REG - Revel Collective PLC - Interim Results
04/03/2025 07:15
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RNS Number : 1856Z Revel Collective PLC (The) 04 March 2025
4 March 2025
The Revel Collective plc (LSE: TRC)
Unaudited Interim results for the 26 weeks ended 28 December 2024
Continued challenging conditions in bar brands means recovery has been slower
than expected, but Peach Pubs and Founders & Co. show continued strong
performance
The Revel Collective plc ("the Group"), a leading UK operator of 40 premium
bars and 22 gastro pubs, trading predominantly under the Revolution,
Revolución de Cuba and Peach Pubs brands, today announces its unaudited
interim results for the 26 weeks ended 28 December 2024.
H1 saw the completion of the Restructuring Plan in September 2024, putting the
Group in a far stronger position going forward. H1 also saw a strong
performance from Peach Pubs and Founders & Co. However, trading in the
bars continued to be challenging due to the reduced consumer confidence
currently impacting the UK nighttime economy. The Restructuring Plan in
Revolution Bars Limited completed, two months later than originally planned,
leading to prolonged uncertainty for both Revolution and Revolución de
Cuba. Management have been working to counter this through evolution of the
bar brands and propositions, and through the execution of robust efficiency
and cost saving measures. Notwithstanding the delay in completion of the
Restructuring Plan, we received record levels of pre-booked corporate bookings
in our bar brands in the festive trading period. These ongoing actions are
aimed at putting the Group's bar business in a strong position to both take
advantage of a return in consumer confidence and mitigate the expected cost
impact of the Government's budget.
Results to 28 December 2024
H1 FY25 H1 FY24 H1 FY25 H1 FY24
(IFRS 16) (IFRS 16) (IAS 17) (IAS 17)
£m £m £m £m
Total Sales 64.2 82.3 64.2 82.3
Operating Profit/(Loss) 30.5 7.2 (4.9) (0.7)
Adjusted(1) EBITDA* 6.1 8.9 3.1 3.2
Profit/(Loss) Before Tax 30.1 3.1 (3.0) (2.1)
Net Bank Debt* (14.7) (20.0) (14.7) (20.0)
* These are Alternative Performance Measures ("APMs"), which are metrics not
defined by IFRS or UK GAAP, used to provide additional insight into the
Group's financial performance or position.
Key points
Festive trading was robust, and Peach Pubs enjoyed a strong FY25 H1. Sales in
the bar brands were challenged, with the recovery plan running several months
behind our initial expectations, and have seen a slower recovery than
anticipated due to ongoing consumer and market challenges.
Despite this, the Group experienced positive like-for-like(2) sales during
the key four-week festive trading period of +1.6%, with record levels of
pre-booked corporate bookings in our bar brands of +5.3% on last year.
Peach Pubs has enjoyed a strong FY25 H1 and festive trading, performing the
best across our three main brands. The Group continues to review expansion
opportunities for this brand.
Revolution concluded its Restructuring Plan in September 2024; however, sales
recovery has been slower than anticipated. A number of trials continue within
the brand to enhance profitable growth, and a relaunch of the brand is planned
for Spring 2025.
Revolución de Cuba was also impacted by the negative commentary surrounding
the Restructuring Plan. The brand therefore experienced softer sales in FY25
H1 and was also impacted by competitor openings, with continued initiatives
and brand proposition work aimed at returning to previous market
outperformance. The brand enjoyed strong corporate sales over the festive
trading period.
Founders & Co. enjoyed very strong trading as the site goes from strength
to strength. New events continue to be held, and our lineup of traders is the
best it's been over our three years of operation, ensuring there is always
something new for guests. There is an excellent opportunity to expand this
brand when funding allows.
There are opportunities for conversion of existing portfolio properties into
Peach Pubs and Founders & Co. sites.
Current trading continues to see softer sales due to subdued consumer
confidence; this, together with changes announced in the Budget and due from
April 2025, are expected to offset initiatives implemented in FY25. We
therefore expect to achieve Alternative Performance Measures ("APM")
adjusted(1) EBITDA of £2.0 - £4.0 million, as previously announced. Further
cost savings have been identified across the Group to support FY26 onwards.
Net bank debt (excluding PIK loan) is £19.4 million at 3 March 2025.
(1) Adjusted performance measures exclude exceptional items, share-based
payment charges and bar opening costs
(2) Like-for-like ("LFL") sales are same site sales defined as sales at only
those venues that traded in the same week in both the current and prior year
(3) APM refers to Alternative Performance Measure being measures reported on
an IAS 17 basis
Rob Pitcher, Chief Executive Officer, said:
"The first half of FY25 experienced a number of challenges caused mainly by
the impact of consumer confidence on the late night bars market, and the delay
to the Restructuring Plan timeline, so I was very pleased to see a robust 2024
festive trading period. I am particularly pleased with the strong performance
in Peach Pubs and Founders & Co. and excited to see where these brands can
take us in the future.
With the impending Budget measures due in April, in particular the regressive
reduction in the National Insurance threshold, we are cognisant of the
significant and damaging impact this will have on the Group and wider industry
and economy.
The Hospitality industry can be a powerhouse for economic growth in the UK
when allowed to do what it does best, unimpeded by unrealistic Government cost
increases. It's a real disappointment that Chancellor Reeves doesn't seem to
understand the impact of her actions.
Our immediate priority is both the mitigation of this cost impact and
continued driving of sales, particularly in the bars brands. We strongly urge
the Government to reconsider the National Insurance changes and explore more
balanced alternatives.
I give my thanks to all our teams for their continued dedication and hard work
as we navigate these challenging times."
Enquiries:
The Revel Collective plc Tel: 0161 330 3876
Rob Pitcher, CEO
Danielle Davies, CFO
Cavendish Capital Markets Limited (Nominated Adviser and Broker) Tel: 020 7220 0500
Matt Goode / Teddy Whiley / Hamish Waller (Corporate Finance)
Tim Redfern / Harriet Ward (Corporate Broking)
Instinctif (Financial PR)
Matt Smallwood / Justine Warren Tel: 020 7457 2020
A presentation will be made available on the Group's corporate website at
www.therevelcollective.com (http://www.therevelcollective.com) .
Chairman's Statement
With robust Christmas trading, the Group has very much seen a continued strong
performance from Peach and Founders & Co., with challenged sales within
both bar brands. The delayed timetable of the Restructuring Plan caused more
disruption and caution within the bars than was initially anticipated, and,
coupled with the continued impact of negative consumer confidence, this has
led to a slower sales recovery in our bars. This is clearly very
disappointing, and management's focus is very much on the return to sales and
profitable growth across all areas of the business.
The current trading environment remains difficult. Upcoming Government cost
increases, particularly in Employers National Insurance, are going to be
significant for the Group. We are actively trying to mitigate the impact
through various cost saving exercises including reduction in central
operations and continue to work through further reductions, however the
imposed legislative changes are significant. We implore the Government to
identify assistance for the Hospitality industry instead of these continued
unsustainable cost rises.
The positive effect of such increases is that our youngest guest base will see
a significant 16.3% rise in income through the National Minimum Wage increase.
This, coupled with the ongoing proposition improvements in our bar brands, and
the continued success in pubs, gives us some optimism whilst still behind
plan.
I would like to take this opportunity to thank our banking partner and
suppliers for their incredible support throughout the Restructuring Plan.
Our business
At the end of the reporting period the Group operated 62 venues (FY24 H1: 88
venues) consisting of the following brands: Revolution (24 bars), focused on
young adults; Revolución de Cuba (15 bars), which attracts a broader age
range; Peach Pubs (22 pubs), focused on attracting a more affluent guest base;
and Founders & Co. (one bar), an artisanal marketplace experience.
The Group closed a number of sites in FY24 H2 as part of the Revolution Bars
Limited Restructuring Plan, with eight closed at the start of January 2024 and
the rest later in H2, which meant FY24 ended with 77 venues. A further 15 bars
closed in FY25 H1, being 14 Revolution bars and one Playhouse, as a result of
the successful sanctioning of the Restructuring Plan. The Group now has a
well-balanced portfolio with three main brands, and aims to expand Peach and
Founders & Co. when the opportunity arises.
Our results
Sales for the 26-week period of £64.2 million (FY24 H1: £82.3 million) were
22.0% lower, reflecting a significant reduction of 88 to 62 venues across the
12-month period, together with the delay to, and ongoing distraction of, the
Restructuring Plan impacting on the bars for the first half of FY25. There is
significant opportunity for growth via a renewed focus and exciting
initiatives in the second half of the year.
Adjusted(1) EBITDA, our preferred KPI, is significantly influenced by IFRS 16
and thus the Directors believe that business performance is best measured by
the directly comparable IAS 17 Alternative Performance Measures(3) ("APM") of
adjusted(1) EBITDA profit of £3.1 million (FY24 H1: profit of £3.2 million).
Softer sales and lower operating costs in the period mean that APM(3)
adjusted(1) EBITDA is in line with the previous year. Our statutory profit
before tax for the period of £30.1 million (FY24 H1: profit before tax of
£3.1 million) is significantly impacted by non-cash gains from the disposal
of leases under the Restructuring Plan.
The Group operates a £26.0 million Revolving Credit Facility ("RCF") and had
net bank debt of £14.7 million at FY25 H1 end. As at 3 March 2025, the Group
had net bank debt (excluding PIK loan) of £19.4 million.
Our People
It continues to be a demanding year for our hard-working colleagues, with all
teams demonstrating resilience and professionalism as we continue to navigate
the challenges faced by the industry. Our people create amazing experiences in
all our bars and pubs by delivering excellent service to our guests. Thank you
also to our experienced and committed Management teams who continue to support
the wider business.
Current trading
Following suppressed trading in FY25 H1, caused in part by delays to the
Restructuring Plan and the distraction this created for Management, current
trading remains softer within the bars. After the disappointing announcement
of the new Government's budgetary impacts, we have already implemented
significant cost-saving exercises and continue to review costs within the
business.
We are energised by the opportunities available to the Group, as we put the
distractions of the Restructuring Plan behind us. We have been pleased to see
Peach and Founders & Co. continue to perform well in early 2025, and will
focus on the ongoing initiatives and trials within the bars, with significant
focus by management, to increase sales and profitability.
The Board remains confident of achieving APM(3) adjusted(1) EBITDA in line of
£2.0 - 4.0 million as previously announced in January 2025.
Luke Johnson
Non-Executive Chairman
3 March 2025
(1) Adjusted performance measures exclude exceptional items, share-based
payment charges and bar opening costs
(2) Like-for-like ("LFL") sales are same site sales defined as sales at only
those venues that traded in the same week in both the current and prior year
(3) APM refers to Alternative Performance Measure being measures reported on
an IAS 17 basis
Chief Executive Officer's statement
Business review
Our festive period saw some excellent results across the business, with
pre-booked revenue (largely relating to Corporate Christmas bookings)
achieving record levels across our bar brands, and was 5.3% ahead of last
year. Pubs traded exceptionally well, especially over the four key festive
weeks once people had broken up from work. Thirty-two weekly food and drink
sales records were broken across the Group during the festive period.
Our new Board has injected fresh energy and pace into our recovery post the
Revolution Bars Limited Restructuring Plan and brings a wealth of relevant
industry experience from many different avenues, with fresh ideas and
thinking.
We are encouraged by Peach Pub's continued strong performance, with the brand
now making up around one third of our estate. We continue to see a
strengthening like-for-like performance over FY25 which gives us great comfort
in the opportunity for expansion, with the pubs placed in an attractive
marketplace and a more affluent guest base. Founders & Co. has also
performed exceptionally well, continuing to go from strength to strength, and
this star performer is poised for expansion as soon as possible.
The bar brands sit in what continues to be a very challenged marketplace, with
the industry-wide bars market seeing average monthly like-for-like sales
declining by more than 5% across July to November 2024. We have also been
surprised by the number of new openings in the bars market, with a 17%
increase in the number of new cocktail bars and a 25% increase in the number
of competitive socialising/themed bars across calendar year 2024, which
amounts to approximately 200 new bars in the marketplace (per the recent CGA
Night Time Economy Market Monitor report). A number of these new openings have
impacted our existing locations.
Within Revolution, we have completed several guest-facing trials in FY25 H1,
building towards a brand relaunch in the Spring of 2025. Music is playing an
increasingly important role in this brand, as guests increasingly seek out
experience-led entertainment. We are getting back to our roots as the original
party bar, which will very much be an important part of 2025 for the brand.
Revolución de Cuba still sees a strong, distinctive guest proposition that
resonates well with its guest base. We are focused on increasing levels of
live content within these bars to drive footfall.
The Restructuring Plan (the "Plan"), launched in April 2024, continued well
into FY25 and formally completed with the sanction in August 2024 and
Fundraising proceeds received in September 2024. This was much later than
originally anticipated, and coupled with the unsettling Formal Sale Process
meant a continued highly disruptive environment for our teams, and
Management's focus being distracted for longer. We are delighted to have
finally concluded the Plan, however because of the delays our immediate focus
post-Plan was the key festive trading period, with the recovery plan therefore
running several months behind our initial expectations.
Central and in-bar cost bases have been overhauled, with further cost
reductions made in the Support Centre to deliver a leaner business that is
able to endure the Government-imposed costs due in April 2025. We continue to
monitor and mitigate these legislative challenges through cost reductions
where possible. Coupled with the successful trial of a range of initiatives
within the bars, we are excited for the revitalising of the Revolution brand
in Spring 2025.
We are thrilled to say that our Peach Pubs are outperforming the market. With
the increased focus on high quality food seen in the pubs, 26.1% of Group
revenue is now coming from food, with significantly more of our revenue being
achieved before 11pm.
Group strategic priorities
We continue to focus on our five key strategic priorities, which we believe
are key to driving performance and navigating the ongoing challenging
environment. Below is some of our progress and upcoming priorities:
· Maximising Revenue & Profit:
o Increased focus on driving pre-booked revenue, such as Corporate bookings
and parties, has delivered 4.6% growth in FY25 H1;
o The Group delivered a robust festive trading period, with record levels of
pre-booked revenue seen in our bar brands, and Peach Pubs particularly seeing
very strong performance;
o Food sales growth has been achieved through the strong performance of
Peach Pubs and their high-quality food offering, with the pubs seeing an
exceptional January bounce-back with a further strong food led promotional
campaign planned for Spring. The pubs' breakfast offering is also being
relaunched in Spring 2025; and
o The Revolution Revival, with music led campaigns, is being launched to
re-establish Revolution as the best party bar on the planet. We're getting
back to our roots of being the original party starters since 1996, leaning in
on our heritage and the nostalgia of the 90s.
· Guest Experience:
o A real focus on drinks quality in both bar brands in FY25 H2, with a 25%
reduction in the cocktail menu to ensure our teams can deliver high-energy
service and consistently brilliant cocktails;
o Revolución de Cuba showcasing refreshed live content in all bars to drive
guest engagement, and ensure we are fighting back against competitor openings;
o Revolution will create nightly reasons to visit, used to build our
community through the curation of unmissable events delivered through local
and national collaborations; and
o The trials successfully completed in late 2024 will also flow into
Revolution, with a complete brand refresh in Spring 2025, with new food and
drink menus, new branding, and a focus on getting the party started.
· Cost Control:
o The Support Centre payroll costs have been restructured post-Plan,
reflecting a leaner business. These payroll costs have seen a 18.7% reduction
since last year;
o All central department budgets have been rightsized for the new estate
portfolio size;
o A reduction in energy consumption across our bars of 35% on the 2017
baseline has helped mitigate periods of heightened utilities costs; and
o A new labour management system has been implemented across the Peach Pubs
business to support careful payroll management.
· Diversification of Sales:
o Partnership with "The Jockey Club" strengthened; we will be back at
Aintree and bigger than ever! The Revolution bar returns from last year, but
we are pleased that Peach Pubs will also be appearing at the Grand National
meet with its brilliant guest offering; and
o Third party agency sales are up by 27.2%, driven by Virgin Experience,
Buyagift, Activity Superstore, and Red Letter Days].
· Brand Awareness and ESG including Sustainability and EVP:
o We were incredibly proud to have improved our Carbon Disclosure Project
score from a B to an A- this year, moving the Group into the leadership band.
Our score is now higher than the Europe regional average, and higher than the
Bars, Hotels & Restaurants sector average;
o Advancements in the development of our people through the launch of our
newly designed Trainee Assistant Manager Programme, facilitating growth for
our people as they move into their first management roles, as well as
launching the Cuban Immersion, giving all new starters a taste of Cuba when
joining the Group;
o Achieved 62% Engagement score with 85% Participation in our October 2024
Quality of Life survey, seeing only a very small decrease in engagement
despite challenges within the business; and
o Launched new employee benefits programme, Hospitality Rewards, to the
entire Group at the start of FY25.
Our People
The upcoming Government-imposed Budget increases to National Minimum Wage and
National Insurance are significant for all Hospitality business and create a
real challenge for the Group to mitigate. Whilst the regressive National
Insurance hike benefits only the Government, the National Minimum Wage
increase will, at least, help support our predominantly young teams. It is
these young, vibrant colleagues in our bars who have shown such resilience and
dedication in supporting the turnaround of the business.
Whilst the bars have been so heavily impacted by the Restructuring Plan and
site rationalisation, there was also a need to reduce the Support Centre size
to reflect this new, smaller Group of bars and pubs. Since the same time last
year, we have reduced the Support Centre payroll costs by 18.7% and seen a
reduction in headcount of 16.8%.
We were pleased to have 85% participation in our Quality of Life
questionnaire, seeing only a very small decrease in engagement despite the
challenges within the business.
Market outlook
Conditions remain challenging, however the upcoming 16.3% increase in wages to
18-20-year-olds could be a net benefit to our Revolution brand as millions of
young people will have more disposable income.
The National Insurance threshold movement was completely unexpected and is a
regressive move that impacts the lowest paid the most. This absolutely goes
against what a Labour Government should stand for, and it is unimaginable that
they couldn't see that prior to announcing it.
Hospitality can be a powerhouse for economic growth in the UK when allowed to
do what it does best. However, it is currently overtaxed with 38p in every
pound spent in a bar or pub ending up back with the Treasury through some form
of tax or duty. We need the Government to create the right conditions through
business rates reform and removing VAT on food purchased in a hospitality
setting, just as there is no VAT on food in supermarkets.
Current Trading and Outlook
Whilst FY25 H1 was impacted by the elongated Restructuring Plan process, we
were pleased to see a positive trading period over Christmas. The consumer
remains under pressure with the ongoing cost-of-living crisis, and consumer
confidence in an extremely weak position. The Government is not helping with
its regressive tax hikes on the lowest paid in the form of National Insurance
increases.
There is a huge opportunity for our bars business over the next 12 months, as
we build back from the disruption of 2024, with plenty of exciting initiatives
launching.
Our pubs business now makes up around a third of our estate, and we are very
pleased to see the pubs thriving. They continue to deliver great success, and
we look forward to expanding Peach Pubs as soon as possible.
The Board remains confident in achieving trading performance in line with
expectations set in January 2025.
Rob Pitcher
Chief Executive Officer
3 March 2025
Financial Review
Introduction
· The "H1 FY25" accounting period represents trading for the 26 weeks to 28
December 2024 ("the period"). The comparative period "H1 FY24" represents
trading for the 26 weeks to 30 December 2023 ("the prior period");
· The Group continues to offer comparative Alternative Performance
Measures(3) ("APM") of the numbers converted to IAS 17 following the
implementation of IFRS 16 in FY20. APM(3) for the current period are given
equal prominence in this review because, in the opinion of the Directors,
these provide a better guide to the underlying performance of the business;
· The results information therefore gives FY25 H1 IFRS 16 statutory numbers,
followed by APM(3) under IAS 17. A reconciliation between statutory and APM(3)
figures is provided in note 18.
H1 FY25 H1 FY24 H1 FY25 H1 FY24
(IAS 17)
(IFRS 16) (IFRS 16)
(IAS 17)
£m
£m £m £m
Total Sales 64.2 82.3 64.2 82.3
Operating Profit 30.5 7.2 (4.9) (0.7)
Adjusted(1) EBITDA 6.1 8.9 3.1 3.2
Profit/(Loss) Before Tax 30.1 3.1 (3.0) (2.1)
Non-cash Exceptionals 30.8 4.0 (3.4) (0.8)
Cash Exceptionals (2.4) (0.1) (2.4) (0.1)
Exceptional finance income 3.1 - 3.1 -
Net Bank Debt (14.7) (20.0) (14.7) (20.0)
Results
Total sales for the Group declined from £82.3 million to £64.2 million,
primarily due to a reduced estate following the Restructuring Plan, and to a
lesser extent due to the impact of consumer confidence from the nighttime bars
market, and the distractions caused by the delayed timetable to the
Restructuring Plan. APM³ adjusted¹ EBITDA remains in line with the previous
year as a result of lower sales offset by reduced operating costs, including
rent and rates due to the exit of leases, and payroll costs from restructured
teams.
The underlying result, as measured by our preferred APM(3) adjusted(1) EBITDA,
was £0.1 million lower than the equivalent prior year period, at a profit of
£3.1 million (FY24 H1: profit of £3.2 million). This is our preferred metric
as it is a proxy for the underlying cash available, in a normal trading
period, for investment, loan servicing and repayment, and for distributing to
shareholders in the form of dividends.
Gross profit in the half year was £48.9 million (FY24 H1: £63.0 million)
which amounted to a gross margin of 76.1% comparable to 76.5% in the
equivalent prior period. Margin remains consistent with the previous year,
with a small reduction showing the impact of increased brand mix from Peach
Pubs, which attract a lower margin due to high-quality food participation.
Underlying profitability
The Board's preferred profit measures are APM3 adjusted1 EBITDA and APM3
adjusted1 pre-tax profit/(loss) as shown in the tables below. The APM3
adjusted1 measures exclude exceptional items, bar opening costs and charges
arising from long-term incentive plans ("LTIPs").
26 weeks ended 26 weeks ended 52 weeks ended 26 weeks ended 26 weeks ended 52 weeks ended
28 December 30 December 29 28 December 2024 30 December 2023 29
2024
2023
June
June
2024 APM(3) APM(3)
2024
IAS 17 IAS 17
IFRS 16 IFRS 16
£m
£m APM(3)
£m
£m IFRS 16
£m IAS 17
£m
Pre-tax profit/(loss) 30.1 3.1 (36.7) (3.0) (2.1) (22.5)
(Deduct)/add back Exceptional items (28.4) (3.9) 31.1 5.7 0.9 16.9
Add back (credit)/charge arising from LTIPs (0.0) 0.1 (0.1) (0.0) 0.1 (0.1)
Deduct Exceptional finance income (3.1) - - (3.1) - -
Adjusted(1) pre-tax (loss)/profit (1.5) (0.7) (5.7) (0.4) (1.2) (5.7)
Add back Depreciation 4.0 5.6 10.7 2.3 3.0 5.9
Add back Amortisation 0.0 0.0 0.0 0.0 0.0 0.0
Add back Finance costs 3.6 4.1 8.4 1.2 1.4 2.8
Adjusted(1) EBITDA 6.1 8.9 13.4 3.1 3.2 3.0
Exceptional items and accounting for long-term incentive plans
Exceptional items, by virtue of their size, incidence or nature, are disclosed
separately in order to allow a better understanding of the underlying trading
performance of the Group. Exceptional expenses for the half-year were credit
of £28.4 million (FY24 H1: credit of £3.9 million). This predominantly
related to exceptional gain on disposals as a result of exited leases, some
lease modifications arising on regeared leases, offset by some exceptional
costs associated with exiting the sites in both the current and prior
reporting periods.
The £4.0 million (FY24 H1: £nil) write-off of debt under the amended
facility gave rise to an exceptional finance income credit offset by the
equity instrument of warrants, resulting in a £3.1 million exceptional
finance income. Please see note 15 for further details of the warrants.
Credit/charge relating to long-term incentive schemes
A credit of £0.0 million (FY24 H1: charge of £0.1 million) on long-term
incentive schemes arose as a result of the restricted share award schemes,
with the prior year charge arising as a result of the restricted share award
schemes.
Finance costs
Finance costs of £3.6 million (FY24 H1: £4.1 million) are made up of £1.1
million of bank interest paid on borrowings (FY24 H1: £1.3 million) and £2.5
million of lease interest (FY24 H1: £2.8 million).
Liquidity
At the start of FY25 the Group held a £30.0 million Revolving Credit Facility
"RCF", expiring October 2025. Interest is charged on the utilised RCF at a
margin determined by leveraging plus SONIA, with unutilised RCF values having
interest charged at 40% of margin.
In August 2024, the facility was refinanced, through which a number of new
amendments were agreed. Accordingly, the Group now holds a £26.0 million
Revolving Credit Facility ("RCF") of which £1.1 million is separately held as
an energy guarantee.
In accordance with the updated amendments, the Group will therefore have
committed funding facilities available during the going concern assessment
period as shown in the table below:
Energy Guarantee RCF Total Facility
£m £m
£m
31 December 2024 1.1 24.9 26.0
30 June 2025 1.1 24.9 26.0
31 December 2025 1.1 24.9 26.0
30 June 2026 1.1 24.9 26.0
Taxation
There is no tax payable in respect of the current period due to
brought-forward losses, allowances available, and the specific nature of
certain transactions within the year (FY24 H1: same).
Earnings/loss per share
Basic earnings per share for the period was 2.9 pence (FY24 H1: earnings of
1.3 pence). Adjusting for exceptional items, non-recurring opening costs and
charges arising from long-term incentive plans resulted in an adjusted1 basic
loss per share for the period of (0.8) pence (FY24 H1: loss of (0.6) pence).
Operating cash flow and net bank debt
The Group generated net cash outflow from operating activities in the period
of £(0.7) million (FY24 H1: generated cash inflow £10.1 million), whilst
capital expenditure payments of £0.8 million, bank loan interest £0.1
million, loan repayments of £5.0 million and lease rental payments of £4.2
million, offset with the net proceeds from the equity fundraising of £11.6
million, contributed to a net cash inflow in the period of £0.6 million,
decreasing net bank debt of £(24.4) million as at 29 June 2024 to a net bank
debt closing position of £(14.7) million as at 28 December 2024 following a
repayment of £5.0 million of borrowings and a £4.0 million debt write off in
August 2024.
Dividend
As notified previously, the Board has suspended payments of dividends. A
condition of the new RCF facility is that the Company is unable to pay a
dividend until July 2027 and then only with consent. There was no dividend
paid or declared in either the current or prior period.
Going concern
In consideration of the 12 month going concern assessment period, the
Directors have adopted the going concern basis in preparing these financial
statements after careful assessment of identified principal risks and, in
particular, the possible adverse impact on financial performance, specifically
on revenue and cash flows, as a result of the continued cost-of-living
pressures and economic effects including the impact on consumer confidence.
Following a period of softer trading, which we saw directly impact and reduce
headroom on the Group's facilities, the Board announced in April 2024 a
Restructuring Plan (the "Plan") for Revolution Bars Limited which was
sanctioned in August 2024. In order to fund the Plan, as well as provide
additional working capital for the Group, a Fundraising also took place; gross
proceeds of £12.5 million were achieved, with net proceeds remitted in
September 2024.
The timeline of the Plan was delayed, originally expected to have completed
within FY24. Accordingly, the distraction of the Plan on management and bar
teams, as well as consumer confidence, led to softer sales seen particularly
in the bar brands at the start of FY25. Continued impacts from the economy and
Government decisions has then led to a slower than anticipated recovery across
both bar brands through FY25 to date, and across the festive trading period.
A material uncertainty exists due to the continued slower recovery seen across
both bar brands, which in turn impacts cashflow, and the risk that this
deteriorates below the downside forecast case. Management are actively focused
on sales and profitable growth within the bars, together with cost control,
and remain confident of the continued strong performance seen in the pubs.
Accordingly, the financial statements continue to be prepared on the going
concern basis. However, the circumstances noted above indicate the existence
of a material uncertainty which may cast significant doubt over the ability of
the Group to continue as a going concern. The financial statements do not
contain the adjustments that would arise if the Group were unable to continue
as a going concern.
Responsibility statement of the directors in respect of the half-yearly
financial report
We confirm that to the best of our knowledge:
· the condensed consolidated interim financial statements have been
prepared in accordance with IAS 34 Interim Financial Reporting, and
· the interim management report includes a fair review of the
information required by:
a) DTR 4.2.7R of the Disclosure Guidance and Transparency Rules, being
an indication of important events that have occurred during the first 26 weeks
of the financial year and their impact on the condensed set of financial
statements; and a description of the principal risks and uncertainties for the
remaining 26 weeks of the year; and
b) DTR 4.2.8R of the Disclosure Guidance and Transparency Rules, being
related party transactions that have taken place in the first 26 weeks of the
current financial year and that have materially affected the financial
position or performance of the entity during that period; and any changes in
the related party transactions described in the last annual report that could
do so.
Danielle Davies
Chief Financial Officer
3 March 2025
(1) Adjusted performance measures exclude exceptional items and share-based
payment charges and bar opening costs
(2) Like-for-like ("LFL") sales are same site sales defined as sales at only
those venues that traded in the same week in both the current and prior year
(3) APM refers to Alternative Performance Measure being measures reported on
an IAS 17 basis
The Revel Collective plc
Condensed Consolidated Statement of Comprehensive Income
for the 26 weeks ended 28 December 2024
Note Unaudited Unaudited Audited
26 weeks ended
26 weeks ended
28 December
30 December 52 weeks ended
2024 2023 29 June
2024
£'000 £'000
£'000
Revenue 4 64,185 82,300 149,544
Cost of sales (15,316) (19,331) (35,600)
Gross profit 48,869 62,969 113,944
Operating expenses:
- operating expenses, excluding exceptional items (46,719) (59,701) (111,194)
- exceptional items 5 28,392 3,898 (31,119)
Total operating expenses (18,327) (55,803) (142,313)
Operating profit/(loss) 30,542 7,166 (28,369)
Finance expense 6 (3,590) (4,088) (8,368)
Finance income, excluding exceptional items 5 - 14
Exceptional finance income 6 3,139 - -
Profit/(Loss) before taxation 30,096 3,078 (36,723)
Income tax 7 - - -
Profit/(Loss) and total comprehensive income for the period 30,096 3,078 (36,723)
Earnings/(Loss) per share:
- basic (pence) 8 2.9 1.3 (16.0)
- diluted (pence) 8 2.5 1.3 (16.0)
Dividend declared per share (pence) - - -
The Revel Collective plc
Condensed Consolidated Statement of Financial Position
at 28 December 2024
Note Unaudited Unaudited Audited
26 weeks 26 weeks 52 weeks
ended ended ended
28 December 30 December 29 June
2024 2023 2024
£'000 £'000 £'000
Assets
Non-current assets
Property, plant and equipment 9 20,532 34,117 22,501
Right-of-use assets 9 37,576 65,708 43,423
Intangible assets 31 31 27
Goodwill 8,471 17,419 8,471
Other non-current assets 10 709 646 709
67,319 117,921 75,131
Current assets
Inventories 3,066 4,318 3,007
Trade and other receivables 10 5,245 6,717 8,686
Tax receivable - 38 -
Cash and cash equivalents 5,183 3,980 4,535
13,494 15,053 16,228
Total assets 80,813 132,974 91,359
Liabilities
Current liabilities
Trade and other payables 11 (24,671) (29,995) (30,969)
Lease liabilities 12 (3,891) (6,955) (6,883)
Provisions 13 (882) (871) (882)
Tax payable - - -
(29,444) (37,821) (38,734)
Net current liabilities (15,950) (22,768) (22,506)
Non-current liabilities
Lease liabilities 12 (69,594) (111,495) (103,902)
Interest-bearing loans and borrowings 14 (19,900) (24,000) (28,900)
Provisions 13 (1,517) (1,875) (1,953)
(91,011) (137,370) (134,755)
Total liabilities (120,455) (175,191) (173,489)
Net liabilities (39,642) (42,217) (82,130)
Equity attributable to equity holders of the parent
Share capital 1,502 230 230
Share premium 44,091 33,794 33,794
Merger reserve 11,645 11,645 11,645
Warrants reserve 861 - -
Accumulated losses (97,741) (87,886) (127,799)
Total equity (39,642) (42,217) (82,130)
The Revel Collective plc
Condensed Consolidated Statement of Changes in Equity
for the 26 weeks ended 28 December 2024
Reserves
Share Share Merger Warrants Accumulated losses Total
capital premium reserve reserve £'000 equity
£'000 £'000 £'000 £'000 £'000
At 1 July 2023 230 33,794 11,645 - (91,041) (45,372)
Loss and total comprehensive expense for the period - - - - (36,723) (36,723)
Acquisition consolidation adjustment* - - - - 85 85
Credit arising from long-term incentive plans - - - - (120) (120)
At 29 June 2024 230 33,794 11,645 - (127,799) (82,130)
Profit and total comprehensive income for the period - - - - 30,096 30,096
Credit arising from long-term incentive plans - - - - (38) (38)
Issue of warrants over Company's shares - - - 861 - 861
Fundraising 1,272 10,297 - - - 11,569
At 28 December 2024 1,502 44,091 11,645 861 (97,741) (39,642)
* The acquisition consolidation adjustment relates to the timing difference
relating to certain accounting adjustments from the consolidation of The Peach
Pub Company (Holdings) Limited and its subsidiaries in the prior year for a
period of only seven months.
The Revel Collective plc
Condensed Consolidated Statement of Cash Flow
at 28 December 2024
Note Unaudited Unaudited
26 weeks 26 weeks Audited
ended ended 52 weeks ended
28 December 30 December 29 June
2024 2023 2024
£'000 £'000 £'000
Cash flow from operating activities
Profit/(Loss) after tax from operations 30,096 3,078 (36,723)
Adjustments for:
Finance expense 6 3,590 4,088 8,368
Finance income (5) - (14)
Exceptional finance income 6 (3,139) - -
Depreciation of property, plant and equipment 9 2,413 3,207 6,122
Depreciation of right-of-use assets 9 1,533 2,349 4,613
Impairment of property, plant and equipment 9 - - 9,002
Impairment of right-of-use assets 9 - - 16,705
Impairment of goodwill - - 9,159
Lease modification 5 (3,499) (287) (816)
Gain on disposal 5 (27,268) (3,867) (5,638)
Other non-cash exceptionals - - (210)
Amortisation of intangibles 2 2 4
(Credit)/charge arising from long-term incentive plans (38) 77 (120)
Operating cash flows before movement in working capital 3,685 8,647 10,452
(Increase)/decrease in inventories (59) (913) 398
Decrease in trade and other receivables 3,441 4,182 1,946
Decrease in trade and other payables (7,368) (1,823) (1,314)
Decrease in provisions (436) - (3)
Tax received - - 122
Net cash flow generated from operating activities (737) 10,093 11,601
Cash flow from investing activities
Cost of acquisition of subsidiaries, net of cash acquired - - (500)
Purchase of intangible assets (5) - (1)
Purchase of property, plant and equipment 9 (823) (1,163) (2,318)
Net cash flow used in investing activities (828) (1,163) (2,819)
Cash flow from financing activities
Net proceeds from equity fundraising 11,569 - -
Interest paid (61) (1,302) (1,386)
Interest received 6 5 - -
Net lease surrender premiums (paid)/received 5 (83) - 1,099
Principal element of lease payments 12 (2,499) (2,789) (5,465)
Interest element of lease payments 12 (1,718) (3,226) (5,762)
Repayment of borrowings 14 (5,000) (6,800) (6,800)
Drawdown of borrowings 14 - 5,800 10,700
Net cash flow used in financing activities 2,213 (8,317) (7,614)
Net increase in cash and cash equivalents 648 613 1,168
Opening cash and cash equivalents 4,535 3,367 3,367
Closing cash and cash equivalents 5,183 3,980 4,535
Reconciliation of net bank debt
Net increase in cash and cash equivalents 648 613 1,168
Cash inflow from increase in borrowings - (5,800) (10,700)
Cash outflow from repayment of borrowings 5,000 6,800 6,800
Debt forgiveness 4,000 - -
Opening net bank debt (24,365) (21,633) (21,633)
Closing net bank debt (14,717) (20,020) (24,365)
Notes to the Half-yearly Financial Report
1. General information and basis of preparation
(a) General Information
The Revel Collective plc (the "Company") is a company incorporated in the
United Kingdom and registered in England and Wales. Its Registered Office is
at 21 Old Street, Ashton-under-Lyne, OL6 6LA, United Kingdom. The Company's
shares were admitted to trading on the AIM market of the London Stock Exchange
on 27 July 2020.
The Revel Collective plc (formerly Revolution Bars Group plc) changed its name
in FY25 H1 in recognition of the diverse offering of brands within the Group.
The Board of Directors has also seen significant change in FY25 H1, with
changes across all Non-Executive roles. The new Non-Executives bring a wealth
of industry experience and new thinking. The Group has also changed auditors
from PricewaterhouseCoopers LLP to Forvis Mazars for FY25.
This half-yearly Financial Report is an interim management report as required
by DTR 4.2.3 of the Disclosure Guidance and Transparency Rules of the UK
Financial Conduct Authority (the 'FCA').
These condensed consolidated interim financial statements as at and for the 26
weeks ended 28 December 2024 comprises the Company and its subsidiaries
(together referred to as the "Group").
(b) Basis of preparation
The annual financial statements of the Group are prepared in accordance with
UK-adopted International Accounting Standards ("IAS") and with the
requirements of the Companies Act 2006 applicable to companies reporting under
those standards, and they apply to the half-yearly Financial Report for the 26
weeks ended 28 December 2024 (prior period 26 weeks ended 30 December 2023).
The condensed consolidated interim financial statements of the Group for the
26 weeks ended 28 December 2024 have been prepared in accordance with IAS 34
Interim Financial Reporting. The condensed consolidated interim financial
statements do not include all the information and disclosures required in the
annual financial statements and should be read in conjunction with the Group's
financial statements for the 52 weeks ended 29 June 2024.
As required by the Disclosure Guidance and Transparency Rules of the FCA, the
condensed set of financial statements has been prepared applying the
accounting policies and presentation that were applied in the preparation of
the company's published consolidated financial statements for the 52 weeks
ended 29 June 2024.
The comparative figures for the 52 weeks ended 29 June 2024 are extracted from
the Company's statutory accounts for that period. Those accounts have been
reported on by the Company's auditor, filed with the Registrar of Companies
and are available on request from the Company's Registered Office or to
download from www.therevelcollective.com (http://www.therevelcollective.com) .
The auditor's report on those accounts was unqualified, did include a
reference to any matters to which the auditor drew attention by way of
emphasis without qualifying their report, did include a reference to a
material uncertainty relating to going concern, and did not contain any
statement under sections 498 (2) or (3) of the Companies Act 2006.
New and amended standards adopted by the Group
A number of new or amended standards became applicable for the current
reporting period. The Group did not have to change its accounting policies or
make retrospective adjustments as a result of adopting these standards.
(c) Going concern
In consideration of the 12 month going concern assessment period, the
Directors have adopted the going concern basis in preparing these financial
statements after careful assessment of identified principal risks and, in
particular, the possible adverse impact on financial performance, specifically
on revenue and cash flows, as a result of the continued cost-of-living
pressures and economic effects including the impact on consumer confidence.
Following a period of softer trading, which we saw directly impact and reduce
headroom on the Group's facilities, the Board announced in April 2024 a
Restructuring Plan (the "Plan") for Revolution Bars Limited which was
sanctioned in August 2024. In order to fund the Plan, as well as provide
additional working capital for the Group, a Fundraising also took place; gross
proceeds of £12.5 million were achieved, with net proceeds remitted in
September 2024.
The timeline of the Plan was delayed, originally expected to have completed
within FY24. Accordingly, the distraction of the Plan on management and bar
teams, as well as consumer confidence, led to softer sales seen particularly
in the bar brands at the start of FY25. Continued impacts from the economy and
Government decisions has then led to a slower than anticipated recovery across
both bar brands through FY25 to date, and across the festive trading period.
A material uncertainty exists due to the continued slower recovery seen across
both bar brands, which in turn impacts cashflow, and the risk that this
deteriorates below the downside forecast case. Management are actively focused
on sales and profitable growth within the bars, together with cost control,
and remain confident of the continued strong performance seen in the pubs.
Accordingly, the financial statements continue to be prepared on the going
concern basis. However, the circumstances noted above indicate the existence
of a material uncertainty which may cast significant doubt over the ability of
the Group to continue as a going concern. The financial statements do not
contain the adjustments that would arise if the Group were unable to continue
as a going concern.
2. Significant accounting policies
The accounting policies adopted in the preparation of the interim condensed
consolidated financial statements are consistent with those followed in the
preparation of the Group's annual financial statements for the 52 weeks ended
29 June 2024. These accounting policies are all expected to be applied for the
52 weeks to 28 June 2025.
Leases
Where the Company is a lessee, a right-of-use asset and lease liability are
both recognised at the outset of the lease. Each lease liability is initially
measured at the present value of the remaining lease payment obligations
taking account of the likelihood of lease extension or break options being
exercised. Each lease liability is subsequently adjusted to reflect imputed
interest, payments made to the lessor and any modifications to the lease. The
right-of-use asset is initially measured at cost, which comprises the amount
of the lease liability, plus lease payments made at or before the commencement
date adjusted by the amount of any prepaid or accrued lease payments, less any
incentives received to enter into the lease, plus any initial direct costs
incurred by the Group to execute the lease, and less any onerous lease
provision. The right-of-use asset is depreciated in accordance with the
Group's accounting policy on property, plant and equipment. The amount charged
to the income statement comprises the depreciation of the right-of-use asset
and the imputed interest on the lease liability.
When a lease is disposed of, the corresponding remaining lease liability is
removed. If sufficient right-of-use asset remains, the corresponding credit
will be taken there to appropriately remove any remaining asset also. Where
the right-of-use asset has already been written down, either partially or in
full, the remaining balance is taken as a credit to the P&L as an
exceptional gain on disposal. This is in line with the same treatment taken on
lease modifications and regears.
Financial Instruments
Financial assets are classified and measured at fair value through profit or
loss (FVTPL). Impairment losses on financial assets measured at amortized
cost. Financial liabilities are classified as financial liabilities at FVTPL.
Financial liabilities held for trading or designated as at FVTPL on initial
recognition are measured at fair value, with changes recognised in profit or
loss. Equity instruments issued by the Group are recorded at fair value, net
of direct issue costs. These are not subsequently remeasured.
Items impacting Alternative Performance Measures
Exceptional items
Items that are unusual or infrequent in nature and material in size are
disclosed separately in the income statement. The separate reporting of these
items helps provide a more accurate indication of the Group's underlying
business performance, which the Directors believe would otherwise be
distorted. Exceptional items typically include impairments of property, plant
and equipment and right-of-use assets, restructuring costs, and costs
associated with major one-off projects.
Share based payments
Charges relating to share-based payment arrangements, while not treated as an
exceptional item, are adjusted for when arriving at adjusted EBITDA on the
basis that such amounts are non-cash, can be material and often fluctuate
significantly from period to period, dependent on factors unrelated to the
Group's underlying trading performance.
Bar and pub opening costs
Bar and pub opening costs relate to costs incurred in getting new bars and
pubs fully operation and primarily include costs incurred before the opening
and preparing for launch, even if the bars or pubs do not open in the period.
Although not treated as an exceptional item, these are adjusted for when
arriving at adjusted EBITDA on the basis that such amounts are non-cash, can
be material and often fluctuate significantly from period to period, dependent
on factors unrelated to the Group's underlying trading performance.
3. Key Risks
The directors believe that the principal risks and uncertainties faced by the
business are as set out below. Occurrence of any of these risks or a
combination of them may significantly impact the achievement of the Group's
strategic goals;
· Consumer demand and Cost-of-living
· Climate change and Sustainability
· Refurbishment and acquisition of bars
· Supplier concentration and inflationary cost rises
· Funding and Interest rates
· Consumer demand and PR
· Health and safety
· National minimum/living wage
· Other legislative tax changes
· COVID-19
4. Segmental reporting
The Group's continuing operating businesses are organised and managed as
reportable business segments according to the information used by the Group's
Chief Operating Decision Maker ("CODM") in its decision making and reporting
structure.
The Group's internal management reporting is focused predominantly on revenue
and APM IAS 17 adjusted EBITDA, as these are the principal performance
measures and drives the allocation of resources. The CODM receives information
by trading venue, each of which is considered to be an operating segment. All
operating segments have similar characteristics and, in accordance with IFRS
8, are aggregated to form an "Ongoing business" reportable segment. Within the
ongoing business, assets and liabilities cannot be allocated to individual
operating segments and are not used by the CODM for making operating and
resource allocation decisions.
The Group performs all its activities in the United Kingdom. All the Group's
non-current assets are located in the United Kingdom. Revenue is earned from
the sale of drink and food with a small amount of admission and other income.
Unaudited Unaudited Audited
26 weeks 26 weeks 52 weeks
ended ended ended
28 December 30 December 29 June
2024 2023 2024
£'000 £'000 £'000
Revenue 64,185 82,300 149,544
Cost of sales (15,316) (19,331) (35,600)
Gross profit 48,869 62,969 113,944
Operating expenses:
- operating expenses excluding exceptional items (46,719) (59,701) (111,194)
- exceptional items 28,392 3,898 (31,119)
Total operating expenses (18,327) (55,803) (142,313)
Operating profit/(loss) 30,542 7,166 (28,369)
Bar & Pub Revenue relates to food, drink and admission sales from the
Group's bars and pubs. Other Revenue includes photobooth income, as well as
other smaller revenue streams including rental, commission, accommodation and
online revenue.
Unaudited Unaudited Audited
26 weeks 26 weeks 52 weeks
ended ended ended
28 December 30 December 29 June
2024 2023 2024
£'000 £'000 £'000
Bar & Pub Revenue 62,274 80,263 145,515
Other Revenue 1,911 2,037 4,029
Revenue 64,185 82,300 149,544
5. Exceptional items
Exceptional items, by virtue of their size, incidence, or nature, are
disclosed separately in order to allow a better understanding of the
underlying trading performance of the Group. Exceptional (credits)/ charges
comprised the following:
Unaudited Unaudited Audited
26 weeks 26 weeks 52 weeks
ended ended ended
28 December 30 December 29 June
2024 2023 2024
£'000 £'000 £'000
Operating expenses/(credits):
- impairment of right-of-use assets - - 16,705
- impairment of property, plant and equipment - - 9,002
- impairment of goodwill - - 9,159
- lease modification (3,499) (287) (816)
- net gain on disposal (27,268) (3,867) (5,638)
- business restructure 2,375 256 2,707
Total exceptional (credit)/charge (28,392) (3,898) 31,119
A Restructuring Plan (the "Plan") for Revolution Bars Limited was announced in
FY24, resulting in the cessation of liability (and therefore closing and
surrender) of a number of leases, as well as improved lease terms on others. A
Formal Sale Process was also ran at the same time, which did not result in any
transactions and showed that the Plan was the best option for the business. A
£12.5 million equity Fundraise was also ran to fund the Plan and provide
further working capital for the Group, of which the net funds were remitted in
September 2024, following successful sanction of the Plan in August 2024.
To fund the newly restructured business, amendments were also made to the
existing Revolving Credit Facility ("RCF") held with NatWest, including: an
extension of facility to October 2028, write-off of £4.0 million of debt,
change to repayment profile, and covenant support. Warrants were issued to
NatWest for the exchange of Ordinary Shares under certain circumstances (see
note 15).
The business restructure costs incurred in FY25 and FY24 relate to the above
workstreams, including legal and consultancy costs, redundancies, and other
costs associated with the Plan.
No impairment review is conducted at the half-year, but a full impairment
review is conducted across the entire asset base at year-end.
The lease modifications relate to the credit that arises under an IFRS 16
lease modification where a reduction in lease term or value is recognised, but
the asset has already been impaired to a lower value. In those instances, the
corresponding credit is taken as an exceptional credit.
Exceptional gains on disposal were also recognised on the exit of 25 leases
through extinguishing IFRS 16 lease liabilities and is net of any surrender
premiums paid or payable to, or received or receivable from, landlords, other
relevant exit costs, and impairment on the exited leases.
Unaudited Unaudited Audited
26 weeks 26 weeks 52 weeks
ended ended ended
28 December 30 December 29 June
2024 2023 2024
£'000 £'000 £'000
Gross gain on disposal (27,351) (3,703) (4,539)
Surrender premiums paid/(received) in period 60 (250) (1,307)
Related surrender costs paid in period 23 86 208
Net gain on disposal (27,268) (3,867) (5,638)
Unaudited Unaudited
26 weeks 26 weeks Audited
ended ended 52 weeks
28 December 30 December ended
2024 2023 29 June
£'000 £'000 2024
£'000
Interest payable on bank loans and overdrafts 1,130 1,302 2,674
Interest on lease liabilities 2,460 2,786 5,694
Interest payable 3,590 4,088 8,368
6. Finance expense
Unaudited Unaudited
26 weeks 26 weeks Audited
ended ended 52 weeks
28 December 30 December ended
2024 2023 29 June
£'000 £'000 2024
£'000
Exceptional finance income 3,139 - -
Exceptional finance income 3,139 - -
Exceptional finance income arises from the £4.0m extinguishment of gross
borrowings under the Revolving Credit Facility, offset by an equity instrument
representing warrants issued, following an amended facility agreement with
NatWest in FY25 H1, as explained in note 15.
7. Income Tax
The taxation charge for the 26 weeks ended 28 December 2024 has been
calculated by applying an estimated effective tax rate for the 52 weeks ending
28 June 2025. There is no tax payable in respect of the current period due to
brought-forward losses, allowances available, and the specific nature of
certain transactions within the year (FY24 H1: same).
8. Earnings per share
The calculation of loss per ordinary share is based on the results for the
period, as set out below:
Unaudited Unaudited Audited
26 weeks 26 weeks 52 weeks
ended ended ended
28 December 30 December 29 June
2024 2023 2024
£'000
£'000 £'000
Profit/(Loss) for the period (£'000) 30,096 3,078 (36,723)
Weighted average number of shares - basic ('000) 1,052,414 230,049 230,049
Basic earnings/(loss) per Ordinary share (pence) 2.9 1.3 (16.0)
Weighted average number of shares - diluted ('000) 1,207,051 242,717 241,228
Diluted earnings/(loss) per Ordinary share (pence) 2.5 1.3 (16.0)
Diluted shares are calculated making an assumption of outstanding options
expected to be awarded. The associated diluted loss (where applicable) per
Ordinary Share cannot be anti-dilutive and therefore is capped at the same
value as basic loss per Ordinary Share.
Profit for the period was impacted by one-off exceptional costs. A calculation
of adjusted earnings per Ordinary Share is set out below.
Unaudited Unaudited Audited
26 weeks 26 weeks 52 weeks
ended ended ended
28 December 31 December 29 June
2024 2023 2024 £'000
£'000 £'000
Profit/(Loss) on ordinary activities before taxation 30,096 3,078 (36,723)
Exceptional items, share-based payments and bar opening costs 30,999
(28,430) (3,821)
Exceptional finance income (3,139)
Adjusted loss on ordinary activities before taxation (1,473) (743) (5,724)
Taxation on ordinary activities - - -
Taxation on exceptional items and bar opening costs (7,098) (741) 7,780
Adjusted (loss)/profit of ordinary activities after taxation (8,571) (1,484) 2,056
Basic number of shares ('000) 1,052,414 230,049 230,049
Adjusted basic (loss)/earnings per share (pence) (0.8) (0.6) 0.9
Diluted number of shares ('000) 1,207,051 242,717 241,228
Adjusted diluted (loss)/earnings per share (pence) (1.0) (0.6) 0.9
9. Property, plant and equipment and right-of-use assets
Property, plant and equipment Freehold land and buildings Short leasehold premises Fixtures and fittings IT equipment and office furniture Total
£'000 £'000 £'000 £'000 £'000
Cost
At 29 June 2024 226 67,377 33,014 5,723 106,340
Additions - 284 395 144 823
Disposals - (19,277) (6,780) (428) (26,485)
At 28 December 2024 226 48,384 26,629 5,439 80,678
Accumulated depreciation and impairment
At 29 June 2024 - (52,918) (25,892) (5,029) (83,839)
Depreciation charges - (1,155) (1,039) (219) (2,413)
Disposals - 19,047 6,648 411 26,106
At 28 December 2024 - (35,026) (20,283) (4,837) (60,146)
Net book value
At 28 December 2024 226 13,358 6,346 602 20,532
At 29 June 2024 226 14,459 7,122 694 22,501
Right-of-use assets - Group Short leasehold premises
£'000
Cost
At 29 June 2024 120,223
Additions 702
Reassessment/modification of assets previously recognised (3,700)
Disposals (33,736)
At 28 December 2024 83,489
Accumulated depreciation and impairment
At 29 June 2024 (76,800)
Depreciation charges (1,533)
Disposals 32,420
At 28 December 2024 (45,913)
Net book value
At 28 December 2024 37,576
At 29 June 2024 43,423
Depreciation and impairment of property, plant and equipment and right-of-use
assets are recognised in operating expenses in the consolidated statement of
profit or loss and other comprehensive income. No impairment review is
conducted at the half-year, but a full impairment review is conducted across
the entire asset base at year-end.
10. Trade and other receivables
Unaudited Unaudited
26 weeks 26 weeks Audited
ended ended 52 weeks
28 December 30 December ended
2024 2023 29 June
£'000 £'000 2024
£'000
Amounts falling due within one year
Trade and other receivables 1,754 2,219 2,570
Accrued rebate income 701 629 365
Prepayments 2,790 3,869 5,751
Other debtors - - -
5,245 6,717 8,686
There are also £709k of non-current receivables relating to lease deposits
due under lease agreements, predominantly relating to pubs.
11. Trade and other payables
Unaudited Unaudited
26 weeks 26 weeks Audited
ended ended 52 weeks
28 December 30 December ended
2024 2023 29 July
£'000 £'000 2024
£'000
Amounts falling due within one year
Trade payables 11,055 13,424 13,000
Other payables 468 374 389
Accruals and deferred income 9,329 10,553 10,740
Other taxes and social security costs 3,819 5,644 6,840
24,671 29,995 30,969
12. Lease liabilities
Short leasehold properties
£'000
At 29 June 2024 110,785
Additions 702
Reassessment/modification of liabilities previously recognised (3,700)
Surrender of leases (note 5) (29,046)
Gain on extinguishment of lease liabilities (note 5) (3,499)
Lease liability payments (4,217)
Finance costs 2,460
At 28 December 2024 73,485
The reassessment/modification of leases relates to re-gears on existing
leases, where the terms of the lease have been changed such as an extension or
change to rental amount.
The lease liability cash payments in the year comprise interest of £1.7
million and principal of £2.5 million. £3.9 million of the net present value
of lease liabilities are current, and £69.6 million are non-current.
13. Provisions
The dilapidations provision relates to a provision for dilapidations due at
the end of leases. The Group provides for unavoidable costs associated with
lease terminations and expires against all leasehold properties across the
entire estate, built up over the period until exit. Other provisions include
provisions for various COVID-19 related items, which are uncertain of timing
and therefore classified as less than one year. Dilapidations provisions are
expected to be utilised over the next 5-15 years as leases come to an end.
Other provisions Dilapidations Total provisions
provision
£,000 £'000 £'000
At 29 June 2024 882 1,953 2,835
Movement on provision - (351) (351)
Utilisation of provision - (85) (85)
At 28 December 2024 882 1,517 2,399
Unaudited Unaudited
26 weeks 26 weeks Audited
ended ended 52 weeks
28 December 30 December ended
2024 2023 29 June
£'000 £'000 2024
£'000
Current 882 871 882
Non-current 1,517 1,875 1,953
2,399 2,746 2,835
14. Interest-bearing loans and borrowings
Unaudited Unaudited
26 weeks 26 weeks Audited
ended ended 52 weeks
28 December 30 December ended
2024 2023 29 June
£'000 £'000 2024
£'000
Revolving credit facility 19,900 24,000 28,900
19,900 24,000 28,900
As at the date of the consolidated financial position, the Group had a total
revolving credit facility (the "Facility") of £26.0 million expiring in
October 2028, of which £19.9m was drawn down.
The Facility is secured and supported by a fixed equitable charge over the
assets of The Revel Collective plc, Revolución De Cuba Limited, Revolution
Bars Limited, Revolution Bars (Number Two) Limited, Inventive Service Company
Limited, and The Peach Pub Company (Holdings) Limited and its subsidiaries.
15. Amended banking facility
As part of an amended facility agreement completed with NatWest (the "lender")
in August 2024, the Group has issued warrants to the lender. Under the
agreement, the lender has the option to sell these warrants back to the Group,
in exchange for cash, should certain trigger share prices be met. In parallel,
the Company has a contractual obligation to sell the warrants to a specified
Shareholder of the Group, at the same price, ensuring the Company does not
bear economic exposure.
Financial liability and financial asset assessment
Under IFRS 9 (Financial Instruments), the following accounting treatment has
been applied:
· The Group's obligation to repurchase the warrants from the lender
represents a financial liability, as it constitutes a contractual obligation
to deliver cash. This liability has been classified as a financial liability
at fair value through profit or loss (FVTPL), given its nature as a
derivative.
· The Company's obligation to sell the warrants to the Shareholder
represents a financial asset, meeting the definition of a derivative asset at
fair value through profit or loss (FVTPL).
· An assessment was conducted to determine the fair value of both
the financial liability and asset based on Management's assessment. This
valuation is currently immaterial and thus no financial liability or financial
asset has been recognised, but this will be reviewed at least annually, with
any changes giving rise to a material valuation in fair value being recognised
in the consolidated statement of profit or loss.
Equity instrument assessment regarding the warrants
The Warrants Reserve was created in FY25 H1 following the issuance of
warrants, which were classified as an equity instrument under IAS 32 -
Financial Instruments: Presentation. The reserve represents the fair value of
the warrants at the grant date, as determined by appropriate valuation
methodology.
In accordance with IFRS 9 - Financial Instruments and IFRIC 19 - Extinguishing
Financial Liabilities with Equity Instruments, the fair value of the warrants
issued was credited to a newly created Warrants Reserve within equity. The
corresponding debit was recognised in the consolidated statement of profit or
loss within exceptional finance income, resulting in a Gain on Extinguishment
arising as the difference in value between the write-off of £4.0 million of
debt and equity instrument. The reserve will remain within equity unless the
warrants are exercised or expire.
Debt Modification Assessment
Under IFRS 9, a modification of a financial liability, such as the amended
facility, must be assessed to determine whether it constitutes a substantial
modification (requiring derecognition of the old liability and recognition of
a new liability) or a non-substantial modification (requiring a recalculation
of the carrying amount with an adjustment to profit or loss).
The Company assessed the modification in accordance with IFRS 9.3.3.2, which
states that a modification is substantial if the net present value (NPV) of
the revised cash flows including any fees paid net of any fees received,
discounted at the original effective interest rate, differs by 10% or more
from the original liability. Additional qualitative factors were also
considered.
· The NPV test indicated that the modification did not exceed the
10% threshold.
· The changes in terms were not deemed to fundamentally alter the
nature of the liability.
· Therefore, the amendment was classified as a non-substantial
modification, and the original financial liability was not derecognised. The
carrying amount of the loan was not found to be materially different to the
existing valuation and accordingly no difference was recognised in the
consolidated statement of profit or loss.
A Gain on Extinguishment has been recognised within Exceptional Finance Income
which represents the difference between valuation of £4.0 million debt wrote
off as part of the amended facility, and recognition of the Equity valuation
relating to the warrants.
16. Dividends
No dividend in respect of the interim reporting period is being declared. No
interim or final dividend was declared in respect of the 52 weeks ended 29
June 2024.
17. Capital Commitments
There were £nil capital commitments as at 28 December 2024 (at 29 June 2024:
£nil).
18. Alternative Performance Measures - Adjusted EBITDA - Non-IFRS 16 Basis
The Board's preferred profit measures are Alternative Performance Measures
("APM") adjusted EBITDA and APM adjusted pre-tax loss, as shown in the tables
below. The APM adjusted measures exclude exceptional items, bar opening costs
and charges/credits arising from long term incentive plans. Non-GAAP measures
are presented below which encompasses adjusted EBITDA on an IFRS 16 basis:
26 weeks 26 weeks 52 weeks ended
ended 28 December
ended 30 December
29 June
2024 2023
2024
£'000 £'000
£'000
Non-GAAP measures
Revenue 64,185 82,300 149,544
Operating profit 30,542 7,166 (28,369)
Exceptional items (28,392) (3,898) 31,119
(Credit)/charge arising from long-term incentive plans (38) 77 (120)
Adjusted operating profit 2,112 3,345 2,630
Finance expense (3,590) (4,088) (8,368)
Finance income 5 - 14
Adjusted (loss)/profit before tax (1,473) (743) (5,724)
Depreciation 3,946 5,556 10,735
Amortisation 2 2 4
Finance expense 3,590 4,088 8,368
Finance income (5) 4,088 8,368
Adjusted EBITDA 6,060 8,903 (14)
The below table reconciles from the statutory non-GAAP adjusted EBITDA to the
APM formats, which translates to a pre-IFRS 16 basis by inputting the rental
charge and other relevant adjustments.
26 weeks ended 28 December 2024 Reduction Reduction Onerous lease provision interest Rent charge IFRS 16 Exceptionals 26 weeks ended 28 December 2024
in depreciation in
interest
IFRS 16 IAS 17
£'000 £'000 £'000 £'000 £'000 £'000 £'000
Operating profit/(loss) 30,542 1,608 - - (2,947) (34,142) (4,939)
Exceptional items (28,392) - - - - 34,142 5,750
Charge arising from long-term incentive plans (38) - - - - - (38)
Adjusted operating profit 2,112 1,608 - - (2,947) - 773
Finance income 5 - - - - - 5
Finance expense (3,590) - 2,460 (119) - - (1,249)
Adjusted loss before tax (1,473) 1,608 2,460 (119) (2,947) - (471)
Depreciation 3,946 (1,608) - - - - 2,338
Amortisation 2 - - - - - 2
Finance income (5) - - - - - (5)
Finance expense 3,590 - (2,460) 119 - - 1,249
Adjusted EBITDA 6,060 - - - (2,947) - 3,113
52 weeks ended 29 July 2024 Reduction Reduction Onerous lease provision interest Rent charge IFRS 16 Exceptionals 52 weeks ended 29 June 2024
in depreciation in
interest
IFRS 16 IAS 17
£'000 £'000 £'000 £'000 £'000 £'000 £'000
Operating loss (28,369) 4,832 - - (10,365) 14,179 (19,723)
Exceptional items 31,119 - - - - (14,179) 16,940
Credit arising from long-term incentive plans (120) - - - - - (120)
Adjusted operating profit 2,630 4,832 - - (10,365) - (2,903)
Finance income (8,368) - 5,694 (136) - - (2,810)
Finance expense 14 - - - - - 14
Adjusted loss before tax (5,724) 4,832 5,694 (136) (10,365) - (5,699)
Depreciation 10,735 (4,832) - - - - 5,903
Amortisation 4 - - - - - 4
Finance income 8,368 - (5,694) 136 - - 2,810
Finance expense (14) - - - - - (14)
Adjusted EBITDA 13,369 - - - (10,365) - 3,004
The APM profit measures have been prepared using the reported results for the
current period and replacing the accounting entries related to IFRS 16 Leases
with an estimate of the accounting entries that would have arisen when
applying IAS 17 Leases. The effective tax rate has been assumed to be
unaltered by this change.
The APM profit measures see a large reduction in depreciation due to the
non-inclusion of IFRS 16 depreciation on the right-of-use assets, and
similarly non-inclusion of the finance expense of interest on lease
liabilities. The operating profit/loss is impacted by the inclusion of rent
expenditure from the income statement and inclusion of the onerous lease
provision. Exceptionals are significantly impacted by the change in
impairment, and the classification of certain cash exceptionals.
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