26 September 2018
The Barkby Group PLC
("Barkby" or the "Company")
Interim Results for the six months ended 30 June 2018
The Barkby Group PLC (NEX: BARK), is pleased to announce its interim results for the six months ended 30 June 2018.
Enquiries:
The Barkby Group PLC |
+44 (0) 330 333 8265 |
Rupert Fraser, Chief Executive Officer
|
|
Allenby Capital (NEX Exchange Corporate Adviser and Broker) |
+44 (0) 20 3328 5656 |
Jeremy Porter/Asha Chotai
|
|
Camarco (Financial PR) |
+44 (0) 20 3757 4994 |
Jennifer Renwick/Jane Glover
|
|
THE BARKBY GROUP PLC
INTERIM RESULTS
I am pleased to present the interim results for The Barkby Group plc for the six months ended 30 June 2018.
On 26 June 2018 the Company completed the acquisition of the assets and business of a boutique hospitality group focused on premium gastropubs, inns and function spaces in Gloucestershire and Oxfordshire, comprising three gastropubs with 38 hotel rooms (the "Acquisition"). As previously stated, Barkby will seek to grow through the acquisition of other properties in the hospitality sector, a number of which have been presented to Barkby and are currently being reviewed.
The quarter ending 31 July 2018 saw strong trading across the three gastropubs: unaudited management accounts show revenues for that quarter amounted to £949,643, with profit before tax* and exceptional items (IPO costs) of £132,777. The new controls and management systems implemented by Barkby have provided considerable improvements, suppliers have been rationalised and staffing rotas driven by customer needs. In the quarter to 31 July 2018, occupancy rates across all three sites were also ahead of management's expectations, reaching an average of 77% due to an improved offering and better use of social media marketing and booking platforms.
Trading during August 2018 has also continued at equally strong levels, with occupancy rates continuing to increase, reaching an average of 85% for the month.
*after amortisation, depreciation and interest
As the Company did not complete a reverse takeover under the AIM rules within a year of the Company becoming an AIM Rule 15 cash shell, the Company's ordinary shares ceased to be admitted to trading on AIM on 22 January 2018. In conjunction with the Acquisition, the Company achieved admission to the NEX Exchange Growth Market ("Admission"). On Admission, the Company had a market capitalisation of approximately £3.42 million based on the issue price of 9p.
In conjunction with Admission, the Company also undertook a share consolidation and changed its name from Sovereign Mines of Africa PLC to The Barkby Group PLC.
The total consideration for the Acquisition is up to £1,205,000, payable as an initial consideration of £645,000, which was satisfied as £125,000 in cash and £520,000 through the issue of ordinary shares in the Company, and deferred consideration of up to £560,000, which is payable in tranches subject to the satisfaction of certain profit targets over the next three years ending 31 May 2021. In addition, the Company assumed certain liabilities associated with the three gastropubs.
The Directors believe that the Acquisition represents a transformational step in respect of the Company's future and an opportunity to benefit from an established business, which the Company believes provides a platform for significant growth through expansion to other properties. Having seen the opportunity with the high-end demographic of customer that the gastropubs target and serve, the Board will also consider the acquisition of other complementary assets and businesses that serve a similar demographic.
We would like to thank all our shareholders for their continued support during this period of change within the Company and we look forward to the second half of 2018 with confidence.
Financial
The financial results presented in this report cover the six-month period to 30 June 2018 and therefore prior to the Acquisition and a period where the Company had no operating business whilst it sought a suitable business acquisition.
The Company reports a loss from continuing operations of £541,584 for the six-month period ended 30 June 2018, compared to a loss of £95,433 for the corresponding period in 2017. The loss in the period represents the costs of completing the Acquisition, admission to the NEX Exchange Growth Market and running the Company during this transitional phase.
The Company had cash resources of £348,530 at 30 June 2018 which, together with the funds raised at the time of the Acquisition and available bank facilities, will provide sufficient finance to cover the Company's ongoing expenditure.
Chairman
26 September 2018
THE BARKBY GROUP PLC
UNAUDITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Six months ended 30 June 2018
|
Note |
Six months ended 30-Jun-18 Unaudited £ |
|
Six months ended 30-Jun-17 Unaudited £ |
|
Year ended 31-Dec-17 Audited £ |
|
Turnover |
|
44,312 |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
Administrative costs |
|
|
|
|
|
|
|
Other administrative expenses |
1/2 |
(509,681) |
|
(95,433) |
|
(370,922) |
|
Finance income |
|
1,399 |
|
0 |
|
584,660 |
|
|
|
|
|
|
|
|
|
Profit/ (loss) on ordinary activities before taxation |
|
(463,970) |
|
(95,433) |
|
213,738 |
|
|
|
|
|
|
|
|
|
Tax on profit/ (loss) on ordinary activities |
|
- |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
Profit/ (loss) for the financial period from continuing operations |
|
(463,970) |
|
(95,433) |
|
213,738 |
|
|
|
|
|
|
|
|
|
Profit from discontinued operations |
|
- |
|
656,140 |
|
- |
|
|
|
|
|
|
|
|
|
Profit/ (Loss) for the period attributable to owners of the parent |
|
(463,970) |
|
560,707 |
|
213,738 |
|
|
|
|
|
|
|
|
|
Other comprehensive income |
|
|
|
|
|
|
|
Revaluation of available for sale investments |
|
- |
|
144,894 |
|
- |
|
|
|
|
|
|
|
|
|
Total comprehensive income/ (loss) for the period attributable to owners of the parent |
|
(463,970) |
|
705,601 |
|
213,738 |
|
|
|
|
|
|
|
|
|
Total comprehensive income/ (loss) attributable to owners of the parent arising from: |
|
|
|
|
|
|
|
Continuing operations |
|
(463,970) |
|
(95,433) |
|
213,738 |
|
Discontinued operations |
|
|
|
801,034 |
|
|
|
|
|
(463,970) |
|
705,601 |
|
213,738 |
|
|
|
|
|
|
|
|
|
Earnings/ (loss) per ordinary share (pence) |
|
|
|
|
|
|
|
From continuing and discontinued operations: |
|
|
|
|
|
|
|
Basic and diluted |
3 |
(1.22) |
|
0.065 |
|
0.02 |
|
THE BARKBY GROUP PLC
UNAUDITED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2018
|
Note |
As at 30-Jun-18 Unaudited £ |
|
As at 30-Jun-17 Unaudited £ |
|
As at 30-Dec-17 Audited £ |
FIXED ASSETS |
|
|
|
|
|
|
Tangible assets |
4 |
948,329 |
|
- |
|
- |
Available for sale financial assets |
|
- |
|
801,034 |
|
|
Intangible assets |
|
918,550 |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
1,866,879 |
|
801,034 |
|
- |
|
|
|
|
|
|
|
CURRENT ASSTES |
|
|
|
|
|
|
Other receivables |
|
203,488 |
|
11,652 |
|
13,529 |
Cash at bank |
|
528,811 |
|
278,235 |
|
615,108 |
|
|
732,299 |
|
298,887 |
|
628,637 |
|
|
|
|
|
|
|
CURRENT LIABILITIES |
|
|
|
|
|
|
Trade and other payables |
|
(853,136) |
|
(27,348) |
|
(50,857) |
|
|
|
|
|
|
|
NET CURRENT ASSETS |
|
1,746,042 |
|
262,539 |
|
577,780 |
|
|
|
|
|
|
|
LONG TERM LIABILITIES |
5 |
(563,279) |
|
- |
|
- |
|
|
|
|
|
|
|
NET ASSETS |
|
1,182,763 |
|
1,063,573 |
|
577,780 |
|
|
|
|
|
|
|
EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY |
|
|
|
|
|
|
Share capital |
6 |
125,228 |
|
3,163,589 |
|
3,163,589 |
Share premium account |
|
6,591,878 |
|
5,563,520 |
|
5,563,520 |
Reconstruction reserve |
|
|
|
(586,100) |
|
|
Share-based payment reserve |
|
702,167 |
|
696,097 |
|
702,167 |
Capital redemption reserve |
|
3,077,503 |
|
|
|
|
Retained earnings |
|
(9,314,013) |
|
(7,773,533) |
|
(8,851,496) |
|
|
|
|
|
|
|
TOTAL EQUITY |
|
1,182,763 |
|
1,063,573 |
|
577,780 |
|
|
|
|
|
|
|
THE BARKBY GROUP PLC
UNAUDITED CONSOLIDATED CASH FLOW STATEMENT
Six months ended 30 June 2018
|
|
Six months to |
|
Six months to |
|
Year ended |
|
|
|
30-Jun-18 |
|
30-Jun-17 |
|
31-Dec-17 |
|
|
|
Unaudited |
|
Unaudited |
|
Audited |
|
|
|
£ |
|
£ |
|
£ |
|
|
|
|
|
|
|
|
|
Net cashflow used in operating activities |
|
(87,696) |
|
(121,211) |
|
(368,998) |
|
|
|
|
|
|
|
|
|
Finance income |
|
1,399 |
|
- |
|
584,660 |
|
|
|
|
|
|
|
|
|
Net decrease in cash and cash equivalents |
|
(86,297) |
|
(121,211) |
|
215,662 |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of period |
|
615,108 |
|
399,446 |
|
399,446 |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
|
528,811 |
|
278,235 |
|
615,108 |
|
|
|
|
|
|
|
|
|
All cashflows are from continuing operations.
THE BARKBY GROUP PLC
UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Six months ended 30 June 2018
|
Share capital |
|
Share premium |
|
Reconstruction reserve |
|
Capital redemption reserve |
|
Share-based payment reserve |
|
Retained earnings |
|
Total |
|
£ |
|
£ |
|
£ |
|
£ |
|
£ |
|
£ |
|
£ |
At 1 January 2017 |
3,163,589 |
|
5,563,520 |
|
(586,100) |
|
- |
|
690,126 |
|
(8,479,134) |
|
352,001 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss and total comprehensive income for six months to 30 June 2017 |
- |
|
- |
|
- |
|
- |
|
- |
|
705,601 |
|
705,601 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based payment experience |
- |
|
- |
|
- |
|
- |
|
5,971 |
|
- |
|
5,971 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 30 June 2017 |
3,163,589 |
|
5,563,520 |
|
(586,100) |
|
- |
|
696,097 |
|
(7,773,533) |
|
1,063,573 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss and total comprehensive income for six months to 31 December 2017 |
- |
|
- |
|
- |
|
- |
|
- |
|
(1,077,963) |
|
(1,077,963) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconstruction movement |
- |
|
- |
|
586,100 |
|
- |
|
- |
|
- |
|
586,100 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based payment experience |
- |
|
- |
|
- |
|
- |
|
6,070 |
|
- |
|
6,070 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2017 |
3,163,589 |
|
5,563,520 |
|
- |
|
- |
|
702,167 |
|
(8,851,496) |
|
577,780 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income for six months ended 30 June 2018 |
- |
|
- |
|
- |
|
- |
|
- |
|
(463,970) |
|
(463,970) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructure of equity after purchase of asset |
(3,038,361) |
|
1,028,358 |
|
- |
|
3,077,503 |
|
- |
|
1,453 |
|
1,068,953 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 30 June 2018 |
125,228 |
|
6,591,878 |
|
- |
|
3,077,503 |
|
702,167 |
|
(9,314,013) |
|
1,182,763 |
THE BARKBY GROUP PLC
Notes to the interim consolidated financial information
Six months ended 30 June 2018
1. GENERAL
These unaudited consolidated interim financial statements are for the six months ended 30 June 2018. They do not include all the information required for full annual financial statements and should be read in conjunction with the consolidated financial statements for the year ended 31 December 2017, which were prepared under International Financial Reporting Standards ("IFRS") as adopted by the European Union ("EU"). A number of new standards, amendments to existing standards and interpretations were effective from 1 January 2017.
The statutory accounts for the year ended 31 December 2017 have been filed with the Registrar of Companies. Those accounts have received an unqualified audit report and did not contain statements or matters to which the auditors drew attention under the Act.
The Directors are satisfied that the Company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, these interim financial statements have been prepared on a going concern basis as the Directors are of the opinion that the Company has sufficient funds to meet their ongoing working capital and committed capital expenditure requirements
The interim financial information is unaudited, but has been reviewed by the Company's auditor. The Company's operations are not subject to seasonality or cyclicality. No dividend has been declared or paid in this interim period.
2. ACCOUNTING POLICIES
The principal accounting policies and methods of computation have remained unchanged from those used in the preparation of the 2017 annual financial statements and are expected to be used for the 31 December 2018 annual financial statements.
THE BARKBY GROUP PLC
Notes to the interim consolidated financial information
Six months ended 30 June 2018
3. LOSS/EARNINGS PER SHARE
|
|
Six months to 30-Jun-18 Unaudited |
|
Six months to 30-Jun-17 Unaudited |
|
Year ended 31-Dec-17 Audited |
|
|
|
|
|
|
|
|
|
Weighted average number of ordinary shares in issue |
|
37,947,751 |
|
860,858,859 |
|
860,858,859 |
|
Dilutive potential ordinary shares |
|
- |
|
- |
|
150,000,000 |
|
|
|
37,947,751 |
|
860,858,859 |
|
1,010,858,859 |
|
|
|
|
|
|
|
|
|
Profit / (loss) after taxation (£) |
|
|
|
|
|
|
|
From continuing operations |
|
(463,970) |
|
(95,433) |
|
213,738 |
|
From discontinued operations |
|
- |
|
656,140 |
|
- |
|
|
|
(463,970) |
|
560,707 |
|
213,738 |
|
|
|
|
|
|
|
|
|
Basic earnings/(loss) per share (pence) |
|
|
|
|
|
|
|
From continuing operations |
|
(1.22) |
|
0.065 |
|
0.02 |
|
4. FIXED ASSETS
|
|
Six months to 30-Jun-18 Unaudited |
|
Six months ended 30-Jun-17 Unaudited |
|
Year ended 31-Dec-17 Audited |
|
||||||
Tangible assets |
|
£ |
|
£ |
|
£ |
|
||||||
The Plough - Freehold |
|
671,866 |
|
- |
|
- |
|||||||
Fixtures & Fittings |
|
152,018 |
|
- |
|
- |
|||||||
Computer Equipment |
|
6,012 |
|
- |
|
- |
|||||||
Kitchen Equipment |
|
118,433 |
|
- |
|
- |
|||||||
|
|
|
|
|
|
|
|
||||||
Total tangible assets |
|
948,329 |
|
- |
|
- |
|
||||||
|
|
|
|
|
|
|
|
||||||
Intangible assets |
|
|
|
|
|
|
|
||||||
Available for sale financial assets |
|
|
|
801,034 |
|
|
|
||||||
Investment in subsidiary |
|
918,550 |
|
- |
|
- |
|
||||||
|
|
|
|
|
|
|
|
||||||
Total Fixed Assets |
|
1,866,879 |
|
801,034 |
|
- |
|
||||||
THE BARKBY GROUP PLC
Notes to the interim consolidated financial information
Six months ended 30 June 2018
5. LONG TERM LIABILITIES
|
|
Six months to 30-Jun-18 Unaudited |
|
Six months ended 30-Jun-17 Unaudited |
|
Year ended 31-Dec-17 Audited |
|
|
£ |
|
£ |
|
£ |
Long Term Liabilities |
|
|
|
|
|
|
Directors loans - Seb & Lana Snow |
|
(25,076) |
|
- |
|
- |
Kitchen equipment leases |
|
28,355 |
|
- |
|
- |
Contingent investment |
|
560,000 |
|
- |
|
- |
|
|
|
|
|
|
|
Total Long Term Liabilities |
|
563,279 |
|
- |
|
- |
6. SHARE CAPITAL
Issued and fully paid:
|
2018 |
2017 |
2018 |
2017 |
|
No. of shares |
No. of shares |
£ |
£ |
|
|
|
|
|
Ordinary shares of £0.0001 each |
37,947,751 |
860,859,050 |
125,228 |
3,163,589 |
|
================== |
================== |
============= |
============== |
7. COPIES OF INTERIM REPORT
Copies of the interim report are available to the public from the Company at Lakeside Fountain Lane, St Mellons, Cardiff, United Kingdom, CF3 0FB during normal office hours, Saturdays and Sundays excepted, for 14 days from today and are available on the website at www.barkbygroup.com.