REG - Tasty PLC - Preliminary Results <Origin Href="QuoteRef">TAST.L</Origin> - Part 2
30/03/2016 07:06
- Part 2: For the preceding part double click ID:nRSd4637Ta
receivables 2,677 2,142
Less non-current portion (148) (341)
2,529 1,801
Company
Amounts due from subsidiary 16,420 16,403
Total trade and other receivables 16,420 16,403
Classified as non-current 16,420 16,403
During the year the Company issued shares and passed the net proceeds of
£52,000 (2014 - £31,000) to its subsidiary.
18 Trade and other payables
2015 2014
£'000 £'000
Trade payables 3,309 3,422
Taxation and social security 1,475 957
Accruals 2,810 1,803
Other payables 482 354
8,076 6,536
19 Provisions
2015 2014
£'000 £'000
At 28 December 2014 55 65
Utilisation in period (10) (10)
At 27 December 2015 45 55
20 Deferred tax
2015 2014
£'000 £'000
At 28 December 2014 (615) (115)
Profit and loss charge (267) (500)
(882) (615)
Accelerated capital allowances (882) (766)
Tax losses carried forward - 151
At 27 December 2015 (882) (615)
21 Borrowings
2015 2014
£'000 £'000
Current
Secured bank borrowings 750 500
750 500
Non-current
Secured bank borrowings 5,000 250
5,000 250
5,750 750
Maturity of secured bank borrowings
Due within one year 881 518
Due In more than one year but less than two years 530 259
Due In more than two years but less than five years 4,741 -
6,152 777
Future interest payments (402) (27)
5,750 750
Bank borrowings comprise of a term loan of £5,000,000 and an additional
committed facility of £3,000,000 of which £750,000 was drawn down at the
balance sheet date. There were no instances of default, including covenant
terms, in either the current or prior period. The bank loan is secured by a
charge on Group assets and a cross guarantee from the parent and subsidiary
company. The Company's maximum exposure to this loan is shown above.
22 Share capital
Number £'000
Authorised, issued, called up and fully paid:
At 29 December 2013 52,927,101 5,293
Exercise of share options 121,335 12
At 28 December 2014 53,048,436 5,305
Exercise of share options 166,888 17
At 27 December 2015 53,215,324 5,322
23 Reserves
Share capital comprises of the nominal value of the issued shares.
Share premium reserve is the amount subscribed in excess of the nominal value
of shares net of issue costs.
Cumulative gains and losses recognised in the income statement are shown in
the Retained deficit reserves, together with other items taken direct to
equity.
The merger reserve is the difference between the nominal value of shares
issued and the nominal value of shares acquired on merger.
24 Capital commitments
At the balance sheet date the Group and the Company had no capital commitments
which were contracted but not provided for (2014 - £nil). Capital commitments
relate to committed expenditure in respect of restaurants under construction.
25 Operating lease commitments
The total future value of minimum lease payments under non-cancellable
operating leases are shown below. The receipts are from sub-tenants on
contractual sub-leases, the net position represents the cash liability of the
Group.
2015 2014
£'000 £'000
Within one year: payments 4,465 3,016
Within one year: receipts (230) (230)
4,235 2,786
Within two to five years: payments 17,679 12,663
Within two to five years: receipts (920) (920)
16,759 11,743
Over five years: payments 57,161 40,759
Over five years: receipts (3,647) (4,086)
53,514 36,673
74,508 51,202
26 Pensions
The Group, last year, made contributions of £nil to the personal pension plan
of the Directors. The total amount paid during the period was also £nil.
During the year the Group made contributions to employee pensions of £52,000
(2014 - £63,000).
27 Share based payments
Weighted average exercise price Number
(pence) '000
At 29 December 2013 44.2 1,594
Exercised 26.9 (522)
Granted 101.4 2,042
At 28 December 2014 80.6 3,114
Exercised 31.3 (167)
Cancelled 112.0 (20)
Granted 114.0 1,237
At 27 December 2015 92.4 4,164
The exercise price of options outstanding at the end of the period ranged
between 31.5p and 139p (2014 - 18p and 112p) and their weighted average
remaining contractual life was 8 years (2014 - 8 years).
Of the total number of options outstanding at the end of period 2,505,000
(2014 - 1,071,888) had vested and were exercisable at the end of the period.
The market price of the Company's ordinary shares as at 27 December 2015 was
191p and the range during the financial year was from 115p to 200p.
On 30 April 2015 the Company's subsidiary issued 500,000 'A' ordinary shares
of £0.0001 each that carry rights enabling the holder of those 'A' ordinary
shares to exchange such shares for ordinary shares in the Company subject to
the share price of the Company remaining at or above £1.50 for fifteen
consecutive days and satisfying length of service conditions of 1 to 4 years.
'A' ordinary shares convey similar rights to the holder as EMI options with
an exercise price of £1.00 and a contractual life of 10 years. These shares
have been valued as a share based payment with conditional performance options
("ESOP A").
On 30 April 2015 the Company's subsidiary issued 600,000 'B' ordinary shares
of £0.0001 each that carry rights enabling the holder of those 'B' ordinary
shares to exchange such shares for ordinary shares in the Company subject to
the share price of the Company remaining at or above £2.00 for fifteen
consecutive days. 'B' ordinary shares convey similar rights to the holder as
EMI options with an exercise price of £1.20 and a contractual life of 10
years. These shares have been valued as a share based payment with
conditional performance options ("ESOP B").
On 9 April 2015 the Company issued a further 137,000 options in the Company
Share Option Plan ("CSOP"). These options have an exercise price of 139p, a
vesting period of 3 years and a contractual life of 10 years.
In the current period 166,888 (2014 - 121,335) options were exercised. The
weighted average share price at the date of exercise was 31.3p (2014 -
26.9p).
The following information is relevant in the determination of the fair value
of options granted during the period under the equity settled shared based
remuneration schemes operated by the group.
CSOP ESOP A ESOP B
Option pricing model used Binomial Binomial Binomial
Weighted average share price at grant date (pence) 138.5 136.5 136.5
Exercise price 139 100 120
Vesting period 3 years 3-4 years 6 years
Contractual life 10 years 10 years 10 years
Expected volatility 21% 21% 21%
Expected dividend growth rate 0% 0% 0%
Staff turnover 12% 7% 7%
The volatility assumption, measured at the standard deviation of expected
share price returns, is based on a statistical analysis of daily share prices
over the last three periods.
28 Financial instruments
In common with all other businesses, the Group is exposed to risks that arise
from its use of financial instruments. This note describes the Group's
objectives, policies and processes for managing those risks and the methods
used to measure them. Further quantitative information in respect of these
risks is presented throughout these financial statements.
The Group is exposed through its operations to the following financial risks:
· Credit risk
· Interest rate risk
· Liquidity risk
The Group does not have any material exposure to currency risk or other market
price risk.
There have been no substantive changes in the Group's exposure to financial
instrument risks, its objectives, policies and processes for managing those
risks or the methods used to measure them from previous periods unless
otherwise stated in this note.
Principal financial instruments
The principal financial instruments used by the Group, from which financial
instrument risk arises, are as follows:-
· loans and borrowings
· trade receivables
· cash and cash equivalents
· trade and other payables
General objectives, policies and processes
The Board has overall responsibility for the determination of the Group's risk
management objectives and policies.
The overall objective of the Board is to set policies that seek to reduce risk
as far as possible without unduly affecting the Group's competitiveness and
flexibility. Further details regarding these policies are set out below:
Credit risk
Credit risk is the risk of the financial loss to the Group if a customer or a
counterparty to a financial instrument fails to meet its contractual
obligations. The Group is mainly exposed to credit risk from rebates from
suppliers and the risk is considered minimal
Trade and other receivables, which are neither past due nor impaired, are
disclosed in note 17 and represent the maximum credit exposure for the Group.
The Group's principal financial assets are cash and trade receivables. There
is minimal credit risk associated with the Group's cash balances. Cash
balances are all held with recognised financial institutions. Trade
receivables arise in respect of rebates from a major supplier and therefore
they are largely offset by trade payables. As such the net amounts receivable
form an insignificant part of the Group's business model and therefore the
credit risk associated with them is also insignificant to the Group as a
whole.
Liquidity risk
Liquidity risk arises from the Group's management of working capital. It is
the risk that the Group will encounter difficulty in meeting its financial
obligations as they fall due.
The Group's policy is to ensure that it will always have sufficient cash to
allow it to meet its liabilities when they become due.
The Group seeks to manage its financial risk to ensure that sufficient
liquidity is available to meet foreseeable needs both in the short and long
term (note 21). The Board consider detailed cash flow forecasts together with
future obligations from capital projects in progress and the resulting impact
on its cash balances.
Interest rate risk
The Group seeks to minimise interest costs by regularly reviewing cash
balances.
Interest rate risk arises from the Group's use of interest bearing financial
instruments. This is the risk that the future cash flows of the financial
instrument will fluctuate because of changes in the interest rates.
The Group is exposed to cash flow interest rate risk from long term borrowings
at variable rate. The Group does not seek to fix interest rates on these
borrowings because the Board considers the exposure to the interest rate risk
to be acceptable.
Surplus funds are invested in interest bearing, instant access bank accounts.
The Group also holds short term deposit accounts in relation to tenant
deposits received on sublet sites.
Loans and borrowings
The Group has a loan facility with Barclays Bank Plc. Under the terms of the
facility the Group may borrow up to a maximum of £3.0m on flexible loan terms
and £5.0m on a 5 year fixed term. Interest on this facility is charged at
1.7% above LIBOR plus a variable charge for mandatory associated costs of the
lender for all amounts drawn down, with a 0.68% charge on any amounts of the
facility that is not drawn down.
At 27 December 2015 if the Bank of England base rate had been 1% higher /
lower with all other variables held constant this would not have resulted in
any significant variance in the profit or loss or net assets of the Group.
The bank loans are secured by a legal charge over the issued share capital of
the Group companies, a legal charge over all the Group's trading sites, and a
cross guarantee between Group companies.
Capital disclosures
The Group considers its capital to comprise the ordinary share capital, share
premium and retained earnings.
The Group's objective when maintaining capital is to safeguard the entity's
ability to continue as a going concern, so that it can continue to provide
returns for shareholders and benefits for other stakeholders.
The Group manages its capital structure and makes adjustments to it in the
light of strategic plans. In order to maintain or adjust the capital
structure, the Group may adjust the amount of dividends paid to shareholders,
return capital to shareholders or issue new shares.
29 Related party transactions
The Directors are considered to be the key management personnel. Details of
directors remuneration is shown in note 8.
The Group pays rent and associated insurance to a number of companies
considered related parties by virtue of the interests held by the directors in
such companies. The Group also reimburses expenses incurred by such companies
on behalf of the Group. The Group receives income from related parties for
fees in relation to consultancy services offered.
2015 2014
£'000 £'000
Rent and insurance
- Kropifko Properties Limited (371) (371)
- KLP Partnership (336) (184)
- ECH Properties Limited (69) (69)
Expenses reimbursed (6) (4)
Income - 5
Balance due to related parties 4 176
Balance due from related parties - 1
The rent paid to related parties are considered to be a reasonable reflection
of the market rate for the properties.
30 Reconciliation of profit before tax to net cash inflow from operating
activities
2015 2014
£'000 £'000
Group
Profit before tax 3,067 2,552
Finance income (9) (9)
Finance expense 116 83
Share based payment charge 133 104
Depreciation and impairment 1,710 1,310
Amortisation of intangible assets 2 2
Loss on disposal - 61
Onerous lease provision movement (10) (10)
(Increase) / decrease in inventories (761) (240)
(Increase) / decrease in trade and other receivables (535) (411)
Increase / (decrease) in trade and other payables 1,363 1,866
Net cash generated from operations 5,076 5,308
This information is provided by RNS
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