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REG - Fulham Shore PLC - Half-year Report

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RNS Number : 9190J  Fulham Shore PLC (The)  16 December 2022

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

("Fulham Shore", the "Company" or the "Group")

 

Unaudited interim results for the six months ended 25 September 2022

 

 

The Directors of Fulham Shore, the owner and operator of The Real Greek and
Franco Manca restaurant businesses, are pleased to announce unaudited interim
results for the six months ended 25 September 2022.

 

Financial Highlights

·      Revenues increased 26% to £49.9m (2021: £39.5m)

·      Headline EBITDA* of £10.5m (2021: £10.6m)

·      Adjusted Headline EBITDA* of £6.0m (2021: £6.9m) reflecting the
absence of the business rates holiday, lower VAT rate, and COVID-19 grants
that were in place during the prior year comparable period

·      Operating profit of £2.4m (2021: £4.5m) reflecting higher
one-off pre-opening costs incurred on more new restaurant openings during the
Half Year

·      Profit after tax of £0.3m (2021: £2.4m)

·      Operating cash inflow of £12.9m (2021: £15.6m)

·      Net cash at the end of the Period (excluding lease liabilities)
of £2.8m (2021: £5.1m)

·      Post the period end:

o  RCF loan facility of £17m extended with HSBC by one year to expire in
November 2025

o  As at 15 December 2022, the Group had net cash (excluding lease
liabilities) of £0.7m

o  As at 15 December 2022, undrawn debt facilities of £16.9m out of total
facilities of £17.75m

 

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

 

Operational Highlights

·      Opened during the period:

o  11 new Franco Manca pizzerias (one of which was a relocation)

o  2 new The Real Greek restaurants (closed one due to end of lease)

·      93 restaurants operated as at 25 September 2022 (2021: 75)

·      Post the period end:

o  2 further Franco Manca opened (to 71 pizzeria)

o  2 further The Real Greek opened (to 26 restaurants)

o  Agreed terms of a franchise territory agreement for Franco Manca in Spain
which we believe is a potential major market

o  Strategic expansion into retail in November with launch of debut range of
five premium Franco Manca Chef's Selection cook-at-home pizzas available to
purchase in over 500 supermarkets across the UK, with encouraging levels of
sales so far

 

David Page, Executive Chairman of Fulham Shore, said:

"The Group traded in line with management expectations during the period
despite challenging trading circumstances. This creditable performance was
underpinned by continued strong revenue growth at both Franco Manca and The
Real Greek reflecting both businesses' high-quality food and excellent
value-for-money propositions.

 

During the six month period the Group made solid strategic progress, opening a
total of 11 net new restaurants in the UK and since the period end have agreed
the terms of a new franchise agreement for Franco Manca in Spain which will
see the opening of two restaurants in the country early next year.

 

Our UK restaurant expansion is now complemented by the launch of our very
first range of cook-at-home Franco Manca sourdough pizzas into 500 UK
supermarkets. The customer reception to the range has been encouraging since
its launch in November, and we look forward to seeing this develop further
over the coming months and years.

 

Trading during the first two months of the second half of the financial year
was well ahead of the comparable periods in 2019 and 2021, at 46% and 12%
respectively. Furthermore, the Franco Manca loyalty programme continues to
grow in user numbers with 350,000 users and over 50,000 loyalty pizzas enjoyed
by our loyal customers.  Notwithstanding this momentum, the Board remains
mindful that we continue to operate against an unstable political and economic
backdrop, which in turn has impacted consumer confidence and  driven up our
costs as well as facing significant challenges from the ongoing transportation
disruption.

 

Reflecting on this, our aims over the coming 12 months are to conserve cash
for our shareholders, to proceed cautiously, and take advantage of
ever-decreasing rents.

 

 

Contacts:

 

 The Fulham Shore PLC                                   www.fulhamshore.com (http://www.fulhamshore.com/)
 David Page / Nick Wong                                 Via Hudson Sandler

 Singer Capital Markets (Nominated Adviser and Broker)

 Shaun Dobson / James Moat / Kailey Aliyar              Tel: 020 7496 3000

 Hudson Sandler (Financial PR)                          fulhamshore@hudsonsandler.com (mailto:fulhamshore@hudsonsandler.com)

 Alex Brennan / Lucy Wollam / Ben Wilson                Telephone: 020 7796 4133

 

 

Notes for editors

 

Information on The Fulham Shore PLC

 

Fulham Shore owns and operates "The Real Greek" (www.therealgreek.com) and
"Franco Manca" (www.francomanca.co.uk
(file://///10.21.1.3/Nick.Wong%24/My%20Documents/Fulham%20Shore/Interims%20Sept%202018/www.francomanca.co.uk)
) restaurants.

 

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

 

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

 

The Real Greek

 

Since its foundation in London in 1999, The Real Greek business has grown
steadily, now offering modern Greek cuisine in 26 restaurants across London
and Southern England.

 

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

 

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

 

Franco Manca

 

Franco Manca opened its first restaurant in 2008 and now has 71 restaurants,
primarily in London, but also with restaurants across the UK (e.g. Cardiff,
Edinburgh, Glasgow, Manchester, Leeds, Cambridge, Birmingham, Brighton,
Bristol and Exeter).

 

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

 

Franco Manca has received the following accolades:

 

-       Winner of the Peach 20/20 Consumer Choice Award at the 2021 Hero
& Icon Awards

-       Winner of the Casual Dining Best Family Dining Experience Award
2020

-       Winner of the R200 Best Value Restaurant Operator - Over 20
Sites Award 2019 and 2017

 

 

Chairman's statement

 

Introduction

 

I am pleased to announce the Group's unaudited interim results for the six
months ended 25 September 2022 (the "Half Year" or the "Period").

 

During the Period, the Group traded in line with management expectations, with
excellent growth in revenue driven by the enduring popularity of both Franco
Manca and The Real Greek's excellent value-for-money propositions. This was
achieved in spite of challenging political and macroeconomic circumstances as
well as cost inflation and recent sporadic train and tube disruptions that
impacted a number of our city centre locations.

 

Trading Performance

Group revenues for the Half Year were £49.9m (2021: £39.5m), an increase of
approximately 38% when compared with the same period in 2019, prior to the
onset of Covid-19, and some 26% ahead when compared with the same period to
September 2021.

 

Headline EBITDA* for the Half Year was in-line with the prior year at £10.5m
(2021: £10.6m). Our Adjusted Headline EBITDA* for the Half Year was lower at
£6.0m (2021: £6.9m) as the business rates holiday, lower VAT rate and COVID
grants, that the Group benefited from last year, ended.

 

Operating Profit for the Half Year was £2.4m (2021: £4.5m), reflecting the
higher one off pre-opening costs incurred on opening 13 new restaurants during
the Half Year (2021: 3 restaurants), while Profit Before Tax was £0.9m (2021:
£3.1m).

 

During the Half Year, the Group generated positive cash inflow from operating
activities of £12.9m (2021: £15.6m) and invested £10.6m (2021: £2.2m)
predominantly in fitting out new restaurants. The Group benefited from
landlord contributions which totalled over £0.7m on new sites acquired during
the Half Year.

 

The Group's net cash position before lease liabilities recognised under IFRS
16 as at 25 September 2022 was £2.8m (2021: £5.1m).

 

New Openings

During the Half Year, we opened thirteen new restaurants (2021: 3) and closed
two restaurants (2021: Nil), one of which was relocated nearby almost
immediately. The opening programme resulted in pre-opening costs of £1.2m
(2021: £0.2m).

 

Since the Half Year period end, the Group has opened two more Franco Manca
pizzeria and two The Real Greek, including the first Franco Manca in Wales, in
the centre of Cardiff, and the first The Real Greek in Scotland, which is
located in the successful new shopping scheme St James Quarter, Edinburgh, and
opened just in time for Christmas.

 

The Group continues to secure desirable sites at favourable rents, supported
by high vacancy rates and lower rents than at the peak levels seen in 2019.
The Group is in various stages of negotiations for eight proposed new
restaurant leases due to open in the next financial year.

 

Franco Manca Cook At Home Range

Our retail cook at home pizza collaboration with a leading supermarket,
announced on 1 November 2022, is showing early signs of success. Our delicious
range of Franco Manca Chef's Selection sourdough pizzas are being sold in over
500 supermarkets across the UK. The first few weeks of sales have gone well,
reviews are positive, and we believe this will develop an additional source of
revenue over the next few years.

 

International Expansion

Following the franchise agreement for Greece signed in November 2021, the
Group is pleased to announce that the terms of a franchise territory agreement
for Franco Manca in Spain and Gibraltar have been agreed. The first two
locations will be located in the Malaga area of southern Spain, with more
sites to follow if these prove successful.  The Board believes this to be a
major market for the Group and hope to conclude the deal in the new year.

 

 

COVID-19 Business Interruption Insurance

We are making progress formulating a COVID 19 business interruption insurance
claim. We believe our policy wording is similar to some recent successful
outcomes for insured parties in our industry. At this stage, however, there
can be no certainty of a financially beneficial outcome for the Group.

 

Current Trading

Group turnover during the first two months of the second half of the financial
year was well ahead of the comparable periods in 2019 and 2021, by 46% and 12%
respectively, however our costs continue to rise against the backdrop of
subdued early and mid-week trading.

 

During the second half of the financial year so far our restaurants and our
customers have been buffeted by unstable political and economic circumstances
which in turn have impacted consumer confidence. This is in addition to the
restrictions caused by intermittent train and tube disruption. As a result,
office occupancy in our urban locations has again fallen back to well below
2019 levels.

 

The Group's trade at weekends especially in suburban sites has held up well
and is in line with management expectations. December has started well and
Franco Manca sales especially have recovered, again driven by strong weekend
trade.

 

Our restaurant businesses started life in central London and its inner
suburbs. These sites still form a large geographic proportion of our sites.
 Following the lifting of COVID restrictions last year some of these office
occupancy figures had been improving week by week. However recent surveys have
shown office occupancy figures have stagnated, remaining at around 42% down
from a weekly average occupancy of 63% back in 2019. Lower office occupancy
has also impacted commuting numbers; in the year to March 2022, London
Waterloo Station carried less than 50% of the commuters that it did in
2019/2020.

 

As a result, at our office centric locations, Monday and Friday trade has been
particularly negatively impacted since the Half Year, exacerbated by a number
of mid-week tube or rail strikes.

 

The majority of restaurants in the Group benefited from fixed price energy
contracts that expired at the beginning of October 2022. Energy rates have
doubled since these contracts ended, after taking into account the price cap
introduced by the UK Government. We have been able to offset some of the
resultant margin impact through an energy efficiency drive, benefiting from
agreeing lower rateable values for some of our restaurants and from closing
several rent reviews with nil increases.  We will also review our menu
pricing more regularly to cope with these additional costs whilst still aiming
to be better value than a comparative basket of our peer group.

 

The Franco Manca loyalty programme continues to grow in user numbers, with
350,000 users and over 50,000 loyalty pizzas enjoyed by our loyal customers.

 

Bank facilities

In November 2022, we are pleased to have signed a one year extension of our
£17m Revolving Credit Facility with HSBC taking the maturity date to November
2025. The Company's net cash position before lease liabilities recognised
under IFRS 16 as at 15 December 2022 was over £ 0.7m. The Group therefore has
undrawn bank facilities of £16.9m, providing substantial financial headroom
of over £17.6m.

 

Outlook

In our recent Trading Update, announced on 1 November 2022, the Group stated:
'Macroeconomic challenges including inflation, rising interest rates and
political uncertainty continue to affect consumer confidence and combined with
input cost inflation, are presenting trading conditions that are more unstable
and unpredictable than at any time in recent memory. These rising costs and
the availability of any relevant government support leads to a lack of
transparency for short term trading. The Group will review on an ongoing basis
its restaurant opening target for the 2024 financial year, based on the
ever-evolving economic and political outlook, and will share subsequent
updates as appropriate'. This still remains the case.

 

The continued transport disruption on the approach to Christmas will
inevitably continue to cause more interruptions to our normal trading
patterns. We prudently assume that these transportation strikes are likely to
be equally as disruptive in the coming months. In addition, whilst we hope to
see some recovery, we must assume that the cost of living impacts on consumers
will continue to influence particularly early and mid-week trading and office
centric locations. As a result, the Group is conducting a number of
initiatives in both businesses to boost trade early in the week and at
lunchtime and these are showing early signs of improving sales. Sales from our
retail launch of five cook-at-home Franco Manca pizzas will also partially
mitigate expected lower footfall in the final quarter.

 

Due to these challenges, the Company expects that trade in the final quarter
of the current financial year is likely to be behind any of the Group's first
three quarters.

 

Despite the current turbulent trading conditions and the specific disruptions
to trade our restaurants continue to be popular with the UK public driven by
our fantastic value for money menu pricing and the operations team's devotion
to quality food. This gives the Board the strong belief in the long term
performance of the Company.

 

Although, the Group expects to deliver its 18(th) new opening in spring 2023,
given the pressures outlined above, the Board believes that it would be
imprudent to aim to maintain this opening frequency in the next financial
year. Until the economic situation for our customers and the country improves
and stability returns, the Group will look to target between 5 to 10 new
openings for the next financial year and will continue to fund the opening
programme largely out of operating cash flow.

 

In addition, several of our original restaurants are now ten years old and
therefore we will be embarking on a refurbishment programme of our existing
estate in 2023, with the aim of increasing covers where possible. We believe
that capital expenditure in this area could match or exceed the return on
investment of a new site.

 

Conserving cash for our shareholders, proceeding with openings  cautiously
and taking advantage of the ever-decreasing rents which are still prevalent
will be our aim over the next 12 months.

 

The Board is highly experienced and has operated through many of these
periodic social and economic upheavals over the past 40 years. We believe this
political and economic hiatus will eventually pass and we look forward to a
more 'normal' trading environment within the next 12 months.

 

 

 

 

David Page

Chairman

 

16 December 2022

 

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

 

.

 

The Fulham Shore PLC

Unaudited Consolidated Statement of Comprehensive Income

for the six months ended 25 September 2022

 

                                                                                      Six months                  Six months                  Year

                                                                                      ended                       ended                       ended

                                                                                      25 September                26 September                27 March

                                                                                      2022                        2021                        2022
                                                                               Notes  Unaudited                   Unaudited                   Audited

                                                                                      £'000                       £'000                       £'000

 Revenue                                                                              49,888                      39,458                      82,702
 Cost of sales                                                                        (30,572)                    (24,185)                    (51,093)

 Gross profit                                                                         19,316                      15,273                      31,609
 Administrative expenses                                                              (15,181)                    (11,827)                    (25,039)
 Other income                                                                         35                          1,688                       2,401

 Headline operating profit                                                            4,170                       5,134                       8,971

 Share based payments                                                                 (15)                        (41)                        (80)
 Pre-opening costs                                                                    (1,236)                     (162)                       (733)
 Amortisation of brand                                                                (411)                       (411)                       (821)
 Exceptional costs
 - impairment of property, plant and equipment                                        -                           -                           (602)

 - other exceptional costs                                                            (111)                       -                           -

 Operating profit                                                                     2,397                       4,520                       6,735
 Finance income                                                                       -                           1                           2
 Finance costs                                                                 4      (1,537)                     (1,427)                     (2,863)

 Profit before taxation                                                               860                         3,094                       3,874
 Income tax expense                                                            5      (589)                       (677)                       (211)

 Profit and total comprehensive income for the year attributable to owners of
 the company

                                                                                      271                         2,417                       3,663

 Basic                                                                         6      0.0p                        0.4p                        0.6p
 Diluted                                                                       6      0.0p                        0.4p                        0.6p

 

There were no other comprehensive income items.

The Fulham Shore PLC

Unaudited Consolidated Balance Sheet

as at 25 September 2022

 

                                        As at                       As at                       As at

                                        25 September                26 September                27 March

                                        2022                        2021                        2022

                                        Unaudited                   Unaudited                   Audited

                                Notes   £'000                       £'000                       £'000
 Non-current assets
 Intangible assets                      22,797                      23,679                      23,233
 Property, plant and equipment          126,376                     100,373                     110,499
 Investments                            66                          -                           66
 Trade and other receivables            742                         788                         672
 Deferred tax assets                    556                         823                         806

                                        150,537                     125,663                     135,276
 Current assets
 Inventories                            3,002                       2,153                       2,399
 Trade and other receivables            6,817                       4,395                       4,308
 Cash and cash equivalents      7       3,674                       16,211                      6,141

                                        13,493                      22,759                      12,848

 Total assets                           164,030                     148,422                     148,124

 Current liabilities
 Trade and other payables               (27,696)                    (21,133)                    (20,707)
 Borrowings                     8       (7,270)                     (12,311)                    (6,527)
 Income tax payables                    (714)                       (743)                       (368)

                                        (35,680)                    (34,187)                    (27,602)

 Net current liabilities                (22,187)                    (11,428)                    (14,754)

 Non-current liabilities
 Borrowings                     8       (87,251)                    (74,959)                    (79,702)
 Deferred tax liabilities               (1,448)                     (1,438)                     (1,455)

                                        (88,699)                    (76,397)                    (81,157)

 Total liabilities                      (124,379)                   (110,584)                   (108,759)

 Net assets                             39,651                      37,838                      39,365

 Equity
 Share capital                          6,348                       6,205                       6,348
 Share premium account                  9,376                       9,153                       9,376
 Merger relief reserve                  30,459                      30,459                      30,459
 Reverse acquisition reserve            (9,469)                     (9,469)                     (9,469)
 Retained earnings                      2,937                       1,490                       2,651

 Total equity                           39,651                      37,838                      39,365

The Fulham Shore PLC

Unaudited Consolidated Statement of Changes in Equity

for the six months ended 25 September 2022

 

Six months ended 25 September 2022

Unaudited

 

                                            Attributable to owners of the Company
                                                                                                                                                                                                 Equity

                                                                                                    Merger                      Reverse                                                          Share-

                                            Share                       Share                       Relief                      Acquisition                      Retained                        holders '

                                            capital                     premium                     Reserve                     Reserve                          earnings                        Funds

                                            £'000                       £'000                       £'000                       £'000                            £'000                           £'000

 At 27 March 2022                           6,348                       9,376                       30,459                      (9,469)                          2,651                           39,365

 Profit for the period                      -                           -                           -                           -                                271                             271

 Total comprehensive income for the period

                                            -                           -                           -                           -                                271                             271

 Transactions with owners:
 Share based payments                       -                           -                           -                           -                                15                              15

 Total transactions with owners

                                            -                           -                           -                           -                                2,937                           2,937

 At 25 September 2022

                                            6,348                       9,376                       30,459                      (9,469)                          2,937                           39,651

 

 

 

Six months ended 26 September 2021

Unaudited

 

                                            Attributable to owners of the Company
                                                                                                                                                                                                 Equity

                                                                                                             Merger                      Reverse                                                 Share-

                                            Share                                Share                       Relief                      Acquisition                 Retained                    holders '

                                            capital                              premium                     Reserve                     Reserve                     earnings                    Funds

                                            £'000                                £'000                       £'000                       £'000                       £'000                       £'000

 At 29 March 2020                           6,191                                9,078                       30,459                      (9,469)                     (802)                       35,457

 Profit for the period                      -                                    -                           -                           -                           2,417                       2,417

 Total comprehensive income for the period

                                            -                                    -                           -                           -                           2,417                       2,417

 Transactions with owners:
 Share based payments                                            -               -                           -                           -                           41                          41
 Deferred tax on share based payments

                                                                 -               -                           -                           -                           (166)                       (166)
 Issue of new ordinary shares

                                                                 14              75                          -                           -                           -                           89

 Total transactions with owners

                                            14                                   75                          -                           -                           2,292                       2,381

 At 26 September 2021

                                            6,205                                9,153                       30,459                      (9,469)                     1,490                       37,838

 

 

 

Year ended 27 March 2022

Audited

 

                                                                                               Merger                      Reverse

                                       Share                       Share                       Relief                      Acquisition                     Retained                    Total

                                       Capital                     Premium                     Reserve                     Reserve                         Earnings                    Equity

                                       £'000                       £'000                       £'000                       £'000                           £'000                       £'000

 At 28 March 2021                      6,191                       9,078                       30,459                                      (9,469)         (802)                       35,457

 Profit for the year                   -                           -                           -                           -                               3,663                       3,663

 Total comprehensive income

                                       -                           -                           -                           -                               3,663                       3,663

 Transactions with owners:
 Share based payments                  -                           -                           -                           -                               80                          80
 Deferred tax on share based payments

                                       -                           -                           -                           -                               (290)                       (290)
 Exercise of share options             157                         298                         -                           -                               -                           455

 Total transactions with owners

                                       157                         298                         -                           -                               3,453                       3,908

 At 27 March 2022                      6,348                       9,376                       30,459                      (9,469)                         2,651                       39,365

 

The Fulham Shore PLC

Unaudited Consolidated Cash Flow Statement

for the six months ended 25 September 2022

 

                                                                          Six months                  Six months                  Year

                                                                          ended                       ended                       ended

                                                                          25 September                26 September                27 March

                                                                          2022                        2021                        2022

                                                                          Unaudited                   Unaudited                   Audited

                                                                  Notes   £'000                       £'000                       £'000

 Net cash from operating activities                               9       12,929                      15,642                      24,453

 Investing activities
 Acquisition of property, plant and equipment                             (10,639)                    (2,165)                     (7,799)
 Acquisition of intangible assets                                         (4)                         (2)                         (2)
 Acquisition of investments                                               -                           -                           (66)

 Net cash flow used in investing activities                               (10,643)                    (2,167)                     (7,867)

 Financing activities
 Proceeds from issuance of new ordinary shares (net of expenses)

                                                                          -                           89                          455
 Capital repaid on bank borrowings                                        (1,000)                     (4,738)                     (14,000)
 Principal element of lease payments                                      (2,216)                     (3,459)                     (6,309)
 Interest received                                                        -                           1                           2
 Interest paid                                                            (1,537)                     (1,427)                     (2,863)

 Net cash used in financing activities                                    (4,753)                     (9,534)                     (22,715)

 Net increase in cash and cash equivalents                                (2,467)                     3,941                       (6,129)

 Cash and cash equivalents at beginning of the period

                                                                          6,141                       12,270                      12,270

 Cash and cash equivalents at end of period                       7       3,674                       16,211                      6,141

 

The Fulham Shore PLC

Notes to the Unaudited Interim Financial Information

for the six months ended 25 September 2022

 

1.             General information

 

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

 

2.             Basis of preparation

 

The unaudited interim financial information for the six months ended 25
September 2022 has been prepared under applicable law UK-adopted International
Accounting Standards (UK-IAS) based on the accounting policies consistent with
those used in the financial statements for the period ended 27 March 2022, but
does not contain all the information necessary for full compliance with
UK-IAS.

 

The unaudited interim financial information was approved and authorised for
issue by the Board on 16 December 2022.

 

The unaudited interim financial information for the six months ended 25
September 2022 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 27 March 2022. The information for
the period ended 27 March 2022 has been extracted from the statutory accounts
for that period which have been delivered to the Registrar of Companies. The
audit report on these statutory accounts was unqualified, did not contain an
emphasis of matter paragraph, and did not contain a statement under sections
498(2)-(3) of the Companies Act 2006.

 

The unaudited interim financial information 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.

 

Changes in accounting policies and disclosures:

 

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

 

Going Concern

The Directors have reviewed the Group's working capital position, forecasts,
the impact of inflation, availability of potential equity funding, other
longer term plans and the financial resources and bank facilities in place
that are available to deal with the business risks of the Group along with the
significant covenant headroom. The Group had net funds, before lease
liabilities recognised under IFRS 16, as at 15 December 2022 of £0.7m thus
having headroom of some £17.6m available. The main long term revolving credit
facility was extended in November 2022 by an additional year and does not
require repayment before November 2025, Additionally, the Group's opening
programme has been and can be adjusted fluidly to take account of business
risks and the wider economic risks. The Directors feel well placed to manage
the business risks successfully within the present financial arrangements.

 

The Directors have a reasonable expectation that the Group has adequate
resources to continue in operational existence for the foreseeable future,
being a period of at least twelve months from the approval of this financial
information. Thus, they continue to adopt the going concern basis of
accounting in preparing the interim financial information.

 

 

3.             Segment information

 

For management purposes, the Group was organised into two operating divisions
during the 6 months ended 25 September 2022. These divisions, The Real Greek
and Franco Manca, are the basis on which the Group reports its primary segment
information as identified by the chief operating decision maker which is the
Group's board of directors.

 

For the six months ended 25 September 2022 (Unaudited)

 

                                                    The Real                    Franco

                                                    Greek                       Manca                       Other

                                                    segment                     segment                     unallocated                 Total

                                                    £'000                       £'000                       £'000                       £'000

 External revenue                                   18,482                      31,494                      (88)                        49,888

 Headline EBITDA*                                   3,752                       7,136                       (435)                       10,453
 Depreciation and amortisation                      (1,930)                     (4,340)                     (13)                        (6,283)

 Headline operating profit/(loss)                   1,822                       2,796                       (448)                       4,170

 Share based payments                               (4)                         (5)                         (6)                         (15)
 Pre-opening costs                                  (222)                       (1,014)                     -                           (1,236)
 Amortisation of brand                              -                           (411)                       -                           (411)
 Exceptional costs                                  (12)                        (99)                        -                           (111)

 Operating profit/(loss)                            1,584                       1,267                       (454)                       2,397
 Finance income                                     -                           -                           -                           -
 Finance costs                                      (497)                       (930)                       (110)                       (1,537)

 Segment profit/(loss) before taxation              1,087                       337                         (564)                       860
 Income tax expense                                                                                                                     (589)

 Profit for the period                                                                                                                  271

 Assets                                             47,255                      115,368                     1,407                       164,030
 Liabilities                                        (42,227)                    (79,093)                    (3,059)                     (124,379)

 Net assets/(liabilities)                           5,028                       36,275                      (1,652)                     39,651

 Capital additions to PPE                           5,194                       17,832                      -                           23,026

 Capital expenditure excluding right of use assets

                                                    1,235                       9,404                       -                           10,639

 

 

 

For the six months ended 26 September 2021 (Unaudited)

 

                                                    The Real                    Franco

                                                    Greek                       Manca                       Other

                                                    segment                     segment                     unallocated                 Total

                                                    £'000                       £'000                       £'000                       £'000

 External revenue                                   13,712                      25,746                      -                           39,458

 Headline EBITDA*                                   4,247                       7,098                       (792)                       10,553
 Depreciation and amortisation                      (1,451)                     (3,954)                     (14)                        (5,419)

 Headline operating profit/(loss)                   2,796                       3,144                       (806)                       5,134

 Share based payments                               (14)                        (20)                        (7)                         (41)
 Pre-opening costs                                  (40)                        (122)                       -                           (162)
 Amortisation of brand                              -                           (411)                       -                           (411)

 Operating profit/(loss)                            2,742                       2,591                       (813)                       4,520
 Finance income                                     -                           1                           -                           1
 Finance costs                                      (394)                       (836)                       (197)                       (1,427)

 Segment profit/(loss) before taxation              2,348                       1,756                       (1,010)                     3,094
 Income tax expense                                                                                                                     (677)

 Profit for the period                                                                                                                  2,417

 Assets                                             41,664                      102,124                     4,634                       148,422
 Liabilities                                        (31,179)                    (65,364)                    (14,041)                    (110,584)

 Net assets/(liabilities)                           10,485                      36,760                      (9,407)                     37,838

 Capital additions to PPE                           4,726                       6,065                       2                           10,793

 Capital expenditure excluding right of use assets

                                                    601                         1,562                       2                           2,165

 

 

 

 

 

For the year ended 27 March 2022 (Audited)

 

                                                  The Real                    Franco

                                                  Greek                       Manca                       Other

                                                  segment                     segment                     unallocated                 Total

                                                  £'000                       £'000                       £'000                       £'000

 Revenue from external customers                  29,121                      53,465                      116                         82,702

 Headline EBITDA*                                 7,635                       14,157                      (1,454)                     20,338
 Depreciation and amortisation                    (3,285)                     (8,055)                     (27)                        (11,367)

 Headline operating profit/(loss)                 4,350                       6,102                       (1,481)                     8,971

 Share based payments                             (27)                        (37)                        (16)                        (80)
 Pre-opening costs                                (346)                       (387)                       -                           (733)
 Amortisation of brand                            -                           (821)                       -                           (821)
 Impairment of property plant and equipment

                                                  (602)                       -                           -                           (602)

 Operating profit/(loss)                          3,375                       4,857                       (1,497)                     6,735
 Finance income                                   -                           2                           -                           2
 Finance costs                                    (855)                       (1,649)                     (359)                       (2,863)

 Segment profit/(loss) before taxation            2,520                       3,210                       (1,856)                     3,874
 Income tax expense                                                                                                                   (211)

 Profit for the year from continuing operations

                                                                                                                                      3,663

 Assets                                           43,753                      103,091                     1,280                       148,124
 Liabilities                                      (36,566)                    (67,567)                    (4,626)                     (108,759)

 Net assets/(liabilities)                         7,187                       35,524                      (3,346)                     39,365

 Capital additions to PPE                         12,814                      14,679                      7                           27,500

 Capital additions excluding right of use assets

                                                  3,313                       4,479                       7                           7,799

 

In addition to the revenues generated from external customers, The Real Greek
segment also generated internal revenues from another segment to the value of
£203,000 (2021: £155,000).

 

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

 

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

 

 

* Headline EBITDA and Adjusted Headline EBTIDA are key measures for the Group
as well as industry analysts as they are indicative of ongoing EBITDA
generation of the businesses. Headline EBITDA is defined as EBITDA before
share based payments and pre-opening costs, where EBITDA is defined as
operating profit before depreciation and amortisation, amortisation of brand,
impairment of property, plant and equipment, impairment of goodwill and
intangible assets, impairment and changes in fair value of investments,
COVID-19 related costs, restructuring costs, costs of reverse acquisition,
cost of acquisition and loss on disposal of property, plant and equipment.
Adjusted Headline EBITDA is defined as Headline EBITDA less rent expense
calculated on an accrual basis which excludes the effect of IFRS16.

 

                                                 Six months                  Six months                  Year

                                                 ended                       ended                       ended

                                                 25 September                26 September                27 March

                                                 2022                        2021                        2022
                                                 Unaudited                   Unaudited                   Audited

                                                 £'000                       £'000                       £'000

 Profit before taxation                          860                         3,094                       3,874
 Finance costs                                   1,537                       1,427                       2,863
 Finance income                                  -                           (1)                         (2)

 Operating profit                                2,397                       4,520                       6,735

 Depreciation and amortisation                   6,283                       5,419                       11,367
 Amortisation of brand                           411                         411                         821
 Exceptional costs:

 - impairment of property, plant and equipment   -                           -                           602
 - other exceptional costs                       111                         -                           -

 EBITDA                                          9,202                       10,350                      19,525

 Share based payments                            15                          41                          80
 Pre-opening costs                               1,236                       162                         733

 Headline EBITDA                                 10,453                      10,553                      20,338

 Adjustment for rent expenses                    (4,415)                     (3,697)                     (7,945)

 Adjusted headline EBITDA                        6,038                       6,856                       12,393

 

 

 

4.             Finance costs

 

                                                        Six months                  Six months                  Year

                                                        ended                       ended                       ended

                                                        25 September                26 September                27 March

                                                        2022                        2021                        2022

                                                        Unaudited                   Unaudited                   Audited

                                                        £'000                       £'000                       £'000

 Interest expense on bank loans and overdrafts          110                         201                         362
 Interest on lease liabilities recognised under IFRS16  1,427                       1,226                       2,501

                                                        1,537                       1,427                       2,863

 

5.             Income Tax Expense

 

                                                              Six months                  Six months                  Year

                                                              ended                       ended                       ended

                                                              25 September                26 September                27 March

                                                              2022                        2021                        2022

                                                              Unaudited                   Unaudited                   Audited

                                                              £'000                       £'000                       £'000

 Income tax expense on continuing operations
 Based on the result for the period:
 UK Corporation tax at 19% (2021: 19%)                        346                         734                         627
 Adjustment in respect of prior periods                       -                           -                           (269)

 Total current tax                                            346                         734                         358

 Deferred taxation:
 Current year                                                 243                         (57)                        (147)

 Total deferred tax                                           243                         (57)                        (147)

 Total taxation expense on profit from continuing operations

                                                              589                         677                         211

 

 

6.             Earnings per share

 

                                                                                Six months                  Six months                  Year

                                                                                ended                       ended                       ended

                                                                                25 September                26 September                27 March

                                                                                2022                        2021                        2022

                                                                                Unaudited                   Unaudited                   Audited

                                                                                £'000                       £'000                       £'000

 Profit for the purposes of basic and diluted earnings per share (continuing
 operations):

                                                                                271                         2,417                       3,663

 Share based payments                                                           15                          41                          80
 Deferred tax on share based payments                                           (25)                        (95)                        (81)
 Pre-opening costs                                                              1,236                       162                         733
 Amortisation of brand                                                          411                         411                         821
 Deferred tax on amortisation of brand                                          (68)                        (69)                        (137)
 Loss on disposal                                                               -                           -                           64
 Exceptional costs

 - impairment of property, plant and equipment                                  -                           -                           602

 - other exceptional costs                                                      111                         -                           -

 Headline profit for the period for the purposes of Headline basic and diluted
 earnings per share

                                                                                1,951                       2,867                       5,745

 

                                                                                Six months                  Six months                  Year

                                                                                ended                       ended                       ended

                                                                                25 September                26 September                27 March

                                                                                2022                        2021                        2022

                                                                                Unaudited                   Unaudited                   Audited

                                                                                £'000                       £'000                       £'000

 Weighted average number of ordinary shares in issue for the purposes of basic
 earnings per share

                                                                                629,475                     619,230                     626,794
 Effect of dilutive potential ordinary shares:

 - Share options                                                                10,385                      24,739                      12,386

 Weighted average number of shares for the purpose of diluted earnings per
 share

                                                                                639,860                     643,969                     639,180

 

 

 

 

                             Six months                  Six months                  Year

                             ended                       ended                       ended

                             25 September                26 September                27 March

                             2022                        2021                        2022

                             Unaudited                   Unaudited                   Audited

                             £'000                       £'000                       £'000
 Earnings per share:
 Basic earnings per share    0.0p                        0.4p                        0.6p
 Diluted earnings per share  0.0p                        0.4p                        0.6p

 Headline basic              0.3p                        0.5p                        0.9p
 Headline diluted            0.3p                        0.4p                        0.9p

 

7.             Cash and cash equivalents

 

                           As at                       As at                       As at

                           25 September                26 September                27 March

                           2022                        2021                        2022

                           Unaudited                   Unaudited                   Audited

                           £'000                       £'000                       £'000

 Cash at bank and in hand  3,674                       16,211                      6,141

 

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

 

8.             Borrowings

 

                         As at                       As at                       As at

                         25 September                26 September                27 March

                         2022                        2021                        2022

                         Unaudited                   Unaudited                   Audited

                         £'000                       £'000                       £'000

 Short term borrowings:
 Bank loans              -                           4,850                       -
 Lease liabilities       7,270                       7,461                       6,527

                         7,270                       12,311                      6,527

 Long term borrowings:

 Bank loans              850                         6,262                       1,850
 Lease liabilities       86,401                      68,697                      77,852

                         87,251                      74,959                      79,702

                         94,791                      87,270                      86,229

 

As at 25 September 2022, the Group's committed Sterling borrowing facilities
comprised a revolving credit facility of £17,000,000 (2021: £14,250,000)
expiring between one and five years and a bank overdraft facility of £750,000
repayable on demand, all of which are secured by a mortgage debenture in
favour of HSBC Bank PLC representing fixed or floating charges over the assets
of the Group. As at 25 September 2022, the Group had £16,900,000 undrawn
headroom across its banking facilities.

 

 

9.             Note to cash flow statements

 

Reconciliation of net cash flows from operating activities

 

                                                          Six months                  Six months                  Year

                                                          ended                       ended                       ended

                                                          25 September                26 September                27 March

                                                          2022                        2021                        2022

                                                          Unaudited                   Unaudited                   Audited

                                                          £'000                       £'000                       £'000

 Profit/(loss) for the period                             271                         2,417                       3,663

 Adjustments:
 Income tax expense                                       589                         677                         211

 Profit before tax for the period                         860                         3,094                       3,874
 Finance income                                           -                           (1)                         (2)
 Finance costs                                            1,537                       1,427                       2,863

 Operating profit for the period                          2,397                       4,520                       6,735
 Depreciation and amortisation                            6,694                       5,829                       12,188
 Impairment of property, plant and equipment              -                           -                           602
 Loss on disposal of property, plant and equipment        15                          -                           65
 Other exceptional costs                                  96                          -                           -
 Share based payments expense                             15                          41                          80

 Operating cash flows before movement in working capital

                                                          9,217                       10,390                      19,670
 Increase in inventories                                  (603)                       (177)                       (423)
 Increase in trade and other receivables                  (2,674)                     (1,527)                     (1,324)
 Increase in trade and other payables                     6,989                       6,956                       6,530

 Cash generated from operations                           12,929                      15,642                      24,453
 Income taxes paid                                        -                           -                           -

 Net cash from operating activities                       12,929                      15,642                      24,453

 

 

9.             Note to cash flow statements (continued)

 

Changes in net debt from financing activities

 

Six months ended 25 September 2022 (Unaudited)

 

                                                                                  Bank                        Bank                                                    Lease                       Lease

                                      Cash                                        loans                       loans                       Total                       liabilities                 liabilities

                                      and                                         due                         due                         before                      due                         due

                                      Cash                                        within                      after                       lease                       within                      after

                                      Equivalents                                 1 year                      1 year                      liabilities                 1 year                      1 year                      Total
                                      £'000                                       £'000                       £'000                       £'000                       £'000                       £'000                       £'000

 Net cash/(debt) as at

 27 March 2022                        6,141                                       -                           (1,850)                     4,291                       (6,527)                     (77,852)                    (80,088)

 Cash flows                           (2,467)                                     -                           1,000                       (1,467)                     2,216                       -                           749
 Reallocation                         -                                           -                           -                           -                           (1,984)                     1,984                       -
 Additions to lease liabilities

                                      -                                           -                           -                           -                           (1,048)                     (10,746)                    (11,794)
 Remeasurements to lease liabilities

                                      -                                           -                           -                           -                           (6)                         (586)                       (592)
 Reduction to lease liabilities

                                      -                                           -                           -                           -                           79                          799                         878

 Net cash/(debt) as at

 25 September 2022                    3,674                                       -                           (850)                       2,824                       (7,270)                     (86,401)                    (90,847)

 

Net cash/ (net debt) before lease liabilities recognised under IFRS 16 as at
25 September 2022 was net cash of £2,824,000 (2021: £5,099,000).

 

 

 

Six months ended 26 September 2021 (Unaudited)

 

                                                                                  Bank                        Bank                                                    Lease                       Lease

                                      Cash                                        loans                       loans                       Total                       liabilities                 liabilities

                                      and                                         due                         due                         before                      due                         due

                                      Cash                                        within                      after                       lease                       within                      after

                                      Equivalents                                 1 year                      1 year                      liabilities                 1 year                      1 year                      Total
                                      £'000                                       £'000                       £'000                       £'000                       £'000                       £'000                       £'000

 Net cash/(debt) as at

 28 March 2021                        12,270                                      (3,730)                     (12,120)                    (3,580)                     (7,909)                     (63,078)                    (74,567)

 Cash flows                           3,941                                       3,730                       1,008                       8,679                       3,459                       -                           12,138
 Reallocation                         -                                           (4,850)                     4,850                       -                           (2,230)                     2,230                       -
 Additions to lease liabilities

                                      -                                           -                           -                           -                           (759)                       (6,953)                     (7,712)
 Remeasurements to lease liabilities

                                      -                                           -                           -                           -                           (22)                        (896)                       (918)

 Net cash/(debt) as at

 26 September 2021                    16,211                                      (4,850)                     (6,262)                     5,099                       (7,461)                     (68,697)                    (71,059)

 

 

 

 

Year ended 27 March 2022 (Audited)

 

 

                                                                                  Bank                        Bank                                                    Lease           Lease

                                      Cash                                        loans                       loans                       Total                       liabilities     liabilities

                                      and                                         due                         due                         before                      due             due

                                      Cash                                        within                      after                       lease                       within          after

                                      Equivalents                                 1 year                      1 year                      liabilities                 1 year          1 year                                      Total
                                      £'000                                       £'000                       £'000                       £'000                       £'000           £'000                                       £'000

 Net cash/(debt) as at

 28 March 2021                        12,270                                      (3,730)                     (12,120)                    (3,580)                     (7,909)                         (63,078)                    (74,567)

 Cash flows                           (6,129)                                     -                           14,000                      7,871                       6,309                           -                           14,180
 Reallocation                         -                                           3,730                       (3,730)                     -                           (3,242)                         3,242                       -
 Additions to lease liabilities

                                      -                                           -                           -                           -                           (1,662)                         (17,050)                    (18,712)
 Remeasurements to lease liabilities

                                      -                                           -                           -                           -                           (23)                            (966)                       (989)

 Net cash/(debt) as at

 27 March 2022                        6,141                                       -                           (1,850)                     4,291                       (6,527)                         (77,852)                    (80,088)

 

 

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