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Half-year Report

RNS Number : 4341Z

Fulham Shore PLC (The)

15 December 2017

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

The Fulham Shore PLC

Unaudited interim results for the six months ended 24 September 2017

Chairman's statement

Introduction

I am pleased to announce the unaudited interim results for the six months ended 24 September 2017 for The Fulham Shore PLC ("Fulham Shore" or the "Group"). It has been another busy six months for the Group, during which we have continued to make progress in delivering our growth strategy and we have produced a resilient set of financial results despite a challenging market backdrop.

Revenue grew to 27.5m from 19.5m for the same period last year while Headline EBITDA* increased to 4.5m (2016: 3.8m). Profit for the period was 0.6m (2016: 0.5m).

Strategic progress

The Group's growth has been driven primarily by new restaurant openings. During the six months ended 24 September 2017, the Group opened three The Real Greek restaurants, seven Franco Manca pizzerias in the UK and one Franco Manca franchise pizzeria in Salina, Italy. In line with the Group's expansion strategy, these openings included a number of locations outside London, including Bournemouth and Reading.

In September 2017, the Group announced in its AGM statement and trading update that it had taken the decision to simplify operations and focus on the Group's core brands by selling its business and property at D'Arblay Street, Soho. Discussions have commenced with suitable parties and as such we have, in the results, impaired the asset by some 0.3m and reflected the property as held for sale and a discontinued operation in the interim results.

We have continued to invest in our teams and infrastructure to support our long-term growth plans. During the six months ended 24 September 2017, and as previously indicated, we commenced investing in the central team of The Real Greek as this business begins its national expansion. We also continued to invest in the team we have in place to support the continued expansion of Franco Manca.

Cash flow

During the period ended 24 September 2017, the Group had lower net cash inflow from operating activities of 3.3m (2016: 6.4m) due primarily to the Group benefiting last year from an increase in trade and other payables. During the same period the Group invested 7.0m (2016: 6.0m), the majority of which was in new restaurant openings. Included in investing activities is a minority equity investment of 200,000 by Franco Manca in Made of Dough, a new pizza concept, as part of Franco Manca's pursuit of best in class pizza operations.

Overall there was a net cash inflow for the period of 0.8m (2016: 1.1m). At the beginning of the current financial year, the Group increased its facilities with HSBC Bank PLC from 6.5m to 15m. Net debt as at 24 September 2017 was 9.7m (2016: 3.0m).

Dividends

No dividend is being proposed by the Board. It remains the Board's policy that, subject to the availability of distributable reserves, dividends will be paid to shareholders when the Directors believe it is appropriate and prudent to do so.

Current trading and outlook

Since 24 September 2017 the Group has opened one The Real Greek restaurant in Bristol and two Franco Manca pizzerias in Kings Cross (London) and Bristol. This takes the number of restaurants operated today by the Group to a total of 58 in the UK, made up of 16 The Real Greek, 41 Franco Manca and one Bukowski Grill. We expect to open a further one or two new restaurants by the end of the current financial year to 25 March 2018.

Some of our planned openings this year have been delayed by as much as six months as we seek better deals from landlords thus protracting lease negotiations. These delays have had the beneficial side-effect of improving our cash position and lessening our peak borrowings. We will keep under review our opening programme for the rest of the current and following financial years. We intend that our new restaurants will be selected to give us an average return on capital at the higher end of the scale previously recorded. We will achieve this with more rigorous site selection and increased contributions from landlords thereby lowering our costs, in cash terms, for new sites while at the same time negotiating rents off the lower levels which are increasingly evident. We also intend to commit to sites which follow our returns requirement rather than to sign up purely to fill a formulaic pipeline.

As indicated in September 2017, the summer should have been one of the busiest periods of our financial year and the weak trading across the dining out market that we also experienced has impacted this year's overall performance. Some of our pre-2017 restaurants, particularly in the London suburbs, are still experiencing revenue below the equivalent period a year earlier with increased volatility and some expected cannibalisation from our new restaurants in nearby locations. However, revenue from these restaurants have seen slight improvements from the poor summer period of July to September.

Although we believe our half year figures to 24 September 2017 were satisfactory, our full year Headline EBITDA* to 25 March 2018 will depend on how our suburban estate performs in the second half of the year and also on the timing and performance of new openings.

The slowdown in the UK retail and restaurant sector has been noted by many commentators, and is, we believe, the result principally of rising inflation, poor consumer confidence and a weakening economy. These factors, together with a number of rising costs, means that our pre-2017 estate, while profitable, is contributing less, on an average site by site basis, than last year. We will respond to the economic climate in the next 24 months as we find it, as we believe these factors will continue to affect the restaurant sector in the coming years, limiting our visibility for the second half and beyond.

Despite this challenging backdrop I am confident that Fulham Shore is well placed; we have an experienced management team, who have navigated through several industry cycles, two strong brandsthat are renowned for their great quality, ambience and value, and a good site portfolio. We believe that our brands have significant customer appeal which is underpinned by the food quality and value of their offerings. As a result, and despite the challenging backdrop, we are confident that the Group will continue to grow over the coming years.

David Page

Chairman

15 December 2017

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

Contacts:

The Fulham Shore plcwww.fulhamshore.com
David PageTel: 07836 346 934
Allenby Capital Limited
Nick Naylor / Jeremy Porter / James Reeve
Tel: 020 3328 5656
Hudson Sandler - Financial PR
Alex Brennan / Lucy Wollam
fulhamshore@hudsonsandler.com
Telephone: 020 7796 4133
Notes for editors Information on The Fulham Shore plc Fulham Shore was incorporated in March 2012. The Directors believed that there were attractive investment opportunities within the restaurant sector in the UK and that, given their collective experience in the restaurant sector, they could take advantage of the opportunities which existed. The ordinary shares of the Company were admitted to trading on AIM in October 2014 in order to capitalise on such opportunities and to give the company employees, customers and public the ability to share in the enterprise. Today, Fulham Shore owns and operates "The Real Greek" (www.therealgreek.com) and "Franco Manca" (www.francomanca.co.uk) restaurants. The Real Greek Since its foundation in London in 1999, The Real Greek group has grown steadily, now offering modern Greek cuisine in 16 restaurants across London and Southern England. The company is an ambassador of Greek food and Greek hospitality in the UK. The Real Greek food centres on the delicious, healthy diet of the Eastern Mediterranean, staying true to the Greek ethos of food, family and friends. Dishes are created using premium ingredients sourced from Greece and Cyprus whenever possible, and developed by Tonia Buxton, the face of Greek food in the UK. The Real Greek's menu and atmosphere retain the spirit of eating in Greece, encouraging diners to take their time eating amongst friends and family, be it a relaxed dinner, family get-together, or a fully catered party. Franco Manca Franco Manca opened its first restaurant in 2008 and now has 41 restaurants, primarily in London, but with recent openings in Bournemouth, Reading, Oxford and Bristol. Other locations outside London are in the opening pipeline for the next 12 months. Franco Manca also has a franchised pizzeria on the island of Salina in Italy. Franco Manca's pizza is made from slow-rising sourdough and is baked in an oven that produces heat of about 500c (930F). The slow levitation and blast cooking process lock in the flour's natural aroma and moisture, giving a soft and easily digestible crust. Where possible, locally sourced and organic ingredients are used. Pizza prices start from 4.95. Winner of the R200 Best Value Restaurant Operator- Over 20 Sites Award 2017 Winner of the CGA Peach Hero and Icon Awards Best Concept award 2016 "Franco Manca is quite possibly the best pizza restaurant to ever exist in London." - Metro (2016) The Fulham Shore PLC Unaudited Consolidated Statement of Comprehensive Income for the six months ended 24 September 2017
Six months
ended
24 September
2017
Six months
ended
25 September
2016
Year
ended
26 March
2017
NotesUnaudited
'000
Unaudited
'000
Audited
'000
Revenue27,53319,54640,441
Cost of sales(15,760)(10,650)(22,553)
Gross profit11,7738,89617,888
Administrative expenses(8,991)(6,324)(12,989)
Headline operating profit2,7822,5724,899
Share based payments(345)(297)(631)
Pre-opening costs(819)(855)(1,914)
Amortisation of brand(411)(411)(821)
Exceptional costs - cost of acquisition-(26)(26)
Operating profit1,2079831,507
Finance income-11
Finance costs(112)(52)(135)
Profit before taxation1,0959321,373
Income tax expense4(25)(276)(164)
Profit for the period from continuing operations1,0706561,209
Loss for the period from discontinued operations9(475)(130)(240)
Profit for the period595526969
Profit for the period attributable to:
Owners of the company580510947
Non-controlling interests151622
595526969
Earnings per share
Continuing and discontinued operations:
Basic50.1p0.1p0.2p
Diluted50.1p0.1p0.2p
Continuing operations:
Basic50.2p0.1p0.2p
Diluted50.2p0.1p0.2p
Headline Basic50.4p0.4p0.7p
Headline Diluted50.4p0.4p0.7p
There were no other comprehensive income items. The Fulham Shore PLC Unaudited Consolidated Balance Sheet as at 24 September 2017
NotesAs at
24 September
2017
Unaudited
'000
As at
25 September
2016
Unaudited
'000
As at
26 March
2017
Audited
'000
Non-current assets
Intangible assets26,95227,50727,374
Property, plant and equipment31,42421,59827,306
Investments6200--
Trade and other receivables1,071974947
Deferred tax assets1,4191,1921,406
61,06651,27157,033
Current assets
Inventories1,3418371,052
Trade and other receivables3,1692,4972,602
Cash and cash equivalents71,374748271
Assets classified as held for sale9213--
6,0974,0823,925
Total assets67,16355,35360,958
Current liabilities
Trade and other payables(13,677)(10,827)(13,332)
Income tax payables(917)(1,030)(533)
Borrowings(513)-(180)
(15,107)(11,857)(14,045)
Net current liabilities(9,010)(7,775)(10,120)
Non-current liabilities
Borrowings(10,550)(3,710)(6,000)
Deferred tax liabilities(2,161)(1,954)(2,265)
(12,711)(5,664)(8,265)
Total liabilities(27,818)(17,521)(22,310)
Net assets39,34537,83238,648
Equity
Share capital5,7145,7035,714
Share premium account6,8896,8786,889
Merger relief reserve30,45930,45930,459
Reverse acquisition reserve(9,469)(9,469)(9,469)
Retained earnings5,6454,1754,963
Total equity attributable to owners of the company39,23837,74638,556
Non-controlling interest1078692
Total equity39,34537,83238,648
The Fulham Shore PLC Unaudited Consolidated Statement of Changes in Equity for the six months ended 24 September 2017 Six months ended 24 September 2017
Attributable to owners of the Company
Share
capital
'000
Share
premium
'000
Merger
Relief
Reserve
'000
Reverse
Acq-uisition
Reserve
'000
Retained
earnings
'000
Equity
Share-
holders'
Funds
'000
Non-
Control-ling
Interests
'000
Total
equity
'000
At 26 March 20175,7146,88930,459(9,469)4,96338,5569238,648
Profit for the period----58058015595
Total comprehensive income for the period----58058015595
Transactions with owners
Share based payments----345345-345
Deferred tax on share based payments----(243)(243)-(243)
Total transactions with owners----102102-102
At 24 September 20175,7146,88930,459(9,469)5,64539,23810739,345
Six months ended 25 September 2016
Attributable to owners of the Company
Share
capital
'000
Share
premium
'000
Merger
Relief
Reserve
'000
Reverse
Acq-uisition
Reserve
'000
Retained
earnings
'000
Equity
Share-
holders'
Funds
'000
Non-
Control-ling
Interests
'000
Total
equity
'000
At 27 March 20165,6926,86630,459(9,469)3,07836,6267036,696
Profit for the period----51051016526
Total comprehensive income for the period----51051016526
Transactions with owners
Ordinary shares issued (net of expenses)1112---23-23
Share based payments----297297-297
Deferred tax on share based payments----290290-290
Total transactions with owners1112--587610-610
At 25 September 20165,7036,87830,459(9,469)4,17537,7468637,832
Year ended 26 March 2017
Attributable to owners of the Company
Share
Capital
'000
Share
Premium
'000
Merger
Relief
Reserve
'000
Reverse
Acq-
uisition
Reserve
'000
Retained
Earnings
'000
Equity
Share-
holders'
Funds
'000
Non-
Control-
ling
Interests
'000
Total
Equity
'000
At 27 March 20165,6926,86630,459(9,469)3,07836,6267036,696
Profit for the period----94794722969
Total comprehensive income----94794722969
Transactions with owners
Ordinary shares issued (net of expenses)2223---45-45
Share based payments----631631-631
Deferred tax on share based payments----307307-307
Total transactions with owners2223--938983-983
At 26 March 20175,7146,88930,459(9,469)4,96338,5569238,648
The Fulham Shore PLC Unaudited Consolidated Cash Flow Statement for the six months ended 24 September 2017
NotesSix months
ended
24 September
2017
Unaudited
'000
Six months
ended
25 September
2016
Unaudited
'000
Year
ended
26 March
2017
Audited
'000
Net cash from operating activities83,3276,39110,273
Investing activities
Acquisition of property, plant and equipment(6,791)(5,664)(12,358)
Acquisition of intangible assets(4)-(76)
Acquisition of investments6(200)
Cash flow from acquisition of subsidiaries-(376)(376)
Net cash flow used in investing activities(6,995)(6,040)(12,810)
Financing activities
Proceeds from issuance of new ordinary shares (net of expenses)-2345
Capital received from bank borrowings4,5508003,090
Interest received-11
Interest paid(112)(54)(135)
Net cash from financing activities4,4387703,001
Net increase in cash and cash equivalents7701,121464
Cash and cash equivalents at beginning of the period91(373)(373)
Cash and cash equivalents at end of period786174891
The Fulham Shore PLC Notes to the Unaudited Interim Financial Information for the six months ended 24 September 2017 1. General information The Fulham Shore PLC is a public limited company incorporated and domiciled in England and Wales. The address of the registered office is 1st Floor, 50-51 Berwick Street, London, W1F 8SJ, United Kingdom. Copies of this Interim Statement may be obtained from the above address or the investor section of the Group's website at http://www.fulhamshore.com. 2. Basis of preparation The unaudited interim financial information for the six months ended 24 September 2017 has been prepared under the recognition and measurement principles of International Financial Reporting Standards as adopted by the EU ("IFRS") based on the accounting policies consistent with those used in the financial statements for the period ended 26 March 2017, and those to be applied for the year ending 25 March 2018. The unaudited interim financial information was approved and authorised for issue by the Board on 15 December 2017. The unaudited interim financial information for the six months ended 24 September 2017 does not constitute statutory accounts within the meaning of section 434 of the Companies Act 2006 and should be read in conjunction with the statutory accounts for the period ended 26 March 2017. Statutory accounts for the period ended 26 March 2017 have been delivered to the Registrar of Companies. The audit report on these statutory accounts was unqualified, did not contain an emphasis of matter paragraph, and did not contain a statement either under section 498(2)-(3) of the Companies Act 2006. The interim financial statements are presented in Pounds Sterling because that is the currency of the primary economic environment in which the company operates. All values are rounded to the nearest one thousand Pounds ('000) except when otherwise indicated. 3. Segment information For management purposes, the Group was organised into two operating divisions during the 6 months ended 24 September 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 Fulham Shore head office. For the six months ended 24 September 2017 (Unaudited)
The Real
Greek
'000
Franco
Manca
'000
All other
Segments
'000
Total
'000
External revenue9,59617,937-27,533
Headline EBITDA1,8403,008(348)4,500
Depreciation and amortisation(422)(1,280)(16)(1,718)
Headline operating profit/(loss)1,4181,728(364)2,782
Operating profit/(loss)1,059599(451)1,207
Finance costs--(112)(112)
Segment profit/(loss) before taxation1,059599(563)1,095
Income tax expense(25)
Profit for the period from continuing operations1,070
Assets10,30652,6334,01166,950
Assets held for sale--213213
Liabilities(5,176)(10,412)(12,230)(27,818)
Net assets5,13042,221(8,006)39,345
Capital expenditure2,0724,295206,387
For the six months ended 25 September 2016 (Unaudited)
The Real
Greek
'000
Franco
Manca
'000
All other
Segments
'000
Total
'000
External revenue6,95112,595-19,546
Headline EBITDA1,4642,627(284)3,807
Depreciation and amortisation(274)(955)(6)(1,235)
Headline operating profit/(loss)1,1901,672(290)2,572
Operating profit/(loss)964409(390)983
Finance income1--1
Finance costs--(52)(52)
Segment profit/(loss) before taxation965409(442)932
Income tax expense(276)
Profit for the period from continuing operations656
Assets7,30744,7883,25855,353
Liabilities(3,784)(9,000)(4,737)(17,521)
Net assets3,52335,788(1,479)37,832
Capital expenditure5135,2771215,911
For the year ended 26 March 2017 (Audited)
The Real
Greek
'000
Franco
Manca
'000
All other
Segments
'000
Total
'000
External revenue13,67526,766-40,441
Headline EBITDA2,2845,415(425)7,274
Depreciation and amortisation(649)(1,707)(19)(2,375)
Headline operating profit/(loss)1,6353,708(444)4,899
Operating profit/(loss)1,0491,100(612)1,507
Finance income1--1
Finance costs-(1)(134)(135)
Segment profit/(loss) before taxation1,0501,099(775)1,373
Income tax expense(164)
Profit for the year from continuing operations1,209
Assets7,97948,9144,06560,958
Liabilities(4,073)(10,872)(7,365)(22,310)
Net assets3,90638,042(3,300)38,648
Capital expenditure2,18510,71624613,147
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.
Six months
ended
24 September
2017
Six months
ended
25 September
2016
Year
ended
26 March
2017
Unaudited
'000
Unaudited
'000
Audited
'000
Operating profit from continuing activities1,2079831,507
Share based payments345297631
Pre-opening costs8198551,914
Amortisation of brand411411821
Exceptional costs - cost of acquisition-2626
Depreciation and amortisation1,7181,2352,375
Headline EBITDA4,5003,8077,274
4. Income Tax Expense
Six months
ended
24 September
2017
Unaudited
'000
Six months
ended
25 September
2016
Unaudited
'000
Year
ended
26 March
2017
Audited
'000
Based on the result for the period:
UK Corporation tax at 19% (2016: 20%)384385463
Adjustment in respect of prior periods--(302)
Total current tax384385161
Deferred taxation:
Origination and reversal of temporary differences(359)(109)3
Total deferred tax(359)(109)3
Total taxation charge25276164
5. Earnings per share
Six months
ended
24 September
2017
Unaudited
'000
Six months
ended
25 September
2016
Unaudited
'000
Year
ended
26 March
2017
Audited
'000
Profit for the purpose of basic and diluted earnings per share:580510947
Add back loss for the purposes of basic and diluted earnings per share (discontinued operations):475130240
Profit for the purposes of basic and diluted earnings per share (continuing operations):1,0556401,187
Share based payments345297631
Deferred tax on share based payments(255)(50)(236)
Pre-opening costs8198551,915
Loss on disposal of property, plant and equipment-1-
Amortisation of brand411411821
Deferred tax on amortisation of brand(68)(68)(137)
Exceptional costs - acquisition costs-2626
Headline profit for the period for the purposes of Headline basic and diluted earnings per share2,3072,1124,207
Six months
ended
24 September
2017
Unaudited
No. '000
Six months
ended
25 September
2016
Unaudited
No. '000
Year
ended
26 March
2017
Audited
No. '000
Weighted average number of ordinary shares in issue for the purposes of basic earnings per share571,385569,468570,371
Effect of dilutive potential ordinary shares:
- Share options
29,46730,66830,855
Weighted average number of shares for the purpose of diluted earnings per share600,852600,136601,226
Six months
ended
24 September
2017
Unaudited
Six months
ended
25 September
2016
Unaudited
Year
ended
26 March
2017
Audited
Earnings per share:
Basic
From continuing operations0.2p0.1p0.2p
From discontinued operations(0.1p)--
Total basic earnings per share0.1p0.1p0.2p
Diluted
From continuing operations0.2p0.1p0.2p
From discontinued operations(0.1p)--
Total diluted earnings per share0.1p0.1p0.2p
Headline basic0.4p0.4p0.7p
Headline diluted0.4p0.4p0.7p
6. Investments
As at
24 September
2017
Unaudited
'000
As at
25 September
2016
Unaudited
'000
As at
26 March
2017
Audited
'000
Unlisted equity securities
Cost and net book value
Opening position---
Investment addition200--
Closing position200--
Unlisted equity investments are recorded at fair value where appropriate. 7. Cash and cash equivalents
As at
24 September
2017
Unaudited
'000
As at
25 September
2016
Unaudited
'000
As at
26 March
2017
Audited
'000
Cash at bank and in hand1,374748271
Cash and cash equivalents as presented
in the balance sheet
1,374748271
Bank overdraft(513)-(180)
86174891
Bank balances comprise cash held by the Group on a short term basis with maturity of three months or less. The carrying amount of these assets approximates their fair value. 8. Reconciliation of net cash flows from operating activities
Six months
ended
24 September
2017
Unaudited
'000
Six months
ended
25 September
2016
Unaudited
'000
Year
ended
26 March
2017
Audited
'000
Profit for the period595526969
Adjustments:
Income tax expense29277175
Finance income-(1)(1)
Finance costs11253135
Depreciation and amortisation2,1691,6733,269
Loss on disposal of property, plant and equipment-12
Share based payments expense345297631
Impairment of property, plant and equipment312--
Provision against inventory19--
Cost of acquisition-2626
Operating cash flows before movement in working capital3,5812,8525,206
Increase in inventories(308)(150)(365)
Increase in trade and other receivables(690)(1,090)(1,166)
Increase in trade and other payables7484,7656,866
Cash generated from operations3,3316,37710,541
Income taxes (paid)/received(4)14(268)
Net cash from operating activities3,3276,39110,273
9. Discontinued operations During the period, the Group committed to the disposal of the property and business of the Bukowski franchise at D'Arblay Street, Soho, London within the next 12 months. A search is underway for a buyer. An impairment loss was recognised on reclassification of the property, plant and equipment as held for sale.
Six months
ended
24 September
2017
Unaudited
'000
Six months
ended
25 September
2016
Unaudited
'000
Year
ended
26 March
2017
Audited
'000
Revenue342351833
Expenses(501)(479)(1,062)
Operating profit(159)(128)(229)
Net finance costs-(1)-
Loss before taxation(159)(129)(229)
Income taxation expense(4)(1)(11)
(163)(130)(240)
Impairment(312)--
Loss from discontinued operations(475)(130)(240)
Cash flows from discontinued operations included in the consolidated cash flow statement are as follows:
Net cash used in operating activities(114)(136)(163)
Net cash used in investing activities(18)(110)(114)
Net cash used in financing activities-(1)-
(132)(247)(277)
Property, plant and equipment held for sale213--
The impairment charge above relates to the impairment of the property, plant and equipment for the D'Arblay Street restaurant business.The Group expect the fair value (estimated based on the recent market prices of similar properties in similar locations and initial offers from potential buyers) less costs to be approximately 213,000. There are no liabilities expected to be held for sale. This information is provided by RNS The company news service from the London Stock Exchange END IR OKQDBCBDDDBD

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