Preliminary Results

RNS Number : 9597S

Eclectic Bar Group PLC

30 September 2014

 



30 September 2014

Eclectic Bar Group Plc

("Eclectic", the"Group")

Maiden Results for the 52 weeks to 29 June 2014

Highlights

·      Revenue on continuing operations was up 11.7% at £23.0 million (2013: £20.6 million)

·      Total revenue including discontinued operation was up 10.1% at £23.3 million (2013: £21.2 million)

·      Group EBITDA on all operations before highlighted items was £2.9 million .(2013: £2.8 million)

·      Group EBITDA on all operations after highlighted items (costs associated with the listing and new openings)  was £1.7 million  (2013 £2.8 million)

·      Group EBITDA on continuing operations before highlighted items was up 14.1% at £2.6 million (2013:£ 2.2 million).

·      Group EBITDA on continuing operations after highlighted items (costs associated with the listing and new openings) was £1.3 million. (2013: £2.2 million).

·      Profit before tax and highlighted items increased to £1.0 million up 10.0% on the prior year (2013: £0.9 million).

·      Loss before tax (including discontinued operations) and after highlighted items (the costs associated with the listing and new openings) was £0.2 million (2013: profit of £0.9 million).

·      Acquired Coalition in Brighton in October 2013

·      Acquired a new lease on Deansgate Locks Manchester which opened  as the ninth Lola Lo in December 2013

·      Acquired the freehold of Coyote Wild in Derby (Lola Lo) which re-opened as a Lola Lo in April 2014

·      Madame Geisha in Brighton was temporarily closed and has been refurbished as the Group's first Dirty Blonde, launched in March 2014

·      Acquired Lowlander in Covent Garden, an established bar and brasserie business which provides an immediate profit contribution and importantly a food-led business which can be rolled out nationally over time.

·      Increased the Revolving Credit Facility with Barclays Bank from £1.5 to £5 million to give the Group the capacity for further new acquisitions and allow for further development of existing sites

Post year end

·      Two leases signed since year end in Sheffield and  Liverpool

·      Major refurbishment of Embargo 59 utilising the space more fully, renamed Embargo Republica

·      Intention to pay special dividend in November 2014, of 2.5p.

Commenting on the results, Reuben Harley, Chief Executive Officer said:

"I am pleased to report results in line with our expectations. The Group is developing well and has a firm foundation and an appropriate capital structure following the IPO last year from which to build. We will continue to acquire sites judiciously across the UK and operate a number of different formats depending on the location. The current year will see us reaping the rewards of the investments we have made and we look forward to delivering further progress."

All Group announcements and news can be found on www.eclecticbars.co.uk.

Enquiries:

Eclectic Bar Group Plc       (www.eclecticbars.co.uk)	Tel: [phone]
Reuben Harley, CEO John Smith, CFO
Panmure Gordon	Tel: [phone]
Corporate Finance
Andrew Godber / Atholl Tweedie / Duncan Monteith
Corporate Broking
Charles Leigh-Pemberton  / Maisie Atkinson
Instinctif Partners	Tel: [phone]
Matthew Smallwood
Justine Warren

About Eclectic Group

The Group is a leading operator of premium bars in the UK. Eclectic's portfolio comprises 23 venues (21 at the end of the year)  located in major towns and cities, predominantly targeting a customer base of sophisticated students midweek and stylish over 21s and young professionals at weekends. The Group focuses on delivering added value for its customers, with premium product ranges, high-quality music and entertainment, and a commitment to high service levels and standards. Eclectic trades across its estate under a variety of formats, including Embargo Republica, Lola Lo, Sakura, Dirty Blonde, Lowlander, Coalition, Po Na Na and Fez Club.

The Group's management team, led by Reuben Harley, who has over 25 years' experience of working in the UK pub and bar industry, is implementing a strategy to grow the business through the development of new sites either under the Company's existing formats or those of acquired businesses as appropriate opportunities present themselves.

Lola Lo (12 sites)                                

                               Brighton

                               Bristol

                               Cambridge

                               Edinburgh

                               Derby

                               Lincoln

                               Liverpool - conversion pending

                               Norwich

                               Oxford

                               Reading

                               Manchester

                               Sheffield - conversion pending

Sakura (3 sites)

                               Bournemouth

                               Manchester

                               Reading

Po Na Na (2 sites)

                               Bath

                               Wimbledon

Fez Club (2 sites)

                               Cambridge

                               Putney

Coalition                                             Brighton

Dirty Blonde                                        Brighton

Lowlander                                           Covent Garden

Embargo Republica                              Kings Road

Chairman's Statement

The 52 weeks to the end of June 2014 financial year has been a transformational period for Eclectic Bar Group Plc . The highlight was the successful listing on AIM in November 2013. The new base of long term shareholders combined with its new banking facilities   puts the Group in a robust position to continue its growth through new site acquisitions and developments as set out in its strategy on listing.

The Group's strategy is to grow principally by the acquisition and development of individual and groups of sites. There has been significant progress in this regard with the leasehold of Coalition acquired in Brighton in October 2013, the freehold of Coyote Wild in Derby re-opened as a Lola Lo in April 2014, a new lease on Deansgate Locks Manchester opened as the ninth Lola Lo in December 2013, Madame Geisha (an existing site) in Brighton was closed and refurbished as the Group's first Dirty Blonde and Lowlander (leasehold) acquired in Covent Garden. The acquisition of Lowlander (through the acquisition of Newman Bars Ltd) brought not only a high quality central London site, but also expertise in food. We anticipate utilising this concept in other locations. Consequently, our estate has grown by 4 bars in the period.

The premium bar market remains fragmented and continues to present the Group with a significant opportunity to grow, albeit in a measured and prudent way. The Group's focus will continue to be providing premium bars for young, sophisticated professionals and students who are seeking added value through superior service and a high quality experience. We remain focussed on delivering the most aspirational venue available in any given location.

The financial highlights are fully reported on in the strategic report; however I am pleased with the progress for the year.

The Group is well financed having repaid out of the proceeds of the listing £7.3 million of shareholder debt at the time of the IPO. Net debt at the period end stood at £2.0 million (2013: £8.2 million). To finance our growth the Group has extended its revolving credit facility with Barclays Bank from £1.5 million to £5 million.

Since the year end we have signed leases for two new sites in Sheffield and Liverpool. Additionally, after the year end, a major investment was made in refurbishing and reconfiguring Embargo renaming it Embargo Republica. Eclectic continues to consider single site and asset group acquisitions and currently has a good pipeline.

I am pleased to announce that the Group intends to pay a special dividend in the current financial year of 2.5p per share.

Board

One of the Group's key objectives was to enhance the balance, skills and compliance of the Board through the selection of appropriately qualified independent Non-Executive Directors. I am delighted to welcome Clive Watson to the Board who joined on listing, Richard Kleiner who joined on 14^th February 2014 and Leigh Nicolson who joined the Board after the year end on the 29 July 2014 having worked within the Group since 2006. Combined with the current directors the Board now has a combination of PLC experience and expertise as well as a deep understanding and knowledge of the sector which will serve it well for the future.

Outlook

The Board remains confident and excited about the future of the Company. Following the IPO we have the right financial structure to take advantage of the opportunities which may become available for further site or group acquisitions. We continue to innovate to be able to deliver the high quality experience that our sophisticated customer base expects. With the benefits of investment made and the new sites for the current year, we look forward to delivering further progress.

Jim Fallon

Chairman

30 September 2014

Chief Executive's Review

Eclectic Bar Group Plc (the Group), is a leading operator of 23 (21 at the end of the financial year) premium bars located in major towns and cities across the UK.

Eclectic Bar Group Plc began trading on the 19^th November 2013 and was formed to acquire all the share capital of Eclectic Bars Limited, in a share for share exchange.  On 28th November, Eclectic Bar Group Plc listed on AIM, a part of the London Stock Exchange.  The Group raised £10.5 million in new equity, which was used to pay costs of £1.4 million (£0.8 million of costs were directly related to the issue of new shares and £0.6m to the cost of listing and the reorganisation) and to repay shareholder loan and interest of £7.4 million, leaving £1.7 million in cash for the Group to fund organic growth prospects and the acquisition of new sites and small groups of sites.

The Group's strategy

The primary expected avenue of growth for the Group over the coming years is through the acquisition and, development of new sites and small groups of sites together with a new focus on driving further food revenues into the bar estate.

Eclectic's business platform provides the perfect framework for the variety of brands that the Group owns.  This variety in our businesses enables us to pick the right concept for the location and community within which it is situated, whilst maintaining the Group's focus on a premium customer base and standardisation of processes and supply.

It is anticipated that the majority of new sites will be in major cities and towns where there is also a university population. The Group targets a 30 per cent. EBITDA return on new acquisitions and 25 per cent. on redevelopments of existing sites in the first 12 months post-acquisition or re-development. The Group is targeting the addition to its portfolio of two to three new sites per annum, and currently has a strong pipeline in place.

The Group finances its new acquisitions and developments with cash generated from operating activities and bank funding as appropriate.

Eclectic's estate has a national geographic spread in key university cities and towns which provide a vibrant night time economy and the demographics to support premium bars.

Review of the Group's activities during the year

The estate has continued to be developed during the reporting period. Eclectic acquired 4 new venues and carried out the refit of one existing site:

·      Coalition Bar in Brighton, Eclectic's 18th site, was acquired in October 2013. Located in the Kings Road Arches on the sea front, the venue has a large outside terrace on the beach, a 24 hour licence and a capacity of 600. It is open five nights a week, and regularly hosts live music events and headline DJ acts. The enviable location coupled with the large beach terrace gives great opportunities for food, drinks and events.

·      Coyote Wild in Derby, the Group's 19th venue, was also acquired in October 2013. This freehold site is a listed building on three floors, located in Derby city centre. This has been converted into the Group's Lola Lo brand and opened in April 2014. The traditional Lola Lo music mix of credible club classics and contemporary beats provides night-time entertainment, along with regular club nights and live performances. The introduction of the "Island Grill" menu is typically Tiki and encourages early evening diners to the venue.

·      Manchester Deansgate Locks, Eclectic's 20th site, opened as a Lola Lo in the middle of December on the same stretch as Sakura (which opened on the Locks in October 2010). The 560 capacity venue is on three levels and includes three bars and two DJ booths, together with quirky features such as a "dress up box" in the high energy area on the lower ground floor and the first shop selling branded T-shirts and all things Tiki - puffer-fish lampshades, books and the brand's highly-desirable signature Tiki mugs. This venue offers food from the "Island Grill" menu featuring a similar food offering to Derby. 

·      Madame Geisha in Brighton, was acquired in March 2013, and was re-launched at the end of March 2014, showcasing Eclectic's newest "speakeasy" concept, Dirty Blonde.  The external appearance of the business appears as a pawnbroker's shop behind which is two floors of bars and booth seating for drinking and casual dining. The food offering incorporates dishes from the five boroughs of New York together with an extensive range of spirits, champagnes, wines and beers on offer.

·      Lowlander Grand Café bar and brasserie in London's Covent Garden, was acquired at the end of March 2014. Lowlander is a Belgian Grand Café providing an all-day offer with a strong food element and a vast selection of predominantly Belgian speciality and craft beers. The business is very well established with a strong presence in Covent Garden and provides the basis for a national roll out over time. The customer base is in line with the other businesses in the Group and cross-selling opportunities will offer synergy benefits.

Significant events that have taken place since the year end

The Group continues to seek and identify development opportunities across its existing estate to enhance the profitability of the Group.

The Group operates in a fragmented marketplace with strong potential to grow by site acquisition and purchase of small groups across the UK's major conurbations.

Since the year end the Group has:

·      Signed an agreement to lease on a 20 year term, a new site in Liverpool.  The Group intends to develop this unit in the financial year ending June 2015 to Lola Lo, bringing the total number of Lola Lo units to 11. The new acquisition is subject to the satisfactory outcome of planning and licensing applications.

·      Signed a new 20 year lease on a site in Sheffield, , bringing the total number of sites to 23. The property is situated on the popular West Street, set over two levels with ground floor and first floor totalling 6,500 square feet and also includes its own exclusive outside area. The Group intends to develop this unit in the financial year ending June 2015 to a Lola Lo and will include the Group's popular 'Island Grill' food offering.

·      On the 18 July 2014 a new intermediate holding company was formed called Eclectic Icon Ltd. This company is a 100% subsidiary of Eclectic Bar Group Plc.

In a share sale and purchase agreement dated 24 July 2014  Eclectic Bar Group Plc  agreed to transfer 100% of its holding in Eclectic Bars Ltd (6,300,000 ordinary shares of £0.0001) to Eclectic Icon Limited in return for the allotment and issue of 14,999,999 ordinary shares in that company.

On the same day Eclectic Icon Ltd carried out a capital reduction whereby its share capital was reduced from £15,000,000 divided into 15,000,000 shares of £1.00 each to £1,500,000 divided into 15,000,000 shares of £0.10 each, thereby creating £13,500,000 of realised profits which would be available in the future for distribution by way of dividends to Eclectic Bar Group Plc.

·      Finally, the Group has also concluded a significant extension on the Embargo Republica, Kings Road lease to 2033. The club and terrace space has been upgraded and the venue refitted over the summer to include the facility for the introduction of live music and fully reopened at the end of August 2014.

Finance review

The key highlights on the trading for the year are:

·      Revenue on continuing operations was up 11.7% at £23.0 million (2013: £20.6 million)

·      Revenue including discontinued operation was up 10.1% at £23.3 million (2013: £21.2 million)

·      Group EBITDA on all operations before highlighted items was £2.9 million .(2013: £2.8 million)

·      Group EBITDA on all operations after highlighted items (costs associated with the listing and new openings)  was £1.7 million  (2013 £2.8 million)

·      Group EBITDA on continuing operations before highlighted items was up 14.1% at £2.6 million (2013: 2.3 million).

·      Group EBITDA on continuing operations after highlighted items (costs associated with the listing and new openings) was £1.3 million. (2013: £2.2 million).

·      Profit before tax and highlighted items increased to £1.0 million up 10.0% on the prior year (2013: £0.9 million).

·      Loss before tax (including discontinued operations) and after highlighted items (the costs associated with the listing and new openings) was £0.2 million (2013: profit of £0.9 million).

·      Adjusted earnings per share diluted was 9.4 pence- before discontinued operations 6.9 pence

·      Loss per share diluted was 2.7 pence and before discontinued operations 5.2 pence

At the end of July 2012, Eclectic entered into a management contract to operate 33 restaurants, bars and nightclubs on behalf of PBR Leisure Limited.  This 14 month contract ended on the 20 October 2013, after PBR successfully disposed of The Living Room business and a number of other sites. The results from these operations are shown in the income statement as discontinued.

Balance Sheet

In December 2013 the Group repaid all outstanding capital and interest in relation to the previous shareholder loan totalling £7.4 million.

On the 18 March 2014 the Group agreed new banking facilities with Barclays Bank increasing its Revolving Credit Facility from £1.5 million to £5 million, improved interest terms and simplified covenants.  This will now provide the Group with additional cash resources to take advantage of acquisition opportunities when they arise.

At the period end the Group had:

·      a term facility of £0.8 million (2013: £1.4 million) with repayments of £0.65 million due in the next 12 months,

·      an RCF facility of £5.0 million with £1.7 million drawn (2013: £nil), and

·      cash balances of £0.5 million (2013: £0.6 million).

Key Performance indicators

The Groups key performance indicators are focused on the continued expansion of the Group to drive revenues and EBITDA growth. Through this growth the Group will be able to offer good career prospects for our staff and great food, drink and entertainment for our premium customers and ensure regular dividends are paid to our shareholders.

Group Revenue performance versus the prior period;

The group will continue to drive sales through acquisition and development, together with a strong focus over the coming year to further increase food sales where the opportunity arises.

·      Revenue on continuing operations was up 11.7% at £23.0 million (2013: £20.6 million).

·      Total revenue including discontinued operation was up 10.1% at £23.3 million (2013: £21.2 million).

·      The Group intends to pay 2.5pence as a special dividend.

New site acquisitions

The Group continues to acquire and develop new sites and we believe the key to this success is to focus on the best locations, good rent cover and the right concept for the customer and location.

·      We have acquired 4 new sites this year.

·      We focus on the long term quality of new site acquisitions rather than the quantity of units.

Growth in Group EBITDA on continuing operations before highlighted items

EBITDA is a key metric for the valuation of the Group's business.

We continue to focus on driving site EBITDA through new acquisitions and developments

·      Group EBITDA on all operations before highlighted items was up 3.3% at  £2.9 million .(2013: £2.8 million)

·      Group EBITDA on continuing operations before highlighted items was up 14.1% at £2.6 million (2013: £2.2 million).

 

Consolidated income statement - UNAUDITED

For the 52 weeks ended 29 June 2014

	52 weeks ended 29 June 2014	Discontinued operations	Total including discontinued operations		53 weeks ended 30 June 2013 Restated*		Discontinued operations				Total including discontinued operations
	£'000	£'000	£'000		£'000		£'000				£'000
Revenue	22,958	371	23,329		20,551		646				21,197
Cost of sales	(5,011)	-	(5,011)		(4,334)		-				(4,334)
-
Gross profit	17,947	371	18,318		16,217		646				16,863
Operating expenses - excluding highlighted items	(16,828)	(42)	(16,870)		(15,126)		(91)				(15,217)
Operating expenses - highlighted items	(1,225)	-	(1,225)		(30)		-				(30)
Total operating expenses	(18,053)	(42)	(18,095)		(15,156)		(91)				(15,247)
Operating profit - before highlighted items	1,119	329	1,448		1,091		555				1,646
Highlighted items - operating expenses	(1,225)	-	(1,225)		(30)		-				(30)
Operating profit/(loss)	(106)	329	223		1,061		555				1,616
Finance revenue	3	-	3		2		-				2
Finance cost	(407)	-	(407)		(699)		-				(699)
Profit before tax and highlighted items	715	329	1,044		394		555				949
Highlighted items	(1,225)	-	(1,225)		(30)		-				(30)
Profit/(loss) on ordinary activities before taxation	(510)	329	(181)		364		555				919
Taxation on ordinary activities	(15)	(74)	(89)		(271)		(86)				(357)
Profit/(loss) for the year from continuing operations	(525)				93
Profit after tax from discontinued operations	255				469
Loss for the year	(270)				562
(Loss)/Earnings per share - Basic***	(5.2)p	2.5p	(2.7)p		1.5p		7.4p				8.9p
Adjusted** earnings per share - Basic***	6.9p	2.5p	9.4p		2.0p		7.4p				9.4p
(Loss)/Earnings per share - Diluted	(5.2)p	2.5p	(2.7)p		1.5p		7.4p				8.9p
Adjusted** earnings per share - Diluted	6.9p	2.5p	9.4p		2.0p		7.4p				9.4p
*     See prior year restatement note 3
**   Adjusted basic and diluted earnings per share are calculated based on the profit for the period adjusted for highlighted items
*** 2014 basic weighted average number of shares in issue 10.17m (2013: 6.30m)

 

Consolidated Balance Sheet - UNAUDITED

As at 29 June 2014

	As at 29 June 2014		As at 30 June 2013		As at 25 June 2012
			Restated		Restated
	£'000		£'000		£'000
Non current assets
Intangible assets	5,465		4,598		4,193
Property, plant & equipment	8,269		5,436		5,849
Deferred tax assets	92		117		259
	13,826		10,151		10,301
Current assets
Inventories	455		306		264
Trade and other receivables	1,650		1,296		1,107
Income tax receivable	9		-		-
Cash and cash equivalents	461		558		286
	2,575		2,160		1,657
TOTAL ASSETS	16,401		12,311		11,958
EQUITY
Issued share capital	3,231		-		-
Share Premium	8,093		-		-
Merger reserve	(1,575)		-		-
Other reserve	76		-		-
Retained earnings	147		416		(145)
Equity attributable to equity shareholders of the parent	9,972		416		(145)
TOTAL EQUITY	9,972		416		(145)
LIABILITIES
Current liabilities
Trade and other payables	3,387		2,558		2,455
Other financial liabilities	671		676		687
Income tax payable	-		74		-
	4,058		3,308		3,142
Non-Current liabilities
Deferred tax liability	568		480		339
Other financial liabilities	1,801		8,107		8,622
	2,369		8,587		8,961
TOTAL LIABILITIES	6,427		11,895		12,103
TOTAL EQUITY AND LIABILITIES	16,399		12,311		11,958

These consolidated financial statements have been approved by the Board of Directors and signed on its behalf by:

J A Smith, Director

 

 

Consolidated statement of cash flows - UNAUDITED

For the 52 weeks ended 29 June 2014

	52 weeks to		53 weeks to
	29 June 2014		30 June 2013
			Restated
	£'000		£'000
Operating activities
(Loss)/Profit before tax from continuing operations	(510)		364
Profit before tax from discontinued operations	329		555
Net finance costs	404		697
Depreciation of property, plant and equipment	1,448		1,158
Profit/(loss) on disposal of property, plant and equipment	(9)		102
Share based payment expense	76		-
(Increase) in inventories	(108)		(26)
Decrease/(increase) in trade and other receivables	15		(140)
Increase in trade and other payables	776		56
Interest received	3		3
Interest paid	(416)		(856)
Income tax paid	(84)		-
Net cash flow from operating activities	1,924		1,913
Investing activities (from continuing operations)
Purchase of property, plant & equipment and intangible assets	(3,178)		(747)
Acquisition of business net of cash	(1,775)		(523)
Proceeds from disposal of property, plant & equipment	49		-
Net cash flows used in investing activities	(4,904)		(1,270)
Financing activities (from continuing operations)
Proceeds from borrowings	2,450		1,950
Repayment of borrowings	(9,192)		(2,289)
Proceeds from IPO	10,500		0
IPO costs recognised directly in equity	(851)		0
Capital element on finance lease rental payments	(24)		(32)
Net cash flows used in financing activities	2,883		(371)
Net increase/(decrease) in cash and cash equivalents	(97)		272
Cash and cash equivalents at beginning of period	558		286
Cash and cash equivalents at year end date	461		558

 

Consolidated statement of changes in equity - UNAUDITED

For the 52 weeks ended 29 June 2014

	Issued share capital	Share Premium	Other reserves	Merger reserve	Retained earnings/ (deficit)	Total shareholders' equity
	£'000	£'000	£'000	£'000	£'000	£'000
At 30 June 2013 - restated	-	-	-	-	416	416
Capital restructuring	1,575	-	-	(1,575)	-	-
Issue of shares	1,656	8,944	-	-	-	10,600
Share based payments charge	-	-	76	-	-	76
IPO costs taken to equity	-	(851)	-	-	-	(851)
Loss for the period	-	-	-	-	(270)	(270)
At 29 June 2014	3,231	8,093	76	(1,575)	146	9,971

Notes to the consolidated financial statements

For the 52 week period ended 29 June 2014

1.    Accounting policies

Eclectic Bar Group Plc is a public limited company incorporated and domiciled in England and Wales. The company's ordinary shares are traded on the Alternative Investment Market. Its registered address is 36 Drury Lane, London, WC2B 5RR. Both the immediate and ultimate parent of the group is Eclectic Bar Group Plc.

Basis of preparation

This unaudited preliminary consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards (IFRSs) as adopted by the European Union as they will be applied in preparing the  financial statements of the group for the period ended 29 June 2014 applied in accordance with the Companies Act 2006. These are consistent with the accounting policies set out in the Eclectic Bar Group Plc Admission document for the 53 weeks ended 30 June 2013.

This announcement was approved by the Board of directors on 29 September 2014. The preliminary results for the 52 weeks ended 29 June 2014 are unaudited. The financial information set out in this announcement does not constitute the Company's statutory accounts for the 52 weeks ended 29 June 2014 or 30 June 2013. . The financial statements for the year 53 weeks ended 30 June 2013 have been delivered to the Registrar of Companies. The Group financial statements for 2014 will be filed with the Registrar in due course.

The Group financial statements are presented in sterling and all values are rounded to the nearest thousand pounds (£000) except when otherwise indicated.

The Group financial statements have been prepared under the historical cost convention.

The financial statements are prepared on a 52 or 53 week basis up to the last Sunday in June each year (2014: 52 week year ended 29 June 2014 2013: 53 week year ended 30 June 2013).  The notes to the consolidated financial statements are on this basis.

2.    Significant accounting estimates and assumptions

The preparation of the group and parent company's financial statements requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the statement of financial position date, amounts reported for revenues and expenses during the year, and the disclosure of contingent liabilities, at the reporting date. However, uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amount of the assets or liability affected in the future.

In the process of applying the group and parent company's accounting policies, management has made the following estimates and assumptions which have the most significant effect on the amounts recognised in the financial statements:

Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the statement of financial position date, that have a significant risk of causing  material adjustments to the carrying amounts of assets and liabilities within the next financial year are discussed below:

Operating lease commitments

The group has entered commercial property leases as a lessee it obtains the use of property, plant and equipment. The classification of such leases as operating or finance lease requires the group to determine, based on an evaluation of the terms and conditions of the arrangements, whether it retains or acquires the significant risk and rewards of ownership of these assets and accordingly whether the lease requires an asset and liability to be recognised in the statement of financial position.

Impairment of non-financial assets

The Group's impairment test for goodwill and intangible assets with indefinite useful lives is based on a value in use calculation. The value in use calculation is based on a discounted cash flow model. The cash flows are derived from the budget and projections for the next five years and do not include restructuring activities that the Group is not yet committed to or significant future investments that will enhance the asset's performance of the cash generating unit being tested. The recoverable amount is most sensitive to the discount rate used for the discounted cash flow model as well as the expected future cash-inflows and the growth rate used for extrapolation purposes. The key assumptions used to determine the recoverable amount for the different cash generating units, including a sensitivity analysis, are disclosed further.

Deferred tax assets

Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Significant management judgement is required to determine the amount of deferred tax that can be recognised, based upon the likely timing and level of future taxable profits together with future tax planning strategies.

3.    Prior period restatement

During 2014, the Company discovered that the first set of IFRS financial statements produced in 2013 did not include an adjustment related to rent free periods on operating leases where the Company is the lessor.  Under IFRS (SIC 15), lease incentives (such as rent free periods) are treated as a reduction of the rental expense that is spread evenly over the lease term on a straight-line basis.  In contrast, UK GAAP (which the Group formerly produced accounts under) requires the incentive to be spread over the shorter of the lease term  and the period to the first rent review to market rates (UITF 28).

Lease terms are 25 years. The period to the first rent review to market rates is 5 years. The Group's accounts have therefore been restated to reflect the significantly longer period of time over which the lease incentive is spread. The impact of this restatement can be summarised as follows:

	Reported	Rent free adjustment	Restated
	£'000	£'000	£'000
As at 24 June 2012
Balance sheet
Deferred tax asset	241	18	259
Retained (losses)/earnings	(91)	(55)	(145)
Trade and other payables	2,382	73	2,455
As at 30 June 2013
Income statement:
Total operating expenses	(15,205)	(42)	(15,247)
Operating profit	1,658	(42)	1,616
Taxation charge on ordinary activities	(365)	8	(357)
Profit/(Loss) and total comprehensive income for the period	596	(34)	562
Balance sheet
Deferred tax asset	91	26	117
Retained earnings/(deficit)	505	(88)	416
Trade and other payables	2,443	115	2,558

4.    Highlighted items

Highlighted items are treated as such if the matters are material and fall within one of the categories below:

a)  Restructuring costs of the group (including costs associated with listing of the Group on AIM);

b)  Acquisition costs and pre-opening costs relating to new refit sites.

Acquisition and pre-opening costs are highlighted because they are one-off costs that are unique to each development. These are therefore split out in order to aid comparability with prior periods.

	2014		2013
	£'000		£'000
Acquisition and pre-opening costs
Acquisition costs	159		30
Site pre-opening costs	174		-
	333		30
Costs associated with the listing
Restructuring costs associated with IPO	175		-
Share issue costs	399		-
Listing costs	33		-
IFRS 2 Share based payment charge	76		-
Listing  bonus payments	209		-
	892		-
Total	1,225		30

The above items have been highlighted to give a better understand of non-comparable costs included in the Consolidated Income Statement for this period.

Costs of £399,000 relate to the issuing of new ordinary shares in the Company. These together with £33,000 listing costs and restructuring costs of £175,000 relate to the listing of the business on the Alternative Investment Market (AIM) in November 2013. These costs are one off in nature and will not reoccur in subsequent years. Acquisition costs of £159,000 (2013: £30,000) have been included. These relate to the one-off costs of purchasing new sites in London, Derby, Brighton and Manchester. Site opening costs of £174,000 have also been highlighted. These relate to the one-off opening costs of Manchester Lola Lo, Derby Lola Lo, Dirty Blonde and Lowlander.

Additional costs of £851k relating to the issuing of new equity have been allocated against reserves in accordance with IFRS.

5.    Income tax - effective rate of tax.

The effective tax rate for the year is (49)% (2013: 39%), reflecting a tax charge of £89k on a loss before tax for the Group of £181k. The tax charge principally arises due to non-tax deductible expenses being incurred in the period, in particular professional fees incurred in connection with the company's stock market listing.

6.    Segmental information

The following tables present revenue and loss and certain asset and liability information regarding the Group's business segments for the period ended 29 June 2014. The contract operation of bars represents a discontinued operation, meaning that the Group consisted of just one segment as at the year-end date of 29 June 2014.

		Period ended 29 June 2014				Period ended 30 June 2013 restated
		Owned bars	Contract operation of bars	Total		Owned bars	Contract operation of bars	Total
		£'000	£'000	£'000		£'000	£'000	£'000
Revenue
Sales to external customers		22,958	371	23,329		20,551	646	21,197
Group operating (loss)/profit		(106)	329	223		1,061	555	1,616
Net finance cost		(404)	-	(404)		(697)	-	(697)
(Loss)/profit before taxation		(510)	329	(181)		364	555	919
Assets and liabilities
Segment assets		16,401	-	16,401		12,311	-	12,311
Segment liabilities		6,427	-	6,427		11,895	-	11,895

The Group has included additional disclosure on the face of the income statement to make clear the contribution to Revenue, Profit before tax and Profit after tax of the operations to be discontinued in 2014.

7.    Movement in cash and cash equivalents reconciled to movements in debt

	2014	2013
	£'000	£'000
(Decrease)/increase in cash and cash equivalents	(97)	272
Repayment of loan to Avanti Capital Plc	7,303	-
(Increase)/decrease in other borrowings	(562)	339
Decrease/(increase) in debt resulting from cash flows	6,644	611
Other non-cash movements	(427)	184
Decrease in net debt in the period	6,217	795
Net debt at start of period	(8,228)	(9,023)
Net debt  at end of period	(2,011)	(8,228)

8.    Earnings per share

Basic earnings per share amounts are calculated by dividing net income for the period attributable to ordinary shareholders of Eclectic Bar Group Plc by the weighted average number of ordinary shares outstanding during the year.

Diluted earnings per share amounts are calculated by dividing the net profit attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares.

The following reflects the income and share data used in the basic and diluted earnings per share computations

Basic earnings per share

			Period ended			Period ended
	Continuing operations	Discontinued operations	29 June 2014	Continuing operations	Discontinued operations	30 June 2013
(Loss)/profit for the period (£'000)	(525)	255	(270)	93	469	562
Basic weighted number of shares (number)	10,173,068	10,173,068	10,173,068	6,300,000	6,300,000	6,300,000
Loss)/earnings per share (pence) - Basic (pence)	(5.2)	2.5	(2.7)	1.5	7.4	8.9

Basic adjusted earnings per share

			Period ended			Period ended
	Continuing operations	Discontinued operations	29 June 2014	Continuing operations	Discontinued Operations	30 June 2013
Profit for the period before highlighted items (£'000)	700	255	955	123	469	592
Basic adjusted weighted number of shares (number)	10,173,068	10,173,068	10,173,068	6,300,000	6,300,000	6,300,000
Adjusted earnings per share - Basic (pence)	6.9	2.5	9.4	2.0	7.4	9.4

Diluted basic earnings per share

The impact of dilutive shares on the weighted average number of shares is summarised below:

	Number
Weighted average number of shares for Basic EPS	10,173,068
Dilutive effect of share options	24,893
Weighted average number of share for Diluted EPS	10,197,961

As the Group made a loss from continuing operations, all potential ordinary shares are deemed to be anti-dilutive. Therefore the diluted and basic earnings per share for continuing operations are the same. No share options were in issue for the prior period, therefore there were no dilutive shares in the comparative period.

			Period ended			Period ended
	Continuing operations	Discontinued operations	29 June 2014	Continuing operations	Discontinued operations	30 June 2013
(Loss)/profit for the period (£'000)	(525)	255	(270)	93	469	562
Diluted weighted number of shares (number)	10,173,068	10,197,961	10,173,068	6,300,000	6,300,000	6,300,000
(Loss)/earnings per share (pence) - Diluted (pence)	(5.2)	2.5	(2.7)	1.5	7.4	8.9

Adjusted diluted earnings per share

			Period ended			Period ended
	Continuing operations	Discontinued operations	29 June 2014	Continuing operations	Discontinued operations	30 June 2013
Profit for the period (£'000)	700	255	955	123	469	592
Diluted weighted number of shares (number)	10,197,961	10,197,961	10,197,961	6,300,000	6,300,000	6,300,000
(Loss)/earnings per share (pence) - Adjusted diluted (pence)	6.9	2.5	9.4	2.0	7.4	9.4

9.    Reconciliation to EBITDA

Group profit before tax can be reconciled to Group EBITDA as follows:

	Period ended 29 June 2014	Period ended 30 June 2013
	£'000	£'000
(Loss)/profit  before tax for the year	(181)	919
Add back depreciation	1,448	1,158
Add back net finance cost	404	697
Add back highlighted items	1,225	30
Group EBITDA before highlighted items	2,896	2,804
Discontinued operations	(329)	(555)
Group EBITDA on continuing operations before highlighted items	2,567	2,249

 

END

 

 

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