 
                                                                         Of the expected non-underlying 
                                                                                items in FY19, GBP29.9m 
 Total non-underlying                                                       has already been recognised 
  items(#)                       Up to GBP42m         Up to GBP11m                           in H1 FY19 
----------------------------  ---------------  -------------------  ----------------------------------- 
                                                                                   FY19 includes a cash 
                                                                                   outflow of operating 
                                                     Slight growth         loans to practices remaining 
 Underlying free cashflow(#)        GBP10-13m                  y/y                 as JVs of cGBP10-12m 
----------------------------  ---------------  -------------------  ----------------------------------- 
                                                                                   Includes all funding 
                                                                              from PAH to JV practices: 
                                                                                    incl. gross balance 
                                                                        of operating loans (GBP45-50m), 
                                                                                 initial practice setup 
 Gross balance of funding                                Reduction              investments & any other 
  liabilities                      cGBP70-75m                  y/y                                loans 
----------------------------  ---------------  -------------------  ----------------------------------- 
 Pets at Home Group 
----------------------------  ---------------  -------------------  ----------------------------------- 
                                                    Slight decline 
 Underlying Group PBT               GBP80-85m                  y/y 
----------------------------  ---------------  -------------------  ----------------------------------- 
 Underlying Group free               At least        Slight growth 
  cashflow                             GBP55m                  y/y 
----------------------------  ---------------  -------------------  ----------------------------------- 
 Leverage (net debt: 
  underlying EBITDA)                      c1x                  c1x 
----------------------------  ---------------  -------------------  ----------------------------------- 
 
 

Non-underlying financial items

-- Non-underlying cost to the income statement of up GBP53m, of which we expect GBP42m in FY19 (of which GBP29.9m has been recognised in H1 FY19) and GBP11m in FY20

o Non-underlying costs of up to GBP40m in FY19 and up to GBP9m in FY20, related to practices which we will offer to buy back from JVPs. This includes the full provision for practice funding owed to Pets at Home by Joint Venture practices, funding liabilities transferred to Pets at Home from third party lenders and landlords and, should we decide to close any practices, closure costs during H2 FY19 and FY20

o Of which GBP1-2m in FY19 and GBP1-2m in FY20 relates to the accounting treatment of the minority stakes owned by vet partners in the Specialist Referral centres, as previously guided

-- Non-underlying cost to the cashflow statement of up GBP27m, of which we expect GBP13m in FY19 and GBP14m in FY20, which largely reflects the repayment of third party bank loans and any other liabilities, including closure costs, for practices we will offer to buy back from JVPs

Financial review of interim results

H1 FY19 represents the 28 week period from 30(th) March to 11(th) October 2018. The H1 FY18 accounting period represents the 28 week period from 31(st) March to 12(th) October 2017.

The Group's results are shown as two segments that represent the size of the respective businesses and our new internal reporting structures; Retail (includes products purchased online and in-store, pet sales, grooming services and insurance products) and Vet Group (includes our First Opinion practices and Specialist Referral centres).

Financial Key Performance Indicators

 
 GBPm                                           H1 FY18         H1 FY19   YoY change 
 Group Like for like revenue growth(1, 
  #)                                               3.9%         5.3%(2) 
---------------------------------------  --------------  --------------  ----------- 
   Retail                                          2.8%            4.7% 
---------------------------------------  --------------  --------------  ----------- 
   Vet Group(1)                                   16.7%        11.9%(2) 
---------------------------------------  --------------  --------------  ----------- 
 
 Group revenue (GBPm)(1)                          468.0           499.3         6.7% 
---------------------------------------  --------------  --------------  ----------- 
   Retail                                         418.5           443.7         6.0% 
---------------------------------------  --------------  --------------  ----------- 
   Vet Group(1)                                    49.5            55.6        12.3% 
---------------------------------------  --------------  --------------  ----------- 
 
 Group underlying gross margin(3)                 51.9%           50.3%    (160) bps 
---------------------------------------  --------------  --------------  ----------- 
   Retail                                         52.2%           51.0%    (129) bps 
---------------------------------------  --------------  --------------  ----------- 
   Vet Group(3)                                   49.4%           45.5%    (393) bps 
---------------------------------------  --------------  --------------  ----------- 
 
 Group underlying EBIT(3,4,#) (GBPm)               44.1            39.8       (9.7)% 
---------------------------------------  --------------  --------------  ----------- 
   Retail                                          31.0            29.4       (5.3)% 
---------------------------------------  --------------  --------------  ----------- 
   Vet Group(3,4)                                  16.3            13.7      (16.2)% 
---------------------------------------  --------------  --------------  ----------- 
 
 Group underlying EBIT margin(3,4,#)               9.4%            8.0%    (145) bps 
---------------------------------------  --------------  --------------  ----------- 
   Retail                                          7.4%            6.6%     (79) bps 
---------------------------------------  --------------  --------------  ----------- 
   Vet Group (3,4)                                32.9%           24.6%    (835) bps 
---------------------------------------  --------------  --------------  ----------- 
 
 Group Underlying PBT(3,4,#) (GBPm)                41.8            37.9       (9.3)% 
---------------------------------------  --------------  --------------  ----------- 
 Group non-underlying charges(2) 
  (GBPm)                                          (1.0)          (29.9)           NM 
---------------------------------------  --------------  --------------  ----------- 
 Group Statutory PBT (GBPm)                        40.8             8.0      (80.5)% 
---------------------------------------  --------------  --------------  ----------- 
 Underlying basic EPS(3,4,#) (p)                    6.7             6.1       (8.3)% 
---------------------------------------  --------------  --------------  ----------- 
 Statutory basic EPS (p)                            6.5             1.2      (80.8)% 
---------------------------------------  --------------  --------------  ----------- 
 Dividend (p)                                       2.5             2.5         0.0% 
---------------------------------------  --------------  --------------  ----------- 
 
 Underlying free cashflow(#) (GBPm)                23.2            27.3        17.7% 
---------------------------------------  --------------  --------------  ----------- 
 CROIC(#)                                         19.4%           18.3%    (115) bps 
---------------------------------------  --------------  --------------  ----------- 
 Leverage (Net debt / underlying 
  EBITDA(#) )                                      1.2x            1.1x 
---------------------------------------  --------------  --------------  ----------- 
 

1. The fee income for practices which we will offer to buy back from JVPs has not been recognised within H1 FY19 total revenue, but remains within H1 FY18 total revenue (H1 FY18: GBP1.9m). For information, the fee income which has been removed from total revenue in H1 FY19 is GBP2.2m

2. The fee income for practices which we will offer to buy back from JVPs has not been recognised in either H1 FY19 or H1 FY18 LFL revenue

3. H1 FY19 excludes GBP29.0m relating to a provision made against all funding provided by Pets at Home, recognition of guaranteed third party liabilities, and the cost of additional operating cash outflows forecast to be incurred by the Group through to buy-out for JV practices which we will offer to buy back from JVPs in the future (H1 FY18: GBPnil). This has been charged against Vet Group, and Group, non-underlying gross profit

4. H1 FY19 excludes GBP0.9m relating to an accounting charge for the potential future acquisition of minority stakes owned by vet partners in the specialist referral centres, which have been charged against operating costs (H1 FY18: GBP1.0m). This has been charged against Vet Group, and Group, operating costs

   5.     Group underlying EBIT includes central costs of GBP3.2m in H1 FY19 (H1 FY18: GBP3.2m) 

Operational Key Performance Indicators

 
                                            H1 FY18   FY18   H1 FY19 
 Number of stores                               450    448       451 
-----------------------------------------  --------  -----  -------- 
 
 Number of vet practices (total)(1)             447    461       471 
-----------------------------------------  --------  -----  -------- 
   Standalone                                   151    152       155 
-----------------------------------------  --------  -----  -------- 
   In-store                                     296    309       316 
-----------------------------------------  --------  -----  -------- 
 
 Number of grooming salons                      301    309       313 
-----------------------------------------  --------  -----  -------- 
 
 % stores with a vet practice & grooming 
  salon                                         55%    58%       59% 
-----------------------------------------  --------  -----  -------- 
 
 VIP Club active members(2) (m)                 3.8    3.9       4.0 
-----------------------------------------  --------  -----  -------- 
 VIP swipe as % revenue(3)                      69%    69%       70% 
-----------------------------------------  --------  -----  -------- 
 
   1.     Includes both Joint Venture (JV) practices and practices which are company owned and managed 
   2.     Active defined as customers who have purchased during the past twelve months 
   3.     Average swipe rate of the card at store tills over latest quarterly period 

Impact of future vet business actions on the interim financial statements

As part of the recalibration of the First Opinion vet business, we will offer to buy back up to 55 practices from Joint Venture Partners (JVPs) over the coming months. In recognition of these plans, the following principles have been applied to the interim financial statements:

-- No fee income for those practices has been recognised within the total Vet Group, and Group, income statements for H1 FY19. For information, the fee income generated by those practices in H1 FY19 would have been GBP2.2m (H1 FY18: GBP1.9m). (Please refer to the financial statements Note 2 for more detail.)

-- For the purposes of the like-for-like revenue growth calculation, the fee income for this group of practices has been removed from both H1 FY19 and the prior year H1 FY18 period.

-- For those practices, a non-underlying charge of GBP29.0m has been recognised against Vet Group, and Group, gross profit to provide for the balance of funding provided by Pets at Home, guaranteed bank and lease obligations, and the cost of additional operating cash outflows forecast to be incurred by the Group through to buy-out. Further costs, including closure costs if we decide to close practices, are expected to be provided during H2FY19 and FY20.

-- For all remaining practices which we intend to retain as Joint Ventures in the future, we have continued to recognise all fee income within the Vet Group, and Group, income statements. We have also continued to provide, on an expected credit loss basis, against funding made by Pets at Home to those practices. This group of Joint Venture practices currently has a balance of operating loan funding from Pets at Home of GBP30.6m, against which we adopt a core provision of GBP6.7m. This provision has increased by GBP2.5m since FY18 year end, and is reflected as an underlying charge against gross profit to the Vet Group, and Group, income statements.

Revenue

Group revenue in H1 FY19 grew 6.7% to GBP499.3m (H1 FY18: GBP468.0m) and like-for-like (LFL) revenues grew 5.3%(#) .

Retail revenues grew 6.0% to GBP443.7m (H1 FY18: GBP418.5m), including omnichannel revenue growth of 45.2% to GBP35.3m. LFL revenue growth was 4.7%(#) . Food revenues grew by 8.1% to GBP237.8m (H1 FY18: GBP220.0m), reflecting good performance in dog Advanced Nutrition (AN) and bridging food lines, as well as dog treats. AN revenues overall grew 9.7% to GBP108.7m (H1 FY18: GBP99.0m). Accessories revenues grew 3.9% to GBP183.6m (H1 FY18: GBP176.8m) where we saw particular strength in categories such as travel & training, cat litter and health & hygiene.

Vet Group revenues grew 12.3% to GBP55.6m (H1 FY18: GBP49.5m), with LFL growth of 11.9%(#) . Revenues from the Specialist Referral centres grew 8.1% to GBP19.7m (H1 FY18: GBP18.2m). We also saw strong growth in customer generated revenues in our First Opinion practices, up 15.4% to GBP166.8m (H1 FY18: GBP144.5m). This led to our fee income increasing by 7.4% to GBP30.0m (H1 FY18: GBP28.0m). We have not recognised fee income of GBP2.2m in H1 FY19 for the practices which we will offer to buy back from JVPs in the future, and will continue with this approach until such time any buy back takes place. The fee income from those practices was recognised in full in the prior year period, H1 FY18, at GBP1.9m. (Please refer to the financial statements Note 2 for more detail.)

Gross margin

Group underlying gross margin declined by 160 bps to 50.3%(#) (H1 FY18: 51.9%).

Underlying (and non-underlying) gross margin within Retail was 51.0%, a reduction of 129 bps over the prior year (H1 FY18: 52.2%), in line with our plans. This mainly reflects our price repositioning activities, where we invested a further GBP4m during the period, and the continued growth of our omnichannel business which has a greater mix of food product versus higher margin accessories.

Underlying gross margin within the Vet Group decreased by 393 bps to 45.5%(#) (H1 FY18: 49.4%). This decline was largely driven by the non-recognition of fee income totalling GBP2.2m for practices which we will offer to buy back from JVPs in the future. In addition, there was a charge of GBP2.5m to the core provision held against funding provided to all other First Opinion JV practices (H1 FY18: GBP0.4m). Core provision refers to our underlying provisioning approach and methodology to practices which we intend to retain as JV practices in the future. In accordance with IFRS9, this is based on an assessment of various risk factors impacting the deemed recoverability of such amounts, and this is charged against underlying gross profit.

Non-underlying Group gross margin was 44.5%(#) (H1 FY18: 51.9%) and non-underlying Vet Group gross margin was (6.7)% (#) (H1 FY18: 49.4%). This reflects a provision of GBP29.0m (H1 FY18: GBPnil), relating to all Pets at Home funding, and recognition of bank and lease obligations as detailed above, relating to those practices which we will offer to buy back from Joint Venture Partners in the future.

Operating profit and operating costs

Underlying Group EBIT was GBP39.8m(#) (H1 FY18: GBP44.1m), with a margin of 8.0%(#) (H1 FY18: 9.4%).

Underlying Retail EBIT was GBP29.4m(#) (H1 FY18: GBP31.0m) with a margin of 6.6%(#) (H1 FY18: 7.4%) and operating cost growth, excluding depreciation and amortisation, of 4.6% to GBP178.6m. A key driver of margin dilution was a charge relating to lease costs for stores vacated during the period of GBP1.6m. Occupation costs (rent, service charges and other costs) again declined as a percentage of sales as we benefit from the rental and other occupancy costs paid by vet practices within our stores, which contributed GBP6.8m during the half (H1 FY18: GBP6.2m). Colleague costs also declined as a percentage of sales, resulting from further streamlining of store colleague hours during the period. We continue to invest in our omnichannel offering and business systems required to deliver the quality in-store experience and reflect the growing importance of digital channels. Depreciation and amortisation in Retail increased 7.7% to GBP18.2m (H1 FY18: GBP16.9m).

Underlying Vet Group EBIT in the first half was GBP13.7m(#) (H1 FY18: GBP16.3m) with a margin of 24.6% (H1 FY18: 32.9%). Operating costs in the Vet Group, excluding depreciation and amortisation, were GBP10.4m (H1 FY18: GBP7.0m). The growth was primarily driven by one-off project costs incurred during the period in relation to the review of the veterinary business, together with an associated increase in Vet Group colleague and IT related costs, as we ensure the central functions which provide services to practices have the appropriate resource and capabilities. Depreciation and amortisation in the Vet Group increased 5.2% to GBP1.2m (H1 FY18: GBP1.1m). In addition to the operating cost growth, the non-recognition of fee income for practices which we will offer to buy back from JVPs in the coming months had a dilutive impact on underlying Vet Group EBIT margin.

Central costs, including IFRS2 charges, Group overheads and colleagues, remained flat at GBP3.2m (H1 FY18: GBP3.2m).

Non-underlying costs of GBP0.9m(#) (H1 FY18: GBP1.0m) were recognised in relation to the ownership structures and accounting treatment of the veterinary Specialist Referral centres. Two of our four centres are structured as a Shared Venture ownership model, where Pets at Home maintains a minimum 75% controlling share, with the remaining shares owned by multiple Shared Venture Partners (SVPs). Pets at Home has an option to buy the SVP shares in the future, with the value of these shares related to profit performance targets. The accounting treatment of such an option is therefore structured as a forward contract. Within the income statement, the discounted future value of the SVP's shares is recognised as an expense over the period to which the option can be exercised, and recognised as a non-underlying expense.

Finance expense

Net finance expense for the half year period was GBP2.0m, a reduction from the prior year (H1 FY18: GBP2.4m) as a result of a favourable interest rate swap.

During the period, we successfully completed a Group refinancing, with the new facility providing access to GBP248m across seven lenders. Based on current leverage, this facility attracts a margin of 1.4% above LIBOR.

Taxation, net income & EPS

Underlying pre tax profit was GBP37.9m(#) (H1 FY18: GBP41.8m) and statutory pre tax profit, including all non-underlying items, was GBP8.0m (H1 FY18: GBP40.8m).

Underlying total tax expense for the period was GBP7.3m(#) , a rate of 19% on underlying pre tax profit.

Underlying profit for the period, after tax, was GBP30.6m(#) (H1 FY18: GBP33.4m) and underlying basic earnings per share were 6.1 pence(#) , (H1 FY18: 6.7 pence). Statutory basic earnings per share were 1.2 pence (H1 FY18: 6.5 pence).

Cash working capital

The cash movement in trading working capital for H1 FY19 was an inflow of GBP5.7m(#) . This comprised of a GBP4.9m increase in inventory, offset by a GBP13.3m increase in payables and a GBP2.7m decrease in receivables.

We continued to support First Opinion veterinary practices with an additional GBP8.9m of cash operating loan funding, in line with our guidance. This lead to an overall Group cash working capital outflow of GBP3.2m.

The gross value of operating loans at the end of the period was GBP46.9m (H1 FY18: GBP30.9m), against which a total provision of GBP23.0m is held (H1 FY18: GBP3.0m). This is comprised of: i) a core provision of GBP6.7m against a GBP30.6m balance of operating loans for practices which we plan to continue operating as Joint Ventures, and ii) a full provision of GBP16.3m against the GBP16.3m balance of operating loans for practices which we will offer to buy back from JVPs in the future.

Capital investment

Capital investment was GBP17.3m (H1 FY18: GBP24.0m), where GBP3.3m is represented by the retrofit of services into our existing store estate (H1 FY18 GBP7.5m), new store capital investment totalled GBP4.3m (H1 FY18: GBP5.0m) and investment in business systems totalled GBP4.7m (H1 FY17: GBP4.8m). Cash capital expenditure was GBP20.3m (H1 FY18: GBP25.8m).

Underlying free cashflow

Group underlying free cashflow (FCF) after interest, tax and before acquisitions increased to GBP27.3m(#) (H1 FY18: GBP23.2m), representing a cash conversion rate of 44.6%(#) (H1 FY18: 35.9%). The increase in FCF when compared with the prior year is driven by a reduced capital expenditure and smaller purchase of shares required to satisfy colleague stock option schemes, offset by a working capital outflow together with one-off costs incurred with the Group refinancing successfully completed during the period.

 
 Underlying free cashflow(#) (GBPm)                   H1 FY18         H1 FY19 
 Underlying cash EBITDA(1,#)                             64.5            61.2 
---------------------------------------------  --------------  -------------- 
 Cash working capital(#)                                  0.6           (3.2) 
---------------------------------------------  --------------  -------------- 
 Operating loan provision movement                      (0.3)             2.5 
---------------------------------------------  --------------  -------------- 
 Tax                                                    (9.7)           (8.4) 
---------------------------------------------  --------------  -------------- 
 Interest                                               (2.2)           (1.3) 
---------------------------------------------  --------------  -------------- 
 Debt issue costs                                           -           (1.8) 
---------------------------------------------  --------------  -------------- 
 Capex                                                 (25.7)          (19.9) 
---------------------------------------------  --------------  -------------- 
 Purchase of own shares to satisfy colleague 
  options                                               (4.0)           (1.8) 
---------------------------------------------  --------------  -------------- 
 
 Underlying free cashflow                                23.2            27.3 
---------------------------------------------  --------------  -------------- 
 

1. Defined as underlying EBITDA# plus IFRS2 share based payment charges (H1 FY18: GBP2.3m, H1 FY19: GBP2.0m)

 
 H1 FY19 Group underlying free cashflow(#)                       Underlying FCF   FCF conversion 
  (GBPm)                                                                 (GBPm) 
 Retail                                                                    30.6            64.5% 
-------------------------------------------  ----------------------------------  --------------- 
 Vet Group                                                                  4.5            30.0% 
-------------------------------------------  ----------------------------------  --------------- 
 Central                                                                  (7.8)         (271.7)% 
-------------------------------------------  ----------------------------------  --------------- 
 
 Group underlying free cashflow                                            27.3            44.6% 
-------------------------------------------  ----------------------------------  --------------- 
 

The Group's net debt position at the end of the half year period was GBP134.8m, which represents a leverage ratio of 1.1x underlying EBITDA.

 
 GBPm                                                FY18         H1 FY19 
 Opening net debt                                 (153.7)         (135.2) 
-------------------------------------------  ------------  -------------- 
 Underlying free cashflow(#)                         55.8            27.3 
-------------------------------------------  ------------  -------------- 
 Ordinary dividends paid                           (37.3)          (24.8) 
-------------------------------------------  ------------  -------------- 
 Acquisitions                                           -           (2.1) 
-------------------------------------------  ------------  -------------- 
 Closing next debt                                (135.2)         (134.8) 
-------------------------------------------  ------------  -------------- 
 
 Leverage (Net debt/underlying EBITDA(#) )           1.1x            1.1x 
-------------------------------------------  ------------  -------------- 
 

Capital allocation

Our capital allocation policy prioritises investing our cash generation in areas that will expand the Group and deliver appropriate returns, including organic capital investment and the working capital needs of our vet business. Our second priority is to maintain an ordinary dividend payment at around 50% of underlying basic earnings per share. Finally, dependent upon our acquisition outlook, and should we not foresee any alternative investment uses, it is our intention to return surplus free cashflow to shareholders in the form of a special dividend or share buyback.

Dividend

The Board has declared an interim dividend of 2.5 pence per share, equal with the prior year. The interim dividend will be payable on the 11(th) January 2019 to shareholders on the register at the close of trading on 7(th) December 2018.

Impact of the UK's exit process from the EU

We continue our work to assess and mitigate the likely impact of the United Kingdom's exit from the European Union (EU). Given the range of possible scenarios it is impossible for us to be specific, however, we are reviewing five aspects in particular:

1) Consumer demand - we recognise the retail market for pet care, despite historical resilience, may change, so we intend to remain vigilant to signs that consumer demand is being affected, so that we may seek to respond appropriately and expediently.

2) Border delays - around 17% of our cost of goods sold are imported from outside the UK. Although Food and Accessories are unlikely to 'spoil' as a result of any border delays, there is a risk that our supply chain becomes longer and there may be additional administrative and other cost burdens.

3) We do not currently expect to see a material tariff impact, as the majority of our products are imported from outside the EU.

4) Exchange rates - the exit process may prompt movements in the USD/GBP exchange rate. The Group purchases products from Asia to a value of around US$70m each year. Our policy is to use a mix of foreign exchange forward contracts to hedge our USD requirement and we have now increased our hedging period to cover the next 18 months, to give us increased time to respond to any such adverse trends. Our hedging requirements for FY19 are in place at an average rate of 1.35 USD:GBP, which had a positive impact of around GBP0.7m during the period. We expect a further gain of around GBP1.1m in the second half of FY19, and based on our current forward contracts, we expect no material foreign exchange impacts for FY20.

5) A significant number of colleagues, particularly within our Vet Group and distribution centres, are non-UK EU nationals. Brexit may result in changes to UK immigration policy which increases the risk around the availability, recruitment and retention of these individuals. We are working closely with professional bodies including the Royal College of Veterinary Surgeons and the British Veterinary Association and support them in their calls on Government to formally recognise the shortages of veterinary surgeons across all disciplines, particularly in light of restrictions on free movement for EU nationals following Brexit.

We will continue our preparations for all likely process outcomes as part of our regular risk mitigation process, until the UK and EU's path forward is clear.

Disclaimer

This statement of interim financial results does not constitute an invitation to underwrite, subscribe for, or otherwise acquire or dispose of any Pets At Home Group Plc shares or other securities nor should it form the basis of or be relied on in connection with any contract or commitment whatsoever. It does not constitute a recommendation regarding any securities. Past performance, including the price at which the Company's securities have been bought or sold in the past, is no guide to future performance and persons needing advice should consult an independent financial adviser.

Certain statements in this statement of interim financial results constitute forward-looking statements. Any statement in this document that is not a statement of historical fact including, without limitation, those regarding the Company's future plans, expectations, operations, financial performance, financial condition and business is a forward-looking statement. Such forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially. These risks and uncertainties include, among other factors, changing economic, financial, business or other market conditions. These and other factors could adversely affect the outcome and financial effects of the plans and events described in this statement of interim financial results. As a result you are cautioned not to place reliance on such forward-looking statements. Nothing in this statement should be construed as a profit forecast.

Risks and Uncertainties

An effective risk management process has been adopted to help the Group achieve its strategic objectives and enjoy long term success. The Group's risk management policies and processes, together with the Group's principal operational and financial risks and the measures being taken to mitigate and manage these risks, remain as described on pages 32 to 37 of the annual report for the year ended 29 March 2018 which is available at http://investors.petsathome.com. These include:

   --      Protecting our brand and reputation 

-- Competition with other retailers and vet practices, including other pet specialists, supermarkets, discounters, and online retailers

-- Services and stores expansion and rollout, including factors impacting on the Group's ability to drive maturity in its First Opinion vet business

   --      Recruiting, retaining and developing engaged colleagues 

-- Keeping core business systems up to date and with the capability to support the Group's growth plans and ensuring information and data security

   --      Supply chain and sourcing risk 
   --      Liquidity and credit risk 

-- Treasury and financial risk from exposure to US dollar fluctuations, in respect of goods sourced from Asia

   --      Regulatory and compliance risk 
   --      Extreme weather, where prolonged unusual weather patterns can impact footfall to stores 

Responsibility Statement

We confirm that to the best of our knowledge:

-- the condensed set of financial statements has been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU;

   --      the interim management report includes a fair review of the information required by: 

(a) DTR 4.2.7R of the Disclosure Guidance and Transparency Rules, being an indication of important events that have occurred during the first 28 weeks of the financial year and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining 24 weeks of the year; and

(b) DTR 4.2.8R of the Disclosure Guidance and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the entity during that period; and any changes in the related party transactions described in the last annual report that could do so.

By order of the Board on 26 November 2018

   Peter Pritchard, Group Chief Executive Officer      and Mike Iddon, Group Chief Financial Officer 

# Alternative Performance Measures (APMs) are defined and reconciled to IFRS, where possible, on page 17

INDEPENT REVIEW REPORT TO PETS AT HOME GROUP PLC

Conclusion

We have been engaged by the company to review the condensed set of financial statements in the half-yearly financial report for the 28 weeks ended 11 October 2018 which comprises the condensed consolidated income statement, condensed consolidated statement of comprehensive income, condensed consolidated balance sheet, condensed consolidated statement of changes in equity, condensed consolidated statement of cash flows and the related explanatory notes.

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the 28 week period ended 11 October 2018 is not prepared, in all material respects, in accordance with IAS 34 Interim Financial Reporting as adopted by the EU and the Disclosure Guidance and Transparency Rules ("the DTR") of the UK's Financial Conduct Authority ("the UK FCA").

Scope of review

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity issued by the Auditing Practices Board for use in the UK. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. We read the other information contained in the half-yearly financial report and consider whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Directors' responsibilities

The half-yearly financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half-yearly financial report in accordance with the DTR of the UK FCA.

The annual financial statements of the group are prepared in accordance with International Financial Reporting Standards as adopted by the EU. The directors are responsible for preparing the condensed set of financial statements included in the half-yearly financial report in accordance with IAS 34 as adopted by the EU.

Our responsibility

Our responsibility is to express to the company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review.

The purpose of our review work and to whom we owe our responsibilities

This report is made solely to the company in accordance with the terms of our engagement to assist the company in meeting the requirements of the DTR of the UK FCA. Our review has been undertaken so that we might state to the company those matters we are required to state to it in this 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 for our review work, for this report, or for the conclusions we have reached.

Nicola Quayle

for and on behalf of KPMG LLP

Chartered Accountants

1 St Peter's Square

Manchester

M2 3AE

November 2018

Alternative Performance Measures ("APMs")

Guidelines on Alternative Performance Measures (APMs) issued by the European Securities and Markets Authority came into effect for all communications released on or after 3 July 2016 for issuers of securities on a regulated market.

In the reporting of financial information, the Directors have adopted various APMs of historical or future financial performance, position or cash flows other than those defined or specified under International Financial Reporting Standards (IFRS).

The Directors measure the performance of the Group based on the following financial measures which are not recognised under EU-adopted IFRS, and consider these to be important measures in evaluating the Group's strategic and financial performance. The Directors believe that these APMs assist in providing additional useful information on the underlying trends, performance and position of the Group.

APMs are also used to enhance the comparability of information between reporting periods, by adjusting for non-underlying items to aid the user in understanding the Group's performance.

Consequently, APMs are used by the Directors and management for performance analysis, planning, reporting and incentive setting purposes and have remained consistent with prior year.

All APMs relate to the current period's results and comparative periods where provided.

A full glossary of APMs is included in the most recent Annual Report & Accounts.

The key APMs used by the Group are:

'Like-for-Like' sales growth comprises total revenue in a financial period compared to revenue achieved in a prior period for stores, online operations, grooming salons, vet practices & specialist referral centres that have been trading for 52 weeks or more, excluding fee income from Joint Venture practices which the Group will offer to buy back from Joint Venture Partners in the future.

Omni-channel revenue: Revenue net of discounts and VAT from core online sales, subscriptions and order to store.

EBITDA: Earnings before interest, tax, depreciation & amortisation.

Free Cash Flow: Net cash from operating activities, after tax, less net cash used in investing activities (excluding acquisitions), less interest paid & debt issue costs.

CROIC: Cash return on invested capital, represents cash returns divided by the average of gross capital invested (GCI) for the last twelve months. Cash returns represent pre-non-underlying operating profit before property rentals and share based payments subject to tax, then adjusted for depreciation and amortisation. GCI represents gross property, plant and equipment plus software and other intangibles excluding the goodwill created on the acquisition of the Group by KKR (GBP906,445,000) plus net working capital, plus capitalised rent multiplied by a factor of 8x.

Non-underlying items: Certain costs or incomes that derive from events or transactions that fall outside the normal activities of the Group, and are excluded by virtue of their size and nature in order to reflect management's view of the performance of the Group.

References to Underlying GAAP measures and Underlying APMs throughout the interim statements are measured before the effect of non-underlying items.

Alternative Performance Measures ("APMs") (continued)

 
 APM                Definition                               Reconciliation 
-----------------  -------------------------------------    ---------------------------------------------------------- 
Cash EBITDA        Underlying EBITDA (see below)             Cash EBITDA (GBPm)    HY18   HY19   Note 
                   adjusted for share based payment          --------------------  -----  -----  ----- 
                   charge.                                   Underlying EBITDA      62.2   59.2 
                                                             --------------------  -----  -----  ----- 
                                                             Share based payment 
                                                              charge                 2.3    2.0    3 
                                                             --------------------  -----  -----  ----- 
                                                             Cash EBITDA            64.5   61.2 
                                                             --------------------  -----  -----  ----- 
-----------------  -------------------------------------    ---------------------------------------------------------- 
CROIC              Cash return on invested capital,          CROIC                      HY18     HY19       Note 
                   represents cash returns divided by        -----------------------  -------  -------  -------------- 
                   the average of gross capital              Cash returns: 
                   invested (GCI) for the last twelve        -----------------------  -------  -------  -------------- 
                   months. Cash returns represent            Underlying operating 
                   pre-non-underlying operating               profit                     96.9     84.5 
                   profit before property rentals and        -----------------------  -------  -------  -------------- 
                   share based payments subject to tax,      Property rental 
                   then adjusted for                          costs                      74.3     76.5 
                   depreciation and amortisation. GCI        -----------------------  -------  -------  -------------- 
                   represents gross property, plant and      Share based payment 
                   equipment plus software                    charges                     3.0      3.6 
                   and other intangibles excluding the       -----------------------  -------  -------  -------------- 
                   goodwill created on the acquisition                                  172.2    164.6 
                   of the Group by KKR                       -----------------------  -------  -------  -------------- 
                   (GBP906,445,000) plus net working         Effective tax rate           20%      20% 
                   capital, plus capitalised rent            -----------------------  -------  -------  -------------- 
                   multiplied by a factor of                 Tax charge on above       (34.4)   (32.9) 
                   8x.                                       -----------------------  -------  -------  -------------- 
                                                                                        137.8    131.7 
                                                             -----------------------  -------  -------  -------------- 
                                                             Depreciation and 
                                                              amortisation               32.2     35.8 
                                                             -----------------------  -------  -------  -------------- 
                                                             Cash returns               170.0    167.5 
                                                             -----------------------  -------  -------  -------------- 
 
                                                             Gross capital invested 
                                                              (GCI): 
                                                             -----------------------  -------  -------  -------------- 
                                                             Gross property, 
                                                              plant and equipment       253.6    275.4        8 
                                                             -----------------------  -------  -------  -------------- 
                                                             Intangibles              1,010.3  1,020.9        9 
                                                             -----------------------  -------  -------  -------------- 
                                                             Less KKR goodwill        (906.4)  (906.4) 
                                                             -----------------------  -------  -------  -------------- 
                                                             Investments                 12.1     15.1 
                                                             -----------------------  -------  -------  -------------- 
                                                             Net working capital       (87.0)  (108.5)  see definition 
                                                             -----------------------  -------  -------  -------------- 
                                                             Capitalised operating 
                                                              leases                    594.6    612.0        8x 
                                                             -----------------------  -------  -------  -------------- 
                                                             GCI                        877.2    908.5 
                                                             -----------------------  -------  -------  -------------- 
                                                             Average                    877.0    917.6 
                                                             -----------------------  -------  -------  -------------- 
                                                             Cash returns/average 
                                                              GCI                       19.4%    18.3% 
                                                             -----------------------  -------  -------  -------------- 
-----------------  -------------------------------------    ---------------------------------------------------------- 
Underlying EBITDA  Earnings before interest, tax,            Underlying EBITDA 
                   depreciation and amortisation before        (GBPm)                HY18   HY19    Note 
                   the effect of Non-underlying              ---------------------  -----  -----  ------- 
                   items in the period.                      Statutory operating 
                                                              profit                 43.1    9.9 
                                                             ---------------------  -----  -----  ------- 
                                                             Depreciation and 
                                                              amortisation           18.0   19.4     3 
                                                             ---------------------  -----  -----  ------- 
                                                             Non-underlying items    1.0    29.9     3 
                                                             ---------------------  ------  ----  ------- 
                                                             Underlying EBITDA       62.2   59.2 
                                                             ---------------------  -----  -----  ------- 
-----------------  -------------------------------------    ---------------------------------------------------------- 
Underlying free    Net cash from operating activities,       Underlying free 
 cash flow         after tax, less net cash used in            cash flow (GBPm)          HY18     HY19   Note 
                   investing activities                      ------------------------  ------  -------  ----- 
                   (excluding acquisitions), less            Underlying free 
                   interest paid & debt issue costs           cash flow                  23.2     27.3 
                   before the effect of Non-underlying       ------------------------  ------  -------  ----- 
                   items in the period.                      Dividends                 (24.9)   (24.8)   CFS 
                                                             ------------------------  ------  -------  ----- 
                                                             Acquisition of 
                                                              subsidiary                  0.0    (2.1)   CFS 
                                                             ------------------------  ------  -------  ----- 
                                                             Loans issued               (0.9)      0.0   CFS 
                                                             ------------------------  ------  -------  ----- 
                                                             Proceeds from new 
                                                              loan                        0.0    195.1   CFS 
                                                             ------------------------  ------  -------  ----- 
                                                             Repayment of borrowings    (3.0)  (195.0)   CFS 
                                                             ------------------------  ------  -------  ----- 
                                                             Net increase in 
                                                              cash                      (5.6)      0.5 
                                                             ------------------------  ------  -------  ----- 
                                                             CFS = Consolidated Statement of 
                                                              Cash Flows 
                                                             ------------------------------------------------ 
-----------------  -------------------------------------    ---------------------------------------------------------- 
 

Alternative Performance Measures ("APMs") (continued)

 
Like-for-like                 Like-for-Like sales growth comprises      Not applicable. 
                              total revenue in a financial period 
                              compared to revenue 
                              achieved in a prior period for stores, 
                              online operations, grooming salons, 
                              vet practices & 
                              specialist referral centres that have 
                              been trading for 52 weeks or more, 
                              excluding fee income 
                              from Joint Venture practices which the 
                              Group will offer to buy back from 
                              Joint Venture Partners 
                              in the future. 
----------------------------  --------------------------------------    ---------------------------------------------- 
Underlying basic EPS          Underlying basic earnings per share        Underlying basic 
                              (EPS) is based on earnings per share         EPS (p)               HY18   HY19   Note 
                              before the impact                          ---------------------  -----  -----  ----- 
                              of certain costs or incomes that           Underlying basic 
                              derive from events or transactions          EPS                     6.7    6.1 
                              that fall outside the                      ---------------------  -----  -----  ----- 
                              normal activities of the Group, and        Non-underlying items   (0.2)  (4.9)    4 
                              are excluded by virtue of their size       ---------------------  -----  -----  ----- 
                              and nature in order                        Basic earnings per 
                              to reflect management's view of the         share                   6.5    1.2 
                              performance of the Group.                  ---------------------  -----  -----  ----- 
----------------------------  --------------------------------------    ---------------------------------------------- 
Underlying operating profit   Underlying operating profit is based       Underlying operating 
                              on operating profit before the impact        profit (GBPm)          HY18    HY19   Note 
                              of certain costs                           ----------------------  -----  ------  ----- 
                              or incomes that derive from events or      Underlying operating 
                              transactions that fall outside the          profit                  44.1    39.8 
                              normal activities                          ----------------------  -----  ------  ----- 
                              of the Group, and are excluded by          Non-underlying items    (1.0)  (29.9)    3 
                              virtue of their size and nature in         ----------------------  -----  ------  ----- 
                              order to reflect management's              Operating profit         43.1     9.9 
                              view of the performance of the Group.      ----------------------  -----  ------  ----- 
----------------------------  --------------------------------------    ---------------------------------------------- 
Underlying profit before tax  Underlying profit before tax (PBT) is      Underlying PBT (GBPm)    HY18    HY19   Note 
                              based on pre-tax profit before the         -----------------------  -----  ------  ----- 
                              impact of certain                          Underlying PBT            41.8    37.9 
                              costs or incomes that derive from          -----------------------  -----  ------  ----- 
                              events or transactions that fall           Non-underlying items     (1.0)  (29.9)    3 
                              outside the normal activities              -----------------------  -----  ------  ----- 
                              of the Group, and are excluded by          PBT                       40.8     8.0 
                              virtue of their size and nature in         -----------------------  -----  ------  ----- 
                              order to reflect management's 
                              view of the performance of the Group. 
----------------------------  --------------------------------------    ---------------------------------------------- 
Underlying profit after tax   Underlying profit after tax (PAT) is       Underlying PAT 
                              based on post tax profit before the          (GBPm)           HY18    HY19   Note 
                              impact of certain                          ----------------  -----  ------  ----- 
                              costs or incomes that derive from          Underlying PAT     33.5    30.6 
                              events or transactions that fall           ----------------  -----  ------  ----- 
                              outside the normal activities              Non-underlying 
                              of the Group, and are excluded by           items            (1.0)  (24.4) 
                              virtue of their size and nature in         ----------------  -----  ------  ----- 
                              order to reflect management's              PAT                32.5     6.2 
                              view of the performance of the Group.      ----------------  -----  ------  ----- 
----------------------------  --------------------------------------    ---------------------------------------------- 
Underlying total tax expense  Underlying total tax expense is based      Underlying total tax 
                              on the statutory tax expense for the         expense (GBPm)          HY18   HY19   Note 
                              period (being the                          -----------------------  -----  -----  ----- 
                              net of current and deferred tax)           Underlying tax expense     8.2    7.3 
                              before the impact of certain costs of      -----------------------  -----  -----  ----- 
                              incomes that derive                        Non-underlying items         -  (5.5)    5 
                              from events or transactions that fall      -----------------------  -----  -----  ----- 
                              outside the normal activities of the       Tax expense                8.2    1.7 
                              Group, and are                             -----------------------  -----  -----  ----- 
                              excluded by virtue of their size and 
                              nature in order to reflect 
                              management's view of the performance 
                              of the Group. 
----------------------------  --------------------------------------    ---------------------------------------------- 
 

Alternative Performance Measures ("APMs") (continued)

 
Working capital            Working capital movement is a      Net working capital                              Note 
                           measure of the cash required         (GBPm) movement                 HY18     HY19 
                           by the business to fund its        -----------------------------  -------  -------  ----- 
                           inventory,                          Net working capital               0.5    (3.2) 
                           receivables and payables.          -----------------------------  -------  -------  ----- 
                                                               Being: 
                           The change year on year            -----------------------------  -------  -------  ----- 
                           reflects the cash in/outflow        Movement in trade 
                           in relation to changes in the        and other receivables          (3.6)      6.5   CFS 
                           working                            -----------------------------  -------  -------  ----- 
                           capital cycle excluding             Movement in inventories         (6.8)    (4.9)   CFS 
                           Non-underlying items.              -----------------------------  -------  -------  ----- 
                                                               Movement in trade 
                           The change in working capital        and other payables              11.7     13.7   CFS 
                           is a key component of the free     -----------------------------  -------  -------  ----- 
                           cash flow measure of the            Excluding movement 
                           Group.                               relating to Non-underlying 
                                                                items                          (0.8)   (20.1) 
                                                              -----------------------------  -------  -------  ----- 
                                                               Movement in provisions            0.0     14.0   CFS 
                                                              -----------------------------  -------  -------  ----- 
                                                               Excluding movement 
                                                                in provision relating 
                                                                to Non-underlying 
                                                                items                            0.0   (12.4) 
                                                              -----------------------------  -------  -------  ----- 
                                                               Net working capital               0.5    (3.2) 
                                                              -----------------------------  -------  -------  ----- 
                                                               CFS = Consolidated Statement 
                                                                of Cash Flows 
                                                              --------------------------------------  -------  ------- 
                                                               Net working capital              HY18     HY19   Note 
                                                              -----------------------------  -------  -------  ----- 
                                                              Receivables                       73.2     69.2 
                                                              -----------------------------  -------  -------  ----- 
                                                              Inventory                         63.2     65.4 
                                                              -----------------------------  -------  -------  ----- 
                                                              Trade and other payables 
                                                               (incl Corporation 
                                                               Tax)                          (221.5)  (226.1) 
                                                              -----------------------------  -------  -------  ----- 
                                                              Provisions                       (0.5)   (13.9) 
                                                              -----------------------------  -------  -------  ----- 
                                                              Non-current provisions           (1.4)    (3.1) 
                                                              -----------------------------  -------  -------  ----- 
                                                              Net working capital             (87.0)  (108.5) 
                                                              -----------------------------  -------  -------  ----- 
-------------------------  ------------------------------    --------------------------------------------------------- 
Trading working capital    Working capital before             (GBPm)                 HY18   HY19   Note 
                           increase in gross operating        ---------------------  -----  -----  ----- 
                           loans to Joint Venture             Net working capital 
                           practices                           (above)                 0.5  (3.2) 
                                                              ---------------------  -----  -----  ----- 
                                                              Loans and borrowings     7.8    8.9   13 
                                                              ---------------------  -----  -----  ----- 
                                                              Trading working 
                                                               capital                 8.3    5.7 
                                                              ---------------------  -----  -----  ----- 
-------------------------  ------------------------------    --------------------------------------------------------- 
Omni-channel revenue       Revenue net of discounts and       (GBPm)                HY18   HY19   Note 
                           VAT from core online, sales,       --------------------  -----  -----  ----- 
                           subscriptions and order to         Omnichannel revenue    24.3   35.3 
                           store.                             --------------------  -----  -----  ----- 
-------------------------  ------------------------------    --------------------------------------------------------- 
Underlying EBIT            Earnings before interest and       (GBPm)                      HY18   HY19   Note 
                           tax agreed to operating profit     --------------------------  -----  -----  ----- 
                           relating to underlying             Operating profit relating 
                           trading.                            to Underlying trading 
                                                               (EBIT)                      44.1   39.8 
                                                              --------------------------  -----  -----  ----- 
-------------------------  ------------------------------    --------------------------------------------------------- 
Retail Underlying EBIT     Earnings before interest and       (GBPm)                    HY18   HY19   Note 
                           tax agreed to operating profit     ------------------------  -----  -----  ----- 
                           relating to underlying trading     Retail operating profit 
                           for the Retail division.            relating to Underlying 
                                                               trading (EBIT)            31.0   29.4 
                                                              ------------------------  -----  -----  ----- 
-------------------------  ------------------------------    --------------------------------------------------------- 
Vet Group Underlying EBIT  Earnings before interest and       (GBPm)                HY18   HY19   Note 
                           tax agreed to operating profit     --------------------  -----  -----  ----- 
                           relating to underlying trading     Vet Group operating 
                           for the Vet Group Division.         profit relating to 
                                                               Underlying trading 
                                                               (EBIT)                16.3   13.7 
                                                              --------------------  -----  -----  ----- 
-------------------------  ------------------------------    --------------------------------------------------------- 
Net Debt                   Cash and cash equivalents less     (GBPm)                        HY18     HY19   Note 
                           loans and borrowings               --------------------------  -------  -------  ----- 
                                                              Cash and cash equivalents      50.7     60.3 
                                                              --------------------------  -------  -------  ----- 
                                                              Loans and borrowings        (207.0)  (195.1)   11 
                                                              --------------------------  -------  -------  ----- 
                                                              Net Debt                    (156.3)  (134.8) 
                                                              --------------------------  -------  -------  ----- 
-------------------------  ------------------------------    --------------------------------------------------------- 
 

Condensed consolidated income statement

 
                                         28 week period ended                   28 week period ended 
                                            11 October 2018                        12 October 2017 
-------------------------  ----  -------------------------------------  ------------------------------------- 
                                             Non-underlying                         Non-underlying 
                                                      items                                  items 
                                 Underlying           (note             Underlying           (note 
                                    trading              3)      Total     trading              3)      Total 
                           Note      GBP000          GBP000     GBP000      GBP000          GBP000     GBP000 
-------------------------  ----  ----------  --------------  ---------  ----------  --------------  --------- 
Revenue                    2        499,345               -    499,345     468,014               -    468,014 
Cost of sales                     (247,935)        (29,030)  (276,965)   (224,907)               -  (224,907) 
-------------------------  ----  ----------  --------------  ---------  ----------  --------------  --------- 
Gross profit                        251,410        (29,030)    222,380     243,107               -    243,107 
Selling and distribution 
 expenses                         (168,138)               -  (168,138)   (163,842)               -  (163,842) 
Administrative expenses            (43,450)           (880)   (44,330)    (35,150)           (966)   (36,116) 
-------------------------  ----  ----------  --------------  ---------  ----------  --------------  --------- 
Operating profit           3         39,822        (29,910)      9,912      44,115           (966)     43,149 
Financial income                        463               -        463         330               -        330 
Financial expense                   (2,415)               -    (2,415)     (2,700)               -    (2,700) 
-------------------------  ----  ----------  --------------  ---------  ----------  --------------  --------- 
Net financing expense               (1,952)               -    (1,952)     (2,370)               -    (2,370) 
-------------------------  ----  ----------  --------------  ---------  ----------  --------------  --------- 
Profit before tax                    37,870        (29,910)      7,960      41,745           (966)     40,779 
Taxation                   5        (7,254)           5,516    (1,738)     (8,269)               -    (8,269) 
-------------------------  ----  ----------  --------------  ---------  ----------  --------------  --------- 
Profit for the period                30,616        (24,394)      6,222      33,476           (966)     32,510 
-------------------------  ----  ----------  --------------  ---------  ----------  --------------  --------- 
 

All activities relate to continuing operations.

Basic and diluted earnings per share attributable to equity shareholders of the Company:

 
                                                                  28 week 
                                                     28 week       period 
                                                period ended        ended 
                                                  11 October   12 October 
                                         Note           2018         2017 
---------------------------------------  ----  -------------  ----------- 
Equity holders of the parent - basic        4           1.2p         6.5p 
Equity holders of the parent - diluted      4           1.2p         6.5p 
---------------------------------------  ----  -------------  ----------- 
 

Condensed consolidated statement of comprehensive income

 
                                                                     28 week 
                                                        28 week       period 
                                                   period ended        ended 
                                                     11 October   12 October 
                                                           2018         2017 
                                                         GBP000       GBP000 
-----------------------------------------------   -------------  ----------- 
Profit for the period                                     6,222       32,510 
Other comprehensive income 
Items that are or may be recycled subsequently 
 into profit or loss: 
Foreign exchange translation differences                   (70)           79 
Cash flow hedges - reclassified to profit 
 and loss                                                 1,173      (1,586) 
Effective portion of changes in fair value 
 of cash flow hedges                                      1,912        2,058 
------------------------------------------------  -------------  ----------- 
Other comprehensive income for the period, 
 before income tax                                        3,015          551 
Income tax on other comprehensive income                  (586)         (90) 
------------------------------------------------  -------------  ----------- 
Other comprehensive income for the period, 
 net of income tax                                        2,429          461 
------------------------------------------------  -------------  ----------- 
Total comprehensive income for the period                 8,651       32,971 
------------------------------------------------  -------------  ----------- 
 

The notes on pages [ ] to [ ] form an integral part of these consolidated interim financial statements.

Condensed consolidated balance sheet

 
                                      At 11 October  At 12 October  At 29 March 
                                               2018           2017         2018 
                                Note         GBP000         GBP000       GBP000 
------------------------------  ----  -------------  -------------  ----------- 
Non-current assets 
Property, plant and equipment      8        126,741        132,815      129,904 
Intangible assets                  9        995,619        991,958      992,929 
Other non-current assets                     19,623         18,586       20,182 
------------------------------  ----  -------------  -------------  ----------- 
                                          1,141,983      1,143,359    1,143,015 
------------------------------  ----  -------------  -------------  ----------- 
Current assets 
Inventories                                  65,396         63,192       60,529 
Other financial assets                        2,255            896        1,160 
Trade and other receivables                  69,175         73,161       74,848 
Cash and cash equivalents                    60,295         50,720       59,824 
------------------------------  ----  -------------  -------------  ----------- 
                                            197,121        187,969      196,361 
------------------------------  ----  -------------  -------------  ----------- 
Total assets                              1,339,104      1,331,328    1,339,376 
------------------------------  ----  -------------  -------------  ----------- 
Current liabilities 
Trade and other payables                  (186,803)      (183,988)    (182,737) 
Provisions                                 (13,900)          (464)        (835) 
Other financial liabilities                 (1,487)        (1,714)      (3,392) 
------------------------------  ----  -------------  -------------  ----------- 
                                          (202,190)      (186,166)    (186,964) 
------------------------------  ----  -------------  -------------  ----------- 
Non-current liabilities 
Other interest-bearing loans 
 and borrowings                   10      (192,614)      (206,416)    (194,519) 
Other payables                             (37,769)       (35,751)     (36,200) 
Provisions                                  (3,098)        (1,375)      (2,200) 
Other financial liabilities                 (8,448)        (7,959)      (8,693) 
Deferred tax liabilities                    (4,683)        (4,893)      (4,448) 
------------------------------  ----  -------------  -------------  ----------- 
                                          (246,612)      (256,394)    (246,060) 
------------------------------  ----  -------------  -------------  ----------- 
Total liabilities                         (448,802)      (442,560)    (433,024) 
------------------------------  ----  -------------  -------------  ----------- 
Net assets                                  890,302        888,768      906,352 
------------------------------  ----  -------------  -------------  ----------- 
Equity attributable to equity 
 holders of the parent 
Ordinary share capital                        5,000          5,000        5,000 
Consolidation reserve                     (372,026)      (372,026)    (372,026) 
Merger reserve                              113,321        113,321      113,321 
Translation reserve                            (30)             48           40 
Cash flow hedging reserve                     1,549          1,188        (950) 
Retained earnings                         1,142,488      1,141,237    1,160,967 
------------------------------  ----  -------------  -------------  ----------- 
Total equity                                890,302        888,768      906,352 
------------------------------  ----  -------------  -------------  ----------- 
 

The notes on pages [ ] to [ ] form an integral part of these consolidated interim financial statements.

Condensed consolidated statement of changes in equity

 
                                                                   Cash 
                                                                   flow 
                               Share  Consolidation    Merger   hedging  Translation   Retained     Total 
                             capital        reserve   reserve   reserve      reserve   earnings    equity 
                              GBP000         GBP000    GBP000    GBP000       GBP000     GBP000    GBP000 
--------------------------  --------  -------------  --------  --------  -----------  ---------  -------- 
Balance at 29 March 
 2018                          5,000      (372,026)   113,321     (950)           40  1,160,967   906,352 
Total comprehensive 
 income for the period 
Profit for the period              -              -         -         -            -      6,222     6,222 
Other comprehensive 
 income                            -              -         -     2,499         (70)          -     2,429 
--------------------------  --------  -------------  --------  --------  -----------  ---------  -------- 
Total comprehensive 
 income for the period             -              -         -     2,499         (70)      6,222     8,651 
--------------------------  --------  -------------  --------  --------  -----------  ---------  -------- 
Transactions with owners, 
 recorded directly in 
 equity 
Equity dividends paid              -              -         -         -            -   (24,807)  (24,807) 
Share based payment 
 charge                            -              -         -         -            -      1,951     1,951 
Purchase of own shares             -              -         -         -            -    (1,845)   (1,845) 
--------------------------  --------  -------------  --------  --------  -----------  ---------  -------- 
Total contributions 
 by and distributions 
 to owners                         -              -         -         -            -   (24,701)  (24,701) 
--------------------------  --------  -------------  --------  --------  -----------  ---------  -------- 
Balance at 11 October 
 2018                          5,000      (372,026)   113,321     1,549         (30)  1,142,488   890,302 
--------------------------  --------  -------------  --------  --------  -----------  ---------  -------- 
 
 
                                                                       Cash 
                                                                       flow 
                                   Share  Consolidation    Merger   hedging  Translation   Retained     Total 
                                 capital        reserve   reserve   reserve      reserve   earnings    equity 
                                  GBP000         GBP000    GBP000    GBP000       GBP000     GBP000    GBP000 
------------------------------  --------  -------------  --------  --------  -----------  ---------  -------- 
Balance at 30 March 
 2017                              5,000      (372,026)   113,321       806         (31)  1,135,574   882,644 
Total comprehensive 
 income for the period 
Profit for the period                  -              -         -         -            -     32,510    32,510 
Other comprehensive 
 income                                -              -         -       382           79          -       461 
------------------------------  --------  -------------  --------  --------  -----------  ---------  -------- 
Total comprehensive 
 income for the period                 -              -         -       382           79     32,510    32,971 
------------------------------  --------  -------------  --------  --------  -----------  ---------  -------- 
Transactions with owners, recorded 
 directly in equity 
Equity dividend paid                   -              -         -         -            -   (24,912)  (24,912) 
Share based payment charge             -              -         -         -            -      2,332     2,332 
Purchase of own shares                 -              -         -         -            -    (4,267)   (4,267) 
Total contributions by 
 and distributions to 
 owners                                -              -         -         -            -   (26,847)  (26,847) 
------------------------------  --------  -------------  --------  --------  -----------  ---------  -------- 
Balance at 12 October 
 2017                              5,000      (372,026)   113,321     1,188           48  1,141,237   888,768 
------------------------------  --------  -------------  --------  --------  -----------  ---------  -------- 
 
 

The notes on pages [ ] to [ ] form an integral part of these consolidated interim financial statements.

Condensed consolidated statement of cash flows

 
                                                                                    28 week 
                                                      28 week period                 period 
                                                               ended                  ended 
                                                          11 October             12 October 
                                                                2018                   2017 
                                                              GBP000                 GBP000 
----------------------------------------------------  --------------  --------------------- 
Cash flows from operating activities 
Profit for the period                                          6,222                 32,510 
Adjustments for: 
Depreciation and amortisation                                 19,395                 18,041 
Financial income                                               (463)                  (330) 
Financial expense                                              2,415                  2,700 
Share based payment charges                                    1,951                  2,332 
Taxation                                                       1,738                  8,269 
----------------------------------------------------  --------------  --------------------- 
                                                              31,258                 63,522 
Reduction/(increase) in trade and other receivables            6,498                (3,587) 
Increase in inventories                                      (4,867)                (6,772) 
Increase in trade and other payables                          13,702                 11,658 
Increase/(decrease) in provisions                             13,963                   (47) 
----------------------------------------------------  --------------  --------------------- 
                                                              60,554                 64,774 
Tax paid                                                     (8,402)                (9,720) 
----------------------------------------------------  --------------  --------------------- 
Net cash flow from operating activities                       52,152                 55,054 
----------------------------------------------------  --------------  --------------------- 
Cash flows from investing activities 
Proceeds from sale of property, plant and 
 equipment                                                       441                    276 
Interest received                                                463                    330 
Acquisition of subsidiaries                                  (2,100)                      - 
Investment in other financial assets                               -                    (3) 
Loans issued                                                       -                  (872) 
Acquisition of property, plant and equipment 
 and other intangible assets                                (20,323)               (25,771) 
----------------------------------------------------  --------------  --------------------- 
Net cash used in investing activities                       (21,519)               (26,040) 
----------------------------------------------------  --------------  --------------------- 
Cash flows from financing activities 
Equity dividends paid                                       (24,807)               (24,912) 
Share based payments                                         (1,845)                (4,000) 
Proceeds from new loan                                       195,086                      - 
Repayment of old loan                                      (195,000)                (3,000) 
Debt issue costs                                             (1,790)                      - 
Finance lease obligations                                       (36)                  (157) 
Interest paid                                                (1,770)                (2,570) 
----------------------------------------------------  --------------  --------------------- 
Net cash used in financing activities                       (30,162)               (34,639) 
----------------------------------------------------  --------------  --------------------- 
Net increase/(decrease) in cash and cash 
 equivalents                                                     471                (5,625) 
Cash and cash equivalents at beginning of 
 period                                                       59,824                 56,345 
----------------------------------------------------  --------------  --------------------- 
Cash and cash equivalents at end of period                    60,295                 50,720 
 
 

The notes on pages [ ] to [ ] form an integral part of these consolidated interim financial statements.

Notes (forming part of the condensed consolidated interim financial statements)

   1    Accounting policies 

The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in these consolidated financial statements.

Basis of preparation

Pets at Home Group Plc (the Company) is a company incorporated in the United Kingdom and its registered office is Epsom Avenue, Stanley Green, Handforth, Cheshire, SK9 3RN. The company is listed on the London Stock Exchange.

The condensed consolidated interim financial statements as at and for the 28 week period ended 11 October 2018 comprise the Company and its subsidiaries (together referred to as the Group).

The consolidated financial statements of the Group as at and for the 52 week period ended 29 March 2018 are available on request from the Company's registered office and via the Company's website.

The financial statements are prepared under the historical cost convention, as modified by the revaluation of derivative financial instruments to fair value, and in accordance with those parts of the Companies Act 2006 applicable to companies reporting under IFRS as adopted by the European Union.

Statement of compliance

These condensed consolidated interim financial statements have been prepared in accordance with the Disclosure and Transparency Rules of the Financial Conduct Authority and with IAS34 Interim Financial Reporting as adopted by the EU. They do not include all of the information required for full annual financial statements, and should be read in conjunction with the consolidated financial statements of the Group as at and for the 52 week period ended 29 March 2018.

The financial information included in this interim statement of results does not constitute statutory accounts within the meaning of Section 435 of the Companies Act 2006 (the "Act"). The statutory accounts for the 52 weeks ended 29 March 2018 have been reported on by the Company's auditors and delivered to the Registrar of Companies. The auditor's report was (i) unqualified, (ii) did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying their report, and (iii) did not contain a statement under section 498(2) or (3) of the Companies Act 2006.

Going concern

The Directors of Pets at Home Group Plc, having made appropriate enquiries, consider that adequate resources exist for the Group to continue in operational existence for the foreseeable future and that, therefore, it is appropriate to adopt the going concern basis in preparing the condensed consolidated interim financial statements as at and for the 28 week period ended 11 October 2018.

The Group has entered into a new revolving facility of GBP248m, which expires in September 2023. Interest is charged at LIBOR plus a margin based on leverage (net debt: EBITDA). Further information is provided in note 10.

Notes (continued)

   1    Accounting policies (continued) 

Significant accounting policies

The accounting policies adopted in preparation of the condensed consolidated interim financial statements as at and for the 28 week period ended 11 October 2018 are consistent with the policies applied by the Group in its consolidated financial statements as at and for the 52 week period ended 29 March 2018, except as described below:

-- In the 28 week period ended 11 October 2018, the Group's financial reporting has changed to two segments that represent the size of the respective businesses and our new internal reporting structures; Retail (includes products purchased online and in-store, pet sales, grooming services and insurance products) and Vet Group (includes our First Opinion practices and Specialist Referral Centres). As a result of the change in reporting segments, the allocation of goodwill across Cash Generating Units (CGUs) has also been re-assessed.

-- Taxes on income in the interim periods are accrued using the tax rate that would be applicable to expected total annual profit or loss.

   --      The adoption of IFRS9 and IFRS15 (described below). 

The group has initially adopted the following IFRS's from 30 March 2018 and these have been applied in these interim financial statements.

IFRS9 Financial Instruments (effective date 1 January 2018)

IFRS9 sets out requirements for recognising and measuring financial assets, financial liabilities and some contracts to buy or sell non-financial items. This standard replaces IAS 39 Financial Instruments: Recognition and Measurement.

The classification and measurement of financial liabilities are largely consistent with IAS 39, however IFRS 9 eliminates the categories of loans and receivables, available for sale and held to maturity.

-- The classification of financial assets has been considered in line with IFRS 9. The majority of current and non-current assets are held at amortised cost using the effective interest method, subject to an annual impairment review. Any gain or loss is recognised in profit or loss. The adoption of IFRS9 has had no impact on the opening consolidated balance sheet.

-- Equity Investments of GBP0.6m (12 October 2017: GBP0.5m, 29 March 2018: GBP0.5m) are held at fair value through other comprehensive income ("FVOCI"). The adoption of IFRS9 has had no impact on the opening consolidated balance sheet.

-- The provisioning methodology for loans to joint venture veterinary practices has been assessed in line with IFRS9 and updated to represent a basis of expected credit losses as opposed to incurred losses. The methodology adopted is considered to be in line with the requirements of IFRS9. The adoption of IFRS9 has had no material impact on the opening consolidated balance sheet.

   --      Existing hedges under IAS39 continue to qualify for hedging under IFRS9. 

IFRS15 Revenue from Contract with Customers (effective date 1 January 2018)

IFRS15 specifies how and when revenue can be recognised and is based on the point where the control of performance obligation passes rather than the transfer of risks and rewards, which was the basis under IAS18. There has been no significant impact of applying the new standard to the Group as revenue was already recognised in line with the principles of IFRS15.

-- Goods sold in store or online are for standalone products made direct to customers at standard prices. Estimates are made of anticipated returns and sales awaiting delivery to the customer.

   --      Revenue from the provision of services is recognised upon the provision of the services. 

-- Fee income received from Joint Venture veterinary practice companies for administrative support services is recognised in the period the services relate to, to the extent this is expected to be recovered.

Notes (continued)

   1    Accounting policies (continued) 

Significant accounting policies (continued)

The following IFRS's have been issued but not yet applied by the Group in these interim financial statements.

IFRS16 Leases (effective date 1 January 2019)

IFRS16 will significantly affect the presentation of the Group's financial statements as all leases with the exception of short term leases will be recognised within the balance sheet with a corresponding liability being the present value of lease payments. The minimum lease commitment on these leases is disclosed in Note 23 of the Group's 2018 Annual Report.

The Group plans to adopt IFRS 16 on 29 March 2019 using the modified retrospective approach. The cumulative effect of adopting IFRS 16 will be recognised as an adjustment to opening balance sheet reserves, with no restatement of comparable information. Comparable information will be provided within the Annual Report.

The Group has carried out an initial assessment of the impact of IFRS16 and is currently in the process of completing a detailed assessment. In order to complete the detailed assessment, data is being collated and validated and robust IT systems and processes are being put in place. Due to the complexities around the standard and the material sensitivity to key assumptions such as discount rates and lease length it is not yet practicable to fully quantify the effect on the Group's financial statements.

Accounting estimates and judgments

The preparation of the condensed consolidated interim financial statements in conformity with the Disclosure and Transparency Rules of the Financial Conduct Authority and with IAS34 Interim Financial Reporting as adopted by the EU requires management to make judgments, estimates and assumptions concerning the future that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. These judgments are based on historical experience and management's best knowledge at the time and the actual results may ultimately differ from these estimates. Estimates and underlying assumptions are reviewed on an on-going basis and revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.

The estimates and assumptions that have significant risk of causing a material adjustment to the carrying value of assets and liabilities are discussed below.

Impairment of goodwill and other intangibles

Determining whether goodwill and other intangibles are impaired requires an estimation of the value in use of the cash-generating units to which goodwill and other intangible assets have been allocated. The value in use calculation requires estimation of future cash flows expected to arise from the cash-generating unit (CGU) and a suitable discount rate in order to calculate present value.

Joint Venture receivables

The Group provides operating loans and other loans to a number of Joint Venture veterinary practices as detailed in note 13 to cover their cash flow requirements and support their longer term growth. As referred to in note 13, provisions are held in respect of operating loans to Joint Venture practices. In line with IFRS9, judgment is applied in determining the risk-related criteria to allocate practices into bands, and in estimating an appropriate provision percentage to apply to each band by applying the expected credit loss criteria. These judgments are made by management based on their experience and knowledge of the practices. Future financial performance will be affected if actual experience differs to the estimates and assumptions made in determining the provision. The quantum of Joint Venture receivables and provision made against these receivables is included in note 13.

Notes (continued)

   2    Segmental reporting 

The Group has moved to two reportable segments, Retail and Vet Group, which are the Group's strategic business units for the 28 week period ending 11 October 2018. In the 52 week period ended 29 March 2018, the Group only reported under one segment.

The Group's operating segments are based on the internal management structure and internal management reports, which are reviewed by the Executive Directors on a periodic basis. The Executive Directors are considered to be the Chief Operating Decision Makers.

The Group is a pet care business with the strategic advantage of being able to provide products, services and advice, addressing all pet owners' needs. Within this strategic umbrella, the Group has two reportable segments, Retail and Vet Group, which are the Group's strategic business units, and a central support function. The strategic business units offer different products and services, are managed separately and require different operational and marketing strategies.

The operations of the Retail reporting segment comprise the retailing of pet products purchased online and in-store, pet sales, grooming services and insurance products. The operations of the Vet Group reporting segment comprise First Opinion practices and Specialist Referral Centres. Central includes group costs and finance expenses. Revenue and costs are allocated to a segment where reasonably possible.

The following summary describes the operations in each of the Group's reportable segments. Performance is measured based on segment operating profit, as included in the management reports that are reviewed by the Executive Directors. These internal reports are prepared in accordance with IFRS accounting policies consistent with these Interim Financial Statements. All material operations of the reportable segments are carried out in the UK and all revenue is from external customers.

 
                                                                            28 week period ended 11 October 
                                                                                                       2018 
---------------------------------    ---------------------------------------------------------------------- 
Income Statement - Underlying                                  Retail    Vet Group        Central     Total 
 trading                                                       GBP000       GBP000         GBP000    GBP000 
---------------------------------    --------------------------------  -----------  -------------  -------- 
Revenue                                                       443,731       55,614              -   499,345 
Gross Profit                                                  226,121       25,289              -   251,410 
 
Underlying Operating profit/(loss)                             29,352       13,651        (3,181)    39,822 
Non-underlying items                                                -     (29,910)              -  (29,910) 
-----------------------------------  --------------------------------  -----------  -------------  -------- 
Segment operating profit/(loss)                                29,352     (16,259)        (3,181)     9,912 
Net financing expenses                                              -            -        (1,952)   (1,952) 
Profit/(loss) before tax                                       29,352     (16,259)        (5,133)     7,960 
 
 
 

Notes (continued)

   2    Segmental reporting (continued) 

Non-underlying operating expenses in the periods ended 11 October 2018 and 12 October 2017 are explained in Note 3.

In accordance with IFRS15, revenue excludes fee income from Joint Venture practices in which the Group has an intention to offer to buy back the 'A' shares from the Joint Venture Partners in the future, on the basis of increased uncertainty of recoverability.

 
                                                                            28 week period ended 12 October 
                                                                                                       2017 
----------------------------------    --------------------------------------------------------------------- 
Income Statement - Underlying                                   Retail    Vet Group        Central    Total 
 trading                                                        GBP000       GBP000         GBP000   GBP000 
----------------------------------    --------------------------------  -----------  -------------  ------- 
Revenue                                                        418,505       49,509              -  468,014 
Gross Profit                                                   218,646       24,461              -  243,107 
 
Underlying Operating profit/(loss)                              31,009       16,286        (3,180)   44,115 
Non-underlying items                                                 -        (966)              -    (966) 
------------------------------------  --------------------------------  -----------  -------------  ------- 
Segment operating profit/(loss)                                 31,009       15,320        (3,180)   43,149 
Net financing expenses                                               -            -        (2,370)  (2,370) 
Profit/(loss) before tax                                        31,009       15,320        (5,550)   40,779 
 
Non-underlying operating expenses in the periods ended 11 October 
  2018 and 12 October 2017 are explained in Note 3. 
 ----------------------------------------------------------------- 
 
                                                      28 week period ended 11 October 
                                                                                 2018 
 -----------------------------------   -------  ------------------------------------- 
 Reconciliation of EBITDA before                  Retail  Vet Group  Central    Total 
  Non-Underlying items                            GBP000     GBP000   GBP000   GBP000 
 -----------------------------------   -------  --------  ---------  -------  ------- 
 Underlying Operating profit/(loss)               29,352     13,651  (3,181)   39,822 
 Depreciation expense                             14,390      1,174        -   15,564 
 Amortisation expense                              3,790         41        -    3,831 
 -----------------------------------   -------  --------  ---------  -------  ------- 
 Underlying EBITDA                                47,532     14,866  (3,181)   59,217 
 -----------------------------------   -------  --------  ---------  -------  ------- 
 
                                                      28 week period ended 12 October 
                                                                                 2017 
 -----------------------------------   -------  ------------------------------------- 
 Reconciliation of EBITDA before                  Retail  Vet Group  Central    Total 
  Non-Underlying items                            GBP000     GBP000   GBP000   GBP000 
 -----------------------------------   -------  --------  ---------  -------  ------- 
 Underlying Operating profit/(loss)               31,009     16,286  (3,180)   44,115 
 Depreciation expense                             14,005        945        -   14,950 
 Amortisation expense                              2,880        211        -    3,091 
 -----------------------------------   -------  --------  ---------  -------  ------- 
 Underlying EBITDA                                47,894     17,442  (3,180)   62,156 
 
 
 
 EBITDA before Non-Underlying items is defined on page [ ]. 
 
 

Notes (continued)

   3    Expenses 

Included in operating profit are the following:

 
                                         28 week period  28 week period 
                                                  ended           ended 
                                             11 October      12 October 
                                                   2018            2017 
                                                 GBP000          GBP000 
---------------------------------------  --------------  -------------- 
Non-underlying operating expenses (see 
 below)                                          29,910             966 
Depreciation of tangible fixed assets            15,564          14,950 
Amortisation of intangible assets                 3,831           3,091 
Rentals under operating leases: 
 Hire of plant and machinery                      2,809           2,404 
 Property                                        41,297          40,725 
Rental income from third party sublets            (524)           (561) 
Rental income from related parties(1)           (4,088)         (3,763) 
Share based payment charges                       1,951           2,332 
---------------------------------------  --------------  -------------- 
 

(1) The Rental income from related parties for the 28 week period ended 12 October 2017 has been restated to reflect only the rental element of the charge

The non-underlying operating expenses in the period ended 11 October 2018 of GBP29,910,000 (period ended 12 October 2017: GBP966,000) relate to:

- GBP10,300,000 of additional provisions for guarantees to third parties of bank loans, overdrafts and lease obligations payable by Joint Venture veterinary practices which the Group will offer to buy back from Joint Venture Partners in the future, and therefore which have been provided for under IFRS9;

- GBP2,500,000 of additional provisions for operating cash outflows forecast to be incurred by the Group from 12 October 2018 until the date at which A shares in those Joint Venture veterinary practices which the Group will offer to buy back from Joint Venture Partners in the future are acquired, and therefore which have been provided for under IAS37;

- GBP16,230,000 of additional provisions for operating loans, initial set-up loans, and trading balances (made by the Group) to Joint Venture veterinary practices, which are no longer expected to be recoverable, and therefore which have been provided for under IFRS9; and

- GBP880,000 (period ended 12 October 2017 GBP966,000) of non-underlying operating expenses relate to an increase in the financial liability for put/call options over shares held by clinicians in three specialist referral centres. The charge represents an increase in the equity 'option' value held by those clinicians based on the Board's best estimate of the future settlement on exercise of the put/call. The charge is classified within operating expenses as a clinician is required to remain an employee of the Group in order to access the full equity value of the option at the time of the exercise.

Notes (continued)

   4    Earnings per share 

Basic earnings per share is calculated by dividing the net profit for the period attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period.

Diluted earnings per share is calculated by dividing the net profit for the period attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period plus the weighted average number of ordinary shares that would be issued on the conversion of all dilutive potential ordinary shares into ordinary shares.

 
                                                     28 week period               28 week period 
                                                              ended                        ended 
                                                    11 October 2018              12 October 2017 
--------------------------------------  ---------------------------  --------------------------- 
                                                              After                        After 
                                        Underlying   non-underlying  Underlying   non-underlying 
                                           trading            items     trading            items 
--------------------------------------  ----------  ---------------  ----------  --------------- 
Profit attributable to equity 
 shareholders of the parent (GBP000s)       30,616            6,222      33,476           32,510 
--------------------------------------  ----------  ---------------  ----------  --------------- 
 
Basic weighted average number 
 of shares (000s)                          500,000          500,000     500,000          500,000 
Dilutive potential ordinary shares 
 (000s)                                      7,098            7,098       3,427            3,427 
--------------------------------------  ----------  ---------------  ----------  --------------- 
Diluted weighted average number 
 of shares                                 507,098          507,098     503,427          503,427 
--------------------------------------  ----------  ---------------  ----------  --------------- 
 
Basic earnings per share                      6.1p             1.2p        6.7p             6.5p 
Diluted earnings per share                    6.0p             1.2p        6.7p             6.5p 
--------------------------------------  ----------  ---------------  ----------  --------------- 
 
   5    Taxation 

Recognised in the income statement

 
                                                            28 week period 
                                            28 week period           ended 
                                                     ended      12 October 
                                           11 October 2018            2017 
                                                    GBP000          GBP000 
----------------------------------------  ----------------  -------------- 
Current tax expense 
Current period                                       2,134           8,886 
Adjustments in respect of prior periods               (45)               - 
----------------------------------------  ----------------  -------------- 
Current tax expense                                  2,089           8,886 
----------------------------------------  ----------------  -------------- 
Deferred tax expense 
Origination and reversal of temporary 
 differences                                         (371)           (503) 
Impact of difference between deferred 
 and current tax rates                                  20           (109) 
Adjustments in respect of prior periods                  -             (5) 
----------------------------------------  ----------------  -------------- 
Deferred tax expense                                 (351)           (617) 
----------------------------------------  ----------------  -------------- 
Total tax expense                                    1,738           8,269 
----------------------------------------  ----------------  -------------- 
 

The UK corporation tax standard rate for the period was 19% (2017: 19%). The March 2016 budget announced a further reduction in the corporation tax rate to 17% from 1 April 2020. Deferred tax at 11 October 2018 has been calculated based on the rate of 18% which is the blended rate at which the majority of items are expected to reverse.

Deferred tax recognised in comprehensive income

 
                                                         28 week period 
                                         28 week period           ended 
                                                  ended      12 October 
                                        11 October 2018            2017 
                                                 GBP000          GBP000 
-------------------------------------  ----------------  -------------- 
Effective portion of changes in fair 
 value of cash flow hedges                          586              90 
-------------------------------------  ----------------  -------------- 
 

Notes (continued)

   5    Taxation (continued) 

Reconciliation of effective tax rate

 
                                              28 week period ended                 28 week period ended 
                                                   11 October 2018                      12 October 2017 
                               -----------------------------------  ----------------------------------- 
                               Underlying  Non-underlying           Underlying  Non-underlying 
                                  trading           items    Total     trading           items    Total 
                                   GBP000          GBP000   GBP000      GBP000          GBP000   GBP000 
-----------------------------  ----------  --------------  -------  ----------  --------------  ------- 
Profit for the period              30,616        (24,394)    6,222      33,476           (966)   32,510 
Total tax expense                   7,254         (5,516)    1,738       8,269               -    8,269 
-----------------------------  ----------  --------------  -------  ----------  --------------  ------- 
Profit excluding taxation          37,870        (29,910)    7,960      41,745           (966)   40,779 
-----------------------------  ----------  --------------  -------  ----------  --------------  ------- 
Tax using the UK corporation 
 tax rate for the period 
 of 19% (28 week period 
 ended 12 October 2017: 
 19%)                               7,195         (5,683)    1,512       7,932           (184)    7,748 
Impact of change in 
 tax rate on deferred 
 tax balances                          20               -       20       (109)               -    (109) 
Expenditure not eligible 
 for tax relief                        84             167      251         454             184      638 
Adjustments in respect 
 of prior periods                    (45)               -     (45)         (8)               -      (8) 
-----------------------------  ----------  --------------  -------  ----------  --------------  ------- 
Total tax expense                   7,254         (5,516)    1,738       8,269               -    8,269 
 
 

The UK corporation tax standard rate for the 28 week period ended 11 October 2018 was 19% (28 week period ended 12 October 2017: 19%).

   6    Dividends paid and proposed 
 
                                                              28 week period 
                                                                       ended 
                                        28 week period ended      12 October 
                                             11 October 2018            2017 
                                                      GBP000          GBP000 
--------------------------------------  --------------------  -------------- 
Declared and paid during the period 
Final dividend of 5.0p per share 
 (2017: 5.0p per share)                               24,807          24,912 
Proposed for approval by shareholders 
 at the AGM 
Interim dividend of 2.5p per share 
 (2017: 2.5p per share)                               12,385          12,410 
--------------------------------------  --------------------  -------------- 
 

The trustees of the following holdings of Pets at Home Group Plc shares under the Pets at Home Group Employee Benefit Trusts have waived or otherwise foregone any and all dividends paid in relation to the period ended 11 October 2018 and to be paid at any time in the future (subject to the exceptions in the relevant trust deed) on its respective shares for the time being comprised in the Trust Funds:

Computershare Nominees (Channel Islands) Limited (holding at 11 October 2018: 4,601,947 shares, holding at 12 October 2017: 3,618,166 shares).

Notes (continued)

   7    Business combinations 

Subsidiaries acquired

 
                                                                   Proportion 
                                                                    of voting  Cash consideration 
                                Principal        Date of   equity instruments         transferred 
                                 activity    acquisition             acquired              GBP000 
----------------------------  -----------  -------------  -------------------  ------------------ 
Companion Care (Exeter)        Veterinary       26 April 
 Limited                         practice           2018                  50%               1,450 
                               Veterinary       26 April 
Maidstone Vets4Pets Limited      practice           2018                  50%                 650 
----------------------------  -----------  -------------  -------------------  ------------------ 
 

Acquisition of Companion Care (Exeter) Limited

In the 28 week period ended 12 October 2017 and the 52 week period ended 29 March 2018, Companion Care (Exeter) Limited was accounted for as a Joint Venture veterinary practice where the Group held 100% of the non-participatory 'B' ordinary shares. A detailed explanation for the basis of consolidation can be found on page 116 of the 2018 Annual Report. On 26 April 2018, the Group acquired 100% of the 'A' shares, leading to full control and consolidation.

Assets acquired and liabilities recognised at the date of acquisition

The provisional amounts recognised in respect of identifiable assets and liabilities relating to the acquisition are as follows:

 
                                 Assets and liabilities 
                                               acquired 
                                                 GBP000 
----------------------------   ------------------------ 
Current assets 
Cash and cash equivalents                            71 
Trade and other receivables                          81 
Inventories                                          20 
Non-current assets 
Tangible fixed assets                                66 
Current liabilities 
Trade and other payables                          (100) 
Net assets                                          138 
-------------------------------  ---------------------- 
 

Provisional goodwill arising on acquisition

 
                                        Companion Care (Exeter) Limited 
                                                                 GBP000 
-------------------------------------  -------------------------------- 
 Consideration                                                    1,450 
 Less: Fair value of assets acquired                              (138) 
-------------------------------------  -------------------------------- 
 Goodwill arising on acquisition                                  1,312 
-------------------------------------  -------------------------------- 
 

The goodwill is deemed to be provisional due to the timing of the acquisition in relation to the period end.

Acquisition of Maidstone Vets4Pets Limited

In the 28 week period ended 12 October 2017 and the 52 week period ended 29 March 2018, Maidstone Vets4Pets Limited was accounted for as a Joint Venture veterinary practice where the Group held 100% of the non-participatory 'B' ordinary shares. A detailed explanation for the basis of consolidation can be found on page 116 of the 2018 Annual Report. On 26 April 2018, the Group acquired 100% of the 'A' shares, leading to full control and consolidation.

Notes (continued)

   7    Business combinations (continued) 

Assets acquired and liabilities recognised at the date of acquisition

The provisional amounts recognised in respect of identifiable assets and liabilities relating to the acquisition are as follows:

 
                                 Assets and liabilities acquired 
                                                          GBP000 
----------------------------  ---------------------------------- 
Current assets 
Cash and cash equivalents                                     26 
Trade and other receivables                                   92 
Inventories                                                   12 
Non-current assets 
Tangible fixed assets                                         49 
Current liabilities 
Trade and other payables                                    (77) 
Net assets                                                   102 
-------------------------------  ------------------------------- 
 

Provisional goodwill arising on acquisition

 
                                        Maidstone Vets4Pets Limited 
                                                             GBP000 
-------------------------------------  ---------------------------- 
 Consideration                                                  650 
 Less: Fair value of assets acquired                          (102) 
-------------------------------------  ---------------------------- 
 Goodwill arising on acquisition                                548 
-------------------------------------  ---------------------------- 
 

The goodwill is deemed to be provisional due to the timing of the acquisition in relation to the period end.

   8    Property, plant and equipment 
 
                                                     Fixtures, 
                         Freehold  Short leasehold   fittings,    Total 
                         Property         property   tools and 
                                                     equipment 
                           GBP000           GBP000      GBP000   GBP000 
----------------------  ---------  ---------------  ----------  ------- 
Cost 
Balance at 29 March 
 2018                       2,517           53,715     206,868  263,100 
Additions                       7            2,341      10,379   12,727 
Assets acquired on 
 acquisition                    -               57          58      115 
Disposals                       -            (314)       (187)    (501) 
----------------------  ---------  ---------------  ----------  ------- 
Balance at 11 October 
 2018                       2,524           55,799     217,118  275,441 
----------------------  ---------  ---------------  ----------  ------- 
Depreciation 
Balance at 29 March 
 2018                         238           18,717     114,241  133,196 
Depreciation charge 
 for the period                31            2,121      13,412   15,564 
Disposals                       -             (15)        (45)     (60) 
----------------------  ---------  ---------------  ----------  ------- 
Balance at 11 October 
 2018                         269           20,823     127,608  148,700 
----------------------  ---------  ---------------  ----------  ------- 
Net book value 
At 29 March 2018            2,279           34,998      92,627  129,904 
----------------------  ---------  ---------------  ----------  ------- 
At 11 October 2018          2,255           34,976      89,510  126,741 
----------------------  ---------  ---------------  ----------  ------- 
 

Notes (continued)

   8    Property, plant and equipment (continued) 
 
                                                     Fixtures, 
                         Freehold  Short leasehold   fittings,    Total 
                         Property         property   tools and 
                                                     equipment 
                           GBP000           GBP000      GBP000   GBP000 
----------------------  ---------  ---------------  ----------  ------- 
Cost 
Balance at 30 March 
 2017                       2,517           48,720     183,625  234,862 
Additions                       -            2,729      16,451   19,180 
Disposals                       -            (221)       (189)    (410) 
----------------------  ---------  ---------------  ----------  ------- 
Balance at 12 October 
 2017                       2,517           51,228     199,887  253,632 
----------------------  ---------  ---------------  ----------  ------- 
Depreciation 
Balance at 30 March 
 2017                         198           15,469      90,360  106,027 
Depreciation charge 
 for the period                21            1,794      13,135   14,950 
Disposals                       -             (56)       (104)    (160) 
----------------------  ---------  ---------------  ----------  ------- 
Balance at 12 October 
 2017                         219           17,207     103,391  120,817 
----------------------  ---------  ---------------  ----------  ------- 
Net book value 
At 30 March 2017            2,319           33,251      93,265  128,835 
----------------------  ---------  ---------------  ----------  ------- 
At 12 October 2017          2,298           34,021      96,496  132,815 
 
 
   9    Intangible assets 
 
                                           Customer 
                                 Goodwill      list  Software      Total 
                                   GBP000    GBP000    GBP000     GBP000 
-------------------------------  --------  --------  --------  --------- 
Cost 
Balance at 29 March 2018          979,845       771    33,766  1,014,382 
Additions                               -         -     4,661      4,661 
Assets acquired on acquisition      1,860         -         -      1,860 
Balance at 11 October 
 2018                             981,705       771    38,427  1,020,903 
-------------------------------  --------  --------  --------  --------- 
Amortisation 
Balance at 29 March 2018                -       148    21,305     21,453 
Amortisation charge for 
 the period                             -        41     3,790      3,831 
Balance at 11 October 
 2018                                   -       189    25,095     25,284 
-------------------------------  --------  --------  --------  --------- 
Net book value 
At 29 March 2018                  979,845       623    12,461    992,929 
-------------------------------  --------  --------  --------  --------- 
At 11 October 2018                981,705       582    13,332    995,619 
-------------------------------  --------  --------  --------  --------- 
 

Notes (continued)

   9    Intangible assets (continued) 
 
                                       Customer 
                             Goodwill      list  Software      Total 
                               GBP000    GBP000    GBP000     GBP000 
---------------------------  --------  --------  --------  --------- 
Cost 
Balance at 30 March 2017      979,845       771    24,916  1,005,532 
Additions                           -         -     4,783      4,783 
Balance at 12 October 2017    979,845       771    29,699  1,010,315 
---------------------------  --------  --------  --------  --------- 
Amortisation 
Balance at 30 March 2017            -        71    15,195     15,266 
Amortisation charge for 
 the period                         -        42     3,049      3,091 
---------------------------  --------  --------  --------  --------- 
Balance at 12 October 2017          -       113    18,244     18,357 
---------------------------  --------  --------  --------  --------- 
Net book value 
At 30 March 2017              979,845       700     9,721    990,266 
---------------------------  --------  --------  --------  --------- 
At 12 October 2017            979,845       658    11,455    991,958 
---------------------------  --------  --------  --------  --------- 
 

The customer list is a separately identifiable intangible asset arising on the acquisition of Dick White Referrals Limited in April 2016.

Amortisation and impairment charge

The amortisation charge is recognised in total in operating expenses within the income statement.

Impairment testing

Cash generating units ('CGUs') within the Group are considered to be aligned to the two operating segments as disclosed in note 2. Within the Retail reporting segment, these CGUs comprise the body of stores, company website, grooming operations and insurance operations. Within the Vet Group, the CGUs comprise the First Opinion practices and Specialist Referral Centres. As at 12 October 2017, the Group only had one reportable CGU in line with its single operating segment.

As at 11 October 2018, the Group is deemed to have two overall groups of CGUs as follows:

 
                      Goodwill 
----------  ---------------------------- 
            At 11 October  At 12 October 
                     2018           2017 
                   GBP000         GBP000 
----------  -------------  ------------- 
Retail            586,088              - 
Vet Group         395,617              - 
----------  -------------  ------------- 
Total             981,705        979,865 
----------  -------------  ------------- 
 

The recoverable amount of the CGU group has been calculated with reference to its value in use. The key assumptions of this calculation are shown below:

 
                                                              28 week period 
                                                                       ended 
                                        28 week period ended      12 October 
                                             11 October 2018            2017 
------------------------------------  ----------------------  -------------- 
                                        Retail     Vet Group           Group 
------------------------------------  --------  ------------  -------------- 
Period on which management approved 
 forecasts are based (years)                 5             5               3 
Growth rate applied beyond approved 
 forecast period                          2.0%          3.5%            2.0% 
Discount rate (pre-tax)                    11%           10%             11% 
------------------------------------  --------  ------------  -------------- 
 

Notes (continued)

   9    Intangible assets (continued) 

The goodwill is considered to have an indefinite useful economic life and the recoverable amount is determined based on 'value-in-use' calculations. These calculations use a post-tax cash flow projection based on a five-year plan approved by the Board. The plan is adjusted to remove the contribution from and costs associated with new stores and veterinary practices.

The key assumptions in the business plans for both the Retail and Vet Group CGUs are like-for-like sales growth, gross profit margin and operating profit margin. The Retail forecast assumptions reflect continual innovation and our deep understanding of our customers. The Vet Group forecast assumptions are based on a deep understanding of the maturity profile of the practices and their performance. The projections are based on all available information and growth rates do not exceed growth rates experienced in prior periods. A different set of assumptions may be more appropriate in future years depending on changes in the macro-economic environment and the industry in which each CGU operates.

The discount rate was estimated based on past experience and industry average weighted cost of capital.

The Directors have assumed a growth rate projection beyond the five-year period based on market growth rates based on past experience within the Group taking into account the economic growth forecasts within the relevant industries.

The total recoverable amount in respect of goodwill for the CGU group as assessed by the Directors using the above assumptions is greater than the carrying amount and therefore no impairment charge has been recorded in each period.

Within the Retail CGU, a number of sensitivities have been applied to the assumptions in reaching this conclusion including:

   --      Reduction in growth rate applied  beyond forecast period by 100 bps 
   --      Increasing the discount rate by 100 bps 
   --      Reduction in gross margin percentage of 100bps 

None of the above would result in an impairment when applied either individually or collectively.

Within the Vet Group CGU, a number of sensitivities have been applied to the assumptions in reaching this conclusion including:

   --      Reduction in growth rate applied  beyond forecast period by 100 bps 
   --      Increasing the discount rate by 100 bps 
   --      Reduction in gross margin percentage of 100bps 

None of the above would result in an impairment when applied either individually or collectively.

Notes (continued)

10 Other interest-bearing loans and borrowings

 
                                              At 12 October  At 29 March 
                          At 11 October 2018           2017         2018 
                                      GBP000         GBP000       GBP000 
------------------------  ------------------  -------------  ----------- 
Non-current liabilities 
Secured bank loans                   192,614        206,416      194,519 
 
 

Terms and debt repayment schedule

 
                                                                     11 October 
                                                                           2018 
---------------     ----------  ----------------------------  ----------------- 
                                                                 Face  Carrying 
                                 Nominal interest    Year of    value    amount 
                      Currency               rate   maturity   GBP000    GBP000 
---------------      ---------  -----------------  ---------  -------  -------- 
Senior Finance 
 Bank Loans                    GBP    LIBOR +1.4%       2023  195,086   192,614 
-------------------      ---------  -------------  ---------  -------  -------- 
 
 
                                                                     12 October 
                                                                           2017 
---------------     ----------  ----------------------------  ----------------- 
                                                                 Face  Carrying 
                                 Nominal interest    Year of    value    amount 
                      Currency               rate   maturity   GBP000    GBP000 
---------------      ---------  -----------------  ---------  -------  -------- 
Senior Finance 
 Bank Loans                    GBP   LIBOR +1.25%       2020  207,000   206,416 
-------------------      ---------  -------------  ---------  -------  -------- 
 

During the period, the Group has entered into a new revolving facility of GBP248,000,000, which expires in 2023. Debt related fees of GBP2,472,000 have been capitalised against the loan to be amortised over the remaining term of the facility.

The drawn amount was GBP195,086,000 at 11 October 2018 and this amount is reviewed each period. Interest is charged at LIBOR plus a margin based on leverage (net debt: EBITDA). Face value represents the principal value of the Senior Finance Bank Loans. The bank loan is unsecured.

Interest-bearing borrowings are recognised initially at fair value, being the principal value of the loan net of attributable transaction costs. Subsequent to initial recognition, interest-bearing borrowings are stated at a carrying value, which represents the amortised cost of the loans using the effective interest method less any impairment losses.

The analysis of repayments on the loans is as follows:

 
                                            At 11                 At 29 March 
                                          October  At 12 October         2018 
                                             2018           2017       GBP000 
                                           GBP000         GBP000 
---------------------------------------  --------  -------------  ----------- 
Within one year or repayable on demand          -              -            - 
Between one and two years                       -              -            - 
Between two and five years                195,086        207,000      195,000 
---------------------------------------  --------  -------------  ----------- 
                                          195,086        207,000      195,000 
---------------------------------------  --------  -------------  ----------- 
 

Pets at Home Group's policy with regard to interest rate risk, is to hedge the appropriate level of borrowings by entering into fixed rate agreements. The Group has entered into one fixed rate interest rate swap agreement over a total of GBP142,100,000 of the senior facility borrowings at the balance sheet date at a fixed rate of 0.183%, which expires on 30 March 2019. The hedges are structured to hedge at least 70% of the forecast outstanding debt for the next 12 months.

Notes (continued)

11 Financial instruments

Fair value hierarchy

The table below shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy.

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities

Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices)

Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs)

 
 11 October 2018 
-------------------------------------  ----------------------------------------------------------------------- 
 Carrying amount                          Fair value          FVOCI       Financial          Other       Total 
                                           - hedging       - equity          assets      financial    carrying 
                                         instruments    instruments    at amortised    liabilities      amount 
                                                                               cost 
                                              GBP000         GBP000          GBP000         GBP000      GBP000 
-------------------------------------  -------------  -------------  --------------  -------------  ---------- 
 Financial assets measured 
  at fair value 
 Investments in Joint Venture 
  veterinary practices                             -            444               -              -         444 
 Other investments                                 -            112               -              -         112 
 Fuel forward contract used 
  for hedging                                     29              -               -              -          29 
 Forward exchange contracts 
  used for hedging                             1,802              -               -              -       1,802 
 Interest rate swaps used for 
  hedging                                        423              -               -              -         423 
-------------------------------------  -------------  -------------  --------------  -------------  ---------- 
                                               2,254            556               -              -       2,810 
-------------------------------------  -------------  -------------  --------------  -------------  ---------- 
 
 Financial assets not measured 
  at fair value 
 Current trade and other receivables               -              -          18,139              -      18,139 
 Amounts owed by joint venture 
  veterinary practices - funding, 
  trading and operating loans                      -              -          25,077              -      25,077 
 Cash and cash equivalents                         -              -          60,295              -      60,295 
 Loans to joint venture practices 
  - initial set up loans                           -              -          12,700              -      12,700 
 Loans to joint venture practices 
  - other loans                                    -              -           5,458              -       5,458 
 Other receivables                                 -              -             910              -         910 
-------------------------------------  -------------  -------------  --------------  -------------  ---------- 
                                                   -              -         122,579              -     122,579 
-------------------------------------  -------------  -------------  --------------  -------------  ---------- 
 
 Financial liabilities measured 
  at fair value 
 Forward exchange contracts 
  used for hedging                             (312)              -               -              -       (312) 
-------------------------------------  -------------  -------------  --------------  -------------  ---------- 
                                               (312)              -               -              -       (312) 
-------------------------------------  -------------  -------------  --------------  -------------  ---------- 
 
   Financial liabilities not 
   measured at fair value 
 Current other financial liability                 -              -               -        (1,134)     (1,134) 
 Finance lease liability                           -              -               -           (41)        (41) 
 Trade payables                                    -              -               -       (87,743)    (87,743) 
 Amounts owed to Joint Venture 
  veterinary practices                             -              -               -        (9,620)     (9,620) 
 Non-current other financial 
  liability                                        -              -               -        (8,448)     (8,448) 
 Other interest-bearing loans 
  and borrowings (note 10)                         -              -               -      (192,614)   (192,614) 
-------------------------------------  -------------  -------------  --------------  -------------  ---------- 
                                                   -              -               -      (299,600)   (299,600) 
-------------------------------------  -------------  -------------  --------------  -------------  ---------- 
 
 

Notes (continued)

   11        Financial instruments (continued) 
 
 11 October 2018 
------------------------- 
 Fair value                        Level 1          Level           Level          Total 
                                                        2               3 
                                    GBP000         GBP000          GBP000         GBP000 
-------------------------  ---------------  -------------  --------------  ------------- 
 Financial assets 
 measured 
 at fair value 
 Investments in Joint 
  Venture 
  veterinary practices                   -              -             444            444 
 Other investments                       -              -             112            112 
 Fuel forward contract 
  used 
  for hedging                            -             29               -             29 
 Forward exchange 
  contracts 
  used for hedging                       -          1,802               -          1,802 
 Interest rate swaps used 
  for hedging                            -            423               -            423 
-------------------------  ---------------  -------------  --------------  ------------- 
 
 Financial assets not 
 measured 
 at fair value 
 Amounts owed by Joint 
  Venture 
  veterinary practices - 
  funding, 
  trading and operating 
  loans                                  -              -          25,077         25,077 
 Loans to joint venture 
  practices 
  - initial set up loans                 -              -          12,700         12,700 
 Loans to joint venture 
  practices 
  - other loans                          -              -           5,458          5,458 
 Other receivables                       -              -             910            910 
-------------------------  ---------------  -------------  --------------  ------------- 
 
 Financial liabilities 
 measured 
 at fair value 
 Forward exchange 
  contracts 
  used for hedging                       -          (312)               -          (312) 
-------------------------  ---------------  -------------  --------------  ------------- 
 
  Financial liabilities 
  not 
  measured at fair value 
 Current other financial 
  liability                              -              -         (1,134)        (1,134) 
 Non-current other 
  financial 
  liability                              -              -         (8,448)        (8,448) 
 Other interest-bearing 
  loans 
  and borrowings (note 10)               -      (195,086)               -      (195,086) 
---------------------------  -------------  -------------  --------------  ------------- 
 
 
  Notes (continued) 
  11 Financial 
  instruments 
  (continued) 
 12 October 2017 
---------------------------  ----------------------------------------------------------------------- 
 Carrying amount                Fair value          FVOCI       Financial          Other       Total 
                                 - hedging       - equity          assets      financial    carrying 
                               instruments    instruments    at amortised    liabilities      amount 
                                                                     cost 
                                    GBP000         GBP000          GBP000         GBP000      GBP000 
---------------------------  -------------  -------------  --------------  -------------  ---------- 
 Financial assets measured 
  at fair value 
 Investments in Joint 
  Venture 
  veterinary practices                   -            400               -              -         400 
 Other investments                       -            112               -              -         112 
 Fuel forward contract used 
  for hedging                           37              -               -              -          37 
 Forward exchange contracts 
  used for hedging                     859              -               -              -         859 
                                       896            512               -              -       1,408 
---------------------------  -------------  -------------  --------------  -------------  ---------- 
 
 Financial assets not 
 measured 
 at fair value 
 Current trade and other 
  receivables                            -              -          15,457              -      15,457 
 Amounts owed by joint 
  venture 
  veterinary practices                   -              -          29,179              -      29,179 
 Cash and cash equivalents               -              -          50,720              -      50,720 
 Loans to joint venture 
  practices 
  - initial set up loans                 -              -          12,054              -      12,054 
 Loans to joint venture 
  practices 
  - other loans                          -              -           4,357              -       4,357 
 Other receivables                       -              -           1,663              -       1,663 
---------------------------  -------------  -------------  --------------  -------------  ---------- 
                                         -              -         113,430              -     113,430 
---------------------------  -------------  -------------  --------------  -------------  ---------- 
 
 Financial liabilities 
 measured 
 at fair value 
 Forward exchange contracts 
  used for hedging                   (105)              -               -              -       (105) 
---------------------------  -------------  -------------  --------------  -------------  ---------- 
                                     (105)              -               -              -       (105) 
---------------------------  -------------  -------------  --------------  -------------  ---------- 
 
  Financial liabilities not 
  measured at fair value 
 Current other financial 
  liability                              -              -               -        (1,000)     (1,000) 
 Finance lease liability                 -              -               -          (103)       (103) 
 Trade payables                          -              -               -       (89,613)    (89,613) 
 Amounts owed to Joint 
  Venture 
  veterinary practices                   -              -               -        (6,708)     (6,708) 
 Non-current other 
  financial 
  liability                              -              -               -        (7,959)     (7,959) 
 Other interest-bearing 
  loans 
  and borrowings (note 10)               -              -               -      (206,416)   (206,416) 
---------------------------  -------------  -------------  --------------  -------------  ---------- 
                                         -              -               -      (311,799)   (311,799) 
---------------------------  -------------  -------------  --------------  -------------  ---------- 
 
 
 
 Notes (continued) 
  11 Financial instruments (continued) 
 
  12 October 2017 
--------------------------------------- 
 Fair value                                Level       Level     Level       Total 
                                               1           2         3 
                                          GBP000      GBP000    GBP000        GBP000 
---------------------------------------  -------  ----------  --------  ------------ 
 Financial assets measured at 
  fair value 
 Investments in Joint Venture 
  veterinary practices                         -           -       400           400 
 Other investments                             -           -       112           112 
 Fuel forward contract used 
  for hedging                                  -          37         -            37 
 Forward exchange contracts 
  used for hedging                             -         859         -           859 
 
Financial assets not measured 
 at fair value 
Amounts owed by Joint Venture 
 veterinary practices - funding, 
 trading and operating loans                   -           -    29,179        29,179 
Loans to joint venture practices 
 - initial set up loans                        -           -    12,054        12,054 
Loans to joint venture practices 
 - other loans                                 -           -     4,357         4,357 
Other receivables                              -           -     1,663         1,663 
                                         -------  ----------  --------  ------------ 
 
Financial liabilities measured 
 at fair value 
 Forward exchange contracts 
  used for hedging                             -       (105)         -         (105) 
---------------------------------------  -------  ----------  --------  ------------ 
 
   Financial liabilities not measured 
   at fair value 
Current other financial liability              -           -   (1,000)       (1,000) 
Non-current other financial 
 liability                                     -           -   (7,959)       (7,959) 
Other interest-bearing loans 
 and borrowings (note 10)                      -   (207,000)         -     (207,000) 
                                         -------  ----------  --------  ------------ 
 
 

Notes (continued)

   11        Financial instruments (continued) 
 
 29 March 2018 
------------------------------------- 
 Carrying amount                          Fair value          FVOCI       Financial         Other      Total 
                                           - hedging       - equity          assets     financial   carrying 
                                         instruments    instruments    at amortised   liabilities     amount 
                                                                               cost 
                                              GBP000         GBP000          GBP000        GBP000     GBP000 
-------------------------------------  -------------  -------------  -------------- 
 Financial assets measured 
  at fair value 
 Investments in Joint Venture 
  veterinary practices                             -            403               -             -        403 
 Other investments                                 -            112               -             -        112 
Fuel forward contract used 
 for hedging                                      78              -               -             -         78 
 Forward exchange contracts 
  used for hedging                               155              -               -             -        155 
 Interest rate swaps used for 
  hedging                                        926              -               -             -        926 
------------------------------------- 
                                               1,159            515               -             -      1,674 
------------------------------------- 
 
 Financial assets not measured 
  at fair value 
 Current trade and other receivables               -              -          16,834             -     16,834 
Amounts owed by Joint Venture 
 veterinary practices - funding, 
 trading and operating loans                       -              -          31,298             -     31,298 
Cash and cash equivalents                          -              -          59,824             -     59,824 
 Loans to joint venture practices 
  - initial set up loans                           -              -          14,194             -     14,194 
 Loans to joint venture practices 
  - other loans                                    -              -           4,539             -      4,539 
 Other receivables                                 -              -             934             -        934 
-------------------------------------  -------------  -------------  -------------- 
                                                   -              -         127,623             -    127,623 
-------------------------------------  -------------  -------------  -------------- 
 
 Financial liabilities measured 
  at fair value 
Forward exchange contracts 
 used for hedging                            (2,333)              -               -             -    (2,333) 
                                             (2,333)              -               -             -    (2,333) 
 
   Financial liabilities not 
   measured at fair value 
 Current other financial liability                 -              -               -       (1,000)    (1,000) 
 Finance lease liability                           -              -               -          (59)       (59) 
 Trade payables                                    -              -               -     (106,709)  (106,709) 
 Amounts owed to Joint Venture 
  veterinary practices                             -              -               -       (2,951)    (2,951) 
 Non-current other financial 
  liability                                        -              -               -       (8,675)    (8,675) 
 Other interest-bearing loans 
  and borrowings (note 10)                         -              -               -     (194,519)  (194,519) 
-------------------------------------  -------------  -------------  -------------- 
                                                   -              -               -     (313,913)  (313,913) 
-------------------------------------  -------------  -------------  -------------- 
 
 
 
Notes (continued) 
 11 Financial instruments 
 (continued) 
 
 29 March 2018 
Fair value                                 Level 1      Level     Level       Total 
                                                            2         3 
                                            GBP000     GBP000    GBP000        GBP000 
 Financial assets measured 
  at fair value 
 
Investments in Joint Venture 
 veterinary practices                            -          -       403           403 
Other investments                                -          -       112           112 
Fuel forward contract used 
 for hedging                                     -         78         -            78 
Forward exchange contracts 
 used for hedging                                -        155         -           155 
Interest rate swaps used for 
 hedging                                         -        926         -           926 
Financial assets measured 
 at fair value 
Amounts owed by Joint Venture 
 veterinary practices 
       - funding, trading and operating 
        loans                                    -          -    31,298        31,298 
 Loans to joint venture practices 
  - initial set up loans                         -          -    14,194        14,194 
 Loans to joint venture practices 
  - other loans                                  -          -     4,539         4,539 
Other receivables                                -          -       934           934 
 Financial liabilities measured 
  at fair value 
 Forward exchange contracts 
  used for hedging                               -    (2,333)         -       (2,333) 
-----------------------------------------                      --------  ------------ 
 Financial liabilities not 
  measured at fair value 
 Current other financial liability               -          -   (1,000)       (1,000) 
Non-current other financial 
 liability                                       -          -   (8,675)       (8,675) 
 Other interest-bearing loans 
  and borrowings (note 10)                       -  (195,000)         -     (195,000) 
-----------------------------------------                      --------  ------------ 
 
 
 
 

Notes (continued)

11 Financial instruments (continued)

Measurement of fair values

The following table shows the valuation techniques used in measuring Level 2 and Level 3 fair values at the balance sheet dates, as well as the significant unobservable inputs used.

 
Type              Valuation technique              Significant      Inter-relationship 
                                                    unobservable     between significant 
                                                    inputs           unobservable 
                                                                     inputs and fair 
                                                                     value measurement 
 
 
Investment        The fair value of investments    Not applicable   Not applicable 
 in equity         in unlisted equity securities 
 securities        are considered to be 
                   their carrying value 
                   as the impact of discounting 
                   future cash flows has 
                   been assessed as not 
                   material and the investment 
                   is non-participatory. 
 
Forward exchange  Market comparison technique      Not applicable   Not applicable 
 contracts         - the fair values are 
 and interest      based on broker quotes. 
 rate swaps        Similar contracts are 
                   traded in an active market 
                   and the quotes reflect 
                   the actual transactions 
                   on similar instruments. 
Other financial   Other financial liabilities      Future earnings  Fair value linked 
 liabilities       include the fair values          performance      to increase or 
                   of the put and call options                       decrease in the 
                   over the non-controlling                          best estimate 
                   interests of subsidiary                           of the future 
                   undertakings and contingent                       earnings performance 
                   consideration in relation 
                   to acquisitions. The 
                   fair values represent 
                   the best estimate of 
                   amounts payable based 
                   on future earnings performance 
                   discounted to present 
                   value. 
 

12 Seasonality of Operations

The Group's sales can be sensitive to periods of extreme weather conditions. The Group sometimes sees a reduction in sales during periods of hot weather in the UK, due to reduced customer footfall and reduced demand as pets eat less and generally spend more time outdoors, reducing the need for essentials such as food and cat litter. If temperatures are extremely high for a prolonged period, declines in sales can be material. The number of customers visiting Pets at Home's stores also declines during periods of snow or extreme weather conditions affecting the local catchment area. In addition, the sales of certain products and services designed to address pet health needs, such as flea and tick problems, can also be seasonal, increasing in times of warm and wet weather.

Traditionally the financial performance of the Group in the four-week period to the end of December is marginally stronger than in the other periods, due to Christmas purchasing. Purchasing of Accessories is also more prevalent during this season. Timing of the holiday season and any adverse weather conditions that may occur during that season impacting delivery may adversely affect sales in our stores.

Notes (continued)

   13        Related parties 

Veterinary practice transactions

The Group has entered into a number of arrangements with third parties in respect of veterinary practices.

The transactions entered into during the period, and the balances outstanding at the end of the period are as follows:

 
                                                                    29 March 
                                     11 October 2018    12 October      2018 
                                              GBP000   2017 GBP000    GBP000 
-----------------------------------                   ------------  -------- 
Transactions 
- Fees for services provided 
 to veterinary practices                      30,039        27,954    53,112 
- Rental and other occupancy 
 charges to veterinary practices               6,819         6,190    11,653 
-----------------------------------                   ------------  -------- 
Gross income from veterinary 
 practices                                    36,858        34,144    64,765 
Balances 
Included within Trade and other 
 receivables: 
- Funding for new practices                    1,236         1,268     1,595 
- Operating loans 
 - Gross value of operating loans             46,876        30,944    38,011 
 - Provision held for operating 
  loans                                     (23,035)       (3,033)   (8,308) 
-----------------------------------                   ------------  -------- 
 - Net Operating loans                        23,841        27,911    29,703 
Included within Other financial 
 assets and liabilities: 
- Loans to joint venture practices            15,190        12,054    14,194 
- Provision for loans to joint 
 venture practices                           (2,490)             -         - 
-----------------------------------                   ------------  -------- 
                                              12,700        12,054    14,194 
- Loans to other related parties 
 (non-current)                                 5,458         4,357     4,539 
Included within Trade and other 
 payables: 
- Trading balances                           (9,620)       (6,708)   (2,951) 
 

Fees for services provided to related party veterinary practices relate to charges for support services offered in such areas as clinical development, promotion and methods of operation as well as service activities including accountancy, legal and property.

Funding for new practices represents the amounts advanced by the Group to support with surgery opening costs. The funding is short term and the related party Joint Venture company draws down their own bank funding to settle these amounts outstanding with the Group shortly after opening.

Trading balances represent costs incurred/income received by the Group in relation to the services provided to the veterinary practices that have yet to be recharged.

Operating loans represent amounts advanced to related party veterinary practices to cover working capital requirements and support their longer term growth. The loans do not attract interest and are repayable on demand, although they are expected to be repaid over a number of years based on the projected cash flow forecast on a practice by practice basis, some over an extended period of years. In the 28 week period ended 11 October 2018, the value of balances provided for through the income statement amounted to GBP14,727,000 (period ended 12 October 2017: GBP398,000, period ended 29 March 2018: GBP5,673,000).

Loans to joint venture practice companies trading under the Companion Care and Vets4Pets brands represent a long term investment in the joint venture, supporting their initial set up and working capital. These loans are classified as financial assets not measured at fair value. In the 28 week period ended 11 October 2018, the value of balances provided for through the income statement amounted to GBP2,490,000 (period ended 12 October 2017: GBPnil, period ended 29 March 2018: GBPnil).

Loans to other related parties represent loan balances to joint venture partnership businesses and shared venture partners and are typically to support capacity expansion.

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

END

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