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FUL The Fulham Shore Plc

14.05
0.00 (0.00%)
24 Apr 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
The Fulham Shore Plc LSE:FUL London Ordinary Share GB00B9F8VG44 ORD GBP0.01
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 14.05 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Fulham Shore PLC (The) Half-year Report (0913J)

18/12/2020 7:00am

UK Regulatory


The Fulham Shore (LSE:FUL)
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TIDMFUL

RNS Number : 0913J

Fulham Shore PLC (The)

18 December 2020

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ("MAR").

The Fulham Shore PLC

Unaudited interim results for the six months ended 27 September 2020

The Directors of The Fulham Shore PLC ("Fulham Shore", the "Company" or the "Group") are pleased to announce unaudited interim results for the six months ended 27 September 2020.

Financial Highlights

-- Revenues decreased 44.9% to GBP19.9m (2019: GBP36.0m) as a result of national lockdown restrictions

   --      Headline EBITDA* of GBP3.7m (2019: GBP8.4m) 
   --      Operating loss of GBP3.0m (2019: profit of GBP2.1m) 
   --      Loss after tax of GBP3.9m (2019: profit of GBP0.4m) 
   --      Operating cash inflow of GBP6.3m (2019: GBP9.4m) 
   --      Raised further funds of GBP2.25m (before expenses) from an equity placing and subscription 
   --      Agreed a new loan facility of GBP10.75m under the UK Government's CLIBIL scheme 
   --      Extended the maturity date of the existing RCF loan facility by 12 months to March 2022 

-- Net debt (excluding lease liabilities) of GBP3.3m (2019: GBP8.8m); down from GBP9.5m as at 29 March 2020

* Definition of Headline EBITDA can be found in note 3 to the unaudited interim financial information.

Operational Highlights

-- Restaurants across UK closed by UK Government for dine-in customers from 23 March 2020 to 4 July 2020

   --      Delivery and takeaway operations partially mitigated losses in the first quarter 
   --      Opened 1 new Franco Manca pizzeria on The Cut, Waterloo, London 
   --      Post the period end: 

o 1 further Franco Manca (to 53 operated) opened located at Borough Market, London

o 1 further The Real Greek (to 19 operated) opened in The Lexicon, Bracknell

o Restaurants in England closed by UK Government for dine in customers from 5 November 2020 to 2 December 2020

o As at 17 December 2020, the Group had net debt (excluding lease liabilities) of GBP3.7m with undrawn debt facility of GBP11.5m out of total facilities of GBP25.75m

David Page, Chairman of Fulham Shore, said:

"We are pleased to have delivered a creditable performance during the first half of the current financial year despite all Franco Manca and The Real Greek restaurants being closed to dine-in customers for more than half the period. The Group generated positive Headline EBITDA during the second quarter (July to September) reflecting the popularity of our businesses and their great value proposition.

This performance was driven by the ability of our teams at both Franco Manca and The Real Greek to adapt quickly to the continuing changes implemented by the UK Government in their response to COVID-19. We continue to explore new opportunities and are encouraged by the positive customer response to our recently launched Franco Manca and The Real Greek "Meal at Home" kits and new e-gift cards, both of which were launched during the November lockdown.

The ongoing damage to the property and restaurant sectors will allow us to prospect for new sites at much reduced rents and lower capital costs per site. As such, over the next few years and once normal trading conditions return, we will target a higher return on capital than we have historically achieved.

Following the period end, on 5 November 2020 most of our restaurants closed again to dine-in customers following the UK Government's second national lockdown. These restaurants were then permitted to re-open on 2 December 2020 to dine-in customers, with certain restrictions. However, as at the date of this report and from 16 December 2020, the majority of our estate is once again closed to dine-in customers as London entered Tier 3 restrictions, while Surrey and Berkshire will enter Tier 3 restrictions from 19 December 2020. The situation is fluid and changes frequently and with little notice.

Despite the near-term uncertainty, the Board remains confident in the long-term strength of the Group and believes it is well positioned to both deliver strategic growth and capitalise on opportunities as a sense of normality resumes."

Contacts:

 
 The Fulham Shore PLC                    www.fulhamshore.com 
 David Page / Nick Wong                  Via Hudson Sandler 
 Allenby Capital Limited (Nominated 
  Adviser and Broker)                      Tel: 020 3328 5656 
  Nick Naylor / Jeremy Porter / James 
  Reeve (Corporate Finance) 
  Tony Quirke / Jos Pinnington (Sales) 
 Hudson Sandler (Financial PR)           fulhamshore@hudsonsandler.com 
  Alex Brennan / Lucy Wollam              Telephone: 020 7796 
                                          4133 
 

Notes for editors

Information on The Fulham Shore PLC

Fulham Shore was incorporated in March 2012. The Directors believed that there were attractive investment opportunities within the restaurant sector in the UK and that, given their collective experience in the restaurant sector, they could take advantage of the opportunities which existed.

The ordinary shares of the Company were admitted to trading on AIM in October 2014 in order to capitalise on such opportunities and to give the company's employees, customers and public the ability to share in the enterprise.

Today, Fulham Shore owns and operates "The Real Greek" ( www.therealgreek.com ) and "Franco Manca" ( www.francomanca.co.uk ) restaurants.

The Real Greek

Since its foundation in London in 1999, The Real Greek business has grown steadily, now offering modern Greek cuisine in 19 restaurants across London and Southern England.

The Real Greek food centres on the delicious, healthy diet of the Eastern Mediterranean, staying true to the Greek ethos of food, family and friends. Dishes are created using premium ingredients sourced from Greece and Cyprus whenever possible, and developed by Tonia Buxton, the face of Greek food in the UK.

The Real Greek's menu and atmosphere retain the spirit of eating in Greece, encouraging diners to take their time eating amongst friends and family, be it a relaxed dinner, family get-together, or a fully catered party.

Franco Manca

Franco Manca opened its first restaurant in 2008 and now has 53 restaurants, primarily in London, but also with restaurants across the UK (e.g. Edinburgh, Manchester, Leeds, Cambridge, Birmingham, Brighton, Bristol and Exeter). Franco Manca also has a franchised pizzeria on the island of Salina in Italy.

Franco Manca's pizza is made from slow-rising sourdough and is baked in an oven that produces high heat. The slow levitation and blast cooking process lock in the flour's natural aroma and moisture, giving a soft and easily digestible crust. Where possible, locally sourced and organic ingredients are used. Pizza prices start from GBP5.20.

Franco Manca has received the following accolades:

   -       Winner of the Casual Dining Best Family Dining Experience Award 2020 
   -       Winner of the R200 Best Value Restaurant Operator- Over 20 Sites Award 2019 and 2017 
   -       Winner of the CGA Peach Hero and Icon Awards Best Concept award 2016 

Chairman's statement

Introduction

I am pleased to announce the unaudited interim results for the six months ended 27 September 2020 (the "Half Year") for Fulham Shore.

The Group has had an eventful first half of the financial year.

During the Half Year, revenue decreased by 44.9% to GBP19.9m (2019: GBP36.0m) as the Group's restaurants closed completely for a month during lockdown and subsequently only traded in a limited number of locations through takeaway and delivery services.

Trading performance

Headline EBITDA* decreased to GBP3.7m (2019: GBP8.4m). Our Headline EBITDA** for the Half Year under IAS 17 rather than IFRS 16 would have been GBP0.0m (2019: GBP5.0m). During the Half Year, we opened 1 new restaurant (2019: 7) in The Cut, Waterloo, London, leading to pre-opening costs of GBP0.1m (2019: GBP0.5m). As a result of the ongoing financial difficulties at Debenhams, we have prudently recognised an impairment charge of GBP0.5m (2019: GBPNil) against property, plant and equipment of the one remaining Franco Manca located as a concession within a Debenhams store.

Strategic progress

In light of the global pandemic, we are pleased to have delivered a creditable performance during the first half of the current financial year. Our second quarter (July to September) generated Headline EBITDA mitigating much of the losses made in the first quarter, when our restaurants were either fully closed or closed to dine-in customers.

This performance and recovery were driven by the ability of our teams at both Franco Manca and The Real Greek to adapt quickly to the continuing instructions directed towards us by the UK Government in their response to COVID-19. We continue to explore new opportunities and are encouraged by the positive customer response to our recently launched Franco Manca and The Real Greek "Meal at Home" kits and new e-gift cards, both of which were launched during the November lockdown.

The safety of all customers and staff has been our top priority since the onset of COVID-19, and to that end we have invested heavily in PPE, screens, outside seating areas and other public safety procedures, which we believe our customers have appreciated. Whenever allowed to by the UK Government, our customers have returned to us in great numbers, demonstrating the strength of our brand and loyalty of our expanding customer base.

We have, during the Half Year, benefited from certain UK Government support schemes including, amongst others, the Coronavirus Job Retention Scheme ("CJRS"), Coronavirus Large Business Interruption Loan Scheme ("CLBILS"), VAT deferral, hospitality business rates relief at applicable locations and the Eat Out to Help Out Scheme.

Cash flow

During the period, the Group generated positive cash inflow from operating activities of GBP6.3m (2019: GBP9.4m).

The Group reduced its capital expenditure during the national lockdown, investing GBP0.6m (2019: GBP4.6m), the majority of which was utilised for one new restaurant opening.

During the Half Year, the Group increased its banking facilities with HSBC by agreeing a GBP10.75m additional facility issued under the Coronavirus Large Business Interruption Loan Scheme. Fulham Shore further raised GBP2.25m (before expenses) from the issue of 36,000,000 new ordinary shares. These new funds, together with the new banking facilities, have given the Group substantial headroom over its net debt at a time of uncertainty of the ongoing impact from COVID-19.

Overall, net cash inflow for the period was a positive GBP13.0m (2019: net cash inflow of: GBP0.1m) due primarily to the drawdown of new bank loan facilities and the proceeds of the equity fundraise in August 2020. As at 27 September 2020, Group net debt (excluding lease liabilities recognised under IFRS 16) was GBP3.3m (2019: GBP8.8m), down from GBP9.5m as at 29 March 2020.

Dividends

No dividends are being proposed by the Board in line with its policy that, subject to the availability of distributable reserves, dividends will be paid to shareholders when the Directors believe it is appropriate and prudent to do so.

Current trading and outlook

Following the Half Year, on 5 November 2020 most of our restaurants closed again to dine-in customers following the UK Government's second national lockdown, although takeaway and delivery services continued in most of our restaurants. Most of our restaurants were then permitted to re-open on 2 December 2020 to dine-in customers, with certain restrictions. However, as at the date of this report and from 16 December 2020, the majority of our estate is once again closed to dine-in customers as London entered Tier 3 restrictions, while Surrey and Berkshire will enter Tier 3 restrictions from 19 December 2020. The situation is fluid and changes frequently and with little notice.

In Tier 3, we are continuing to offer delivery and takeaway services in the majority of our affected restaurants. From tomorrow, Fulham Shore will have: Tier 3 - 58 restaurants (of which 7 are temporarily fully closed); Tier 2 (or equivalent) - 12 restaurants; Tier 1 - 0 restaurants; and closed possibly until Spring 2021 - 2 restaurants.

As at 17 December 2020, the Group had net debt (excluding lease liabilities) of GBP3.7m with undrawn debt facility of GBP11.5m (increased from GBP7.5m as at 27 September 2020) out of total facilities of GBP25.75m. Our post Half Year trading, despite a second lockdown, and our significant debt headroom continue to demonstrate the Group's ability to emerge from this period as a successful survivor in an albeit reduced UK restaurant sector.

Since the end of the Half Year, we have taken advantage of the current property market and opened two new restaurants: a Franco Manca next to Borough Market, London, and a further The Real Greek in the Lexicon shopping centre in Bracknell, Berkshire.

This brings the current group total to 72 restaurants in the UK, comprising 53 Franco Manca (49 currently trading) and 19 The Real Greek (14 currently trading). We hope to reopen 7 of our restaurants when Central London comes out of Tier 3 restrictions and our Franco Manca in Aldwych and The Real Greek on the Strand as footfall in the London's West End improves in the new year.

The ongoing damage to the property and restaurant sectors will allow us to prospect for new sites at much reduced rents and with lower capital costs per site. The two restaurants we have recently opened cost us less than half of the typical outlay of a year ago.

As such, over the next few years and once normal trading conditions return, we will target a higher return on capital than we have historically achieved.

We are close to agreeing terms on further sites due to open in calendar year 2021 in London and around the UK for both of our businesses, and look forward to welcoming new customers through our doors when we are able to do so.

Despite the near-term uncertainty, the Board remains confident in the long-term strength of the Group and believes it is well-positioned to both deliver strategic growth and capitalise on opportunities as a sense of normality resumes.

David Page

Chairman

18 December 2020

* Definition of Headline EBITDA can be found in note 3 to the unaudited interim financial information.

** Headline EBITDA calculated before application of IFRS 16 can be found in note 3 to the unaudited interim financial information

.

The Fulham Shore PLC

Unaudited Consolidated Statement of Comprehensive Income

for the six months ended 27 September 2020

 
                                                             Six months      Six months        Year 
                                                                  ended           ended       ended 
                                                           27 September    29 September    29 March 
                                                                   2020            2019        2020 
                                                  Notes       Unaudited       Unaudited     Audited 
                                                                GBP'000         GBP'000     GBP'000 
 
 Revenue                                                         19,869          36,034      68,565 
 Cost of sales                                                 (12,854)        (21,035)    (40,628) 
 
 Gross profit                                                     7,015          14,999      27,937 
 Administrative expenses                                        (8,828)        (11,905)    (23,500) 
 
 Headline operating (loss)/profit                               (1,813)           3,094       4,437 
 Share based payments                                              (75)            (82)       (157) 
 Pre-opening costs                                                 (61)           (532)       (683) 
 Amortisation of brand                                            (411)           (411)       (821) 
 Exceptional costs 
  - cost of acquisition                                               -            (14)         (3) 
 - impairment of property, plant 
  and equipment                                                   (461)               -       (260) 
 - change in fair value of investment                                 -               -       (248) 
 - COVID-19 costs                                               (4,550)               -       (718) 
 
   *    COVID-19 grants received against costs                    4,366               -         285 
 
 Operating (loss)/profit                                        (3,005)           2,055       1,832 
 Finance income                                                       1               6          10 
 Finance costs                                      4           (1,323)         (1,318)     (2,596) 
 
 (Loss)/profit before taxation                                  (4,327)             743       (754) 
 Income tax                                         5               389           (357)       (421) 
 
 (Loss)/profit for the period                                   (3,938)             386     (1,175) 
 
 
 Profit for the period attributable 
  to: 
 Owners of the company                                          (3,938)             369     (1,193) 
 Non-controlling interests                                            -              17          18 
 
                                                                (3,938)             386     (1,175) 
 
 Earnings per share 
 
 Basic                                              6            (0.7p)            0.1p      (0.2p) 
 Diluted                                            6            (0.7p)            0.1p      (0.2p) 
 
 Headline Basic                                     6            (0.5p)            0.2p        0.2p 
 Headline Diluted                                   6            (0.5p)            0.2p        0.2p 
 

There were no other comprehensive income items.

The Fulham Shore PLC

Unaudited Consolidated Balance Sheet

as at 27 September 2020

 
                                                    As at           As at       As at 
                                             27 September    29 September    29 March 
                                                     2020            2019        2020 
                                                Unaudited       Unaudited     Audited 
                                    Notes         GBP'000         GBP'000     GBP'000 
 Non-current assets 
 Intangible assets                                 24,583          25,401      25,017 
 Property, plant and equipment                     97,177         102,937     100,606 
 Investments                                            -             203           - 
 Trade and other receivables                        1,081           1,116       1,081 
 Deferred tax assets                                  325             319           9 
 
                                                  123,166         129,976     126,713 
 Current assets 
 Inventories                                        2,013           1,932       1,906 
 Trade and other receivables                        5,541           5,055       2,342 
 Cash and cash equivalents           7             15,039           1,709       2,056 
 
                                                   22,593           8,696       6,304 
 
 Total assets                                     145,759         138,672     133,017 
 
 Current liabilities 
 Trade and other payables                        (18,603)        (15,656)    (12,480) 
 Borrowings                          8            (8,909)         (5,215)     (5,163) 
 Income tax payables                                (135)           (474)       (135) 
 
                                                 (27,647)        (21,345)    (17,778) 
 
 Net current liabilities                          (5,054)        (12,649)    (11,474) 
 
 Non-current liabilities 
 Borrowings                          8           (79,312)        (74,961)    (74,591) 
 Deferred tax liabilities                         (1,768)         (1,676)     (1,888) 
 
                                                 (81,080)        (76,637)    (76,479) 
 
 Total liabilities                              (108,727)        (97,982)    (94,257) 
 
 Net assets                                        37,032          40,690      38,760 
 
 Equity 
 Share capital                                      6,096           5,736       5,736 
 Share premium account                              8,639           6,911       6,911 
 Merger relief reserve                             30,459          30,459      30,459 
 Reverse acquisition reserve                      (9,469)         (9,469)     (9,469) 
 Retained earnings                                  1,307           7,053       5,123 
 
 Total equity attributable to 
  owners of the company                            37,032          40,690      38,760 
 Non-controlling interest                               -               -           - 
 
 Total equity                                      37,032          40,690      38,760 
 
 

The Fulham Shore PLC

Unaudited Consolidated Statement of Changes in Equity

for the six months ended 27 September 2020

Six months ended 27 September 2020

Unaudited

 
                                                            Attributable to owners of the Company 
                                                                Reverse                    Equity            Non- 
                                                 Merger    Acq-uisition                    Share-    Control-ling 
                      Share       Share          Relief         Reserve     Retained    holders '       Interests       Total 
                    capital     premium         Reserve         GBP'000     earnings        Funds         GBP'000      equity 
                    GBP'000     GBP'000         GBP'000                      GBP'000      GBP'000                     GBP'000 
 
 At 29 March 
  2020                5,736       6,911          30,459         (9,469)        5,123       38,760               -      38,760 
 
 Loss for the 
  period                  -           -               -               -      (3,938)      (3,938)               -     (3,938) 
 
 Total 
  comprehensive 
  income for 
  the period              -           -               -               -      (3,938)      (3,938)               -     (3,938) 
 
 Transactions with owners: 
  Share based 
   payments               -           -               -               -           75           75               -          75 
  Deferred tax 
   on share 
   based 
   payments               -           -               -               -           47           47               -          47 
  Issue of new 
   ordinary 
   shares               360       1,728               -               -            -        2,088               -       2,088 
 
 Total 
  transactions 
  with owners           360       1,728               -               -          122        2,210               -       2,210 
 
 At 27 
  September 
  2020                6,096       8,639          30,459         (9,469)        1,307       37,032               -      37,032 
 
 
 

Six months ended 29 September 2019

Unaudited

 
                                                           Attributable to owners of the Company 
                                                               Reverse                    Equity            Non- 
                                                Merger    Acq-uisition                    Share-    Control-ling 
                         Share       Share      Relief         Reserve     Retained    holders '       Interests       Total 
                       capital     premium     Reserve         GBP'000     earnings        Funds         GBP'000      equity 
                       GBP'000     GBP'000     GBP'000                      GBP'000      GBP'000                     GBP'000 
 
 At 31 March 2019        5,714       6,889      30,459         (9,469)        5,025       38,618             125      38,743 
 
 Profit for the 
  period                     -           -           -               -          369          369              17         386 
 
 Total 
  comprehensive 
  income for the 
  period                     -           -           -               -          369          369              17         386 
 
 Transactions with owners: 
  Share based 
   payments                  -           -           -               -           82           82               -          82 
 - Lease 
  incentives on 
  adoption of IFRS 
  16                         -           -           -               -        2,062        2,062               -       2,062 
  Acquisition of 
   non-controlling 
   interests                 -           -           -               -        (485)        (485)           (142)       (627) 
  Exercise of 
   share options            22          22           -               -            -           44               -          44 
 
 Total 
  transactions 
  with owners               22          22           -               -        1,659        1,703           (142)       1,561 
 
 At 29 September 
  2019                   5,736       6,911      30,459         (9,469)        7,053       40,690               -      40,690 
 
 

Year ended 29 March 2020

Audited

 
                                                          Attributable to owners of the Company 
                                                              Reverse                    Equity         Non- 
                                               Merger            Acq-                    Share-     Control- 
                        Share       Share      Relief        uisition     Retained      holders         ling       Total 
                      Capital     Premium     Reserve         Reserve     Earnings            '    Interests      Equity 
                      GBP'000     GBP'000     GBP'000         GBP'000      GBP'000        Funds      GBP'000     GBP'000 
                                                                                        GBP'000 
 
 At 31 March 
  2019                  5,714       6,889      30,459         (9,469)        5,025       38,618          125      38,743 
 
 Adjustment 
  on adoption 
  of IFRS 16                -           -           -               -        1,872        1,872            -       1,872 
 
 At 1 April 
  2019                      -           -           -               -        6,897       40,490          125      40,615 
 
 Loss for the 
  year                      -           -           -               -      (1,193)      (1,193)           18     (1,175) 
 
 Total 
  comprehensive 
  income                    -           -           -               -      (1,193)      (1,193)           18     (1,175) 
 
 Transactions with 
  owners: 
 Share based 
  payments                  -           -           -               -          157          157            -         157 
 Deferred tax 
  on share based 
  payments                  -           -           -               -        (253)        (253)            -       (253) 
 Acquisition 
  of 
  non-controlling 
  interests                 -           -           -               -        (485)        (485)        (143)       (628) 
 Exercise of 
  share options            22          22           -               -            -           44            -          44 
 
 Total 
  transactions 
  with owners              22          22           -               -        (581)        (537)        (143)       (680) 
 
 
 At 29 March 
  2020                  5,736       6,911      30,459         (9,469)        5,123       38,760            -      38,760 
 
 
 

The Fulham Shore PLC

Unaudited Consolidated Cash Flow Statement

for the six months ended 27 September 2020

 
                                                       Six months      Six months        Year 
                                                            ended           ended       ended 
                                                     27 September    29 September    29 March 
                                                             2020            2019        2020 
                                                        Unaudited       Unaudited     Audited 
                                            Notes         GBP'000         GBP'000     GBP'000 
 
 Net cash from operating activities          9              6,284           9,356      14,842 
 
 Investing activities 
 Acquisition of property, plant 
  and equipment                                             (554)         (4,615)     (7,214) 
 Acquisition of intangible assets                            (25)            (75)       (145) 
 Acquisition of investments                                     -             (2)        (47) 
 Acquisition of non-controlling 
  interest                                                      -           (642)       (641) 
 
 Net cash flow used in investing 
  activities                                                (579)         (5,334)     (8,047) 
 
 Financing activities 
 Proceeds from issuance of new 
  ordinary shares (net of expenses)                         2,088              44          44 
 Capital received from bank borrowings                      6,750               -       1,000 
 Capital repaid on bank borrowings                              -           (700)       (700) 
 Principal element for lease 
  payments                                                  (238)         (2,180)     (4,332) 
 Interest received                                              1               6          10 
 Interest paid                                            (1,323)         (1,318)     (2,596) 
 
 Net cash used in financing activities                      7,278         (4,148)     (6,574) 
 
 Net increase/(decrease)in cash 
  and cash equivalents                                     12,983           (126)         221 
 
 Cash and cash equivalents at 
  beginning of the period                                   2,056           1,835       1,835 
 
 Cash and cash equivalents at 
  end of period                              7             15,039           1,709       2,056 
 
 

The Fulham Shore PLC

Notes to the Unaudited Interim Financial Information

for the six months ended 27 September 2020

   1.             General information 

The Fulham Shore PLC is a public limited company incorporated and domiciled in England and Wales. The address of the registered office is 1(st) Floor, 50-51 Berwick Street, London, W1F 8SJ, United Kingdom. Copies of this Interim Statement may be obtained from the above address or the investor section of the Group's website at http://www.fulhamshore.com .

   2.             Basis of preparation 

The unaudited interim financial information for the six months ended 27 September 2020 has been prepared under the recognition and measurement principles of International Financial Reporting Standards as adopted by the EU ("IFRS") based on the accounting policies consistent with those used in the financial statements for the period ended 29 March 2020, but does not contain all the information necessary for full compliance with IFRS.

The unaudited interim financial information was approved and authorised for issue by the Board on 18 December 2020.

The unaudited interim financial information for the six months ended 27 September 2020 does not constitute statutory accounts within the meaning of section 434 of the Companies Act 2006 and should be read in conjunction with the statutory accounts for the period ended 29 March 2020. The information for the year ended 29 March 2020 has been extracted from the statutory accounts for that year which have been delivered to the Registrar of Companies. The audit report on these statutory accounts was unqualified, did not contain an emphasis of matter paragraph, and did not contain a statement under sections 498(2)-(3) of the Companies Act 2006.

The interim financial statements are presented in Pounds Sterling because that is the currency of the primary economic environment in which the company operates. All values are rounded to the nearest one thousand Pounds (GBP'000) except when otherwise indicated.

Changes in accounting policies and disclosures:

There were no changes in accounting policies and disclosures during the period.

   3.             Segment information 

For management purposes, the Group was organised into two operating divisions during the 6 months ended 27 September 2020. These divisions, The Real Greek and Franco Manca, are the basis on which the Group reports its primary segment information as identified by the chief operating decision maker which is the Group's board of directors.

For the six months ended 27 September 2020 (Unaudited)

 
                                  The Real     Franco 
                                     Greek      Manca           Other 
                                   segment    segment     unallocated       Total 
                                   GBP'000    GBP'000         GBP'000     GBP'000 
 
 External revenue                    5,080     14,599             190      19,869 
 
 Headline EBITDA*                      789      3,380           (459)       3,710 
 Depreciation and amortisation     (1,520)    (3,989)            (14)     (5,523) 
 
 Headline operating loss             (731)      (609)           (473)     (1,813) 
 
 Pre-opening costs                    (49)      (483)               -       (532) 
 
 
 Operating loss                      (873)    (1,653)           (479)     (3,005) 
 Finance income                          -          -               1           1 
 Finance costs                       (347)      (781)           (195)     (1,323) 
 
 Segment loss before 
  taxation                         (1,220)    (2,434)           (673)     (4,327) 
 Income tax credit                                                            389 
 
 Loss for the period                                                      (3,938) 
 
 
 Assets                             34,946    103,782           7,031     145,759 
 Liabilities                      (26,762)   (61,122)        (20,843)   (108,727) 
 
 Net assets                          8,184     42,660        (13,812)      37,032 
 
 
 Capital expenditure 
  excluding right of use 
  assets                                23        531               -         554 
 
 

For the six months ended 29 September 2019 (Unaudited)

 
                                     The Real     Franco 
                                        Greek      Manca           Other 
                                      segment    segment     unallocated       Total 
                                      GBP'000    GBP'000         GBP'000     GBP'000 
 
 External revenue                      10,951     25,083               -      36,034 
 
 Headline EBITDA*                       2,245      6,791           (606)       8,430 
 Depreciation and amortisation        (1,429)    (3,891)            (16)     (5,336) 
 
 Headline operating profit/(loss)         816      2,900           (622)       3,094 
 
 Pre-opening costs                       (49)      (483)               -       (532) 
 
 
 Operating profit/(loss)                  733      1,956           (634)       2,055 
 Finance income                             1          5               -           6 
 Finance costs                          (371)      (786)           (161)     (1,318) 
 
 Segment profit/(loss) 
  before taxation                         363      1,175           (795)         743 
 Income tax expense                                                            (357) 
 
 Profit for the period                                                           386 
 
 
 Assets                                34,792    103,193             687     138,672 
 Liabilities                         (26,722)   (59,154)        (12,106)    (97,982) 
 
 Net assets                             8,070     44,039        (11,419)      40,690 
 
 
 Capital expenditure 
  excluding right of use 
  assets                                  461      4,149               5       4,615 
 
 

For the year ended 29 March 2020 (Audited)

 
                                     The Real     Franco 
                                        Greek      Manca           Other 
                                      segment    segment     unallocated       Total 
                                      GBP'000    GBP'000         GBP'000     GBP'000 
 
 Revenue from external 
  customers                            20,004     48,525              36      68,565 
 
 Headline EBITDA*                       3,655     12,229           (690)      15,194 
 Depreciation and amortisation        (2,898)    (7,828)            (31)    (10,757) 
 
 Headline operating profit/(loss)         757      4,401           (721)       4,437 
 
 Pre-opening costs                      (120)      (563)               -       (683) 
 Change in fair value 
  of investments                            -      (248)               -       (248) 
 
 
 Operating profit/(loss)                  275      2,292           (735)       1,832 
 Finance income                             4          6               -          10 
 Finance costs                          (724)    (1,564)           (308)     (2,596) 
 
 Segment profit/(loss) 
  before taxation                       (445)        743         (1,043)       (754) 
 Income tax expense                                                            (421) 
 
 Loss for the year from 
  continuing operations                                                      (1,175) 
 
 
 Assets                                32,712     98,972           1,333     133,017 
 Liabilities                         (25,254)   (55,982)        (12,021)    (94,257) 
 
 Net assets                             7,458     42,990        (10,688)      38,760 
 
 
 Capital expenditure 
  excluding right of use 
  assets                                1,650      5,555               9       7,214 
 
 

In addition to the revenues generated from external customers, The Real Greek segment also generated internal revenues from another segment to the value of GBP643,000 (2019: GBP1,250.000).

Head office and PLC costs are not related to the Group's two business segments and are therefore included in other unallocated and are not part of a business segment.

The Group's two business segments primarily operate in one geographical area which is the United Kingdom.

*Headline EBITDA is a key measure for the Group as well as industry analysts as it is indicative of ongoing EBITDA generation of the businesses. Headline EBITDA is defined as EBITDA before share based payments and pre-opening costs, where EBITDA is defined as operating profit before depreciation and amortisation, amortisation of brand, impairment of property, plant and equipment, impairment of goodwill and intangible assets, impairment and changes in fair value of investments, temporary closure costs and associated grants received relating to COVID-19, restructuring costs, costs of reverse acquisition, cost of acquisition and loss on disposal of property, plant and equipment.

 
                                             Six months      Six months        Year 
                                                  ended           ended       ended 
                                           20 September    29 September    29 March 
                                                   2020            2019        2020 
                                              Unaudited       Unaudited     Audited 
                                                GBP'000         GBP'000     GBP'000 
 
 (Loss)/profit before taxation                  (4,327)             743       (754) 
 Finance costs                                    1,323           1,318       2,596 
 Finance income                                     (1)             (6)        (10) 
 
 Operating (loss)/profit                        (3,005)           2,055       1,832 
 
 Depreciation and amortisation                    5,523           5,336      10,757 
 Amortisation of brand                              411             411         821 
 Exceptional costs: 
  - impairment of property, plant 
  and equipment                                     461               -         260 
 - change in fair value of investments                -               -         248 
 - cost of acquisition                                -              14           3 
 - COVID-19 costs                                 4,550               -         718 
 - COVID-19 grants received 
  against costs                                 (4,366)               -       (285) 
 
 EBITDA                                           3,574           7,816      14,354 
 
 Share based payments                                75              82         157 
 Pre-opening costs                                   61             532         683 
 
 Headline EBITDA                                  3,710           8,430      15,194 
 
 Rent                                           (3,691)         (3,408)     (6,909) 
 
 Headline EBITDA (under IAS17)                       19           5,022       8,285 
 
 
   4.             Finance costs 
 
                                       Six months      Six months        Year 
                                            ended           ended       ended 
                                     27 September    29 September    29 March 
                                             2020            2019        2020 
                                        Unaudited       Unaudited     Audited 
                                          GBP'000         GBP'000     GBP'000 
 
 Interest expenses on bank loans 
  and overdrafts                              196             162         309 
 Interest on lease liabilities 
  recognised under IFRS16                   1,127           1,156       2,287 
 
                                            1,323           1,318       2,596 
 
 
   5.             Income Tax Expense 
 
                                             Six months      Six months        Year 
                                                  ended           ended       ended 
                                           27 September    29 September    29 March 
                                                   2020            2019        2020 
                                              Unaudited       Unaudited     Audited 
                                                GBP'000         GBP'000     GBP'000 
 
 Income tax expense on continuing 
  operations 
 Based on the result for the 
  period: 
 UK Corporation tax at 19% (2019: 
  19%)                                                -             431         446 
 Adjustment in respect of prior 
  periods                                             -               -        (28) 
 
 Total current tax                                    -             431         418 
 
 Deferred taxation: 
 Current year                                     (389)            (74)           3 
 
 Total deferred tax                               (389)            (74)           3 
 
 Total taxation (credit)/expense 
  on profit from continuing operations            (389)             357         421 
 
 
 The above is disclosed as: 
 Income tax (credit)/expense 
  - current year                                  (389)             357         421 
 
                                                  (389)             357         421 
 
 
   6.             Earnings per share 
 
                                              Six months      Six months        Year 
                                                   ended           ended       ended 
                                            27 September    29 September    29 March 
                                                    2020            2019        2020 
                                               Unaudited       Unaudited     Audited 
                                                 GBP'000         GBP'000     GBP'000 
 
 (Loss)/profit for the purposes 
  of basic and diluted earnings 
  per share (continuing operations):             (3,938)             369     (1,193) 
 
 Share based payments                                 75              82         157 
 Deferred tax on share based 
  payments                                          (11)            (18)          39 
 Pre-opening costs                                    61             532         683 
 Amortisation of brand                               411             411         821 
 Deferred tax on amortisation 
  of brand                                          (68)            (68)       (137) 
 Exceptional costs 
  - change in fair value of investments                -               -         248 
 - impairment of property, plant 
  and equipment                                      461               -         260 
 - cost of acquisition                                 -              14           3 
 - COVID-19 costs (net)                              184               -         433 
 
 Headline (loss)/profit for the 
  period for the purposes of Headline 
  basic and diluted earnings per 
  share                                          (2,825)           1,322       1,314 
 
 
 
                                            Six months      Six months        Year 
                                                 ended           ended       ended 
                                          27 September    29 September    29 March 
                                                  2020            2019        2020 
                                             Unaudited       Unaudited     Audited 
                                              No. '000        No. '000    No. '000 
 
 Weighted average number of ordinary 
  shares in issue for the purposes 
  of basic earnings per share                  581,175         572,150     572,885 
 Effect of dilutive potential 
  ordinary shares: 
  - Share options                                    -          13,529       1,030 
 
 Weighted average number of shares 
  for the purpose of diluted earnings 
  per share                                    581,175         585,679     573,915 
 
 

As the Group reported a loss for the period ended 27 September 2020, under IAS33, the share options in issue during the period are not considered dilutive and basic and diluted earnings per share are, therefore, the same.

 
                                  Six months      Six months        Year 
                                       ended           ended       ended 
                                27 September    29 September    29 March 
                                        2020            2019        2020 
                                   Unaudited       Unaudited     Audited 
 Earnings per share: 
 Basic earnings per share             (0.7p)            0.1p      (0.2p) 
 Diluted earnings per share           (0.7p)            0.1p      (0.2p) 
 
 
 Headline basic                       (0.5p)            0.2p        0.2p 
 Headline diluted                     (0.5p)            0.2p        0.2p 
 
 
   7.             Cash and cash equivalents 
 
                                     As at           As at       As at 
                              27 September    29 September    29 March 
                                      2020            2019        2020 
                                 Unaudited       Unaudited     Audited 
                                   GBP'000         GBP'000     GBP'000 
 
 Cash at bank and in hand           15,039           1,709       2,056 
 
 

Bank balances comprise cash held by the Group on a short term basis with maturity of three months or less. The carrying amount of these assets approximates their fair value.

   8.             Borrowings 
 
                                   As at           As at       As at 
                            27 September    29 September    29 March 
                                    2020            2019        2020 
                               Unaudited       Unaudited     Audited 
                                 GBP'000         GBP'000     GBP'000 
 
 Short term borrowings: 
 Bank loans                        1,480               -           - 
 Lease liabilities                 7,429           5,215       5,163 
 
                                   8,909           5,215       5,163 
 
 Long term borrowings: 
  Bank loans                      16,810          10,540      11,540 
 Lease liabilities                62,502          64,421      63,051 
 
                                  79,312          74,961      74,591 
 
                                  88,221          80,176      79,754 
 
 

As at 27 September 2020, the Group's committed Sterling borrowing facilities comprised a revolving credit facility of GBP14,250,000, expiring within 2 years, a Coronavirus Large Business Interruption Loan facility ("CLBIL") of GBP10,750,000, expiring within 3 years and a bank overdraft facility of GBP750,000 repayable on demand, all of which are secured by a mortgage debenture in favour of HSBC Bank PLC representing fixed or floating charges over the assets of the Group. As at 27 September 2020, the Group had GBP7,460,000 undrawn headroom across its banking facilities.

   9.             Reconciliation of net cash flows from operating activities 
 
                                           Six months      Six months        Year 
                                                ended           ended       ended 
                                         27 September    29 September    29 March 
                                                 2020            2019        2020 
                                            Unaudited       Unaudited     Audited 
                                              GBP'000         GBP'000     GBP'000 
 
 (Loss)/profit for the period                 (3,938)             386     (1,175) 
 
 Adjustments: 
 Income tax (credit)/expense                    (389)             357         421 
 
 (Loss)/profit before tax for 
  the period                                  (4,327)             743       (754) 
 Finance income                                   (1)             (6)        (10) 
 Finance costs                                  1,323           1,318       2,596 
 
 Operating (loss)/profit for 
  the period                                  (3,005)           2,055       1,832 
 Depreciation and amortisation                  5,934           5,746      11,577 
 Cost of acquisition                                -              14          14 
 Impairment of property, plant 
  and equipment                                   461               -         263 
 Change in fair value of investments                -               -         245 
 Loss on disposal of property, 
  plant and equipment                               -               -          23 
 Share based payments expense                      75              82         157 
 
 Operating cash flows before 
  movement in working capital                   3,465           7,897      14,111 
 Increase in inventories                        (107)           (168)       (142) 
 Increase in trade and other 
  receivables                                 (3,198)         (2,806)        (59) 
 Increase in trade and other 
  payables                                      6,124           4,483       1,307 
 
 Cash generated from operations                 6,284           9,406      15,217 
 Income taxes paid                                  -            (50)       (375) 
 
 Net cash from operating activities             6,284           9,356      14,842 
 
 

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