TIDMFUL
RNS Number : 7782K
Fulham Shore PLC (The)
12 July 2017
The Fulham Shore plc
("Fulham Shore", the "Company" or "Group")
Final Results
The Directors of Fulham Shore are pleased to announce the
Company's audited results for the year ended 26 March 2017.
Highlights
-- Revenues for the year ended 26 March 2017 of GBP41,274,000 (2016: GBP29,251,000)
-- Headline EBITDA for the year ended 26 March 2017 of GBP7,118,000 (2016: GBP5,232,000)
-- Headline Operating Profit for the year ended 26 March 2017 of
GBP4,670,000 (2016: GBP3,280,000)
-- Operating Profit for the year ended 26 March 2017 of GBP1,278,000 (2016: GBP507,000)
-- Profit after taxation for the year ended 26 March 2017 of GBP969,000 (2016: GBP76,000)
-- Net debt as at 26 March 2017 of GBP5,909,000 (27 March 2016: GBP3,283,000)
-- Opened 13 new Franco Manca pizzeria and 3 new The Real Greek
during the year ended 26 March 2017 (2016: 7 Franco Manca pizzeria
and 1 The Real Greek)
-- Launched click and collect takeaway service in both Franco Manca and The Real Greek
-- Since the year end:
o the opening of a further 6 Franco Manca restaurants in the
UK;
o the opening of the first franchised Franco Manca pizzeria in
Salina; and
o the opening of a further 2 The Real Greek restaurants.
Contact:
The Fulham Shore plc Telephone: 07836 346 934
David Page www.fulhamshore.com
Allenby Capital Limited Telephone: 020 3328 5656
Nick Naylor / Jeremy Porter
/ James Reeve
Hudson Sandler - Financial fulhamshore@hudsonsandler.com
PR
Alex Brennan / Lucy Wollam Telephone: 020 7796 4133
THE FULHAM SHORE PLC
CHAIRMAN'S STATEMENT
Introduction
Fulham Shore delivered a continued strong performance in the
financial year ended 26 March 2017 with further growth across both
of the Group's key brands. As a result, we are pleased to report a
41.1% increase in revenue to GBP41.3m, a 36.0% increase in Headline
EBITDA to GBP7.1m and a 170.4% increase in profit before taxation
to GBP1.1m.
We see the financial success of this year as a sound base upon
which to build the expansion of Franco Manca, The Real Greek and
the Group over the coming years.
Strategic vision and progress
Fulham Shore was established in 2012 to discover, develop and
expand one or more restaurant concepts with significant growth
potential in the dynamic UK dining out market.
To date we have identified and are developing two great
restaurant brands. The first is Franco Manca, which was started in
Brixton, London in 2009 by Giuseppe Mascoli. This brand has
experienced strong growth since it was acquired by the Group in
2015 and we are now expanding outside London by opening and looking
for new sites in cities such as Bristol, Oxford, Cambridge and
Edinburgh.
The second brand that has great prospects is The Real Greek. As
we expand outside London, these new The Real Greek restaurants are
performing as well if not better than a number of their London
siblings.
Both of these brands are very popular with customers and their
food receives critical and social media acclaim. Both brands have
scalable business models that combine great quality, high volumes
and good value price points (typically GBP9 to GBP15 per head).
The Group's strategy is aimed at the long-term development of
these brands and, by achieving their nationwide potential, we aim
to deliver long term, sustainable returns for our shareholders.
The UK restaurant market
I have been in the restaurant industry since 1976 and, during
that time, the UK 'eating out-of-home' market has grown and
continues to grow significantly. Nabil Mankarious, our Managing
Director, has been operating UK restaurants since 1986, so we have
both witnessed the expansion of the 'eating out-of-home' market and
the UK restaurant industry.
Recent years have seen unprecedented amounts of capital invested
in the UK restaurant sector and, in recent months, more restaurant
space has appeared on the market than for many a year. This is
largely a function of larger businesses trying to sell poor
performing locations, newly created developments and administrators
selling sites for broken companies.
Restaurant supply and demand often have a fractious relationship
and, however quickly demand for eating out grows, there will always
be a risk that restaurant supply may sometimes grow faster, either
nationally or locally. In addition, we are entering a difficult
forecasting period due to Brexit. Against this backdrop, some
restaurant businesses will make the grade and others will not. We
believe that operators with "me-too" offerings, over-rented sites,
tails of unprofitable sites, dated menus, too much debt, poor
concepts and unincentivised staff (or all of the above) will
struggle.
However, I am confident that Fulham Shore is well placed as a
dynamic operator with strong brands and a good portfolio of sites.
We believe that our businesses have significant growth potential
across the UK underpinned, first and foremost, by the quality and
value of their customer offerings. As a result, and despite the
challenging backdrop, we are confident that the Group will continue
to perform well in the fast-growing casual dining market.
Franco Manca - growth
Since acquiring Franco Manca in 2015, we have more than trebled
the number of our pizzeria in the UK from 12 to 38 (32 at the
year-end). This has resulted in growing to serving over 60,000
pizzas per week, up from 25,000 just over two years ago.
Core to the success and appeal of the Franco Manca brand is its
continued emphasis on ingredients with proven provenance. We
continue to source from the best UK and Italian producers and
purchasing organic ingredients wherever possible. It is more
important than ever to know your suppliers personally in these
uncertain times and we pride ourselves on such relationships.
Franco Manca further strengthened its ties with Italy by joining
its founder, Giuseppe Mascoli, in opening a seasonal Franco Manca
pizzeria by the sea, located on the island of Salina, north of
Sicily, since the year end.
Franco Manca's growth to date has primarily been in London where
we have focused on establishing the positive reputation of this
young brand's business. We have been building Franco Manca's
awareness by expanding in London 'villages' (e.g. in Richmond,
Hackney and Bermondsey) but we also opened new restaurants in close
proximity to established Franco Manca pizzeria, thereby
strengthening the brand and giving customers their own local Franco
Manca. Whilst this can have a near term impact on sales in the
original pizzeria, we are confident that the increased brand
recognition and the business the new restaurants generate will
benefit overall sales in the longer term.
We know from past experience that sales at the original pizzeria
gravitate back to original levels after a period of time and this
is demonstrated by the continued strong performances of the 12
Franco Manca pizzeria that the Group originally acquired in
2015.
In London, where the quality of our sourdough pizzas and great
value prices are well known, our new pizzeria are busy straight
away. However, as we open in other towns and cities throughout the
UK, we expect that sales are more likely to build to capacity over
the first three or four years of each restaurant's life as the
Franco Manca brand becomes better known regionally.
We are encouraged by our expansion outside of London so far, in
particular the openings in central Brighton and Reading, which are
serving more customers per week than our average London pizzeria.
This gives us confidence that the Franco Manca concept will
continue to grow and flourish outside of the capital.
The Real Greek - growth
The Real Greek has delivered steady growth over recent years,
generating good profits to support both its own expansion and that
of the Group. The Real Greek presents an exciting opportunity for
Fulham Shore as it shapes and defines the market for Greek food: it
has little direct competition, serving delicious, good value
sharing dishes and enjoying a very loyal customer base.
The brand's good performance and the availability of good sites
encouraged us to open three new restaurants in the last year
(including our first, smaller, Greek on the Street concept) which
was more than we had originally planned. As a result, as at the
year-end we operated 12 The Real Greek restaurants, with a further
two opening since the year end, taking the total to 14.
During the year, we opened The Real Greek in three towns outside
of London in Southampton, Bournemouth and Reading. We are
encouraged by their performances so far. Our recent opening in
Bournemouth, combining a great location, a beautiful restaurant
with a large outside terrace and all a short walk from the sea,
deserves special mention as it recorded an exceptional 3,000
customers in its first week.
On-line
We continue to see growth in the sales of take out, delivery and
ordering on-line. Both The Real Greek and Franco Manca offer these
services to our customers. 'Click and collect', where customers
order on-line and then collect their order themselves from the
restaurant, is proving particularly popular at the moment.
Investment
We continue to invest in our central functions, teams and
infrastructure to support the long term growth potential of the
Group. We will continue to add to the Franco Manca support team
structure and, as we approach and pass 50 pizzeria, we are
increasing the use of central commissaries to bring further
efficiencies to the business and consistency.
We have seen excellent results from our new The Real Greek
openings and we are looking to step up our opening programme from
March 2019 onwards. We will, as we have at Franco Manca, bolster
The Real Greek's central team over the next 18 months to support
this increased pace of growth.
People and team
One of the Group's greatest attributes is our fantastic team of
people across the business who bring amazing passion, skill and
personality to our brands. I would like to thank each of my
colleagues for their hard work during the year.
At every stage of the Group's development we have encouraged
employees at all levels, from Directors to restaurant staff, to
participate as shareholders by gifting shares and granting share
options. We feel this employee ownership approach is crucial to
supporting and developing a strong culture that is at the heart of
a growing and successful restaurant business.
Current trading and outlook
Both Franco Manca and The Real Greek have performed well over
the last year. We believe we will see this continuing, underpinned
by great ambience, food quality and value of their customer
offerings. We will be reviewing the progress of our third business,
which is a single franchise of the Bukowski Grill brand in Soho,
over the next few months.
We believe that both of our key brands have significant further
growth potential. We have a pipeline of locations where we would
like to open either or both The Real Greek and/or a Franco Manca.
We anticipate opening approximately 15 new locations in the current
financial year.
However, much of this will depend on our ability to secure sites
that meet our return on capital criteria. This is critical to our
success and we will not open new sites just to chase expansion
numbers. We believe it is far better to wait for the right sites at
the right rents than to chase short term targets.
Trading during the current financial year has so far remained in
line with our expectations. However, there are many uncertainties
out there: another General Election would be unhelpful, terrorist
incidents have always reduced London public confidence (and
therefore restaurant visits) and the long-term Brexit impact is
unknown; it is, however, already affecting the availability of
skilled European restaurant staff. In addition, food costs are
currently on the increase and there is some evidence of reducing
consumer expenditure.
Despite this, the UK dining out market continues to grow and as
a nimble and agile operator with great restaurant brands we are
confident of another year of good progress.
THE FULHAM SHORE PLC
FINANCIAL REVIEW
Fulham Shore performed strongly in the year ended 26 March 2017,
summarised in the table below:
Year Year
ended ended
26 March 27 March
2017 2016 Change
GBPm GBPm %
Revenue 41.3 29.2 +41.1%
Headline EBITDA 7.1 5.2 +36.0%
Headline operating profit 4.7 3.3 +42.4%
Operating profit 1.3 0.5 +152.7%
Profit before taxation 1.1 0.4 +170.4%
Profit for the year 1.0 0.1
Diluted earnings per share 0.2p 0.0p
Headline diluted earnings per share 0.7p 0.4p +50.8%
Cash flow from operating activities 10.3 3.7 176.3%
Development capital expenditure 12.4 7.1 +75.5%
Net Debt 5.9 3.3 +80.0%
Number of restaurants operated No. No.
Franco Manca 32 19 +68.4%
The Real Greek 12 9 +33.3%
Bukowski 1 1 -
45 29 +55.2%
Total Group revenue grew by 41.1%, driven mainly by new openings
within the UK during the year. We opened 3 The Real Greek and 13
Franco Manca pizzeria, taking the total restaurants operated by the
Group to 45 (2016: 29) at year end.
Group Headline EBITDA for the year was GBP7.1m, an increase of
36.0% on the prior year while operating profit grew 152.7% to
GBP1.3m. During the year, the Group invested in a broader
management team in Franco Manca to support the opening program.
With our new openings, we have invested over GBP1.9m (2016:
GBP0.9m) in pre-opening costs.
Group operating profit for the year was GBP1.3m, up from
GBP0.5m. Finance costs have increased 53.4% to GBP0.1m as the Group
drew down on its revolving credit facilities to support the
increased opening program for both Franco Manca and The Real
Greek.
The Group's tax rate has reduced significantly to 15.3% of
profit before tax due to our work on capital allowances on the
capital expenditure over the past two years. This is expected to
return to normal levels in the coming year.
Our diluted earnings per share has increased from 0.0p to 0.2p
while Headline diluted earnings per share has increased by 50.8% to
0.7p.
Cost Inflation
During the year, the weakness of Sterling against the Euro and
the US Dollar following the Brexit vote, has put pressure on food
cost inflation. Where possible we have benefited from additional
volume discounts due to our significant opening program which has
helped to mitigate some of the cost pressures.
We also saw the implementation of the government's National
Living Wage for over 25 year old employees at the beginning of the
financial year. However all our businesses have chosen to treat all
staff members the same irrespective of age.
Our other two material cost items are rent and utility costs.
Rental inflation continues to increase modestly. Utility cost
inflation continues to be volatile as wholesale cost of energy has
been impacted by the movement of sterling and global economic
adjustments.
Cash flows and balance sheets
The Group's cash flow from operating activities has grown 176.3%
to GBP10.3m (2016: GBP3.7m).
We invested GBP12.4m (2016: GBP7.1m) in development capital
including investment in IT systems to deliver the online Click and
Collect takeaway service in both Franco Manca and The Real
Greek.
Resultant net debt from our activities at 26 March 2017 was
GBP5.9m (2016: GBP3.3m).
At the year end, we took advantage of short term supplier
trading credit facilities as we had several restaurants in build
around year end. These are expected to reverse in the coming
year.
Financing
Following our year end, the Group has secured an amended
revolving credit facility with our bankers, HSBC Bank PLC,
increasing the facilities to GBP14.25m and extending for a term of
four years. At the same time our overdraft facilities were
increased to GBP0.75m. The new facilities are on similar terms as
our previous facilities and, alongside internally generated cash
flow, will support our existing planned opening programme for the
next three years.
People
During the year, the Group's operations were entirely within the
UK. With our opening program, the Group created over 350 new jobs
during the year. We continue to invest in our staff through
training, incentives and personal development.
Principal risks and uncertainties
The Directors consider the following to be the principal risks
faced by the Group:
Economic conditions
The Group's performance depends to a large degree on the
economic conditions and consumer confidence in the UK. Over recent
months, the UK economy has seen reducing levels of unemployment but
weaker consumer spending. However, there continue to be rapid
changes to the UK economy, with the result of the EU Referendum
creating considerable political and economic uncertainty. The
Group's existing restaurants offer an exceptional customer value
experience which the Directors believe positions the business well
in dealing with continued volatility in the UK economy.
Development programme
The Group's development programme is dependent on securing the
requisite number of new properties. The UK restaurant property
market is competitive. To mitigate these issues, the Group has an
experienced property team concentrating on securing new sites for
the Group.
Supply chain
The Group focuses on the freshness and quality of the produce
used in its restaurants. It is exposed to potential supply chain
disruptions due to the delay or losses of inventory in transit. The
Group seeks to mitigate this risk through effective supplier
selection and an appropriate back-up supply chain.
Employees
The Group's performance depends largely on its management team
and its restaurant teams. The inability to recruit people with the
right experience and skills could adversely affect the Group's
results. The result of the EU Referendum has created considerable
uncertainty of immigration status of EU nationals. To mitigate
these issues the Group has invested in its human resources teams
and has implemented a number of incentive schemes designed to
retain key individuals.
Competition
The Group operates in a competitive and fragmented market which
regularly sees new concepts come to the market. However, the
Directors believe that the strength of the existing restaurant
brands, value offer and constant strive towards delivering the best
product and service will help the business to mitigate competitive
risk.
Investment programme
The Group's investment programme is dependent on securing
suitable acquisition targets.
Cyber security
The Group has introduced online click and collect service during
the year which relies on online systems that may experience cyber
security failure leading to loss of revenue or reputation loss. The
Group utilises robust supplier selection processes and third party
reviews and testing on a regular basis to identify weaknesses and
improve on existing protection and processes.
Risks are formally reviewed by the Board and appropriate
processes put in place to monitor and mitigate them.
Financial risk management
The Board regularly reviews the financial requirements of the
Group and the risks associated therewith. The Group does not use
complicated financial instruments, and where financial instruments
are used it is for reducing interest rate risk. The Group does not
trade in financial instruments. Group operations are primarily
financed from equity funds raised, bank borrowings and retained
earnings. In addition to the financial instruments described above,
the Group also has other financial instruments such as receivables,
trade payables and accruals that arise directly from the Group's
operations. Further information is provided in note 15 to the
financial statements.
Key performance indicators
The Board receives a range of management information delivered
in a timely fashion. The principal measures of progress, both
financial and non-financial, that are reviewed on a regular basis
to monitor the development of the Company and the Group are shown
in the table at the beginning of this section.
THE FULHAM SHORE PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the year ended 26 March 2017
Year Year
ended ended
26 March 27 March
2017 2016
Notes GBP'000 GBP'000
Revenue 1 41,274 29,251
Cost of sales (23,182) (15,970)
Gross profit 18,092 13,281
Administrative expenses (13,422) (10,001)
Headline operating profit 4,670 3,280
Share based payments (631) (639)
Pre-opening costs (1,914) (908)
Amortisation of brand (821) (821)
Exceptional costs - cost of acquisition 23 (26) (405)
Operating profit 2 1,278 507
Finance income 1 4
Finance costs 4 (135) (88)
Profit before taxation 1,144 423
Income tax expense 5 (175) (347)
Profit for the year 969 76
Profit for the period attributable to:
Owners of the company 947 56
Non-controlling interests 22 20
969 76
Profit per share
Basic 6 0.2p 0.0p
Diluted 6 0.2p 0.0p
Headline Basic 6 0.7p 0.5p
Headline Diluted 6 0.7p 0.4p
There were no other comprehensive income items.
All operating gains and losses relate to continuing
activities.
THE FULHAM SHORE PLC
CONSOLIDATED AND COMPANY BALANCE SHEETS
26 March 2017
Group Parent company
Notes 26 March 27 March 26 March 27 March
2017 2016 2017 2016
GBP'000 GBP'000 GBP'000 GBP'000
Non-current assets
Intangible assets 7 27,374 28,135 - -
Property, plant and equipment 8 27,306 16,733 227 11
Investments in subsidiaries 9 - - 43,011 42,579
Trade and other receivables 11 947 934 7,974 4,324
Deferred tax assets 16 1,406 894 1,238 825
57,033 46,696 52,450 47,739
Current assets
Inventories 10 1,052 687 - -
Trade and other receivables 11 2,602 1,448 184 119
Cash and cash equivalents 12 271 197 - -
3,925 2,332 184 119
Total assets 60,958 49,028 52,634 47,858
Current liabilities
Trade and other payables 13 (13,332) (6,165) (1,011) (732)
Income tax payable (533) (630) - -
Borrowings 14 (180) (570) (12) (200)
(14,045) (7,365) (1,023) (932)
Net current liabilities (10,120) (5,033) (839) (813)
Non-current liabilities
Borrowings 14 (6,000) (2,910) (8,190) (4,003)
Deferred tax liabilities 16 (2,265) (2,057) - -
(8,265) (4,967) (8,190) (4,003)
Total liabilities (22,310) (12,332) (9,213) (4,935)
Net assets 38,648 36,696 43,421 42,923
Equity
Share capital 17 5,714 5,692 5,714 5,692
Share premium 6,889 6,866 6,889 6,866
Merger relief reserve 30,459 30,459 30,459 30,459
Reverse acquisition reserve (9,469) (9,469) - -
Retained earnings 4,963 3,078 359 (94)
Equity attributable to owners
of the company 38,556 36,626 43,421 42,923
Non-controlling interest 92 70 - -
Total Equity 38,648 36,696 43,421 42,923
The loss for the financial year dealt with in the financial
statements of the Company is GBP436,000 (2016: GBP694,000).
THE FULHAM SHORE PLC
CONSOLIDATED STATEMENT OF CHANGE IN EQUITY
for the year ended 26 March 2017
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 29 March
2015 3,325 2,650 11,113 (9,469) 1,840 9,459 22 9,481
Profit for
the period - - - - 56 56 20 76
Total comprehensive
income - - - - 56 56 20 76
Transactions with
owners
Ordinary shares
issued (net
of expenses) 2,367 4,216 19,346 - - 25,929 - 25,929
Share based
payments - - - - 639 639 - 639
Deferred tax
on share based
payments - - - - 543 543 - 543
Non-controlling
interests
adjustment - - - - - - 28 28
Total transactions
with owners 2,367 4,216 19,346 - 1,182 27,111 28 27,139
At 27 March
2016 5,692 6,866 30,459 (9,469) 3,078 36,626 70 36,696
Profit for
the period - - - - 947 947 22 969
Total comprehensive
income - - - - 947 947 22 969
Transactions with
owners
Ordinary shares
issued (net
of expenses) 22 23 - - - 45 - 45
Share based
payments - - - - 631 631 - 631
Deferred tax
on share based
payments - - - - 307 307 - 307
Total transactions
with owners 22 23 - - 938 983 - 983
At 26 March
2017 5,714 6,889 30,459 (9,469) 4,963 38,556 92 38,648
THE FULHAM SHORE PLC
COMPANY STATEMENT OF CHANGE IN EQUITY
for the year ended 26 March 2017
Merger
Share Share Relief Retained Total
Capital Premium Reserve Earnings Equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
At 29 March 2015 3,325 2,650 11,113 (556) 16,532
Loss for the year - - - (694) (694)
Total comprehensive income
for the year - - - (694) (694)
Transactions with owners
Ordinary shares issued (net
of expenses) 2,367 4,216 19,346 - 25,929
Share based payments - - - 639 639
Deferred tax on share based
payments - - - 517 517
Total transactions with owners 2,367 4,216 19,346 1,156 27,085
At 27 March 2016 5,692 6,866 30,459 (94) 42,923
Loss for the year - - - (436) (436)
Total comprehensive income
for the year - - - (436) (436)
Transactions with owners
Ordinary shares issued (net
of expenses) 22 23 - - 45
Share based payments - - - 631 631
Deferred tax on share based
payments - - - 258 258
Total transactions with owners 22 23 - 889 934
At 26 March 2017 5,714 6,889 30,459 359 43,421
THE FULHAM SHORE PLC
CONSOLIDATED AND COMPANY CASH FLOW STATEMENT
for the year ended 26 March 2017
Group Parent
Notes Year Year Year Year
ended ended ended ended
26 March 27 March 26 March 27 March
2017 2016 2017 2016
GBP'000 GBP'000 GBP'000 GBP'000
Net cash flow from/(used in)
operating activities 19 10,273 3,718 (209) 56
Investing activities
Acquisition of property, plant
and equipment (12,358) (7,085) (236) (3)
Acquisition of intangible (76) - - -
assets
Cash flow from acquisition
of subsidiaries 19 (376) (6,249) - (6,589)
Loan to subsidiary undertakings - - (2,553) (1,244)
Net cash flow used in investing
activities (12,810) (13,334) (2,789) (7,836)
Financing activities
Proceeds from issuance of
new ordinary shares (net of
expenses) 45 4,648 45 4,648
Repayments of bank borrowings - (2,120) - -
Capital received from bank
borrowings 3,090 2,910 3,090 2,910
Interest received 1 4 261 1
Interest paid (135) (88) (210) (77)
Net cash flow from financing
activities 3,001 5,354 3,186 7,482
Net increase/(decrease) in
cash and cash equivalents 464 (4,262) 188 (298)
Cash and cash equivalents
at the beginning of the period 12 (373) 3,889 (200) 98
Cash and cash equivalents
at the end of the period 12 91 (373) (12) (200)
THE FULHAM SHORE PLC
ACCOUNTING POLICIES
GENERAL INFORMATION
The Fulham Shore PLC is a public limited company incorporated
and domiciled in England and Wales with registration number
07973930 and registered office at 1(st) Floor, 50-51 Berwick
Street, London, W1F 8SJ, United Kindom. The Company's ordinary
shares are traded on the AIM Market.
BASIS OF PREPARATION
The above audited financial information does not constitute
statutory financial statements as defined in section 434 of the
Companies Act 2006. The above figures for the period ended 26 March
2017 have been extracted from the Group's financial statements
which have been reported on by the Group's auditors and received an
audit opinion which was unqualified. The Group's statutory
financial statements for the year ended 27 March 2016 have been
lodged with the Registrar of Companies. These financial statements
received an audit report which was unqualified and did not include
any reference to matters to which the auditors drew attention by
way of emphasis without qualifying their report or a statement
under section 498(2) or section 498(3) of the Companies Act 2006.
These financial statements will be dispatched to the shareholders
and filed with the Registrar of Companies. The preliminary
announcement was approved by the Board and authorised for issue on
11 July 2017.
The financial statements have been prepared under the historical
cost convention and, as permitted by EU Law, the Financial
Statements have been prepared and approved by the Directors in
accordance with International Financial Reporting Standards as
adopted by the EU ("IFRS").
The financial statements for the year ended 26 March 2017 are
presented in Sterling because that is the primary currency of the
primary economic environment in which the Group operates. All
values are rounded to the nearest thousand pounds (GBP'000) except
when otherwise indicated.
The parent company has not presented its own income statement,
statement of total comprehensive income and related notes as
permitted by section 408 of the Companies Act 2006.
At the date of authorisation of these financial statements, the
following Standards and Interpretations relevant to the Group
operations that have not been applied in these financial statements
were in issue but not yet effective:
IFRS 2 (Amendment) Classification and Measurement of Share Based Payment Transactions
IFRS 9 Financial instruments
IFRS 12 (Amendment) Disclosure of interest in Other Entities
IFRS 15 Revenue from contracts with customers
IFRS 16 Leases
IFRIC 23 Uncertainty over income tax treatments
The Directors anticipate that the adoption of these Standards
and Interpretations as appropriate in future years will have no
material impact on the financial statements of the Group other than
the new IFRS 16 Leases which will be mandatory for accounting
periods beginning on or after 1 January 2019. This new standard,
which is not currently EU endorsed will significantly change how
restaurant leases will be accounted for. The Group is preparing its
assessment project to identify the impact of the new lease
accounting standard on the Group's existing and future restaurant
leases.
GOING CONCERN
The consolidated financial statements have been prepared on a
going concern basis. Given the risk analysis undertaken by the
Directors and after reviewing the Group's net current liabilities
position as at 26 March 2017, the budget for the next financial
year, other longer term plans and financial resources including
undrawn but available facilities described in note 14 and the
extended facilities following the year end as described in note 24,
the Board has a reasonable expectation that the Group has adequate
resources to continue in operational existence for the foreseeable
future. Therefore the Board is satisfied that, at the time of
approving the financial statements, it is appropriate to adopt the
going concern basis in preparing the financial statements.
SIGNIFICANT ACCOUNTING POLICIES
BASIS OF CONSOLIDATION
The consolidated financial statements incorporate those of The
Fulham Shore PLC and all of its subsidiary undertakings for the
period. Subsidiaries acquired are consolidated from the date that
the Group has the power to control, exposure or rights to variable
returns, and the ability to use its power over the returns and will
continue to be consolidated until the date that such control
ceases.
Although the legal form of the transaction during the period
ended 29 June 2015 was an acquisition of Kefi Limited by The Fulham
Shore PLC, the substance is the reverse of this. Accordingly the
business combination has been prepared using reverse acquisition
accounting.
The acquisition of other subsidiaries is accounted for using the
acquisition method. The cost of the acquisition is measured at the
aggregate of the fair values, at the date of exchange, of assets
given, liabilities incurred or assumed, and equity instruments
issued by the Group in exchange for control of the acquiree, plus
any costs directly attributable to the business combination. The
acquiree's identifiable assets and liabilities are recognised at
their fair values at the acquisition date.
All intra-group transactions, balances and unrealised gains on
transactions between group companies are eliminated on
consolidation.
INTANGIBLE ASSETS
Goodwill
Goodwill arising on the acquisition of an entity represents the
excess of the cost of an acquisition over the Group's interest in
the fair value attributed to the net assets at acquisition.
Goodwill is not subject to amortisation but is tested for
impairment at least annually. After initial recognition, goodwill
is stated at cost less any accumulated impairment losses. Any
impairment is recognised immediately in the income statement and is
not subsequently reversed. Goodwill is allocated to cash generating
units for the purpose of impairment testing. Each of these cash
generating units represents the Group's investment in a subsidiary.
On disposal of a subsidiary the attributable amount of goodwill is
included in the determination of the profit or loss on
disposal.
Trademarks and licenses
The fair value of the intangible assets acquired through the
reverse acquisition was determined using discounted cash flow
models. The key assumptions for the valuation method are those
regarding future cash flows, tax rates and discount rates. The cash
flow projections are based on management forecasts for the next
four years period. The estimated useful lives range from 4 to 20
years on a straight-line basis.
Brand
The fair value of the brand intangible assets acquired through
an acquisition of a subsidiary was determined using discounted
royalty relief models. The key assumptions for the valuation method
are those regarding future cash flows, tax rates and discount
rates. The cash flow projections are based on management forecasts
for the next ten year period.
Amortisation is charged to the income statement on a
straight-line basis over the estimated useful lives of brand from
the beginning of the financial year that they are available for
use. The estimated useful lives are 10 years on a straight-line
basis.
Computer Software
Computer software licences are capitalised on the basis of the
costs incurred to acquire and bring into use the specific software.
These costs are amortised over their estimated useful lives, being
between 3 and 5 years. Costs that are directly associated with the
production of identifiable and unique software products controlled
by the Group, and that are expected to generate economic benefits
exceeding costs beyond one year, are recognised as intangible
assets. Direct costs include software development, employee costs
and directly attributable overheads. Software integral to a related
item of hardware equipment is accounted for as property, plant and
equipment. Costs associated with maintaining computer software
programmes are recognised as an expense when they are incurred.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at historical cost less
depreciation and any recognised impairment loss. The cost of
property, plant and equipment includes directly attributable
incremental costs incurred in their acquisition and
installation.
Depreciation is provided on property, plant and equipment at
rates calculated to write each asset down to its estimated residual
value evenly over its expected useful life, as follows:-
Leasehold properties and improvements over lease term or renewal term
Plant and equipment 20% to 33% straight line
Furniture, fixtures and fittings 10% to 20% straight line
Assets in the course of construction are carried at cost, less
any recognised impairment loss. Depreciation of these assets
commences when the assets are ready for their intended use.
Residual values, useful lives and methods of depreciation are
reviewed and adjusted if appropriate on an annual basis. An item of
property, plant and equipment is derecognised upon disposal or when
no future economic benefits are expected from its use or disposal.
The gain or loss arising on the disposal or retirement of an asset
is determined as the difference between the sales proceeds and the
carrying amount of the asset and is recognised in the income
statement.
IMPAIRMENT OF ASSETS
Goodwill is not subject to amortisation but is tested for
impairment annually or whenever there is an indication that the
asset may be impaired. For the purpose of impairment testing,
assets are grouped at the lowest levels for which there are
separately identifiable cash flows, known as cash generating units.
If the recoverable amount of the cash generating unit is less than
the carrying amount of the unit, the impairment loss is allocated
first to reduce the carrying amount of any goodwill allocated to
the unit and then to the other assets of the unit pro-rata on the
basis of the carrying amount of each asset in the unit. Impairment
losses recognised for goodwill are not reversed in a subsequent
period. Recoverable amount is the higher of fair value less costs
to sell and value in use. In assessing value in use, the estimated
future cash flows are discounted to their present value using a
pre-tax discount rate that reflects current market assessments of
the time value of money and the risks specific to the asset for
which the estimates of future cash flows have not been
adjusted.
At each balance sheet date, the Group reviews the carrying
amounts of its property, plant and equipment and intangible assets
with finite useful lives to determine whether there is any
indication that those assets have suffered an impairment loss. If
any such indication exists, the recoverable amount of the asset is
estimated in order to determine the extent, if any, of the
impairment loss. Where it is not possible to estimate the
recoverable amount of an individual asset, the Group estimates the
recoverable amount of the cash-generating unit to which the asset
belongs. If the recoverable amount of an asset or cash-generating
unit is estimated to be less than its carrying amount, the carrying
amount of the asset or cash-generating unit is reduced to its
recoverable amount. An impairment loss is recognised immediately in
the income statement. Where an impairment loss subsequently
reverses, the carrying amount of the asset or cash-generating unit
is increased to the revised estimate of its recoverable amount, not
to exceed the carrying amount that would have been determined had
no impairment loss been recognised for the asset or cash-generating
unit in prior years. A reversal of an impairment loss is recognised
immediately in the income statement.
FINANCIAL INSTRUMENTS
Financial assets and financial liabilities, in respect of
financial instruments, are recognised on the balance sheet when the
Group becomes a party to the contractual provisions of the
instrument.
INVENTORIES
Inventories are valued at the lower of cost and net realisable
value. Cost is determined on a first in, first out basis. Net
realisable value is based upon estimated selling price less further
costs expected to be incurred to completion and disposal. Provision
is made for obsolete and slow-moving items.
TRADE AND OTHER RECEIVABLES
Receivables are classified as loans and receivables and are
initially recognised at fair value. They are subsequently measured
at their amortised cost using the effective interest method less
any provision for impairment. A provision for impairment is made
where there is objective evidence (including customers with
financial difficulties or in default on payments), that amounts
will not be recovered in accordance with original terms of the
agreement. A provision for impairment is established when the
carrying value of the receivable exceeds the present value of the
future cash flow, discounted using the original effective interest
rate. The carrying value of the receivable is reduced through the
use of an allowance account and any impairment loss is recognised
in the income statement.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents comprise cash in hand and call
deposits and other short term highly liquid investments that are
readily convertible to a known amount of cash and are subject to an
insignificant risk of changes in value.
TRADE AND OTHER PAYABLES
Payables are initially recognised at fair value and subsequently
at amortised cost using the effective interest method.
SHARE CAPITAL
Share capital represents the nominal value of ordinary shares
issued.
SHARE PREMIUM
Share premium represents the amounts subscribed for share
capital in excess of nominal value less the related costs of share
issue.
MERGER RELIEF RESERVE
In accordance with Companies Act 2006 S.612 'Merger Relief', the
company issuing shares as consideration for a business combination,
accounted at fair value, is obliged, once the necessary conditions
are satisfied, to record the share premium to the merger relief
reserve.
REVERSE ACQUISITION RESERVE
Reverse accounting under IFRS 3 'Business Combinations' requires
the difference between the equity of the legal parent and the
issued equity instruments of the legal subsidiary pre-combination
is to be recognised as a separate component of equity.
RETAINED EARNINGS
Retained earnings represents the cumulative profit and loss net
of distributions.
FOREIGN CURRENCIES
Assets and liabilities denominated in foreign currencies are
translated into sterling, the presentational and functional
currency of the Group, at the rate of exchange ruling at the
balance sheet date. Transactions in foreign currencies are recorded
at the rate ruling at the date of the transaction. All differences
are taken to the income statement.
FINANCIAL LIABILITIES AND EQUITY INSTRUMENTS
Financial liabilities and equity instruments issued by the Group
are classified according to the substance of the contractual
arrangements entered into and the definitions of a financial
liability and an equity instrument. An equity instrument is any
contract that evidences a residual interest in the assets of the
Group after deducting all of its liabilities and includes no
obligation to deliver cash or other financial assets. Interest
bearing loans and overdrafts are initially measured at fair value
(which is equal to cost at inception), and are subsequently
measured at amortised cost, using the effective interest rate
method. Any difference between the proceeds (net of transaction
costs) and the settlement or redemption of borrowings is recognised
over the term of the borrowing. Equity instruments issued by the
Group are recorded at the proceeds received, net of direct issue
costs.
TAXATION
Income tax expense represents the sum of the current tax payable
and deferred tax.
Current tax payable or recoverable is based on taxable profit
for the year. Taxable profit differs from profit as reported in the
income statement because some items of income or expense are
taxable or deductible in different years or may not be taxable or
deductible. The Group's liability for current tax is calculated
using tax rates and laws that have been enacted or substantively
enacted by the balance sheet date.
Deferred tax is the tax expected to be payable or recoverable in
the future arising from temporary differences between the carrying
amounts of assets and liabilities in the financial statements and
the corresponding tax bases used in the computation of taxable
profit. It is accounted for using the balance sheet liability
method. Deferred tax liabilities are generally recognised for all
taxable temporary differences and deferred tax assets are
recognised to the extent that it is probable that taxable profits
will be available against which deductible temporary differences
can be utilised. Such assets and liabilities are not recognised if
the temporary difference arises from the initial recognition of
goodwill or from the initial recognition (other than in a business
combination) of other assets and liabilities in a transaction that
affects neither the tax profit or the accounting profit.
The carrying amount of deferred tax assets is reviewed at each
balance sheet date and reduced to the extent that it is no longer
probable that sufficient taxable profits will be available to allow
all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to
apply in the year when the liability is settled or the asset
realised, based on tax rates that have been enacted or
substantively enacted by the balance sheet date. Tax assets and
liabilities are offset when there is a legally enforceable right to
set off current tax assets against current tax liabilities and when
they either relate to income taxes levied by the same taxation
authority on either the same taxable entity or on different taxable
entities which intend to settle the current tax assets and
liabilities on a net basis.
Tax is charged or credited to the income statement, except when
it relates to items charged or credited directly to equity, in
which case the tax is also recognised directly in equity.
LEASES
Leases are classified as finance leases whenever the terms of
the lease transfer substantially all the risks and rewards of
ownership of the asset to the lessee. All other leases are
classified as operating leases.
Assets held under finance leases are recognised as assets of the
Group at their fair value at the inception of the lease or, if
lower, at the present value of the minimum lease payments as
determined at the inception of the lease. The corresponding
liability to the lessor is included in the balance sheet as a
finance lease obligation. Lease payments are apportioned between
finance charges and reduction of the lease obligation so as to
achieve a constant rate of interest on the remaining balance of the
liability. Finance charges are recognised in the income
statement.
Rentals payable under operating leases are charged to the income
statement on a straight line basis or other systematic basis if
representative of the time pattern of the user's benefit over the
term of the relevant lease. Benefits received and receivable as an
incentive to enter into an operating lease are also spread on a
straight line basis over the lease term.
PROVISIONS
Provisions are recognised when the Group has a present
obligation as a result of a past event and it is probable that the
Group will be required to settle that obligation and a reliable
estimate can be made of the amount of the obligation. Provisions
are measured at the Directors' best estimate of the expenditure
required to settle the obligation at the balance sheet date and are
discounted to present value where the effect is material.
RETIREMENT BENEFITS
The amount charged to the income statement in respect of pension
costs is the contributions payable to money purchase schemes in the
year. Differences between contributions payable in the year and
contributions actually paid are shown as either accruals or
prepayments in the balance sheet.
REVENUE RECOGNITION
Revenue represents the fair value of the consideration received
or receivable, net of Value Added Tax, for goods sold and services
provided to customers outside the Group after deducting discounts.
Revenue is recognised when the significant risks and rewards of
ownership are transferred.
INTEREST INCOME
Interest income is accrued on a time basis, by reference to the
principal outstanding and at the effective interest rate
applicable, which is the rate that exactly discounts estimated
future cash receipts through the expected life of the financial
asset to that asset's net carrying amount.
SHARE BASED PAYMENTS
The Group issues equity-settled share-based payments to certain
employees. Equity-settled share-based payments are measured at fair
value (excluding the effect of non market-based vesting conditions)
at the date of grant. The fair value determined at the grant date
of the equity-settled share-based payments is expensed on a
straight-line basis over the vesting period, based on the Company's
estimate of the shares that will eventually vest and adjusted for
the effect of non market-based vesting conditions.
Fair value is measured using a Black-Scholes valuation model.
The expected life used in the model has been adjusted, based on
management's best estimate, for the effects of non-transferability,
exercise restrictions and behavioural considerations.
ACCOUNTING PERIOD
The consolidated group accounts have been prepared for the year
to 26 March 2017 with the comparative year to 27 March 2016.
The Company accounts have been prepared for the same periods as
the Group.
ACCOUNTING ESTIMATES
The preparation of financial statements in conformity with IFRS
requires management to make judgements, estimates and assumptions
that affect the application of the Group's accounting policies,
described above, with respect to the carrying amounts of assets and
liabilities at the date of the financial statements, the disclosure
of contingent assets and liabilities at the date of the financial
statements and the reported amounts of income and expenses during
the reporting year. These judgements, estimates and associated
assumptions are based on historical experience and various other
factors that are believed to be reasonable under the circumstances,
including current and expected economic conditions. Although these
judgements, estimates and associated assumptions are based on
management's best knowledge of current events and circumstances,
the actual results may differ. Estimates and underlying assumptions
are reviewed on an ongoing basis. Revisions to accounting estimates
are recognised in the year in which the estimate is revised and in
any future years affected.
The judgements, estimates and assumptions which are of most
significance to the Group are detailed below:
Valuation of acquired businesses - Acquisition and intangible
assets
The Group applied the principles of IFRS 3's acquisition
accounting in respect of the acquisition of Franco Manca Holdings
Limited during the year ended 27 March 2016. The key judgements
involved were the identification and valuation of intangible assets
which required the estimation of future cash flows arising from a
royal relief model and the selection of a suitable discount rate
and the determination that the difference between the fair value of
the consideration effectively given and the aggregate of the fair
values of the separable net assets acquired effectively represents
the cost of acquiring the cash generating units in Franco
Manca.
Assessment of the recoverable amounts in respect of assets
tested for impairment
The Group tests property, plant and equipment and intangible
assets, including goodwill, for impairment on an annual basis or
more frequently if there are indications that amounts may be
impaired. The impairment analysis for such assets is principally
based upon discounted estimated future cash flows from the use and
eventual disposal of the assets. Such an analysis includes an
estimation of the future anticipated results and cash flows, annual
growth rates and the appropriate discount rates.
Valuation of share based payments
The charge for share based payments is calculated in accordance
with the methodology described in note 18. The model requires
highly subjective assumptions to be made including the future
volatility of the Company's share price, expected dividend yield
and risk-free interest rates.
OPERATING SEGMENTS
The Group considers itself to have two key operating segments,
being the management and operation of The Real Greek restaurants
and the management and operation of Franco Manca restaurants. The
Group operates in only one geographical segment, being the United
Kingdom.
DEFINITIONS
OPERATING PROFIT
Operating profit is defined as profit before taxation, finance
income and finance costs.
HEADLINE OPERATING PROFIT
Headline operating profit is defined as operating profit before
amortisation of brand, impairment of property, plant and equipment,
impairment of goodwill and intangible assets, onerous lease costs,
restructuring costs, costs of reverse acquisition, cost of
acquisition, share based payments, loss on disposal of property,
plant and equipment and pre-opening costs.
HEADLINE PROFIT BEFORE TAXATION
Headline profit before taxation is defined as profit/loss before
taxation before amortisation of brand, impairment of property,
plant and equipment, impairment of goodwill and intangible assets,
onerous lease costs, restructuring costs, costs of reverse
acquisition, costs of acquisition, share based payments, loss on
disposal of property, plant and equipment and pre-opening
costs.
PRE-OPENING COSTS
The restaurant pre-opening costs represent costs incurred up to
the date of opening a new restaurant that are written off to the
profit and loss account in the period in which they are
incurred.
EBITDA
EBITDA is defined as operating profit before depreciation and
amortisation.
HEADLINE EBITDA
Headline EBITDA is defined as EBITDA before amortisation of
brand, impairment of property, plant and equipment, impairment of
goodwill and intangible assets, onerous lease costs, restructuring
costs, costs of reverse acquisition, cost of acquisition, share
based payments, loss on disposal of property, plant and equipment
and pre-opening costs.
HEADLINE EPS
Headline EPS is defined in note 6.
THE FULHAM SHORE PLC
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 26 March 2017
1 SEGMENT INFORMATION
For management purposes, the Group was organised into two
operating divisions during the year ended 26 March 2017. These
divisions, The Real Greek and Franco Manca, are the basis on which
the Group reports its primary segment information. All other
segments include the Bukowski Grill franchise and the Fulham Shore
head office
For the year ended 26 March 2017:
The Real Franco All other Total
Greek Manca Segments GBP'000
GBP'000 GBP'000 GBP'000
External revenue 13,675 26,766 833 41,274
Headline EBITDA 2,284 5,415 (581) 7,118
Depreciation and amortisation (649) (1,707) (92) (2,448)
Headline operating profit 1,635 3,708 (673) 4,670
Operating profit 1,049 1,100 (871) 1,278
Finance income 1 - - 1
Finance costs - (1) (134) (135)
Segment profit/(loss)
before taxation 1,050 1,099 (1,005) 1,144
Income tax expense (175)
Profit for the year 969
Assets 7,979 48,914 4,065 60,958
Liabilities (4,073) (10,872) (7,365) (22,310)
Net assets 3,906 38,042 (3,300) 38,648
Capital expenditure 2,185 10,716 246 13,147
1 SEGMENT INFORMATION (continued)
For the year ended 27 March 2016:
The Real Franco All other Total
Greek Manca Segments GBP'000
GBP'000 GBP'000 GBP'000
External revenue 11,699 17,494 58 29,251
Headline EBITDA 1,892 4,014 (674) 5,232
Depreciation and amortisation (521) (1,414) (17) (1,952)
Headline operating profit 1,371 2,600 (691) 3,280
Operating profit 1,082 477 (1,052) 507
Finance income 3 - 1 4
Finance costs (2) (8) (78) (88)
Segment profit/(loss)
before taxation 1,083 469 (1,129) 423
Income tax expense (347)
Profit for the year 76
Assets 6,072 39,616 3,340 49,028
Liabilities (2,241) (5,806) (4,286) (12,332)
Net assets 3,831 33,810 (946) 36,696
Capital expenditure 753 5,978 485 7,216
The Group's two business segments primarily operate in one
geographical area which is the United Kingdom.
2 OPERATING PROFIT
Year Year
ended ended
26 March 27 March
2017 2016
GBP'000 GBP'000
Operating profit is stated after charging:
Staff costs (note 3) 14,786 10,362
Depreciation of property, plant and equipment 2,432 1,516
Amortisation of intangible assets 837 1,256
Operating lease rentals:
Land and buildings 3,936 1,313
Inventories - amounts charged as an expense 8,196 6,047
Auditor's remuneration:
- for statutory audit services 75 77
- for other assurance services 7 -
- for tax services 27 28
- for transactional services 5 85
Share based payments 631 639
Pre-opening costs 1,914 908
Exceptional costs -acquisition costs 26 405
3 EMPLOYEES
Year Year
ended ended
26 March 27 March
2017 2016
No. No.
The average monthly number of persons (including Directors) employed by the group during
the
period was:
Administration and management 23 15
Restaurants 800 555
823 570
3 EMPLOYEES (continued)
Year Year
ended ended
26 March 27 March
2017 2016
GBP'000 GBP'000
Staff costs for above persons
Salaries and fees 13,808 9,612
Social security costs 912 710
Share based payments 631 639
Defined contribution pension costs 73 40
15,424 11,001
DIRECTORS' REMUNERATION
The remuneration of Directors, who are the key management
personnel of the company, is set out in aggregate below.
Year Year
ended ended
26 March 27 March
2017 2016
GBP'000 GBP'000
Salaries, fees and other short term employee benefits 899 659
Social security costs 59 157
Share based payments 473 452
1,431 1,268
NJ Donaldson exercised 1,115,972 share options in the period
ended 26 March 2017 (2016: Nil) realising a gain of GBP184,000
(2016: GBPNil). No directors received any pension benefits (2016:
GBPNil).
Included above are fees paid to related parties for the
provision of directors' services which are further described in
note 22.
The Directors are the only employees of the Company. The
Directors' remuneration above is the only staff costs for the
Company.
4 FINANCE COSTS
Year Year
ended ended
26 March 27 March
2017 2016
GBP'000 GBP'000
Interest expenses on bank loans
and overdrafts 135 88
135 88
5 INCOME TAX EXPENSE
Year Year
ended ended
26 March 27 March
2017 2016
GBP'000 GBP'000
Based on the result for the period:
UK corporation tax at 20% (2016:
20%) 474 588
Adjustment in respect of prior periods (302) (51)
Total current taxation 172 537
Deferred taxation:
Origination and reversal of temporary
timing differences 3 (190)
Total deferred tax 3 (190)
Total tax expense on profit on ordinary
activities 175 347
5 INCOME TAX EXPENSE (continued)
Factors affecting tax charge for Year Year
year: ended ended
26 March 27 March
2017 2016
GBP'000 GBP'000
Profit before taxation 1,144 423
Taxation at UK corporation tax rate
of 20% (2016: 20%) 229 85
Expenses not deductible for tax
purposes 14 29
Depreciation on non-qualifying fixed
assets 345 237
Share based payments not previously
recognised (87) 49
Tax losses utilised not previously
recognised - (2)
Adjustment to previously recognised (23) -
provision
Adjustment to tax charge in respect
of previous periods (303) (51)
Total income tax expense in the
income statement 175 347
Factors that may affect tax charges are disclosed in note
16.
6 EARNINGS PER SHARE
Year Year
ended ended
26 March 27 March
2017 2016
GBP'000 GBP'000
Profit for the purposes of basic and
diluted earnings per share: 947 56
Share based payments 631 639
Deferred tax on share based payments (236) (135)
Pre-opening costs 1,915 908
Amortisation of brand 821 821
Deferred tax on amortisation of brand (137) (137)
Exceptional costs - cost of acquisition 26 405
Headline profit for the period for the
purposes of headline basic and diluted
earnings per share: 3,967 2,557
Year Year
ended ended
26 March 27 March
2017 2016
No. '000 No. '000
Weighted average number of ordinary shares
in issue for the purposes of basic earnings
per share 570,371 554,811
Effect of dilutive potential ordinary
shares from share options 30,855 29,553
Weighted average number of ordinary shares
in issue for the purposes of diluted
earnings per share 601,226 584,364
Further details of the share options that could potentially
dilute basic earnings per share in the future are provided in note
18.
Year Year
ended ended
26 March 27 March
2017 2016
Earnings per share:
Basic 0.2p 0.0p
Diluted 0.2p 0.0p
Headline Basic 0.7p 0.5p
Headline Diluted 0.7p 0.4p
7 INTANGIBLE ASSETS
Group Trademarks,
License and
franchises Software Brand Goodwill Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Cost
29 March 2015 1,709 - - 1,774 3,483
Additions due to business combination 30 - 8,211 17,858 26,099
27 March 2016 1,739 - 8,211 19,632 29,582
Additions - 76 - - 76
Reclassification (1,681) - - 1,073 (608)
26 March 2017 58 76 8,211 20,705 29,050
Accumulated amortisation
29 March 2015 191 - - - 191
Charge in the year 435 - 821 - 1,256
27 March 2016 626 - 821 - 1,447
Charge in the year 5 11 821 - 837
Reclassification (608) - - - (608)
26 March 2017 23 11 1,642 - 1,676
Net book value
26 March 2017 35 65 6,569 20,705 27,374
27 March 2016 1,113 - 7,390 19,632 28,135
The amortisation charges for trademarks, license and franchises
for the year are recognised within administrative expenses.
Goodwill of GBP107,000 relates to the original acquisition of
The Real Greek Food Company Limited ("The Real Greek") by Kefi
Limited.
Goodwill of GBP1,667,000 relates to the reverse acquisition of
The Fulham Shore PLC by Kefi Limited. The goodwill is attributable
to the value of the listing of The Fulham Shore PLC.
Goodwill of GBP18,931,000 relates to the acquisition of Franco
Manca Holdings Limited ("Franco Manca Holdings"). The goodwill is
attributable to the cash generating units held within Franco Manca
2 UK Limited. Included in this goodwill is GBP1,073,000 which was
reclassified from franchise intangible following the reacquisition
of the rights when Franco Manca Holdings was acquired. This should
have been eliminated at the date of the acquisition in the prior
year. The Directors do not consider the adjustment to be material
and have therefore recognised it in the current year.
7 INTANGIBLE ASSETS (continued)
For the purposes of impairment testing the Directors consider
each acquired business or operating segment as separate cash
generating units (CGUs). The recoverable amount for each CGU was
determined using a value in use calculation based upon management
forecasts for the trading results for those entities. Value in use
calculations are based on cash flow forecasts derived from the most
recent financial budgets and then extrapolated over ten years. Ten
years is believed to be reasonable due to the possibility of
further investment in each CGU and the related brands. The discount
rate applied to cash flow projections is 12% (2016: 12%) which is
the rate believed by the Directors to reflect the risks associated
with the CGU.
The Group has also conducted a sensitivity analysis on the
impairment test of the CGU carrying value including reducing sales
level and changing discount rates and there is no reasonably
expected change would give rise to an impairment charge.
8 PROPERTY, PLANT AND EQUIPMENT
Group Furniture,
fixtures Assets
Leasehold Plant and and under
improvements equipment fittings construction Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Cost
29 March 2015 4,601 457 414 470 5,942
On acquisition 4,635 476 154 900 6,165
Additions 4,534 957 228 1,496 7,215
Reclassification 1,065 207 22 (1,294) -
Disposals - - - (29) (29)
27 March 2016 14,835 2,097 818 1,543 19,293
Additions 9,020 2,111 768 1,248 13,147
Reclassification 1,452 24 5 (1,481) -
Disposals (146) (9) - - (155)
26 March 2017 25,161 4,223 1,591 1,310 32,285
Accumulated depreciation
29 March 2015 738 190 116 - 1,044
Charge in the year 1,043 358 115 - 1,516
27 March 2016 1,781 548 231 - 2,560
Charge in the year 1,587 649 196 - 2,432
Disposals (12) (1) - - (13)
26 March 2017 3,356 1,196 427 - 4,979
Net book value
26 March 2017 21,805 3,027 1,164 1,310 27,306
27 March 2016 13,054 1,549 587 1,543 16,733
8 PROPERTY, PLANT AND EQUIPMENT (continued)
Parent Company Furniture,
fixtures
Leasehold Plant and and
improvements equipment fittings Total
GBP'000 GBP'000 GBP'000 GBP'000
Cost
29 March 2015 3 28 8 39
Additions - 1 2 3
Reclassification
27 March 2016 3 29 10 42
Additions 202 19 15 236
26 March 2017 205 48 25 278
Accumulated
depreciation
29 March 2015 2 16 2 20
Charge in the year 1 9 1 11
27 March 2016 3 25 3 31
Charge in the year 13 5 2 20
26 March 2017 16 30 5 51
Net book value
26 March 2017 189 18 20 227
27 March 2016 - 4 7 11
All depreciation charges have been recognised in administrative
expenses in the income statement.
All non-current assets are located in the United Kingdom.
9 INVESTMENTS IN SUBSIDIARIES
26 March 27 March
2017 2016
GBP'000 GBP'000
Parent Company
Cost and net book value
Opening position 42,579 14,261
Investment in subsidiaries 432 28,318
Closing position 43,011 42,579
As at 26 March 2017, the Company had the following subsidiary
undertakings which are all registered at 1st Floor, 50-51 Berwick
Street, London W1F 8SJ:
Name of subsidiary Class Proportion Nature of business
of of shares
Holding held,
ownership
interest and
voting power
Incorporated in England and
Wales
FM98 LTD Limited* Ordinary 100% Operation of restaurants
10DAS Limited Ordinary 100% Operation of restaurants
Café Pitfield Ordinary 100% Dormant
Limited
Kefi Limited Ordinary 99% Dormant
The Real Greek Food Ordinary 99% Operation of restaurants
Company Limited*
The Real Greek Wine Ordinary 99% Dormant
Company Limited*
Souvlaki & Bar Limited* Ordinary 99% Dormant
CHG Brands Limited* Ordinary 99% Dormant
The Real Greek International
Limited* Ordinary 99% Dormant
Franco Manca Holdings
Limited Ordinary 99% Dormant
Franco Manca 2 UK Ordinary 99% Operation of restaurants
Limited*
FM6 Limited* Ordinary 99% Restaurant property
FM111 Limited* Ordinary 99% Restaurant property
Franco Manca International
Limited* Ordinary 99% Dormant
* Held by subsidiary undertaking
10 INVENTORIES
Group Parent company
26 27 26
March March March
2016 27
2017 GBP'000 2017 March
GBP'000 2016
GBP'000 GBP'000
Raw materials and consumables 1,052 687 - -
Inventories are charged to cost of sales in the consolidated
comprehensive statement of income.
11 TRADE AND OTHER RECEIVABLES
Group Parent company
26 27 26 27
March March March March
2017 2016 2017 2016
GBP'000 GBP'000 GBP'000 GBP'000
Included within non-current assets:
Amounts receivable from subsidiaries - - 7,974 4,324
Other receivables 947 934 - -
947 934 7,974 4,324
Included within current assets:
Trade receivables 847 474 53 -
Other receivables 179 111 - -
Other taxation and social security costs - - 11 21
Prepayments and accrued income 1,576 863 120 98
2,602 1,448 184 119
3,549 2,382 8,158 4,443
Other receivables due after more than one year relate to rent
deposits.
Receivables are denominated in sterling. The Board believes that
the balances are recoverable in full and therefore no impairments
are required.
The Group and Company hold no collateral against these
receivables at the balance sheet date. The Directors consider that
the carrying amount of receivables approximates to their fair
value.
12 CASH AND CASH EQUIVALENTS
Group Parent company
26 March 27 March 26 March 27 March
2017 2016 2017 2016
GBP'000 GBP'000 GBP'000 GBP'000
Cash at bank and in hand 271 197 - -
Cash and cash equivalents as presented in the balance sheet 271 197 - -
Bank overdraft (180) (570) (12) (200)
91 (373) (12) (200)
Bank balances comprise cash held by the company on a short term
basis with maturity of three months or less. The carrying amount of
these assets approximates to their fair value.
13 TRADE AND OTHER PAYABLES
Group Parent company
26 March 27 March 26 March 27 March
2017 2016 2017 2016
GBP'000 GBP'000 GBP'000 GBP'000
Included in current liabilities:
Trade payables 7,375 2,555 266 115
Other taxation and social security payable 1,012 716 30 21
Other payables 95 155 28 150
Accruals and deferred income 4,850 2,739 687 446
13,332 6,165 1,011 732
Trade payables were all denominated in sterling and comprise
amounts outstanding for trade purchases and ongoing costs and are
non-interest bearing.
The Directors consider that the carrying amount of trade
payables approximate to their fair value.
14 BORROWINGS
Group Parent company
26 March 27 March 26 March 27 March
2017 2016 2017 2016
GBP'000 GBP'000 GBP'000 GBP'000
Short term borrowings:
Bank overdraft 180 570 12 200
Long term borrowings:
Bank loans 6,000 2,910 6,000 2,910
Amounts owed to subsidiary undertakings - - 2,190 1,093
6,000 2,910 8,190 4,003
6,180 3,480 8,202 4,203
As at 26 March 2017, the Group's committed Sterling borrowing
facilities comprises a revolving credit facility of GBP6,000,000
(2016: GBP6,000,000) expiring between two and five years and a bank
overdraft facility from HSBC Bank PLC which is secured by a
mortgage debenture in favour of HSBC Bank PLC representing fixed or
floating charges over all assets of the Group. The interest rate
applicable on this bank loan is 2.50% above LIBOR.
The bank overdraft is repayable on demand with interest being
charged at 2.5% over base rate and is secured by a debenture giving
fixed and floating charges over all assets of the Group.
Amounts owed to subsidiary undertakings are amounts borrowed
from The Real Greek Food Company Limited, a subsidiary of the
Company and are repayable on 26 March 2019. The interest rate
applicable on the amounts owed to subsidiary undertakings is
3.5%.
15 FINANCIAL INSTRUMENTS
The Group is exposed to the risks that arise from its use of
financial instruments. The Group's finance function provides a
centralised service to all Group businesses for funding, foreign
exchange and interest rates management. Derivative instruments may
be transacted solely for risk management purposes. The management
consider that the key financial risk factors of the business are
liquidity risks, market risk, foreign exchange risk and credit
risk.
This note describes the objectives, policies and processes of
the Group for managing those risks and the methods used to measure
them.
Financial Assets and Liabilities
The Group and Company had the following financial assets and
liabilities:
Group Parent company
26 March 27 March 26 March 27 March
2017 2016 2017 2016
GBP'000 GBP'000 GBP'000 GBP'000
Non-current financial assets
Amounts owed by subsidiary undertakings - - 7,974 4,324
Other receivables 947 934 - -
Current financial assets
Cash at bank and in hand 271 197 - -
Trade and other receivables* 1,026 585 53 -
2,244 1,716 8,027 4,324
Current financial liabilities
At amortised cost - borrowings 180 570 12 200
At amortised cost - payables** 12,268 5,346 981 711
Non-current financial liabilities
At amortised cost - borrowings 6,000 2,910 6,000 2,910
At amortised cost - payables - - 2,190 1,093
18,448 8,826 9,183 4,914
* excludes other taxation and social security receivable and
prepayments included in trade and other receivables in note 11.
** excludes other taxation and social security and deferred
income included in trade and other payables in note 13.
15 FINANCIAL INSTRUMENTS (continued)
The maturity analysis table below analyses the Group's financial
assets and liabilities into relevant maturity groupings based on
the remaining period at the balance sheet to the contractual
maturity date. The amounts disclosed in the table are contractual
undiscounted cash flows.
For the period ended 26 March 2017
Between More
Less than 1 and than
1 year 5 years 5 years Total
GBP'000 GBP'000 GBP'000 GBP'000
Cash at bank and in hand 271 - - 271
Trade and other receivables 1,026 47 900 1,973
Bank loans and overdrafts (180) (6,000) - (6,180)
Trade and other payables (12,268) - - (12,268)
(11,151) (5,953) 900 (16,204)
For the period ended 27 March 2016
Between More
Less than 1 and than
1 year 5 years 5 years Total
GBP'000 GBP'000 GBP'000 GBP'000
Cash at bank and in hand 197 - - 197
Trade and other receivables 585 217 717 1,519
Bank loans (570) (2,910) - (3,480)
Trade and other payables (5,346) - - (5,346)
(5,134) (2,693) 717 (7,110)
The financial instruments recognised on the balance sheets and
shown above are all loans and receivables and financial liabilities
at amortised cost.
15 FINANCIAL INSTRUMENTS (continued)
The maturity analysis table below analyses the Company's
financial assets and liabilities into relevant maturity groupings
based on the remaining period at the balance sheet to the
contractual maturity date. The amounts disclosed in the table are
contractual undiscounted cash flows.
For the period ended 26 March 2017
Between
Less than 1 and
1 year 5 years Total
GBP'000 GBP'000 GBP'000
Trade and other receivables 53 7,974 8,027
Bank loans and overdrafts (12) (6,000) (6,012)
Trade and other payables (983) (2,190) (3,173)
(942) (216) (1,158)
For the period ended 27 March 2016
Between
Less than 1 and
1 year 5 years Total
GBP'000 GBP'000 GBP'000
Trade and other receivables - 4,324 4,324
Bank loans and overdrafts (200) (2,910) (3,110)
Trade and other payables (711) (1,093) (1,804)
(911) 321 (590)
The financial instruments recognised on the balance sheets and
shown above are all loans and receivables and financial liabilities
at amortised cost.
Liquidity Risks
The Group and Company had a committed long term revolving credit
facility of GBP6,000,000 (2016: GBP6,000,000) and short term bank
overdraft facilities available to manage its liquidity as at 26
March 2017 of GBP500,000 (2016: GBP500,000). Both facilities were
extended following the year end as described in note 24.
15 FINANCIAL INSTRUMENTS (continued)
Market Risks
The Group's market risk exposure arises mainly from its floating
interest rate interest bearing borrowings. Only the following
financial assets and liabilities were interest bearing:
Group Parent company
26 March 27 March 26 March 27 March
2017 2016 2017 2016
GBP'000 GBP'000 GBP'000 GBP'000
Floating rate
Cash at bank and in hand 271 197 - -
Bank overdraft (180) (570) (12) (200)
Bank loans (6,000) (2,910) (6,000) (2,910)
(5,909) (3,283) (6,012) (3,110)
Trade and other receivables and trade and other payables are all
non-interest bearing.
Weighted average interest rates paid for bank loans during the
period ended 26 March 2017 were 1.9% and period ended 27 March 2016
were 2.0% and the weighted average interest rates paid for bank
overdrafts during the period ended 26 March 2017 were 2.5% and
period ended 27 March 2016 were 2.5%.
The Group has derived a sensitivity analysis based on a 0.5%
variance in LIBOR element of floating interest rates. The
annualised impact of an increase in LIBOR by 0.5% applied to the
balance of floating rate bank loans at the period end would be
GBP30,000 (2016: GBP14,000).
Foreign Exchange Risks
During the periods ended 26 March 2017 and 27 March 2016, the
Group did not receive or pay significant amounts denominated in
foreign currencies. As purchasing from foreign franchised
territories that is not denominated or agreed in Sterling increase
to a significant level, the Group will implement a foreign exchange
management policy.
Credit Risks
The Group's exposure to credit risk arises mainly from as
follows:
Group Parent company
26 March 27 March 26 March 27 March
2017 2016 2017 2016
GBP'000 GBP'000 GBP'000 GBP'000
Cash at bank and in hand 271 197 - -
Trade receivables and other receivables 1,026 585 8,027 4,221
1,297 782 8,027 4,221
15 FINANCIAL INSTRUMENTS (continued)
The majority of the Group's cash balances have been held in
current accounts at HSBC Bank PLC during the periods ended 26 March
2017 and 27 March 2016 and did not earn any significant
interest.
The majority of the Group's trade receivables are due for
maturity within 7 days and largely comprise amounts receivable from
credit and debit card clearing houses.
Fair Values of Financial Assets and Financial Liabilities
The fair value amounts of the Group's financial assets and
liabilities as at 26 March 2017 and 27 March 2016 did not
materially vary from the carrying value amounts.
16 DEFERRED TAXATION
Analysis of movements in net deferred tax balance during the
period:
Group Parent company
26 March 27 March 26 March 27 March
2017 2016 2017 2016
GBP'000 GBP'000 GBP'000 GBP'000
Opening position (1,163) (277) 825 193
Arising on acquisition - (1,619) - -
Transfer to reserves 307 543 258 517
Movement in accelerated capital
allowances (487) (184) - -
Tax on share based payments 212 151 155 115
Tax on intangible assets 271 223 - -
Transfer (to)/from profit and loss (3) 190 155 115
Net deferred tax (liability)/asset (859) (1,163) 1,238 825
The Group's deferred taxation liability disclosed above relates
to the following:
Group Parent company
26 March 27 March 26 March 27 March
2017 2016 2017 2016
GBP'000 GBP'000 GBP'000 GBP'000
Deferred tax assets
Share options 1,406 894 1,238 825
Deferred taxation assets 1,406 894 1,238 825
Deferred tax liabilities
Accelerated capital allowances 1,178 691 - -
Intangible assets 1,087 1,366 - -
Deferred taxation liabilities 2,265 2,057 - -
16 DEFERRED TAXATION (continued)
The Company has losses of GBP283,000 (2016: GBP283,000) which,
subject to agreement with HM Revenue & Customs, are available
to offset against the Company's future profits. A deferred taxation
asset in respect of these losses of GBP57,000 (2016: GBP57,000) has
not been recognised in the financial statements. Although the
directors are confident that the Company will achieve future
profitability in line with current expectations, the timing of such
profits is uncertain and therefore the directors have not
recognised the entire deferred tax asset. The Directors have
recognised deferred tax assets in relation to the share based
payment charge recognised in the year as such deferred tax asset
may be used against future group tax relief.
17 SHARE CAPITAL
Group Parent company
27 March 27 March 26 March 27 March
2017 2016 2017 2016
GBP'000 GBP'000 GBP'000 GBP'000
Allotted, issued called up and fully paid:
571,385,237 (2016: 569,153,293) ordinary shares of 1p each 5,714 5,692 5,714 5,692
The Company has one class of ordinary share which carries no
rights to fixed income.
On 21 April 2015, 43,181,818 Ordinary Shares of GBP0.01 were
issued by the Company and were allotted for cash at GBP0.11 per
Ordinary Share, credited as fully paid and a further 193,457,975
Ordinary Shares of GBP0.01 were issued by the Company at GBP0.11
per Ordinary Share as consideration to acquire 99% of the issued
share capital of Franco Manca Holdings Limited.
On 5 August 2016, 1,115,972 Ordinary Shares of GBP0.01 were
issued by the Company and were allotted for cash at GBP0.02 per
Ordinary Share, credited as fully paid, on the exercise of share
warrants in the Company.
On 14 October 2016, 1,115,972 Ordinary Shares of GBP0.01 were
issued by the Company and were allotted for cash at GBP0.02 per
Ordinary Share, credited as fully paid, on the exercise of
unapproved share options in the Company.
18 SHARE BASED PAYMENTS
The Group currently uses a number of equity settled share plans
to incentivise to its Directors and employees.
The Group operates four share plans:
-- The Fulham Shore Enterprise Management Incentive ("EMI") Share Option Plan;
-- The Fulham Shore Unapproved Share Option Plan ("Unapproved Plan");
-- The Fulham Shore Company Share Option Plan ("CSOP"); and
-- The Fulham Shore Share Incentive Plan ("SIP")
The Group's Share Plans provide for a grant price equal to the
market price of the Company shares on the date of grant. The
vesting period on all Share Plans except the SIP is 3 years with an
expiration date 7 years from the date of grant. Furthermore, share
options are forfeited if the employee leaves the Group before the
options vest unless forfeiture is waived at the discretion of the
Remuneration Committee, if established, or the Board. For the SIP,
the vesting period ranges from 1 day to 3 years with an expiration
date 10 years from the date of grant.
The charge recorded in the financial statements of the Group in
respect of share-based payments is GBP631,000 (2016:
GBP639,000).
The Fulham Shore EMI, Unapproved Plan and CSOP
Outstanding share options under The Fulham Shore EMI, The Fulham
Shore Unapproved Share Option Plan and The Fulham Shore CSOP to
acquire ordinary shares of 1 pence each as at 26 March 2017 are as
follows:
Year Year
ended ended
26 March 27 March
2017 2016
'000 '000
At the beginning of the year 55,625 29,927
Granted during the year 7,200 25,698
Exercised during the year (1,116) -
Lapsed during the year (1,101) -
At the end of the year 60,608 55,625
18 SHARE BASED PAYMENTS (continued)
Weighted average exercise price
Year Year
ended ended
26 March 27 March
2017 2016
GBP GBP
At the beginning of the year 0.08 0.05
Granted during the year 0.18 0.11
Exercised during the year (0.02) -
Lapsed during the year (0.11) -
At the end of the year 0.09 0.08
Outstanding and exercisable share options to acquire ordinary
shares of 1 pence each as at 26 March 2017 under various Group
share plans are as follows:
For the year ended 26 March 2017
Options outstanding Options exercisable
Range of Weighted Weighted
exercise Weighted average Weighted average
prices Number average remaining Number average remaining
of exercise contractual of exercise contractual
shares price life shares price life
'000 GBP months '000 GBP months
EMI
GBP0.02 2,232 0.0200 35 2,232 0.0200 35
GBP0.05 2,779 0.0500 47 2,779 0.0500 47
GBP0.06 9,440 0.0600 55 - - -
14,451 0.0519 50 5,011 0.0366 42
Unapproved
GBP0.05 554 0.0500 47 554 0.0500 47
GBP0.06 13,805 0.0600 55 - - -
GBP0.11 24,673 0.1100 61 - - -
GBP0.1775 293 0.1775 119 - - -
GBP0.1825 2,114 0.1825 111 - - -
41,439 0.0967 62 554 0.0500 47
CSOP
GBP0.1775 907 0.1775 119 - - -
GBP0.1825 3,811 0.1825 111 - - -
4,718 0.1815 113 - - -
18 SHARE BASED PAYMENTS (continued)
For the year ended 27 March 2016
Options outstanding Options exercisable
Range of Weighted Weighted
exercise Weighted average Weighted average
prices Number average remaining Number average remaining
of exercise contractual of exercise contractual
shares price life shares price life
'000 GBP months '000 GBP months
EMI
GBP0.02 2,232 0.02 47 2,232 0.02 47
GBP0.05 2,779 0.05 59 - - -
GBP0.06 9,440 0.06 67 - - -
14,451 0.05 62 2,232 0.02 47
Unapproved
GBP0.02 1,116 0.02 47 1,116 0.02 47
GBP0.05 554 0.05 59 - - -
GBP0.06 13,805 0.06 67 - - -
GBP0.11 25,698 0.11 73 - - -
41,173 0.09 70 1,116 0.02 47
During the year ended 26 March 2017, the market price of
ordinary shares in the Company ranged from GBP0.1525 (2016:
GBP0.11) to GBP0.2235 (2016: GBP0.2275). The share price as at 26
March 2017 was GBP0.1788 (2016: GBP0.1743).
The fair value of the options is estimated at the date of grant
using a Black-Scholes valuation model.
Expected life of options used in the model is based on
management's best estimate, for the effects of non-transferability,
exercise restrictions and behavioural considerations.
Expected volatility was determined by calculating the historical
90 days volatility of the Group's share price over the previous 180
days. The inputs to the Black Scholes model were as follows:
Year Year
ended ended
26 March 27 March
2017 2016
Weighted average expected life 3 years 3 years
Weighted average exercise price 17.75 to 18.25 11
pence pence
Risk free rate 0.50% 0.50%
Expected volatility 32.1% to 40.0% 66.8%
18 SHARE BASED PAYMENTS (continued)
The Fulham Shore SIP
The Fulham Shore SIP was introduced during the year ended 27
March 2015. Outstanding ordinary shares of 1 pence each granted
under The Fulham Shore SIP as at 26 March 2017 are as follows:
Year Year
ended ended
26 March 27 March
2017 2016
'000 '000
At the beginning of the year 591 -
Granted during the year (Free Shares) - 591
At the end of the year 591 591
For the year ended 26 March 2017
SIP shares outstanding SIP shares exercisable
Range of Weighted Weighted
exercise Weighted average Weighted average
prices Number average remaining Number average remaining
of exercise contractual of exercise contractual
shares price life shares price life
'000 GBP months '000 GBP months
Nil 591 - 97 591 - 97
591 - 97 591 - 97
18 SHARE BASED PAYMENTS (continued)
For the year ended 27 March 2016
SIP shares outstanding SIP shares exercisable
Range of Weighted Weighted
exercise Weighted average Weighted average
prices Number average remaining Number average remaining
of exercise contractual of exercise contractual
shares price life shares price life
'000 GBP months '000 GBP months
Nil 591 - 109 591 - 109
591 - 109 591 - 109
The fair value of the SIP shares is estimated at the date of
grant using a Black-Scholes valuation model.
Expected life of SIP shares used in the model is based on
management's best estimate, for the effects of non-transferability,
exercise restrictions and behavioural considerations.
Expected volatility was determined by calculating the historical
90 days volatility of the Group's share price over the previous 180
days. The inputs to the Black Scholes model were as follows:
Year Year
ended ended
26 March 27 March
2017 2016
Weighted average expected life - 3 years
Weighted average exercise price - Nil pence
Risk free rate - 0.50%
Expected volatility - 68.8%
Warrants
Outstanding share warrants in the Company to acquire ordinary
shares of 1 pence each as at 26 March 2017 are as follows:
26 March 27 March
2017 2016
'000 '000
At the beginning of the year 1,116 1,116
Exercised during the year (1,116) -
At the end of the year - 1,116
19 NOTE TO CASH FLOWS STATEMENTS
Group Parent
Year Year Year Year
ended ended ended ended
26 March 27 March 26 March 27 March
2017 2016 2017 2016
GBP'000 GBP'000 GBP'000 GBP'000
Reconciliation of net cash
flows from operating activities
Profit/(loss) before taxation 1,144 423 (583) (899)
Adjustments
Finance income (1) (4) (261) (1)
Finance costs 135 88 209 77
Depreciation and amortisation 3,269 2,772 20 11
Loss on disposal of fixed 2 - - -
assets
Share based payments expense 631 639 199 191
Cost of acquisition 26 405 - -
Operating cash flows before
movements in working capital 5,206 4,323 (416) (621)
Increase in inventories (365) (213) - -
(Increase)/decrease in trade
and other receivables (1,166) 131 19 135
Increase in trade and other
payables 6,866 27 188 542
Cash generated from/(used
in) operations 10,541 4,268 (209) 56
Income taxes paid (268) (550) - -
Net cash flow from operating
activities 10,273 3,718 (209) 56
19 NOTE TO CASH FLOWS STATEMENTS (continued)
Group Parent
Year Year Year Year
ended ended ended ended
26 March 27 March 26 March 27 March
2017 2016 2017 2016
GBP'000 GBP'000 GBP'000 GBP'000
Cash flow from acquisition
of subsidiaries
Consideration paid on acquisition (350) (6,184) - (6,184)
Cash and cash equivalents
acquired with subsidiaries - 340 - -
Cost of acquisition of subsidiary (26) (405) - (405)
Net cash flow from acquisition
of subsidiaries (376) (6,249) - (6,589)
20 COMMITMENTS UNDER OPERATING LEASES
The Group had aggregate minimum lease payments under
non-cancellable operating leases which fall due as follows:
Group Parent company
26 March 27 March 26 March 27 March
2017 2016 2017 2016
GBP'000 GBP'000 GBP'000 GBP'000
Land and buildings
within one year 4,685 3,367 136 2
in two to five years 17,779 12,535 397 -
after five years 41,478 29,772 - -
63,942 45,674 533 2
Others
within one year 21 23 - -
21 23 - -
63,963 45,697 533 2
Included above are certain annual lease commitments relating to
a subsidiary company that have been guaranteed by the parent
company.
Operating lease payments for land and buildings represent rent
payable by the Group for a restaurant property. Leases either
negotiated as a new lease or acquired through lease assignment have
an average term of 20 years and rentals are fixed for an average of
5 years.
21 CAPITAL COMMITMENTS
The Group capital expenditure contracted for but not provided in
the financial statements as follows:
Group Parent company
26 March 27 March 26 March 27 March
2017 2016 2017 2016
GBP'000 GBP'000 GBP'000 GBP'000
Committed new restaurant builds 3,692 1,928 - -
22 RELATED PARTY DISCLOSURES
Other related party transactions
During the period, the Group provided restaurant management or
operation services to the following companies in which DM Page and
NAG Mankarious are directors and shareholders:
Amounts invoiced (including VAT) Group Parent company
Year Year Year Year
ended ended ended ended
26 March 27 March 26 March 27 March
2017 2016 2017 2016
GBP'000 GBP'000 GBP'000 GBP'000
Bukowski Limited (3) 29 - -
Wild Food Ideas Limited 12 19 - -
9 48 - -
Amounts outstanding Group Parent company
at year end
26 March 27 March 26 March 27 March
2017 2016 2017 2016
GBP'000 GBP'000 GBP'000 GBP'000
Bukowski Limited 1 10 - -
Wild Food Ideas Limited 1 3 - -
2 13 - -
22 RELATED PARTY DISCLOSURES (continued)
During the period, the Group was invoiced GBP98,000 (2016:
GBP73,000) for the services of NJ Donaldson and a further GBPNil
(2016: GBP16,000) for corporate finance advisory services by London
Bridge Capital Partners LLP, a company in which NJ Donaldson is a
director, and the balance outstanding at 26 March 2017 was
GBP33,000 (2016: GBPNil).
During the period, the Group was invoiced GBP161,000 (2016:
GBP14,000) for franchise fees and products by Bukowski Limited, a
company in which NAG Mankarious is a director and DM Page and NAG
Mankarious are shareholders. The balance outstanding at 26 March
2017 was GBP21,000 (2016: GBP14,000).
During the period, the Group was invoiced GBP643,000 (2016:
GBP480,000) for restaurant management services by Room 307 Limited,
a company in which NAG Mankarious and NCW Wong are directors and DM
Page, NAG Mankarious and NCW Wong are shareholders. The balance
outstanding at 26 March 2017 was GBP299,000 (2016: GBP45,000).
During the period the Group was invoiced GBP128,000 (2016:
GBP77,000) for information technology services by Restaurants IT
Limited, a company in which NCW Wong is a director and DM Page, NAG
Mankarious and NCW Wong are shareholders. The balance outstanding
at 26 March 2017 was GBP63,000 (2016: GBP19,000).
Transactions between the Company and its subsidiaries
Transactions between the Company and its subsidiaries, which are
related parties, have been eliminated on consolidation. During the
year, the Company provided restaurant management services to the
following subsidiaries:
Amounts invoiced (including VAT)
Parent company
Year Year
ended ended
26 March 27 March
2017 2016
GBP'000 GBP'000
FM98 LTD Limited - 90
10DAS Limited 49 -
The Real Greek Food Company Limited 624 450
Franco Manca 2 UK Limited 794 421
1,467 961
22 RELATED PARTY DISCLOSURES (continued)
During the year the Company also loaned amounts to the following
subsidiaries:
Amounts loaned/(repaid) Parent company
Year Year
ended ended
26 March 27 March
2017 2016
GBP'000 GBP'000
FM98 LTD Limited - (1,380)
10DAS Limited 324 86
The Real Greek Food Company Limited (1,098) (1,894)
Franco Manca 2 UK Limited 3,326 4,605
2,552 1,417
Amounts outstanding
at period end Parent company
26 March 27 March
2017 2016
GBP'000 GBP'000
FM98 LTD Limited - -
10DAS Limited 902 66
The Real Greek
Food Company Limited (2,190) (1,080)
Franco Manca 2
UK Limited 7,072 4,155
5,784 3,141
The Company is a legal guarantor and a party to an agreement in
which 10DAS Limited, a subsidiary company, entered into a new lease
to acquire a restaurant space. The total potential aggregate
minimum lease payments under this guarantee at the end of the
period were GBP1,587,000 (2016: GBP1,712,000). This commitment is
included in the Group disclosure in note 20.
23 ACQUISITION OF FM111 LIMITED
On 25 July 2016, the Group acquired the entire issued share
capital of FM111 Limited for a consideration of GBP350,000 in
cash.
The fair values allocated to the assets and liabilities acquired
as at the date of the acquisition are as follows:
25 July
2016
GBP'000
Property, plant and equipment 350
Total identifiable net assets 350
Goodwill on acquisition -
Total consideration 350
Cost of acquisition
The costs of acquiring FM111 Limited, totalling GBP26,000, have
been recognised in the consolidated statement of comprehensive
income.
Results of the accounting acquiree
The results of the accounting acquiree have been included in the
consolidated statement of comprehensive income since the
acquisition date and has not generated any revenue or profit or
loss for the period. If the accounting acquiree had been a member
of the Group from the beginning of the period, it would not have
generated any revenue or profit or loss for the period.
24 SUBSEQUENT EVENTS
On 31 March 2017, the Group amended and restated its revolving
credit facility agreement of GBP6,000,000 with HSBC Bank PLC by
increasing the facilities to GBP14,250,000 and extending for a term
of four years. On the same date, the Group's overdraft facility was
increase to GBP750,000 and renewed for a year.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR EAEXFFAEXEAF
(END) Dow Jones Newswires
July 12, 2017 02:00 ET (06:00 GMT)
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