28 June 2024
Tasty plc
("Tasty" or the "Company")
Final results for the 53 weeks ended 31
December 2023
Tasty (AIM: TAST), the owner and operator of
restaurants in the casual dining sector, announces its annual
results for the 53 week period ended 31 December 2023.
Key
Highlights
·
Revenue of £46.9m (2022: £44.0m); an increase of
6.5% year-on-year
·
Adjusted EBITDA1 (post IFRS 16) of
£4.4m (2022: £2.6m); an increase of £1.8m
·
Cost of living crisis and interest rate rises
continued to significantly impact FY23 revenue and inflationary
pressure on labour, food and utilities continue to adversely affect
profitability
·
Post-year end decisive action taken to stabilise
and transform the business through a Restructuring Plan sanctioned
by the High Court on 4 June 2024
·
Post-year end operational and head office savings
realised and additional £750,000 working capital for the Group
provided by secured loan
·
Post Restructuring Plan - 37 sites trading
(including 7 renegotiated rent agreements) - tail of the estate cut
significantly and 19 loss-making sites/onerous leases
exited
·
The Group is now on a secure footing for
potential future growth
[1] Adjusted for
depreciation, amortisation and highlighted items including
share-based payments and impairments.
The report and accounts for the 53 week period
ended 31 December 2023 will be available on the Company's website
at https://dimt.co.uk/investor-relations/
today.
Certain of
the information contained within this announcement is deemed by the
Company to constitute inside information as stipulated under the UK
version of the EU Market Abuse Regulation (596/2014). Upon
publication of this announcement via a regulatory information
service, this information is considered to be in the public
domain.
For further
information, please contact:
|
Tasty
plc
|
Tel: 020 7637 1166
|
|
Jonny Plant, Chief Executive
|
|
|
Cavendish
Capital Markets Limited
(Nominated adviser and
broker)
|
|
|
Katy Birkin/George Lawson
|
Tel: 020 7220 0500
|
Chairman's statement
I am pleased to be reporting on the Group's
annual results for the 53 week period ended 31 December 2023 and
the comparative 52 week period ended 25 December 2022.
Post year-end, the Board took considered
action to reshape the Group's estate and correct the trading
decline and the projected EBITDA loss trajectory. The Board
believes that the decisions taken have placed the Group on a firm
footing to enable growth in the future. In arriving at the
best course of action to take, the Board evaluated the Group's
strategic and restructuring options, given its performance both
during 2023 and since the beginning of the calendar year, and
assessed what was in the best interests of shareholders and
creditors as a whole. This culminated in the post year-end Court
and creditor sanctioned restructuring plan (the "Restructuring
Plan").
Under the Restructuring Plan, 1 dim t, 10
Wildwood, 2 non-trading and 3 sub-let sites have closed and the
liabilities compromised (by way of a compromise with the Group's
creditors binding secured creditors, unsecured creditors and
compromising members' rights), further site leases have been
renegotiated and a £750,000 convertible loan was injected into the
Group. The Board is confident that these corrective steps will
position the Group for a positive future with a profitable estate
and the right cost base for future growth and expansion.
Further details of the Restructuring Plan are set out below in the
Strategic Report. As at the period end, the Group comprised 53
restaurants: 6 dim t and 47 Wildwood restaurants. Despite the Group
delivering 4.1% like for like sales growth, the continuing
increased utility, food and labour costs hampered the Group's
performance. Footfall continued to be affected by the work from
home culture post Covid, transportation strikes and bad weather
occurring during important trading periods of the year, as well as
the pressure on consumer spend as living costs continue to
increase.
Delivery and takeaway weakened during the
year, without a corresponding move towards a dine-in
experience. Performance for the start of 2024 was
disappointing with year to date like for like sales only 0.2%
positive.
The Board expects the Group's performance to
continue to be impacted by energy costs, labour costs and
increasing food costs, pressure on consumer spend as well as the
negative impact on sales of events including the Euros 2024, the
Olympics and the upcoming General Election. However, an uplift is
expected towards the end of the year when a new Government will be
in place and the Group will have a reached a period of stability
post restructuring plan with the all the benefits of the smaller,
more profitable estate the cost efficiencies will be
apparent.
We regret that we had to make the difficult
decision to make redundancies as a result of the Restructuring
Plan. It is especially upsetting to lose loyal and dedicated
employees at every level but we believe this action will protect
the long-term security of the Group and the remaining employees. We
wish everyone who we were unable to retain, good luck for the
future and we are extremely grateful for all their hard work and
support over the years.
Dividend
The Board does not propose to recommend a
dividend (2022: £nil).
Outlook
The Board believes that the Restructuring Plan
will allow the Group to stabilise towards the end of the year, with
a significant improvement in EBITDA performance expected over the
next two years through site rationalisation and other tangible cost
savings. We are hopeful that the Restructuring Plan will
allow the Group to meet new opportunities in the sector in 2025
beyond its existing operations, including exploring new concepts,
attracting new audiences and considering potential
partnerships.
Keith Lassman
Chairman
27 June 2024
Strategic report for the 53
weeks ended 31 December 2023
Business
Review
Tasty operates two concepts in the casual dining
market: Wildwood and dim t.
Wildwood
Aimed at a broad market, our 'Pizza, Pasta,
Grill' restaurant remains the Group's main focus. Our sites are
primarily based on the high street. However, our estate comprises a
number of leisure, retail and tourist locations that have
historically traded well, highlighting the broad appeal of the
offering. Located nationally, mainly outside of London, Wildwood is
currently trading from 33 branded restaurants.
dim
t
Our pan-Asian restaurant now trades from 4
sites, serving a wide range of dishes, including dim sum, noodles,
soup and curry.
Introduction
The hospitality industry continues to navigate
a landscape marked with significant challenges and
uncertainty. Customer numbers continue to be affected by rail
strikes, a continuation of working from home culture post Covid and
cost of living crisis. Despite these struggles, sales revenue
growth in 2023 was positive. Summer traded particularly well as
people enjoyed "staycations" and Christmas performance surpassed
management expectations. A competitively priced Christmas set
menu proved popular and like for like sales improved.
There has been a continuation of shift from
the early weekday trade to the weekend. Using our
extensive customer database we have been able to strategically
target specific sites on these quieter days and have avoided
blanket aggressive discounting and promotions.
Delivery and takeaway have slowed as customers
look to cut back on non-essential spend and without a corresponding
shift to a dine-in experience. We believe value,
well-targeted promotions and quality of product and service are the
focus to improve demand.
Energy
costs
Seasonal prices shifted from high volatility
in 2022 to relative stability in 2023. With the energy price
cap falling in 2023 we entered a fixed price contract for both
electricity and gas at the start of September 2023 and ending in
June 2024 and have reset the new contracts at a further reduced
rate.
Offering
We are constantly reviewing our
menu and increasing the choice of options, including set price two
and three course menus. The Head of Food and our central kitchen
production have significantly improved our food quality and
consistency, and this is evident by the customer feedback surveys.
With approximately three menu changes a year, we can adapt products
to suit availability and changing tastes and we always review ways
to offer vegan and gluten-free a greater choice. To ensure we are
accessible to a broader consumer group, we have maintained a very
low entry price point for both pizza and pasta for Wildwood and
noodles for dim t - dishes which continue to be very popular with
our customers.
People
The business continues to concentrate on
creating an environment to retain the best talent. The
training and development of our kitchen and front of house teams is
a key part of our people strategy.
A new recruitment system has been rolled out
across the Group which has improved candidate selection and
retention. We have undertaken a comprehensive review of our
employee training and engagement which will both produce a better
customer experience and improve employee satisfaction and
development. The full implementation of this project is now
complete and we expect to see the benefits in terms of enhanced
customer service and improvements in staff retention.
Increases in April 2024 of the National Living
Wage and general inflationary wage pressures will inevitably result
in higher labour costs, which will be impossible to absorb
completely. We continue to be committed to improving labour
efficiency through a focus on the trading day-parts, forecasting
and scheduling, and where possible, simplifying the
menu.
We strengthened and rationalised
our management structure and senior teams across all areas with
some investment in food, marketing and the learning and development
team.
We regret that we had to make the
difficult decision to make a number of redundancies as a result of
the necessary Restructuring Plan. It is especially upsetting to
lose loyal and dedicated employees at every level, but we believe
this action will protect the long-term security of the Group and
the remaining employees. We wish everyone who we were unable to
retain, good luck for the future and we are extremely grateful for
all their hard work and support over the years.
Suppliers
Supply has been relatively consistent with
minor disruptions and prices have been generally stable. We
are thankful to suppliers that continue to work with us and have
supported us through our restructuring.
Property
The Group has successfully sold and
surrendered two underperforming restaurants and compromised 23
other leases in the tail of the estate. The Group is currently
trading out of 37 units with 7 of those leases compromised through
the Restructuring Plan. The Group will consider expansion or other
opportunities over the next few months. There are restaurant
refresh programmes as well as some overdue capital expenditure
which will be considered in the second half of the year.
Events since
the year end
Following a period of external challenges
which have impacted the Group's business and trading performance,
the Board concluded that it was in the best interests of the Group,
to enter a restructuring plan under 26A of the Company's Act 2006
to return the business to profitability and secure its long-term
future. The Restructuring Plan was sanctioned by the High Court on
4 June 2024.
In order to fund the Restructuring Plan and
provide additional working capital, the Group entered a loan
agreement with a secured creditor for £750,000. The loan is
required to be discharged by 31 December 2024, or later if agreed
by both the Group and the lender, by either:
•
Payment, purchase, redemption or discharge in any other form
agreed in writing between the Group and the Lender (including,
subject to shareholder approval, conversion of the loan into
equity); or if not
•
Payment in cash in an amount equal to £2.6m
The Group has entered into a side agreement in
relation to the loan to enable conversion of the principal amount
of the loan to ordinary shares of £0.001 each in the capital of the
Company at a conversion price of £0.0146, subject to and
conditional on shareholder approval.
The Group has received irrevocable
undertakings to vote in favour of the necessary share allotment
authority resolutions in relation to the conversion, representing
approximately 35 per cent of the current issued share capital of
the Company.
On 9 April 2024 the Group closed nine trading
sites, three sub-lets and two non-trading sites with a further two
trading sites closing in May 2024. An additional seven sites are
trading on a new flexible basis under significantly reduced rent
terms.
The Group has entered a Time to Pay
arrangement with HMRC in relation to PAYE and VAT arrears of £2.1m
which are expected to be paid in full by April 2025. HMRC is
excluded from the Restructuring Plan and continues to be paid in
the normal course of business.
In accordance with the terms of the
Restructuring Plan payments to local authorities in respect of
business rates and council tax were not paid in April and May
2024.
Under the Restructuring Plan, the sum of
£525,000 will be paid to compromise creditors in three equal
tranches in August 2024, March 2025 and June 2025. Based on
the current claim values this will result in a dividend of 4.17p/£
to Plan Creditors. In addition, such creditors will benefit
from the participation in the Restructuring Plan Surplus Fund which
will also allow them to share in the upside of the Group achieving
its EBITDA in 2024.
Current
trading and outlook
Performance for the year to-date is behind
management expectations, due largely to the cost of living crisis
and the initial impact of the Restructuring Plan. However, the
outlook post restructuring is positive. With underlying labour
issues easing, inflation tailing off and the expected positive
impact of the Restructuring Plan, as previously announced, the
Group should see an uplift in profitability towards the end of the
year.
The rationalisation of loss-making restaurants
and a reduced central overhead will enable significant EBITDA and
efficiency improvements between 2024 to 2025 to counter the
disruption caused by the restructuring in the first half of
2024.
Financial review
Highlighted
Items
The Group recognises a number of charges in
the financial statements which arise under accounting rules and
have no cash impact. These charges include share-based payments and
impairments to fixed assets. The above items are included under
'highlighted items' in the statement of comprehensive income and
further detailed in Note 5. These items, due to their nature, will
fluctuate significantly year-on-year and are, therefore,
highlighted to give more detail on the Group's trading
performance.
Full year
results and key performance indicators
The Directors continue to use a number of
performance metrics to manage the business but, as with most
businesses, the focus on the income statement at the top level is
on each of sales, EBITDA before highlighted items, and operating
profit before highlighted items compared to the previous year. All
key performance indicators that adjust for highlighted items do not
constitute statutory or GAAP measures.
The table below shows key performance indicators
both before and after IFRS 16:
|
|
Post IFRS
16
|
|
Pre IFRS
16
|
|
|
Post IFRS
16
|
|
|
53 weeks
ended
|
|
53 weeks
ended
|
|
|
52 weeks
ended
|
|
|
31 December
|
|
31 December
|
|
|
25
December
|
|
|
2023
|
|
2023
|
|
|
2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-financial
|
|
|
|
|
|
|
|
Sites at year end
|
53
|
|
53
|
|
|
54
|
|
Open sites
|
51
|
|
51
|
|
|
52
|
|
|
|
|
|
|
|
|
|
Financial
|
£'000
|
|
£'000
|
|
|
£'000
|
|
Sales
|
46,910
|
|
46,910
|
|
|
44,027
|
|
EBITDA before highlighted items
|
4,377
|
|
(922)
|
|
|
2,621
|
|
Depreciation of PP&E and
amortisation
|
(1,589)
|
|
(1,658)
|
|
|
(1,667)
|
|
Depreciation of right-of-use assets (IFRS
16)
|
(2,524)
|
|
-
|
|
|
(2,641)
|
|
|
|
|
|
|
|
|
|
Operating profit/(loss) before highlighted
items
|
264
|
|
(2,580)
|
|
|
(1,687)
|
Sales were £46.9m, up 6.5% on the
corresponding period which was impacted by restricted trading
(2022: £44.0m) and EBITDA before highlighted items was £4.4m (2022:
£2.6m). The EBITDA loss before highlighted items and IFRS 16
adjustments was £0.9m (2022: £2.6m loss).
Operating profit before highlighted items (see
Note 5) was £0.3m (pre-IFRS 16 equivalent: £2.6m loss, 2022: £4.4m
loss).
The impact of the implementation of IFRS 16
"Leases" from 2020 has resulted in both depreciation on
Right-of-use ("ROU") assets for leases and also the interest charge
on lease liabilities being greater than the charge for rent that
would have been reported pre-IFRS 16; the net impact on the
reported loss for 2023 is £0.5m (2022: £0.3m). We have reviewed the
impairment provision across the ROU assets and fixed assets and
have made a net provision of £12.3m (2022: £2.3m).
After considering all of the non-trade
adjustments, the Group reports a loss after tax for the period of
£14.5m (2022: £6.4m loss after tax). Net cash inflow for the period
before financing was £2.4m (2022: £2.8m inflow) and is driven by a
net cash inflow from operating activities of £2.5m (2022:
£4.4m).
As at 31 December 2023, the Group had no
outstanding bank loan (2022: nil) after repaying the Barclays Bank
facility in full in June 2022. Cash at bank at the end of the
period was £4.2m (2022: £7.0m). Capital investment decreased
to £0.3m (2022: £1.6m). Prior year capital investment included
Loughton dim t new opening of £0.5m, mini refurbishments of £0.4m
and capital expenditure catch up post Covid.
Principal
risks and uncertainties
The Directors have the primary responsibility
for identifying the principal risks the business faces and for
developing appropriate policies to manage those risks.
|
Risks and
uncertainties
|
Mitigation
|
|
Cashflow and
liquidity
The impact of cost-of-living crisis and other
trading conditions on cashflow and liquidity
|
Cash preservation has been a key focus over
the last few years. The Group monitors cash balances and prepares
regular forecasts which are reviewed by the Board. These
forecasts include our best estimates and judgements based on
currently available information and the current environment. In
addition, management will apply sensitivities to assess the impact
of actual results or events impacting on future cash
flows.
The Group also has an unutilised £250,000
overdraft facility.
Post year end the Group received a loan of
£750,000 to fund the Restructuring Plan and provide working
capital.
|
|
Utilities and
Cost of Living Crisis
|
The biggest challenge faced by the Group, and
many other businesses, has been the increase in utility prices. We
continue to work with our energy broker to mitigate costs by
focusing on reducing consumption and increasing efficiency.
The Group's energy contracts have been fixed to September 2025
benefitting from an approximate 10% reduction on the previous
contract.
The increased energy prices and the
cost-of-living crisis have impacted the economy and we have
reviewed our menu prices to mitigate some inflationary
pressures.
|
|
Market
Conditions and "Brexit"
Economic uncertainty and impact of the UK
leaving the European Union ("Brexit") could reduce customer
confidence / spending.
|
Brexit has impacted food and drink primarily
in the form of cost inflation and shortages of certain
products.
We work closely with our suppliers on assured
supply and regularly re-tender prices. To minimise the impact of
food cost increases we consider menu engineering and review
recipes.
|
|
Competition
The casual dining market faces new competition
on a regular basis.
|
To mitigate this risk, we continue to invest
in and renew our offering whilst maintaining accessibility, staying
committed to quality and the overall customer
experience.
We constantly review marketing initiatives to
ensure that we remain relevant to our consumers and ahead of the
competition. We review performance and success whilst exploring new
opportunities.
|
|
People
Loss of key staff and inability to hire the
right people in a competitive labour market.
|
We have continued to focus on selection,
induction, training and retention of our employees. The Group has
made significant improvements in its selection process, onboarding
training programmes and career development and as a consequence
staff retention (outside of the necessary redundancies made as a
result of the Restructuring Plan) is the highest since pre
Covid. New HR and recruitment systems have been established
and proposed to provide consistent and swift support to all
colleagues. We have also strengthened our teams.
The Group offers competitive remuneration and
is reviewing its overall benefits package.
|
|
Food
standards and safety
Failing to meet safety standards
|
The Group engages in regular internal and
external compliance audits to ensure all sites are complying with
regulations. Job-specific training that covers relevant regulations
is provided to all staff on induction and whenever else necessary.
Online reporting systems are utilised on a daily basis to gather
relevant information on compliance.
The Group regularly reviews the latest
Government guidelines and best practice regarding allergens. The
Group's activities are subject to a wide range of laws and
regulations, and we seek to comply with legislation and best
practice at all times.
|
|
Supply
Chain
A major failure of a key supplier or
distributor could cause significant business
interruption.
|
The Group monitors suppliers
closely. In the event of a failure by a key supplier we have
contingency plans in place to minimise disruption and where
possible, we maintain buffer stock of high-risk
products.
|
On behalf of the Board.
Daniel Jonathan Plant
Chief Executive
Officer
27 June 2024
Consolidated statement of comprehensive
income
for the 53 weeks ended 31 December
2023
|
|
|
Note
|
|
53 weeks ended 31 December
2023
|
|
52 weeks ended 25 December
2022
|
|
|
|
|
|
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
3
|
|
46,910
|
|
44,027
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales
|
|
|
(44,754)
|
|
(44,123)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
profit/ (loss)
|
|
|
2,156
|
|
(96)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income
|
3
|
|
374
|
|
414
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
(14,840)
|
|
(4,370)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
profit/ (loss) before highlighted items
|
|
|
264
|
|
(1,687)
|
|
|
|
|
Highlighted items
|
5
|
|
(12,574)
|
|
(2,365)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss
|
4
|
|
(12,310)
|
|
(4,052)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance income
|
6
|
|
140
|
|
41
|
|
|
|
|
Finance expense
|
6
|
|
(2,303)
|
|
(2,421)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before income tax
|
|
|
(14,473)
|
|
(6,432)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax
|
9
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss and total comprehensive loss for the
period
|
|
|
(14,473)
|
|
(6,432)
|
|
|
|
|
Earnings per share for loss attributable to the ordinary equity
holders of the company
|
|
|
|
|
|
|
|
Basic earnings per share
|
|
10
|
(9.89p)
|
|
(4.40p)
|
|
|
Diluted earnings per share
|
|
10
|
(8.89p)
|
|
(4.03p)
|
The notes below form part of these financial statements.
Consolidated statement of changes in equity
for the 53 weeks ended 31 December
2023
|
|
|
Share capital
|
Share premium
|
Merger reserve
|
Retained earnings
|
Total
|
|
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 26
December 2021
|
6,061
|
24,254
|
992
|
(26,981)
|
4,326
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss for the
period
|
-
|
-
|
-
|
(6,432)
|
(6,432)
|
|
|
|
|
|
|
|
|
|
|
|
|
Transactions
with owners in their capacity as owners:
|
|
|
|
|
|
|
|
|
Share based payments
|
-
|
-
|
-
|
58
|
58
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 25
December 2022
|
6,061
|
24,254
|
992
|
(33,355)
|
(2,048)
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income for the
period
|
-
|
-
|
-
|
(14,473)
|
(14,473)
|
|
|
|
|
|
|
|
|
|
|
|
|
Transactions
with owners in their capacity as owners:
|
|
|
|
|
|
|
|
|
Share based payments
|
-
|
-
|
-
|
11
|
11
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 31
December 2023
|
6,061
|
24,254
|
992
|
(47,817)
|
(16,510)
|
|
The notes below form part of these financial
statements.
Company statement of changes in equity
for the 53 weeks ended 31 December
2023
|
|
|
Share capital
|
Share premium
|
Retained profit
|
Total
|
|
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at 26 December 2021
|
6,061
|
24,254
|
(23,145)
|
7,170
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss for the
period
|
-
|
-
|
(674)
|
(674)
|
|
|
|
Transactions
with owners in their capacity as owners:
|
|
|
|
|
|
|
|
Share based payments
|
-
|
-
|
58
|
58
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at 25 December 2022
|
6,061
|
24,254
|
(23,761)
|
6,554
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss for the
period
|
-
|
-
|
(1,176)
|
(1,176)
|
|
|
|
Transactions
with owners in their capacity as owners:
|
|
|
|
|
|
|
|
Share based payments
|
-
|
-
|
11
|
11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at 31 December 2023
|
6,061
|
24,254
|
(24,926)
|
5,389
|
|
|
|
|
|
|
|
|
|
The notes below form part of these financial
statements.
Consolidated balance sheet
At 31 December 2023
|
|
|
|
|
31 December
2023
|
|
25 December
2022
|
|
|
|
|
|
Note
|
|
£'000
|
|
£'000
|
|
|
|
|
Non-current
assets
|
|
|
|
|
|
|
|
|
|
Intangible assets
|
12
|
|
31
|
|
25
|
|
|
|
|
Property, plant and equipment
|
13
|
|
12,248
|
|
17,694
|
|
|
|
|
Right-of-use assets
|
13
|
|
23,289
|
|
32,513
|
|
|
|
|
Other non-current assets
|
17
|
|
65
|
|
65
|
|
|
|
|
|
|
|
35,633
|
|
50,297
|
|
|
|
|
Current
assets
|
|
|
|
|
|
|
|
|
|
Inventories
|
16
|
|
1,921
|
|
2,191
|
|
|
|
|
Trade and other receivables
|
17
|
|
1,541
|
|
1,633
|
|
|
|
|
Cash and cash equivalents
|
|
|
4,177
|
|
7,002
|
|
|
|
|
|
|
|
7,639
|
|
10,826
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
assets
|
|
|
43,272
|
|
61,123
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
liabilities
|
|
|
|
|
|
|
|
|
|
Trade and other payables
|
18
|
|
(10,403)
|
|
(12,393)
|
|
|
|
|
Lease liabilities
|
14
|
|
(2,186)
|
|
(1,953)
|
|
|
|
|
|
|
|
(12,589)
|
|
(14,346)
|
|
|
|
|
Non-current
liabilities
|
|
|
|
|
|
|
|
|
|
Provisions
|
19
|
|
(342)
|
|
(339)
|
|
|
|
|
Lease liabilities
|
14
|
|
(46,745)
|
|
(48,358)
|
|
|
|
|
Other Payables
|
18
|
|
(106)
|
|
(128)
|
|
|
|
|
|
|
|
(47,193)
|
|
(48,825)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
liabilities
|
|
|
(59,782)
|
|
(63,171)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net
(liabilities)/ assets
|
|
|
(16,510)
|
|
(2,048)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
Share capital
|
22
|
|
6,061
|
|
6,061
|
|
|
|
|
Share premium
|
23
|
|
24,254
|
|
24,254
|
|
|
|
|
Merger reserve
|
23
|
|
992
|
|
992
|
|
|
|
|
Retained deficit
|
23
|
|
(47,817)
|
|
(33,355)
|
|
|
|
|
Total
equity
|
|
|
(16,510)
|
|
(2,048)
|
|
|
|
|
|
|
|
|
|
|
|
|
The financial statements were approved by the
Board of Directors of the Company and authorised for issue on 27
June 2024 and signed on their behalf by Daniel Jonathan
Plant.
The notes below form part of these financial
statements.
Company balance sheet
At
31 December 2023
Company number: 5826464
|
|
|
Note
|
|
31 December
2023
|
|
25 December
2022
|
|
|
|
|
|
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current
assets
|
|
|
|
|
|
|
|
|
|
Investments
|
15
|
|
3,403
|
|
3,392
|
|
|
|
|
Other non-current assets
|
17
|
|
1,986
|
|
3,162
|
|
|
|
|
Total net assets
|
|
|
5,389
|
|
6,554
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
Share capital
|
22
|
|
6,061
|
|
6,061
|
|
|
|
|
Share premium
|
23
|
|
24,254
|
|
24,254
|
|
|
|
|
Retained deficit
|
23
|
|
(24,926)
|
|
(23,761)
|
|
|
|
|
Total equity
|
|
|
5,389
|
|
6,554
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Parent Company, Tasty plc, has taken
advantage of the exemption in s408 of the Companies Act 2006 not to
publish its own income statement. The Parent Company made a loss of
£1.2m (2022 - loss of £0.7m) for the period.
The Parent Company has not recognised leases
under IFRS 16 in its balance sheet as management have concluded
that the substance of the leases is held by the subsidiary, Took Us
A Long Time Ltd ("TUALT") and recognised within its Company
accounts.
The financial statements were approved by the
board of directors of the Company and authorised for issue on 27
June 2024 and signed on their behalf by Daniel Jonathan
Plant.
Consolidated statement of cash flows
For the 53 weeks ended 31 December
2023
|
|
|
Note
|
|
53 weeks ended 31 December
2023
|
|
52 weeks ended 25 December
2022
|
|
|
|
|
|
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
activities
|
|
|
|
|
|
|
|
|
|
Cash generated from operations
|
28
|
|
2,532
|
|
4,444
|
|
|
|
|
Net cash inflow from operating
activities
|
|
|
2,532
|
|
4,444
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing
activities
|
|
|
|
|
|
|
|
|
|
Costs due to sale of property, plant and
equipment
|
|
|
(50)
|
|
-
|
|
|
|
|
Purchase of intangible assets
|
|
|
(9)
|
|
-
|
|
|
|
|
Purchase of property, plant and
equipment
|
13
|
|
(250)
|
|
(1,645)
|
|
|
|
|
Interest received
|
|
|
140
|
|
41
|
|
|
|
|
Net cash outflow from investing
activities
|
|
|
(169)
|
|
(1,604)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing
activities
|
|
|
|
|
|
|
|
|
|
Bank loan repayment
|
31
|
|
-
|
|
(1,250)
|
|
|
|
|
Finance expense
|
6
|
|
(2,303)
|
|
(2,421)
|
|
|
|
|
Principal paid on lease liabilities
|
31
|
|
(2,885)
|
|
(3,172)
|
|
|
|
|
Net cash used in financing
activities
|
|
|
(5,188)
|
|
(6,843)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase in cash and cash
equivalents
|
|
|
(2,825)
|
|
(4,003)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents brought
forward
|
|
|
7,002
|
|
11,055
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents as at the end of the
period
|
|
|
4,177
|
|
7,002
|
|
|
The notes below form part of these financial
statements.
Company statement of cash flows
For the 53 weeks ended 31 December
2023
|
|
|
Note
|
|
53 weeks ended 31 December
2023
|
|
52 weeks ended 25 December
2022
|
|
|
|
|
|
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
activities
|
|
|
|
|
|
|
|
|
|
Cash generated from operations
|
|
|
-
|
|
-
|
|
|
|
|
Net cash outflow from operating
activities
|
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing
activities
|
|
|
|
|
|
|
|
|
|
Net proceeds from issues of ordinary
shares
|
|
|
-
|
|
-
|
|
|
|
|
Net cash flows used in financing
activities
|
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase in cash and cash
equivalents
|
|
|
-
|
|
-
|
|
|
|
|
Cash and cash equivalents brought
forward
|
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents as at the end of the
period
|
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
The notes below form part of these financial
statements.
Notes
forming part of the
financial statements for the 53 weeks ended 31 December
2023
1 Accounting
policies
Tasty plc ("Tasty") is a publicly
listed company incorporated and domiciled in England and Wales. The
Company's ordinary shares are quoted on AIM. Tasty's registered address is 32 Charlotte Street, London,
WC1T 2NQ. The Group's principal activity is the operation of
restaurants.
(a) Statement of compliance
These financial statements of the
Group and Company have been prepared in accordance with
International Financial Reporting Standards, International
Accounting Standards and Interpretations (collectively IFRS) issued
by the International Accounting Standards Board (IASB) as adopted
by the United Kingdom ("adopted IFRSs"). These financial statements
have also been prepared in accordance with those parts of the
Companies Act 2006 that are relevant to companies that prepare
their financial statements in accordance with IFRS.
(b) Basis of preparation
The financial statements cover the
53-week period ended 31 December 2023, with a comparative period of
the 52-week period ended 25 December 2022. The financial statements
are presented in sterling, rounded to the nearest thousand and are
prepared on the historical cost basis. The accounting policies of
the Company are consistent with the policies adopted by the
Group.
(c) Going concern
As at 31 December 2023, the Group had net
liabilities of £16.5m (2022: net liabilities of £2.0m). The Group
meets its day-to-day working capital requirements through the
generation of operating cashflow, equity raises and bank
finance. The Group's principal sources of funding are:
· Issues of ordinary share capital in the Company on
AIM.
·
Bank debt when required - the Group has a modest
£250,000 overdraft facility.
At the time of approving the financial
statements, the Directors have a reasonable expectation that the
Group has adequate resources to continue in operational existence
for the foreseeable future. In reaching this conclusion the
Directors have prepared cash flows to the end of December 2025 to
include the positive impact of the Restructuring Plan. The
cash flows have included, amongst other things, sensitivity
analysis to model the effect of changing economic assumptions in
relation to cost increases and the associated cost of living
crisis. The Group's energy contracts have been fixed to
September 2025 benefitting from an approximate 10% reduction, food
costs have been somewhat mitigated through menu changes and the
Bank of England has forecasted inflation to fall further in
2024. Nevertheless, the Directors expect the trading
environment to remain challenging for the remainder of
2024.
The £750,000 loan is intended to be converted
to equity at the earliest opportunity contingent on shareholder
approval. The Group has received irrevocable undertakings to
vote in favour of the necessary share allotment authority
resolutions in relation to the conversion, representing
approximately 35 per cent of the current issued share capital of
the Company. Given the terms of the loan, the Directors are
very confident shareholders will approve the conversion at a
General Meeting to be convened shortly.
However, it is recognised that there is
material uncertainty around the loan note converting to equity
until shareholder approval to the required resolutions has been
received which may cast doubt on the Group's ability to continue as
a going concern.
(d) Leases
Group's accounting policies for
leases are as follows:
Lessee accounting
IFRS 16 distinguishes between leases and
service contracts on the basis of whether the use of an identified
asset is controlled by the customer. Control is considered to exist
if the customer has:
•
The right to obtain substantially all of the
economic benefits from the use of an identified asset;
and
•
The right to direct the use of that asset in
exchange for consideration.
All leases are accounted for by recognising a
right-of-use asset and a lease liability except for:
•
Leases of low value assets, and
•
Leases with a duration of 12 months or
less.
Subsequent to initial measurement lease
liabilities increase as a result of interest charged at a constant
rate on the balance outstanding and are reduced for lease payments
made. Right-of-use assets are amortised on a straight-line basis
over the remaining term of the lease.
The Group's leases are held across
Tasty plc or Took Us Long Time Ltd ("TUALT"). In determining
where the assets and liabilities should be accounted for, we have
reviewed which entity derives the benefit and rights to use the
asset. In assessing this we have reviewed where the trade
occurs, where staff are employed and where day to day activity is
managed from. We have concluded that the substance of the
lease is that it is held by TUALT and accordingly recognised the
lease liabilities within the TUALT company financial
statements.
The lease liabilities recognised in TUALT but
in the name of Tasty plc totalled £39m at 31 December 2023 (25
December 2022: £41m). Accordingly, this balance represents a
contingent liability for the Company only.
Lessor accounting
Under IFRS 16, a lessor continues to classify
leases as either finance leases or operating leases and account for
those two types of leases differently.
Based on an analysis of the Group's operating
leases as at 31 December 2023 on the basis of the facts and
circumstances that exist at that date, the Directors of the Group
have assessed that the impact of this change has not had any impact
on the amounts recognised in the Group's consolidated financial
statements.
Short-term leases and leases of
low-value assets
The Group has elected not to
recognise right-of-use assets and lease liabilities for short-term
leases that have a lease term of 12 months or less and leases of
low value assets. The Group recognises these payments as an expense
on a straight-line basis over the lease term. Currently the Group
has no low value assets or short-term leases.
Covid-19 related rent
concessions
IFRS 16 defines a lease
modification as a change in the scope of a lease, or the
consideration for a lease, that was not part of the original terms
and conditions of the lease. The Group has considered the Covid-19
related rent concessions and applied the lease modifications
accounting.
(e) Changes in accounting policies and
disclosures
New
standards, amendments to standards or interpretations adopted by
the Group
Amendments to accounting standards
applied in the 53 weeks ended 31 December 2023 were as
follows:
•
Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and
IFRS 16 - Interest Rate Benchmark Reform Phase 2
•
Amendment to IFRS 16 - Covid-19-Related Rent
Concessions beyond 30 June 2021
•
Annual Improvements to IFRS Standards 2018-2020
Cycle
•
Amendment to IAS 37 - Onerous Contracts: Cost of
Fulfilling a Contract
•
Amendment to IAS 1 - Classification of
Liabilities as Current or Non-current
•
Amendments to IAS 1 and IFRS Practice Statement 2
- Disclosure of Accounting Policies
•
Amendments to IAS 8 - Definition of Accounting
Estimates
The application of these did not
have a material impact on the Group's accounting treatment and has
therefore not resulted in any material changes.
New
standards, amendments to standards or interpretations not yet
adopted by the Group
The following new standards,
amendments to standards or interpretations are mandatory for the
first time for the financial years beginning on or after 1 January
2022. No standards have been early adopted by the Group.
·
IFRS 7 and IAS 7: Supplier Finance Arrangements
(effective for periods commencing on or after 1 January
2024)
·
IAS 1: Non-current liabilities with covenants
(effective for periods commencing on or after 1 January
2024)
We are currently assessing the
impact of these new accounting standards and amendments. The
amendments are not expected to have any significant impact on the
Group.
(f) Basis of
consolidation
The consolidated financial
statements consolidate the results of the Company and its
subsidiary, Took Us A Long Time Limited. The accounting period of
the subsidiary is coterminous with that of the Company.
The accounting policies of the
subsidiary are consistent with those of the Group. Inter-company
transactions, balances and unrealised gains on transactions between
group companies are eliminated.
(g) Revenue
The Group's revenue is derived from
goods and services provided to the customers from dine-in, delivery
and takeaway. Revenue is recognised at the point in time when
control of the goods has transferred or service provided to the
customer. Control passes to the customers at the point at which
food and drinks are provided and the Group has a present right for
payment.
(h) Other income
Included in Other income is rental
income from operating leases.
Rental income is recognised in
the period to which it relates and rent free periods would be
spread over the terms of the lease. The cost of these leases is
included within the cost of sales.
(i) Retirement benefits: Defined
contribution schemes
Contributions to defined
contribution pension schemes are charged to the consolidated income
statement in the period to which they relate.
(j) Share based payments
Certain employees (including Directors and
senior executives) of the Group receive remuneration in the form of
share-based payment transactions, whereby employees render services
as consideration for equity instruments (e.g. options, shares
etc).
The cost of this is measured by reference to
the fair value at the date on which they are granted. The fair
value is determined by using an appropriate pricing model (e.g.
binomial or Monte Carlo model).
The cost of equity-settled transactions is
recognised, together with a corresponding increase in equity, over
the period in which the performance and/or service conditions are
fulfilled, ending on the date on which the relevant employees
become fully entitled to the award (the vesting date). The
cumulative expense recognised for equity-settled transactions at
each reporting date until the vesting date reflects the extent to
which the vesting period has expired and the Group's best estimate
of the number of equity instruments that will ultimately vest. The
profit or loss charge or credit for a period represents the
movement in cumulative expense recognised as at the beginning and
end of that period.
No expense is recognised for awards that do
not ultimately vest, except for awards where vesting is conditional
upon a market condition, which are treated as vesting irrespective
of whether or not the market condition is satisfied, provided that
all other performance and/or service conditions are satisfied. The
dilutive effect of outstanding options is reflected as additional
share dilution in the computation of earnings per share.
(k) Borrowing costs
Borrowing costs, principally
interest charges, are recognised in the income statement in the
period in which they are incurred.
Borrowings are recognised
initially at fair value, net of transaction costs incurred.
Borrowings are subsequently carried at amortised cost; any
difference between the proceeds (net of transaction costs) and the
redemption value is recognised in the income statement over the
period of the borrowings using the effective interest
method.
Fees paid on the establishment of
loan facilities are recognised as transaction costs of the loan to
the extent that it is probable that some or all of the facility
will be drawn down. This is also applicable to fees for amendments
to the loan facilities. In this case, the fee is deferred until the
drawdown occurs. To the extent there is no evidence that it is
probable that some or all of the facility will be drawn down, the
fee is capitalised as a pre-payment for liquidity services and
amortised over the period of the facility to which it
relates.
(l) Externally acquired intangible
assets
Externally acquired intangible
assets are initially recognised at cost and subsequently amortised
on a straight-line basis over their useful economic lives. The
amortisation expense is included within the cost of sales line in
the consolidated income statement.
The significant intangibles
recognised by the Group and their useful economic lives are as
follows:
|
|
Intangible asset
|
Useful economic life
|
|
|
Trademarks
|
10 years
|
(m) Property, plant and equipment
Items of property, plant and
equipment are stated at cost less accumulated depreciation (see
below) and impairment losses.
Depreciation is provided to write off the cost or valuation, less
estimated residual values, of all fixed assets, evenly over their
expected useful lives and it is calculated at the following
rates:
|
|
Leasehold improvements
|
over the period of the lease
|
|
|
Fixtures, fittings and equipment
|
10% per annum straight line
|
|
|
Computers
|
20% per annum straight line
|
|
|
Electric Vehicle
|
20% per annum straight line
|
|
|
Right-of-use assets
|
over the period of the lease
|
Property, plant and equipment are
reviewed for impairment in accordance with IAS 36 Impairment of
Assets, when there are indications that the carrying value may not
be recoverable. Impairment charges are recognised in the statement
of comprehensive income. See note 2(d) for further
details.
(n) Non-current assets held for
sale
Non-current assets are classified
as held for sale when the Board plans to sell the assets and no
significant changes to this plan are expected. The assets must be
available for immediate sale, an active programme to find a buyer
must be underway and be expected to be concluded within 12 months
with the asset being marketed at a reasonable price in relation to
the fair value of the asset. There are currently no assets held for
sale as at 31 December 2023.
Non-current assets classified as
held for sale are measured at the lower of their carrying amount
immediately prior to being classified as held for sale and fair
value less costs of disposal. Following their classification as
held for sale, non-current assets are not depreciated.
(o) Provisions
The Group has recognised provision
for dilapidations for a number of sites, where the need to carry
out the work has been identified but a full survey and commission
has not been undertaken and therefore management has applied their
judgment in determining the provision.
(p) Loans and receivables
The Group's loans and receivables
comprise trade and other receivables and cash and cash equivalents
in the balance sheet. The Company's loans and receivables comprise
only inter-Company receivables. Cash and cash equivalents include
cash in hand and deposits held with banks. They are initially
recognised at fair value plus transaction costs that are directly
attributable to their acquisition or issue and are subsequently
carried at amortised cost using the effective interest rate method,
less provision for impairment.
Impairment provisions for trade receivables are recognised based on
the simplified approach within IFRS 9 using a provision matrix in
the determination of the lifetime expected credit losses. During
this process the probability of the non-payment of the trade
receivables is assessed. This probability is then multiplied by the
amount of the expected loss arising from default to determine the
lifetime expected credit loss for the trade receivables. For trade
receivables, which are reported net, such provisions are recorded
in a separate provision account with the loss being recognised in
the consolidated statement of comprehensive income. On confirmation
that the trade receivable will not be collectable, the gross
carrying value of the asset is written off against the associated
provision.
Impairment provisions for
receivables from the company's subsidiary recognised based on a
forward-looking expected credit loss model which uses the forecast
results of the subsidiary as a key input. The methodology used to
determine the amount of the provision is based on whether there has
been a significant increase in credit risk since initial
recognition of the financial asset. For those where the credit risk
has not increased significantly since initial recognition of the
financial asset, twelve month expected credit losses along with
gross interest income are recognised. For those for which credit
risk has increased significantly, lifetime expected credit losses
along with the gross interest income are recognised. For those that
are determined to be credit impaired, lifetime expected credit
losses along with interest income on a net basis are
recognised.
(q) Apprenticeship funding and
levy
The payments made under the levy
represent a prepayment for training services expected to be
received and is recognised as an asset until the receipt of the
service. When the training service is received, an appropriate
expense is recognised. The apprenticeship grant income is deferred
until apprentices receive training under the rule of the scheme and
we are satisfied that we have fully complied with the scheme. We
have applied an element of judgement until a full inspection is
carried out.
(r) Financial
liabilities
Financial liabilities include trade
payables, and other short-term monetary liabilities, which are
initially recognised at fair value and subsequently carried at
amortised cost.
Bank borrowings were initially
recognised at fair value and subsequently measured at amortised
cost using the effective interest method. Interest expense includes
initial transaction costs and any premium payable on redemption as
well as any interest payable while the liability is
outstanding.
(s) Inventories
Raw materials and
consumables
Inventories are stated at the lower
of cost and net realisable value. Cost comprises costs of purchase
and other costs incurred in bringing the inventories to their
present location and condition. Net realisable value is based on
estimated selling price less costs incurred up to the point of
sale.
Crockery and
utensils (Smallwares)
Smallware inventories are held at cost which
is determined by reference to the quantity in issue to each
restaurant. Smallware inventory relates to small value items which
have short life spans relating to kitchen and bar equipment. These
items are recorded under inventory as they are utilised in
providing food and beverage to customers.
(t) Taxation
Tax on the profit and loss for the
year comprises current and deferred tax. Tax is recognised in the
profit and loss except to the extent that it relates to items
recognised directly in equity, in which case it is recognised in
equity. Current tax is the expected tax payable or receivable on
the taxable income or loss for the year, using tax rates enacted or
substantively enacted at the balance sheet date, and any adjustment
to tax payable in respect of previous years.
Deferred tax assets and liabilities
are recognised where the carrying amount of an asset or liability
in the balance sheet differs from its tax base, except for
differences arising on:
·
The initial recognition of goodwill
·
The initial recognition of an asset or liability
in a transaction which is not a business combination and at the
time of the transaction affects neither accounting or taxable
profit.
Recognition of deferred tax assets
is restricted to those instances where it is probable that taxable
profit will be available against which the difference can be
utilised.
Deferred tax is provided using the balance sheet
liability method, providing for all temporary differences between
the carrying amounts of assets and liabilities recorded for
reporting purposes and the amounts used for tax
purposes.
The amount of the asset or liability is
determined using tax rates that have been enacted or substantively
enacted by the reporting date and are expected to apply when the
deferred tax liabilities or assets are settled or recovered.
Deferred tax balances are not discounted.
(u) Goodwill
Goodwill represents the difference
between the fair value of consideration paid and the carrying value
of the assets and liabilities acquired. Goodwill arose on
acquisition of a group of leases.
Goodwill is stated as originally calculated less any accumulated
provision for impairment. Goodwill is allocated to individual CGUs,
where each CGU is a restaurant, and is subject to an impairment
review at each reporting date.
(v) Investments
Investments in subsidiaries are
included in the Company's Statement of Financial Position at cost
less provision for impairment.
(w) Share capital
The Company's ordinary shares are
classified as equity instruments.
(x) Operating profit
Operating profit is stated after
all expenses, but before financial income or expenses. Highlighted
items are items of income or expense which because of their nature
and the events giving rise to them, are not directly related to the
delivery of the Group's restaurant service to its patrons and merit
separate presentation to allow shareholders to understand better
the elements of financial performance in the year, so as to
facilitate comparison with prior periods and to assess better
trends in financial performance.
(y) Earnings per share
Basic earnings per share values are
calculated by dividing net profit/(loss) for the year attributable
to ordinary equity holders of the parent by the weighted average
number of ordinary shares outstanding during the year.
2 Critical
accounting estimates and judgements
The preparation of the Group's financial
statements requires management to make certain estimates,
judgements and assumptions that affect the reported amount of
assets and liabilities, and the disclosure of contingent
liabilities at the statement of financial position date and amounts
reported for revenues and expenses during the year.
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. Estimates and judgements
are continually evaluated based on historical experience and other
factors, including expectations of future events that are believed
to be reasonable under the circumstances. In the future, actual
experience may differ from these estimates and assumptions. The
estimates and assumptions that have a significant risk of causing a
material adjustment to the carrying amounts of assets and
liabilities within the next financial period are discussed
below.
(a) Share based payments (Note 25)
The Group operates equity
share-based remuneration schemes for employees. Employee services
received and the corresponding increase in equity are measured by
reference to the fair value of the equity instruments at the date
of grant, excluding the impact of any non-market vesting
conditions. The fair value of share options is estimated by using
valuation models, such as binomial or the Monte Carlo model on the
date of grant based on certain assumptions. Those judgements,
estimates and assumptions are described in Note 26 and include,
among others, the dividend growth rate, expected volatility,
expected life of the options (for options with market conditions)
and number of options expected to vest.
(b) Accruals (Note 18)
In order to provide for all valid
liabilities which exist at the balance sheet date, the Group is
required to accrue for certain costs or expenses which have not
been invoiced and therefore the amount of which cannot be known
with certainty. Such accruals are based on management's best
estimate and past experience. Delayed
billing in some significant expense categories such as utility
costs can lead to sizeable levels of accruals. The total value of
accruals as at the balance sheet date is set out in note
18.
(c) Impairment reviews (Note
13)
In performing an impairment review
in accordance with IAS 36 it has been necessary to make estimates
and judgements regarding the future performance and cash flows
generated by individual trading units which cannot be known with
certainty. The Group views each restaurant as a separate cash
generating unit ("CGU"). Where the circumstances surrounding a
particular trading unit have changed then forecasting future
performance becomes extremely judgemental and for these reasons the
actual impairment required in the future may differ from the charge
made in the financial statements. When assessing a CGU recoverable
amount, the value in use calculation uses a discounted cash flow
model which is sensitive to the discount rate and the growth rate
used after taking into account potential sale value. The fair
values were calculated based on cash flows discounted using a
current lending rate. They are classified as level 3 fair values in
the fair value hierarchy due to the inclusion of unobservable
inputs. The cashflow projections are influenced by factors
which are inherently uncertain to forecast such as footfall and
inflation and non-controllable costs such as rates and license
costs.
All assets (ROU, fixed assets and
goodwill) are reviewed for impairment in accordance with IAS 36
Impairment of Assets, when there are indications that the carrying
value may not be recoverable. Impairment charges are recognised in
the statement of comprehensive income.
All assets are subject to
impairment tests whenever events or changes in circumstances
indicate that their carrying amount may not be recoverable. Where
the recoverable amount is higher than the carrying amount of the
CGU, no further assessment is required. Where the carrying
value of an asset or a CGU exceeds its recoverable amount (i.e. the
higher of value in use and fair value less costs to dispose of the
asset), the asset is written down accordingly. In the absence
of any information about the fair value of a CGU, the recoverable
amount is deemed to be its value in use. Value in use is calculated
using cash flows over the remaining life of the lease for the CGU
discounted at 9.75% (2022: 8%), being the rate considered to
reflect the risks associated with the CGUs. The discount rate is
based on the Group's weighted average cost of capital ("WACC") and
an allowance for risk which is used across all CGUs due to their
similar characteristics. The discount rate in 2023 has
increased in line with the Bank of England base rate. The
lease length used in the value in use calculations is management's
best estimate of the expected life at the impairment review
date.
The cost-of-living crisis has resulted in
increased uncertainty in the performance across CGUs over the
short-term future and the cashflow over the next 12 months may not
always be indicative of the future cashflows. Historically a
combination of past performance and future trading forecast is
often used as a guide in estimating future cashflow, or comparison
with similar sites. In assessing the current impairment
provision there has been a greater reliance on longer term future
forecasts as short-term forecasts are impacted by the "cost of
living crisis" and inflation. The cashflow of each CGU has been
determined based on management's judgement of performance, impact
of the utility costs and expected recovery in future years and
therefore each CGU's cashflow has been selected based on an
individual criterion. Management's judgement has been applied in
selecting this criterion due to the uncertainty arising from
amongst other conditions, cost of living increases and utility cost
pressures and therefore a 2.0% growth rate (2022 - 0.75%) has been
applied. Included within the cashflow is management's estimate of
the capital expenditure required to maintain performance of the
sites in the future years. The carrying amount of Fixed Assets and
ROU assets and the sensitivity of the carrying amounts to the
assumptions and estimates are outlined in Note 13.
(d) Goodwill impairment reviews (Note
12)
The Group determines whether
goodwill is impaired on an annual basis and this requires an
estimation of the value in use of the cash-generating units to
which the goodwill is allocated. This involves estimation of future
cash flows and choosing a suitable discount rate. Full details are
supplied in note 12, together with an analysis of the key
assumptions.
(e) Intercompany provision (Note
17)
In carrying out a review of
intercompany loan in accordance with IFRS 9 it has been necessary
to make estimates and judgements regarding the repayment of the
loan by its subsidiary to the Company. A sensitivity
analysis has been performed on the repayment of loan
value.
(f) Crockery and utensils
(Smallwares) inventory
The cost of replenishing smallwares is expensed
directly through the income statement. Smallwares is recognised at
historic cost and tested for impairment on an annual
basis.
(g) Lease liabilities (Note
1(d))
The calculation of lease
liabilities requires the Group to determine an incremental
borrowing rate ("IBR") to discount future minimum lease payments.
The IBR is the rate of interest that the Group would have to pay to
borrow over a similar term, and with a similar security, the funds
necessary to obtain an asset of a similar value to the right-of-use
asset in a similar economic environment. The IBR rate of 4.6%
therefore reflects what the Group 'would have to pay', which
requires estimation when no observable rates are available or when
they need to be adjusted to reflect the terms and conditions of the
lease. As at 31 December 2023, a sensitivity analysis has been
conducted on the lease liabilities which shows that increasing the
IBR rate by 1% will decrease the lease liability by £2.8m and
decrease the right-of-use asset pre-impairment by £2.2m.
(h) Provision
A dilapidation provision is made
for a number of sites, where the need to carry out the work has
been identified but a full survey and commission has not been
undertaken and therefore management has applied their judgment in
determining the provision. In arriving at the dilapidation
provision for these sites management have reviewed the leases and
have used their judgement and experience gained from years of
working in hospitality and property industry.
The apprenticeship grant income is
deferred until apprentices receive training under the rule of the
scheme and we are satisfied that we have fully complied with the
scheme. We have applied an element of judgement until a full
inspection is carried out.
(i) Lease recognition
The Group's leases are held across
Tasty plc or Took Us Long Time Ltd ("TUALT"). In determining
where the assets and liabilities should be accounted for, we have
reviewed which entity derives the benefit and rights to use the
asset. In assessing this we have reviewed where the trade
occurs, where staff are employed and where day to day activity is
managed from. We have adjudged that the substance of the
lease is that it is held by TUALT and accordingly recognised the
lease liabilities within the TUALT company accounts.
3 Revenue, other
income and segmental analysis
The Group's activities, comprehensive income,
assets and liabilities are wholly attributable to one operating
segment (operating restaurants) and arises solely in the one
geographical segment (United Kingdom) that the Group is located and
operates in. All the Group's revenue is recognised at a point in
time being when control of the goods has transferred to the
customer.
An analysis of the Group's total revenue is as
follows:
|
|
|
|
53 weeks ended 31 December
2023
|
|
52 weeks
ended 25 December
2022
|
|
|
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
|
|
Sale of goods and services: dine-in
|
|
|
42,342
|
|
39,004
|
|
Sale of goods and services: delivery and
takeaway
|
|
|
4,568
|
|
5,023
|
|
|
|
|
46,910
|
|
44,027
|
An analysis of the Group's other income is as
follows:
|
|
|
|
53 weeks ended 31 December
2023
|
|
52 weeks
ended 25 December 2022
|
|
|
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
|
|
Sub-let site rental income
|
|
|
328
|
|
362
|
|
Other
|
|
|
46
|
|
52
|
|
|
|
|
374
|
|
414
|
4 Operating
loss
|
|
|
|
|
53 weeks ended 31 December
2023
|
|
52 weeks
ended 25 December 2022
|
|
|
|
|
This has been arrived at after
charging
|
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Staff costs
|
|
|
20,275
|
|
19,240
|
|
|
|
|
Share based payments
|
|
|
11
|
|
58
|
|
|
|
|
Pre-opening costs
|
|
|
48
|
|
51
|
|
|
|
|
Amortisation of intangible assets
|
|
|
3
|
|
3
|
|
|
|
|
Depreciation of right-of-use assets
(IFRS16)
|
|
|
2,524
|
|
2,641
|
|
|
|
|
Depreciation property, plant and
equipment
|
|
|
1,589
|
|
1,664
|
|
|
|
|
Dilapidations provision charge
|
|
|
3
|
|
42
|
|
|
|
|
Restructure and consultancy
|
|
|
69
|
|
14
|
|
|
|
|
Impairment of property, plant and
equipment
|
|
|
4,086
|
|
180
|
|
|
|
|
Impairment of right-of-use assets
|
|
|
8,192
|
|
2,153
|
|
|
|
|
Loss on disposal of property, plant and
equipment
|
|
|
84
|
|
154
|
|
|
|
|
Auditor
remuneration:
|
|
|
|
|
|
|
|
|
|
Audit fee - Parent
Company
|
|
|
13
|
|
11
|
|
|
|
|
-
Group financial statements
|
|
|
59
|
|
46
|
|
|
|
|
- Subsidiary undertaking
|
|
|
13
|
|
11
|
|
|
|
|
Audit related assurance services
|
|
|
-
|
|
-
|
|
|
|
|
Taxation advisory services
|
|
|
-
|
|
-
|
|
|
|
|
Other advisory services
|
|
|
-
|
|
5
|
|
|
5 Highlighted items
- charged to operating expenses
|
|
|
|
|
53 weeks ended 31 December
2023
|
|
52 weeks
ended 25 December 2022
|
|
|
|
|
|
|
|
£'000
|
|
£'000
|
|
|
|
|
(Loss)/profit on disposal of property, plant
and equipment
|
|
|
(84)
|
|
(154)
|
|
|
|
|
Restructure and consultancy
|
|
|
(69)
|
|
(14)
|
|
|
|
|
(Impairment)/Release of impairment of
property, plant and equipment
|
|
|
(4,086)
|
|
(180)
|
|
|
|
|
Impairment of right-of-use assets
|
|
|
(8,192)
|
|
(2,153)
|
|
|
|
|
Share based payments
|
|
|
(11)
|
|
(58)
|
|
|
|
|
Pre-opening costs
|
|
|
(48)
|
|
(51)
|
|
|
|
|
Gain on lease modifications
|
|
|
(84)
|
|
245
|
|
|
|
|
|
|
|
(12,574)
|
|
(2,365)
|
|
|
The above items have been highlighted to give more detail on items
that are included in the consolidated statement of comprehensive
income and which when adjusted shows a profit or loss that reflects
the ongoing trade of the business.
6 Finance income
and expense
|
|
|
|
|
53 weeks ended 31 December
2023
|
|
52 weeks
ended 25 December 2022
|
|
|
|
|
|
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest receivable
|
|
|
140
|
|
41
|
|
|
|
|
Finance income
|
|
|
140
|
|
41
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest payable
|
|
|
-
|
|
30
|
|
|
|
|
Finance expense (IFRS 16)
|
|
|
2,303
|
|
2,391
|
|
|
|
|
Finance expense
|
|
|
2,303
|
|
2,421
|
|
|
7
Employees
|
|
|
|
|
53 weeks ended 31 December
2023
|
|
52 weeks
ended 25 December 2022
|
|
|
|
|
Staff costs (including Directors) consist
of:
|
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wages and salaries
|
|
|
18,489
|
|
17,464
|
|
|
|
|
Social security costs
|
|
|
1,468
|
|
1,489
|
|
|
|
|
Other pension costs
|
|
|
318
|
|
287
|
|
|
|
|
Equity settled share-based payment
expense
|
|
|
11
|
|
58
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,286
|
|
19,298
|
|
|
The average number of persons, including Directors, employed by the
Group during the period was 1,035 of which 1,011 were
restaurant staff and 25 were head-office (2022: 1,020 of which 998
were restaurant staff and 22 were head-office
staff).
No staff are employed by the Company (2022: no
staff).
Of the total staff costs £18.7m was classified
as cost of sales (2022: £17.8m) and £1.6m as operating expenses
(2022: £1.5m). Redundancy costs of £0.06m (2022: £0.014m) have been
included as a cost of Restructure and Consultancy in Note
4.
8 Directors and key
management personnel remuneration
Key management personnel identified as the
Directors are those persons having authority and responsibility for
planning, directing and controlling the activities of the Group,
and represent the Directors of the Group. The remuneration of the
Directors for the period ended 31 December 2023 is as
follows:
|
|
|
Emoluments
|
Bonus
|
Share based
payments
|
Pensions
|
Benefits
|
Social security costs
|
Other Payments
|
2023 Total
|
|
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
£'000
|
|
|
|
Directors
|
|
|
|
|
|
|
|
|
|
|
|
J Plant
|
160
|
-
|
16
|
-
|
-
|
21
|
-
|
197
|
|
|
|
K Lassman
|
40
|
-
|
-
|
-
|
-
|
4
|
-
|
44
|
|
|
|
M Vachhani (resigned 31 March 2023)
|
49
|
-
|
-
|
3
|
2
|
9
|
30
|
93
|
|
|
|
Harald Samúelsson
|
46
|
-
|
-
|
-
|
-
|
5
|
-
|
51
|
|
|
|
Wendy Dixon (appointed 22 June
2022)
|
35
|
-
|
-
|
-
|
-
|
4
|
-
|
39
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Key
Management
|
|
|
|
|
|
|
|
|
|
|
|
Gordon Browne (appointed 04 May
2023)
|
79
|
-
|
-
|
-
|
-
|
10
|
-
|
89
|
|
|
|
Total
|
409
|
-
|
16
|
3
|
2
|
53
|
30
|
513
|
|
|
|
|
Emoluments
|
Bonus
|
Share based
payments
|
Pensions
|
Benefits
|
Social security costs
|
Other Payments
|
2022 Total
|
|
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
£'000
|
|
|
|
Directors
|
|
|
|
|
|
|
|
|
|
|
|
J Plant
|
150
|
-
|
48
|
-
|
-
|
19
|
-
|
217
|
|
|
|
K Lassman
|
40
|
-
|
-
|
-
|
-
|
4
|
-
|
44
|
|
|
|
M Vachhani
|
150
|
-
|
3
|
6
|
2
|
19
|
-
|
180
|
|
|
|
Harald Samúelsson
|
80
|
-
|
-
|
2
|
-
|
9
|
-
|
91
|
|
|
|
Wendy Dixon (appointed 22 June
2022)
|
18
|
-
|
-
|
-
|
-
|
1
|
-
|
19
|
|
|
|
Total
|
438
|
-
|
51
|
8
|
2
|
52
|
-
|
551
|
|
Company
The Company paid no director emoluments during the year (2022 -
none).
9 Income tax
expense
|
|
|
|
|
53 weeks ended 31 December
2023
|
|
52 weeks
ended 25 December 2022
|
|
|
|
|
|
|
|
£'000
|
|
£'000
|
|
|
|
|
UK
Corporation tax
|
|
|
|
|
|
|
|
|
|
Adjustment in respect to previous
years
|
|
|
-
|
|
-
|
|
|
|
|
Total current tax
|
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred
tax
|
|
|
|
|
|
|
|
|
|
Origination and reversal of temporary
differences
|
|
|
-
|
|
-
|
|
|
|
|
Total deferred tax
|
|
|
-
|
|
-
|
|
|
|
|
Total income tax credit
|
|
|
-
|
|
-
|
|
|
The tax charge for the period is lower than the standard rate of
(2022 - lower than) corporation tax in the UK. The differences are
explained below:
|
|
|
|
|
52 weeks ended 25 December
2022
|
|
52 weeks
ended 26 December 2021
|
|
|
|
|
|
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before tax
|
|
|
(14,473)
|
|
(6,432)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax on (loss)/profit at the ordinary rate of
corporation
|
|
|
|
|
|
|
|
|
|
tax in UK of 25% (2022 - 19%)
|
|
|
(3,397)
|
|
(1,222)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effects of
|
|
|
|
|
|
|
|
|
|
Fixed assets differences
|
|
|
732
|
|
335
|
|
|
|
|
Expenses not deductible for tax
|
|
|
36
|
|
102
|
|
|
|
|
Remeasurement of deferred tax for changes in
tax rates
|
|
|
(171)
|
|
-
|
|
|
|
|
Movement in deferred tax not
recognised
|
|
|
2,806
|
|
791
|
|
|
|
|
Adjustment in respect of previous
years
|
|
|
-
|
|
-
|
|
|
|
|
Other movements
|
|
|
(6)
|
|
(6)
|
|
|
|
|
Total tax charge
|
|
|
-
|
|
-
|
|
|
Factors
affecting future tax charges
The corporation tax rate has increased from
19% to 25% from 1 April 2023 for companies with taxable profits in
excess of £250,000.
10 Earnings per
share
|
|
|
|
|
31
December
2023
|
|
25
December
2022
|
|
|
|
|
|
|
|
Pence
|
|
Pence
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic loss per ordinary share
|
|
|
(9.89p)
|
|
(4.40p)
|
|
|
|
|
Diluted loss per ordinary share
|
|
|
(8.89p)
|
|
(4.03p)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023
|
|
2022
|
|
|
|
|
|
|
|
Number
'000
|
|
Number
'000
|
|
|
|
|
Loss per share has been calculated using the
numbers shown below:
|
|
|
|
|
|
|
|
|
|
Weighted average number of ordinary shares
used as the denominator in calculating basic earnings per
share
|
|
|
146,315
|
|
146,315
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments for calculation of diluted
earnings per share:
|
|
|
|
|
|
|
|
|
|
Ordinary B shares
|
|
|
10,451
|
|
10,451
|
|
|
|
|
Options
|
|
|
6,085
|
|
2,975
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of ordinary shares and
potential ordinary shares used as the denominator in calculating
diluted earnings per share
|
|
|
162,851
|
|
159,741
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023
|
|
2022
|
|
|
|
|
|
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the financial period
|
|
|
(14,473)
|
|
(6,432)
|
|
|
The weighted average number of ordinary shares
outstanding is increased by the weighted average number of
additional ordinary shares that would have been outstanding
assuming the conversion of all dilutive potential ordinary
shares.
11 Dividend
No final dividend has been proposed by the
Directors (2022 - £nil).
12 Intangibles
|
|
|
|
|
Trademarks
|
Total
|
|
|
|
|
|
|
|
£'000
|
£'000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 26 December 2021
|
|
|
28
|
28
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additions
|
|
|
-
|
-
|
|
|
|
|
Amortisation of trademarks
|
|
|
(3)
|
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 25 December 2022
|
|
|
25
|
25
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additions
|
|
|
9
|
9
|
|
|
|
|
Amortisation of trademarks
|
|
|
(3)
|
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2023
|
|
|
31
|
31
|
|
|
13 Property, plant
and equipment
and right-of-use assets
|
|
|
Leasehold
improvements
|
Furniture and fixtures
computer equipment & vehicle
|
Total fixed
assets
|
Right-of-use
assets
|
Total
|
|
|
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
Cost
|
|
|
|
|
|
|
|
|
|
At 26
December 2021
|
37,321
|
10,291
|
47,612
|
53,567
|
101,179
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additions
|
709
|
936
|
1,645
|
-
|
1,645
|
|
|
|
|
Lease modifications
|
-
|
-
|
-
|
1,301
|
1,301
|
|
|
|
|
Disposals
|
(181)
|
(334)
|
(515)
|
(50)
|
(565)
|
|
|
|
|
At 25
December 2022
|
37,849
|
10,893
|
48,742
|
54,818
|
103,560
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additions
|
(14)
|
264
|
250
|
1,173
|
1,423
|
|
|
|
|
Lease modifications
|
-
|
-
|
-
|
333
|
333
|
|
|
|
|
Disposals
|
(521)
|
(193)
|
(714)
|
(405)
|
(1,119)
|
|
|
|
|
At 31
December 2023
|
37,314
|
10,964
|
48,278
|
55,919
|
104,197
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
|
|
|
|
|
|
|
At 26
December 2021
|
22,057
|
7,529
|
29,586
|
17,562
|
47,148
|
|
|
|
|
Provided for the period
|
981
|
683
|
1,664
|
2,641
|
4,305
|
|
|
|
|
Impairment / (reversal of
impairment)
|
232
|
(52)
|
180
|
2,153
|
2,333
|
|
|
|
|
Disposal
|
(75)
|
(307)
|
(382)
|
(51)
|
(433)
|
|
|
|
|
At 25
December 2022
|
23,195
|
7,853
|
31,048
|
22,305
|
53,353
|
|
|
|
|
Provided for the period
|
871
|
718
|
1,589
|
2,524
|
4,113
|
|
|
|
|
Impairment
|
3,518
|
568
|
4,086
|
8,192
|
12,278
|
|
|
|
|
Disposals
|
(526)
|
(167)
|
(693)
|
(391)
|
(1,084)
|
|
|
|
|
At 31
December 2023
|
27,058
|
8,972
|
36,030
|
32,630
|
68,660
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net book
value
|
|
|
|
|
|
|
|
|
|
At 31
December 2023
|
10,256
|
1,992
|
12,248
|
23,289
|
35,537
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 25 December 2022
|
14,654
|
3,040
|
17,694
|
32,513
|
50,207
|
|
|
During the 53 weeks ended 31
December 2023, the Group recognised an impairment charge of £12.3m
(2022: impairment charge of £2.3m) due to impairment of ROU assets
£8.2m (2022: £2.2m) and impairment of fixed assets £4.1m (2022:
impairment charge of £0.2m). The impairment movement is due to the
reassessment by each individual CGU following a change in
performance and/or change in assets. The impairment
calculation is sensitive to changes in the assumptions and
estimates used in the underlying forecasts of future performance
and cash flows.
A 1% decrease in the discount rate
would reduce the net impairment charge by £0.6m, an increase of 1%
would increase the impairment charge by £0.6m and a 1% increase in
the growth rate would reduce the impairment charge by
£0.5m.
The total carrying value of the
CGUs that have been impaired in the period is £30.8m (2022:
£15.6m). These have been impaired to their value in use of £16.4m
(2022: £8.9m). The total carrying value of the CGUs that have been
released in the period is £15.5m (2022: £16.4m).
The key judgements and estimates
in the inputs in calculating the impairments are outlined in note
2(c).
Company
The
Company holds no property, plant and equipment.
14 Leases
|
|
|
|
|
31 December
2023
|
|
25
December 2022
|
|
|
|
|
|
|
|
£'000
|
|
£'000
|
|
|
|
|
Current
|
|
|
|
|
|
|
|
|
|
Lease liabilities
|
|
|
2,186
|
|
1,953
|
|
|
|
|
|
|
|
2,186
|
|
1,953
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current
|
|
|
|
|
|
|
|
|
|
Lease liabilities
|
|
|
46,745
|
|
48,358
|
|
|
|
|
|
|
|
46,745
|
|
48,358
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
48,931
|
|
50,311
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Due within one year
|
|
|
2,186
|
|
1,953
|
|
|
|
|
Due two to five years
|
|
|
17,122
|
|
11,386
|
|
|
|
|
Due over five years
|
|
|
29,623
|
|
36,972
|
|
|
|
|
|
|
|
48,931
|
|
50,311
|
|
|
|
|
|
|
|
|
|
|
|
| |
Lease liabilities are measured at
the present value of the remaining lease payments, discounted using
the Group's incremental borrowing rate of 4.5% and the Bank of
England (BoE) base rate at the time of any lease modification or a
new lease. The average rate used for modification in 2023 was
4.67% (2022: 4.66%). The lease liabilities as at 31 December 2023
were £48.9m (2022: £50.3m).
The right-of-use assets all relate to property
leases. The right-of-use assets as at 31 December 2023 were £23.3m
(2022: £32.8m). During the period ended 31 December 2023 the Group
made a provision for impairment of the right-of-use assets against
a number of sites totalling £8.2m (2022: impairment of
£2.2m).
15 Investments
|
|
|
|
|
|
|
£'000
|
|
|
|
|
Company
|
|
|
|
|
|
|
|
|
|
At 26 December 2021
|
|
|
|
|
3,334
|
|
|
|
|
Share based payment in respect of
subsidiary
|
|
|
|
|
58
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 25 December 2022
|
|
|
|
|
3,392
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share based payment in respect of
subsidiary
|
|
|
|
|
11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31
December 2023
|
|
|
|
|
3,403
|
|
|
The Company's investments are wholly related to a 100% ordinary
shareholding in Took Us a Long Time Limited (2022: 100% holding), a
company registered in England and Wales with registered offices at
32 Charlotte Street, London W1T 2NQ. Took Us a Long Time Limited is
primarily engaged with the operation of restaurants.
16 Inventories
|
|
|
|
|
31 December
2023
|
|
25
December 2022
|
|
|
|
|
|
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Raw materials and consumables
|
|
|
697
|
|
922
|
|
|
|
|
Smallware inventories
|
|
|
1,224
|
|
1,269
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,921
|
|
2,191
|
|
|
|
|
|
|
|
|
|
|
|
| |
In the Directors' opinion there is no material difference between
the replacement cost of inventories and the amounts stated above.
Raw material and consumable inventory purchased and recognised as
an expense in the period was £12.0m (2022: £12.0m).
17 Trade and other
receivables
|
|
|
|
|
31 December
2023
|
|
25
December 2022
|
|
|
|
|
|
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade receivables
|
|
|
149
|
|
121
|
|
|
|
|
Prepayments and other receivables
|
|
|
1,457
|
|
1,577
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total trade and other receivables
|
|
|
1,606
|
|
1,698
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less non-current portion (Deposits)
|
|
|
(65)
|
|
(65)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,541
|
|
1,633
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company
|
|
|
|
|
|
|
|
|
|
Amounts due from subsidiary
|
|
|
1,986
|
|
3,162
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total trade and other receivables
|
|
|
1,986
|
|
3,162
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Classified as non-current
|
|
|
1,986
|
|
3,162
|
|
|
There has been
an increase in the credit risk of this loan since it was advanced
due to the deterioration in the market and the resulting impact on
the performance of the trading company. The Company has previously
made loans to the trading subsidiary of £28.1m (2022:
£28.2m).
The Directors of the Company
consider this loan to be classed as Stage 2 under the General
Approach set out in IFRS 9. The Company has made provisions
of £26.1m (2022: £25.0m) which represents the lifetime
expected credit losses. In assessing the lifetime expected credit
losses consideration has been given to a number of factors
including internal forecasts of EBITDA, cashflow and the
consolidated net asset value of the Group at the balance sheet
date.
18 Trade and other
payables
|
|
|
|
|
31 December
2023
|
|
25
December 2022
|
|
|
|
|
|
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade payables
|
|
|
4,359
|
|
5,142
|
|
|
|
|
Taxations and social security
|
|
|
1,947
|
|
1,638
|
|
|
|
|
Accruals and deferred income
|
|
|
3,648
|
|
3,499
|
|
|
|
|
Other payables
|
|
|
555
|
|
2,242
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total trade and other
payables
|
|
|
10,509
|
|
12,521
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less non-current portion (Deposits)
|
|
|
(106)
|
|
(128)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,403
|
|
12,393
|
|
|
|
|
|
|
|
|
|
|
|
| |
Included within trade payables are £nil (2022: £nil) due to related
parties (note 28).
19 Provisions
|
|
|
|
|
31 December
2023
|
|
25
December 2022
|
|
|
|
|
|
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At the beginning of the period
|
|
|
339
|
|
297
|
|
|
|
|
Dilapidations provision utilisation in the
period
|
|
|
3
|
|
-
|
|
|
|
|
Dilapidations provision charge in the
period
|
|
|
-
|
|
42
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At the end of the period
|
|
|
342
|
|
339
|
|
|
The Group has historically
recognised a provision of £0.3m for dilapidations for a number of
sites, where the need to carry out restoration work has been
identified but a full survey and commission has not been undertaken
and therefore management has applied their judgment in determining
the provision.
20 Deferred tax
|
|
|
|
|
31 December
2023
|
|
25
December 2022
|
|
|
|
|
|
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At the beginning of the period
|
|
|
-
|
|
-
|
|
|
|
|
Profit and loss credit/(charge)
|
|
|
-
|
|
-
|
|
|
|
|
|
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accelerated capital allowances
|
|
|
-
|
|
-
|
|
|
|
|
Tax losses carried forward
|
|
|
-
|
|
-
|
|
|
|
|
At the end of the period
|
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
| |
Due to the uncertainty of future
profits, a deferred tax asset of £8.4m (2022: £5.3m) is not
recognised in these financial statements.
21 Share capital
|
|
|
|
|
|
|
|
|
|
|
|
Number
|
Number
|
Number
|
£'000
|
|
|
|
|
Ordinary A
|
Ordinary B
|
Deferred
|
|
|
Called up and
fully paid:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares at 0.1 pence
|
|
|
59,795,496
|
-
|
-
|
60
|
|
Deferred shares at 9.9 pence (as a result of
sub-division
|
|
|
-
|
-
|
59,795,496
|
5,920
|
|
|
|
|
|
|
|
|
|
Ordinary shares issued at 0.1 pence
|
|
|
81,294,262
|
-
|
-
|
81
|
|
Ordinary B shares at 0.00001 pence
|
|
|
-
|
15,676,640
|
-
|
0
|
|
|
|
|
|
|
|
|
|
At 26
December 2021
|
|
|
141,089,758
|
15,676,640
|
59,795,496
|
6,061
|
|
|
|
|
|
|
|
|
|
Ordinary B shares at 0.00001 pence converted
to ordinary A shares
|
|
|
5,225,546
|
(5,225,546)
|
-
|
0
|
|
|
|
|
|
|
|
|
|
At 25
December 2022
|
|
|
146,315,304
|
10,451,094
|
59,795,496
|
6,061
|
|
|
|
|
|
|
|
|
|
At 31
December 2023
|
|
|
146,315,304
|
10,451,094
|
59,795,496
|
6,061
|
Share Capital
In January 2021 Daniel Jonathan
Plant was awarded 15,676,640 'B' shares in Tasty plc, which can be
converted to 'A' shares subject to achievement of hurdle rates.
Following achievement of the first hurdle on 27 June 2022,
5,225,546 'B' shares converted to ordinary shares.
22 Reserves
Share capital comprises of the nominal value
of the issued shares.
Share premium reserve is the amount subscribed
in excess of the nominal value of shares net of issue
costs.
Cumulative gains and losses recognised in the
income statement are shown in the Retained deficit reserves,
together with other items taken direct to equity.
The merger reserve arose in 2006 on the
creation of the Group.
23 Leases
Operating leases where the Group is the
lessor
The total future values of minimum operating
lease receipts are shown below. The receipts are from sub-tenants
on contractual sub-leases.
|
|
|
|
|
31 December
2023
|
|
25
December
2022
|
|
|
|
|
|
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Within one year: receipts
|
|
|
290
|
|
290
|
|
|
|
|
Within two to five years: receipts
|
|
|
1,131
|
|
1,158
|
|
|
|
|
Over five years: receipts
|
|
|
1,293
|
|
1,555
|
|
|
|
|
|
|
|
2,714
|
|
3,003
|
|
|
24 Pensions
The Group made contributions of £3,000 (2022:
£6,000) to the personal pension plan of the Directors. During the
year the Group made contributions to employee pensions of £0.3m
(2022: £0.3m). As at 31 December 2023, contributions of £134,000
due in respect of the current reporting period had not been paid
over to the schemes (2022: £120,000).
25 Share based
payments
|
|
|
|
|
Weighted average exercise
price
|
|
Number
|
|
|
|
|
|
|
|
(pence)
|
|
'000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 26 December 2021
|
|
|
0.7
|
|
18,942
|
|
|
|
|
Exercised
|
|
|
0.0
|
|
(5,225)
|
|
|
|
|
Lapsed
|
|
|
4.4
|
|
(290)
|
|
|
|
|
Cancelled
|
|
|
-
|
|
-
|
|
|
|
|
Issued
|
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 25 December 2022
|
|
|
0.9
|
|
13,427
|
|
|
|
|
Exercised
|
|
|
-
|
|
-
|
|
|
|
|
Lapsed
|
|
|
3.10
|
|
(1,065)
|
|
|
|
|
Cancelled
|
|
|
-
|
|
|
|
|
|
|
Issued
|
|
|
2.75
|
|
4,175
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31
December 2023
|
|
|
1.23
|
|
16,536
|
|
|
The exercise price of options outstanding at
the end of the period ranged between 0p and 4p (2022: 0p and 4p)
and their weighted average remaining contractual life was 1.41
years (2022: 3.1 years).
Of the total number of options outstanding at
the end of period none have vested and are exercisable at the end
of the period (2022: 2.97m)
The market price of the Company's ordinary
shares as at 31 December 2023 was 1.2p and the range during the
financial year was from 0.03p to 3.75p (as at 25 December 2022 was
3.8p and the range during the financial year was from 3.3p to
6.3p).
On 20 June 2023 options of 4.175m were granted
at a grant price of 2.75p per share reflecting the opening share
price. The options vest over three years and expire in
10 years and no other conditions are attached. A charge
of £45,000 was recognised over the three years based on a
volatility of 61.3% and risk rate of 4.36% using the Binomial
method. The volatility is weighted on a four year basis and
the risk free rate is based on risk free rate on the mid point
between the vesting date and expiry.
On 29 July 2019 options of 3.5m were granted
at a grant price of 4.4p reflecting the opening share
price. The options vest over three years and expire in
10 years and no other conditions are attached. A charge
of £60,000 was recognised over the three years based on a
volatility of 63.5% and risk rate of 0.5% using the Binomial
method. The volatility is weighted on a four year basis and
the risk free rate is based on risk free rate on the mid point
between the vesting date and expiry.
On 17 October 2019 options of 1m were granted
at a grant price of 3.3p reflecting the opening share price. The
options vest over three years and expire in 10 years and no other
conditions are attached. A charge of £12,000 was recognised
over the three years based on a volatility of 61.6% and risk rate
of 0.5% using the Binomial method. The volatility is weighted
on a four year basis and the risk free rate is based on risk free
rate on the mid point between the vesting date and
expiry.
In January 2021 Daniel Jonathan Plant was
awarded 15.7m 'B' shares in Tasty plc which can be converted to 'A'
shares subject to achievement of certain hurdle rates. These 'B'
shares were issued at nominal value of 0.00001 pence.
Following achievement of the first hurdle on 27 June 2022,
5,225,546 'B' shares converted to 'A' ordinary shares.
A charge of £181,000 will be recognised over
the four years based on a volatility of 85% and risk rate of -0.05%
using the Monte Carlo method. The volatility is weighted on a
four year basis and the risk free rate is based on yield on a
4-year zero coupon government security at the grant
date.
The 16.8m share outstanding as at 25 December
2022 comprise of the options issued in July 2019, October 2019,
January 2021 and June 2023. There are no other outstanding
options.
26 Financial
instruments
In common with all other businesses, the Group
is exposed to risks that arise from its use of financial
instruments. This note describes the Group's objectives, policies
and processes for managing those risks and the methods used to
measure them. Further quantitative information in respect of these
risks is presented throughout these financial
statements.
The Group is exposed through its operations to
the following financial risks:
·
Credit risk
·
Interest rate risk
·
Liquidity risk
The Group does not have any material exposure to currency risk or
other market price risk.
There have been no substantive changes in the
Group's exposure to financial instrument risks, its objectives,
policies and processes for managing those risks or the methods used
to measure them from previous periods unless otherwise stated in
this note.
Principal
financial instruments
The principal financial instruments used by
the Group, from which financial instrument risk arises, are as
follows:
·
loans and borrowings
·
trade receivables
·
cash and cash equivalents
·
trade and other payables
The Group's financial instruments apart from
cash and cash equivalents are measured on an amortised cost basis.
Due to the short-term nature of trade receivables and trade/ other
payables, the carrying value approximates their fair
value.
|
|
Financial
assets
|
|
|
31 December
2023
|
|
25
December
2022
|
|
|
|
|
|
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
4,177
|
|
7,002
|
|
|
|
|
Trade and other receivables
|
|
|
214
|
|
186
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total financial assets
|
|
|
4,391
|
|
7,188
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial
liabilities (amortised cost)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade and other payables
|
|
|
4,914
|
|
7,384
|
|
|
|
|
Finance leases
|
|
|
48,931
|
|
50,311
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total financial liabilities
|
|
|
53,845
|
|
57,695
|
|
|
|
|
Company -
Financial assets (amortised cost)
|
|
|
31 December
2023
|
|
25
December
2022
|
|
|
|
|
|
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intercompany loan
|
|
|
1,986
|
|
3,162
|
|
|
|
|
|
|
|
|
|
|
|
| |
General
objectives, policies and processes
The Board has overall responsibility for the
determination of the Group's risk management objectives and
policies.
The overall objective of the Board is to set
policies that seek to reduce risk as far as possible without unduly
affecting the Group's competitiveness and flexibility. Further
details regarding these policies are set out below:
Credit
risk
The Group's assets and liabilities
are wholly attributable to one operating segment (operating
restaurants) and arises solely in one geographical segment (United
Kingdom).
Credit risk is the risk of the
financial loss to the Group if a customer or a counterparty to a
financial instrument fails to meet its contractual obligations. The
Group is mainly exposed to credit risk from rebates from suppliers,
sub-letting income and trade receivables.
Trade and other receivables are disclosed in
note 17 and represent the maximum credit exposure for the
Group.
The following table sets out the ageing of
trade receivables:
|
|
|
|
31 December
2023
|
|
25
December
2022
|
|
Ageing of
receivables
|
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
|
|
<30 days
|
|
|
145
|
|
75
|
|
31-60 days
|
|
|
7
|
|
11
|
|
61-120 days
|
|
|
15
|
|
17
|
|
>120 days
|
|
|
2
|
|
127
|
|
Provision for doubtful debt
|
|
|
(20)
|
|
(109)
|
|
|
|
|
149
|
|
121
|
The Group's principal financial assets are
cash and trade receivables. There is minimal credit risk associated
with the Group's cash balances. Cash balances are all held with
recognised financial institutions. Trade receivables arise in
respect of rebates from a major supplier and therefore they are
largely offset by trade payables. As such the net amounts
receivable form an insignificant part of the Group's business model
and therefore the credit risk associated with them is also
insignificant to the Group as a whole. Accordingly, the
Company does not consider there to be any risk arising from
concentration of receivables due from any counterparty.
The Company's principal financial assets are
intercompany receivables. These balances arise due to the funds
flow from the listed Company to the trading subsidiary and are
repayable on demand. The credit risk arising from these assets are
linked to the underlying trading performance of the trading
subsidiary. See note 17 for further details on intercompany
debt.
Liquidity
risk
Liquidity risk arises from the Group's
management of working capital. It is the risk that the Group will
encounter difficulty in meeting its financial obligations as they
fall due. The Group's policy is to ensure that it will always
have sufficient cash to allow it to meet its liabilities when they
become due. To achieve this aim, the Group seeks to maintain cash
balances to meet its expected cash requirements as determined by
regular cash flow forecasts prepared by management.
The following table sets out the contractual
maturities (representing undiscounted contractual cash-flows) of
financial liabilities:
|
|
|
Up to 3
months
|
Between 3 and 12
months
|
Between 1 and 2
years
|
Between 2 and 5
years
|
Over 5
years
|
|
|
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade & other payables
|
4,808
|
49
|
-
|
-
|
57
|
|
|
|
|
Finance leases
|
404
|
1,404
|
3,332
|
10,240
|
33,552
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at 31
December 2023
|
5,212
|
1,453
|
3,332
|
10,240
|
33,609
|
|
|
|
|
|
Up to 3
months
|
Between 3 and 12
months
|
Between 1 and 2
years
|
Between 2 and 5
years
|
Over 5
years
|
|
|
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade & other payables
|
7,256
|
24
|
-
|
-
|
104
|
|
|
|
|
Finance leases
|
645
|
1,214
|
3,134
|
9,617
|
35,701
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at 25
December 2022
|
7,901
|
1,238
|
3,134
|
9,617
|
35,805
|
|
|
Non-current other payables are sub-let site
rent deposits.
Interest rate
risk
The Group seeks to minimise interest costs by
regularly reviewing cash balances.
Interest rate risk arises from the Group's use
of interest-bearing loans linked to LIBOR. The Group is
exposed to cash flow interest rate risk from long term borrowings
at variable rate. The Board considers the exposure to the interest
rate risk to be acceptable.
Surplus funds are invested in interest
bearing, instant access bank accounts.
Loans and
borrowings
The Group had no outstanding bank loan during
the period .
Capital
disclosures
The Group's capital is made up of ordinary
share capital, deferred share capital, share premium, merger
reserve and retained deficit totalling £16.5m (2022: Retained
earnings £2.0m).
The Group's objective when maintaining capital
is to safeguard the entity's ability to continue as a going
concern, so that it can continue to provide returns for
shareholders and benefits for other stakeholders. The Group is not
subject to any externally imposed capital requirements. There have
been no changes in the Group's objectives for maintaining capital
nor what it manages in its capital structure.
The Group manages its capital structure and
makes adjustments to it in the light of strategic plans. In order
to maintain or adjust the capital structure, the Group may adjust
the amount of dividends paid to shareholders, return capital to
shareholders or issue new shares.
27 Related party
transactions
The Directors are considered to be the key
management personnel. Details of directors' remuneration are shown
in Note 8.
The Group pays fees, rent and associated
insurance to a number of companies considered related parties by
virtue of the interests held by a significant shareholder in such
companies.
|
|
|
|
|
53 weeks ended 31 December
2023
|
|
52 weeks
ended 25 December 2022
|
|
|
|
|
|
|
|
£'000
|
|
£'000
|
|
|
|
|
Rent, insurance and legal services charged to
the group:
|
|
|
|
|
|
|
|
|
|
- Kropifko Properties Ltd
|
|
|
(114)
|
|
(197)
|
|
|
|
|
- KLP
Partnership
|
|
|
(156)
|
|
(157)
|
|
|
|
|
- ECH
Properties Ltd
|
|
|
(81)
|
|
(81)
|
|
|
|
|
- Proper Proper T Ltd
|
|
|
(106)
|
|
(106)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance due to related parties:
|
|
|
147
|
|
145
|
|
|
The rent paid to related parties is considered to be a reasonable
reflection of the market rate for the properties.
28 Reconciliation of loss before tax
to net cash inflow from operating activities
|
|
|
|
|
53 weeks ended 31 December
2023
|
|
52 weeks
ended 25 December
2022
|
|
|
|
|
|
|
|
£'000
|
|
£'000
|
|
|
|
|
Group
|
|
|
|
|
|
|
|
|
|
Loss before tax
|
|
|
(14,473)
|
|
(6,432)
|
|
|
|
|
Finance income
|
|
|
(140)
|
|
(41)
|
|
|
|
|
Finance expense
|
|
|
-
|
|
30
|
|
|
|
|
Finance expense (IFRS 16)
|
|
|
2,303
|
|
2,391
|
|
|
|
|
Share based payment charge
|
|
|
11
|
|
58
|
|
|
|
|
Depreciation of right-of-use assets (IFRS
16)
|
|
|
2,524
|
|
2,641
|
|
|
|
|
Depreciation of property plant and
equipment
|
|
|
1,589
|
|
1,664
|
|
|
|
|
Impairment of property, plant and
equipment
|
|
|
4,086
|
|
180
|
|
|
|
|
Impairment of Right-of-use assets
|
|
|
8,192
|
|
2,153
|
|
|
|
|
Loss on disposal of property plant and
equipment
|
|
|
84
|
|
154
|
|
|
|
|
Amortisation of intangible assets
|
|
|
3
|
|
3
|
|
|
|
|
Dilapidations provision charge
|
|
|
3
|
|
42
|
|
|
|
|
Other non cash
|
|
|
-
|
|
(21)
|
|
|
|
|
Decrease / (increase) in
inventories
|
|
|
270
|
|
(88)
|
|
|
|
|
Decrease / (increase) in trade and other
receivables
|
|
|
92
|
|
(238)
|
|
|
|
|
(Decrease)/ Increase in trade and other
payables
|
|
|
(2,012)
|
|
1,948
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,532
|
|
4,444
|
|
|
|
|
|
|
|
53 weeks ended 31 December
2023
|
|
52 weeks
ended 25 December 2022
|
|
|
|
|
|
|
|
£'000
|
|
£'000
|
|
|
|
|
Company
|
|
|
|
|
|
|
|
|
|
Loss before tax
|
|
|
(1,176)
|
|
(674)
|
|
|
|
|
Decrease in trade and other
receivables
|
|
|
1,176
|
|
674
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
-
|
|
|
29 Reconciliation of financing
activity
|
|
|
Lease liabilities
|
Lease liabilities
|
Bank Loan
|
Bank Loan
|
Total
|
|
|
|
|
|
Due within 1 year
|
Due after 1 year
|
Due within 1 year
|
Due after 1 year
|
|
|
|
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net debt as
at 26 December 2021
|
2,024
|
50,157
|
313
|
937
|
53,431
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cashflow
|
(3,172)
|
-
|
(313)
|
(937)
|
(4,422)
|
|
|
|
|
Addition / (decrease) to lease
liability
|
3,101
|
(1,799)
|
-
|
-
|
1,302
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net debt as
at 25 December 2022
|
1,953
|
48,358
|
-
|
-
|
50,311
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cashflow
|
(2,885)
|
-
|
-
|
-
|
(2,885)
|
|
|
|
|
Addition / (decrease) to lease
liability
|
3,118
|
(1,613)
|
-
|
-
|
1,505
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net debt as
at 31 December 2023
|
2,186
|
46,745
|
-
|
-
|
48,931
|
|
|
30 Post Balance Sheet
Events
Following a period of external challenges
which have impacted the Group's business and trading performance,
the Board concluded, in the best interest of the Group, to enter
into a restructuring plan under 26A of the Company's Act 2006 to
return the business to profitability and secure its long-term
future. The Restructuring Plan was sanctioned by the High
Court on 4 June 2024.
On 9 April 2024 the Group closed nine trading
sites, three sub-lets and two non-trading sites with a further two
trading sites closed in May 2024 and one site lease assigned in
June 2024. An additional seven sites are trading on a
short-term basis under different rent terms.
In order to fund the Restructuring Plan and
provide additional working capital the Group entered a loan
agreement with a secured creditor for £750,000. The loan is
required to be discharged by 31 December 2024, or later if agreed
by the Group and the lender, by either:
•
Payment, purchase, redemption or discharge in any other form
agreed in writing between the Company and the lender (including,
subject to shareholder approval, conversion of the loan into
equity); or if not
•
Payment in cash in an amount equal to £2.6m
The Company has entered into a side agreement
in relation to the loan to enable conversion of the principal
amount of the loan to ordinary shares of £0.001 each in the capital
of the Company at a conversion price of £0.0146, subject to and
conditional on shareholder approval.
The Company has received irrevocable
undertakings to vote in favour of the necessary share allotment
authority resolutions in relation to the conversion, representing
approximately 35 per cent of the current issued share capital of
the Company.