22nd Apr 2015 07:00
PUNCH TAVERNS PLC
("Punch" or "the Group")
Interim Results for the 28 weeks to 7 March 2015
Performance in line with expectations:
· EBITDA* of £105 million (2014: £108 million); reiterated full year underlying EBITDA guidance of between £193 million and £200 million
· Core estate accounted for 90% of outlet EBITDA
· Core estate like-for-like net income growth of 0.5%**
· Disposal programme ahead of target with £57 million of proceeds; full year guidance revised up to £80 million
Capital restructuring successfully completed:
· £0.6 billion reduction in net debt; leverage*** reduced to 7.3 times (August 2014: 9.5 times)
· £1.5 billion of securitised debt, secured against largely freehold pub estate valued during August 2014 at £2.1 billion
Further debt reduction:
· Net debt reduced by £53 million since the 8 October capital restructuring
· On track to meet £200 million deleveraging target over next three years
Outlook:
· On-track to meet full year profit and cash guidance
· Actions have already begun to provide a more flexible business model in light of the anticipated introduction of the Market Rent Only option (MRO) in 2016
· CEO appointed and will join the business in June
Stephen Billingham, Executive Chairman of Punch Taverns plc, commented:
"We have delivered profits for the half year in line with our expectations and are on track to meet full year underlying EBITDA guidance of between £193 million and £200 million.
Group debt has materially reduced following the completion of the capital restructuring on 8 October 2014 and we have delivered strong cash flow generation during the first half. All of our debt is long-term securitised debt with no short-term bank debt and we have a clear path to further debt reduction.
I am delighted that Duncan Garrood will be joining Punch as Chief Executive Officer in June. Duncan is joining an experienced management team and Duncan's retail and franchise background will be of great value to Punch's future development."
22 April 2015
* before non-underlying items
** net income represents revenue less cost of drink sales (gross profit)
*** leverage defined as the ratio of nominal value of net debt to 52 week underlying EBITDA
Enquiries:
Results: Punch Taverns plc | Tel: 01283 501 948 |
Stephen Billingham, Executive Chairman |
|
Steve Dando, Finance Director | |
Media: Brunswick | Tel: 020 7404 5959 |
Jonathan Glass, Mike Smith |
A presentation for equity and debt analysts on the interim results will be held today at 9.00am at The Lincoln Centre, 18 Lincoln's Inn Fields, London, WC2A 3ED.
The interim results presentation will be available on the Punch website www.punchtavernsplc.com from 9.00am. An audio cast of the presentation will also be available.
Forward-looking statements
This report contains certain statements about the future outlook for Punch. Although we believe our expectations are based on reasonable assumptions, any statements about future outlook may be influenced by factors that could cause actual outcomes and results to be materially different.
EXECUTIVE CHAIRMAN'S REVIEW
MARKET POSITIONING
Punch is a leading operator of leased and tenanted pubs in the United Kingdom. As at 7 March 2015, the Punch estate comprised 3,653 pubs located across the UK, 96% of which were held on a freehold or long leasehold basis. In addition, Punch owns 50% of Matthew Clark (Holdings) Limited, the holding company of the Matthew Clark business, a leading drinks wholesaler and distributor.
Punch's core estate represents a higher quality, geographically well-located portfolio of 2,894 pubs at 7 March 2015. The core estate aims to drive sustainable growth by making each pub the best of its type in its marketplace. The focus is on recruiting the best partners, investment to optimise sales, and the provision of field support to our partners.
The focus for the non-core estate (which comprised 759 pubs as at 7 March 2015) is on maximising short-term returns prior to disposal. These pubs are predominantly small, wet led and have a much lower average net income per pub. Given the limited scope for investment, these pubs are more likely to be impacted by the long-term decline in drinking out and as a result are expected in time to generate more value through disposal than retention. All non-core pubs have access to the same operational support infrastructure as our core pubs, to assist in driving operational performance until the decision is made to dispose of them.
BUSINESS REVIEW
We have delivered profits for the interim period in line with our expectations and are on track to meet full year underlying EBITDA guidance of between £193 million and £200 million.
In the 28 weeks ended 7 March 2015, Punch generated EBITDA of £105 million (excluding non-underlying items):
Core | Non-core | Central | Punch | |
Period end pub numbers | 2,894 | 759 | - | 3,653 |
Revenue | £195m | £27m | - | £222m |
Net income | £116m | £15m | - | £131m |
EBITDA | £107m | £12m | £(14)m | £105m |
Core estate:
The core estate accounted for 90% of Punch outlet EBITDA with an average net income per pub of approximately £74,000 p.a. Trading has been in line with our expectations with like-for-like net income growth of 0.5% for the interim period. Like-for-like growth has now been delivered for seven consecutive quarters.
The aim of the core division is to make each pub the best of its type in its marketplace. The focus is on attracting the right partners through flexible agreements, to attractive well-located pubs that have had the appropriate level of investment. We then support those partners with training and dedicated field support, backed up by further specialist support teams and access to the Punch Buying Club.
(i) Recruiting the best partners:
The tenanted and leased pub model offers an attractive low cost method of entry into the pub trade for entrepreneurs and new partner enquiries remain buoyant having experienced a 24% increase in new partner enquiries in the period. We have a dedicated recruitment team who ensure that the best possible partners are recruited from the high level of applications that we receive and are matched to the appropriate pub opportunity.
(ii) Pub investment:
We completed 122 investments in the first half of this year at an average spend of £106,000 per pub, transforming the customer offering in these pubs. The investments we have completed to date are performing well and in line with our expectations.
Total capital investment spend across the Group at £22 million in the interim period is 23% below last year's level and slightly below our target spend reflecting the uncertainty created by the MRO provisions of the Small Business, Enterprise and Employment Act. While we have a strong pipeline of potential investments, new investments with a payback in excess of five years have been put on hold pending finalisation of the Secondary Legislation expected in 2016.
(iii) Partner support and development:
We want to offer the best level of partner support in the sector and have invested heavily in this area in supporting the development of our partners in developing their businesses.
The New Business Development team, a specialist team put in place to support all new partners with their initial investment, the launch of their pub and throughout their first six months of trading, recently won The Best Operations Team 2015 at the Publican Awards 2015.
We ensure that new partners are set up for success with our Foundation Week, a comprehensive training programme which provides all the skills needed to run a successful pub business. During the interim period, 98% of new partners attended the Punch Training Programme. Thereafter partners have access to a variety of workshops and e-learning materials covering areas such as marketing and merchandising, finance and social media. These workshops are also available to existing partners, all of which are free of charge.
Non-core estate:
The non-core estate accounts for around 10% of Punch outlet EBITDA and represents 21% of the Group estate by pub number.
(i) Maximising short-term returns:
While non-core pubs remain in our portfolio, we are committed to driving operating performance and maximising the profits from these outlets. During the interim period, 71 pubs transferred to the core estate following improvement in performance and 65 pubs transferred from the core to non-core estate to focus on maximising short-term returns.
Pubs remaining in the non-core estate are managed under the three categories of (i) protect (344 pubs), (ii) sell-later (205 pubs) and (iii) sell-now (210 pubs), with the pubs in the sell-now category being marketed for sale.
(ii) Maximising value on disposal:
During the year we sold 151 pubs (including 37 pubs from the core estate for £31 million at a disposal multiple of 26 times LTM EBITDA), together with other assets for proceeds of £57 million, £12 million ahead of historic book value and £9 million ahead of the August 2014 property valuation.
The disposal programme to deliver £60 million of proceeds for the full year is ahead of target. Consequently, full year guidance has been revised up to £80 million.
Matthew Clark joint venture
Matthew Clark, our 50% joint venture with Accolade, performed strongly in the period delivering a post-tax contribution to Punch of £3.9 million for the half year (March 2014: £2.7 million). Punch received a dividend of £6.0 million in the period from Matthew Clark.
REGULATORY CHANGES
The Small Business, Enterprise and Employment Act 2015 (the 'Act') which includes the provision of a Statutory Code, independent adjudicator and a Market Rent Only option (MRO), received Royal Assent on 26 March 2015.
After the General Election (7 May 2015) there will be another period of consultation in order for the Government to prepare Secondary Legislation setting out the detail of how the Act will be implemented, including in relation to the anticipated introduction of the Market Rent Only option. It is anticipated that it may be another year before the statutory consultation process is completed and the Secondary Legislation is finalised.
While we will continue to work with Government in finalising the Secondary Legislation, we remain concerned about the unintended consequences of the Act. The Government's own research, conducted by London Economics, forecasts the potential closure of around 1,600 pubs with the loss of thousands of jobs. Also at risk is c.£200 million of sector capital investment per annum in improving pubs to keep them competitive in an ever changing market.
Punch's view is that the proposed legislation is contrary to existing legal contracts and property rights and runs contrary to the OFT's findings when it considered a super-complaint from CAMRA in 2010.
We have already begun to take a number of operational actions to address the potential implications on Punch on implementation of the Act, including:
· Review of new managed and franchised pub operating formats on a select number of sites
· Modernisation of our pub tenancy and lease agreements
· New commercial free-of-tie lease agreement and operating model
· Deferral of some capital investment projects
An update on progress on the above measures will be provided later in the year.
BOARD CHANGES
On 3 March 2015 the Board announced that Duncan Garrood will join Punch as Chief Executive Officer on, or before, 15 June 2015. Duncan has a strong retail and franchise background which will be of great value to Punch's development. The Board also announced that when Duncan joins Punch, Executive Chairman, Stephen Billingham, will revert to the role of Non-executive Chairman.
OUR CORPORATE SOCIAL RESPONSIBILITY
Our CSR strategy seeks to involve employees, and partners in making our business and in turn, their businesses more ethical and environmentally friendly. We are committed to supporting local communities, promoting responsible retailing, protecting the environment and building a high calibre team.
In recognition of the commitment and work undertaken in this area, we recently won the Responsible Retailer of the Year at the Publican Awards 2015.
FINANCIAL REVIEW
Non-underlying items:
A number of non-underlying items, the vast majority of which are non-cash, were recognised during the period, resulting in a net non-underlying profit after tax of £327 million. The principal items are set out below:
· £18 million charge for capital restructuring costs;
· £12 million profit on disposal of properties;
· £9 million charge for write-downs of properties;
· £6 million goodwill charge on the transfer and disposal of core pubs;
· £375 million profit on capital restructuring; and
· £37 million charge for the mark-to-market movement in value of interest rate swaps;
The tax effect of all of these items, together with the resolution of prior year tax matters, gave rise to a tax credit of £9 million.
Net finance costs:
Net underlying finance costs increased by £17 million (32%) resulting from a £30 million profit attributable to junior note purchases in the prior period. There is no corresponding profit in the current period. Excluding junior note purchases, net finance costs have decreased £13 million, driven by the capital restructuring which took place on 8 October 2014 and decreased net debt by £0.6 billion. Following the restructuring, gross securitised debt had an initial effective interest rate of 7.7%.
Taxation:
The underlying taxation charge is based on an estimated full year effective tax rate of 21.1% before post-tax earnings from joint ventures. This compares with the UK corporation taxation rate of 20.6% for the financial year ending August 2015.
The availability of sizeable capital allowance pools amounting to £230 million (generated from our investment programme in community pubs) at the half year is expected to result in no corporation tax payments being due for the current year.
Share capital and earnings per share:
Punch's issued share capital at the start of the year, 24 August 2014, amounted to 665.8 million shares. Punch issued 3,771.2 million new ordinary shares on 8 October 2014 under the terms of the capital restructuring. On 13 October 2014 Punch effected a share consolidation on the basis of 1 consolidated ordinary share for every 20 existing ordinary shares.
Following the share consolidation and as at the interims date, the issued share capital amounted to 221.9 million ordinary shares.
For the purpose of calculating the earnings per share measure, the ordinary shares outstanding during the year (and the prior year) have been adjusted for the share consolidation. The basic weighted average number of shares applied to the earnings per share calculation is 177.6 million for current year (prior year: 33.3 million).
Adjusted basic earnings per share, which excludes the effect of non-underlying items was 14.0 pence per share.
Cash flow:
Cash flow from operating activities amounted to £81 million compared to an EBITDA of £88 million (net of £18 million of non-underlying costs). Due to the timing of the half year date, there is historically a working capital outflow in the first half of the year, with a working capital inflow expected in the second half of the year. After £22 million of capital expenditure and £57 million of disposal proceeds, free cash flow before financing activities amounted to £118 million.
Cash balances ended the period at £122 million, down from £316 million at the August 2014 year end following the repayment of certain borrowings on the completion of the capital restructuring.
Pensions:
Punch maintains a defined contribution scheme which is open to all employees. The Group has one defined benefit scheme (the Pubmaster pension scheme) which is closed to new entrants. Under IAS 19 the net pension liability was £4 million at both 7 March 2015 and 23 August 2014.
Capital structure
On 8 October 2014 the Group announced the successful completion of its capital restructuring. The nominal value of net debt immediately following the restructuring had decreased by £576 million compared to the August 2014 year end (including the mark-to-market on interest rate swaps on exchanged notes).
The Group is financed solely by long-term securitised debt and has no short-term bank borrowings. Proforma net debt on completion of the capital restructuring of £1,508 million is secured against a largely freehold pub estate which was independently valued during August 2014 at £2,133 million (after adjusting for £32 million of pub disposals between August 2014 and completion of the restructuring).
The restructured debt has a materially lower contractual amortisation requirement with scheduled contractual amortisation of just £205 million over the next five years following the refinancing, with no term repayments until 2021.
Net debt has been further reduced following the restructuring on 8 October 2014, and at the interim date, 7 March 2015, the nominal value of net debt amounted to £1,455 million, giving a net debt to LTM EBITDA ratio of 7.3 times. The Group generates significant levels of cash flow and the strong level of cash generation is expected to lead to further debt reduction in the coming years, with £200 million of debt reduction targeted over the three years following the restructuring.
For further information on the capital restructuring, please refer to the Punch Taverns website: www.punchtavernsplc.com
Property valuation:
An independent property valuation of the pub estate was commissioned during August 2014 to support the capital restructuring exercise. We expect to update this valuation with a further valuation of the pub estate ahead of the August 2015 year end and will consider moving to accounting for our properties at a market valuation.
Current trading and outlook:
The second half of 2015 is up against strong comparatives from the favourable weather and the Football World Cup in 2014. We therefore expect this to adversely impact like-for-like comparisons in the second half of the year.
Trading in the first six weeks since the half year date has been in line with our expectations and we are on track to meet full year underlying EBITDA guidance of between £193 million and £200 million.
Over the last few years we have improved the fundamentals of our business and this will allow us to both drive forward the existing business model but also provide the building blocks to respond to the challenge presented by changes in the regulatory environment.
CONSOLIDATED CONDENSED INCOME STATEMENT
for the 28 weeks ended 7 March 2015
28 weeks to 7 March 2015 | 28 weeks to 1 March 2014 | ||||||||||
Underlying items £m | Non- underlying items (note 3) £m | Total £m | Underlying items £m | Non- underlying items (note 3) £m | Total £m | ||||||
Revenue | 221.7 | - | 221.7 | 233.5 | - | 233.5 | |||||
Operating costs before depreciation, amortisation and impairment | (120.2) | (17.5) | (137.7) | (128.0) | (11.4) | (139.4) | |||||
Share of post-tax profit from joint venture | 3.9 | - | 3.9 | 2.7 | - | 2.7 | |||||
EBITDA1 | 105.4 | (17.5) | 87.9 | 108.2 | (11.4) | 96.8 | |||||
Depreciation and amortisation | (6.0) | - | (6.0) | (6.1) | - | (6.1) | |||||
Profit on sale of property, plant and equipment and non-current assets classified as held for sale | - | 12.3 | 12.3 | - | 5.7 | 5.7 | |||||
Impairment (note 5) | - | (9.0) | (9.0) | - | (9.1) | (9.1) | |||||
Goodwill charge | - | (5.5) | (5.5) | - | (1.7) | (1.7) | |||||
Operating profit / (loss) | 99.4 | (19.7) | 79.7 | 102.1 | (16.5) | 85.6 | |||||
Finance income (note 6) | 1.9 | 374.8 | 376.7 | 33.6 | 3.2 | 36.8 | |||||
Finance costs (note 6) | (70.9) | - | (70.9) | (86.0) | (214.7) | (300.7) | |||||
Movement in fair value of interest rate swaps | - | (37.0) | (37.0) | - | 3.4 | 3.4 | |||||
Profit / (loss) before taxation | 30.4 | 318.1 | 348.5 | 49.7 | (224.6) | (174.9) | |||||
UK income tax (charge) / credit (note 7) | (5.6) | 9.0 | 3.4 | (4.4) | 59.6 | 55.2 | |||||
Profit / (loss) for the financial period attributable to owners of the parent company | 24.8 | 327.1 | 351.9 | 45.3 | (165.0) | (119.7) | |||||
Earnings / (loss) per share (note 8) | Restated | Restated | |||||||||
Basic (pence) | 14.0 | 198.1 | 136.1 | (359.7) | |||||||
Diluted (pence) | 14.0 | 198.1 | 136.1 | (359.7) |
1 EBITDA represents earnings before depreciation and amortisation, profit on sale of property, plant and equipment and non-current assets classified as held for sale, impairment, goodwill charge, finance income, finance costs, movement in fair value of interest rate swaps and tax of the Group.
CONSOLIDATED CONDENSED INCOME STATEMENT continued
for the 28 weeks ended 7 March 2015
53 weeks to 23 August 2014 | |||||
Underlying items £m | Non-underlying items (note 3) £m | Total £m | |||
Revenue | 448.1 | - | 448.1 | ||
Operating costs before depreciation, amortisation and impairment | (249.5) | (27.3) | (276.8) | ||
Share of post-tax profit from joint venture | 6.2 | - | 6.2 | ||
EBITDA1 | 204.8 | (27.3) | 177.5 | ||
Depreciation and amortisation | (11.0) | - | (11.0) | ||
Profit on sale of property, plant and equipment and non-current assets classified as held for sale | - | 10.7 | 10.7 | ||
Impairment (note 5) | - | (50.8) | (50.8) | ||
Goodwill charge | - | (3.6) | (3.6) | ||
Operating profit / (loss) | 193.8 | (71.0) | 122.8 | ||
Finance income (note 6) | 36.4 | 3.3 | 39.7 | ||
Finance costs (note 6) | (161.6) | (214.7) | (376.3) | ||
Movement in fair value of interest rate swaps | - | (26.4) | (26.4) | ||
Profit / (loss) before taxation | 68.6 | (308.8) | (240.2) | ||
UK income tax (charge) / credit (note 7) | (8.2) | 73.3 | 65.1 | ||
Profit / (loss) for the financial period attributable to owners of the parent company | 60.4 | (235.5) | (175.1) | ||
Earnings / (loss) per share (note 8) | |||||
Basic (pence) | 181.5 | (526.1) | |||
Diluted (pence) | 181.5 | (526.1) |
1 EBITDA represents earnings before depreciation and amortisation, profit on sale of property, plant and equipment and non-current assets classified as held for sale, impairment, goodwill charge, finance income, finance costs, movement in fair value of interest rate swaps and tax of the Group.CONSOLIDATED CONDENSED STATEMENT OF COMPREHENSIVE INCOME
for the 28 weeks ended 7 March 2015
28 weeks to 7 March 2015 £m | 28 weeks to 1 March 2014 £m | 53 weeks to23 August 2014 £m | |||
Profit / (loss) for the period attributable to owners of the parent company | 351.9 | (119.7) | (175.1) | ||
Items that are or may be recycled subsequently to the income statement | |||||
Losses on cash flow hedges | - | (6.3) | (6.3) | ||
Transfers to the income statement on cash flow hedges | - | 214.4 | 214.4 | ||
Tax relating to components of other comprehensive income that can be reclassified into profit or loss | - | (53.2) | (53.2) | ||
Items that cannot be recycled subsequently to the income statement | |||||
Remeasurements of defined benefit pension schemes | (0.5) | (1.3) | (1.3) | ||
Other items that cannot be recycled subsequently to the income statement | (4.1) | (0.6) | (0.9) | ||
Tax relating to components of other comprehensive income that cannot be reclassified into profit or loss | 0.1 | 0.3 | 0.3 | ||
Other comprehensive (losses) / profits for the period | (4.5) | 153.3 | 153.0 | ||
Total comprehensive income / (loss) for the period attributable to owners of the parent company | 347.4 | 33.6 | (22.1) | ||
CONSOLIDATED CONDENSED BALANCE SHEET
at 7 March 2015
| 7 March 2015 £m | 1 March 2014 £m | 23 August 2014 £m | ||
Assets | |||||
Non-current assets | |||||
Property, plant and equipment (note 9) | 2,307.3 | 2,371.8 | 2,297.4 | ||
Operating leases | 3.4 | 4.4 | 4.0 | ||
Other intangible assets | 0.6 | 0.2 | 0.7 | ||
Goodwill | 167.1 | 174.5 | 172.6 | ||
Investments in joint venture | 48.4 | 47.0 | 50.5 | ||
Other investments | - | 0.1 | - | ||
2,526.8 | 2,598.0 | 2,525.2 | |||
Current assets | |||||
Trade and other receivables | 30.2 | 32.1 | 34.0 | ||
Current income tax assets | 0.8 | 0.5 | 1.3 | ||
Non-current assets classified as held for sale | 23.2 | 72.7 | 69.8 | ||
Cash and cash equivalents | 122.4 | 305.0 | 315.6 | ||
Restricted cash | - | 315.0 | 315.0 | ||
176.6 | 725.3 | 735.7 | |||
Total assets | 2,703.4 | 3,323.3 | 3,260.9 | ||
Liabilities | |||||
Current liabilities | |||||
Trade and other payables | (87.8) | (92.4) | (99.9) | ||
Short term borrowings | (52.6) | (69.7) | (79.9) | ||
Cash-backed borrowings | - | (315.0) | (315.0) | ||
Derivative financial instruments | (16.0) | (39.4) | (38.2) | ||
Provisions | (0.6) | (0.1) | (0.8) | ||
(157.0) | (516.6) | (533.8) | |||
Non-current liabilities | |||||
Borrowings | (1,539.3) | (2,234.6) | (2,189.9) | ||
Derivative financial instruments | (118.6) | (210.1) | (240.3) | ||
Deferred tax liabilities | (9.2) | (19.6) | (12.1) | ||
Retirement benefit obligations | (3.9) | (5.2) | (4.3) | ||
Provisions | (7.4) | (7.9) | (6.8) | ||
(1,678.4) | (2,477.4) | (2,453.4) | |||
Total liabilities | (1,835.4) | (2,994.0) | (2,987.2) | ||
Net assets | 868.0 | 329.3 | 273.7 | ||
Equity | |||||
Called up share capital | 2.1 | 0.3 | 0.3 | ||
Share premium | 700.0 | 455.0 | 455.0 | ||
Share based payment reserve | 6.4 | 6.3 | 6.4 | ||
Retained earnings | 159.5 | (132.3) | (188.0) | ||
Total equity attributable to owners of the parent company | 868.0 | 329.3 | 273.7 |
CONSOLIDATED CONDENSED STATEMENT OF CHANGES IN EQUITY
for the 28 weeks ended 7 March 2015
Share capital | Share premium | Hedge reserve | Share based payment reserve | Retained earnings | Total equity | |
£m | £m | £m | £m | £m | £m | |
At 23 August 2014 | 0.3 | 455.0 | - | 6.4 | (188.0) | 273.7 |
Profit for the period | - | - | - | - | 351.9 | 351.9 |
Other comprehensive losses for the period | - | - | - | - | (4.5) | (4.5) |
Total comprehensive income for the period attributable to owners of the parent company | - | - | - | - | 347.4 | 347.4 |
Share issue | 1.8 | 245.0 | - | - | - | 246.8 |
Share based payments | - | - | - | - | 0.1 | 0.1 |
Total equity at 7 March 2015 | 2.1 | 700.0 | - | 6.4 | 159.5 | 868.0 |
At 17 August 2013 | 0.3 | 455.0 | (154.9) | 7.2 | (12.0) | 295.6 |
Loss for the period | - | - | - | - | (119.7) | (119.7) |
Other comprehensive gains / (losses) for the period | - | - | 154.9 | - | (1.6) | 153.3 |
Total comprehensive income / (loss) for the period attributable to owners of the parent company | - | - | 154.9 | - | (121.3) | 33.6 |
Share based payments | - | - | - | (0.9) | 1.0 | 0.1 |
Total equity at 1 March 2014 | 0.3 | 455.0 | - | 6.3 | (132.3) | 329.3 |
At 17 August 2013 | 0.3 | 455.0 | (154.9) | 7.2 | (12.0) | 295.6 |
Loss for the period | - | - | - | - | (175.1) | (175.1) |
Other comprehensive gains / (losses) for the period | - | - | 154.9 | - | (1.9) | 153.0 |
Total comprehensive income / (loss) for the period attributable to owners of the parent company | - | - | 154.9 | - | (177.0) | (22.1) |
Share based payments | - | - | - | (0.8) | 1.0 | 0.2 |
Total equity at 23 August 2014 | 0.3 | 455.0 | - | 6.4 | (188.0) | 273.7 |
CONSOLIDATED CONDENSED CASH FLOW STATEMENT
28 weeks to 7 March 2015 £m |
28 weeks to 1 March 2014 £m |
53 weeks to23 August 2014 £m | ||||
Cash flows from operating activities | ||||||
Operating profit | 79.7 | 85.6 | 122.8 | |||
Depreciation and amortisation | 6.0 | 6.1 | 11.0 | |||
Impairment | 9.0 | 9.1 | 50.8 | |||
Goodwill charge | 5.5 | 1.7 | 3.6 | |||
Profit on sale of property, plant and equipment and non-current assets classified as held for sale | (12.3) | (5.7) | (10.7) | |||
Share based payment expense recognised in profit | 0.2 | 0.1 | 0.2 | |||
Decrease in trade and other receivables | 2.9 | 1.4 | 0.1 | |||
Decrease in trade and other payables | (11.6) | (29.3) | (18.5) | |||
Difference between pension contributions paid and amounts recognised in the income statement | (1.0) | (1.0) | (2.0) | |||
Decrease in provisions and other liabilities | (0.5) | (0.7) | (1.4) | |||
Share of post-tax profit from joint venture | (3.9) | (2.7) | (6.2) | |||
Cash generated from operations | 74.0 | 64.6 | 149.7 | |||
Dividend received from joint venture | 6.0 | 5.0 | 5.0 | |||
Income tax received | 1.3 | 1.6 | 3.0 | |||
Net cash from operating activities | 81.3 | 71.2 | 157.7 | |||
Cash flows from investing activities | ||||||
Purchase of property, plant and equipment | (22.1) | (28.7) | (51.3) | |||
Proceeds from sale of property, plant and equipment | 9.3 | 31.9 | 60.0 | |||
Proceeds from sale of operating leases | - | - | 0.2 | |||
Proceeds from sale of other non-current assets held for sale | 47.6 | 18.9 | 50.4 | |||
Purchase of other intangible assets | (0.1) | (0.1) | (1.1) | |||
Interest received | 1.6 | 4.6 | 7.6 | |||
Net cash generated from investing activities | 36.3 | 26.6 | 65.8 | |||
Cash flows from financing activities | ||||||
Proceeds from issue of ordinary share capital | 50.0 | - | - | |||
Proceeds from issue of borrowings | 7.0 | - | - | |||
Repayment of borrowings | (309.1) | (36.7) | (69.1) | |||
Repayment of derivative financial instruments | (8.0) | (6.7) | (6.7) | |||
Interest paid | (66.2) | (82.9) | (165.5) | |||
Repayments of obligations under finance leases | (0.1) | (0.1) | (0.2) | |||
Interest element of finance lease rental payments | (0.1) | (0.1) | (0.2) | |||
Proceeds from sale of shares held in trust | - | 5.1 | 5.2 | |||
Other restructuring cash flows | 15.7 | - | - | |||
Net cash used in financing activities | (310.8) | (121.4) | (236.5) | |||
Net decrease in cash and cash equivalents | (193.2) | (23.6) | (13.0) | |||
Cash and cash equivalents at beginning of period | 315.6 | 328.6 | 328.6 | |||
Cash and cash equivalents at end of period | 122.4 | 305.0 | 315.6 |
NOTES TO THE FINANCIAL STATEMENTS
for the 28 weeks ended 7 March 2015
1. ACCOUNTING POLICIES
Basis of preparation
This condensed set of interim financial statements has been prepared in accordance with IAS 34 'Interim Financial Reporting' as adopted by the EU. The Group's Annual Report and Financial Statements are prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the EU. As required by the Disclosure and Transparency rules of the Financial Conduct Authority, this condensed set of financial statements has been prepared applying the accounting policies and presentation that were applied in the preparation of the Group's Annual Report and Financial Statements 2014.
This condensed consolidated interim financial statements have been prepared on a going concern basis. In determining the appropriate basis of preparation of the financial statements, the Directors are required to consider whether the Group can continue in operational existence for the foreseeable future. The Directors are of the opinion that the Group and the Company have adequate resources to continue in operational existence for the foreseeable future, and feel it appropriate to adopt the going concern basis in preparing these condensed consolidated interim financial statements.
The comparative figures for the 53 weeks to 23 August 2014 presented in these interim financial statements are not the Group's statutory accounts for that financial period. Those accounts have been reported on by the Company's auditor and delivered to the Registrar of Companies. The report of the auditor was (i) unqualified, (ii) did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying their report, and (iii) did not contain statements under section 498(2) or (3) Companies Act 2006.
The following standards, interpretations and amendments are effective for the Group for the financial year beginning 24 August 2014:
· IFRS 10 'Consolidated Financial Statements' - effective from 1 January 2014
· IFRS 11 'Joint Arrangements' - effective from 1 January 2014
· IFRS 12 'Disclosure of Interests in Other Entities' - effective from 1 January 2014
· IAS 28 'Investments in Associates and Joint Ventures' - effective from 1 January 2014
· Amendments to IAS 36 'Recoverable Amount Disclosures for Non-Financial Assets' - effective from 1 January 2014
· Amendments to IAS 19 'Defined Benefit Plans: Employee Contributions' - effective from 1 July 2014
The above amendments to the published standards have had no material impact on the results or the financial position of the Group for the 28 weeks to 7 March 2015.
NOTES TO THE FINANCIAL STATEMENTS continued
for the 28 weeks ended 7 March 2015
2. SEGMENTAL ANALYSIS
Core | Non-core | Unallocated | Total | |
£m | £m | £m | £m | |
28 weeks to 7 March 2015: | ||||
Drink revenue | 139.2 | 20.1 | - | 159.3 |
Rental income | 50.4 | 5.7 | - | 56.1 |
Other revenue | 5.0 | 1.3 | - | 6.3 |
Underlying revenue | 194.6 | 27.1 | - | 221.7 |
Underlying operating costs1 | (88.0) | (14.8) | (17.4) | (120.2) |
Share of post-tax profit from joint venture | - | - | 3.9 | 3.9 |
EBITDA before non-underlying items | 106.6 | 12.3 | (13.5) | 105.4 |
Underlying depreciation and amortisation | (6.0) | |||
Operating non-underlying items | (19.7) | |||
Net finance costs | 305.8 | |||
Movement in fair value of interest rate swaps | (37.0) | |||
UK income tax credit | 3.4 | |||
Profit for the financial period attributable to owners of the parent company | 351.9 | |||
28 weeks to 1 March 2014: | ||||
Drink revenue | 141.2 | 26.9 | - | 168.1 |
Rental income | 51.9 | 7.7 | - | 59.6 |
Other revenue | 4.4 | 1.4 | - | 5.8 |
Underlying revenue | 197.5 | 36.0 | 233.5 | |
Underlying operating costs1 | (88.7) | (21.3) | (18.0) | (128.0) |
Share of post-tax profit from joint venture | - | - | 2.7 | 2.7 |
EBITDA before non-underlying items | 108.8 | 14.7 | (15.3) | 108.2 |
Underlying depreciation and amortisation | (6.1) | |||
Operating non-underlying items | (16.5) | |||
Net finance costs | (263.9) | |||
Movement in fair value of interest rate swaps | 3.4 | |||
UK income tax credit | 55.2 | |||
Loss for the financial period attributable to owners of the parent company | (119.7) | |||
53 weeks to 23 August 2014: | ||||
Drink revenue | 275.4 | 50.8 | - | 326.2 |
Rental income | 96.4 | 14.5 | - | 110.9 |
Other revenue | 8.2 | 2.8 | - | 11.0 |
Underlying revenue | 380.0 | 68.1 | - | 448.1 |
Underlying operating costs1 | (173.8) | (38.7) | (37.0) | (249.5) |
Share of post-tax profit from joint venture | - | - | 6.2 | 6.2 |
EBITDA before non-underlying items | 206.2 | 29.4 | (30.8) | 204.8 |
Underlying depreciation and amortisation | (11.0) | |||
Operating non-underlying items | (71.0) | |||
Net finance costs | (336.6) | |||
Movement in fair value of interest rate swaps | (26.4) | |||
UK income tax credit | 65.1 | |||
Loss for the financial period attributable to owners of the parent company | (175.1) |
1 Unallocated underlying operating costs represent corporate overheads that are not allocated down to the divisional performance.
NOTES TO THE FINANCIAL STATEMENTS continued
for the 28 weeks ended 7 March 2015
Core £m | Non-core £m | Unallocated £m | Total £m | |
7 March 2015 | ||||
Assets and liabilities | ||||
Segment assets | 2,278.9 | 216.0 | 6.1 | 2,501.0 |
Unallocated assets | - | - | 202.4 | 202.4 |
Total assets | 2,278.9 | 216.0 | 208.5 | 2,703.4 |
Segment liabilities | - | - | - | - |
Unallocated liabilities | - | - | (1,835.4) | (1,835.4) |
Total liabilities | - | - | (1,835.4) | (1,835.4) |
Net assets | 2,278.9 | 216.0 | (1,626.9) | 868.0 |
1 March 2014 | ||||
Assets and liabilities | ||||
Segment assets | 2,311.1 | 301.0 | 11.3 | 2,623.4 |
Unallocated assets | - | - | 699.9 | 699.9 |
Total assets | 2,311.1 | 301.0 | 711.2 | 3,323.3 |
Segment liabilities | - | - | - | - |
Unallocated liabilities | - | - | (2,994.0) | (2,994.0) |
Total liabilities | - | - | (2,994.0) | (2,994.0) |
Net assets | 2,311.1 | 301.0 | (2,282.8) | 329.3 |
23 August 2014 | ||||
Assets and liabilities | ||||
Segment assets | 2,293.6 | 241.4 | 8.8 | 2,543.8 |
Unallocated assets | - | - | 717.1 | 717.1 |
Total assets | 2,293.6 | 241.4 | 725.9 | 3,260.9 |
Segment liabilities | - | - | - | - |
Unallocated liabilities | - | - | (2,987.2) | (2,987.2) |
Total liabilities | - | - | (2,987.2) | (2,987.2) |
Net assets | 2,293.6 | 241.4 | (2,261.3) | 273.7 |
There are no sales between the segments. Segment assets include property, plant and equipment, operating leases, non-current assets held for sale and goodwill and exclude other intangible assets, receivables, cash, taxation, investments in joint venture and other investments, whilst all liabilities are unallocated.
During the interim period, 71 pubs with a book value of £23.4m were transferred from the non-core estate to the core estate and 65 pubs with a book value of £35.5m were transferred from the core estate to the non-core estate.
At the start of the prior financial period, 116 pubs with a book value of £43.9m were transferred from the non-core estate to the core estate.
NOTES TO THE FINANCIAL STATEMENTS continued
for the 28 weeks ended 7 March 2015
3. NON-UNDERLYING ITEMS
In order to provide a trend measure of underlying performance, profit is presented excluding items which management consider will distort comparability, either due to their significant non-recurring nature or as a result of specific accounting treatments. Included in the income statement are the following non-underlying items:
28 weeks to 7 March 2015 | 28 weeks to 1 March 2014 | 53 weeks to 23 August 2014 | |
£m | £m | £m | |
Operating non-underlying items | |||
Capital restructuring, redundancy and other related one-off costs | (17.5) | (11.4) | (27.3) |
Profit on sale of property, plant and equipment and non-current assets classified as held for sale | 12.3 | 5.7 | 10.7 |
Impairment losses (note 5) | (9.0) | (9.1) | (50.8) |
Goodwill charge1 | (5.5) | (1.7) | (3.6) |
(19.7) | (16.5) | (71.0) | |
| |||
Finance income | |||
Movement in fair value of provision for share scheme settlement2 | - | 3.2 | 3.3 |
Profit on capital restructuring (note 4) | 374.8 | - | - |
374.8 | 3.2 | 3.3 | |
Finance costs | |||
Loss on sale of shares held in trust | - | (0.3) | (0.3) |
Recycling of hedge reserve3 | - | (214.4) | (214.4) |
- | (214.7) | (214.7) | |
Movement in fair value of interest rate swaps4 | (37.0) | 3.4 | (26.4) |
Total non-underlying items before tax | 318.1 | (224.6) | (308.8) |
| |||
Tax | |||
Tax impact of non-underlying items | 8.9 | 59.6 | 72.4 |
Adjustments to tax in respect of prior periods | 0.1 | - | 0.9 |
9.0 | 59.6 | 73.3 | |
Total non-underlying items after tax | 327.1 | (165.0) | (235.5) |
1 Represents the goodwill relating to those core pubs disposed of, or transferred to non-core, in the period.
2 Represents movement in fair value of shares held to settle future share schemes and release of provision for share schemes.
3 Represents the recycling of the hedge reserve relating to the Punch A B3, D1 and M2(N) loan notes following the reclassification of the associated interest rate swap as ineffective during the previous financial period.
4 Represents the movement in the fair value of interest rate swaps which do not qualify for hedge accounting.
NOTES TO THE FINANCIAL STATEMENTS continued
for the 28 weeks ended 7 March 2015
4. Capital Restructuring
Completion of restructuring
On 8 October 2014 Punch Taverns plc announced the successful completion of restructuring proposals for the Punch A and Punch B securitisations. The impact of the restructuring reduced total net debt (including mark-to-market on interest rate swaps) by £0.6 billion. The Group also issued a total of 3,771,151,200 new ordinary shares in connection with the restructuring proposals, of which 1,273,005,000 was a firm placing at 3.93 pence per share.
On 13 October 2014 Punch Taverns plc announced the consolidation of its ordinary shares, as described in the combined circular and prospectus dated 18 August 2014, had become effective. As a result of the share consolidation, the existing ordinary shares in Punch Taverns plc have been consolidated into consolidated ordinary shares on the basis of one consolidated ordinary share for every 20 existing ordinary shares.
Punch A debt structure
Immediately following completion of the restructuring, the revised debt structure of the Punch A securitisation is set out below:
Class of Notes | Notional | Cash coupon | PIK coupon | Maturity |
Super Senior Hedge Note | £123.4m | Libor | - | 2021 |
A1 (v note) | £67.5m | 7.274% | - | 2026 |
A1 (f note) | £202.5m | 7.274% | - | 2026 |
A2 (v note) | £45.8m | 7.320% | - | 2025 |
A2 (f note) | £137.4m | 7.320% | - | 2025 |
M3 | £300.0m | Libor+5.500%1 | - | 2027 |
B4 | £89.9m | 1.500% | 13.500% | 2028 |
Gross debt | £966.4m |
1 An interest rate swap is in place to swap the Libor interest rate on the Class M3 floating rate note to a fixed rate of 5.954%
Punch B debt structure
Immediately following completion of the restructuring, the revised debt structure of the Punch B securitisation is set out below:
Class of Notes | Notional | Cash coupon | PIK coupon | Maturity |
Super Senior Swap Loan | £49.0m | Libor+0.400% | - | 2019 |
A3 | £146.9m | 7.369% | - | 2021 |
A6 | £220.0m | 5.943% | - | 2022 |
A7 | £149.1m | 5.267% | - | 2024 |
B3 | £72.9m | 7.750% | - | 2025 |
Gross debt | £637.9m |
The profit on capital restructuring is included in Note 3. Further details of the debt structure of the Punch A and Punch B securitisations following completion of the restructuring can be found on the Punch Taverns website www.punchtavernsplc.com.
NOTES TO THE FINANCIAL STATEMENTS continued
for the 28 weeks ended 7 March 2015
5. IMPAIRMENT LOSSES
Property, plant and equipment and operating leases
When any indicators of impairment are identified, including the difference between market capitalisation and net assets of the business, property, plant and equipment and operating leases are reviewed for impairment based on each cash-generating unit (CGU). The CGUs are individual pubs. The carrying values of these individual pubs are compared to the recoverable amount of the CGUs, which is the higher of value in use (VIU) and fair value less costs to sell (FVLCS). Cash flows used in the VIU calculation were based on earnings before interest and taxation, and used the forecasted cash flows included within the Group business plan for the first five years, and then the cash flows were extrapolated for a further 45 years, applying a multiple of ten as the terminal value (which is broadly in line with the most recent property valuation of the estate). The pre-tax risk adjusted discount rate applied to cash flow projections was 8%, being the Group's adjusted weighted average cost of capital. The growth rate applied to cash flows over the 45 year period was 2% based on an extrapolation of the final 2 years of the business plan.
In the 28 week period to 7 March 2015, the FVLCS of those assets now classified as held for sale, and the assets transferred from the core estate to the non-core estate, were reviewed and an impairment of £9.0m was identified. During the 53 week period to 23 August 2014, the FVLCS of the non-current assets classified as held for sale, and the remaining assets in the wider non-core estate, were reviewed, and an impairment of £50.8m was identified, of which £9.1m had been recognised during the 28 week period to 1 March 2014.
The impairments recognised in the current and prior periods are as follows:
28 weeks to 7 March 2015 | 28 weeks to 1 March 2014 | 53 weeks to 23 August 2014 | ||||
£m | £m | £m | ||||
Property, plant and equipment | 9.0 | 9.1 | 50.8 |
Included within the above are reversals of impairment losses of property, plant and equipment of £10.7m
(August 2014: £nil). The impairment reversals were due to the transfer of pubs from the non-core estate to the core estate where their expected future cash flows have risen to a level such that their VIU is now above carrying value.
Goodwill
Goodwill represents the synergistic benefits of operating a large pub estate and is allocated to groups of CGUs. The estate is organised in separate core and non-core property structures. No goodwill is allocated to the non-core estate due to the low value of the properties in the estate and the low level of synergistic benefits.
During the year ended 23 August 2014, a review for impairment was carried out on the remaining goodwill allocated to pubs in the core estate. This review compared the carrying amount of the goodwill to the net realisable value. Cash flows used in the VIU calculation were on the same basis as cash flows used in the VIU calculation for property, plant and equipment and operating leases as mentioned above. Based on this review, no impairment of goodwill on the core estate was identified.
During the current period, a review completed using the same criteria as the previous period on the remaining goodwill allocated to pubs in the core estate also concluded that no impairment was required.
Whilst considered unlikely, when tested independently, neither a 2% decrease in the key growth rate assumption, nor a 1% increase in the key discount rate assumption would have led to impairment in either the current or prior period.
NOTES TO THE FINANCIAL STATEMENTS continued
for the 28 weeks ended 7 March 2015
6. FINANCE INCOME AND COSTS
28 weeks to 7 March 2015 | 28 weeks to 1 March 2014 | 53 weeks to 23 August 2014 | |
£m | £m | £m | |
Finance income | |||
Bank interest receivable | 1.6 | 3.7 | 6.5 |
Loan note redemptions | 0.3 | 29.9 | 29.9 |
Non-underlying finance income (note 3) | 374.8 | 3.2 | 3.3 |
Total finance income | 376.7 | 36.8 | 39.7 |
Finance costs | |||
Interest payable on loan notes | 70.2 | 84.5 | 158.8 |
Interest payable on finance leases | 0.1 | 0.1 | 0.2 |
Net pension interest costs | 0.2 | 0.2 | 0.4 |
Amortisation of deferred issue costs | 0.1 | 0.9 | 1.6 |
Effect of unwinding discounted provisions | 0.3 | 0.3 | 0.6 |
Non-underlying finance costs (note 3) | - | 214.7 | 214.7 |
Total finance costs | 70.9 | 300.7 | 376.3 |
7. TAXATION
The effective taxation charge before non-underlying items and share of post-tax profit from the joint venture is 21.1%. The effective rate of taxation for the comparative period was 9.4% (reflecting the impact of the profits attributable to bond purchases).
The total tax credit of £3.4m (March 2014: credit of £55.2m; August 2014: credit of £65.1m) includes a non-underlying tax credit of £9.0m (March 2014: credit of £59.6m; August 2014: credit of £73.3m).
NOTES TO THE FINANCIAL STATEMENTS continued
for the 28 weeks ended 7 March 2015
8. EARNINGS PER SHARE
Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year, excluding those held in the employee share trust, which are treated as cancelled.
Diluted earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year (adjusted for the effects of dilutive options).
The ordinary shares outstanding during the prior year has been adjusted for the impact of the consolidation of ordinary shares as announced on 13 October 2014 following successful completion of restructuring proposals. The existing ordinary shares in Punch Taverns plc have been consolidated into consolidated ordinary shares on the basis of one consolidated ordinary share for every 20 existing ordinary shares.
As part of the restructuring proposals the Group issued 3,771,151,200 new ordinary shares on 8 October 2014, prior to the share consolidation, which has not been adjusted for in the prior periods as per IAS 33: Earnings per share.
The adjustment to ordinary shares outstanding impacts the current and prior period.
Reconciliations of the earnings used in the calculations are set out below:
28 weeks to 7 March 2015 | 28 weeks to 1 March 2014 (Restated) | 53 weeks to 23 August 2014 | |||||||||
|
Earnings £m | Per share amount pence |
Earnings £m | Per share amount Pence |
Earnings £m | Per share amount Pence | |||||
Basic earnings / (loss) per share | 351.9 | 198.1 | (119.7) | (359.7) | (175.1) | (526.1) | |||||
Diluted earnings / (loss) per share | 351.9 | 198.1 | (119.7) | (359.7) | (175.1) | (526.1) | |||||
Supplementary earnings per share figures: | |||||||||||
Basic earnings per share before non-underlying items | 24.8 | 14.0 | 45.3 | 136.1 | 60.4 | 181.5 | |||||
Diluted earnings per share before non-underlying items | 24.8 | 14.0 | 45.3 | 136.1 | 60.4 | 181.5 |
The impact of dilutive ordinary shares is to increase weighted average shares by nil (March 2014: nil; August 2014: nil) for employee share options.
28 weeks to 7 March 2015 | 28 weeks to 1 March 2014 (Restated) | 53 weeks to 23 August 2014 | |||
No. (m) | No. (m) | No. (m) | |||
Basic weighted average number of shares | 177.6 | 33.3 | 33.3 | ||
Diluted weighted average number of shares | 177.6 | 33.3 | 33.3 |
NOTES TO THE FINANCIAL STATEMENTS continued
for the 28 weeks ended 7 March 2015
9. PROPERTY, PLANT AND EQUIPMENT
£m | |||||
Net book amount at 23 August 2014 | 2,297.4 | ||||
Additions | 22.1 | ||||
Disposals | (10.9) | ||||
Depreciation | (5.3) | ||||
Impairment | (9.0) | ||||
Other movements | 13.0 | ||||
Net book amount at 7 March 2015 | 2,307.3 | ||||
Net book amount at 17 August 2013 | 2,397.2 | ||||
Additions | 27.0 | ||||
Disposals | (22.4) | ||||
Depreciation | (4.2) | ||||
Impairment | (9.1) | ||||
Other movements | (16.7) | ||||
Net book amount at 1 March 2014 | 2,371.8 | ||||
Net book amount at 17 August 2013 | 2,397.2 | ||||
Additions | 52.1 | ||||
Disposals | (52.6) | ||||
Depreciation | (8.2) | ||||
Impairment | (50.8) | ||||
Other movements | (40.3) | ||||
Net book amount at 23 August 2014 | 2,297.4 |
10. NET DEBT
(a) Analysis of net debt
7 March 2015 | 1 March 2014 | 23 August 2014 | |||
£m | £m | £m | |||
Secured loan notes | (1,577.1) | (2,266.5) | (2,233.7) | ||
Cash-backed borrowings | - | (315.0) | (315.0) | ||
Cash and cash equivalents | 122.4 | 305.0 | 315.6 | ||
Restricted cash | - | 315.0 | 315.0 | ||
Nominal value of net debt | (1,454.7) | (1,961.5) | (1,918.1) | ||
Capitalised debt issue costs | 1.3 | 4.4 | 3.8 | ||
Fair value adjustments on acquisition of secured loan notes | (13.8) | (39.7) | (37.5) | ||
Fair value of interest rate swaps | (134.6) | (249.5) | (278.5) | ||
Finance lease obligations | (2.3) | (2.5) | (2.4) | ||
Net debt | (1,604.1) | (2,248.8) | (2,232.7) | ||
Balance sheet: | |||||
Borrowings | (1,591.9) | (2,304.3) | (2,269.8) | ||
Cash-backed borrowings | - | (315.0) | (315.0) | ||
Derivative financial instruments | (134.6) | (249.5) | (278.5) | ||
Cash and cash equivalents | 122.4 | 305.0 | 315.6 | ||
Restricted cash | - | 315.0 | 315.0 | ||
Net debt | (1,604.1) | (2,248.8) | (2,232.7) |
NOTES TO THE FINANCIAL STATEMENTS continued
for the 28 weeks ended 7 March 2015
(b) Analysis of changes in net debt
At 23 August 2014 |
Cash flow |
Non-cash movements | At 7 March 2015 | ||||
£m | £m | £m | £m | ||||
Current assets | |||||||
Cash at bank and in hand | 315.6 | (193.2) | - | 122.4 | |||
Restricted cash | 315.0 | (315.0) | - | - | |||
630.6 | (508.2) | - | 122.4 | ||||
Debt | |||||||
Borrowings | (2,269.8) | 309.1 | 368.8 | (1,591.9) | |||
Cash-backed borrowings | (315.0) | 315.0 | - | - | |||
Derivative financial instruments | (278.5) | 8.0 | 135.9 | (134.6) | |||
(2,863.3) | 632.1 | 504.7 | (1,726.5) | ||||
Net debt per balance sheet | (2,232.7) | 123.9 | 504.7 | (1,604.1) |
Net debt incorporates the Group's borrowings, cash-backed borrowings, derivative financial instruments and obligations under finance leases, less cash and cash equivalents and restricted cash.
Non-cash movements relate to amortisation of deferred issue costs and premium on loan notes, fair value movement in derivative financial instruments and profit on capital restructuring.
Fair value measurement
IFRS 13 requires that assets and liabilities carried at fair value are measured by reference to the following levels:
Level 1 - quoted prices in active markets for identical assets or liabilities;
Level 2 - inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
Level 3 - inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The value of the Spirit shares that were held as a financial asset and the value of the Punch and Spirit shares that were held as a financial liability were measured by a level 1 valuation method on the basis that their value was directly derived from the quoted share price.
All other financial instruments carried at fair value and non-current assets classified as held for sale have been categorised as level 2 as the valuation techniques are based on observable market data;
Derivative financial instruments are measured at the present value of discounted future cash flows based on the applicable yield curves derived from quoted interest rates.
Non-current assets classified as held for sale are primarily valued by reference to market values for similar assets.
With the exception of the Group's secured loan notes, there are no material differences between the carrying value of non-derivative financial assets and financial liabilities and their fair values as at the balance sheet date.
There have been no transfers of assets of liabilities between any levels of the fair value hierarchy.
11. RELATED PARTY TRANSACTIONS
Balances arising from transactions with joint ventures
The Group holds 50% of the entire share capital of Matthew Clark (Holdings) Limited. At 7 March 2015, the Group's investment in this joint venture is £48.4m (March 2014: £47.0m; August 2014: £50.5m). The Group had transactions of £5.3m with Matthew Clark during the current period (28 weeks to 1 March 2014: £5.0m; 53 weeks to 23 August 2014: £10.9m), £0.9m of which was owing to Matthew Clark at the period end (March 2014: £0.4m; August 2014: £0.4m).
Transactions with advisors
Save in relation to the capital restructuring and the firm placing the Group has not entered into any material transactions with related parties. Glenview and Luxor, two of the seven funds that participated in the restructuring and firm placing, each held, directly or indirectly more than 10 per cent. of the issued share capital of the Company and their participation in the restructuring and firm placing were related party transactions, each of which required the approval of the other shareholders under the Listing Rules. Due to the market purchases and agreements described in the announcement on 5 September 2014, the interests of Glenview and Luxor in the notes issued by the Punch A and Punch B securitisations and in the issued share capital of the Company have changed.
NOTES TO THE FINANCIAL STATEMENTS continued
for the 28 weeks ended 7 March 2015
12. CAPITAL COMMITMENTS
Capital commitments contracted, but not provided for by the Group, amounted to £11.5m (March 2014: £13.9m; August 2014: £14.6m).
13. SEASONALITY OF INTERIM OPERATIONS
The Group's financial results and cash flows are impacted by the financial year being split into two unequal periods, with the first half being 28 weeks and the second half being 24 weeks in the current financial year (25 weeks in the last financial year).
In addition, the Group's financial results and cash flows have, historically, been subject to seasonal trends between the first and the second half of the financial year.
PRINCIPAL RISKS AND UNCERTAINTIES
Risk is an inherent part of doing business. The Punch Taverns plc Board has overall responsibility for the
management of the principal risks and internal control of the Company. The Board has identified the
following factors as the principal potential risks to the successful operation of the business. These risks remain those most likely to affect the Group in the second half of the year.
Market and economic risk:
The Group's business operations are sensitive to economic conditions and the economic downturn has affected consumer confidence and discretionary spending across both the retail and leisure industries. Delays in the recovery of consumers' disposable income or further challenges such as further duty increases could affect consumer expenditure, our partners' businesses and Group revenue.
Mitigating actions and controls: The Group is committed to developing an estate of well invested, high quality pubs. We continue to monitor the financial health of our partners and our Partnership Development Managers continue to help to grow and diversify our partners' businesses.
Financial risk:
The Group is financed through two whole business securitisations, the Punch A securitisation and the Punch B securitisation, as well as cash resources held across the Group. The key short term liquidity risk is the requirement to meet scheduled debt service costs as they fall due.
Mitigating actions and controls: Cash flow forecasts are regularly produced to assist management in identifying liquidity requirements and are stress-tested for possible scenarios.
Operational risk:
The Group is reliant upon information systems and technology for many aspects of its business which could cause damage if they were to fail for any length of time.
Mitigating actions and controls: An incident management and business continuity plan is in place for critical business processes to ensure the business is able to continue operating in the event of a major incident.
Regulatory risk:
Increasing focus in areas such as the relationship between pub companies and their tenants, binge drinking, underage drinking and health impacts over recent years means that the Government may introduce further regulation which may significantly affect our business.
Mitigating actions and controls: The Group works closely with partners and the rest of the industry to address key issues facing the pub sector. Our code of practice exceeds the requirements of the Pub Industry Framework Code and we continue to work with the Department of Business, Innovation and Skills to implement the proposals for the statutory code and adjudicator.
For greater detail of these risks, which are unchanged from the Group's Annual Report and Financial
Statements 2014, please refer to pages 14 to 15 of the Group's Annual Report and Financial
Statements 2014, a copy of which is available on the Group's website www.punchtavernsplc.com
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The Directors confirm to the best of their knowledge:
· the condensed set of financial statements has been prepared in accordance with IAS 34 'Interim Financial Reporting' as adopted by the European Union;
· the interim management report includes a fair review of the information required by:
(a) DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the first 28 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 24 weeks of the year; and
(b) DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the first 28 weeks of the current financial year and that have materially affected the financial position or performance of the Group during that period; and any changes in the related party transactions described in the last annual report that could do so.
On behalf of the Board
Stephen Billingham Steve Dando
Executive Chairman Finance Director
21 April 2015 21 April 2015
INDEPENDENT REVIEW REPORT TO PUNCH TAVERNS PLC
IntroductionWe have been engaged by the company to review the condensed set of financial statements in the half-yearly financial report for the 28 weeks ended 7 March 2015 which comprises the consolidated condensed income statement, consolidated condensed statement of comprehensive income, consolidated condensed balance sheet, consolidated condensed statement of changes in equity, consolidated condensed cash flow statement and the related explanatory notes. We have read the other information contained in the interim financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.
This report is made solely to the company in accordance with the terms of our engagement to assist the company in meeting the requirements of the Disclosure and Transparency Rules ("the DTR") of the UK's Financial Conduct Authority ("the UK FCA"). Our review has been undertaken so that we might state to the company those matters we are required to state to it in this report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company for our review work, for this report, or for the conclusions we have reached. Directors' responsibilitiesThe interim financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half-yearly financial report in accordance with the DTR of the UK FCA.
The annual financial statements of the group are prepared in accordance with IFRSs as adopted by the EU. The condensed set of financial statements included in this interim financial report has been prepared in accordance with IAS 34Interim Financial Reporting as adopted by the EU.
Our responsibility
Our responsibility is to express to the company a conclusion on the condensed set of financial statements in the interim financial report based on our review.
Scope of reviewWe conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity issued by the Auditing Practices Board for use in the UK. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the interim financial report for the 28 weeks ended 7 March 2015 is not prepared, in all material respects, in accordance with IAS 34 as adopted by the EU and the DTR of the UK FCA.
Simon Haydn-Jones
for and on behalf of KPMG LLP
Chartered Accountants
One Snowhill, Snow Hill Queensway
Birmingham, B4 6GH
21 April 2015
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