REG-Fuller, Smith & Turner PLC Fuller, Smith & Turner PLC: Final Results
30/07/2020 07:05
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Fuller, Smith & Turner PLC (FSTA)
Fuller, Smith & Turner PLC: Final Results
30-Jul-2020 / 07:00 GMT/BST
Dissemination of a Regulatory Announcement that contains inside information according to REGULATION (EU)
No 596/2014 (MAR), transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
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STRICTLY EMBARGOED
UNTIL 7AM THURSDAY 30 JULY 2020
FULLER, SMITH & TURNER P.L.C.
("Fuller's", the "Group" or the "Company")
Financial results for the 52 weeks ended 28 March 2020
A transformational year for a long-term business
Financial and Operational Indicators
• Revenue and other income from continuing operations up 3% to £333.0 million (2019: £324.7 million)
• Pre IFRS 16 profit before tax for total Group operations of £174.5 million (2019: £26.1 million).
Statutory profit before tax for total Group operations of £166.2 million
• Basic earnings per share pre IFRS 16 for total Group operations of 305.86p (2019: 35.12p)
• Good performance from Managed Pubs and Hotels pre coronavirus with like for like sales 1 1 growth of
2.3% for the 49 weeks to 7 March 2020 (2019: +4.9%) - ahead of the industry average
• Like for like growth in all areas of the business - drinks sales up 1.7%, food sales up 1.9% and
accommodation sales up 5.9% for the 49 weeks to 7 March 2020
• Steady performance from Tenanted Inns - like for like profits 2 2 declined 3% (2019: +1%) in a tough
trading environment
• Net debt pre IFRS 16 reduced by £66.3 million to £178.9 million at year end
• Strong returns to shareholders during the year, equating to £1.33 per 'A' ordinary share
• £162.4 million profit from the sale of the Fuller's Beer Business
• Impact of coronavirus on 2019/20 trading is estimated in excess of £10 million
• Entire pubs and hotels portfolio closed post government coronavirus directive from 20 March 2020 -
phased reopening started 4 July with 163 Managed Pubs and Hotels and almost all Tenanted Inns open as
of today.
Strategy Update
• Completed the sale of the Fuller's Beer Business to Asahi Europe Ltd for the enterprise value of
£250 million in April 2019
• Acquired Cotswold Inns & Hotels for an enterprise value of £40 million - seven stunning freehold sites
that are a great addition to our portfolio
• Returned £69 million to shareholders
• Voluntary contribution of £24 million to the defined benefit pension scheme
• Completed the Transitional Services Agreement with Asahi in April 2020
• Purchased Pier House - a new freehold office for our support centre in our Chiswick heartland
• Opened The Windjammer at Royal Docks, a new build site, and The Bear of Burton near Christchurch,
Dorset - an outstanding pub with rooms
• Sold the freehold of The Castle, Acton for £10.3 million.
Current Trading and Outlook
• Over 75% of Managed Pubs and Hotels and almost all Tenanted Inns already reopened
• Too early to draw meaningful conclusions for the longer term, but comfortable with current levels of
trade
• Issued £100 million of commercial paper through the Bank of England Covid Corporate Financing Facility
• Completed the integration of Cotswold Inns & Hotels and Bel & The Dragon
• Completed the sale of The Stable to Three Joes.
Commenting on the results, Chief Executive Simon Emeny said: "When we released our interim statement in
December 2019, we were on track to finish the financial year in a good position having received the
proceeds from the sale of the Fuller's Beer Business and with a clear future path laid out before us. It
had been a transformational year for Fuller's - but we would never have anticipated that we would end it
in March with the whole hospitality industry in a state of closure and with no income stream.
"Against this backdrop, it is easy to forget that the financial year started in April 2019 with the sale
of the Fuller's Beer Business to Asahi Europe Ltd for an enterprise value of £250 million, followed in
October 2019 by the acquisition of Cotswold Inns & Hotels - seven stunning hotels in the heart of the
Cotswolds - from existing bank facilities. The decision to sell the Fuller's Beer Business at that time
has proved fortuitous and ensured we were in a strong position, with substantial liquidity headroom, when
the coronavirus pandemic struck.
"While it is still early days, it is pleasing to see our teams welcoming guests back and we have taken a
range of actions and measures to ensure our pubs are safe and inviting. The first stage of our three stage
plan saw 27 pubs open on 4 July 2020 and another 136 since - meaning over 75% of our Managed Pubs and
Hotels are now open. Almost all our Tenanted Inns have also reopened. While it is too early to draw any
meaningful conclusions, we are comfortable with the level of trade and we continue to monitor footfall in
those areas where our pubs are not yet open.
"While we are prepared for business, particularly in London, to take some time to return to normal, we are
well placed to satisfy the uptick in demand for staycations as many customers holiday closer to home - an
opportunity we are supporting with marketing activity for our Beautiful Bedrooms. We continue to focus on
minimising cash burn and returning to profitability. During August, we will gradually reintroduce rent for
Tenants - but on a tapered basis to help with their own return to sustainable trading levels.
"In these uncertain times, it is challenging to accurately predict the future. But having begun reopening
our pubs nearly four weeks ago, it is encouraging to see customers returning to our pubs and this steady
growth in consumer confidence will be the key to success - not just of our Company or our industry but the
economy as a whole. We have a well-balanced estate geographically and that, combined with a freehold asset
base and the calibre of our people, puts us in a stronger position than many to build towards sustained
profitability in this full year and a strong start to the FY2022 financial year.
"A freehold approach is a fundamental foundation of our long-term business. It is not always fashionable,
but yet again it underpins our ability to survive the toughest of times. We are proud to be 175 years old
this year and with our balanced and well-invested estate, prudent approach to finance and amazing team of
dedicated people, we will still be here for generations to come."
-Ends-
For further information, please contact:
Fuller, Smith & Turner P.LC.
Simon Emeny, Chief Executive 020 8996 2000
Adam Councell, Finance Director 020 8996 2000
Georgina Wald, Corporate Comms Manager 020 8996 2198
Instinctif Partners
Justine Warren 020 7457 2010
Notes to Editors:
Fuller, Smith & Turner PLC is the premium pubs and hotels business that is famous for beautiful and
inviting pubs with delicious, fresh food, a vibrant and interesting range of drinks, and engaging service
from passionate people. Fuller's has 215 Managed Pubs, with 1,028 boutique bedrooms, and 177 Tenanted
Inns. The estate is predominately located in the South of England (44% of sites are within the M25) and
stretches from our City of London heartland to the Jurassic Coast via the New Forest. Our Managed Pubs and
Hotels include 15 iconic Ale & Pie pubs, seven stunning hotels in the Cotswolds and Bel & The Dragon - six
exquisite country inns located in the Home Counties. In summary, Fuller's is the home of great pubs,
outstanding hospitality and passionate people, where everyone is welcome and leaves that little bit
happier than they arrived.
Photography is available from the Fuller's Press Office by email at 3 pr@fullers.co.uk.
Copies of this statement, the Annual Report and results presentation will be available on the Company's
website, 4 www.fullers.co.uk. The presentation will be available from 12 noon on 30 July 2020.
FULLER, SMITH & TURNER P.L.C.
FINANCIAL RESULTS FOR THE 52 WEEKS ENDED 28 MARCH 2020
CHAIRMAN'S STATEMENT
The last financial year has been truly transformational for Fuller's - in more ways than we could have
imagined. It started with the sale of the Fuller's Beer Business to Asahi Europe Limited for the
enterprise value of £250 million and culminated with the entire estate temporarily closed to our customers
and the whole country in a state of lockdown. Against this backdrop, your Company delivered a solid
performance and is well-prepared as we start to reopen our premium pubs and hotels.
As a focused pubs and hotels business, we have had a good year delivering £333 million in revenue and
other income and £19.7 million of adjusted profit before tax 5 3 . This includes the detrimental impact
of the closure of the business during the last month of trading. Prior to the closure of the business, the
year to date financial performance was in line with the Board's expectations and the final quarter was
delivering positive results and strong progress. Profit before tax 6 4 was £174.5 million including the
profit on the sale of the Fuller's Beer Business.
On a like for like basis, our pubs again outperformed the industry with sales rising by 2.3% to 7 March
2020, when we started to see significant financial impact as our customers stayed at home due to the
coronavirus outbreak.
Our Balance Sheet remains strong at the reporting date, supported by a predominately freehold estate and
significant levels of liquidity. This has been achieved by successive generations of management, who have
stuck to their long-term focus and have built the foundations of the business patiently and carefully to
withstand financial shocks, however they are caused. This position has been enhanced by the Company being
assessed as Investment Grade by our lenders, which has enabled us to access the Bank of England's Covid
Corporate Financing Facility, under which we have issued £100 million of commercial paper to free up
capacity in the Company's revolving credit facilities. We have also agreed amendments to our lending
covenants in light of the coronavirus pandemic.
The acquisition of Cotswold Inns & Hotels in October 2019 added 201 bedrooms to our estate, taking us
above the 1,000 mark for the first time. These seven stunning country sites are a wonderful fit with our
existing pubs and hotels, and we will be able to learn from their expertise in large scale weddings and
corporate events.
Our Tenanted Inns have not had an easy year, trading against a very strong prior year that was bolstered
by the World Cup and amazing summer weather. We have a new leader in this part of the business, Iain
Rippon, and the expertise he brings from his previous roles in the leased and tenanted sector are already
making a real difference.
During the year, Richard Fuller - who has been a member of the Fuller's team for over 35 years - stepped
down from his role as Corporate Affairs Director but remains on the Main Board in a Non-Executive
capacity. I would like to thank him for his contribution, in particular his extremely successful 17 years
as Sales Director, and I look forward to continuing to work closely with Richard in the future. We were
also delighted to welcome Robin Rowland to our Board. Robin is a hospitality industry legend and I cannot
think of a time when his experience, energy and vision will be more appropriate and appreciated. As
reported at the half year, Jonathon Swaine and Peter Swinburn stepped down and we welcomed Fred Turner to
the Main Board as Retail Director. We were very pleased when Adam Councell joined us as Finance Director
in August.
Throughout the recent crisis, Simon Emeny and his Executive Team have shown incredible leadership - not
just for Fuller's, but in promoting the case for government support across the industry. I would also like
to pay tribute to the 5,000 team members across the business, and to all our Tenants, who have shown great
understanding in these difficult times. I am proud to be your Chairman and I thank you all for your
support.
Fuller's celebrates 175 years this year. While it may not feel like a time for celebrations today, we have
survived global recessions, world wars, the devastating Spanish Flu epidemic and all manner of unexpected
events during our history. Fuller's is a company with time on its side and our long-term vision has never
been more relevant. Your Company is in a position of strength as we exit lockdown.
DIVIDEND
As previously disclosed, we have taken the decision not to propose a final dividend in light of the
temporary closure of the estate. However, during the year the Company has returned £69 million to
shareholders - the equivalent of £1.25 per 'A' ordinary share - in relation to the sale of the Fuller's
Beer Business as well as paying an interim dividend of 7.80p per 'A' and 'C' ordinary share and 0.78p per
'B' ordinary share.
This is the first time in over 70 years that there has been a reduction in total dividend - although the
monies returned to shareholders during the year are the highest they have ever been. These are
extraordinary and unprecedented times and the Board felt it was prudent not to propose a final dividend. I
thank all our shareholders for their understanding in these difficult circumstances and look forward to
our normal progressive dividend policy returning in due course.
Michael Turner
Chairman
30 July 2020
CHIEF EXECUTIVE'S REVIEW
When we released our interim statement in December 2019, we were on track to finish the financial year in
a good position having received the proceeds from the sale of the Fuller's Beer Business and with a clear
future path laid out before us. It had been a transformational year for Fuller's - but we would never have
anticipated that we would end it in March with the whole hospitality industry in a state of closure and
with no income stream.
We have to deal with the spectre of coronavirus before we can move on to review the rest of the year. The
impact on our pubs was severe and started in the second week of March. There was a marked shift in
consumer behaviour, and we took the decision to close the most affected pubs during the week commencing 16
March 2020, guaranteeing all wages for at least the ensuing fortnight. On Friday 20 March 2020 we, along
with the rest of the hospitality industry, were instructed to close our estate completely by the Prime
Minister - which we duly did.
I would like to thank the Government for the speed with which it provided support for furloughed employees
and the subsequent additional measures such as the VAT reduction. We took an early decision to cancel
commercial rent for our Tenants and we implemented a strategy that focused on being fair to all, be they
team members, Tenants, customers or suppliers, and we engaged with all our stakeholders.
Among our initial actions, we furloughed 99% of our eligible team members, our Main Board and Executive
Team volunteered to take temporary pay cuts of 25% and 20% respectively, and we engaged with our banks to
ensure their continued support in maintaining our high level of liquidity should the enforced closure be
in place for several months. We also took the decision not to propose a full year dividend, to further
preserve our cash reserves. Since then, we have renegotiated our financial arrangements and worked on a
plan that ensured we started to reopen in the strongest possible position, with our teams ready and raring
to go.
Against this backdrop, it is easy to forget that the financial year started in April 2019 with the sale of
the Fuller's Beer Business to Asahi Europe Ltd for an enterprise value of £250 million, followed in
October 2019 by the acquisition of Cotswold Inns & Hotels - seven stunning hotels in the heart of the
Cotswolds - from existing bank facilities. The decision to sell the Fuller's Beer Business at this time
has proved fortuitous and ensured we were in a strong position, with substantial liquidity headroom, when
the coronavirus pandemic struck. We also made a voluntary £24 million contribution to the defined benefit
pension scheme in the second half of the year, reducing our pension deficit to just £4.7 million at the
year end.
The sale gave us an opportunity to build on the most profitable elements of our business - our premium
pubs and hotels. With this focus, we restructured our Executive Team, honed our vision and strategy, and
invested in Pier House, an outstanding new home for our support team in our Chiswick heartland on the
banks of the River Thames at Strand-on-the-Green. We also took the decision to impair the goodwill
recognised on the acquisition of The Stable Pizza & Cider business, which we subsequently sold to Three
Joes.
Both Bel & The Dragon and Cotswold Inns & Hotels have now been fully integrated, reducing head office
costs across the business, and in April 2020 we completed the Transitional Services Agreement ("TSA") with
Asahi. The Enterprise Resource Planning ("ERP") system was bedded in, we had replaced some old legacy IT
systems with a cloud-based solution and all pub General Managers and support centre team workers had been
migrated to Office 365. We also started the process of identifying a new finance system, suitable for a
focused premium pubs and hotels business.
At the beginning of March 2020, we were trading in line with expectations and had just opened two
fantastic new freehold sites. In Christchurch, Dorset, we completed the £2 million transformational
refurbishment of The Bear of Burton, and we opened The Windjammer - a stunning new site over two floors
with views across the river, overlooking the Thames Barrier in Royal Docks.
Our capital refurbishment programme was on track, with new schemes at a number of pubs including The
Mayfly on the River Test near Stockbridge, and we were on site at The White Horse in Wembley, where we
were due to open in June for the Euro 2020 championships. We were about to go on site at The Coach &
Horses in Soho and The Trinity in Borough. Finally, we had also just sold the freehold of The Castle in
North Acton for £10.3 million to the company redeveloping this whole area, but with a licence to continue
to operate it for the next 12 months.
In summary, the business was in great shape and perfectly poised to start the new financial year with all
elements primed and ready to go.
While our long-term goals remain the same, our objectives in the short and medium term have had to adjust
to the current trading environment. Our immediate priority is to minimise our cash burn, while steadily
building trade, as we reopen our estate. In the medium term, we are learning from the earlier openings and
monitoring footfall in those areas where pubs are still closed - especially Central London and the City.
In addition, we have accelerated a number of digital initiatives such as order and pay at table and using
wifi logins as a way of capturing data in support of the NHS Test & Trace scheme.
Looking to the future, we are in a strong position. Fuller's has always taken decisions for the long term
and our predominately freehold estate, coupled with low levels of debt, ensure we can withstand the impact
of coronavirus. The sale of the Fuller's Beer Business gives us the financial resources to continue to
invest in the estate and take advantage of any suitable opportunities that may arise. This hiatus in
trading as a result of coronavirus presented a unique opportunity to review the whole business and ensure
we are in the best possible position to take advantage of future growth opportunities.
But that is the future - and as we head into that future, we do so on the back of solid trading for the
full year to mid-March 2020 and some great initiatives that we have been delivering across the business.
We kept our pubs and our people match fit during lockdown and we have already started the journey to fully
reopen our pub estate.
MANAGED PUBS AND HOTELS
Our Managed Pubs and Hotels have had a solid year with revenue rising 2% (5.8% to week 49) to £299.6
million (2019: £293.8 million). Pre coronavirus like for like sales grew by 2.3% (2019: 4.9%) for the 49
weeks to 7 March 2020 and, for another year, we have outperformed the industry 7 5 . We have also
continued our rolling investment programme to ensure our pubs maintain their premium position.
These results are delivered against the continual pressure of rising costs - through further increases in
the National Living Wage, pension costs and the excessive cost of business rates. We hope that, in light
of the impact of the coronavirus pandemic on the hospitality sector, the Government will take the economic
cost of the crisis into account when setting wage rates and will press ahead with its reforms of the
outdated business rates system.
Putting our people at the heart
During the year, we took a holistic view of the way we recruit, develop and retain our people, which
resulted in a new Designed for Life career pathway. This aims to put a stronger focus on in-role
leadership.
Through a combination of online learning workshops and bespoke training programmes for all levels, the
training journey for any Fuller's employee is tailored to the individual - from a new core induction right
through to a degree level apprenticeship in operational leadership. We were delighted to see our
commitment to apprenticeships at all levels recognised when we took the award for Best Apprenticeship
Programme at the BII's National Innovation in Training Awards. We also took the silver award in the same
category at the Training Journal Awards - where we were up against apprenticeship programmes in all
sectors of industry and commerce.
As well as more formal learning, our digital learning and communications platform, Fuse, allows us to
promote a high number of short, online courses for personal development covering topics such as business
English, presentation skills and managing emotions. Many of our team members have undertaken such courses
of their own volition during lockdown.
We recognise that not everybody who joins as a kitchen porter or member of part-time bar staff wants a
long-term career in our sector - but we still want to help them fulfil their potential and play a role in
their personal journey. They may begin with us - and many will become our managers of the future - but we
also want to ensure that we deliver a nurturing environment if their aspirations take them beyond
Fuller's. Offering tailored development programmes allows us to achieve that and will build our employer
brand and our status as the industry employer of choice.
In total, during the year over 3,300 formal training days took place, with an additional 5,300 online
courses undertaken. The results speak for themselves with our promotion ladder working well and 64 of the
71 General Managers appointed this year having come via this internal career path.
A pub estate to be proud of
During the period, we completed the major acquisition of Cotswold Inns & Hotels for an enterprise value of
£40 million, adding seven outstanding freehold country inns and two vibrant bars in Birmingham to our
portfolio. These sites bring a new dimension to our business, with the addition of 201 bedrooms, a focus
on traditional Cotswolds hospitality, and expertise in weddings and corporate functions that provides
shared learning across the Fuller's estate.
We have completed a number of major refurbishments including a new build site overlooking the Thames
Barrier at Royal Dock called The Windjammer, and transformational refurbishments at The Mason's Arms in
Battersea, The Chamberlain Hotel in Minories and The Old Bank on Northcote Road in Clapham.
Outside London, we have also delivered a major investment at The Bear of Burton, just outside Christchurch
in Dorset, a refurbishment at The Bishop on the Bridge in Winchester, an outstanding scheme at The Mayfly
overlooking the River Test near Stockbridge, and the addition of 10 new bedrooms at The White Hart, also
in Stockbridge.
We are on site at The White Horse - a new build site in the heart of an extensive residential development
in the shadow of the iconic Wembley Stadium - which should now benefit from the delay of the European
Football Championship to June 2021. In addition, we will imminently complete work at The Coach & Horses, a
truly iconic pub in Soho, and are close to finishing a major scheme at The Trinity in Borough - an
impressive site we acquired in August last year. We have also taken advantage of lockdown to undertake a
further 11 projects in Bel & The Dragon and Cotswolds Inns & Hotels sites.
We have disposed of two sites during the period - The Red, White & Blue, a tenanted pub in Portsmouth, and
The Castle in Acton. The latter of these is located in an area that is undergoing substantial
redevelopment and the site has been sold as part of this scheme for £10.3 million.
Finally, we acquired new offices for our support team at Pier House. This site, which has been fitted out
and is ready for full occupation as business returns to normal, retains the Fuller's head office within
the London W4 postcode that has been our home for 175 years.
The right offer on the bar and on the menu
The sale of the Fuller's Beer Business has opened up new opportunities to work with suppliers and provide
our customers with an increasingly premium, exciting and varied drinks range. Our commitment to Fuller's
beers, through the long-term supply agreement we have with Asahi, remains and we will always hero classic
Fuller's brands like London Pride.
Across the board, the range changes we have implemented already have driven further premiumisation with
strong growth in sales of Asahi Superdry, Meantime Anytime and Beavertown Neck Oil. Camden Brewery has
also proved popular with Camden's Off Menu IPA, which was exclusive to Fuller's, driving sales of over
15,000 pints every week. An exclusive on-trade launch for Beavertown's new Nanobot - a 2.8% pale ale - was
planned for the spring but will now take place later this summer.
Spirits sales also continue to grow, with a like for like rise of 8.3%, driven by sales of cocktails and
gins, which were up by 17.3% and 16.5% respectively on a like for like basis. We work closely with our
suppliers and leverage these relationships to provide interesting and bespoke events and experiences for
our customers. This programme has included a Victorian hot gin bar with Sipsmiths at The Conductor in
Farringdon, an après ski bar at the same venue with Alpine fruit beer Jubel, and a series of garden
takeovers with Fever-Tree at 25 sites across the estate.
As we adjust to life as a focused premium pubs and hotels business, our relentless focus on fantastic food
continues. In a move that further inspires our chefs to new heights, we were delighted to appoint Simon
Rogan, the holder of five Michelin stars, as the Honorary President of the Fuller's Chefs' Guild. The move
was aligned with Fuller's sponsorship of the Bocuse d'Or - the legendary international chefs' competition
- and aims to elevate the way food is regarded by our kitchen teams, the wider business and our customers.
The year has also seen further focus on vegetarian and vegan dishes, which continue to grow in popularity,
as well as the much-loved Sunday roast - now the most important dining occasion in the pub week. Sales of
Sunday roasts have risen by 4.8% and an outstanding Sunday roast offer is, more than ever, the benchmark
of a fantastic pub.
Underpinning our food agenda are two key constituents - well-trained and passionate chefs and wonderful
ingredients. While the former continue to be inspired by their journey through the Chefs' Guild, the
latter are equally key. We always look to develop long-term partnerships with our suppliers, which has led
to actions that range from delivering financial gains from forward buying meat, to acquiring a whole field
of asparagus to ensure supply, to accessing the apprenticeship levy of our suppliers to further develop
our own apprenticeship programme. As we rebuild our business in the coming months, these supplier
relationships will be more important than ever.
Targeted marketing for discerning customers
Much of the work undertaken by our marketing team during the year will reap rewards as we continue to open
our pubs for business again. The focus for the year has been around improving our digital customer journey
and building on the single customer view database that allows us to deliver the right message to the right
customer at the right time.
Today, that database has in excess of 1.1 million contactable customers with year on year growth of 94%.
Through targeted, relevant and eye-catching digital marketing, this database delivers an exceptionally
high click rate of 24% and these targeted mailings contributed £1.9 million in sales revenue, after
discount, during the year. This is a growth of 12% against the prior year.
This ability to communicate with our customer base is paramount as we continue to come out of lockdown. We
need to understand who our existing customers are and who could be potential customers as we progress. Our
recent move to Wireless Social as our main wifi provider will help with this process.
In the second half of the last financial year we concluded a project with CBRE Research that identified
four statistically significant customer groups. While all have a degree of affluence, they occupy
different age categories and have different booking, eating, drinking and lifestyle behaviours. By
identifying these groups and their propensity to frequent Fuller's pubs, we can further refine our
messaging and targeting. We can then apply this beyond the digital space to broader marketing and wider
business planning as we rebuild trade.
This digital activity is supported by multi-channel campaigns that encompass social media and improved
websites. This is combined with improved search engine optimisation ("SEO") - particularly around our
hotels and pubs with rooms. Having researched and identified the way customers chose locations for weekend
breaks and staycations, we invested in improving our hotel websites and SEO to ensure they appeal to
customers seeking particular experiences or types of holiday - for example dog friendly or coastal breaks.
This new approach has generated great results, improved our search ranking, increased the number of
visitors to our web pages by 76% and driven direct bookings - all of which will help us to further
capitalise on the staycation opportunity.
As the doors open again to our customers, we will also be ready to build on the experiential activity that
has worked so well for us during the year. From Shakespeare in the Garden to Your Home of Rugby, we have
delivered excitement and memories to thousands. A record 6,258 tickets were sold for 50 performances of
Romeo & Juliet and The Merry Wives of Windsor and the large gardens at some of the new Cotswold Inns &
Hotels sites will allow us to extend this popular activity to a whole new audience in the future.
The pub experience has had to change, but we have a talent for innovating to deliver a premium experience,
and we will be using that talent to ensure our pubs remain at the heart of their communities and enjoyed
by our customers from the moment they step back through the door. From order and pay at table options and
QR codes for easy menu access to Test & Trace data collection, the combination of great interpersonal
skills supported by digital initiatives will be crucial as we rebuild our business.
TENANTED INNS
It was always going to be a tough year for our Tenanted Inns with trading in the first half measured
against the hot weather and World Cup of 2018. As a result, like for like profit was down by 3% and total
revenue was down by 4%. This includes the two weeks at the end of the year when our pubs were closed,
hence revenue for the 11 months to the end of February was only down 2%. During the year we transferred
two sites from Tenanted to Managed - The Coach & Horses in Soho and The Swan at Ship Tavern Passage,
London EC3.
In September, we appointed a new leader for the Tenanted Division with Iain Rippon taking charge. Iain has
a wealth of tenanted and leased experience and he was heavily involved in our decision to cancel rents at
the start of the coronavirus pandemic - a move that was widely applauded and gave our Tenants some
breathing space. He and his team have been working with our Tenants to encourage them to use government
support to ensure they are in the best position to trade successfully as they open again, while having
manageable levels of historical debt.
The ingenuity and generosity of our Tenants was outstanding during lockdown with many offering take-away
meals, opening as community stores, and even providing hot meals daily for local rough sleepers. It was
fantastic to see the way they rose to the challenges lockdown created, at the very heart of the
communities that they serve, and we look forward to building on that creativity in the future.
Among the changes Iain has made are a reduction of ingoing cost for new Tenants and regular meet and greet
events advertised on social media. This has led to an increase in the number of applicants for Tenanted
vacancies and we have created a new position in the team to focus on providing induction support and
in-pub training for new Tenants.
We are also conducting a full review of the agreements we offer Tenants. While the turnover agreement is
working well in some pubs, we feel it underperforms in others and our ambition is to better understand
this so we can make any changes necessary to optimise the agreement before we roll it out further.
Finally, we are improving the speed and effectiveness of our online ordering which has resulted in over
90% of Tenants' orders now being taken online - making the process more efficient and giving our Tenants
more time with their customers.
FINANCIAL POSITION
The adoption of IFRS 16 Leases has been reflected in the 52 weeks ended 28 March 2020 and, as permitted by
the standard, transitional provisions have been adopted which allow for no restatement of prior period
figures. Therefore, for better comparison, the figures discussed below are on a pre IFRS 16 basis and are
for the continuing operations of the Group.
Due to the one-off nature of separately disclosed items the Directors believe that an adjusted measure of
profit before tax and earnings per share provides shareholders with a more appropriate representation of
the underlying earnings derived from the Group.
We have grown revenue and other income by 3% on the prior year despite the significant impact of
coronavirus on the final month of trading. Growth was helped by the contribution from our acquisition of
Cotswold Inns & Hotels on 31 October 2019. On a like for like basis, our Managed Pubs and Hotels Division
outperformed the industry with sales rising by 2.3% to 7 March 2020 (2019: +4.9%).
Our adjusted profits decreased by 40% to £19.7 million (2019: £33.1 million), reflecting the severe impact
of the full closure of the business in the final month of the year. We estimate that the negative impact
in the final month of the year was in excess of £10 million. In our Managed Pubs and Hotels this consisted
of the direct impact of the closure of the business and the severely impaired trading in the period
leading up to the point of closure. In addition, our Managed Pubs and Hotels business suffered from the
negative impact of the write down of stock values and certain capitalised development projects. Our
Tenanted pubs suffered from reduced rent revenue and reduced orders from tenants in the final month,
combined with an increase in the levels of provisions required against outstanding debts. As reported
previously, the sale of the Fuller's Beer Business and the subsequent complex separation has resulted in
significant restructuring costs. With the TSA completing in April 2020, we are now in a position to
transition to a simplified structure and reduce central overheads.
Pre IFRS 16 profit before tax has increased by £148.4 million to £174.5 million (2019: £26.1 million)
predominately as a result of the sale of the Fuller's Beer Business. The sale enabled Fuller's to return
£69 million to shareholders via 'D' shares issuance and repurchase, make a voluntary contribution to the
defined benefit pension scheme of £24 million - helping to reduce the defined benefit pension scheme
deficit to £4.7 million at year end - and acquire Cotswold Inns & Hotels for an enterprise value of £40
million.
During the year we also sold two of our freehold pubs for £11.4 million, resulting in a profit of £9.6
million as disclosed in separately disclosed items. These events meant we were in a strong financial
position with substantial liquidity headroom when the coronavirus pandemic started to have a direct impact
on the business. As the pandemic continues, we are continually monitoring the situation and post year end
we have issued £100 million of commercial paper through the Bank of England Covid Corporate Financing
Facility and taken advantage of the government support offered through the Coronavirus Job Retention
Scheme and the business rates holiday for the hospitality sector.
Overall net debt at 28 March 2020 has decreased by £66.3 million to £178.9 million pre IFRS 16, largely
due to the sale of the Fuller's Beer Business. Post IFRS 16, net debt has increased to £291.8 million due
to the inclusion of £112.9 million of lease liabilities.
The Group has £225 million of bank facilities and £26 million long-term debentures, £191.7 million of
which are available until August 2021 and £33.3 million of which is available until August 2020. As a
result of coronavirus, the Directors have assessed that there was a technical breach of the covenants at
the Balance Sheet date and hence classified all debt as current. Subsequent to year end the covenants were
formally revised to a liquidity test and £145.6 million was reclassified to non-current liabilities. Our
undrawn facilities at 28 March 2020 were £53.0 million, with a further £20.3 million of cash held on
the Balance Sheet.
The Group generated cash available for discretionary spend of £25.5 million (2019: £35.1 million) with the
reduction compared to prior year due to lower EBITDA mainly resulting from the disruption to trading in
March. In line with our long-term investment strategy, we invested £47.6 million in capital expenditure
(2019: £32.7 million). The investment of £47.6 million in our existing estate included 14 major
refurbishments such as The Bear of Burton and the creation of a new build site, The Windjammer, as well as
acquiring new offices for our support team at Pier House. We also invested £37.5 million on the
acquisition of Cotswold Inns & Hotels and £3.7 million on the acquisition of The Trinity at Borough. Asset
disposals from the sale of two pubs raised £11.4 million and generated a separately disclosed profit of
£9.6 million.
Separately disclosed items of £8.2 million comprises, principally, £12.3 million of impairments, £2.1
million of reorganisation costs as a direct result of the sale of the Fuller's Beer Business, £1.4 million
of acquisition costs, £1.5 million of costs incurred finishing the implementation of our ERP system and a
net finance charge on our pension deficit of £0.6 million. The impairment charge includes £8.6 million
reduction of carrying values against a number of properties and the write down of previously acquired
goodwill on the acquisition of The Stable Pizza & Cider Limited of £3.7 million. Acquisition costs
primarily related to the purchase of Cotswold Inns & Hotels, The Trinity at Borough and the acquisition of
our new head offices at Pier House. The total separately disclosed costs were offset by £9.6 million of
profits on the disposal of two pubs including The Castle in North Acton which was sold for £10.3 million.
The effective tax rate is 33.0% (2019: 19.6%) on adjusted profits from continuing operations, following a
£1.6 million deferred tax charge relating to the change to the future corporation tax rate. The overall
effective tax rate of 50.4% is due to the separately disclosed items being taxed at an effective tax rate
of 8.5%.
The defined benefit pension scheme deficit has decreased by £31.7 million to £4.7 million (2019: £36.4
million) primarily due to the voluntary £24 million contribution made in the financial year. The present
value of pension obligations decreased by £19.8 million to £128.5 million and the fair value of scheme
assets increased by £11.9 million from £111.9 million to £123.8 million primarily as a result of the
voluntary contribution. Standard deficit recovery payments of £2.4 million were also made during the
financial year.
During the period 48,700 'A' ordinary 40p shares were purchased into treasury for a total of £0.4 million
(2019: 313,983 'A' ordinary 40p shares for £3.1 million). In addition, 90,641 'B' ordinary 4p shares were
purchased for £0.1 million by or on behalf of the Trustees of the Long-Term Incentive Plan to cover future
issuance (2019: 121,031 'B' ordinary 4p shares for £0.1 million).
REOPENING OUR ESTATE
Since the outbreak of coronavirus, and the subsequent temporary closure, we have made a number of key
decisions to protect the business and reduce our costs. At the heart of our activity is a robust three
stage plan that started with a gradual and measured reopening of our pubs and hotels.
During lockdown we conducted two key pieces of research. The first was a survey of our team members, to
identify issues that might affect their desire or ability to return to work, and the second was a survey
of our most engaged customers to ascertain the key elements that would give them the confidence to return
to our pubs. The results of these surveys have helped to formulate our plans and any changes to our
operation on top of the protocols required by the Government.
Risk assessments were carried out across the estate and we identified and mapped detailed plans including
seating, access to loos, service operation, movement flow and additional changes such as barriers,
sanitiser points and clear communication. We are rolling out an order and pay at table web solution to
reduce the need for menus and cash payments, as well as using QR codes for both access to online menus
and, in combination with our wifi service login, to collect customers' details in support of the NHS Test
& Trace programme.
In mid-June we opened seven sites operating a take-away only service, which allowed us to see how the back
of house operation functioned under social distancing. We opened 27 sites on 4 July 2020, with another 136
since, and have taken the opportunity to learn from these earlier openings by monitoring and evaluating
consumer behaviour, making changes accordingly as we continued to open further pubs. We will continue to
use the flexible furlough scheme and we will be reintroducing rent for our Tenants from August, but on a
tapered basis.
As you would expect from Fuller's, we are going above and beyond with an intensive cleaning regime and our
team members complete health screening questionnaires at the start of each shift to protect them, their
colleagues and our customers. We also rolled out additional online training prior to reopening and we are
constantly learning, reviewing and looking at new, often digital, ways to improve our processes.
CURRENT TRADING AND PROSPECTS
While it is still early days, it is pleasing to see our teams welcoming guests back and we have taken a
range of actions and measures to ensure our pubs are safe and inviting. The first stage of our three stage
plan saw 27 pubs open on 4 July 2020 and another 136 since - meaning over 75% of our Managed Pubs and
Hotels are now open. Almost all our Tenanted Inns have also reopened. While it is too early to draw any
meaningful conclusions, we are comfortable with the level of trade and we continue to monitor footfall in
those areas where our pubs are not yet open.
While we are prepared for business, particularly in London, to take some time to return to normal, we are
well placed to satisfy the uptick in demand for staycations as many customers holiday closer to home - an
opportunity we are supporting with marketing activity for our Beautiful Bedrooms. We continue to focus on
minimising cash burn and returning to profitability. During August, we will gradually reintroduce rent for
Tenants - but on a tapered basis to help with their own return to sustainable trading levels.
In line with our focus on pubs and hotels, we decided to sell our pizza and cider business, The Stable, to
Three Joes - a sourdough pizza company. We have retained the freehold interest in five of the sites and we
wish the team at Three Joes, and our former colleagues, every success in the future.
The decisions we have taken during these difficult months have, as always, an emphasis on the long term.
We will complete our current investment programme prior to stopping refurbishments until Christmas to
focus on cash generation. We will recommence the investment programme in Q4 and, in the second half of the
financial year, we will begin refinancing discussions with our lenders.
In these uncertain times, it is challenging to accurately predict the future. But having begun reopening
our pubs nearly four weeks ago, it is encouraging to see customers returning to our pubs and this steady
growth in consumer confidence will be the key to success - not just of our Company or our industry but the
economy as a whole. We have a well-balanced estate geographically and that, combined with a freehold asset
base and the calibre of our people, puts us in a stronger position than many to build towards sustained
profitability in this full year and a strong start to the FY2022 financial year.
A freehold approach is a fundamental foundation of our long-term business. It is not always fashionable,
but yet again it underpins our ability to survive the toughest of times. We are proud to be 175 years old
this year and with our balanced and well-invested estate, prudent approach to finance and amazing team of
dedicated people, we will still be here for generations to come.
Simon Emeny
Chief Executive
30 July 2020
Fuller, Smith & Turner P.L.C.
Financial Highlights
For the 52 weeks ended 28 March 2020
Post IFRS 16 Pre IFRS 16 52 weeks ended 30
March 2019 Change
52 weeks ended 28 52 weeks ended 28 Pre IFRS 16
March 2020 March 2020 £m 2020/2019
£m £m
Revenue and other income 333.0 333.0 324.7 +3%
Profit after income tax 161.9 168.6 19.5 +765%
Net debt1 291.8 178.9 245.2 n/a
EBITDA2 54.4 44.0 59.5 -26%
Adjusted profit before income tax3 18.0 19.7 33.1 -40%
Separately disclosed items before income (14.8) (8.2) (10.1) n/a
tax
Profit before income tax 166.2 174.5 26.1 +569%
Adjusted earnings per share4 21.41p 23.95p 48.40p -51%
Basic earnings per share5 293.70p 305.86p 35.12p +771%
All figures above are from continuing operations except where stated and change percentages are on a
comparable basis to prior periods, excluding IFRS 16 adjustments.
1 Net debt comprises cash and short-term deposits, bank overdraft, bank loans, debenture stock and
preference shares and lease liabilities under IFRS 16.
2 Earnings before separately disclosed items, interest, tax, depreciation and amortisation from continuing
operations.
3 Adjusted profit is the profit before tax excluding separately disclosed items from continuing
operations.
4 Calculated using adjusted profits after tax and the same weighted average number of shares as for the
basic earnings per share and using a 40p 'A' or 'C' ordinary share.
5 Per 40p 'A' or 'C' ordinary share.
Fuller, Smith & Turner P.L.C.
Condensed Group Income Statement
For the 52 weeks ended 28 March 2020
Post IFRS 16 Pre IFRS 161 Restated2
52 weeks ended 52 weeks ended
Continuing operations Note 28 March 28 March 52 weeks ended
30 March
2020 2020 2019
£m £m £m
Revenue 2 329.3 329.3 324.7
Operating costs before separately disclosed items (307.1) (308.0) (284.7)
Other income 2 3.7 3.7 -
Adjusted operating profit 2 25.9 25.0 40.0
Operating separately disclosed items 3 (23.9) (17.3) (11.2)
Operating profit 2.0 7.7 28.8
Finance costs before separately disclosed items 4 (7.9) (5.3) (6.9)
Financing separately disclosed items 3,4 (0.5) (0.5) (0.8)
Profit on disposal of properties 3 9.6 9.6 1.9
Profit before income tax 3.2 11.5 23.0
Adjusted profit before income tax 18.0 19.7 33.1
Total separately disclosed items 3 (14.8) (8.2) (10.1)
Profit before income tax 3.2 11.5 23.0
Tax (4.2) (5.8) (5.2)
Analysed as:
Underlying trading 5 (6.2) (6.5) (6.5)
Separately disclosed items 5 2.0 0.7 1.3
(Loss)/profit from continuing operations (1.0) 5.7 17.8
Net profit from discontinued operations 14 162.9 162.9 1.7
Profit for the year 161.9 168.6 19.5
Attributable to:
Equity shareholders of the Parent Company 161.9 168.6 19.3
Non-controlling interest - - 0.2
1 Pre IFRS 16 results have been prepared under IAS 17 for comparison purposes only.
2 Central overheads have not been recharged for the 52 weeks ended 28 March 2020. Prior year overheads
have also not been recharged to allow comparison. For the 52 weeks ended 30 March 2019, £3.3 million of
central overheads have been reclassified from discontinued operations to continuing operations to reflect
this change.
Fuller, Smith & Turner P.L.C
Condensed Group Income Statement
For the 52 weeks ended 28 March 2020
Post IFRS 16 Pre IFRS 161 Restated
52 weeks ended 52 weeks ended
28 March 28 March 52 weeks ended
Note
2020 2020 30 March
Group Pence Pence 2019
Pence
Earnings per share per 40p 'A' and 'C' ordinary share
Basic 6 293.70 305.86 35.12
Diluted 6 293.02 305.15 34.87
Earnings per share per 4p 'B' ordinary share
Basic 6 29.37 30.59 3.51
Diluted 6 29.30 30.51 3.49
Continuing operations
Earnings per share per 40p 'A' and 'C' ordinary share
Basic 6 (1.81) 10.34 32.39
Diluted 6 (1.81) 10.32 32.16
Earnings per share per 4p 'B' ordinary share
Basic 6 (0.18) 1.03 3.24
Diluted 6 (0.18) 1.03 3.22
1 Pre IFRS 16 results have been prepared under IAS 17 for comparison purposes only.
Fuller, Smith & Turner P.L.C.
Condensed Group Statement of Comprehensive Income
For the 52 weeks ended 28 March 2020
Post IFRS 16 Pre IFRS 161
52 weeks ended 52 weeks ended
Note 28 March 28 March 52 weeks ended
30 March
2020 2020 2019
£m £m £m
Profit for the year 161.9 168.6 19.5
Items that may be reclassified to profit or loss
Net gains on valuation of financial assets and 0.2 0.2 0.3
liabilities
Tax related to items that may be reclassified to profit 5 (0.1) (0.1) -
or loss
Items that will not be reclassified to profit or loss
Net actuarial gain/(losses) on pension schemes 12 5.9 5.9 (5.0)
Tax related to items that will not be reclassified to 5 (1.1) (1.1) 0.8
profit or loss
Other comprehensive gain/(losses) for the year, net of 4.9 4.9 (3.9)
tax
Total comprehensive income for the year, net of tax 166.8 173.5 15.6
Total comprehensive income attributable to:
Equity shareholders of the Parent Company 166.8 173.5 15.4
Non-controlling interest - - 0.2
1 Pre IFRS 16 results have been prepared under IAS 17 for comparison purposes only.
Fuller, Smith & Turner P.L.C.
Condensed Group Balance Sheet
28 March 2020
Post IFRS 16 Pre IFRS 161
2019
Note 2020 2020
£m
£m £m
Non-current assets
Intangible assets 28.3 35.5 37.7
Property, plant and equipment 8 617.7 617.7 552.7
Investment properties 4.8 4.8 4.6
Other non-current assets 0.1 0.1 0.3
Right-of-use assets 10 107.0 - -
Total non-current assets 757.9 658.1 595.3
Current assets
Inventories 4.0 4.0 5.0
Trade and other receivables 12.6 9.7 8.3
Other financial assets - - 0.1
Cash and cash equivalents 11 20.3 20.3 11.0
Assets classified as held for sale 2.6 2.6 87.0
Current tax receivable 6.2 4.5 -
Total current assets 45.7 41.1 111.4
Current liabilities
Trade and other payables (37.7) (37.5) (29.6)
Current tax payable - - (2.8)
Borrowings 11 (171.7) (171.7) (50.0)
Lease liabilities 10 (8.9) - -
Liabilities classified as held for sale - - (30.0)
Provisions (4.1) (4.5) (0.5)
Total current liabilities (222.4) (213.7) (112.9)
Non-current liabilities
Borrowings 11 (27.5) (27.5) (206.2)
Lease liabilities 10 (104.0) - -
Other financial liabilities (1.1) (1.1) (1.4)
Retirement benefit obligations 12 (4.7) (4.7) (36.4)
Deferred tax liabilities (17.1) (17.1) (9.2)
Provisions - (1.6) (2.1)
Total non-current liabilities (154.4) (52.0) (255.3)
Net assets 426.8 433.5 338.5
Fuller, Smith & Turner P.L.C.
Condensed Group Balance Sheet
28 March 2020
Post IFRS 16 Pre IFRS 161
2019
Note 2020 2020
£m
£m £m
Capital and reserves
Share capital 22.8 22.8 22.8
Share premium account 4.2 4.2 4.8
Capital redemption reserve 3.7 3.7 3.1
Own shares (17.1) (17.1) (19.8)
Hedging reserve (0.9) (0.9) (0.8)
Retained earnings 414.1 420.8 328.4
Total equity 426.8 433.5 338.5
1 Pre IFRS 16 results have been prepared under IAS 17 for comparison purposes only.
Fuller, Smith & Turner P.L.C.
Condensed Group Statement of Changes in Equity
For the 52 weeks ended 28 March 2020
Share Share Capital Own Hedging Retained Non-controlling Total
capital premium Deferred redemption shares reserve earnings Total interest equity
£m account shares reserve £m £m £m £m £m
£m £m £m
£m
At 31 March 2018 22.8 4.8 - 3.1 (19.2) (1.1) 328.4 338.8 (3.9) 334.9
Profit for the - - - - - - 19.3 19.3 0.2 19.5
year
Other
comprehensive - - - - - 0.3 (4.2) (3.9) - (3.9)
loss for the
year
Total
comprehensive - - - - - 0.3 15.1 15.4 0.2 15.6
income for the
year
Shares purchased
to be held in - - - - (3.2) - - (3.2) - (3.2)
ESOT or as
treasury
Shares released
from ESOT and - - - - 2.6 - (1.5) 1.1 - 1.1
treasury
Dividends (note - - - - - - (10.9) (10.9) - (10.9)
7)
Share-based - - - - - - 1.0 1.0 - 1.0
payment charges
Adjustments
arising from
change in - - - - - - (3.7) (3.7) 3.7 -
non-controlling
interest
At 30 March 2019 22.8 4.8 - 3.1 (19.8) (0.8) 328.4 338.5 - 338.5
Profit for the - - - - - - 161.9 161.9 - 161.9
year
Other
comprehensive - - - - - 0.1 4.8 4.9 - 4.9
income for the
year
Total
comprehensive - - - - - 0.1 166.7 166.8 - 166.8
income for the
year
Issue of share 0.6 (0.6) - - - - - - - -
capital
Reclassification
of deferred (0.6) - 0.6 - - - - - - -
shares
Cancellation of - - (0.6) 0.6 - - - - - -
deferred shares
Shares purchased
to be held in - - - - (0.5) - - (0.5) - (0.5)
ESOT or as
treasury
Shares released
from ESOT and - - - - 3.2 - (1.1) 2.1 - 2.1
treasury
Dividends (note - - - - - - (80.5) (80.5) - (80.5)
7)
Share-based - - - - - - 0.5 0.5 - 0.5
payment charges
Transfer to
retained - - - - - (0.2) 0.2 - - -
earnings
Tax debited
directly to - - - - - - (0.1) (0.1) - (0.1)
equity (note 5)
At 28 March 2020 22.8 4.2 - 3.7 (17.1) (0.9) 414.1 426.8 - 426.8
Fuller, Smith & Turner P.L.C.
Condensed Group Cash Flow Statement
For the 52 weeks ended 28 March 2020
Post IFRS 16 Pre IFRS 161
52 weeks ended
52 weeks ended 52 weeks ended
30 March
Note 28 March 28 March
2019
2020 2020
£m
£m £m
Profit before tax for continuing operations 3.2 11.5 23.0
Net finance costs before separately disclosed items 4 7.9 5.3 6.9
Separately disclosed items 3 14.8 8.2 10.1
Depreciation and amortisation 2 28.5 19.0 19.5
54.4 44.0 59.5
Difference between pension charge and cash paid (2.3) (2.3) (2.2)
Contribution to pension fund (24.0) (24.0) -
Share-based payment charges 0.5 0.5 1.0
Change in trade and other receivables (1.1) (1.1) 3.0
Change in inventories 1.1 1.1 (0.9)
Change in trade and other payables (1.1) (1.9) (11.6)
Cash impact of operating separately disclosed items 3 (5.0) (5.0) (7.5)
Cash generated from operations 22.5 11.3 41.3
Tax paid (10.1) (10.1) (8.6)
Cash generated from operating activities - continuing 12.4 1.2 32.7
operations
Cash generated from operating activities - 0.6 0.6 0.3
discontinued operations
Net cash generated from operating activities 13.0 1.8 33.0
Cash flow from investing activities
Business combinations 13 (32.8) (32.8) (20.1)
Purchase of property, plant and equipment (47.6) (47.6) (28.5)
Sale of property, plant and equipment 11.4 11.4 7.3
Cash absorbed by investing activities - continuing (69.0) (69.0) (41.3)
operations
Cash generated/(absorbed by) investing activities 225.4 225.4 (4.2)
-discontinued operations
Net cash inflow/(outflow) from investing activities 156.4 156.4 (45.5)
Cash flow from financing activities
Purchase of own shares (0.5) (0.5) (3.2)
Receipts on release of own shares to option schemes 2.3 2.3 1.1
Interest paid (4.7) (4.7) (6.2)
Preference dividends paid (0.1) (0.1) (0.1)
Equity dividends paid 7 (80.5) (80.5) (10.9)
Drawdown of bank loans - - 42.3
Repayment of bank loans (65.4) (65.4) (6.0)
Cost of refinancing - - (0.2)
Principal elements of lease payments (11.2) - -
Fuller, Smith & Turner P.L.C.
Condensed Group Cash Flow Statement
For the 52 weeks ended 28 March 2020
Post IFRS 16 Pre IFRS 161
52 weeks
52 weeks 52 weeks
ended
ended ended
30 March
28 March 28 March
2019
2020 2020
£m
£m £m
Cash (absorbed by)/generated from financing (160.1) (148.9) 16.8
activities - continuing operations
Net cash (outflow)/inflow from financing activities (160.1) (148.9) 16.8
Net movement in cash and cash equivalents 9.3 9.3 4.3
Cash acquired on acquisition - - 0.3
Cash and cash equivalents at the start of the year 11.0 11.0 11.7
Cash and cash equivalents at the end of the year 20.3 20.3 16.3
Included in the assets of the disposal group - - (5.3)
Total cash and cash equivalents at the end of the 20.3 20.3 11.0
year
1 Pre IFRS 16 results have been prepared under IAS 17 for comparison purposes only. IFRS 16 does not
impact actual cash, the impact is only presentational.
Fuller, Smith & Turner P.L.C.
Notes to the Condensed Financial Statements
For the 52 weeks ended 28 March 2020
1. Preliminary statement
The consolidated financial statements of Fuller, Smith & Turner P.L.C. for the 52 weeks ended 28 March
2020 were authorised for issue by the Board of Directors on 30 July 2020.
The financial information presented does not constitute the Group's annual report and accounts for either
the 52 weeks ended 28 March 2020 or the 52 weeks ended 30 March 2019 within the meaning of Section 435 of
the Companies Act 2006, but is derived from those accounts. The Group's statutory accounts for 2019 have
been delivered to the Registrar of Companies and those for 2020 will be delivered following the Company's
annual general meeting. The independent auditor's reports on both the 2019 and 2020 accounts were not
qualified or modified, however the 2020 accounts drew attention to material uncertainties in respect of
going concern. The independent auditor's reports for both 2019 and 2020 did not contain any statements
under Section 498 of the Companies Act 2006.
The Group financial statements are presented in Sterling and all values are shown in millions of pounds
(£m) rounded to the nearest hundred thousand pounds, except when otherwise indicated. The accounting
policies used have been applied consistently, except where set out below, and are described in full in the
statutory financial statements for the 52 weeks ended 28 March 2020, which will be mailed to shareholders
on or before 14 August 2020 and delivered to the Registrar of Companies. The financial statements will
also be available from the Company's registered office: Pier House, 86-93 Strand-on-the-Green, London,
England, W4 3NN, and on its website, from that date.
Going Concern
The Group has prepared the 2020 financial statements on a going concern basis. The Board is confident that
the Group has sufficient liquidity and the ability to access resources when the Group needs to refinance
to withstand a prolonged period of closure as a result of the coronavirus pandemic. At 28 March 2020, the
Group had a strong Balance Sheet with 91% of the estate being freehold properties and, as at the signing
date, headroom on facilities of £186.5 million.
The coronavirus pandemic is an ever-evolving situation with the possible outcomes continually being
re-assessed. Management have therefore modelled a range of scenarios from full closure for several months
to operating at reduced capacity for the remainder of the financial year. The base model assumes that the
estate will not open until August 2020 and there will be significant impact on sales for the rest of the
financial year as a result of the social distancing restrictions that will need to be implemented and the
risk that customer behaviour will change.
Since the closure of the pubs at the end of March the Group took a number of initial actions to reduce the
cash expenditure each month including furloughing the majority of staff, pay cuts for the Main Board and
Executive Team of 25% and 20% respectively, taking advantage of business rates holidays as agreed by the
Government and the cancellation of the final dividend.
At 28 March 2020, the Group had existing facilities of £225 million; £33 million is due to expire in
August 2020 with the rest expiring in August 2021. The facilities are subject to two main covenants, which
are tested quarterly: net debt to EBITDA (leverage) and EBITDA to net finance charges. Post year end, in
recognition of the current macroeconomic uncertainty, the Group's banks have revised the covenant tests to
a liquidity test for the quarters ending March, June and September 2020. As the previous covenant tests
were still in place at the year end the Group has reclassified all loans to current as the Group assessed
the covenants were breached. Subsequent to year end £145.6 million has been reclassified to non-current
when the March covenant was formally revised. From September 2020, under the base and downside forecast
model the Group would fail the covenant tests if not revised. Management are in discussion with the
lenders to revise the covenants beyond this date and have informally received their confirmation that this
will be agreed.
Since the year end the Group has increased its available facilities by accessing the Bank of England Covid
Corporate Financing Facility ("CCFF") programme which has already issued £100 million of commercial paper
with further access to a further £50 million. The CCFF provides short-term unsecured debt and is repayable
in May 2021.
In August 2021, the Group will need to refinance and obtain facilities at a similar level to the
facilities at 28 March 2020. There are mitigating actions that the Group could take in addition to the
ones discussed above which haven't
Fuller, Smith & Turner P.L.C.
Notes to the Condensed Financial Statements
For the 52 weeks ended 28 March 2020
1. Preliminary statement (continued)
been factored into the model, including reducing central overheads, a complete halt in all capital
expenditure and the sale of freehold properties.
The Board has considered a downside scenario that reflects the current unprecedented uncertainty in the UK
economy and which management consider to be severe but plausible. The scenario considered full closure of
the estate for four months to the end of July and then operating at 40% of the original budget for
2020/21. The results of this scenario show the potential for a covenant breach during the going concern
assessment period. Subject to further covenant amends being agreed with the lenders in the period up to
the refinance in August 2021, the Group would have sufficient liquidity in the going concern assessment
period under this scenario.
The Board is confident in securing both the revision of the covenant beyond September 2020 and obtaining
facilities beyond August 2021 but given that these are not in place at the date of approving these
financial statements a material uncertainty exists that may cast significant doubt on the Group and the
Parent Company's ability to continue as a going concern. Accepting these represent a material uncertainty
that may cast significant doubt about the Group's ability to continue as a going concern, the Board has a
reasonable expectation that the Company has adequate resources to continue in operational existence for
the foreseeable future. For these reasons, they continue to adopt the going concern basis in preparing the
Annual Report and Accounts.
2. Segmental Analysis
For management purposes, the Group's operating segments are:
• Managed Pubs and Hotels, which comprises managed pubs, managed hotels, The Stable Pizza & Cider
Limited, Bel & The Dragon and Cotswold Inns & Hotels.
• Tenanted Inns, which comprises pubs operated by third parties under tenancy or lease agreements.
The most important measure used to evaluate the performance of the business is adjusted profit, which is
the profit before income tax, adjusted for separately disclosed items. The Managed Pubs and Hotels
operating segments have been aggregated to one reportable segment on the basis they have similar economic
characteristics as the pubs and hotels are in the same geographical location. Economic indicators assessed
in determining that the aggregated operating segments share similar characteristics include expected
future financial performance, operating and competitive risks and return on invested capital. As such the
operating segments meet the aggregation criteria in paragraph 12 IFRS 8 Operating Segments (amended).
As segment assets and liabilities are not regularly provided to the Chief Operating Decision Maker
("CODM"), the Group has elected, as provided under IFRS 8 Operating Segments (amended), not to disclose a
measure of segment assets and liabilities.
Change in information presented to the CODM
Central overheads were previously recharged to each of the segments and that was how information was
presented to the CODM. However, in the current year, the costs have not been recharged to reflect how
information is now reported to the CODM and the prior year numbers have been adjusted to allow comparison.
Fuller, Smith & Turner P.L.C.
Notes to the Condensed Financial Statements
For the 52 weeks ended 28 March 2020
2. Segmental Analysis (continued)
Post IFRS 16
Managed Pubs Tenanted
Unallocated1 Total continuing operations
52 weeks ended 28 March 2020 and Hotels Inns
£m £m
£m £m
Revenue and other income 299.6 29.7 3.7 333.0
Segment result 29.5 11.8 (15.4) 25.9
Operating separately disclosed items (23.9)
Operating profit 2.0
Profit on disposal of properties 9.6
Net finance costs (8.4)
Profit before income tax 3.2
Other segment information
Additions to property, plant & equipment 24.5 3.6 23.6 51.7
Business combinations (note 13) 32.8 - - 32.8
Depreciation 26.4 2.0 0.1 28.5
Impairment of property, right-of-use assets 18.2 0.7 - 18.9
and goodwill
1 Unallocated expenses represent primarily the salaries and costs of central management. Unallocated
revenue represents Transitional Services Agreement ("TSA") income while unallocated capital expenditure
relates to the purchase of a new head office
Pre IFRS 16
Managed Tenanted
Pubs Unallocated1 Total continuing operations
52 weeks ended 28 March 2020 Inns
and Hotels £m £m
£m
£m
Revenue and other income 299.6 29.7 3.7 333.0
Segment result 28.7 11.7 (15.4) 25.0
Operating separately disclosed items (17.3)
Operating profit 7.7
Profit on disposal of properties 9.6
Net finance costs (5.8)
Profit before income tax 11.5
Other segment information
Additions to property, plant & equipment 24.5 3.6 23.6 51.7
Business combinations (note 13) 32.8 - - 32.8
Depreciation and amortisation 17.0 1.9 0.1 19.0
Impairment of property and goodwill 11.6 0.7 - 12.3
1 Unallocated expenses represent primarily the salaries and costs of central management. Unallocated
revenue represents Transitional Services Agreement ("TSA") income while unallocated capital expenditure
relates to the purchase of a new head office
Fuller, Smith & Turner P.L.C.
Notes to the Condensed Financial Statements
For the 52 weeks ended 28 March 2020
2. Segmental Analysis (continued)
Managed Tenanted
Pubs Unallocated1 Total continuing operations
52 weeks ended 30 March 2019 Inns
and Hotels £m £m
£m
£m
Revenue and other income 293.8 30.9 - 324.7
Segment result 42.7 13.8 (16.5) 40.0
Operating separately disclosed items (11.2)
Operating profit 28.8
Profit on disposal of properties 1.9
Net finance costs (7.7)
Profit before income tax 23.0
Other segment information
Additions to property, plant & equipment 25.5 3.0 - 28.5
Business combinations (note 13) 18.1 - - 18.1
Depreciation and amortisation 17.2 1.8 0.5 19.5
Impairment of property 3.0 - - 3.0
Reversal of impairment on property (1.3) (0.5) - (1.8)
1. Unallocated expenses represent primarily the salaries and costs of central management
Fuller, Smith & Turner P.L.C.
Notes to the Condensed Financial Statements
For the 52 weeks ended 28 March 2020
3. Separately Disclosed Items
The Group presents separately disclosed items on the face of the Income Statement those material items of
income and expense which, because of the nature or expected infrequency of the events giving rise to them,
merit separate presentation to allow shareholders to understand better the elements of financial
performance in the year.
Post IFRS 16 Pre IFRS 16
52 weeks ended
52 weeks 52 weeks 30 March
ended ended 2019
28 March 2020 28 March 2020
£m £m
£m
Amounts included in operating profit:
Acquisition costs (1.4) (1.4) (0.6)
Reorganisation costs (2.1) (2.1) (0.5)
Impairment and reversal of impairment of intangible assets, (18.9) (12.3) (1.2)
properties and right-of-use assets
IT maintenance, support and rectification costs (1.5) (1.5) (6.7)
Onerous lease provision charge - - (1.9)
Guaranteed Minimum Pension ("GMP") charge - - (0.3)
Total separately disclosed items included in operating profit (23.9) (17.3) (11.2)
Profit on disposal of properties 9.6 9.6 1.9
Separately disclosed finance costs:
Finance charge on net pension liabilities (note 12) (0.6) (0.6) (0.8)
Finance credit on the cancellation of interest rate swaps 0.1 0.1 -
Total separately disclosed finance costs (0.5) (0.5) (0.8)
Total separately disclosed items before tax (14.8) (8.2) (10.1)
Separately disclosed tax:
Profit on disposal of properties (1.9) (1.9) (0.3)
Other items 3.9 2.6 1.6
Total separately disclosed tax 2.0 0.7 1.3
Total separately disclosed items (12.8) (7.5) (8.8)
Acquisition costs of £1.4 million during the 52 weeks ended 28 March 2020 (30 March 2019: £0.6 million)
relate to transaction costs on property and business acquisitions.
The reorganisation costs of £2.1 million during the 52 weeks ended 28 March 2020 (30 March 2019: £0.5
million) were principally incurred as a result of the reorganisation of the Group due to the disposal of
the Fuller's Beer Business, in order for the Group to transition to a simplified structure and reduce
central overheads.
Fuller, Smith & Turner P.L.C.
Notes to the Condensed Financial Statements
For the 52 weeks ended 28 March 2020
3. Separately Disclosed Items (continued)
The total impairment charge of £18.9 million during the 52 weeks ended 28 March 2020 relates to the write
down of a number of licensed properties to their recoverable value as well as the write down in value of
previously acquired goodwill recognised on acquisition of The Stable Pizza & Cider Limited (30 March 2019:
£1.2 million). Post IFRS 16 includes impairment of right-of-use assets of £6.6 million in relation to five
properties (30 March 2019: £nil).
The expenditure of £1.5 million (30 March 2019: £6.7 million) relates to ongoing maintenance, support and
rectification costs in respect of core IT systems. The costs incurred primarily relate to consultancy and
incremental staff costs.
The profit on disposal of properties of £9.6 million during the 52 weeks ended 28 March 2020 (30 March
2019: £1.9 million) relates to the disposal of three licensed and unlicensed properties including two pubs
(2019: seven properties).
The cash impact of operating separately disclosed items before tax for the 52 weeks ended 28 March 2020
was £5.0 million cash outflow (30 March 2019: £7.5 million cash outflow).
4. Finance Costs
Post IFRS 16 Pre IFRS 16
52 weeks ended
52 weeks 52 weeks 30 March
ended ended 2019
28 March 2020 28 March 2020
£m £m
£m
Finance Income
Interest income from financial assets 0.2 0.2 -
Finance Costs
Interest expense arising on:
Financial liabilities at amortised cost - loans and debentures (5.3) (5.3) (6.7)
Financial liabilities at amortised cost - preference shares (0.1) (0.1) (0.1)
Financial liabilities at amortised cost - lease liabilities (2.7) (0.1) -
Total interest expense for financial liabilities (8.1) (5.5) (6.8)
Unwinding of discounts on provisions - - (0.1)
Net finance costs before separately disclosed items (7.9) (5.3) (6.9)
Finance charge on net pension liabilities (note 12) (0.6) (0.6) (0.8)
Finance credit on the cancellation of interest rate swaps 0.1 0.1 -
Total finance costs after separately disclosed items (8.4) (5.8) (7.7)
Fuller, Smith & Turner P.L.C.
Notes to the Condensed Financial Statements
For the 52 weeks ended 28 March 2020
5. Taxation
Tax on Profit on Ordinary Activities
Post IFRS 16 Pre IFRS 16
52 weeks ended
52 weeks ended 52 weeks ended 30 March
Group 28 March 28 March
2019
2020 2020 £m
£m £m
Tax charged in the Income Statement
Current income tax:
Current tax on profits for the year 0.8 2.4 5.6
Adjustments for current tax on prior period 0.1 0.1 0.1
Total current income tax expense 0.9 2.5 5.7
Deferred income tax:
Origination and reversal of temporary differences 1.4 1.4 (0.7)
Change in corporation tax rate 1.6 1.6 -
Adjustments for current tax on prior periods 0.3 0.3 0.2
Total deferred tax expense/(benefit) 3.3 3.3 (0.5)
Total tax charged in the Income Statement 4.2 5.8 5.2
Analysed as:
Before separately disclosed items 6.2 6.5 6.5
Separately disclosed items (2.0) (0.7) (1.3)
4.2 5.8 5.2
Reconciliation of the Total Tax Charge
The tax expense in the Income Statement for the year is higher (2019: higher) than the standard rate of
corporation tax in the UK of 19% (2019: 19%). The differences are reconciled below:
Post IFRS 16 Pre IFRS 16
52 weeks ended
52 weeks ended 52 weeks ended 30 March
28 March 28 March
2019
2020 2020 £m
£m £m
Profit from continuing operations before income tax expense 3.2 11.5 23.0
Accounting profit multiplied by the UK standard rate of 0.6 2.2 4.4
corporation tax of 19% (2019: 19%)
Items not deductible for tax purposes 1.6 1.6 0.6
Current and deferred tax under provided in previous years 2.0 2.0 0.3
Other - - (0.1)
Total tax charged in the Income Statement 4.2 5.8 5.2
Fuller, Smith & Turner P.L.C.
Notes to the Condensed Financial Statements
For the 52 weeks ended 28 March 2020
5. Taxation (continued)
Post IFRS 16 Pre IFRS 16
Deferred tax relating to items Charged/(Credited) to the 52 weeks ended
Income Statement 52 weeks ended 52 weeks ended 30 March
28 March 28 March
2019
2020 2020 £m
£m £m
Deferred tax depreciation - - (1.0)
Rolled over capital gains 2.6 2.6 0.3
Retirement benefit obligations 0.6 0.6 0.2
Employee share schemes 0.1 0.1 0.1
Pub acquisition costs - - (0.1)
Deferred tax in the Income Statement 3.3 3.3 (0.5)
Tax Relating to Items Charged/(Credited) to the
Statement of Comprehensive Income
Deferred tax:
Valuation gains on financial assets and liabilities 0.1 0.1 -
Net actuarial gains/(losses) on pension scheme 1.1 1.1 (0.8)
Total tax charged/(credited) in the Statement of Comprehensive Income 1.2 1.2 (0.8)
Tax Relating to Items Charged/(Credited) Directly to Equity
Deferred tax:
Increase in deferred tax liability due to indexation - - 0.1
Share-based payments 0.1 0.1 (0.1)
Total tax charged to equity 0.1 0.1 -
6. Earnings Per Share
Post IFRS 16 Pre IFRS 16 52 weeks
52 weeks 52 weeks
ended
Group ended ended 30 March
28 March 2020 28 March 2020
£m £m 2019
£m
Profit attributable to equity shareholders 161.9 168.6 19.3
Separately disclosed items net of tax (149.6) (154.9) 15.2
Adjusted earnings attributable to equity shareholders 12.3 13.7 34.5
Number Number Number
Weighted average share capital 55,124,000 55,124,000 54,957,000
Dilutive outstanding options and share awards 128,000 128,000 389,000
Diluted weighted average share capital 55,252,000 55,252,000 55,346,000
Fuller, Smith & Turner P.L.C.
Notes to the Condensed Financial Statements
For the 52 weeks ended 28 March 2020
6. Earnings Per Share (continued)
Pence Pence Pence
40p 'A' and 'C' ordinary share
Basic earnings per share 293.70 305.86 35.12
Diluted earnings per share 293.02 305.15 34.87
Adjusted earnings per share 22.31 24.85 62.78
Diluted adjusted earnings per share 22.26 24.80 62.33
4p 'B' ordinary share Pence Pence Pence
Basic earnings per share 29.37 30.59 3.51
Diluted earnings per share 29.30 30.51 3.49
Adjusted earnings per share 2.23 2.49 6.28
Diluted adjusted earnings per share 2.23 2.48 6.23
Post IFRS 16 Pre IFRS 16 52 weeks
52 weeks 52 weeks
Continuing operations ended
ended ended 30 March 2019
28 March 2020 28 March 2020
£m £m £m
Profit attributable to equity shareholders (1.0) 5.7 17.8
Separately disclosed items net of tax 12.8 7.5 8.8
Adjusted earnings attributable to equity shareholders 11.8 13.2 26.6
Number Number Number
Weighted average share capital 55,124,000 55,124,000 54,957,000
Dilutive outstanding options and share awards 128,000 128,000 389,000
Diluted weighted average share capital 55,252,000 55,252,000 55,346,000
40p 'A' and 'C' ordinary share Pence Pence Pence
Basic earnings per share (1.81) 10.34 32.39
Diluted earnings per share (1.81) 10.32 32.16
Adjusted earnings per share 21.41 23.95 48.40
Diluted adjusted earnings per share 21.36 23.89 48.06
4p 'B' ordinary share Pence Pence Pence
Basic earnings per share (0.18) 1.03 3.24
Diluted earnings per share (0.18) 1.03 3.22
Adjusted earnings per share 2.14 2.39 4.84
Diluted adjusted earnings per share 2.14 2.39 4.81
The Directors have determined the profit or loss and the weighted average number of shares that is
attributable to each class of ordinary share to calculate the earnings per share for the 40p 'A' and 'C'
ordinary shares and the 4p 'B' ordinary shares. The earnings per share calculation is based on earnings
from continuing operations and on the weighted average ordinary share capital which excludes shares held
by trusts relating to employee share options and shares held in treasury of 1,860,777 (2019: 2,027,034).
Fuller, Smith & Turner P.L.C.
Notes to the Condensed Financial Statements
For the 52 weeks ended 28 March 2020
6. Earnings Per Share (continued)
Diluted earnings per share is calculated using the same earnings figure as for basic earnings per share,
divided by the weighted average number of ordinary shares outstanding during the year plus the weighted
average number of ordinary shares that would be issued on the conversion of all the dilutive potential
ordinary shares into ordinary shares.
Adjusted earnings per share is calculated on profit before tax excluding separately disclosed items and on
the same weighted average ordinary share capital as for the basic and diluted earnings per share. An
adjusted earnings per share measure has been included as the Directors consider that this measure better
reflects the underlying earnings of the Group.
7. Dividends
52 weeks ended 52 weeks ended
28 March 30 March
2020 2019
£m £m
Declared and paid during the year
Equity dividends on ordinary shares:
Final dividend for 2019: 4.35p (2018:12.00p) 2.4 6.6
Second interim dividend for 2019: 8.00p (2018: 0p) 4.4 -
First interim dividend for 2020: 7.80p (2019: 7.80p) 4.3 4.3
'D' Share single dividend for 2020: 125p (2019: 0p) 69.4 -
Equity dividends paid 80.5 10.9
Dividends on cumulative preference shares 0.1 0.1
Declared and paid after the year
Second interim dividend for 2020: 0p (2019: 8.00p) - 4.4
Proposed for approval at the Annual General Meeting:
Final dividend for 2020: 0p (2019: 4.35p) - 2.4
The pence figures above are for the 40p 'A' ordinary shares and 40p 'C' ordinary shares. The 4p 'B'
ordinary shares carry dividend rights of one-tenth of those applicable to the 40p 'A' ordinary shares. Own
shares held in the employee share trusts do not qualify for dividends as the Trustees have waived their
rights. Dividends are also not paid on own shares held as treasury shares.
As indicated in the circular published on 28 March 2019 relating to the disposal of the Fuller's Beer
Business, the Board made an additional cash return of £1.25 per 'A' and 'C' ordinary share and 12.5p per
'B' ordinary share through a 'D' share scheme. Each ordinary shareholder as at the record date was issued
with ten 'D' shares for every existing 'A' and 'C' ordinary share and one 'D' share for every one 'B'
ordinary share held at the time. Numis (acting as principal, and not as agent, nominee or trustee for the
Company) made an offer to purchase the 'D' shares for an amount of 12.5p per 'D' share (free of all
expenses and commissions). The Company accepted the offer on behalf of shareholders and paid a single
dividend to Numis as holder of all the 'D' shares of £69.4 million representing the sum of 12.5p per 'D'
share plus the stamp duty payable by Numis in connection with the purchase of all the 'D' shares in issue.
Following the approval of all the resolutions presented to the Company's Extraordinary General Meeting on
1 October 2019, 552,318,406 'D' shares of 0.1p each were allotted and issued to shareholders on 2 October
2019 on the basis of ten 'D' shares for every existing 'A' and 'C' ordinary share of 40p each and one 'D'
share for every existing 'B' ordinary share of 4p each held at the record date. Following the purchase by
Numis of all of the 'D' shares, and payment by the Company of a single dividend to Numis of £69.4 million
as holder of all of the 'D' shares on 7 October 2019, the 'D' shares were reclassified as deferred shares
of 0.1p and were immediately repurchased and cancelled by the Company on 8 October 2019.
No final dividend for 2020 has been proposed for approval at the Annual General Meeting due to the
temporary closure of the business as a result of the coronavirus pandemic.
Fuller, Smith & Turner P.L.C.
Notes to the Condensed Financial Statements
For the 52 weeks ended 28 March 2020
8. Property, Plant and Equipment
Plant, machinery
Land & buildings Fixtures & fittings Total
Group & vehicles
£m £m £m
£m
Cost
At 31 March 2018 528.4 43.0 160.7 732.1
Additions 12.5 4.1 17.3 33.9
Acquisitions 20.6 - - 20.6
Disposals (2.5) (0.2) (3.6) (6.3)
Derecognition of assets - - (1.9) (1.9)
Transfer to assets held for sale (25.0) (40.7) (15.9) (81.6)
At 30 March 2019 534.0 6.2 156.6 696.8
Additions 36.0 0.3 15.4 51.7
Acquisitions (note 13) 42.2 - 2.1 44.3
Disposals (2.2) - (5.0) (7.2)
Transfer to investment property (0.2) - - (0.2)
Transfer to assets held for sale (2.2) - (0.2) (2.4)
At 28 March 2020 607.6 6.5 168.9 783.0
Depreciation and impairment
At 31 March 2018 40.4 26.7 100.9 168.0
Provided during the year - continuing 3.6 0.5 14.4 18.5
operations
Provided during the year - discontinued 0.4 1.9 1.0 3.3
operations
Disposals (0.1) (0.1) (3.1) (3.3)
Impairment loss net of reversals (0.7) - 1.9 1.2
Derecognition of assets - - (0.9) (0.9)
Transfer to assets held for sale (3.9) (27.7) (11.1) (42.7)
At 30 March 2019 39.7 1.3 103.1 144.1
Provided during the year 3.8 0.5 13.6 17.9
Disposals (0.7) - (4.4) (5.1)
Impairment loss net of reversals 8.5 - 0.1 8.6
Transfer to assets held for sale (0.1) - (0.1) (0.2)
At 28 March 2020 51.2 1.8 112.3 165.3
Net book value at 28 March 2020 556.4 4.7 56.6 617.7
Net book value at 30 March 2019 494.3 4.9 53.5 552.7
Net book value at 31 March 2018 488.0 16.3 59.8 564.1
Fuller, Smith & Turner P.L.C.
Notes to the Condensed Financial Statements
For the 52 weeks ended 28 March 2020
9. Impairment
2020 2019
Group
£m £m
Impairment losses net of reversals
Intangible assets 3.7 -
Property, plant and equipment 8.6 1.2
Right-of-use assets 6.6 -
18.9 1.2
During the 52 weeks ended 28 March 2020, the Group recognised an impairment loss of £8.6 million (2019:
£1.2 million) in respect of the write down of a number of licensed properties where their asset values
exceeded the higher of fair value less costs to sell or their value in use. Post IFRS 16 also includes
impairment of right-of-use assets of £6.6 million in relation to five properties where asset values
exceeded the higher of the fair value less costs to sell or their value in use (30 March 2019: £nil). The
impairment losses were driven principally by changes in the local competitive environment in which the
pubs are situated as well as the significant impact coronavirus will have on these pubs.
During the 52 weeks ended 28 March 2020, the Group recognised an impairment loss of £3.7 million in
relation to previously acquired goodwill recognised on acquisition of The Stable Pizza & Cider Limited.
The impairment loss was principally driven by poor performance during the year and the sale of the Company
post year end, refer to note 15.
10. Leases
Amounts recognised in the Balance Sheet
2020 31 March 20191
Group
£m £m
Right-of-use assets
Properties 105.1 101.0
Equipment 0.8 1.2
Vehicles 1.1 0.7
107.0 102.9
Lease liabilities
Current 8.9 7.7
Non-current 104.0 92.7
112.9 100.4
1 In the previous year, the Group accounted for operating leases under IAS 17, Leases.
Fuller, Smith & Turner P.L.C.
Notes to the Condensed Financial Statements
For the 52 weeks ended 28 March 2020
10. Leases (continued)
Set out below are the carrying amounts of right-of-use assets recognised and the movements during the
period:
Property Vehicles Equipment Total
Group
£m £m £m £m
Net carrying value as at 31 March 2019 101.0 0.7 1.2 102.9
Additions 2.8 - 0.2 3.0
Lease amendments1 14.7 0.6 - 15.3
Business combinations 3.0 - - 3.0
Depreciation (9.8) (0.2) (0.6) (10.6)
Impairment (6.6) - - (6.6)
Net carrying value as at 28 March 2020 105.1 1.1 0.8 107.0
1 Lease amendments include lease terminations, modifications, reassessments and extensions to existing
lease agreements.
As at 28 March 2020, the Group was committed to leases with future cash outflows totalling £3.3 million
which had not yet commenced and as such are not accounted for as a liability. A liability and
corresponding right-of-use asset will be recognised for these leases at the lease commencement date.
11. Analysis of Net Debt
Post IFRS 16
At 30 March 2019 Transition to IFRS 16 Cash flows Non cash1 At
52 weeks ended 28 March 2020 £m £m £m £m 28 March 2020
£m
Cash and cash equivalents:
Cash and short-term deposits 11.0 - 9.3 - 20.3
11.0 - 9.3 - 20.3
Financial liabilities
Lease liabilities - (100.4) 11.2 (23.7) (112.9)
- (100.4) 11.2 (23.7) (112.9)
Debt:
Bank loans2 (228.5) - 57.0 (0.2) (171.7)
Other loans (0.2) - - 0.2 -
Debenture stock (25.9) - - - (25.9)
Preference shares (1.6) - - - (1.6)
Total borrowings (256.2) - 57.0 - (199.2)
Net debt (245.2) (100.4) 77.5 (23.7) (291.8)
1 Non-cash movements relate to the amortisation of arrangement fees, arrangement fees accrued, movements
in lease liabilities and corporate disposals.
2 Bank loans net of arrangement fees.
Fuller, Smith & Turner P.L.C.
Notes to the Condensed Financial Statements
For the 52 weeks ended 28 March 2020
11. Analysis of Net Debt (continued)
Pre IFRS 16
At At
52 weeks ended 28 March 2020 30 March Cash flows Non cash1 28 March
2019 £m £m 2020
£m £m
Cash and cash equivalents:
Cash and short-term deposits 11.0 9.3 - 20.3
11.0 9.3 - 20.3
Debt:
Bank loans2 (228.5) 57.0 (0.2) (171.7)
Other loans (0.2) 0.2 -
Debenture stock (25.9) - - (25.9)
Preference shares (1.6) - - (1.6)
Total borrowings (256.2) 57.0 - (199.2)
Net debt (245.2) 66.3 - (178.9)
At At
52 weeks ended 30 March 2019 31 March Cash flows Non cash1 30 March
2018 £m £m 2019
£m £m
Cash and cash equivalents:
Cash and short-term deposits 11.7 (0.7) - 11.0
11.7 (0.7) - 11.0
Debt:
Bank loans2 (185.9) (42.3) (0.3) (228.5)
Other loans (0.2) - - (0.2)
Debenture stock (25.9) - - (25.9)
Preference shares (1.6) - - (1.6)
Total borrowings (213.6) (42.3) (0.3) (256.2)
Net debt (201.9) (43.0) (0.3) (245.2)
1 Non-cash movements relate to the amortisation of arrangement fees, arrangement fees accrued and
corporate disposals.
2 Bank loans net of arrangement fees.
Fuller, Smith & Turner P.L.C.
Notes to the Condensed Financial Statements
For the 52 weeks ended 28 March 2020
12. Retirement Benefit Obligations
The amount included in the Balance Sheet arising from the Group's obligations in respect of its defined
benefit retirement plan are:
2020 2019
£m £m
Fair value of Scheme assets 123.8 111.9
Present value of Scheme liabilities (128.5) (148.3)
Deficit in the Scheme (4.7) (36.4)
Defined benefit Fair value of Scheme
obligation assets Net defined deficit
2020 2019 2020 2019 2020 2019
£m £m £m £m £m £m
Balance at beginning of the year (148.3) (142.0) 111.9 109.5 (36.4) (32.5)
Included in profit and loss
Current service cost - - - - - -
Net interest cost (3.7) (3.6) 3.1 2.8 (0.6) (0.8)
(3.7) (3.6) 3.1 2.8 (0.6) (0.8)
Included in Other Comprehensive Income
Actuarial gains/(losses) relating to:
Return on scheme's assets (less amounts included - - (13.2) 2.6 (13.2) 2.6
in the net interest expense)
Experience gains/(losses) arising 19.1 (7.6) - - 19.1 (7.6)
on Scheme liabilities
19.1 (7.6) (13.2) 2.6 5.9 (5.0)
Other
Employer special contribution - - 24.0 - 24.0 -
Employer contributions - - 2.4 2.2 2.4 2.2
Benefits paid 4.4 5.2 (4.4) (5.2) - -
GMP Equalisation - (0.3) - - - (0.3)
4.4 4.9 22.0 (3.0) 26.4 1.9
Balance at end of the year (128.5) (148.3) 123.8 111.9 (4.7) (36.4)
Key assumptions
The key assumptions used in the 2020 valuation of the Scheme are set out below:
Key financial assumptions used in the valuation of the Scheme 2020 2019
Rate of increase in pensions in payment 2.85% 3.30%
Discount rate 2.40% 2.40%
Inflation assumption - RPI 2.85% 3.35%
Inflation assumption - CPI 1.95% 2.35%
2020 2019
Mortality assumptions
Years Years
Current pensioners (at 65) - males 22.1 22.0
Current pensioners (at 65) - females 24.3 23.9
Future pensioners (at 65) - males 23.4 23.4
Future pensioners (at 65) - females 25.8 25.5
Fuller, Smith & Turner P.L.C.
Notes to the Condensed Financial Statements
For the 52 weeks ended 28 March 2020
12. Retirement Benefit Obligations (continued)
2020 2019
Assets in the Scheme
£m £m
Corporate bonds 26.9 27.4
Gilts 24.0 -
UK equities 17.0 21.3
Overseas equities 20.9 22.3
Alternatives 30.5 36.5
Cash 0.9 0.8
Annuities 3.6 3.6
Total market value of assets 123.8 111.9
13. Business combinations
During the 52 weeks ended 28 March 2020, the Company acquired 100% of the shares of Cotswold Inns & Hotels
Limited, a business incorporated in the UK and consisting of seven premium hotels and two bars. A further
pub was bought and treated as a business combination as it was operating as a business at the point the
Company acquired it. Both these transactions have been accounted for by the purchase method of accounting.
Cotswold Inns & Hotels Pubs and Restaurant
2020 2020
Number of pubs/hotels/ restaurants purchased 9 1
Cotswold Inns & Hotels Pubs and Restaurant
Fair value 2020 2020
£m £m
Property, plant and equipment 40.6 3.7
Right-of-use assets 3.0
Current assets 1.2 -
Lease liabilities (3.0)
Current liabilities (3.7) -
Deferred tax (3.2) -
Borrowings (8.4) -
Cash and cash equivalents 1.3 -
Net assets acquired 27.8 3.7
Goodwill 2.6 -
Total consideration 30.4 3.7
Net outflow of cash
Cash consideration paid 30.4 3.7
Repayment of third party loans on acquisition 8.4 -
Cash and cash equivalents acquired (1.3) -
Net cash outflow in respect of purchase of businesses 37.5 3.7
From the date of acquisition, Cotswolds Inns & Hotels contributed £5.2 million of revenue and a £0.5
million loss to profit before tax to continuing operations of the Group. The impact of coronavirus was an
estimated loss of £0.3 million.
Fuller, Smith & Turner P.L.C.
Notes to the Condensed Financial Statements
For the 52 weeks ended 28 March 2020
13. Business combinations (continued)
If the combination had taken place at the start of the financial year, Cotswolds Inns & Hotels would have
expected to contribute £17.0 million of revenue and £2.3 million of profit before tax.
The consideration paid is the enterprise of £40 million less any working capital adjustments.
14. Discontinued operations
On 27 April 2019, the Group sold its entire beer business to Asahi Europe Ltd ("AEL"), a wholly owned
subsidiary of Asahi Group Holdings Ltd ("Asahi"), for an enterprise value of £250.0 million on a debt free
basis including any cash left in the business.
The business sold comprised the entirety of Fuller's beer, cider and soft drinks brewing and production,
wine wholesaling, as well as the distribution thereof, and also includes the Griffin Brewery, Cornish
Orchards, Dark Star Brewing and Nectar Imports (referred to as the "Fuller's Beer Business"). Accordingly,
they have been reported as discontinued operations in the Annual Report for the 52 weeks ended 28 March
2020.
(a) Financial performance and cash flow
The financial performance and cash flow information presented reflects the operations for the one month
ended 27 April 2019.
52 weeks ended 52 weeks ended
30 March
28 March
2019
2020
£m
£m
Revenue
Segment revenue 13.1 161.4
Inter-segment sales (4.1) (55.0)
Revenue from third parties 9.0 106.4
Segment result 0.6 10.1
Operating separately disclosed items - (1.6)
Operating profit 0.6 8.5
Net finance costs - -
Profit from operating activities - discontinued operations 0.6 8.5
Net gain/(loss) on sale of discontinued operations 162.4 (5.4)
Profit before tax - discontinued operations 163.0 3.1
Taxation (0.1) (1.4)
Analysed as:
Underlying trading (0.1) (2.0)
Separately disclosed items - 0.6
Profit from discontinued operations 162.9 1.7
Attributable to:
Equity shareholders of the Parent Company 162.9 1.5
Non-controlling interest - 0.2
Net cash inflow from operating activities 0.6 0.3
Net cash inflow/(outflow) from investing activities 225.4 (4.2)
Net increase/(decrease) in cash generated by the Fuller's Beer Business 226.0 (3.9)
Other segment information
Additions to property, plant & equipment - 4.2
Business combinations - 2.0
Depreciation and amortisation - 3.6
Fuller, Smith & Turner P.L.C.
Notes to the Condensed Financial Statements
For the 52 weeks ended 28 March 2020
14. Discontinued operations (continued)
52 weeks ended
52 weeks ended 30 March
28 March
2019
2020
Earnings per share - discontinued operations Pence Pence
40p 'A' and 'C' ordinary share
Basic earnings per share 295.52 2.73
Diluted earnings per share 294.83 2.71
Adjusted earnings per share 0.91 14.37
Diluted adjusted earnings per share 0.90 14.27
4p 'B' ordinary share Pence Pence
Basic earnings per share 29.55 0.27
Diluted earnings per share 29.48 0.27
Adjusted earnings per share 0.09 1.44
Diluted adjusted earnings per share 0.09 1.43
(b) Details of the sale of the subsidiary
52 weeks ended
28 March
2020
£m
Provisional consideration received
Cash 230.5
Carrying amount of net assets sold (47.0)
Goodwill (11.7)
Gain on sale before income tax 171.8
Transaction costs (9.4)
Gain net of transaction costs 162.4
Income tax expense on gain -
Gain on sale after income tax 162.4
The consideration received is the enterprise value of £250.0 million less working capital adjustments and
provision.
Fuller, Smith & Turner P.L.C.
Notes to the Condensed Financial Statements
For the 52 weeks ended 28 March 2020
15. Post Balance Sheet Events
In response to the coronavirus pandemic and the temporary closure of the entire estate at the end of
March, management have taken a number of steps to mitigate the financial impact of the pandemic. The Group
has strengthened the Balance Sheet by accessing the Bank of England Covid Corporate Financing Facility
("CCFF") programme which have issued £100 million of Commercial Paper with access to a further £50
million. The CCFF provides short-term unsecured debt and is repayable in May 2021. Management have also
agreed with their lenders that the existing quarterly covenant tests (through to and including September
2020) are revised to be based primarily on liquidity headroom metrics, deemed to be a more appropriate
measure while the Group's pubs and hotels remain closed. The above measures are on top of the existing and
ongoing cost reducing initiatives, which include minimising the Group's outgoings across the business and
accessing some of the Governments support packages (such as Coronavirus Job Retention Scheme) in order to
safeguard employment.
On 15 March 2020, the Group made the decision to cancel tenant's rent due to the closure of all pubs. In
April and May 2020, this resulted in a total of £1.2 million loss of earnings.
The Stable Pizza and Cider Limited and its subsidiary The Stable Bar and Restaurant Limited was disposed
of on 7 June 2020. The Group disposed of non-current assets of £12.1 million, current assets of £0.4
million, current liabilities of £2.1 million and non-current liabilities of £10 million. The consideration
received was equal to the Group's net assets.
══════════════════════════════════════════════════════════════════════════════════════════════════════════
8 1 Managed Pubs and Hotels like for like sales excludes The Stable
9 2 Operating profit before separately disclosed items and head office costs
10 3 Profit before tax before separately disclosed items and IFRS 16 for continuing operations
11 4 Profit before tax for total Group, pre IFRS 16
12 5 Source: Peach Tracker Index
══════════════════════════════════════════════════════════════════════════════════════════════════════════
ISIN: GB00B1YPC344
Category Code: FR
TIDM: FSTA
LEI Code: 213800C7ACOFMRCQQW76
OAM Categories: 1.1. Annual financial and audit reports
Sequence No.: 78857
EQS News ID: 1105743
End of Announcement EQS News Service
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