4 March 2025

 

The Revel Collective plc (LSE: TRC)
Unaudited Interim results for the 26 weeks ended 28 December 2024

 

Continued challenging conditions in bar brands means recovery has been slower than expected, but Peach Pubs and Founders & Co. show continued strong performance

                                         

The Revel Collective plc ("the Group"), a leading UK operator of 40 premium bars and 22 gastro pubs, trading predominantly under the Revolution, Revolución de Cuba and Peach Pubs brands, today announces its unaudited interim results for the 26 weeks ended 28 December 2024.

 

H1 saw the completion of the Restructuring Plan in September 2024, putting the Group in a far stronger position going forward. H1 also saw a strong performance from Peach Pubs and Founders & Co. However, trading in the bars continued to be challenging due to the reduced consumer confidence currently impacting the UK nighttime economy. The Restructuring Plan in Revolution Bars Limited completed, two months later than originally planned, leading to prolonged uncertainty for both Revolution and Revolución de Cuba. Management have been working to counter this through evolution of the bar brands and propositions, and through the execution of robust efficiency and cost saving measures. Notwithstanding the delay in completion of the Restructuring Plan, we received record levels of pre-booked corporate bookings in our bar brands in the festive trading period. These ongoing actions are aimed at putting the Group's bar business in a strong position to both take advantage of a return in consumer confidence and mitigate the expected cost impact of the Government's budget.

 

Results to 28 December 2024

	H1 FY25 (IFRS 16) £m	H1 FY24 (IFRS 16) £m	H1 FY25 (IAS 17) £m	H1 FY24 (IAS 17) £m
Total Sales	64.2	82.3	64.2	82.3
Operating Profit/(Loss)	30.5	7.2	(4.9)	(0.7)
Adjusted1 EBITDA*	6.1	8.9	3.1	3.2
Profit/(Loss) Before Tax	30.1	3.1	(3.0)	(2.1)
Net Bank Debt*	(14.7)	(20.0)	(14.7)	(20.0)

 

* These are Alternative Performance Measures ("APMs"), which are metrics not defined by IFRS or UK GAAP, used to provide additional insight into the Group's financial performance or position.

 

Key points

Festive trading was robust, and Peach Pubs enjoyed a strong FY25 H1. Sales in the bar brands were challenged, with the recovery plan running several months behind our initial expectations, and have seen a slower recovery than anticipated due to ongoing consumer and market challenges.

Despite this, the Group experienced positive like-for-like2 sales during the key four-week festive trading period of +1.6%, with record levels of pre-booked corporate bookings in our bar brands of +5.3% on last year.

Peach Pubs has enjoyed a strong FY25 H1 and festive trading, performing the best across our three main brands. The Group continues to review expansion opportunities for this brand.

Revolution concluded its Restructuring Plan in September 2024; however, sales recovery has been slower than anticipated. A number of trials continue within the brand to enhance profitable growth, and a relaunch of the brand is planned for Spring 2025.

Revolución de Cuba was also impacted by the negative commentary surrounding the Restructuring Plan. The brand therefore experienced softer sales in FY25 H1 and was also impacted by competitor openings, with continued initiatives and brand proposition work aimed at returning to previous market outperformance. The brand enjoyed strong corporate sales over the festive trading period.

Founders & Co. enjoyed very strong trading as the site goes from strength to strength. New events continue to be held, and our lineup of traders is the best it's been over our three years of operation, ensuring there is always something new for guests. There is an excellent opportunity to expand this brand when funding allows.

There are opportunities for conversion of existing portfolio properties into Peach Pubs and Founders & Co. sites.

Current trading continues to see softer sales due to subdued consumer confidence; this, together with changes announced in the Budget and due from April 2025, are expected to offset initiatives implemented in FY25. We therefore expect to achieve Alternative Performance Measures ("APM") adjusted1 EBITDA of £2.0 - £4.0 million, as previously announced. Further cost savings have been identified across the Group to support FY26 onwards. Net bank debt (excluding PIK loan) is £19.4 million at 3 March 2025.

 

¹ Adjusted performance measures exclude exceptional items, share-based payment charges and bar opening costs

² Like-for-like ("LFL") sales are same site sales defined as sales at only those venues that traded in the same week in both the current and prior year

³ APM refers to Alternative Performance Measure being measures reported on an IAS 17 basis

 

Rob Pitcher, Chief Executive Officer, said:

 

"The first half of FY25 experienced a number of challenges caused mainly by the impact of consumer confidence on the late night bars market, and the delay to the Restructuring Plan timeline, so I was very pleased to see a robust 2024 festive trading period. I am particularly pleased with the strong performance in Peach Pubs and Founders & Co. and excited to see where these brands can take us in the future.

 

With the impending Budget measures due in April, in particular the regressive reduction in the National Insurance threshold, we are cognisant of the significant and damaging impact this will have on the Group and wider industry and economy.

 

The Hospitality industry can be a powerhouse for economic growth in the UK when allowed to do what it does best, unimpeded by unrealistic Government cost increases. It's a real disappointment that Chancellor Reeves doesn't seem to understand the impact of her actions.

 

Our immediate priority is both the mitigation of this cost impact and continued driving of sales, particularly in the bars brands. We strongly urge the Government to reconsider the National Insurance changes and explore more balanced alternatives.

 

I give my thanks to all our teams for their continued dedication and hard work as we navigate these challenging times."

 

Enquiries:

The Revel Collective plc Tel: 0161 330 3876 Rob Pitcher, CEO Danielle Davies, CFO   Cavendish Capital Markets Limited (Nominated Adviser and Broker)   Tel: 020 7220 0500 Matt Goode / Teddy Whiley / Hamish Waller (Corporate Finance) Tim Redfern / Harriet Ward (Corporate Broking)   Instinctif (Financial PR) Matt Smallwood / Justine Warren Tel: 020 7457 2020

 

A presentation will be made available on the Group's corporate website at www.therevelcollective.com.

 

 

Chairman's Statement

 

With robust Christmas trading, the Group has very much seen a continued strong performance from Peach and Founders & Co., with challenged sales within both bar brands. The delayed timetable of the Restructuring Plan caused more disruption and caution within the bars than was initially anticipated, and, coupled with the continued impact of negative consumer confidence, this has led to a slower sales recovery in our bars. This is clearly very disappointing, and management's focus is very much on the return to sales and profitable growth across all areas of the business.

 

The current trading environment remains difficult. Upcoming Government cost increases, particularly in Employers National Insurance, are going to be significant for the Group. We are actively trying to mitigate the impact through various cost saving exercises including reduction in central operations and continue to work through further reductions, however the imposed legislative changes are significant. We implore the Government to identify assistance for the Hospitality industry instead of these continued unsustainable cost rises.

 

The positive effect of such increases is that our youngest guest base will see a significant 16.3% rise in income through the National Minimum Wage increase. This, coupled with the ongoing proposition improvements in our bar brands, and the continued success in pubs, gives us some optimism whilst still behind plan.

 

I would like to take this opportunity to thank our banking partner and suppliers for their incredible support throughout the Restructuring Plan.

 

Our business

At the end of the reporting period the Group operated 62 venues (FY24 H1: 88 venues) consisting of the following brands: Revolution (24 bars), focused on young adults; Revolución de Cuba (15 bars), which attracts a broader age range; Peach Pubs (22 pubs), focused on attracting a more affluent guest base; and Founders & Co. (one bar), an artisanal marketplace experience.

 

The Group closed a number of sites in FY24 H2 as part of the Revolution Bars Limited Restructuring Plan, with eight closed at the start of January 2024 and the rest later in H2, which meant FY24 ended with 77 venues. A further 15 bars closed in FY25 H1, being 14 Revolution bars and one Playhouse, as a result of the successful sanctioning of the Restructuring Plan. The Group now has a well-balanced portfolio with three main brands, and aims to expand Peach and Founders & Co. when the opportunity arises.

 

Our results

Sales for the 26-week period of £64.2 million (FY24 H1: £82.3 million) were 22.0% lower, reflecting a significant reduction of 88 to 62 venues across the 12-month period, together with the delay to, and ongoing distraction of, the Restructuring Plan impacting on the bars for the first half of FY25. There is significant opportunity for growth via a renewed focus and exciting initiatives in the second half of the year.

 

Adjusted¹ EBITDA, our preferred KPI, is significantly influenced by IFRS 16 and thus the Directors believe that business performance is best measured by the directly comparable IAS 17 Alternative Performance Measures³ ("APM") of adjusted¹ EBITDA profit of £3.1 million (FY24 H1: profit of £3.2 million). Softer sales and lower operating costs in the period mean that APM³ adjusted¹ EBITDA is in line with the previous year. Our statutory profit before tax for the period of £30.1 million (FY24 H1: profit before tax of £3.1 million) is significantly impacted by non-cash gains from the disposal of leases under the Restructuring Plan.

 

The Group operates a £26.0 million Revolving Credit Facility ("RCF") and had net bank debt of £14.7 million at FY25 H1 end. As at 3 March 2025, the Group had net bank debt (excluding PIK loan) of £19.4 million.

 

Our People

It continues to be a demanding year for our hard-working colleagues, with all teams demonstrating resilience and professionalism as we continue to navigate the challenges faced by the industry. Our people create amazing experiences in all our bars and pubs by delivering excellent service to our guests. Thank you also to our experienced and committed Management teams who continue to support the wider business.

 

Current trading

Following suppressed trading in FY25 H1, caused in part by delays to the Restructuring Plan and the distraction this created for Management, current trading remains softer within the bars. After the disappointing announcement of the new Government's budgetary impacts, we have already implemented significant cost-saving exercises and continue to review costs within the business.

 

We are energised by the opportunities available to the Group, as we put the distractions of the Restructuring Plan behind us. We have been pleased to see Peach and Founders & Co. continue to perform well in early 2025, and will focus on the ongoing initiatives and trials within the bars, with significant focus by management, to increase sales and profitability.

 

The Board remains confident of achieving APM³ adjusted¹ EBITDA in line of £2.0 - 4.0 million as previously announced in January 2025.

 

Luke Johnson

Non-Executive Chairman

3 March 2025

 

¹ Adjusted performance measures exclude exceptional items, share-based payment charges and bar opening costs

² Like-for-like ("LFL") sales are same site sales defined as sales at only those venues that traded in the same week in both the current and prior year

³ APM refers to Alternative Performance Measure being measures reported on an IAS 17 basis

 

Chief Executive Officer's statement

 

Business review

 

Our festive period saw some excellent results across the business, with pre-booked revenue (largely relating to Corporate Christmas bookings) achieving record levels across our bar brands, and was 5.3% ahead of last year. Pubs traded exceptionally well, especially over the four key festive weeks once people had broken up from work. Thirty-two weekly food and drink sales records were broken across the Group during the festive period.

Our new Board has injected fresh energy and pace into our recovery post the Revolution Bars Limited Restructuring Plan and brings a wealth of relevant industry experience from many different avenues, with fresh ideas and thinking.

 

We are encouraged by Peach Pub's continued strong performance, with the brand now making up around one third of our estate. We continue to see a strengthening like-for-like performance over FY25 which gives us great comfort in the opportunity for expansion, with the pubs placed in an attractive marketplace and a more affluent guest base. Founders & Co. has also performed exceptionally well, continuing to go from strength to strength, and this star performer is poised for expansion as soon as possible.

 

The bar brands sit in what continues to be a very challenged marketplace, with the industry-wide bars market seeing average monthly like-for-like sales declining by more than 5% across July to November 2024. We have also been surprised by the number of new openings in the bars market, with a 17% increase in the number of new cocktail bars and a 25% increase in the number of competitive socialising/themed bars across calendar year 2024, which amounts to approximately 200 new bars in the marketplace (per the recent CGA Night Time Economy Market Monitor report). A number of these new openings have impacted our existing locations.

 

Within Revolution, we have completed several guest-facing trials in FY25 H1, building towards a brand relaunch in the Spring of 2025. Music is playing an increasingly important role in this brand, as guests increasingly seek out experience-led entertainment. We are getting back to our roots as the original party bar, which will very much be an important part of 2025 for the brand.

 

Revolución de Cuba still sees a strong, distinctive guest proposition that resonates well with its guest base. We are focused on increasing levels of live content within these bars to drive footfall.

 

The Restructuring Plan (the "Plan"), launched in April 2024, continued well into FY25 and formally completed with the sanction in August 2024 and Fundraising proceeds received in September 2024. This was much later than originally anticipated, and coupled with the unsettling Formal Sale Process meant a continued highly disruptive environment for our teams, and Management's focus being distracted for longer. We are delighted to have finally concluded the Plan, however because of the delays our immediate focus post-Plan was the key festive trading period, with the recovery plan therefore running several months behind our initial expectations.

 

Central and in-bar cost bases have been overhauled, with further cost reductions made in the Support Centre to deliver a leaner business that is able to endure the Government-imposed costs due in April 2025. We continue to monitor and mitigate these legislative challenges through cost reductions where possible. Coupled with the successful trial of a range of initiatives within the bars, we are excited for the revitalising of the Revolution brand in Spring 2025.

 

We are thrilled to say that our Peach Pubs are outperforming the market. With the increased focus on high quality food seen in the pubs, 26.1% of Group revenue is now coming from food, with significantly more of our revenue being achieved before 11pm.

 

Group strategic priorities

We continue to focus on our five key strategic priorities, which we believe are key to driving performance and navigating the ongoing challenging environment. Below is some of our progress and upcoming priorities:

 

·      Maximising Revenue & Profit:

o  Increased focus on driving pre-booked revenue, such as Corporate bookings and parties, has delivered 4.6% growth in FY25 H1;

o  The Group delivered a robust festive trading period, with record levels of pre-booked revenue seen in our bar brands, and Peach Pubs particularly seeing very strong performance;

o  Food sales growth has been achieved through the strong performance of Peach Pubs and their high-quality food offering, with the pubs seeing an exceptional January bounce-back with a further strong food led promotional campaign planned for Spring. The pubs' breakfast offering is also being relaunched in Spring 2025; and

o  The Revolution Revival, with music led campaigns, is being launched to re-establish Revolution as the best party bar on the planet. We're getting back to our roots of being the original party starters since 1996, leaning in on our heritage and the nostalgia of the 90s.

 

·      Guest Experience:

o  A real focus on drinks quality in both bar brands in FY25 H2, with a 25% reduction in the cocktail menu to ensure our teams can deliver high-energy service and consistently brilliant cocktails;

o  Revolución de Cuba showcasing refreshed live content in all bars to drive guest engagement, and ensure we are fighting back against competitor openings;

o  Revolution will create nightly reasons to visit, used to build our community through the curation of unmissable events delivered through local and national collaborations; and

o  The trials successfully completed in late 2024 will also flow into Revolution, with a complete brand refresh in Spring 2025, with new food and drink menus, new branding, and a focus on getting the party started.

 

·      Cost Control:

o  The Support Centre payroll costs have been restructured post-Plan, reflecting a leaner business. These payroll costs have seen a 18.7% reduction since last year;

o  All central department budgets have been rightsized for the new estate portfolio size;

o  A reduction in energy consumption across our bars of 35% on the 2017 baseline has helped mitigate periods of heightened utilities costs; and

o  A new labour management system has been implemented across the Peach Pubs business to support careful payroll management.

 

·      Diversification of Sales:

o  Partnership with "The Jockey Club" strengthened; we will be back at Aintree and bigger than ever! The Revolution bar returns from last year, but we are pleased that Peach Pubs will also be appearing at the Grand National meet with its brilliant guest offering; and

o  Third party agency sales are up by 27.2%, driven by Virgin Experience, Buyagift, Activity Superstore, and Red Letter Days].

 

·      Brand Awareness and ESG including Sustainability and EVP:

o  We were incredibly proud to have improved our Carbon Disclosure Project score from a B to an A- this year, moving the Group into the leadership band. Our score is now higher than the Europe regional average, and higher than the Bars, Hotels & Restaurants sector average;

o  Advancements in the development of our people through the launch of our newly designed Trainee Assistant Manager Programme, facilitating growth for our people as they move into their first management roles, as well as launching the Cuban Immersion, giving all new starters a taste of Cuba when joining the Group;

o  Achieved 62% Engagement score with 85% Participation in our October 2024 Quality of Life survey, seeing only a very small decrease in engagement despite challenges within the business; and

o  Launched new employee benefits programme, Hospitality Rewards, to the entire Group at the start of FY25.

 

Our People

The upcoming Government-imposed Budget increases to National Minimum Wage and National Insurance are significant for all Hospitality business and create a real challenge for the Group to mitigate. Whilst the regressive National Insurance hike benefits only the Government, the National Minimum Wage increase will, at least, help support our predominantly young teams. It is these young, vibrant colleagues in our bars who have shown such resilience and dedication in supporting the turnaround of the business.

 

Whilst the bars have been so heavily impacted by the Restructuring Plan and site rationalisation, there was also a need to reduce the Support Centre size to reflect this new, smaller Group of bars and pubs. Since the same time last year, we have reduced the Support Centre payroll costs by 18.7% and seen a reduction in headcount of 16.8%.

 

We were pleased to have 85% participation in our Quality of Life questionnaire, seeing only a very small decrease in engagement despite the challenges within the business.

 

Market outlook   

Conditions remain challenging, however the upcoming 16.3% increase in wages to 18-20-year-olds could be a net benefit to our Revolution brand as millions of young people will have more disposable income.

 

The National Insurance threshold movement was completely unexpected and is a regressive move that impacts the lowest paid the most. This absolutely goes against what a Labour Government should stand for, and it is unimaginable that they couldn't see that prior to announcing it.

 

Hospitality can be a powerhouse for economic growth in the UK when allowed to do what it does best. However, it is currently overtaxed with 38p in every pound spent in a bar or pub ending up back with the Treasury through some form of tax or duty. We need the Government to create the right conditions through business rates reform and removing VAT on food purchased in a hospitality setting, just as there is no VAT on food in supermarkets.

 

Current Trading and Outlook

Whilst FY25 H1 was impacted by the elongated Restructuring Plan process, we were pleased to see a positive trading period over Christmas. The consumer remains under pressure with the ongoing cost-of-living crisis, and consumer confidence in an extremely weak position. The Government is not helping with its regressive tax hikes on the lowest paid in the form of National Insurance increases.

 

There is a huge opportunity for our bars business over the next 12 months, as we build back from the disruption of 2024, with plenty of exciting initiatives launching.

 

Our pubs business now makes up around a third of our estate, and we are very pleased to see the pubs thriving. They continue to deliver great success, and we look forward to expanding Peach Pubs as soon as possible.

 

The Board remains confident in achieving trading performance in line with expectations set in January 2025.

 

 

Rob Pitcher

Chief Executive Officer

3 March 2025

 

Financial Review

Introduction

 

· The "H1 FY25" accounting period represents trading for the 26 weeks to 28 December 2024 ("the period"). The comparative period "H1 FY24" represents trading for the 26 weeks to 30 December 2023 ("the prior period");

· The Group continues to offer comparative Alternative Performance Measures³ ("APM") of the numbers converted to IAS 17 following the implementation of IFRS 16 in FY20. APM³ for the current period are given equal prominence in this review because, in the opinion of the Directors, these provide a better guide to the underlying performance of the business;

· The results information therefore gives FY25 H1 IFRS 16 statutory numbers, followed by APM³ under IAS 17. A reconciliation between statutory and APM³ figures is provided in note 18.

 

	H1 FY25 (IFRS 16) £m	H1 FY24 (IFRS 16) £m	H1 FY25 (IAS 17) £m	H1 FY24 (IAS 17) £m
Total Sales	64.2	82.3	64.2	82.3
Operating Profit	30.5	7.2	(4.9)	(0.7)
Adjusted1 EBITDA	6.1	8.9	3.1	3.2
Profit/(Loss) Before Tax	30.1	3.1	(3.0)	(2.1)
Non-cash Exceptionals	30.8	4.0	(3.4)	(0.8)
Cash Exceptionals	(2.4)	(0.1)	(2.4)	(0.1)
Exceptional finance income	3.1	-	3.1	-
Net Bank Debt	(14.7)	(20.0)	(14.7)	(20.0)

 

Results

Total sales for the Group declined from £82.3 million to £64.2 million, primarily due to a reduced estate following the Restructuring Plan, and to a lesser extent due to the impact of consumer confidence from the nighttime bars market, and the distractions caused by the delayed timetable to the Restructuring Plan. APM³ adjusted¹ EBITDA remains in line with the previous year as a result of lower sales offset by reduced operating costs, including rent and rates due to the exit of leases, and payroll costs from restructured teams.

The underlying result, as measured by our preferred APM³ adjusted¹ EBITDA, was £0.1 million lower than the equivalent prior year period, at a profit of £3.1 million (FY24 H1: profit of £3.2 million). This is our preferred metric as it is a proxy for the underlying cash available, in a normal trading period, for investment, loan servicing and repayment, and for distributing to shareholders in the form of dividends.

Gross profit in the half year was £48.9 million (FY24 H1: £63.0 million) which amounted to a gross margin of 76.1% comparable to 76.5% in the equivalent prior period. Margin remains consistent with the previous year, with a small reduction showing the impact of increased brand mix from Peach Pubs, which attract a lower margin due to high-quality food participation.

Underlying profitability

The Board's preferred profit measures are APM3 adjusted1 EBITDA and APM3 adjusted1 pre-tax profit/(loss) as shown in the tables below. The APM3 adjusted1 measures exclude exceptional items, bar opening costs and charges arising from long-term incentive plans ("LTIPs").

 

	26 weeks ended 28 December 2024   IFRS 16 £m	26 weeks ended 30 December 2023   IFRS 16 £m	52 weeks ended 29 June 2024   IFRS 16 £m	26 weeks ended 28 December 2024 APM3 IAS 17 £m	26 weeks ended 30 December 2023 APM3 IAS 17 £m	52 weeks ended 29 June 2024 APM3 IAS 17 £m
Pre-tax profit/(loss)	30.1	3.1	(36.7)	(3.0)	(2.1)	(22.5)
(Deduct)/add back Exceptional items	(28.4)	(3.9)	31.1	5.7	0.9	16.9
Add back (credit)/charge arising from LTIPs	(0.0)	0.1	(0.1)	(0.0)	0.1	(0.1)
Deduct Exceptional finance income	(3.1)	-	-	(3.1)	-	-
Adjusted1 pre-tax (loss)/profit	(1.5)	(0.7)	(5.7)	(0.4)	(1.2)	(5.7)
Add back Depreciation	4.0	5.6	10.7	2.3	3.0	5.9
Add back Amortisation	0.0	0.0	0.0	0.0	0.0	0.0
Add back Finance costs	3.6	4.1	8.4	1.2	1.4	2.8
Adjusted1 EBITDA	6.1	8.9	13.4	3.1	3.2	3.0

 

Exceptional items and accounting for long-term incentive plans

Exceptional items, by virtue of their size, incidence or nature, are disclosed separately in order to allow a better understanding of the underlying trading performance of the Group. Exceptional expenses for the half-year were credit of £28.4 million (FY24 H1: credit of £3.9 million). This predominantly related to exceptional gain on disposals as a result of exited leases, some lease modifications arising on regeared leases, offset by some exceptional costs associated with exiting the sites in both the current and prior reporting periods.

The £4.0 million (FY24 H1: £nil) write-off of debt under the amended facility gave rise to an exceptional finance income credit offset by the equity instrument of warrants, resulting in a £3.1 million exceptional finance income. Please see note 15 for further details of the warrants.

Credit/charge relating to long-term incentive schemes

A credit of £0.0 million (FY24 H1: charge of £0.1 million) on long-term incentive schemes arose as a result of the restricted share award schemes, with the prior year charge arising as a result of the restricted share award schemes.

Finance costs

Finance costs of £3.6 million (FY24 H1: £4.1 million) are made up of £1.1 million of bank interest paid on borrowings (FY24 H1: £1.3 million) and £2.5 million of lease interest (FY24 H1: £2.8 million).

Liquidity

At the start of FY25 the Group held a £30.0 million Revolving Credit Facility "RCF", expiring October 2025. Interest is charged on the utilised RCF at a margin determined by leveraging plus SONIA, with unutilised RCF values having interest charged at 40% of margin.

In August 2024, the facility was refinanced, through which a number of new amendments were agreed. Accordingly, the Group now holds a £26.0 million Revolving Credit Facility ("RCF") of which £1.1 million is separately held as an energy guarantee. 

In accordance with the updated amendments, the Group will therefore have committed funding facilities available during the going concern assessment period as shown in the table below:

 

	Energy Guarantee £m	RCF   £m	Total Facility £m
31 December 2024 30 June 2025	1.1 1.1	24.9 24.9	26.0 26.0
31 December 2025	1.1	24.9	26.0
30 June 2026	1.1	24.9	26.0

 

Taxation

There is no tax payable in respect of the current period due to brought-forward losses, allowances available, and the specific nature of certain transactions within the year (FY24 H1: same).

Earnings/loss per share

Basic earnings per share for the period was 2.9 pence (FY24 H1: earnings of 1.3 pence). Adjusting for exceptional items, non-recurring opening costs and charges arising from long-term incentive plans resulted in an adjusted1 basic loss per share for the period of (0.8) pence (FY24 H1: loss of (0.6) pence).

Operating cash flow and net bank debt

The Group generated net cash outflow from operating activities in the period of £(0.7) million (FY24 H1: generated cash inflow £10.1 million), whilst capital expenditure payments of £0.8 million, bank loan interest £0.1 million, loan repayments of £5.0 million and lease rental payments of £4.2 million, offset with the net proceeds from the equity fundraising of £11.6 million, contributed to a net cash inflow in the period of £0.6 million, decreasing net bank debt of £(24.4) million as at 29 June 2024 to a net bank debt closing position of £(14.7) million as at 28 December 2024 following a repayment of £5.0 million of borrowings and a £4.0 million debt write off in August 2024.

Dividend

As notified previously, the Board has suspended payments of dividends. A condition of the new RCF facility is that the Company is unable to pay a dividend until July 2027 and then only with consent. There was no dividend paid or declared in either the current or prior period.

Going concern

In consideration of the 12 month going concern assessment period, the Directors have adopted the going concern basis in preparing these financial statements after careful assessment of identified principal risks and, in particular, the possible adverse impact on financial performance, specifically on revenue and cash flows, as a result of the continued cost-of-living pressures and economic effects including the impact on consumer confidence.

Following a period of softer trading, which we saw directly impact and reduce headroom on the Group's facilities, the Board announced in April 2024 a Restructuring Plan (the "Plan") for Revolution Bars Limited which was sanctioned in August 2024. In order to fund the Plan, as well as provide additional working capital for the Group, a Fundraising also took place; gross proceeds of £12.5 million were achieved, with net proceeds remitted in September 2024.

The timeline of the Plan was delayed, originally expected to have completed within FY24. Accordingly, the distraction of the Plan on management and bar teams, as well as consumer confidence, led to softer sales seen particularly in the bar brands at the start of FY25. Continued impacts from the economy and Government decisions has then led to a slower than anticipated recovery across both bar brands through FY25 to date, and across the festive trading period.

A material uncertainty exists due to the continued slower recovery seen across both bar brands, which in turn impacts cashflow, and the risk that this deteriorates below the downside forecast case. Management are actively focused on sales and profitable growth within the bars, together with cost control, and remain confident of the continued strong performance seen in the pubs. Accordingly, the financial statements continue to be prepared on the going concern basis. However, the circumstances noted above indicate the existence of a material uncertainty which may cast significant doubt over the ability of the Group to continue as a going concern. The financial statements do not contain the adjustments that would arise if the Group were unable to continue as a going concern.

Responsibility statement of the directors in respect of the half-yearly financial report

We confirm that to the best of our knowledge:

·      the condensed consolidated interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting, and

·      the interim management report includes a fair review of the information required by:

 

a)    DTR 4.2.7R of the Disclosure Guidance and Transparency Rules, being an indication of important events that have occurred during the first 26 weeks of the financial year and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining 26 weeks of the year; and

b)    DTR 4.2.8R of the Disclosure Guidance and Transparency Rules, being related party transactions that have taken place in the first 26 weeks of the current financial year and that have materially affected the financial position or performance of the entity during that period; and any changes in the related party transactions described in the last annual report that could do so.

Danielle Davies

Chief Financial Officer

3 March 2025

 

¹ Adjusted performance measures exclude exceptional items and share-based payment charges and bar opening costs

² Like-for-like ("LFL") sales are same site sales defined as sales at only those venues that traded in the same week in both the current and prior year

³ APM refers to Alternative Performance Measure being measures reported on an IAS 17 basis

 

The Revel Collective plc

Condensed Consolidated Statement of Comprehensive Income

for the 26 weeks ended 28 December 2024  

 

 

 

	Note	Unaudited 26 weeks ended 28 December 2024   £'000	Unaudited 26 weeks ended 30 December 2023                   £'000	Audited 52 weeks ended 29 June 2024   £'000
Revenue	4	64,185	82,300	149,544
Cost of sales		(15,316)	(19,331)	(35,600)
Gross profit		48,869	62,969	113,944
Operating expenses:
- operating expenses, excluding exceptional items		(46,719)	(59,701)	(111,194)
- exceptional items	5	28,392	3,898	(31,119)
Total operating expenses		(18,327)	(55,803)	(142,313)
Operating profit/(loss)		30,542	7,166	(28,369)
Finance expense	6	(3,590)	(4,088)	(8,368)
Finance income, excluding exceptional items		5	-	14
Exceptional finance income	6	3,139	-	-
Profit/(Loss) before taxation		30,096	3,078	(36,723)
Income tax	7	-	-	-
Profit/(Loss) and total comprehensive income for the period		30,096	3,078	(36,723)
Earnings/(Loss) per share:
- basic (pence)	8	2.9	1.3	(16.0)
- diluted (pence)	8	2.5	1.3	(16.0)
Dividend declared per share (pence)		-	-	-

 

 

The Revel Collective plc

Condensed Consolidated Statement of Financial Position

at 28 December 2024

 

	Note	Unaudited 26 weeks  ended 28 December 2024   £'000	Unaudited 26 weeks  ended 30 December 2023   £'000	Audited 52 weeks  ended 29 June 2024   £'000
Assets
Non-current assets
Property, plant and equipment	9	20,532	34,117	22,501
Right-of-use assets	9	37,576	65,708	43,423
Intangible assets		31	31	27
Goodwill		8,471	17,419	8,471
Other non-current assets	10	709	646	709
		67,319	117,921	75,131
Current assets
Inventories		3,066	4,318	3,007
Trade and other receivables	10	5,245	6,717	8,686
Tax receivable		-	38	-
Cash and cash equivalents		5,183	3,980	4,535
		13,494	15,053	16,228
Total assets		80,813	132,974	91,359
Liabilities
Current liabilities
Trade and other payables	11	(24,671)	(29,995)	(30,969)
Lease liabilities	12	(3,891)	(6,955)	(6,883)
Provisions	13	(882)	(871)	(882)
Tax payable		-	-	-
		(29,444)	(37,821)	(38,734)
Net current liabilities		(15,950)	(22,768)	(22,506)
Non-current liabilities
Lease liabilities	12	(69,594)	(111,495)	(103,902)
Interest-bearing loans and borrowings	14	(19,900)	(24,000)	(28,900)
Provisions	13	(1,517)	(1,875)	(1,953)
		(91,011)	(137,370)	(134,755)
Total liabilities		(120,455)	(175,191)	(173,489)
Net liabilities		(39,642)	(42,217)	(82,130)
Equity attributable to equity holders of the parent
Share capital		1,502	230	230
Share premium		44,091	33,794	33,794
Merger reserve		11,645	11,645	11,645
Warrants reserve		861	-	-
Accumulated losses		(97,741)	(87,886)	(127,799)
Total equity		(39,642)	(42,217)	(82,130)

 

The Revel Collective plc

Condensed Consolidated Statement of Changes in Equity

for the 26 weeks ended 28 December 2024

 

						Reserves
	Share capital £'000		Share premium £'000		Merger reserve £'000		Warrants reserve £'000	Accumulated losses £'000	Total  equity £'000
At 1 July 2023	230		33,794		11,645		-	(91,041)	(45,372)
Loss and total comprehensive expense for the period	-		-		-		-	(36,723)	(36,723)
Acquisition consolidation adjustment*	-		-		-		-	85	85
Credit arising from long-term incentive plans	-		-		-		-	(120)	(120)
At 29 June 2024	230		33,794		11,645		-	(127,799)	(82,130)
Profit and total comprehensive income for the period	-		-		-		-	30,096	30,096
Credit arising from long-term incentive plans	-		-		-		-	(38)	(38)
Issue of warrants over Company's shares	-		-		-		861	-	861
Fundraising	1,272		10,297		-		-	-	11,569
At 28 December 2024	1,502		44,091		11,645		861	(97,741)	(39,642)

 

* The acquisition consolidation adjustment relates to the timing difference relating to certain accounting adjustments from the consolidation of The Peach Pub Company (Holdings) Limited and its subsidiaries in the prior year for a period of only seven months.

 

 

The Revel Collective plc

Condensed Consolidated Statement of Cash Flow

at 28 December 2024

 

	Note	Unaudited 26 weeks  ended 28 December 2024 £'000	Unaudited 26 weeks  ended 30 December 2023 £'000	Audited 52 weeks ended 29 June 2024                       £'000
Cash flow from operating activities
Profit/(Loss) after tax from operations		30,096	3,078	(36,723)
Adjustments for:
Finance expense	6	3,590	4,088	8,368
Finance income		(5)	-	(14)
Exceptional finance income	6	(3,139)	-	-
Depreciation of property, plant and equipment	9	2,413	3,207	6,122
Depreciation of right-of-use assets	9	1,533	2,349	4,613
Impairment of property, plant and equipment	9	-	-	9,002
Impairment of right-of-use assets	9	-	-	16,705
Impairment of goodwill		-	-	9,159
Lease modification	5	(3,499)	(287)	(816)
Gain on disposal	5	(27,268)	(3,867)	(5,638)
Other non-cash exceptionals		-	-	(210)
Amortisation of intangibles		2	2	4
(Credit)/charge arising from long-term incentive plans		(38)	77	(120)
Operating cash flows before movement in working capital		3,685	8,647	10,452
(Increase)/decrease in inventories		(59)	(913)	398
Decrease in trade and other receivables		3,441	4,182	1,946
Decrease in trade and other payables		(7,368)	(1,823)	(1,314)
Decrease in provisions		(436)	-	(3)
Tax received		-	-	122
Net cash flow generated from operating activities		(737)	10,093	11,601
Cash flow from investing activities
Cost of acquisition of subsidiaries, net of cash acquired		-	-	(500)
Purchase of intangible assets		(5)	-	(1)
Purchase of property, plant and equipment	9	(823)	(1,163)	(2,318)
Net cash flow used in investing activities		(828)	(1,163)	(2,819)
Cash flow from financing activities
Net proceeds from equity fundraising		11,569	-	-
Interest paid		(61)	(1,302)	(1,386)
Interest received	6	5	-	-
Net lease surrender premiums (paid)/received	5	(83)	-	1,099
Principal element of lease payments	12	(2,499)	(2,789)	(5,465)
Interest element of lease payments	12	(1,718)	(3,226)	(5,762)
Repayment of borrowings	14	(5,000)	(6,800)	(6,800)
Drawdown of borrowings	14	-	5,800	10,700
Net cash flow used in financing activities		2,213	(8,317)	(7,614)
Net increase in cash and cash equivalents		648	613	1,168
Opening cash and cash equivalents		4,535	3,367	3,367
Closing cash and cash equivalents		5,183	3,980	4,535

 

Reconciliation of net bank debt
Net increase in cash and cash equivalents		648	613	1,168
Cash inflow from increase in borrowings		-	(5,800)	(10,700)
Cash outflow from repayment of borrowings		5,000	6,800	6,800
Debt forgiveness		4,000	-	-
Opening net bank debt		(24,365)	(21,633)	(21,633)
Closing net bank debt		(14,717)	(20,020)	(24,365)

 

 

Notes to the Half-yearly Financial Report

 

1. General information and basis of preparation

 

(a) General Information

The Revel Collective plc (the "Company") is a company incorporated in the United Kingdom and registered in England and Wales. Its Registered Office is at 21 Old Street, Ashton-under-Lyne, OL6 6LA, United Kingdom. The Company's shares were admitted to trading on the AIM market of the London Stock Exchange on 27 July 2020.

 

The Revel Collective plc (formerly Revolution Bars Group plc) changed its name in FY25 H1 in recognition of the diverse offering of brands within the Group. The Board of Directors has also seen significant change in FY25 H1, with changes across all Non-Executive roles. The new Non-Executives bring a wealth of industry experience and new thinking. The Group has also changed auditors from PricewaterhouseCoopers LLP to Forvis Mazars for FY25.

 

This half-yearly Financial Report is an interim management report as required by DTR 4.2.3 of the Disclosure Guidance and Transparency Rules of the UK Financial Conduct Authority (the 'FCA').

 

These condensed consolidated interim financial statements as at and for the 26 weeks ended 28 December 2024 comprises the Company and its subsidiaries (together referred to as the "Group").

 

(b) Basis of preparation

The annual financial statements of the Group are prepared in accordance with UK-adopted International Accounting Standards ("IAS") and with the requirements of the Companies Act 2006 applicable to companies reporting under those standards, and they apply to the half-yearly Financial Report for the 26 weeks ended 28 December 2024 (prior period 26 weeks ended 30 December 2023).

 

The condensed consolidated interim financial statements of the Group for the 26 weeks ended 28 December 2024 have been prepared in accordance with IAS 34 Interim Financial Reporting. The condensed consolidated interim financial statements do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the Group's financial statements for the 52 weeks ended 29 June 2024.

 

As required by the Disclosure Guidance and Transparency Rules of the FCA, the condensed set of financial statements has been prepared applying the accounting policies and presentation that were applied in the preparation of the company's published consolidated financial statements for the 52 weeks ended 29 June 2024.

 

The comparative figures for the 52 weeks ended 29 June 2024 are extracted from the Company's statutory accounts for that period. Those accounts have been reported on by the Company's auditor, filed with the Registrar of Companies and are available on request from the Company's Registered Office or to download from www.therevelcollective.com. The auditor's report on those accounts was unqualified, did include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying their report, did include a reference to a material uncertainty relating to going concern, and did not contain any statement under sections 498 (2) or (3) of the Companies Act 2006.

 

New and amended standards adopted by the Group

A number of new or amended standards became applicable for the current reporting period. The Group did not have to change its accounting policies or make retrospective adjustments as a result of adopting these standards.

 

(c) Going concern

In consideration of the 12 month going concern assessment period, the Directors have adopted the going concern basis in preparing these financial statements after careful assessment of identified principal risks and, in particular, the possible adverse impact on financial performance, specifically on revenue and cash flows, as a result of the continued cost-of-living pressures and economic effects including the impact on consumer confidence.

Following a period of softer trading, which we saw directly impact and reduce headroom on the Group's facilities, the Board announced in April 2024 a Restructuring Plan (the "Plan") for Revolution Bars Limited which was sanctioned in August 2024. In order to fund the Plan, as well as provide additional working capital for the Group, a Fundraising also took place; gross proceeds of £12.5 million were achieved, with net proceeds remitted in September 2024.

The timeline of the Plan was delayed, originally expected to have completed within FY24. Accordingly, the distraction of the Plan on management and bar teams, as well as consumer confidence, led to softer sales seen particularly in the bar brands at the start of FY25. Continued impacts from the economy and Government decisions has then led to a slower than anticipated recovery across both bar brands through FY25 to date, and across the festive trading period.

A material uncertainty exists due to the continued slower recovery seen across both bar brands, which in turn impacts cashflow, and the risk that this deteriorates below the downside forecast case. Management are actively focused on sales and profitable growth within the bars, together with cost control, and remain confident of the continued strong performance seen in the pubs. Accordingly, the financial statements continue to be prepared on the going concern basis. However, the circumstances noted above indicate the existence of a material uncertainty which may cast significant doubt over the ability of the Group to continue as a going concern. The financial statements do not contain the adjustments that would arise if the Group were unable to continue as a going concern.

2. Significant accounting policies

The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Group's annual financial statements for the 52 weeks ended 29 June 2024. These accounting policies are all expected to be applied for the 52 weeks to 28 June 2025.

Leases

Where the Company is a lessee, a right-of-use asset and lease liability are both recognised at the outset of the lease. Each lease liability is initially measured at the present value of the remaining lease payment obligations taking account of the likelihood of lease extension or break options being exercised. Each lease liability is subsequently adjusted to reflect imputed interest, payments made to the lessor and any modifications to the lease. The right-of-use asset is initially measured at cost, which comprises the amount of the lease liability, plus lease payments made at or before the commencement date adjusted by the amount of any prepaid or accrued lease payments, less any incentives received to enter into the lease, plus any initial direct costs incurred by the Group to execute the lease, and less any onerous lease provision. The right-of-use asset is depreciated in accordance with the Group's accounting policy on property, plant and equipment. The amount charged to the income statement comprises the depreciation of the right-of-use asset and the imputed interest on the lease liability.

 

When a lease is disposed of, the corresponding remaining lease liability is removed. If sufficient right-of-use asset remains, the corresponding credit will be taken there to appropriately remove any remaining asset also. Where the right-of-use asset has already been written down, either partially or in full, the remaining balance is taken as a credit to the P&L as an exceptional gain on disposal. This is in line with the same treatment taken on lease modifications and regears.

 

Financial Instruments

Financial assets are classified and measured at fair value through profit or loss (FVTPL). Impairment losses on financial assets measured at amortized cost. Financial liabilities are classified as financial liabilities at FVTPL. Financial liabilities held for trading or designated as at FVTPL on initial recognition are measured at fair value, with changes recognised in profit or loss. Equity instruments issued by the Group are recorded at fair value, net of direct issue costs. These are not subsequently remeasured.

 

Items impacting Alternative Performance Measures

 

Exceptional items

Items that are unusual or infrequent in nature and material in size are disclosed separately in the income statement. The separate reporting of these items helps provide a more accurate indication of the Group's underlying business performance, which the Directors believe would otherwise be distorted. Exceptional items typically include impairments of property, plant and equipment and right-of-use assets, restructuring costs, and costs associated with major one-off projects.

 

Share based payments

Charges relating to share-based payment arrangements, while not treated as an exceptional item, are adjusted for when arriving at adjusted EBITDA on the basis that such amounts are non-cash, can be material and often fluctuate significantly from period to period, dependent on factors unrelated to the Group's underlying trading performance.

 

Bar and pub opening costs

Bar and pub opening costs relate to costs incurred in getting new bars and pubs fully operation and primarily include costs incurred before the opening and preparing for launch, even if the bars or pubs do not open in the period. Although not treated as an exceptional item, these are adjusted for when arriving at adjusted EBITDA on the basis that such amounts are non-cash, can be material and often fluctuate significantly from period to period, dependent on factors unrelated to the Group's underlying trading performance.

 

3. Key Risks

The directors believe that the principal risks and uncertainties faced by the business are as set out below. Occurrence of any of these risks or a combination of them may significantly impact the achievement of the Group's strategic goals;

 

·      Consumer demand and Cost-of-living

·      Climate change and Sustainability

·      Refurbishment and acquisition of bars

·      Supplier concentration and inflationary cost rises

·      Funding and Interest rates

·      Consumer demand and PR

·      Health and safety

·      National minimum/living wage

·      Other legislative tax changes

·      COVID-19

4. Segmental reporting

The Group's continuing operating businesses are organised and managed as reportable business segments according to the information used by the Group's Chief Operating Decision Maker ("CODM") in its decision making and reporting structure.

 

The Group's internal management reporting is focused predominantly on revenue and APM IAS 17 adjusted EBITDA, as these are the principal performance measures and drives the allocation of resources. The CODM receives information by trading venue, each of which is considered to be an operating segment. All operating segments have similar characteristics and, in accordance with IFRS 8, are aggregated to form an "Ongoing business" reportable segment. Within the ongoing business, assets and liabilities cannot be allocated to individual operating segments and are not used by the CODM for making operating and resource allocation decisions.

 

The Group performs all its activities in the United Kingdom. All the Group's non-current assets are located in the United Kingdom. Revenue is earned from the sale of drink and food with a small amount of admission and other income.

 

 

	Unaudited 26 weeks  ended 28 December 2024 £'000	Unaudited 26 weeks  ended 30 December 2023 £'000	Audited 52 weeks  ended 29 June 2024  £'000
Revenue	64,185	82,300	149,544
Cost of sales	(15,316)	(19,331)	(35,600)
Gross profit	48,869	62,969	113,944
Operating expenses:
- operating expenses excluding exceptional items	(46,719)	(59,701)	(111,194)
- exceptional items	28,392	3,898	(31,119)
Total operating expenses	(18,327)	(55,803)	(142,313)
Operating profit/(loss)	30,542	7,166	(28,369)

Bar & Pub Revenue relates to food, drink and admission sales from the Group's bars and pubs. Other Revenue includes photobooth income, as well as other smaller revenue streams including rental, commission, accommodation and online revenue.

 

	Unaudited 26 weeks  ended 28 December 2024 £'000	Unaudited 26 weeks  ended 30 December 2023 £'000	Audited 52 weeks  ended 29 June 2024  £'000
Bar & Pub Revenue	62,274	80,263	145,515
Other Revenue	1,911	2,037	4,029
Revenue	64,185	82,300	149,544

 

 

 

5. Exceptional items

Exceptional items, by virtue of their size, incidence, or nature, are disclosed separately in order to allow a better understanding of the underlying trading performance of the Group. Exceptional (credits)/ charges comprised the following:

 

 

		Unaudited 26 weeks  ended 28 December 2024 £'000	Unaudited 26 weeks  ended 30 December 2023 £'000	Audited 52 weeks  ended 29 June 2024  £'000
Operating expenses/(credits):
- impairment of right-of-use assets		-	-	16,705
- impairment of property, plant and equipment		-	-	9,002
- impairment of goodwill		-	-	9,159
- lease modification		(3,499)	(287)	(816)
- net gain on disposal		(27,268)	(3,867)	(5,638)
- business restructure		2,375	256	2,707
Total exceptional (credit)/charge		(28,392)	(3,898)	31,119

 

A Restructuring Plan (the "Plan") for Revolution Bars Limited was announced in FY24, resulting in the cessation of liability (and therefore closing and surrender) of a number of leases, as well as improved lease terms on others. A Formal Sale Process was also ran at the same time, which did not result in any transactions and showed that the Plan was the best option for the business. A £12.5 million equity Fundraise was also ran to fund the Plan and provide further working capital for the Group, of which the net funds were remitted in September 2024, following successful sanction of the Plan in August 2024.

To fund the newly restructured business, amendments were also made to the existing Revolving Credit Facility ("RCF") held with NatWest, including: an extension of facility to October 2028, write-off of £4.0 million of debt, change to repayment profile, and covenant support. Warrants were issued to NatWest for the exchange of Ordinary Shares under certain circumstances (see note 15).

The business restructure costs incurred in FY25 and FY24 relate to the above workstreams, including legal and consultancy costs, redundancies, and other costs associated with the Plan.

No impairment review is conducted at the half-year, but a full impairment review is conducted across the entire asset base at year-end.

The lease modifications relate to the credit that arises under an IFRS 16 lease modification where a reduction in lease term or value is recognised, but the asset has already been impaired to a lower value. In those instances, the corresponding credit is taken as an exceptional credit.

 

Exceptional gains on disposal were also recognised on the exit of 25 leases through extinguishing IFRS 16 lease liabilities and is net of any surrender premiums paid or payable to, or received or receivable from, landlords, other relevant exit costs, and impairment on the exited leases.

 

		Unaudited 26 weeks  ended 28 December 2024 £'000	Unaudited 26 weeks  ended 30 December 2023 £'000	Audited 52 weeks  ended 29 June 2024  £'000
Gross gain on disposal		(27,351)	(3,703)	(4,539)
Surrender premiums paid/(received) in period		60	(250)	(1,307)
Related surrender costs paid in period		23	86	208
Net gain on disposal		(27,268)	(3,867)	(5,638)

 

	Unaudited 26 weeks  ended 28 December 2024 £'000	Unaudited 26 weeks  ended 30 December 2023 £'000	Audited 52 weeks  ended 29 June 2024                     £'000
Interest payable on bank loans and overdrafts	1,130	1,302	2,674
Interest on lease liabilities	2,460	2,786	5,694
Interest payable	3,590	4,088	8,368

 

 

6. Finance expense

 

	Unaudited 26 weeks  ended 28 December 2024 £'000	Unaudited 26 weeks  ended 30 December 2023 £'000	Audited 52 weeks  ended 29 June 2024                     £'000
Exceptional finance income	3,139	-	-
Exceptional finance income	3,139	-	-

 

Exceptional finance income arises from the £4.0m extinguishment of gross borrowings under the Revolving Credit Facility, offset by an equity instrument representing warrants issued, following an amended facility agreement with NatWest in FY25 H1, as explained in note 15.

 

7. Income Tax

The taxation charge for the 26 weeks ended 28 December 2024 has been calculated by applying an estimated effective tax rate for the 52 weeks ending 28 June 2025. There is no tax payable in respect of the current period due to brought-forward losses, allowances available, and the specific nature of certain transactions within the year (FY24 H1: same).

 

8. Earnings per share

 

The calculation of loss per ordinary share is based on the results for the period, as set out below:

 

		Unaudited 26 weeks  ended 28 December 2024 £'000		Unaudited 26 weeks  ended 30 December 2023 £'000	Audited 52 weeks  ended 29 June 2024 £'000
Profit/(Loss) for the period (£'000)		30,096		3,078	(36,723)
Weighted average number of shares - basic ('000)		1,052,414		230,049	230,049
Basic earnings/(loss) per Ordinary share (pence)		2.9		1.3	(16.0)
Weighted average number of shares - diluted ('000)		1,207,051		242,717	241,228
Diluted earnings/(loss) per Ordinary share (pence)		2.5		1.3	(16.0)

Diluted shares are calculated making an assumption of outstanding options expected to be awarded. The associated diluted loss (where applicable) per Ordinary Share cannot be anti-dilutive and therefore is capped at the same value as basic loss per Ordinary Share.

 

Profit for the period was impacted by one-off exceptional costs. A calculation of adjusted earnings per Ordinary Share is set out below.

	Unaudited 26 weeks  ended 28 December 2024 £'000		Unaudited 26 weeks  ended 31 December 2023 £'000	Audited 52 weeks  ended 29 June 2024                     £'000
Profit/(Loss) on ordinary activities before taxation	30,096		3,078	(36,723)
Exceptional items, share-based payments and bar opening costs	(28,430)		(3,821)	30,999
Exceptional finance income	(3,139)
Adjusted loss on ordinary activities before taxation	(1,473)		(743)	(5,724)
Taxation on ordinary activities	-		-	-
Taxation on exceptional items and bar opening costs	(7,098)		(741)	7,780
Adjusted (loss)/profit of ordinary activities after taxation	(8,571)		(1,484)	2,056
Basic number of shares ('000)	1,052,414		230,049	230,049
Adjusted basic (loss)/earnings per share (pence)	(0.8)		(0.6)	0.9
Diluted number of shares ('000)	1,207,051		242,717	241,228
Adjusted diluted (loss)/earnings per share (pence)	(1.0)		(0.6)	0.9

 

9. Property, plant and equipment and right-of-use assets

Property, plant and equipment	Freehold land and buildings	Short leasehold premises	Fixtures and fittings	IT equipment and office furniture	Total
	£'000	£'000	£'000	£'000	£'000
Cost
At 29 June 2024	226	67,377	33,014	5,723	106,340
Additions	-	284	395	144	823
Disposals	-	(19,277)	(6,780)	(428)	(26,485)
At 28 December 2024	226	48,384	26,629	5,439	80,678
Accumulated depreciation and impairment
At 29 June 2024	-	(52,918)	(25,892)	(5,029)	(83,839)
Depreciation charges	-	(1,155)	(1,039)	(219)	(2,413)
Disposals	-	19,047	6,648	411	26,106
At 28 December 2024	-	(35,026)	(20,283)	(4,837)	(60,146)
Net book value
At 28 December 2024	226	13,358	6,346	602	20,532
At 29 June 2024	226	14,459	7,122	694	22,501

 

 

Right-of-use assets - Group	Short leasehold premises
	£'000
Cost
At 29 June 2024	120,223
Additions	702
Reassessment/modification of assets previously recognised	(3,700)
Disposals	(33,736)
At 28 December 2024	83,489
Accumulated depreciation and impairment
At 29 June 2024	(76,800)
Depreciation charges	(1,533)
Disposals	32,420
At 28 December 2024	(45,913)
Net book value
At 28 December 2024	37,576
At 29 June 2024	43,423

 

Depreciation and impairment of property, plant and equipment and right-of-use assets are recognised in operating expenses in the consolidated statement of profit or loss and other comprehensive income. No impairment review is conducted at the half-year, but a full impairment review is conducted across the entire asset base at year-end.

 

10. Trade and other receivables

	Unaudited 26 weeks  ended 28 December 2024 £'000	Unaudited 26 weeks  ended 30 December 2023 £'000	Audited 52 weeks  ended 29 June 2024                    £'000
Amounts falling due within one year
Trade and other receivables	1,754	2,219	2,570
Accrued rebate income	701	629	365
Prepayments	2,790	3,869	5,751
Other debtors	-	-	-
	5,245	6,717	8,686

 

There are also £709k of non-current receivables relating to lease deposits due under lease agreements, predominantly relating to pubs.

 

 

11. Trade and other payables

	Unaudited 26 weeks  ended 28 December 2024 £'000	Unaudited 26 weeks  ended 30 December 2023 £'000	Audited 52 weeks  ended 29 July 2024                    £'000
Amounts falling due within one year
Trade payables	11,055	13,424	13,000
Other payables	468	374	389
Accruals and deferred income	9,329	10,553	10,740
Other taxes and social security costs	3,819	5,644	6,840
	24,671	29,995	30,969

 

 

12. Lease liabilities

	Short leasehold properties £'000
At 29 June 2024	110,785
Additions	702
Reassessment/modification of liabilities previously recognised	(3,700)
Surrender of leases (note 5)	(29,046)
Gain on extinguishment of lease liabilities (note 5)	(3,499)
Lease liability payments	(4,217)
Finance costs	2,460
At 28 December 2024	73,485

The reassessment/modification of leases relates to re-gears on existing leases, where the terms of the lease have been changed such as an extension or change to rental amount.

 

The lease liability cash payments in the year comprise interest of £1.7 million and principal of £2.5 million. £3.9 million of the net present value of lease liabilities are current, and £69.6 million are non-current.

 

13. Provisions

 

The dilapidations provision relates to a provision for dilapidations due at the end of leases. The Group provides for unavoidable costs associated with lease terminations and expires against all leasehold properties across the entire estate, built up over the period until exit. Other provisions include provisions for various COVID-19 related items, which are uncertain of timing and therefore classified as less than one year. Dilapidations provisions are expected to be utilised over the next 5-15 years as leases come to an end.

 

	Other provisions   £,000	Dilapidations provision £'000	Total provisions   £'000
At 29 June 2024	882	1,953	2,835
Movement on provision	-	(351)	(351)
Utilisation of provision	-	(85)	(85)
At 28 December 2024	882	1,517	2,399

 

	Unaudited 26 weeks  ended 28 December 2024 £'000	Unaudited 26 weeks  ended 30 December 2023 £'000	Audited 52 weeks  ended 29 June 2024                    £'000
Current	882	871	882
Non-current	1,517	1,875	1,953
	2,399	2,746	2,835

 

 

14. Interest-bearing loans and borrowings

 

	Unaudited 26 weeks  ended 28 December 2024 £'000	Unaudited 26 weeks  ended 30 December 2023 £'000	Audited 52 weeks  ended 29 June 2024                    £'000
Revolving credit facility	19,900	24,000	28,900
	19,900	24,000	28,900

 

As at the date of the consolidated financial position, the Group had a total revolving credit facility (the "Facility") of £26.0 million expiring in October 2028, of which £19.9m was drawn down.

The Facility is secured and supported by a fixed equitable charge over the assets of The Revel Collective plc, Revolución De Cuba Limited, Revolution Bars Limited, Revolution Bars (Number Two) Limited, Inventive Service Company Limited, and The Peach Pub Company (Holdings) Limited and its subsidiaries.

 

15. Amended banking facility

As part of an amended facility agreement completed with NatWest (the "lender") in August 2024, the Group has issued warrants to the lender. Under the agreement, the lender has the option to sell these warrants back to the Group, in exchange for cash, should certain trigger share prices be met. In parallel, the Company has a contractual obligation to sell the warrants to a specified Shareholder of the Group, at the same price, ensuring the Company does not bear economic exposure.

Financial liability and financial asset assessment

Under IFRS 9 (Financial Instruments), the following accounting treatment has been applied:

·      The Group's obligation to repurchase the warrants from the lender represents a financial liability, as it constitutes a contractual obligation to deliver cash. This liability has been classified as a financial liability at fair value through profit or loss (FVTPL), given its nature as a derivative.

 

·      The Company's obligation to sell the warrants to the Shareholder represents a financial asset, meeting the definition of a derivative asset at fair value through profit or loss (FVTPL).

 

·      An assessment was conducted to determine the fair value of both the financial liability and asset based on Management's assessment. This valuation is currently immaterial and thus no financial liability or financial asset has been recognised, but this will be reviewed at least annually, with any changes giving rise to a material valuation in fair value being recognised in the consolidated statement of profit or loss.

Equity instrument assessment regarding the warrants

The Warrants Reserve was created in FY25 H1 following the issuance of warrants, which were classified as an equity instrument under IAS 32 - Financial Instruments: Presentation. The reserve represents the fair value of the warrants at the grant date, as determined by appropriate valuation methodology.

In accordance with IFRS 9 - Financial Instruments and IFRIC 19 - Extinguishing Financial Liabilities with Equity Instruments, the fair value of the warrants issued was credited to a newly created Warrants Reserve within equity. The corresponding debit was recognised in the consolidated statement of profit or loss within exceptional finance income, resulting in a Gain on Extinguishment arising as the difference in value between the write-off of £4.0 million of debt and equity instrument. The reserve will remain within equity unless the warrants are exercised or expire.

Debt Modification Assessment

Under IFRS 9, a modification of a financial liability, such as the amended facility, must be assessed to determine whether it constitutes a substantial modification (requiring derecognition of the old liability and recognition of a new liability) or a non-substantial modification (requiring a recalculation of the carrying amount with an adjustment to profit or loss).

The Company assessed the modification in accordance with IFRS 9.3.3.2, which states that a modification is substantial if the net present value (NPV) of the revised cash flows including any fees paid net of any fees received, discounted at the original effective interest rate, differs by 10% or more from the original liability. Additional qualitative factors were also considered.

·      The NPV test indicated that the modification did not exceed the 10% threshold.

 

·      The changes in terms were not deemed to fundamentally alter the nature of the liability.

 

·      Therefore, the amendment was classified as a non-substantial modification, and the original financial liability was not derecognised. The carrying amount of the loan was not found to be materially different to the existing valuation and accordingly no difference was recognised in the consolidated statement of profit or loss.

A Gain on Extinguishment has been recognised within Exceptional Finance Income which represents the difference between valuation of £4.0 million debt wrote off as part of the amended facility, and recognition of the Equity valuation relating to the warrants.

16. Dividends

No dividend in respect of the interim reporting period is being declared. No interim or final dividend was declared in respect of the 52 weeks ended 29 June 2024.

 

17. Capital Commitments

There were £nil capital commitments as at 28 December 2024 (at 29 June 2024: £nil).

 

18. Alternative Performance Measures - Adjusted EBITDA - Non-IFRS 16 Basis
The Board's preferred profit measures are Alternative Performance Measures ("APM") adjusted EBITDA and APM adjusted pre-tax loss, as shown in the tables below. The APM adjusted measures exclude exceptional items, bar opening costs and charges/credits arising from long term incentive plans. Non-GAAP measures are presented below which encompasses adjusted EBITDA on an IFRS 16 basis:

			26 weeks ended 28 December  2024 £'000	26 weeks ended 30 December  2023 £'000	52 weeks ended 29 June  2024 £'000
Non-GAAP measures
Revenue			64,185	82,300	149,544
Operating profit			30,542	7,166	(28,369)
Exceptional items			(28,392)	(3,898)	31,119
(Credit)/charge arising from long-term incentive plans			(38)	77	(120)
Adjusted operating profit			2,112	3,345	2,630
Finance expense			(3,590)	(4,088)	(8,368)
Finance income			5	-	14
Adjusted (loss)/profit before tax			(1,473)	(743)	(5,724)
Depreciation			3,946	5,556	10,735
Amortisation			2	2	4
Finance expense			3,590	4,088	8,368
Finance income			(5)	4,088	8,368
Adjusted EBITDA			6,060	8,903	(14)

 

The below table reconciles from the statutory non-GAAP adjusted EBITDA to the APM formats, which translates to a pre-IFRS 16 basis by inputting the rental charge and other relevant adjustments.

 

	26 weeks ended 28 December 2024	Reduction in depreciation	Reduction in interest	Onerous lease provision interest	Rent charge	IFRS 16 Exceptionals	26 weeks ended 28 December 2024
	IFRS 16						IAS 17
	£'000	£'000	£'000	£'000	£'000	£'000	£'000
Operating profit/(loss)	30,542	1,608	-	-	(2,947)	(34,142)	(4,939)
Exceptional items	(28,392)	-	-	-	-	34,142	5,750
Charge arising from long-term incentive plans	(38)	-	-	-	-	-	(38)
Adjusted operating profit	2,112	1,608	-	-	(2,947)	-	773
Finance income	5	-	-	-	-	-	5
Finance expense	(3,590)	-	2,460	(119)	-	-	(1,249)
Adjusted loss before tax	(1,473)	1,608	2,460	(119)	(2,947)	-	(471)
Depreciation	3,946	(1,608)	-	-	-	-	2,338
Amortisation	2	-	-	-	-	-	2
Finance income	(5)	-	-	-	-	-	(5)
Finance expense	3,590	-	(2,460)	119	-	-	1,249
Adjusted EBITDA	6,060	-	-	-	(2,947)	-	3,113

 

 

	52 weeks ended 29 July 2024	Reduction in depreciation	Reduction in interest	Onerous lease provision interest	Rent charge	IFRS 16 Exceptionals	52 weeks ended 29 June 2024
	IFRS 16						IAS 17
	£'000	£'000	£'000	£'000	£'000	£'000	£'000
Operating loss	(28,369)	4,832	-	-	(10,365)	14,179	(19,723)
Exceptional items	31,119	-	-	-	-	(14,179)	16,940
Credit arising from long-term incentive plans	(120)	-	-	-	-	-	(120)
Adjusted operating profit	2,630	4,832	-	-	(10,365)	-	(2,903)
Finance income	(8,368)	-	5,694	(136)	-	-	(2,810)
Finance expense	14	-	-	-	-	-	14
Adjusted loss before tax	(5,724)	4,832	5,694	(136)	(10,365)	-	(5,699)
Depreciation	10,735	(4,832)	-	-	-	-	5,903
Amortisation	4	-	-	-	-	-	4
Finance income	8,368	-	(5,694)	136	-	-	2,810
Finance expense	(14)	-	-	-	-	-	(14)
Adjusted EBITDA	13,369	-	-	-	(10,365)	-	3,004

 

 

The APM profit measures have been prepared using the reported results for the current period and replacing the accounting entries related to IFRS 16 Leases with an estimate of the accounting entries that would have arisen when applying IAS 17 Leases. The effective tax rate has been assumed to be unaltered by this change.

 

The APM profit measures see a large reduction in depreciation due to the non-inclusion of IFRS 16 depreciation on the right-of-use assets, and similarly non-inclusion of the finance expense of interest on lease liabilities. The operating profit/loss is impacted by the inclusion of rent expenditure from the income statement and inclusion of the onerous lease provision. Exceptionals are significantly impacted by the change in impairment, and the classification of certain cash exceptionals.