Half-year Report
RNS Number : 0913J
Fulham Shore PLC (The)
18 December 2020
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ("MAR").
The Fulham Shore PLC
Unaudited interim results for the six months ended 27 September 2020
The Directors of The Fulham Shore PLC ("Fulham Shore", the "Company" or the "Group") are pleased to announce unaudited interim results for the six months ended 27 September 2020.
Financial Highlights
· Revenues decreased 44.9% to £19.9m (2019: £36.0m) as a result of national lockdown restrictions
· Headline EBITDA* of £3.7m (2019: £8.4m)
· Operating loss of £3.0m (2019: profit of £2.1m)
· Loss after tax of £3.9m (2019: profit of £0.4m)
· Operating cash inflow of £6.3m (2019: £9.4m)
· Raised further funds of £2.25m (before expenses) from an equity placing and subscription
· Agreed a new loan facility of £10.75m under the UK Government's CLIBIL scheme
· Extended the maturity date of the existing RCF loan facility by 12 months to March 2022
· Net debt (excluding lease liabilities) of £3.3m (2019: £8.8m); down from £9.5m as at 29 March 2020
* Definition of Headline EBITDA can be found in note 3 to the unaudited interim financial information.
Operational Highlights
· Restaurants across UK closed by UK Government for dine-in customers from 23 March 2020 to 4 July 2020
· Delivery and takeaway operations partially mitigated losses in the first quarter
· Opened 1 new Franco Manca pizzeria on The Cut, Waterloo, London
· Post the period end:
o 1 further Franco Manca (to 53 operated) opened located at Borough Market, London
o 1 further The Real Greek (to 19 operated) opened in The Lexicon, Bracknell
o Restaurants in England closed by UK Government for dine in customers from 5 November 2020 to 2 December 2020
o As at 17 December 2020, the Group had net debt (excluding lease liabilities) of £3.7m with undrawn debt facility of £11.5m out of total facilities of £25.75m
David Page, Chairman of Fulham Shore, said:
"We are pleased to have delivered a creditable performance during the first half of the current financial year despite all Franco Manca and The Real Greek restaurants being closed to dine-in customers for more than half the period. The Group generated positive Headline EBITDA during the second quarter (July to September) reflecting the popularity of our businesses and their great value proposition.
This performance was driven by the ability of our teams at both Franco Manca and The Real Greek to adapt quickly to the continuing changes implemented by the UK Government in their response to COVID-19. We continue to explore new opportunities and are encouraged by the positive customer response to our recently launched Franco Manca and The Real Greek "Meal at Home" kits and new e-gift cards, both of which were launched during the November lockdown.
The ongoing damage to the property and restaurant sectors will allow us to prospect for new sites at much reduced rents and lower capital costs per site. As such, over the next few years and once normal trading conditions return, we will target a higher return on capital than we have historically achieved.
Following the period end, on 5 November 2020 most of our restaurants closed again to dine-in customers following the UK Government's second national lockdown. These restaurants were then permitted to re-open on 2 December 2020 to dine-in customers, with certain restrictions. However, as at the date of this report and from 16 December 2020, the majority of our estate is once again closed to dine-in customers as London entered Tier 3 restrictions, while Surrey and Berkshire will enter Tier 3 restrictions from 19 December 2020. The situation is fluid and changes frequently and with little notice.
Despite the near-term uncertainty, the Board remains confident in the long-term strength of the Group and believes it is well positioned to both deliver strategic growth and capitalise on opportunities as a sense of normality resumes."
Contacts:
| The Fulham Shore PLC | www.fulhamshore.com |
| David Page / Nick Wong | Via Hudson Sandler |
| Allenby Capital Limited (Nominated Adviser and Broker) Nick Naylor / Jeremy Porter / James Reeve (Corporate Finance) Tony Quirke / Jos Pinnington (Sales) | Tel: 020 3328 5656 |
| Hudson Sandler (Financial PR) Alex Brennan / Lucy Wollam | fulhamshore@hudsonsandler.com Telephone: 020 7796 4133 |
| Six months ended 27 September 2020 | Six months ended 29 September 2019 | Year ended 29 March 2020 | ||
| Notes | Unaudited £'000 | Unaudited £'000 | Audited £'000 | |
| Revenue | 19,869 | 36,034 | 68,565 | |
| Cost of sales | (12,854) | (21,035) | (40,628) | |
| Gross profit | 7,015 | 14,999 | 27,937 | |
| Administrative expenses | (8,828) | (11,905) | (23,500) | |
| Headline operating (loss)/profit | (1,813) | 3,094 | 4,437 | |
| Share based payments | (75) | (82) | (157) | |
| Pre-opening costs | (61) | (532) | (683) | |
| Amortisation of brand | (411) | (411) | (821) | |
| Exceptional costs - cost of acquisition | - | (14) | (3) | |
| - impairment of property, plant and equipment | (461) | - | (260) | |
| - change in fair value of investment | - | - | (248) | |
| - COVID-19 costs | (4,550) | - | (718) | |
| - COVID-19 grants received against costs | 4,366 | - | 285 | |
| Operating (loss)/profit | (3,005) | 2,055 | 1,832 | |
| Finance income | 1 | 6 | 10 | |
| Finance costs | 4 | (1,323) | (1,318) | (2,596) |
| (Loss)/profit before taxation | (4,327) | 743 | (754) | |
| Income tax | 5 | 389 | (357) | (421) |
| (Loss)/profit for the period | (3,938) | 386 | (1,175) | |
| Profit for the period attributable to: | ||||
| Owners of the company | (3,938) | 369 | (1,193) | |
| Non-controlling interests | - | 17 | 18 | |
| (3,938) | 386 | (1,175) | ||
| Earnings per share | ||||
| Basic | 6 | (0.7p) | 0.1p | (0.2p) |
| Diluted | 6 | (0.7p) | 0.1p | (0.2p) |
| Headline Basic | 6 | (0.5p) | 0.2p | 0.2p |
| Headline Diluted | 6 | (0.5p) | 0.2p | 0.2p |
| Notes | As at 27 September 2020 Unaudited £'000 | As at 29 September 2019 Unaudited £'000 | As at 29 March 2020 Audited £'000 | |
| Non-current assets | ||||
| Intangible assets | 24,583 | 25,401 | 25,017 | |
| Property, plant and equipment | 97,177 | 102,937 | 100,606 | |
| Investments | - | 203 | - | |
| Trade and other receivables | 1,081 | 1,116 | 1,081 | |
| Deferred tax assets | 325 | 319 | 9 | |
| 123,166 | 129,976 | 126,713 | ||
| Current assets | ||||
| Inventories | 2,013 | 1,932 | 1,906 | |
| Trade and other receivables | 5,541 | 5,055 | 2,342 | |
| Cash and cash equivalents | 7 | 15,039 | 1,709 | 2,056 |
| 22,593 | 8,696 | 6,304 | ||
| Total assets | 145,759 | 138,672 | 133,017 | |
| Current liabilities | ||||
| Trade and other payables | (18,603) | (15,656) | (12,480) | |
| Borrowings | 8 | (8,909) | (5,215) | (5,163) |
| Income tax payables | (135) | (474) | (135) | |
| (27,647) | (21,345) | (17,778) | ||
| Net current liabilities | (5,054) | (12,649) | (11,474) | |
| Non-current liabilities | ||||
| Borrowings | 8 | (79,312) | (74,961) | (74,591) |
| Deferred tax liabilities | (1,768) | (1,676) | (1,888) | |
| (81,080) | (76,637) | (76,479) | ||
| Total liabilities | (108,727) | (97,982) | (94,257) | |
| Net assets | 37,032 | 40,690 | 38,760 | |
| Equity | ||||
| Share capital | 6,096 | 5,736 | 5,736 | |
| Share premium account | 8,639 | 6,911 | 6,911 | |
| Merger relief reserve | 30,459 | 30,459 | 30,459 | |
| Reverse acquisition reserve | (9,469) | (9,469) | (9,469) | |
| Retained earnings | 1,307 | 7,053 | 5,123 | |
| Total equity attributable to owners of the company | 37,032 | 40,690 | 38,760 | |
| Non-controlling interest | - | - | - | |
| Total equity | 37,032 | 40,690 | 38,760 | |
| 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 29 March 2020 | 5,736 | 6,911 | 30,459 | (9,469) | 5,123 | 38,760 | - | 38,760 | |
| Loss for the period | - | - | - | - | (3,938) | (3,938) | - | (3,938) | |
| Total comprehensive income for the period | - | - | - | - | (3,938) | (3,938) | - | (3,938) | |
| Transactions with owners: | |||||||||
| Share based payments | - | - | - | - | 75 | 75 | - | 75 | |
| Deferred tax on share based payments | - | - | - | - | 47 | 47 | - | 47 | |
| Issue of new ordinary shares | 360 | 1,728 | - | - | - | 2,088 | - | 2,088 | |
| Total transactions with owners | 360 | 1,728 | - | - | 122 | 2,210 | - | 2,210 | |
| At 27 September 2020 | 6,096 | 8,639 | 30,459 | (9,469) | 1,307 | 37,032 | - | 37,032 | |
| 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 31 March 2019 | 5,714 | 6,889 | 30,459 | (9,469) | 5,025 | 38,618 | 125 | 38,743 |
| Profit for the period | - | - | - | - | 369 | 369 | 17 | 386 |
| Total comprehensive income for the period | - | - | - | - | 369 | 369 | 17 | 386 |
| Transactions with owners: | ||||||||
| Share based payments | - | - | - | - | 82 | 82 | - | 82 |
| - Lease incentives on adoption of IFRS 16 | - | - | - | - | 2,062 | 2,062 | - | 2,062 |
| Acquisition of non-controlling interests | - | - | - | - | (485) | (485) | (142) | (627) |
| Exercise of share options | 22 | 22 | - | - | - | 44 | - | 44 |
| Total transactions with owners | 22 | 22 | - | - | 1,659 | 1,703 | (142) | 1,561 |
| At 29 September 2019 | 5,736 | 6,911 | 30,459 | (9,469) | 7,053 | 40,690 | - | 40,690 |
| 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 31 March 2019 | 5,714 | 6,889 | 30,459 | (9,469) | 5,025 | 38,618 | 125 | 38,743 | ||
| Adjustment on adoption of IFRS 16 | - | - | - | - | 1,872 | 1,872 | - | 1,872 | ||
| At 1 April 2019 | - | - | - | - | 6,897 | 40,490 | 125 | 40,615 | ||
| Loss for the year | - | - | - | - | (1,193) | (1,193) | 18 | (1,175) | ||
| Total comprehensive income | - | - | - | - | (1,193) | (1,193) | 18 | (1,175) | ||
| Transactions with owners: | ||||||||||
| Share based payments | - | - | - | - | 157 | 157 | - | 157 | ||
| Deferred tax on share based payments | - | - | - | - | (253) | (253) | - | (253) | ||
| Acquisition of non-controlling interests | - | - | - | - | (485) | (485) | (143) | (628) | ||
| Exercise of share options | 22 | 22 | - | - | - | 44 | - | 44 | ||
| Total transactions with owners | 22 | 22 | - | - | (581) | (537) | (143) | (680) | ||
| At 29 March 2020 | 5,736 | 6,911 | 30,459 | (9,469) | 5,123 | 38,760 | - | 38,760 | ||
| Notes | Six months ended 27 September 2020 Unaudited £'000 | Six months ended 29 September 2019 Unaudited £'000 | Year ended 29 March 2020 Audited £'000 | |
| Net cash from operating activities | 9 | 6,284 | 9,356 | 14,842 |
| Investing activities | ||||
| Acquisition of property, plant and equipment | (554) | (4,615) | (7,214) | |
| Acquisition of intangible assets | (25) | (75) | (145) | |
| Acquisition of investments | - | (2) | (47) | |
| Acquisition of non-controlling interest | - | (642) | (641) | |
| Net cash flow used in investing activities | (579) | (5,334) | (8,047) | |
| Financing activities | ||||
| Proceeds from issuance of new ordinary shares (net of expenses) | 2,088 | 44 | 44 | |
| Capital received from bank borrowings | 6,750 | - | 1,000 | |
| Capital repaid on bank borrowings | - | (700) | (700) | |
| Principal element for lease payments | (238) | (2,180) | (4,332) | |
| Interest received | 1 | 6 | 10 | |
| Interest paid | (1,323) | (1,318) | (2,596) | |
| Net cash used in financing activities | 7,278 | (4,148) | (6,574) | |
| Net increase/(decrease)in cash and cash equivalents | 12,983 | (126) | 221 | |
| Cash and cash equivalents at beginning of the period | 2,056 | 1,835 | 1,835 | |
| Cash and cash equivalents at end of period | 7 | 15,039 | 1,709 | 2,056 |
| The Real Greek segment £'000 | Franco Manca segment £'000 | Other unallocated £'000 | Total £'000 | |
| External revenue | 5,080 | 14,599 | 190 | 19,869 |
| Headline EBITDA* | 789 | 3,380 | (459) | 3,710 |
| Depreciation and amortisation | (1,520) | (3,989) | (14) | (5,523) |
| Headline operating loss | (731) | (609) | (473) | (1,813) |
| Pre-opening costs | (49) | (483) | - | (532) |
| Operating loss | (873) | (1,653) | (479) | (3,005) |
| Finance income | - | - | 1 | 1 |
| Finance costs | (347) | (781) | (195) | (1,323) |
| Segment loss before taxation | (1,220) | (2,434) | (673) | (4,327) |
| Income tax credit | 389 | |||
| Loss for the period | (3,938) | |||
| Assets | 34,946 | 103,782 | 7,031 | 145,759 |
| Liabilities | (26,762) | (61,122) | (20,843) | (108,727) |
| Net assets | 8,184 | 42,660 | (13,812) | 37,032 |
| Capital expenditure excluding right of use assets | 23 | 531 | - | 554 |
| The Real Greek segment £'000 | Franco Manca segment £'000 | Other unallocated £'000 | Total £'000 | |
| External revenue | 10,951 | 25,083 | - | 36,034 |
| Headline EBITDA* | 2,245 | 6,791 | (606) | 8,430 |
| Depreciation and amortisation | (1,429) | (3,891) | (16) | (5,336) |
| Headline operating profit/(loss) | 816 | 2,900 | (622) | 3,094 |
| Pre-opening costs | (49) | (483) | - | (532) |
| Operating profit/(loss) | 733 | 1,956 | (634) | 2,055 |
| Finance income | 1 | 5 | - | 6 |
| Finance costs | (371) | (786) | (161) | (1,318) |
| Segment profit/(loss) before taxation | 363 | 1,175 | (795) | 743 |
| Income tax expense | (357) | |||
| Profit for the period | 386 | |||
| Assets | 34,792 | 103,193 | 687 | 138,672 |
| Liabilities | (26,722) | (59,154) | (12,106) | (97,982) |
| Net assets | 8,070 | 44,039 | (11,419) | 40,690 |
| Capital expenditure excluding right of use assets | 461 | 4,149 | 5 | 4,615 |
| The Real Greek segment £'000 | Franco Manca segment £'000 | Other unallocated £'000 | Total £'000 | |
| Revenue from external customers | 20,004 | 48,525 | 36 | 68,565 |
| Headline EBITDA* | 3,655 | 12,229 | (690) | 15,194 |
| Depreciation and amortisation | (2,898) | (7,828) | (31) | (10,757) |
| Headline operating profit/(loss) | 757 | 4,401 | (721) | 4,437 |
| Pre-opening costs | (120) | (563) | - | (683) |
| Change in fair value of investments | - | (248) | - | (248) |
| Operating profit/(loss) | 275 | 2,292 | (735) | 1,832 |
| Finance income | 4 | 6 | - | 10 |
| Finance costs | (724) | (1,564) | (308) | (2,596) |
| Segment profit/(loss) before taxation | (445) | 743 | (1,043) | (754) |
| Income tax expense | (421) | |||
| Loss for the year from continuing operations | (1,175) | |||
| Assets | 32,712 | 98,972 | 1,333 | 133,017 |
| Liabilities | (25,254) | (55,982) | (12,021) | (94,257) |
| Net assets | 7,458 | 42,990 | (10,688) | 38,760 |
| Capital expenditure excluding right of use assets | 1,650 | 5,555 | 9 | 7,214 |
| Six months ended 20 September 2020 | Six months ended 29 September 2019 | Year ended 29 March 2020 | |
| Unaudited £'000 | Unaudited £'000 | Audited £'000 | |
| (Loss)/profit before taxation | (4,327) | 743 | (754) |
| Finance costs | 1,323 | 1,318 | 2,596 |
| Finance income | (1) | (6) | (10) |
| Operating (loss)/profit | (3,005) | 2,055 | 1,832 |
| Depreciation and amortisation | 5,523 | 5,336 | 10,757 |
| Amortisation of brand | 411 | 411 | 821 |
| Exceptional costs: - impairment of property, plant and equipment | 461 | - | 260 |
| - change in fair value of investments | - | - | 248 |
| - cost of acquisition | - | 14 | 3 |
| - COVID-19 costs | 4,550 | - | 718 |
| - COVID-19 grants received against costs | (4,366) | - | (285) |
| EBITDA | 3,574 | 7,816 | 14,354 |
| Share based payments | 75 | 82 | 157 |
| Pre-opening costs | 61 | 532 | 683 |
| Headline EBITDA | 3,710 | 8,430 | 15,194 |
| Rent | (3,691) | (3,408) | (6,909) |
| Headline EBITDA (under IAS17) | 19 | 5,022 | 8,285 |
| Six months ended 27 September 2020 Unaudited £'000 | Six months ended 29 September 2019 Unaudited £'000 | Year ended 29 March 2020 Audited £'000 | |
| Interest expenses on bank loans and overdrafts | 196 | 162 | 309 |
| Interest on lease liabilities recognised under IFRS16 | 1,127 | 1,156 | 2,287 |
| 1,323 | 1,318 | 2,596 | |
| Six months ended 27 September 2020 Unaudited £'000 | Six months ended 29 September 2019 Unaudited £'000 | Year ended 29 March 2020 Audited £'000 | |
| Income tax expense on continuing operations | |||
| Based on the result for the period: | |||
| UK Corporation tax at 19% (2019: 19%) | - | 431 | 446 |
| Adjustment in respect of prior periods | - | - | (28) |
| Total current tax | - | 431 | 418 |
| Deferred taxation: | |||
| Current year | (389) | (74) | 3 |
| Total deferred tax | (389) | (74) | 3 |
| Total taxation (credit)/expense on profit from continuing operations | (389) | 357 | 421 |
| The above is disclosed as: | |||
| Income tax (credit)/expense - current year | (389) | 357 | 421 |
| (389) | 357 | 421 | |
| Six months ended 27 September 2020 Unaudited £'000 | Six months ended 29 September 2019 Unaudited £'000 | Year ended 29 March 2020 Audited £'000 | |
| (Loss)/profit for the purposes of basic and diluted earnings per share (continuing operations): | (3,938) | 369 | (1,193) |
| Share based payments | 75 | 82 | 157 |
| Deferred tax on share based payments | (11) | (18) | 39 |
| Pre-opening costs | 61 | 532 | 683 |
| Amortisation of brand | 411 | 411 | 821 |
| Deferred tax on amortisation of brand | (68) | (68) | (137) |
| Exceptional costs - change in fair value of investments | - | - | 248 |
| - impairment of property, plant and equipment | 461 | - | 260 |
| - cost of acquisition | - | 14 | 3 |
| - COVID-19 costs (net) | 184 | - | 433 |
| Headline (loss)/profit for the period for the purposes of Headline basic and diluted earnings per share | (2,825) | 1,322 | 1,314 |
| Six months ended 27 September 2020 Unaudited No. '000 | Six months ended 29 September 2019 Unaudited No. '000 | Year ended 29 March 2020 Audited No. '000 | |
| Weighted average number of ordinary shares in issue for the purposes of basic earnings per share | 581,175 | 572,150 | 572,885 |
| Effect of dilutive potential ordinary shares: - Share options | - | 13,529 | 1,030 |
| Weighted average number of shares for the purpose of diluted earnings per share | 581,175 | 585,679 | 573,915 |
| Six months ended 27 September 2020 Unaudited | Six months ended 29 September 2019 Unaudited | Year ended 29 March 2020 Audited | |
| Earnings per share: | |||
| Basic earnings per share | (0.7p) | 0.1p | (0.2p) |
| Diluted earnings per share | (0.7p) | 0.1p | (0.2p) |
| Headline basic | (0.5p) | 0.2p | 0.2p |
| Headline diluted | (0.5p) | 0.2p | 0.2p |
| As at 27 September 2020 Unaudited £'000 | As at 29 September 2019 Unaudited £'000 | As at 29 March 2020 Audited £'000 | |
| Cash at bank and in hand | 15,039 | 1,709 | 2,056 |
| As at 27 September 2020 Unaudited £'000 | As at 29 September 2019 Unaudited £'000 | As at 29 March 2020 Audited £'000 | |
| Short term borrowings: | |||
| Bank loans | 1,480 | - | - |
| Lease liabilities | 7,429 | 5,215 | 5,163 |
| 8,909 | 5,215 | 5,163 | |
| Long term borrowings: Bank loans | 16,810 | 10,540 | 11,540 |
| Lease liabilities | 62,502 | 64,421 | 63,051 |
| 79,312 | 74,961 | 74,591 | |
| 88,221 | 80,176 | 79,754 | |
| Six months ended 27 September 2020 Unaudited £'000 | Six months ended 29 September 2019 Unaudited £'000 | Year ended 29 March 2020 Audited £'000 | |
| (Loss)/profit for the period | (3,938) | 386 | (1,175) |
| Adjustments: | |||
| Income tax (credit)/expense | (389) | 357 | 421 |
| (Loss)/profit before tax for the period | (4,327) | 743 | (754) |
| Finance income | (1) | (6) | (10) |
| Finance costs | 1,323 | 1,318 | 2,596 |
| Operating (loss)/profit for the period | (3,005) | 2,055 | 1,832 |
| Depreciation and amortisation | 5,934 | 5,746 | 11,577 |
| Cost of acquisition | - | 14 | 14 |
| Impairment of property, plant and equipment | 461 | - | 263 |
| Change in fair value of investments | - | - | 245 |
| Loss on disposal of property, plant and equipment | - | - | 23 |
| Share based payments expense | 75 | 82 | 157 |
| Operating cash flows before movement in working capital | 3,465 | 7,897 | 14,111 |
| Increase in inventories | (107) | (168) | (142) |
| Increase in trade and other receivables | (3,198) | (2,806) | (59) |
| Increase in trade and other payables | 6,124 | 4,483 | 1,307 |
| Cash generated from operations | 6,284 | 9,406 | 15,217 |
| Income taxes paid | - | (50) | (375) |
| Net cash from operating activities | 6,284 | 9,356 | 14,842 |