13 NOVEMBER 2024
FULLER, SMITH & TURNER
P.L.C.
("Fuller's", the "Company",
or the "Group")
Financial results for the 26
weeks to 28 September 2024
Delivering our strategic
objectives today to grow the business for
tomorrow
Financial and Operational Highlights
|
Unaudited
|
Unaudited
|
Audited
|
|
26 weeks
ended
28
September
|
26 weeks
ended
30
September
|
52 weeks
ended
30
March
|
|
2024
|
2023
|
2024
|
|
£m
|
£m
|
£m
|
Revenue and other
income
|
194.1
|
188.8
|
359.1
|
Adjusted EBITDA1
|
37.6
|
34.8
|
60.8
|
Adjusted profit before tax2
|
17.6
|
14.5
|
20.5
|
Statutory profit before tax
|
29.0
|
14.9
|
14.4
|
Basic earnings per share3
|
37.44p
|
17.65p
|
15.16p
|
Adjusted earnings per share3
|
21.81p
|
17.16p
|
24.48p
|
Dividend per share
|
7.41p
|
6.63p
|
17.75p
|
Net debt excluding lease
liabilities4
|
128.2
|
129.4
|
133.1
|
|
|
|
|
|
|
|
|
| |
1 Earnings before interest, tax,
depreciation, amortisation, profit on disposal of property, plant
and equipment, and separately disclosed items.
2 Adjusted profit before tax is the profit
before tax excluding separately disclosed items.
3 Per 40p 'A' or 'C' ordinary share. Basic
EPS is calculated using earnings attributable to equity
shareholders after tax including separately disclosed items.
Adjusted EPS excludes separately disclosed items.
4 Net debt excluding lease liabilities
comprises cash and short-term deposits, bank overdraft, bank loans,
debenture stock and preference shares.
Financial and Operational Highlights
·
Like for like sales for our Managed Pubs &
Hotels in H1 up 5.2%, demonstrating continued market
outperformance
·
Adjusted profit before tax increased by 21% to
£17.6 million (H1 2024: £14.5 million)
·
Statutory profit before tax of £29.0 million (H1
2024: £14.9 million) - significant increase reflects book profit of
£17.2 million arising from the disposal of The Mad Hatter
hotel
·
Net debt of £128.2 million (H1 2024: £129.4
million) with cash generated from the business, combined with
strategic disposals, invested in enhancing the existing estate,
acquiring Lovely Pubs and financing shareholder returns
·
Interim dividend increased by 12% to 7.41p (H1
2024: 6.63p)
·
Continued share buyback programme, with 1.2
million 'A' shares repurchased in the period. When complete, later
this financial year, the buyback programme will have repurchased
the 6.5 million 'A' shares that were issued in 2021 as part of an
equity placing.
Strategic Highlights
·
An excellent first half of the year with growth
in all areas
o Food like for like sales increased by 5.5%
o Drink like for like sales increased by 4.9%
o Accommodation like for like sales increased by
4.9%
·
Invested £10.0 million across the estate,
including a transformational development at The Head of the River
in Oxford
·
Completed the sale of 37 non-core tenanted pubs
to Admiral Taverns for £18.3 million, resulting in a more
profitable and sustainable tenanted business with average EBITDA
per site up 12%
·
Completed the sale of The Mad Hatter for a total
consideration of £20 million
·
Acquired Lovely Pubs - seven stunning pubs in
affluent Warwickshire villages for £22.5 million
·
Continued significant investment in our bespoke
leadership training programme, Lead Your Way, for our General
Managers and support centre managers, with Head Chefs scheduled to
start in the second half of the year
Current Trading
·
Like for like sales for first 32 weeks of the
year up 5.4%
·
Exciting £20 million capex programme planned for
H2
·
Despite fresh challenges presented by the budget,
we look forward to the future with optimism
Chief Executive Simon Emeny said:
"We
have had a great start to the year - delivering on all five pillars
of our strategy and ensuring that we succeed in our purpose,
to create experiences that
nourish the soul. In our Managed Pubs and Hotels, we have
delivered like for like sales growth of 5.2% - ahead of the
industry's CGA RSM Hospitality Business Tracker on average by two
percentage points - and our adjusted profit before tax has risen by
21%.
"Our
estate is in amazing shape. The sale of 37 non-core tenanted pubs
to Admiral Taverns for £18.3 million, followed by the acquisition
of the Lovely Pubs business on a multiple of 7.25x EBITDA for £22.5
million, gives us 185 outstanding Managed Pubs and Hotels and 153
excellent Tenanted Inns. Without a shadow of doubt, our estate has
never been in such good shape, and we continue to invest to
maintain our quality, with £10 million of capital expenditure in
the first half.
"We
will be investing a further £20 million in our estate during the
second half, including substantial schemes at The Drayton Court in
West Ealing, The Chamberlain in the City and the Bel & The
Dragon in Odiham. We also continue to look at appropriate
opportunities to drive our long-term strategy of growing the
estate.
"Following our strong first half results, we have continued
to build on our momentum with like for like sales for the 32 week
period rising by 5.4%. This sustained underlying performance,
combined with the added benefit from our Lovely Pubs acquisition
and encouraging Christmas bookings up 15%, provides us with
confidence that we are on track to meet current market expectations
for the financial year.
"In
summary, everything that is in our control is going well. We have
an outstanding, predominately freehold, well-invested estate, a
driven and motivated team - who are supported by continuous
development - and a clear, consistent strategy. We are in excellent
shape, and despite the fresh challenges presented by the
Chancellor's recent budget, we remain positive and optimistic about
the future."
-Ends-
For further information, please contact:
Fuller, Smith & Turner
P.L.C.
Simon Emeny, Chief
Executive
020 8996 2000
Neil Smith, Finance
Director
020 8996 2000
Georgina Wald, Corporate Comms
Manager
020 8996 2198
Instinctif Partners
Justine
Warren
020 7457 2010
Forthcoming dates in the financial
calendar:
Interim dividend payment: 2 January
2025
Trading update: 15 January
2025
Full year results announcement FY
2025: 11 June 2025
AGM: 22 July 2025
Half year results announcement FY
2026: 12 November 2025
Notes to Editors:
Fuller, Smith &
Turner PLC is the premium pubs and hotels business that is famous
for beautiful and inviting pubs with delicious fresh food, a
vibrant and interesting range of drinks, and engaging service from
passionate people. Our purpose in life is to create experiences
that nourish the soul.
Fuller's has 185 managed businesses, with 1,025 boutique bedrooms,
and 153 Tenanted Inns. The Fuller's pub estate stretches from
Brighton to Birmingham and from Bristol to the Greenwich
Peninsula. Our Managed Pubs and Hotels include Cotswold Inns
& Hotels - seven stunning hotels in the Cotswolds, Bel &
The Dragon - six exquisite modern English inns with boutique rooms
located in the Home Counties, and Lovely Pubs - seven beautiful
village inns in Warwickshire. In summary, Fuller's is the home of
great pubs, outstanding hospitality and passionate people, where
everyone is welcome and leaves that little bit happier than they
arrived.
Photography is available
from the Fuller's Press Office on 020 8996 2000 or by email
at pr@fullers.co.uk.
This statement will be
available on the Company's website,
www.fullers.co.uk.
An accompanying presentation will be available from 12 noon on 13
November 2024.
FULLER, SMITH & TURNER
P.L.C.
FINANCIAL RESULTS FOR THE 26
WEEKS ENDED 28 SEPTEMBER 2024
CHAIRMAN'S
STATEMENT
It
has been a very successful first half to the new financial year.
Simon Emeny and the team have delivered great results and a
fantastic new addition to the Fuller's family, in the form of
Lovely Pubs.
Our
superb estate, with many iconic pubs in great locations, has always
been the centrepiece of Fuller's success. The recent changes we
have made through the sale of our non-core Tenanted pubs to Admiral
Taverns and the acquisition of Lovely Pubs - seven stunning sites
that sit neatly within the geographic boundaries of our estate -
mean that our portfolio of pubs and hotels is the best it has ever
been.
But
it is not the pubs that make Fuller's successful - that is thanks
to our amazing people. I take real pride in seeing the investments
we make, at all levels, to ensure we recruit, retain and develop
them. They make the difference to our customers and, therefore, to
our results and I would like to take this opportunity to personally
thank them for their continued hard work and dedication. They are a
source of inspiration to us all.
In
addition, I am delighted that we have continued with our share
buyback programme. It has been a great use of capital and once
completed we will have successfully repurchased the 6.5 million 'A'
shares that were issued in 2021 as part of an equity placing. As at
28 September 2024, we had completed 66% of the planned repurchases
at an average price of £6.03, which represents a 27% discount to
the £8.30 price of the equity placing.
The
Chancellor's recent budget gave me cause to reflect that, over the
years, we have seen our wonderful industry plundered for an
ever-increasing amount of tax - and once again, history has
repeated itself. While other sectors replace human interaction with
automated systems, hospitality continues to provide an introduction
to the working environment not just for future publicans and
hoteliers - but also the business leaders and, indeed, politicians
of tomorrow.
The
changes to Employers' National Insurance, coming on top of the
cumulative impact of other wage and business rate increases, will
cause particular pain, and has been brought about by the
Chancellor's inadvisable promise not to increase taxes on
individuals. The Chancellor's actions are a direct attack on
those labour-intensive industries that are the lifeblood of
our economy, whilst leaving the large City institutions, that can
afford to pay their share, almost completely untouched. The
unintended consequences of these actions will be to drive inflation
higher, put pressure on wages, and will drive many businesses to
the wall. I hope the Government will reflect on its decisions and
appreciate the incredible contribution hospitality, farming, and
small businesses make to so much more than just the Treasury
coffers.
DIVIDEND
The
Board is pleased to announce an interim dividend of 7.41p (H1 2024:
6.63p) per 40p 'A' and 'C' ordinary share and 0.741p (H1 2024:
0.663p) per 4p 'B' ordinary share. This will be paid on 2 January
2025 to shareholders on the share register as at 13 December
2024.
Michael Turner
Chairman
12 November 2024
CHIEF EXECUTIVE'S
REVIEW
OVERVIEW
We
have had a great start to the year - delivering on all five pillars
of our strategy and ensuring that we succeed in our purpose,
to create experiences that
nourish the soul. In our Managed Pubs and Hotels, we have
delivered like for like sales growth of 5.2% - ahead of the
industry's CGA RSM Hospitality Business Tracker on average by two
percentage points - and our adjusted profit before tax has risen by
21%.
Our
estate is in amazing shape. The sale of 37 non-core tenanted pubs
to Admiral Taverns for £18.3 million, followed by the acquisition
of the Lovely Pubs business on a multiple of 7.25x EBITDA for £22.5
million, gives us 185 outstanding Managed Pubs and Hotels and 153
excellent Tenanted Inns. Without a shadow of doubt, our estate has
never been in such good shape, and we continue to invest to
maintain our quality, with £10 million of capital expenditure in
the first half. In addition, the sale of The Mad Hatter for a total
consideration of £20 million ensures that we still have a strong
balance sheet to allow us to take advantage of further organic and
inorganic opportunities, in line with our capital allocation
framework.
TRADING UPDATE
Alongside this proactive portfolio management, our core
estate has performed well in the first six months with like for
like increases in food, drink and accommodation. Supported by
excellent marketing and digital communications, our offer is
resonating well with our customers. The work undertaken to drill
down even further into the behaviours of our core customers and
targeting the right marketing to the right people at the right
time, is delivering good results.
We
have always been a Company with a long-term vision and a robust and
stable strategy. We aim to achieve our goals by delighting our
customers, inspiring our people, enhancing our estate, evolving our
business and owning our impact - and we have made good progress
across all these areas.
Delighting our Customers
While
we have always focused on giving our customers great reasons to
visit - through delicious, locally-sourced, freshly cooked food on
the menu, an interesting range of drinks on the bar, and by hosting
innovative events which attract new and existing customers alike -
we have made excellent progress in honing and improving the way we
communicate these.
This
process starts by having a comprehensive and detailed knowledge of
our key customer groups. Across the business, we understand which
customer personas frequent which of our various styles of pub, and
by using Wi-Fi, social media and till data, combined with an
understanding of our customers' spending patterns and behaviours,
we can deliver excellent and relevant reasons to visit, tailored to
our customers' preferences, which build loyalty and maximise
spend.
Through this process, we can help our pubs to create
memorable, stylish and relevant events and promote them through our
customer database - optimising this commercially significant
channel. We have 1.7 million contactable customers on the database
and another 3.1 million who are socially available and can be
communicated with via Instagram, Facebook and LinkedIn.
Underpinning this, our digital infrastructure enables us to
monitor customer behaviour, and as we refine our understanding of
what drives success, we will continue to increase sales and attract
similar customers. The final piece of this jigsaw comes through
delivering engaging content with beautiful and captivating visuals
through online advertising and social media posts, so we can
effectively target both existing customers and future lookalike
audiences with a similar guest profile.
Growing our Business
During the period, we have seen growth in all areas - food,
drink and accommodation. Food like for like sales have risen by
5.5% and drink by 4.9%. Accommodation like for like revenue is up
4.9%, while RevPAR has risen by 6% and our Average Room Rate has
increased to £138 (H1 2024: £127).
We
have seen a real emphasis on the finer details of our food offering
to ensure menus are developed with customer needs in mind. This, in
turn, has improved the marketability of our excellent dishes and
our recently launched Sunday Roast campaign - Sunday's Pride - in which we are
returning this pub classic to hero status, is a great example and
plays to our strengths.
Looking at the way our customers spend, and the places in
which they choose to do so, has also opened new opportunities and
encouraged us to push initiatives we know our customers like - such
as prix fixe menus across some of our rural estate. It is early
days, but we are excited by the opportunity to use this to build
lunch and early evening trade. Running a similar offer across a
number of sites also allows us to better leverage marketing
opportunities such as paid social media.
In
the drinks arena, we have continued to build on our premium drinks
range and one of the outcomes of this is a continued growth in
cocktail sales. Total sales have risen in the period by 6.7%
against prior year. Cocktails now account for a third of our
spirits sales and the value of our cocktail sales has grown by 271%
since pre-Covid. This illustrates the premium nature of our
customer base and our ability to deliver the quality drinks they
seek.
We
have accelerated sales through the use of Attensi, our online
training platform, to ensure our teams are constantly up to date
with the latest perfect serves and are regularly reminded of some
of the fundamentals. During the period, we launched a new cask ale
campaign - building sales in an area where the authenticity of our
heritage plays to our advantage. We have supported this with a
consumer campaign (#OnlyInThePub) targeting a younger demographic,
featuring beautiful imagery and targeted online ads, reinforced
with information and training. It is supporting cask ale sales and,
in those sites where the majority of team members have completed
the online training, sales are a further 5% ahead.
Accommodation continues to perform well, and we have invested
in sites like The Head of the River in Oxford to build on the
continued increase in international tourism. Our work to drive
direct bookings continues to be successful and the return of large
events such as Taylor Swift at Wembley have helped to drive sales
too. We expect the Oasis and Coldplay concerts next year to do the
same. We will also be investing in a number of our hotel sites in
the second half of the financial year to ensure we continue to
advance the quality of our accommodation offer.
Inspiring our People
We
have undertaken one of the biggest leadership training programmes
in our history over the last 12 months with our Lead Your Way programme. The
investment in this industry-leading programme is substantial - with
the course running over a six-month period. All of our General
Managers have either started or completed the course. We are now
rolling it out to our support centre managers at Pier House and, in
the second half of the year, our Head Chefs will also be joining
the programme.
We
are investing further in our development kitchen site at Reading,
creating the Fuller's Kitchen Academy - a focal point for training
and development that will inspire our people, enhance recruitment
and retention and drive ever higher levels of creativity and
service.
We
are already seeing great results from the investments we make in
our people - in their development, their welfare and the package
and benefits we offer - as our labour turnover has reduced by a
third over the last two years.
Enhancing our Estate
Our
estate has never been in better shape thanks to the actions we have
taken over the last two years. The transfer of 23 managed pubs to
our Tenanted Inns division, followed by the sale of 37 tenanted
pubs to Admiral Taverns has left us with a first-class tenanted
estate and the addition of the beautiful Lovely Pubs estate to our
Managed Pubs and Hotels division, has enhanced this part of our
business.
The
Lovely Pubs estate consists of seven outstanding pubs, of which six
are freehold, set in beautiful, affluent Warwickshire villages.
They fit perfectly with Fuller's - having an offer that is set
around outstanding customer service, delicious freshly-cooked food
and a premium drinks range, and one, The Baraset Barn in Alveston,
has 16 bedrooms. The pubs will be earnings enhancing in their first
year of acquisition and we are both delighted and excited to
welcome the business to the Fuller's family.
We
have continued to invest in our core estate too, with £8.5 million
invested across our Managed Pubs and Hotels including two major
schemes at The Carpenters Arms in Sunninghill and The Head of the
River in Oxford, where we transformed the hotel rooms and the
adjoining pub with its large riverside garden.
We
have always invested ahead of the curve - renovating our properties
to ensure we stay at the top of our game. The Head of the River was
refurbished at the start of the new financial year, ensuring it was
ready for the arrival of the summer tourist trade and in a position
to command a substantially higher room rate. The Carpenters Arms is
a pub we acquired in March 2022 in the affluent suburb of
Sunninghill near Ascot. It is well-known locally for its French
restaurant - as well as having a traditional pub that shows a wide
range of live sport. We have invested in both of these discrete
parts of the pub, as well as in the lovely garden, and added
touches that help to define the different areas to improve the
overall customer experience.
We
have an exciting programme of investments to come - and expect to
spend circa £18 million on our Managed Pubs and Hotels in the
second half. These include large schemes at The Chamberlain Hotel
in the City of London, and the Bel & The Dragon in Odiham. We
will also be carrying out a substantial investment at The Drayton
Court in West Ealing, where we are already on site, and which
benefits from being next to the newly opened Elizabeth Line station
with its excellent access to Central London and
Heathrow.
Life is too good to
waste
We
are making good progress on the journey to our Net Zero target for
Scope 1 & 2 emissions by 2030 and Scope 3 emissions by 2040. We
have also successfully reduced our overall energy consumption
during the period, with gas usage down 1.2% and electricity usage
down 1.5%.
Following a successful trial of Grassroots beef - from cows
that are farmed using a farming process that is kinder to the
environment - we are now rolling it out across our Cotswolds Inns
& Hotels and into a small number of Fuller's pubs. Grassroots
uses 52% less carbon than traditional beef farming methods, the
quality of the meat is exceptional, and we expect to roll this out
further over time.
We
have also continued to roll out our programme of electrifying our
kitchens, and we have our first fully-electric hotel, The Head of
the River in Oxford. We have also installed our first two rapid EV
charging points, at The Hampshire Hog in Clanfield. We already have
EV charging points at a number of sites, but these rapid chargers
can recharge a standard car in less than an hour. We hope this will
encourage customers to pop in for a coffee or a sandwich -
recharging the soul at the same time as the car!
Our
annual inclusive football match, which we hold with our main
charity partner Special Olympics GB, raised £21,000 and we have
matched fund raising activities from a larger number of team
members than ever before.
Finally, we have rolled out our new "Call Time on It" initiative - aimed at
ensuring all our team members feel safe, cared for, and respected.
"Call Time on It" ensures
that we all know what is and isn't acceptable, in terms of language
and behaviour, and are there to speak up when things aren't quite
right. Whatever form it takes, if it makes someone feel
uncomfortable - we are determined to call time on it.
TENANTED
INNS
Our
Tenanted Inns have had a good start to the year with revenues up 7%
and operating profit increasing to £7.5 million (H1 2024: £6.9
million). Some of this growth has arisen from our proactive asset
management described earlier, which has resulted in a further
strengthening of the quality of the tenanted estate. Average EBITDA
per Tenanted pub has increased by 12% year on year, and we are
excited about the future for this part of the business.
We
recruit entrepreneurial Tenants and are currently at 96% occupancy.
We have good relationships with our Tenants and will be rolling out
a new online support hub in the second half. This will serve as a
centralised resource for Tenants with helpful information on a
whole range of topics including compliance, risk assessments,
marketing support, training and wellbeing. It will bring
everything, including ordering, together in one place, making life
easier for our busy Tenants. We will also be rolling out new
websites across the Tenanted Inns estate.
A
good relationship is crucial to the success of both parties - and
we further encourage, support and develop this through tools such
as our Community Support Initiative. This half alone we have
supported 36 community events in the Tenanted Inns estate. We also
continue to invest capital alongside our Tenants with £1.5 million
invested in the first half and a similar amount earmarked for the
second half.
FINANCIAL
REVIEW
We
are pleased to have delivered another strong set of financial
results, reflecting six months of significant progress, with
adjusted profit before tax growing by 21% to £17.6 million (H1
2024: £14.5 million).
As
well as growing profits, we have delivered on our capital
allocation framework through investment in the estate, returns to
shareholders and enhancing the estate through acquisitions while
reducing net debt and leverage. In the first half, we paid a
dividend of £6.5 million to shareholders and £8.4 million was used
for share buybacks as part of our ongoing share buyback programme.
This amounts to a total return to shareholders of £14.9 million in
the period, an increase of 55% on the prior period.
We
have had a busy first half enhancing the estate. We have invested a
total of £10 million in our existing properties, including 20
significant projects with a further £20 million of investment
planned in the second half of the year. We also completed the sale
of The Mad Hatter, Southwark for £20 million (£17 million received
in the period with a further £3 million to come in due course), and
we sold 37 non-core pubs to Admiral Taverns for £18.3 million.
These proceeds have been reinvested in acquiring the high quality,
largely freehold, Lovely Pubs business for an enterprise value of
£22.5 million. This proactive portfolio management, coupled with
the 23 pubs transferred from Managed to Tenanted in the prior year,
leaves us with a great pub and hotel estate which is in a strong
financial position and yielding improving returns.
Managed Pubs and Hotels like for like sales increased by 5.2%
on the prior period, outperforming the market. Total revenue in the
Managed Pubs and Hotels division increased by 2.4% on the prior
period. This headline growth is affected by the transfer of 23 pubs
from Managed to Tenanted over the course of the last financial
year. Excluding these transfers, total managed revenue increased by
6.0%. All categories of revenue showed significant like for like
growth against the prior period, with food sales up by 5.5%, drink
sales up by 4.9% and accommodation sales up by 4.9%.
As
well as growing revenue, profitability within our managed business
also improved with operating margins growing from 14.7% to 15.7%.
This was in part helped by the continued reduction in utility costs
through lower energy consumption and unit rate reductions, but much
of the decrease was delivered through continued focus on cost
management. In particular, food margins significantly improved
through cost deflation and enhanced menu development. This resulted
in an increase in adjusted operating profit of £2.3 million from
£25.4 million to £27.7 million.
Tenanted Inns revenue improved by 7% from £16.3 million to
£17.5 million and operating profit increased by 9% from £6.9
million to £7.5 million. As a result of enhanced underlying trading
and the active estate management in the current and prior year, we
have seen a 12% increase in the average EBITDA per tenanted
pub.
The
Group has unsecured banking facilities of £200 million, split
between a revolving credit facility of £110 million and a term loan
of £90 million. These facilities are committed through to May 2027.
The Group also has £20 million of debentures which are due for
repayment in 2028. The Group's undrawn committed facilities at 28
September 2024 were £81.3 million, with a further £11.0 million of
cash held on the Balance Sheet. Net debt (excluding leases) was at
£128.2 million (H1 2024: £129.4 million) which was down £4.9
million from the net debt position at year end (FY2024: £133.1
million). At 28 September 2024, the Group's ratio of net debt to
EBITDA was 2.3 times (H1 2024: 2.6 times). With significant
headroom on facilities and covenants, we have the scope to seek
further opportunities, in line with our capital allocation policy,
when they arise.
Adjusted finance costs decreased to £6.6 million (H1 2024:
£6.9 million) despite the average cost of borrowing remaining high
at 7.6% due to the Bank of England base rates. The reduction from
the prior year was partly due to the repayment of the £6 million
debenture in December 2023, which accrued interest at 10.7%, and
was aided by effective cash management, which delivered lower
average debt than in the previous period. The Group has a
zero-premium interest cap and collar over £60 million of the term
facility. This instrument is in place for a three-year period to
September 2025 to hedge some of the variability in interest rates.
The Group sold a floor of 310bps and bought a cap of 500bps, which
gave some protection while the Bank of England interest rate was at
525bps.
Separately disclosed items before tax was a credit of £11.4
million (H1 2024: £0.4 million credit), which principally consists
of the profit on disposal of The Mad Hatter of £17.2 million, net
of an impairment charge of £6.4 million, of which £5.4 million is
in relation to the write down of 12 properties and a further £1.0
million on the write down of goodwill.
Tax
has been provided at an effective rate before separately disclosed
items of 27.8% (H1 2024: 28.3%). The decrease in effective tax rate
is mainly due to the increased profit before tax and credit for
future tax relief on employee share acquisition. Disclosure on tax
is set out in note 5.
The
net impact of these items has resulted in basic earnings per share
increasing by 19.79p to 37.44p (H1 2024: 17.65p) and adjusted
earnings per share increasing by 4.65p to 21.81p (H1 2024:
17.16p).
The
growth in earnings per share has enabled the Group to declare an
interim dividend of 7.41p (H1 2024: 6.63p), which is an increase of
12% on last year. This level of dividend growth is in line with our
desire to follow a progressive pathway to a normalised dividend
cover in excess of 2.5 times. In addition to the dividend, the
Group continues to buy back shares as part of a 6.5 million share
buyback programme with 1.2 million shares repurchased in the
period. As at 28 September 2024, the Group had bought back a total
of 4.3 million shares at an average price of £6.03 since September
2022.
The
surplus on the defined benefit pension schemes has increased by
£3.0 million from the year end and is now showing an accounting
surplus of £20.3 million (30 March 2024: surplus £17.3 million, 30
September 2023: surplus £13.1 million). This is predominately due
to an increase in discount rate from 4.85% to 5.10%, resulting in a
decrease in the present value of the scheme liabilities. As the
Group has an unconditional right to refund under the pension trust
deed, an asset has been recognised at 28 September 2024.
CURRENT TRADING AND
OUTLOOK
Following our strong first half results, we have continued to
build on our momentum with like for like sales for the 32 week
period rising by 5.4%. This sustained underlying performance,
combined with the added benefit from our Lovely Pubs acquisition
and encouraging Christmas bookings up 15%, provides us with
confidence that we are on track to meet current market expectations
for the financial year.
We
will be investing a further £20 million in our estate during the
second half, including substantial schemes at The Drayton Court in
West Ealing, The Chamberlain in the City and at the Bel & The
Dragon in Odiham. We also continue to look at appropriate
opportunities to drive our long-term strategy of growing the
estate.
In
summary, everything that is in our control is going well. We have
an outstanding, predominately freehold, well-invested estate, a
driven and motivated team - who are supported by continuous
development - and a clear, consistent strategy. We are in excellent
shape, and despite the fresh challenges presented by the
Chancellor's recent budget, we remain positive and optimistic about
the future.
Simon Emeny
Chief Executive
12 November 2024
Condensed Group Cash Flow
Statement
For the 26 weeks ended 28
September 2024
|
Note
|
Unaudited
26 weeks
ended
28 September
2024
£m
|
Unaudited
26 weeks
ended
30
September 2023
£m
|
Audited
52 weeks
ended
30
March
2024
£m
|
Profit before tax
|
|
29.0
|
14.9
|
14.4
|
Net finance costs before
separately disclosed items
|
4
|
6.6
|
6.9
|
14.0
|
Separately disclosed
items
|
3
|
(11.4)
|
(0.4)
|
6.1
|
Depreciation and
amortisation
|
2
|
13.4
|
13.4
|
26.3
|
|
|
37.6
|
34.8
|
60.8
|
Difference between pension charge
and cash paid
|
|
(1.4)
|
(1.2)
|
(2.6)
|
Share-based payment
charges
|
|
0.7
|
1.1
|
1.7
|
Change in trade and other
receivables
|
|
(1.1)
|
(1.0)
|
0.6
|
Change in inventories
|
|
-
|
0.2
|
0.2
|
Change in trade and other
payables
|
|
(9.7)
|
(3.4)
|
6.9
|
Cash impact of operating
separately disclosed items
|
3
|
(0.7)
|
1.2
|
1.7
|
Cash generated from operations
|
|
25.4
|
31.7
|
69.3
|
Tax paid
|
|
(1.4)
|
-
|
(1.0)
|
Cash generated from operating activities
|
|
24.0
|
31.7
|
68.3
|
Cash flow from investing activities
|
|
|
|
|
Purchase of property, plant and
equipment
|
|
(31.1)
|
(9.0)
|
(27.2)
|
Sale of property, plant and
equipment and assets held for sale
|
|
36.4
|
0.1
|
-
|
Net cash inflow/(outflow) from investing
activities
|
|
5.3
|
(8.9)
|
(27.2)
|
Cash flow from financing activities
|
|
|
|
|
Purchase of own shares
|
|
(8.4)
|
(3.5)
|
(12.4)
|
Receipts on release of own shares
to option schemes
|
|
0.1
|
-
|
0.5
|
Interest paid
|
|
(5.0)
|
(5.1)
|
(10.4)
|
Preference dividends
paid
|
|
(0.1)
|
(0.1)
|
(0.1)
|
Equity dividends
paid
|
|
(6.5)
|
(6.1)
|
(10.0)
|
(Repayment)/drawdown of bank
loans
|
|
(6.3)
|
(7.0)
|
4.5
|
Payment of loan arrangement
fees
|
|
-
|
(0.4)
|
(0.4)
|
Repayment of debenture
|
|
-
|
-
|
(6.0)
|
Principal elements of lease
payments
|
10
|
(4.3)
|
(4.5)
|
(8.7)
|
Net cash outflow from financing activities
|
|
(30.5)
|
(26.7)
|
(43.0)
|
Net movement in cash and cash equivalents
|
10
|
(1.2)
|
(3.9)
|
(1.9)
|
Cash and cash equivalents at the
start of the period
|
|
12.2
|
14.1
|
14.1
|
Cash and cash equivalents at the end of the
period/year
|
10
|
11.0
|
10.2
|
12.2
|
Notes to the Condensed Financial
Statements
For the 26 weeks ended 28
September 2024
1. Half Year Report
Basis of
Preparation
The half year financial statements
for the 26 weeks ended 28 September 2024 have been prepared in
accordance with the Disclosure and Transparency Rules ("DTRs") of
the Financial Conduct Authority and with International Accounting
Standard ("IAS") 34, Interim Financial Reporting and should be read
in conjunction with the Annual Report and Financial Statements for
the 52 weeks ended 30 March 2024.
The half year financial statements
do not constitute full accounts as defined by Section 434 of the
Companies Act 2006. The figures for the 52 weeks ended 30 March
2024 are derived from the published statutory accounts. Full
accounts for the 52 weeks ended 30 March 2024, including an
unqualified auditor's report which did not make any statement under
Section 498 of the Companies Act 2006, have been delivered
to the Registrar of Companies.
The Directors have adopted the
going concern basis in preparing these accounts after assessing the
Group's principal risks and uncertainties as previously disclosed
in the Group's latest Annual Report. The continued uncertainty over
the UK economy makes it difficult to forecast the future financial
performance and cash flows of the Group. When assessing the ability
of the Group to continue as a going concern, the Directors have
considered the pattern of trading in the first half of the
financial year, the possibility of further trading disruptions
caused by the tube strikes and the impact of rising staff costs.
The Directors are confident that the Group has sufficient liquidity
to withstand these ongoing challenges for the 12-month going
concern assessment period to November 2025 (the 'going concern
period').
As at 28 September 2024, the Group
Balance Sheet comprises pubs and hotels of which 87% are freehold
properties and has available headroom on facilities of £81.3
million in addition to £11.0 million of cash and resulting net debt
of £128.2 million (excluding leases). The Group has unsecured
banking facilities of £200 million, split between a revolving
credit facility of £110 million and a term loan of £90 million.
Under the facilities agreement, the covenant suite (tested
quarterly) consist of net debt to adjusted EBITDA (leverage) and
adjusted EBITDA to net finance charges.
The Group has modelled financial
projections for the going concern period, which is defined as the
12-month period from the date of approval of these financial
statements to 22 November 2025, based upon two scenarios, the 'base
case' and the 'downside case'. The base case is the Board approved
FY2025 forecast as well as the first eight months of the FY2026
plan which forms part of the Board approved three-year plan. The
base case assumes that sales will continue to grow, but with modest
food and drink volume growth. The base case also assumes that food
and drink inflationary pressures continue to ease and inflation
returns to normalised levels. However, the base case assumes that
staff costs will be impacted by National Living Wage increases as
presented in the Chancellor's Budget, resulting in continued wage
inflation across all job roles. The base case scenario indicates
that the Group will have sufficient resources to continue to settle
its debts as they fall due and operate well within its covenants
for the going concern assessment period.
The Group has also modelled a
'downside case' which assumes that food and drink volume reduces
sales revenue by 10% in FY2025 and 5% in FY2026 from the 'base
case', staff cost inflation will rise higher than forecasted in the
'base case' and the Group will be impacted by additional tube and
train strikes during our busy Christmas trading period. In this
'downside case', management would implement mitigating actions such
as a reduction of capital expenditure and other property spend to
essential maintenance and a decrease in bonus pay out. Under this
scenario, the Group would still have sufficient resources to settle
liabilities as they fall due and headroom on its covenants through
the duration of the period.
The Group has also performed a
reverse stress test to assess at which point the Group would breach
its covenants or not have sufficient liquidity in the assessment
period. The reduction in sales or increase in costs to breach the
covenant is thought to be too remote that those scenarios are
considered implausible.
Under both the base and downside
scenarios modelled, the Group would have sufficient headroom on its
facilities throughout the going concern assessment period.
Additionally, under the downside scenario there are further
mitigating actions which the Group has in its control to either
improve EBITDA or reduce net debt, such as further reduction in
capital investment and bonuses, and the disposal of licensed and
unlicensed properties.
After due consideration of the
matters set out above, the Directors are satisfied that there is a
reasonable expectation that the Group has adequate resources to
continue in operational existence for the going concern assessment
period to November 2025 and have therefore adopted the going
concern basis in the preparation of these financial
statements.
The half year financial statements
were approved by the Directors on 12 November 2024.
New Accounting
Standards
The accounting policies adopted in
the preparation of the half year financial statements are
consistent with those followed in the preparation of the Group's
annual consolidated financial statements for the 52 weeks ended 30
March 2024. The Group has not early adopted any standard,
interpretation or amendment that has been issued but is not yet
effective.
Taxation
Taxes on income in the interim
periods are accrued using the tax rate that is expected to be
applicable to total annual earnings for the full year in each tax
jurisdiction based on substantively enacted or enacted tax rates
at the interim date.
2. Segmental Analysis
Unaudited - 26 weeks ended
28 September 2024
|
Managed
Pubs
and Hotels
£m
|
Tenanted
Inns
£m
|
Unallocated1
£m
|
Total
£m
|
Revenue
|
|
|
|
|
Sales of goods and
services
|
155.0
|
12.7
|
-
|
167.7
|
Accommodation income
|
20.9
|
-
|
-
|
20.9
|
Total revenue from contracts with customers
|
175.9
|
12.7
|
-
|
188.6
|
Rental income
|
0.7
|
4.8
|
-
|
5.5
|
Revenue
|
176.6
|
17.5
|
-
|
194.1
|
Segment result
|
27.7
|
7.5
|
(11.0)
|
24.2
|
Operating separately disclosed
items
|
|
|
|
(7.8)
|
Operating profit
|
|
|
|
16.4
|
Profit on disposal of
properties
|
|
|
|
18.8
|
Net finance costs
|
|
|
|
(6.2)
|
Profit before tax
|
|
|
|
29.0
|
Other segment information
|
|
|
|
|
Additions: property, plant and
equipment
|
30.3
|
1.5
|
0.1
|
31.9
|
Depreciation and
amortisation
|
11.4
|
1.6
|
0.4
|
13.4
|
Impairment of property and
intangible assets
|
6.4
|
-
|
-
|
6.4
|
Adjusted EBITDA
|
39.1
|
9.1
|
(10.6)
|
37.6
|
Unaudited - 26 weeks ended
30 September 2023
|
Managed
Pubs
and
Hotels
£m
|
Tenanted
Inns
£m
|
Unallocated1
£m
|
Total
£m
|
Revenue
|
|
|
|
|
Sales of goods and
services
|
151.9
|
11.8
|
-
|
163.7
|
Accommodation income
|
19.8
|
-
|
-
|
19.8
|
Total revenue from contracts with customers
|
171.7
|
11.8
|
-
|
183.5
|
Rental income
|
0.8
|
4.5
|
-
|
5.3
|
Revenue
|
172.5
|
16.3
|
-
|
188.8
|
Segment result
|
25.4
|
6.9
|
(10.9)
|
21.4
|
Operating separately disclosed
items
|
|
|
|
-
|
Operating profit
|
|
|
|
21.4
|
Profit on disposal of
properties
|
|
|
|
-
|
Net finance costs
|
|
|
|
(6.5)
|
Profit before tax
|
|
|
|
14.9
|
Other segment information
|
|
|
|
|
Additions: property, plant and
equipment
|
6.4
|
1.7
|
0.1
|
8.2
|
Depreciation and
amortisation
|
11.7
|
1.4
|
0.3
|
13.4
|
Impairment of property
|
1.3
|
0.2
|
-
|
1.5
|
Adjusted EBITDA
|
37.1
|
8.3
|
(10.6)
|
34.8
|
|
|
|
|
| |
Audited - 52 weeks ended
30 March 2024
|
Managed
Pubs
and
Hotels
£m
|
Tenanted
Inns
£m
|
Unallocated1
£m
|
Total
£m
|
Revenue
|
|
|
|
|
Sale of goods and
services
|
288.1
|
24.1
|
-
|
312.2
|
Accommodation income
|
35.5
|
-
|
-
|
35.5
|
Total revenue from contracts with customers
|
323.6
|
24.1
|
-
|
347.7
|
Rental income
|
1.7
|
9.7
|
-
|
11.4
|
Revenue
|
325.3
|
33.8
|
-
|
359.1
|
Segment result
|
41.6
|
13.7
|
(20.8)
|
34.5
|
Operating separately disclosed
items
|
|
|
|
(6.8)
|
Operating Profit
|
|
|
|
27.7
|
Profit on disposal of
properties
|
|
|
|
-
|
Net finance costs
|
|
|
|
(13.3)
|
Profit before tax
|
|
|
|
14.4
|
Other segment information
|
|
|
|
|
Additions: property, plant and
equipment
|
23.0
|
3.9
|
0.1
|
27.0
|
Depreciation and
amortisation
|
22.4
|
3.0
|
0.9
|
26.3
|
Impairment of property,
right-of-use assets net of reversal of impairments
|
5.1
|
3.2
|
-
|
8.3
|
Adjusted EBITDA
|
64.0
|
16.7
|
(19.9)
|
60.8
|
1 Unallocated expenses
represent primarily the salary and costs of central management and
support services. Unallocated capital expenditure relates to
additions to the support centre and central systems.
3. Separately Disclosed Items
|
Unaudited
26 weeks
ended
28 September
2024
£m
|
Unaudited
26 weeks
ended
30
September 2023
£m
|
Audited
52 weeks
ended
30
March
2024
£m
|
Amounts included in operating profit:
|
|
|
|
Impairment of properties,
right-of-use assets and intangible assets net of reversals of
impairment
|
(6.4)
|
(1.5)
|
(8.3)
|
Insurance and legal
claims
|
(0.7)
|
0.4
|
0.4
|
VAT provision release
|
-
|
1.1
|
1.1
|
Acquisition costs
|
(0.7)
|
-
|
-
|
Total separately disclosed items included in operating
profit
|
(7.8)
|
-
|
(6.8)
|
Profit on disposal of properties
|
18.8
|
-
|
-
|
Separately disclosed finance costs:
|
|
|
|
Finance credit on net pension
surplus (note 11)
|
0.4
|
0.4
|
0.7
|
Total separately disclosed finance credits
|
0.4
|
0.4
|
0.7
|
Total separately disclosed items before tax
|
11.4
|
0.4
|
(6.1)
|
Separately disclosed tax:
|
|
|
|
Profit on disposal of
properties
|
(2.7)
|
-
|
-
|
Other items
|
0.4
|
(0.1)
|
0.5
|
Total separately disclosed tax
|
(2.3)
|
(0.1)
|
0.5
|
Total separately disclosed items
|
9.1
|
0.3
|
(5.6)
|
The impairment charge of £6.4
million (30 September 2023: £1.5 million, 30 March 2024: £8.3
million) relates to the write down to their recoverable value of
nine properties (£3.9 million), three assets held for sale
properties (£1.5 million) and the write down of goodwill (£1.0
million).
The insurance and legal claims of
£0.7 million relates to the settlement of a legal
dispute.
The acquisition costs of £0.7
million are professional fees incurred as part of the acquisition
of Lovely Pubs, refer to Note 8 for further detail.
The cash impact of operating
separately disclosed items before tax for the 26 weeks ended 28
September 2024 was £0.7 million cash outflow (28 September 2023:
£1.2 million cash inflow, 30 March 2024: £1.7 million cash
inflow).
4. Finance Costs
|
Unaudited
26 weeks
ended
28 September
2024
£m
|
Unaudited
26 weeks
ended
30
September 2023
£m
|
Audited
52 weeks
ended
30
March
2024
£m
|
Finance costs
|
|
|
|
Interest income from financial
assets
|
0.2
|
0.1
|
0.3
|
Interest expense arising on:
|
|
|
|
Financial liabilities at amortised
cost - loans and debentures
|
(5.2)
|
(5.5)
|
(11.1)
|
Financial liabilities at amortised
cost - preference shares
|
(0.1)
|
(0.1)
|
(0.1)
|
Financial liabilities at amortised
cost - lease liabilities
|
(1.5)
|
(1.4)
|
(3.1)
|
Net finance costs before separately disclosed
items
|
(6.6)
|
(6.9)
|
(14.0)
|
Finance credit on net pension
liabilities (note 11)
|
0.4
|
0.4
|
0.7
|
Net finance costs
|
(6.2)
|
(6.5)
|
(13.3)
|
|
|
|
|
5. Taxation
|
Unaudited
26 weeks
ended
28 September
2024
£m
|
Unaudited
26 weeks
ended
30
September 2023
£m
|
Audited
52 weeks
ended
30
March
2024
£m
|
Tax on profit on ordinary activities
|
|
|
|
Current income tax:
|
|
|
|
Current tax on profit for the
period/year
|
1.0
|
1.2
|
1.7
|
Total current income
tax
|
1.0
|
1.2
|
1.7
|
Deferred tax:
|
|
|
|
Origination and reversal of
temporary differences
|
6.4
|
3.1
|
4.0
|
Amounts over provided in previous
years
|
(0.2)
|
(0.1)
|
(0.4)
|
Total deferred tax
|
6.2
|
3.0
|
3.6
|
Total tax charged in the Income Statement
|
7.2
|
4.2
|
5.3
|
Analysed as:
|
|
|
|
Before separately disclosed
items
|
4.9
|
4.1
|
5.8
|
Separately disclosed
items
|
2.3
|
0.1
|
(0.5)
|
Total tax charged in the Income Statement
|
7.2
|
4.2
|
5.3
|
Tax relating to items charged/(credited) to the Statement of
Comprehensive Income
|
|
|
|
Deferred tax:
|
|
|
|
Valuation gains on financial
assets and liabilities
|
-
|
0.1
|
-
|
Net actuarial gains/(losses) on
pension scheme
|
0.3
|
(0.8)
|
(0.1)
|
Tax charge/(credit) included in the Statement of
Comprehensive Income
|
0.3
|
(0.7)
|
(0.1)
|
Tax relating to items credited directly to
equity
|
|
|
|
Deferred tax:
|
|
|
|
Share-based payments
|
(0.2)
|
-
|
-
|
Tax credit included in the Statement of Changes in
Equity
|
(0.2)
|
-
|
-
|
|
|
|
|
|
| |
The taxation charge is calculated
by applying the Directors' best estimate of the annual effective
tax rate to the profit for the period/year.
6. Earnings Per Share
Continuing operations
|
Unaudited
26 weeks
ended
28 September
2024
£m
|
Unaudited
26 weeks
ended
30
September 2023
£m
|
Audited
52 weeks
ended
30
March
2024
£m
|
Profit attributable to equity shareholders
|
21.8
|
10.7
|
9.1
|
Separately disclosed items net of
tax
|
(9.1)
|
(0.3)
|
5.6
|
Adjusted earnings attributable to equity
shareholders
|
12.7
|
10.4
|
14.7
|
|
Number
|
Number
|
Number
|
Weighted average share capital
|
58,229,000
|
60,610,000
|
60,043,000
|
Dilutive outstanding options and
share awards
|
720,000
|
70,000
|
482,000
|
Diluted weighted average share capital
|
58,949,000
|
60,680,000
|
60,525,000
|
40p 'A' and 'C' ordinary
share
|
Pence
|
Pence
|
Pence
|
Basic earnings per
share
|
37.44
|
17.65
|
15.16
|
Diluted earnings per
share
|
36.98
|
17.63
|
15.04
|
Adjusted earnings per
share
|
21.81
|
17.16
|
24.48
|
Diluted adjusted earnings per
share
|
21.54
|
17.14
|
24.29
|
4p 'B' ordinary
share
|
Pence
|
Pence
|
Pence
|
Basic earnings per
share
|
3.74
|
1.77
|
1.52
|
Diluted earnings per
share
|
3.70
|
1.76
|
1.50
|
Adjusted earnings per
share
|
2.18
|
1.72
|
2.45
|
Diluted adjusted earnings per
share
|
2.15
|
1.71
|
2.43
|
For the purposes of calculating
the number of shares to be used above, 'B' shares have been treated
as one-tenth of an 'A' or 'C' share. The earnings per share
calculation is based on earnings from continuing operations and on
the weighted average ordinary share capital which excludes shares
held by trusts relating to employee share options and shares held
in treasury of 4,850,874 (30 September 2023: 2,843,217, 30 March
2024: 3,410,735).
Diluted earnings per share is calculated using the same
earnings figure as for basic earnings per share, divided by the
weighted average number of ordinary shares outstanding during the
period plus the weighted average number of ordinary shares that
would be issued on the conversion of all the dilutive potential
ordinary shares into ordinary shares.
Adjusted earnings per share is calculated on profit after tax
excluding separately disclosed items and on the same weighted
average ordinary share capital as for the basic and diluted
earnings per share. An adjusted earnings per share measure has been
included as the Directors consider that this measure better
reflects the underlying earnings of the Group.
7. Dividends
|
Unaudited
26 weeks
ended
28
September
2024
£m
|
Unaudited
26
weeks
ended
30
September
2023
£m
|
Audited
52
weeks
ended
30
March
2024
£m
|
Declared and paid during the period
|
|
|
|
Interim paid in the period for
2024
|
-
|
-
|
3.9
|
Final dividend paid in the period
for 2023
|
-
|
6.1
|
6.1
|
Final dividend paid in the period
for 2024
|
6.5
|
-
|
-
|
Equity dividends paid
|
6.5
|
6.1
|
10.0
|
Dividends on cumulative preference shares (note
4)
|
0.1
|
0.1
|
0.1
|
|
|
|
|
|
Pence
|
Pence
|
Pence
|
Dividends per 40p 'A' and 'C' ordinary
share
|
|
|
|
declared in respect of the period
|
|
|
|
Interim
|
7.41
|
6.63
|
6.63
|
Final
|
-
|
-
|
11.12
|
|
7.41
|
6.63
|
17.75
|
The pence figures above are for
the 40p 'A' ordinary shares and 40p 'C' ordinary shares. The 4p 'B'
ordinary shares carry dividend rights of one-tenth of those
applicable to the 40p 'A' ordinary shares. Own shares held in the
employee share trusts do not qualify for dividends as the Trustees
have waived their rights. Dividends are also not paid on own shares
held as treasury shares.
The Directors have declared an
interim dividend for the 40p 'A' ordinary shares and 40p 'C'
ordinary shares of 7.41p (HY2024: 6.63p) and 0.741p (HY2024:
0.663p) for the 4p 'B' ordinary shares.
8. Property, Plant and Equipment
|
Unaudited
26 weeks
ended
28
September
2024
£m
|
Unaudited
26
weeks
ended
30
September
2023
£m
|
Audited
52
weeks
ended
30
March
2024
£m
|
Net book value at start of period/year
|
581.9
|
583.3
|
583.3
|
Additions
|
31.9
|
8.2
|
27.0
|
Disposals
|
(16.7)
|
(0.2)
|
(0.3)
|
Impairment loss net of
reversals
|
(3.9)
|
(1.1)
|
(7.0)
|
Transfers to assets classified as
held for sale
|
(2.7)
|
-
|
(1.4)
|
Depreciation provided during the
period
|
(10.2)
|
(9.7)
|
(19.7)
|
Net book value at end of period/year
|
580.3
|
580.5
|
581.9
|
During the 26 weeks ended 28
September 2024, the Group recognised a charge of £3.9 million (30
September 2023: £1.1 million, 30 March 2024: £7.0 million) in
respect of the write down in value of its properties to their
recoverable value.
Included in additions is £22.9 million in relation to the
acquisition of Lovely Pubs, consisting of six freehold and one
leasehold property. The acquisition has been accounted for as an
asset acquisition using the optional concentration test under IFRS
3 in which substantially all the fair value of the gross assets
acquired is concentrated in a group of similar identifiable
assets.
The
Group considers each trading outlet to be a cash generating unit
("CGU") and each CGU is reviewed at each reporting date for
indicators of impairment. In assessing whether an asset has been
impaired, the carrying amount of the CGU is compared to its
recoverable amount. The recoverable amount is the higher of its
fair value less costs to sell ("FVLCS") and its value in
use.
The
Group uses a range of methods for estimating FVLCS which include
applying a market multiple to the CGU EBITDA and, for leasehold
sites, present value techniques using a discounted cash flow
method.
For
the purposes of estimating the value in use of CGUs, management
have used a discounted cash flow approach. The calculations use
cash flow projections based on the following plans covering a
four-year period. The key assumptions used by management
are:
· A
long-term growth rate of 2.0% (30 March 2024: 2.0%) was used for
cash flows subsequent to the four-year approved budget/forecast
period.
· An
EBITDA multiple is estimated based on a normalised trading basis
and market data obtained from external sources. This resulted in an
average multiple of 10.5x (freehold 11.8x) for the Managed estate
and 10.9x on the Tenanted estate.
· The
discount rate is based on the Group's weighted average cost of
capital, which is used across all CGUs due to their similar
characteristics. The pre-tax discount rate is 10.7% (30 March 2024:
10.7%).
Impairments are recognised where the property valuation is
also lower than the CGU's carrying value for those determined to be
at risk of impairment. This is measured as the difference between
the carrying value and the higher of FVLCS and its value in use.
Where the property valuation exceeds the carrying value, no
impairment is required.
The
value in use calculations are sensitive to the assumptions used.
The Directors consider a movement of 1.5% in the discount rate and
0.5% in the growth rate to be reasonable with reference to current
market yield curves and the current economic conditions. The
additional impairment/(reversal) is set out as follows:
|
£m
|
Increase discount rate by
1.5%
|
19.2
|
Decrease discount rate by
1.5%
|
(15.9)
|
Increase growth rate by
0.5%
|
(4.8)
|
Decrease growth rate by
0.5%
|
5.2
|
The additional CGUs that would
need to be considered for impairment would have their FVLCS
determined in order to conclude on whether an impairment is
required. A general decrease in property values across the
portfolio would have a similar effect to that set out above i.e.
any reduction in property values would lead to assets being at risk
of impairment. In the current year, a decrease of 5% in the FVLCS
would have led to an additional impairment of £2.8 million for the
CGUs where recoverable amount has been assessed on
FVLCS.
9. Assets held for sale
|
Unaudited
26 weeks
ended
28
September
2024
£m
|
Unaudited
26 weeks
ended
30
September
2023
£m
|
Audited
52 weeks
ended
30
March
2024
£m
|
Assets held for sale at the start of the
period/year
|
8.4
|
7.0
|
7.0
|
Assets disposed of during the
period/year
|
(3.7)
|
-
|
-
|
Assets transferred from property,
plant and equipment
|
2.7
|
-
|
1.4
|
Impairment of assets
|
(1.5)
|
-
|
-
|
Assets held for sale at the end of the
period/year
|
5.9
|
7.0
|
8.4
|
10. Analysis of Net Debt
|
|
|
|
Unaudited - 26 weeks ended 28 September
2024
|
At
30 March
2024
£m
|
Cash
flows
£m
|
Non
cash1
£m
|
At
28 September
2024
£m
|
|
|
Cash and cash equivalents:
|
|
|
|
|
|
|
Cash and short-term
deposits
|
12.2
|
(1.2)
|
-
|
11.0
|
|
|
|
12.2
|
(1.2)
|
-
|
11.0
|
|
|
Financial liabilities
|
|
|
|
|
|
|
Lease liabilities
|
(65.9)
|
4.3
|
(2.8)
|
(64.4)
|
|
|
|
(65.9)
|
4.3
|
(2.8)
|
(64.4)
|
|
|
Debt:
|
|
|
|
|
|
Bank loans2
|
(123.8)
|
6.3
|
(0.2)
|
(117.7)
|
|
Debenture stock
|
(19.9)
|
-
|
-
|
(19.9)
|
|
Preference shares
|
(1.6)
|
-
|
-
|
(1.6)
|
|
Total borrowings
|
(145.3)
|
6.3
|
(0.2)
|
(139.2)
|
|
Net debt
|
(199.0)
|
9.4
|
(3.0)
|
(192.6)
|
|
|
|
|
|
|
|
|
|
|
|
| |
Unaudited - 26 weeks ended 30 September
2023
|
At
1 April
2023
£m
|
Cash
flows
£m
|
Non
cash1
£m
|
At
30 September
2023
£m
|
Cash and cash equivalents:
|
|
|
|
|
Cash and short-term
deposits
|
14.1
|
(3.9)
|
-
|
10.2
|
|
14.1
|
(3.9)
|
-
|
10.2
|
Financial liabilities
|
|
|
|
|
Lease liabilities
|
(71.8)
|
4.5
|
(1.5)
|
(68.8)
|
|
(71.8)
|
4.5
|
(1.5)
|
(68.8)
|
Debt:
|
|
|
|
|
Bank loans2
|
(119.4)
|
7.4
|
(0.1)
|
(112.1)
|
Debenture stock
|
(25.9)
|
-
|
-
|
(25.9)
|
Preference shares
|
(1.6)
|
-
|
-
|
(1.6)
|
Total borrowings
|
(146.9)
|
7.4
|
(0.1)
|
(139.6)
|
Net debt
|
(204.6)
|
8.0
|
(1.6)
|
(198.2)
|
Audited - 52 weeks ended 30 March 2024
|
At
1 April
2023
£m
|
Cash
flows
£m
|
Non
cash1
£m
|
At
30 March
2024
£m
|
Cash and cash equivalents:
|
|
|
|
|
Cash and short-term
deposits
|
14.1
|
(1.9)
|
-
|
12.2
|
|
14.1
|
(1.9)
|
-
|
12.2
|
Financial liabilities
|
|
|
|
|
Lease liabilities
|
(71.8)
|
8.7
|
(2.8)
|
(65.9)
|
|
(71.8)
|
8.7
|
(2.8)
|
(65.9)
|
Debt:
|
|
|
|
|
Bank loans2
|
(119.4)
|
(4.1)
|
(0.3)
|
(123.8)
|
Debenture stock
|
(25.9)
|
6.0
|
-
|
(19.9)
|
Preference shares
|
(1.6)
|
-
|
-
|
(1.6)
|
Total borrowings
|
(146.9)
|
1.9
|
(0.3)
|
(145.3)
|
Net debt
|
(204.6)
|
8.7
|
(3.1)
|
(199.0)
|
1 Non-cash movements
relate to the amortisation of arrangement fees, arrangement fees
accrued and movement in lease liabilities.
2 Bank loans are net
of arrangement fees and cashflows include the payment of
arrangement fees.
11. Retirement Benefit Obligations
The amount included in the Balance Sheet arising from
the Group's obligations in respect of its defined benefit
retirement plan
|
Unaudited
At
28
September
2024
£m
|
Unaudited
At
30
September
2023
£m
|
Audited
At
30
March
2024
£m
|
Fair value of Scheme
assets
|
112.9
|
103.8
|
112.3
|
Present value of Scheme
liabilities
|
(92.6)
|
(90.7)
|
(95.0)
|
Surplus in the Scheme
|
20.3
|
13.1
|
17.3
|
The net position of the defined
benefit retirement plan for the 26 weeks ended 28 September 2024
shows a surplus of £20.3 million. In accordance with IFRIC 14, the
Group is able to recognise an asset as it has an unconditional
right to a refund of any surplus in the event of the plan winding
down.
Included within the total present
value of Group and Company Scheme liabilities of £92.6 million (30
September 2023: £90.7 million, 30 March 2024: £95.0 million) are
liabilities of £1.3 million (30 September 2023: £1.4 million, 30
March 2024: £1.4 million) which are entirely unfunded. These have
been shown separately on the Balance Sheet as there is no right to
offset the assets of the funded Scheme against the unfunded
Scheme.
Key financial assumptions used in the valuation
of the Scheme
|
Unaudited
At
28
September
2024
£m
|
Unaudited
At
30
September
2023
£m
|
Audited
At
30
March
2024
£m
|
Rate of increase in pensions in
payment
|
3.05%
|
3.25%
|
3.05%
|
Discount rate
|
5.10%
|
5.60%
|
4.85%
|
Inflation assumption -
RPI
|
3.10%
|
3.25%
|
3.10%
|
Inflation assumption - CPI (pre
2030/post 2030)
|
2.20%/3.10%
|
2.35%/3.25%
|
2.2%/3.10%
|
Mortality
Assumptions
The mortality assumptions used in
the valuation of the Scheme as at 28 September 2024 are as set out
in the financial statements for the 52 weeks ended 30 March
2024.
Assets in the Scheme
|
Unaudited
At
28
September
2024
£m
|
Unaudited
At
30
September
2023
£m
|
Audited
At
30
March
2024
£m
|
Corporate bonds
|
46.2
|
43.5
|
46.0
|
Index linked debt
instruments
|
32.8
|
30.4
|
31.6
|
Overseas equities
|
-
|
6.9
|
8.0
|
Alternatives
|
20.6
|
19.7
|
20.8
|
Cash
|
11.1
|
1.1
|
3.6
|
Annuities
|
2.2
|
2.2
|
2.3
|
Total market value of assets
|
112.9
|
103.8
|
112.3
|
Movement in surplus during period
|
Unaudited
26 weeks
ended
28
September
2024
£m
|
Unaudited
26
weeks
ended
30
September
2023
£m
|
Audited
52
weeks
ended
30
March
2024
£m
|
Surplus in Scheme at beginning of
the period
|
17.3
|
14.6
|
14.6
|
Movement in period:
|
|
|
|
Net interest cost (note
3)
|
0.4
|
0.4
|
0.7
|
Net actuarial
gains/(losses)
|
1.4
|
(3.1)
|
(0.3)
|
Contributions
|
1.4
|
1.2
|
2.6
|
Administration expenses
|
(0.2)
|
-
|
(0.3)
|
Surplus in Scheme at end of the period
|
20.3
|
13.1
|
17.3
|
On 1 January 2015 the plan was
closed to future accruals.
12. Principal Risks and Uncertainties
In the
course of normal business, the Group continually assesses and takes
action to mitigate the various risks encountered that could impact
the achievement of its objectives. Systems and processes are in
place to enable the Board to monitor and control the Group's
management of risk, which are detailed in the Corporate Governance
Report of the Annual Report and Financial Statements 2024. The
principal risks and uncertainties and their associated mitigating
and monitoring controls which may affect the Group's performance in
the next six months are consistent with those detailed on pages 33
to 36 of the Annual Report and Financial Statements 2024, and are
available on the Fuller's website, www.fullers.co.uk.
We
previously identified that legislative changes following a change
of UK Government represented an emerging risk to the
business. Following Labour's success at the
general election in July 2024, the publication of the Employment
Rights Bill and the Budget announcement on 30 October 2024, we are
beginning to have a clearer picture of the legislative changes that
could affect our business. As a progressive employer, we are
confident that we will be able to navigate the reforms to the
employment law, indeed "Inspiring Our People" is one of the Group's
strategic pillars and the business will always aim to be an
employer of choice. Increasing taxation on employment through
higher Employers' National Insurance contributions is not welcome
and will inevitably lead to increased inflationary pressure, but we
are a resilient and robust business that will continue to deal with
such challenges from a long-term perspective.
We
believe that the controls and mitigations we have in place to
address our risks remain effective in reducing the impact on the
business. We are well placed to withstand these pressures through
the strength of our Balance Sheet. Our strong financial position
supports our long-term strategy that focuses on ensuring we develop
and retain the best people, build strong relationships with our
suppliers and deliver a premium experience with the agility to
respond to both short and long-term changes in consumer
behaviour.
13. Shareholders' information
Shareholders holding 40p 'C' ordinary shares are reminded
that they have 30 days from 13 November 2024 should they wish to
convert those 'C' shares to 'A' shares. The next available
opportunity after that will be June 2025. For further details,
please contact the Company's registrars, Computershare, on 0370 889
4096.
14. Statement of Directors'
Responsibilities
The
Directors confirm, to the best of their knowledge, that this
condensed set of financial statements gives a true and fair view of
the assets, liabilities, financial position and profit or loss of
the issuer or the undertakings included in the consolidation as a
whole and has been prepared in accordance with IAS 34, Interim
Financial Reporting, as adopted by the United Kingdom. The interim
management report herein includes a fair review of the information
required by DTR 4.2.7 and DTR 4.2.8, namely:
· an
indication of important events that have occurred during the first
six months and their impact on the financial statements and a
description of the principal risks and uncertainties for the
remaining six months of the financial year.
· disclosure of material related party transactions in the
first six months and any material changes to related party
transactions.
By order of the Board
MICHAEL TURNER
SIMON EMENY
CHAIRMAN
CHIEF EXECUTIVE
12 NOVEMBER 2024