Revolution Bars Group

Revolución de Cuba Relaunch Reading

CONTENTS
Strategic report
Investment Proposition
Chairman’s Statement
 Two Premium Brands:  
Revolution
 Two Premium Brands: 
Revolución de Cuba

2 
4 
8 

10 

 Chief Executive’s Review

12  Business Model
14 
18  Our Strategy
20  Risk Report
22  Financial Review
26 

 Operating Responsibly  
for our Stakeholders

Governance
32 
Introduction
34  Board of Directors
36  Board Activity
38  Senior Management
39  Viability Statement
40  Corporate Governance Report
44  Remuneration Report
58  Audit Committee Report
64  Nomination Committee Report
66  Directors’ Report
69 

 Directors’ Responsibility  
Statement

81 

82 

72 
80 

Financial Statements
Independent Auditors’ Report
 Consolidated Statement of  
Profit or Loss and Other  
Comprehensive Income
 Consolidated Statement  
of Financial Position
 Consolidated Statement  
of Changes in Equity
 Consolidated Statement  
of Cash Flow
 Notes to the Consolidated 
Financial Information
 Company Statement of  
Financial Position
112   Company Statement of  
Changes in Equity

111 

84 

83 

Revolution Bars Group plc Annual Report and Accounts 2019

113    Company statement of Cash Flow
114   Notes to the Company  
Financial Information

117  Corporate Information

 
 
 
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of t he year

We are a leading operator  
of premium bars…

…operating two market-leading brands, “Revolution” and 
“Revolución de Cuba”. We have a strong national presence 
across the UK but with significant opportunities for further 
expansion. We currently trade from 77 bars located 
predominantly in town or city centre high streets. 

Both brands focus on a premium drinks and food-led offering, 
typically trading from late morning through into late evening.

REVENUE £m

GROSS MARGIN £m

141.9

151.4

108.2

114.8

2018

2019

2018

2019

ADJUSTED EBITDA* £m

ADJUSTED PBT* £m

venues

15.0

8.0

11.1

3.0

2018

2019

2018

2019

* 

 Adjusted performance measures exclude exceptional items, share-based payment (credits)/charges  
and bar opening costs (see reconciliation table on page 24 of the Financial Review).

Revolution Bars Group plc Annual Report and Accounts 2019

 
 
 
 
 
02
02

INVESTMENT
Proposition

Renewed management energy 
and focus on our turnaround 
strategy and core strengths 
are beginning to yield results.

Two PREMIUM 
Brands 
Revolution is showing a new focus and 
energy to remind customers that we 
deliver fun and memorable experiences.

Revolución de Cuba brand presents 
relatively high barriers to entry with  
no direct branded competition.

Clear Strategy  
in place 
Build guest loyalty.

Drive sustained profit improvement.

Develop our estate.

Whilst investing in:

– Our teams

– Our brands and guest experience

– Our core estate.

Read more on pages 8–11

Read more on page 18

Strengthened team  
& strong culture 
New Executive team empowered by  
the Board to deliver turnaround.

Purpose, Vision and Values embedded 
throughout the business.

Re-engaging our 3,300-strong  
passionate team.

Attracting new talent and new thinking.

Financially  
well structured
Strong cash generation.

Mature new venue openings (2016–
2018) have delivered a blended return 
on investment of 21 per cent.

Debt targeted to reduce to below one 
times EBITDA and for future expansion 
to be self-funded.

Read more on page 38

Read more on page 22

Revolution Bars Group plc Annual Report and Accounts 2019

Revolution Relaunch Durham

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3K

Passionate team members

21%

blended Returns 
From New Openings

Revolution Bars Group plc Annual Report and Accounts 2019

Revolución de Cuba Relaunch Reading

 
 
 
 
04
04

CHAIRMAN’SStatement

“Salestrendhasstrengthenedfurtherintothenewfinancial
periodandlike-for-like**salesinthefirstquarterarenow
positive at 0.7 per cent.”

“Asthemanywork-streamsinitiatedduringthelastfinancial
year take root, we can expect further improvements to  
sales trends as the year progresses.”

Keith Edelman  
Non-Executive Chairman

I am pleased to report that over 
recent months the business has 
recorded a steady improvement in 
performance and as the many work-
streams initiated during the last 
year take root we can expect further 
improvements to sales trends as the 
year progresses. 

The Board is certain that focusing 
management and investment on 
the existing estate to improve the 
underlying strength of the business 
and to use surplus cash generated 
to reduce debt remains the right 
strategy. 

Our business

The Group operates 77 premium bars 
with a strong presence throughout 
the UK for its two high-quality retail 
brands: Revolution, focused on young 
adults; and Revolución de Cuba, which 
attracts a broader age range. Most of 
the Group’s sales are derived from drink 
and food with some late night admission 
receipts driven by entertainment 
completing the sales mix. 

Following the appointment of Rob 
Pitcher as CEO in June 2018 and 
the subsequent strategic decision 
to suspend rolling-out new bars, our 
strategy to revitalise the Group and its 
brands has been focused on investing 
in our existing estate to improve 
performance through sales growth 
and better cash generation and in turn 
delivering stronger returns. During the 
reporting period, there were eight bar 
refurbishments costing £1.4 million, 

but in the new reporting period 15 
refurbishments are planned, six of 
which have already been completed.

However, we were committed to 
opening five new bars in the period, 
of which three were Revolución de 
Cubas and two were Revolutions, 
resulting in the Group trading from 79 
bars at the period end (60 Revolution 
and 19 Revolución de Cuba). The two 
new Revolution bars are trading ahead 
of expectations and are delivering 
excellent returns demonstrating 
consumers continued endorsement of 
this brand. The three new Revolución 
de Cuba bars are, as expected, 
continuing to establish themselves in 
their local markets and we are happy 
with their progress. In common with 
most operators we have continued to 
manage our estate and since the end 
of the reporting period have closed 
two under-performing bars.

Our results

Sales of £151.4 million (2018: £141.9 
million) were 6.7 per cent higher than 
the previous period, driven by new bar 
openings. Like-for-like** sales were 
-3.5 per cent, adjusted EBITDA*, our 
preferred KPI, of £11.1 million (2018: 
£15.0 million) was in line with guidance 
given at our interim announcement. 

After exceptional items of £7.1 million 
(2018: £11.1 million), bar opening costs 
of £1.5 million (2018: £2.0 million) and 
a credit from long term incentive plans 
of £0.1 million (2018: credit £1.6 million), 
the operating loss was £4.7 million 
(2018: loss £3.0 million).

summary 

–   Five new bars opened in the 

year and eight bars refurbished. 
15 refurbishments planned for 
FY20, six of which have already 
taken place

–   The Group is profitable, cash 

generative and focused on further 
reducing debt to less than one 
times EBITDA, at which time 
the Group expects to be able 
to recommence expansion on 
a self-funded basis.

New venues

Refurbished sites

Revolution Bars Group plc Annual Report and Accounts 2019

We remain confident that the 
business is well positioned for a

Exceptional items include non-cash 
charges of £7.1 million for asset 
impairments and onerous lease 
provisions (2018: £7.8 million). There 
are no cash exceptional items in the 
period, compared with prior year 
cash exceptional items of £3.2 million 
primarily for fees and expenses related 
to corporate acquisition activity.

Our Board

Rob Pitcher took up his appointment 
as CEO immediately prior to the 
start of the reporting period and has 
focused his efforts on the Group’s 
trading turnaround and in particular 
understanding the difficulties faced 
by the Revolution brand, stabilising 
performance and planning and 
coordinating the activities to return  
the Group to sales and profit growth.  
A number of work-streams that are 
now in place to drive change and 
deliver better performance, are 
gaining traction as evidenced by the 
improving like-for-like** sales trend 
during the period. 

Michael Shallow, the Company’s 
Senior Non-Executive Director, retired 
from the Board at the Annual General 
Meeting on 26 November 2018. I would 
like to thank Michael for his contribution 
as the Senior Non-Executive Director 
and for leading both the Remuneration 
and Audit Committees from the time 
of the Company’s IPO. Also on 26 
November 2018, Jemima Bird, an 
existing Non-Executive Director, was 
appointed Senior Non-Executive 
Director and Chair of the Remuneration 
Committee, and William Tuffy joined 
the Company and the Board as a Non-
Executive Director and Chair of the 
Audit Committee.

REVENUE £m

141.9

151.4

2018

2019

Our dividend

GROSS MARGIN £m

The Group remains a highly cash 
generative and profitable business. 
However, as indicated in March 
2019, until there is a recovery in the 
Group’s underlying sales performance, 
dividends are suspended in order 
to prioritise both investment in the 
existing estate and a reduction in 
bank borrowings. The Board intends 
to resume payment of dividends at the 
earliest opportunity.

108.2

114.8

2018

2019

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Revolution Bars Group plc Annual Report and Accounts 2019

 
 
 
 
06

CHAIRMAN’S

Statement continued

“Iamconfident
that the changes 
in operational 
personnel and the 
actions and work-
streams initiated in 
the last 12 months 
underRob Pitcher’s
guidance will 
drive improved 
performance.”

Our people

The Group employs over 3,300 people 
who strive to provide the outstanding 
customer experience that is at the 
heart of our strategy. Team members 
are the lifeblood of our business and 
therefore we have maintained our 
focus on team member training and 
development to continuously improve 
individual capabilities and trading 
performance. I would like to recognise 
the commitment and the substantial 
effort of all our employees and thank 
them for their contribution to the 
Group’s performance. Together with a 
clear strategic plan, it is their continued 
dedication and commitment to the 
business that will enable us to succeed.

Corporate activity

At the time of last year’s report, we 
noted a possible acquisition of Deltic 
Limited. However, shortly after the 
report was issued and after a period of 
due diligence on the Deltic business, 
the Board decided that it was not in 
the interests of shareholders to further 
pursue a combination of the businesses.

Our future

Our like-for-like** sales trend has 
shown significant improvement over 
the past few months due to both the 
sales driving initiatives put in place 
gaining further traction and to the 
softer trading comparatives associated 
with the combination of 2018’s 
sustained period of hot weather and 
the FIFA World Cup. Pleasingly, these 
trends have strengthened further into 
the new financial period and like-for-
like** sales in the first quarter are now 
positive at 0.7 per cent. Given our 
increased focus on the existing estate, 
there have been more closure days 
for refurbishment activity during the 
first quarter compared to last year, and 
excluding those days gives underlying 
first quarter like-for-like** sales of 
+1.2 per cent.

Christmas is a crucial trading period 
for both our brands and we invest 
substantial resources into pre-selling 
parties. We have grown our Christmas 
business for six consecutive years 
on a like-for-like basis and we expect 
this year to continue that trend; early 
evidence is encouraging.

As the many work-streams initiated 
during the last financial year take root, 
we can expect further improvements 
to sales trends as the year progresses. 
However, we are mindful of the 
uncertain economic and political 
backdrop. The Board is certain that 
focusing management and investment 
on the existing estate to improve the 
underlying strength of the business 
and to use surplus cash to reduce 
debt remains the right strategy. We 
are profitable, cash generative and are 
focused on further reducing debt to 
less than one times adjusted EBITDA, 
at which time we expect to be able 
to recommence expansion on a self- 
funded basis.

I am confident that the changes 
in operational personnel and the 
actions and work-streams initiated 
in the last 12 months under Rob 
Pitcher’s guidance will drive improved 
performance and a better business.

Keith Edelman 
Non-Executive Chairman

1 October 2019

* 

** 

 Adjusted performance measures exclude 
exceptional items, share-based payment 
(credits)/charges and bar opening costs 
(see reconciliation table on page 24 of the 
Financial Review).

 Like-for-like (LFL) sales are defined as total 
retail sales from bars that have traded 
throughout both the current and prior 
reporting periods.

Revolution Bars Group plc Annual Report and Accounts 2019

Revolution Glasgow, Mitchell St 

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15

Total refurbishments 
planned for FY20

6

Already refurbished 
in FY20

Revolution Bars Group plc Annual Report and Accounts 2019

Revolution Opening Party Glasgow, Mitchell St

 
 
 
 
08
08

TWO PREMIUM BRANDS:

Makers of the party spirit since 1996.

We sell atmosphere and good times.

Our guests primarily associate  
us with ‘having fun’.

We recognise that our 
Revolution proposition 
has underperformed.

We have initiated many 
work-streams to revitalise 
the Revolution brand.

58 Revolution Opening Party Glasgow, Mitchell St

Read about our turnaround plan  
on page 14.

Revolution Bars Group plc Annual Report and Accounts 2019

drinks
A wide range of premium 
cocktails and drinks.

food
Classics and new  
enticing offerings.

entertainment
Mainstream “feel good” 
music. Re-established 
market leading position 
for live Friday and 
Saturday entertainment.

Regions

Our first Revolution bar 
opened in Manchester  
in 1996, and we now have  
58 bars across the UK.

5  Scotland
8  North-East
13  North-West
11  Midlands
1  Wales
13  South-East
7  South-West

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Revolution Opening Party Glasgow, Mitchell St

Revolution Bars Group plc Annual Report and Accounts 2019

 
 
 
 
10
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TWO PREMIUM BRANDS:

Our Revolución de Cuba bars  
are characterised by their  
1940s Cuban-inspired style,  
with dark woods, traditional bar  
counters, antique tiles, vintage 
furniture, Havana-style ceiling  
fans and original Cuban  
artwork and photographs,  
with each bar tailored to give 
it an individual character.

19 Revolución de Cuba Launch Aberdeen

Revolution Bars Group plc Annual Report and Accounts 2019

drinks
Rum-led cocktail  
range and Mexican  
and Spanish beers.

food
Spanish and Mexican-
based tapas-inspired  
food menu.

entertainment
Authentic live Latin  
music and entertainment.

Regions

Our first Revolución de  
Cuba bar opened in 
Sheffield in 2011, and we 
now operate 19 bars.

2  Scotland
5  North-East
2  North-West
3  Midlands
1  Wales
4  South-East
1  South-West
1  Northern Ireland

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Revolución de Cuba Launch Aberdeen

Revolution Bars Group plc Annual Report and Accounts 2019

 
 
 
 
12
12

BUSINESS
Model

Our business model provides solid foundations from 
which to address issues with our Revolution proposition.

Leveraging our sources  
of competitive Advantage

Creating value from our 
customer proposition

Two Recognised Brands 
Revolution and Revolución de Cuba, both of 
which are known for bringing fun to a night out

Over half of 3,500 customers surveyed 
associated fun with the brands

Well Invested Estate 
77 locations, five new openings and eight 
refurbishments in FY19, 15 refurbishments  
planned for FY20

£11.6M

capital investment in year

Re-energised Team and Skilled Staff 
New Executive team empowered by the Board to 
deliver turnaround and re-engaging the organisation

3,367

Employees

Strong Financial Structure 
Strong cash generation, with management focus on 
debt reduction

£10.6m

cash flow generated from 
operating activities

Maximising value

Revolution Bars Group plc Annual Report and Accounts 2019

Innovative

FOOD

Funky

VENUES

L ively

ENTERTAINMENT

Clear Turnaround  
Strategy

Embedded  
Values

See page 14

See page 26

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Sharing value  
with our stakeholders

Customers 
Fun and safe night out for our predominantly  
female customers

4.3

average star rating across all 
online review platforms in FY19

Funky Venues 
Large, characterful 
spaces

Employees 
Rewarding roles, with opportunities for advancement

Premium Drinks 
Two thirds of drinks sales  
from cocktails and spirits

finalist

for two awards at the UK 
CXA Customer Experience 
Awards 2019

Lively Entertainment 
Live music, DJs and 
dancers

Innovative Food 
Lunchtime and  
evening options served  
in a style that exudes flair 
and innovation

Shareholders 
Back in like-for-like sales growth, with clear 
turnaround strategy for profit improvement and 
reduction in debt to de-risk the business

+0.7%

like-for-like sales increase in 
first 13 weeks of FY20

Communities 
Vibrant bars and job opportunities at the heart  
of communities

77

locations

Premium

DRINKS

Robust Risk  
Management

Sound  
Governance

See page 20

See page 40

Revolution Bars Group plc Annual Report and Accounts 2019

 
 
 
 
14
14

summary 

–   Further innovate and develop our 

experience-led events

–   Build on our strong competitive 

socialising heritage, whilst adding 
enhancements to our new App

–   Invest in our estate with the twin 
objectives of driving like-for- 
like** sales whilst creating a  
more sustainable business.

CHIEF EXECUTIVE’S 

Review

“ A return to positive like-for-like sales in Q1 of the current year 
reflects the hard work by the team in stabilising the business. 
We will invest in our team, our brand experience and our 
estate to continue to improve performance. Our progress 
demonstrates that our business is delighting our guests, and 
is both profitable and cash generative. We will utilise surplus 
cash to reduce debt to such an extent whereby any return to 
expansion of the estate will be self-funding.”

RobPitcher 
ChiefExecutiveOfficer

Introduction

Considerable progress, in challenging 
market conditions, has been made 
over the last 12 months. 

As we transition into the next phase of our 
turnaround, we will seek to consolidate our 
improved performance through investment 
in our people, our guest experience and by 
revitalising the Revolution brand and the 
business as whole. I am pleased to report 
that we are seeing positive momentum 
across the business and have now been 
trading in positive like-for-like** sales 
and ahead of the market tracker for high 
street bars in two of the last three months. 

Together with the operational actions and 
initiatives designed to deliver improved 
performance, we are determined to reduce 
our bank borrowings to the extent that any 
expansion will be largely self-financing. 

I am pleased with how the business 
and our people have responded to 
the challenge set with the team fully 
engaged with our journey. 

Our performance is set against a very 
challenging macro-economic and 
politically uncertain trading environment 
for the whole sector and specifically the 
“high street” which has suffered with 
both the ongoing, widely publicised, cost 
headwinds and the impact of closures 
in the casual dining sector. Whilst we 
are cognisant of the challenges this 
trading environment presents, we have 
remained focused on the delivery of 
our three-year turnaround plan. Having 
stabilised the business, we are now 
transitioning into a year of consolidation 
ahead of returning to expansion in 
financial year 2021. 

The first half performance was 
hampered by the extended period 
of record-breaking hot weather 
experienced across the United Kingdom, 
and the extended run of the English 
national football team at the FIFA World 
Cup. During the second half we suffered 
from lower consumer confidence related 
to the political uncertainty caused by 
Brexit. Since this time, we have seen 
a steady and improving trend in our 
sales performance.

Against this backdrop we have worked 
to bring stability to our operational 
management team and to rectify the 
underinvestment in both our existing 
estate and the Revolution brand 
customer proposition. I’m pleased 
to report that, across the reporting 
period, the team is much more 
settled, and the new Revolution brand 
proposition coupled with our refocus 
on site refurbishments are delivering a 
turnaround in the brands like-for-like** 
sales performance. 

Like-for-like** sales for the Group 
ended the year down 3.5 per cent 
which masks an improving trend with 
our first half, propped up by a strong 
festive period, down four per cent and 
the second half improving to -2.9 per 
cent. The second half improvement 
was largely driven by a much better 
fourth quarter of -1.8 per cent with 
growth achieved in five of the last seven 
weeks of the year. That momentum 
has continued into the new financial 
year and after thirteen weeks, growth 
stands at 0.7 per cent and adjusting for 
the impact of additional closure days 
for refurbishments further improves 
to 1.2 per cent. In FY19, the Revolution 

Revolution Bars Group plc Annual Report and Accounts 2019

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Considerable progress, in challenging 
market conditions, has been made  
over the last 12 months.”

brand was the weaker of our two brands 
with sales for the full year down 4.6 
per cent with the first half down 5.7 per 
cent and the second half down 3.4 per 
cent but with the first 13 weeks of the 
new financial year improving to -0.6 per 
cent. Revolución de Cuba continues to 
perform more strongly with sales for 
the full year broadly similar to the prior 
year, having had a difficult third quarter. 
However, since then we have seen 
the brand returning to its historically 
strong performance with the first 13 
weeks of this new financial year up 3.8 
per cent. Revolución de Cuba remains 
well positioned, well invested and is 
loved by its guests. 

Over the last three months our  
like-for-like** sales have consistently 
outperformed the “Bars & High 
Street Bars” cohort in the CGA 
industry sales tracker for the first 
time in over 18 months as we start 
to recover market share.

Our strategy

Our Group strategy remains 
unchanged with our three pillars, 
which are:
•  Build guest loyalty 

•  Drive sustained profit improvement

•  Develop of our estate. 

These three pillars are still the guiding 
principles of the Group and are very 
much driving our long-term decision-
making processes. As part of our 
three-year plan we have spent the 
past nine months and will spend the 
coming 12 months focused on the first 
two of these pillars ahead of returning 
to expanding our estate again. 

Stabilisation

The process to stabilise the Company 
began a year ago with a full review 
oftheRevolutionbrand’scustomer
proposition which provided the views 
of over 3,500 individual guests and 
2,500 team members. The main 
conclusions were:

a frustration for current  
guests and a barrier for 
lapsed guests

against our guests’ value 
equation of price, quality 
and experience

1 Revolution is not delivering 
2  Slow speed of service is  
3  Food and drink menus lack 
4  The estate is varied  
5  Our guests associate 

Revolution with “fun” and 
are craving memorable 
experiences and events

and may benefit from 
segmentation

innovation and have not kept 
pace with guest preferences 

This allowed us to form a deep 
understanding of what our guests were 
seeking from the Revolution brand and 
led to the creation of 30 different work-
streams aimed at restoring the brand 
and Group performance.

A highlight of a tough first half was 
the delivery of our sixth consecutive 
record festive trading period. Both 
our sales and operations teams 
performed excellently delivering the 
important festive party season with 
pre-booked sales up 11.7 per cent 
and like-for-like** sales in growth by 
2.6 per cent for the four weeks up 
to 31 December. This year, our early 
bookings are once again impressive 
and with nine weeks to go before the 
start of the Christmas party season 
pre-booked sales are 7.5 per cent up 
on a like-for-like basis. 

During the first half we opened five 
new bars, three Revolución de Cuba’s 
and two Revolutions. Trading at both 
Revolution bars has exceeded our 
expectations and they are delivering 
excellent returns on investment whilst 
trading at the three Revolución de 
Cuba bars is taking longer to build,  
but as anticipated.

In March, we announced a review 
of our strategic priorities with 
further emphasis on stabilisation 
and building a firm foundation for 
the Group’s long term future. We 
announced decisive action to cease 
new openings and to suspend 
dividends in favour of increasing 
investment into refurbishing our 
core estate, repaying bank debt 
and delivering the workstreams 
to revitalise the Revolution brand. 
Significant progress has been made 
against these strategic priorities in 
the course of the second half of FY19.

Revolution Bars Group plc Annual Report and Accounts 2019

 
 
 
 
16

CHIEF EXECUTIVE’S 
Review continued

Investing in our estate

During the year we invested £1.4 
million refurbishing eight bars. These 
comprised six Revolution bars and 
two Revolución de Cuba bars. Post 
refurbishment, these bars have seen an 
overall sales uplift relative to the estate 
of 5.6 per cent sufficient to repay the 
investment within 26 months. 

Since the start of the new financial 
year, the Group has invested a further 
£1.1 million refurbishing six more bars 
(four Revolution and two Revolución 
de Cuba). We are very encouraged by 
the response from guests and the early 
sales performances. 

Revitalising the 
Revolution brand

Our extensive guest research and 
feedback from our team members 
guided us towards creating 30 
workstreams designed to improve the 
trading performance of both brands but 
with a particular focus on revitalising 
the Revolution brand. 

Several workstreams are focused on 
generating sales growth including an 
ambition to re-establish our market 
leading position for Friday and 
Saturday evening entertainment. The 
creation of “Saturday X” and “Love 
Revolution Saturdays” entertainment 
packages is helping us achieve this and 
has been rolled out to 24 Revolution 
bars. “Saturday X” is our full-scale 
production night and is driving 
average weekly uplifts of £2,000 in 
our larger bars with “Love Revolution 
Saturdays” delivering average weekly 
uplifts of £1,200 per bar. We will 
extend this successful programme of 
entertainment in the coming months 
to further bars and we will continue to 
develop new and interesting content to 
further innovate to ensure a memorable 
and fun experience for our guests. 

The demand for memorable 
experiences and events is growing and 
therefore we have further developed 
our “Project Event Space” offering. 

Over the past six months, this has 
seen just over 12,000 guests attending 
various events held across the 28 bars 
currently taking part in this workstream. 
These new and exciting innovations 
provide additional reasons to visit our 
premises and are attracting first time 
guests to Revolution, developing our 
customer base and driving repeat 
visits. In the coming months we will 
extend these events to more bars 
including Revolución de Cuba bars. 

Delivering on our guest’s value 
equation was a key learning from 
the customer research and we have 
deployed a number of promotional 
and core pricing changes to provide 
better value for money which has 
seen our overall retail selling price in 
Revolution reduce by c. one per cent, 
whilst improving our drinks quality 
and range. Whilst volumes declined 
for the year at 3.1 per cent we have 
seen an improving run rate since these 
changes were implemented in the 
spring. The same approach has been 
taken on the Revolution food menu 
which has seen a more drastic five 
per cent reduction in average selling 
price across the year translating into 
a 19 per cent upswing in the volume 
of meals sold. The increase in footfall 
this brings also benefits drink sales 
associated with the food sales. 

Food delivery is a way of life for the 
young professional and we have 
partnered with Deliveroo across 74 
bars where the Deliveroo service is 
available. Sales penetration by bar 
varies greatly but we expect to deliver 
£0.5 million of food sales through this 
new channel in FY20 and we anticipate 
this will continue to grow.

As we revitalise the Revolution brand 
we continue to build guest loyalty and 
sentiment. This has increased over 
the last 12 months with our average 
star rating across all online review 
platforms (as measured by Reputation.
com) moving from 4.1 in the year to 
June 2018 to 4.3 for the year to June 
2019. That momentum has continued 
and currently the brand scores 4.4 

Revolution Bars Group plc Annual Report and Accounts 2019

stars. Our response rate to these 
reviews has also moved from 36 per 
cent to over 97 per cent between 
June 2018 and June 2019. What is also 
pleasing is that across the same time 
frame the volume of guest reviews 
received is up by 46 per cent from 
31,000 to 45,000 which is providing 
ever increasing amounts of feedback 
in order to assess our performance. 

Engaging our guests through digital 
platforms is increasingly important for 
our business and we continue to gain 
traction through our social channels 
with followers of Revolution across 
Facebook and Instagram up by nine 
per cent year on year with a total 
reach for the year of over 17 million and 
engagement with these posts at 1.2 
million. Our new Revolution website 
was launched during the second half 
of the year with some very strong 
results such as booking enquires 
up 44 per cent and average page 
dwell time up 12 per cent as guests 
engage with more relevant content. 
On 2 September 2019, we launched 
the Revolution App and in four weeks 
achieved over 60,000 registered 
downloads and reached number nine 
in the rankings of “free food and drink 
apps” on the app store. 

Driving profit improvement from our 
existing bars is one of our key strategic 
pillars. Labour is one of our largest 
costs and managing this efficiently is 
vital to our success. We continue to 
strive for optimisation via our labour 
management system. During the 
reporting period the average hourly 
rate of pay increased by 4.2 per cent 
following the statutory increases 
in the National Living and National 
Minimum Wage with a further 1.0 per 
cent increase in employers’ pension 
contributions applied from April 2020. 
The increase in total venue labour 
costs at like-for-like bars was limited to 
0.5 per cent due to improvements in 
deployment and removal of duplicated 
or unnecessary tasks at sites mitigating 
£1.6 million of cost increases.

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At the half year we announced a 
series of cost reduction measures 
to deliver £1.5 million per annum of 
savings to help further mitigate the cost 
headwinds facing the business, all of 
which are now in place and we expect 
to achieve the full benefits in FY20. 

As a result of daily monitoring of energy 
consumption at site level and targeted 
investment in energy saving initiatives, 
we achieved savings in consumption of 
over £250,000 although this was more 
than offset by increases in tariffs and 
related taxes. LED lighting was rolled-out 
to a further 33 bars during the year (41 
bars now with LED) and since the start of 
the new financial year we have added a 
further eight bars with plans for around 
ten more over the remainder of FY20.

Our Team

In the face of a difficult trading 
environment and with an ever-increasing 
demand for improvement being required 
of them to deliver the turnaround in 
performance, our 3,300-strong team 
has risen to the challenge. They have 
dug deep and stuck to the task at hand 
in delivering increasing sales through 
delighting our guests and creating fun, 
memorable experiences for them every 
day, as evidenced by our improving 
customer ratings. I strongly believe that 
investing in the training and development 
of our teams is vital to the long-term 
success of the Group and I am delighted 
that during the reporting period we 
provided additional development 
training to over 1,800 of our team and 
promoted 164 people further along our 
management development pathway. 

One of the key differentiators that makes 
Revolution Bars Group such a great 
place to be is our 3,300 strong team.

Current Trading and Outlook

In the first 13 weeks of this financial 
year like-for-like** sales increased by 
0.7 per cent and if adjusted for the rise 
in number of closure days resulting 
from our refurbishment programme 
it is 1.2 per cent.

We have now transitioned from a 
year of stabilisation into a year of 
consolidation. We are totally focused 
on ensuring our brands drive like-for-
like** sales and profit growth. We will 
create and deliver shareholder value 
through building a stronger platform 
for growth by strengthening our 
balance sheet. 

Our key priorities for the year ahead 
are to:

• 

• 

Invest in our team

Invest in our brand  
and guest experience 

• 

Invest in our estate.

We plan to focus on our team 
engagement by developing strategies 
around team welfare, diversity and 
inclusion that mirror our customer 
base. We will also further innovate and 
develop our experience-led events 
including launching our Revolución de 
Cuba external events business. We will 
further build on our strong competitive 
socialising heritage, whilst also adding 
enhancements to our new App with 
the introduction of loyalty rewards and 
order and pay at table. We will invest 
in our estate with the twin objectives 
of driving like-for-like** sales whilst 
creating a more sustainable business 
and lessening our impact on the 
environment. 

I am excited to be leading the team 
into the next phase of our journey. 

RobPitcher 
Chief Executive Officer

1 October 2019

* 

** 

 Adjusted performance measures exclude 
exceptional items, share-based payment 
(credits)/charges and bar opening costs 
(see reconciliation table on page 24 of the 
Financial Review).

 Like-for-like (LFL) sales are defined as total 
retail sales from bars that have traded 
throughout both the current and prior 
reporting periods.

Revolution Bars Group plc Annual Report and Accounts 2019

 
 
 
 
18

OURStrategy

We have a clear strategy in place 
to address underperformance of 
our Revolution proposition.
FY20 Strategic Priorities 

1.
Invest in:
– Our team
– Our brands and guest experience
– Our core estate

Customer proposition

2.
Debt reduction 
targeting below one 
times adjusted EBITDA

3.
Deliver  
work-streams

Workstream

Progress

KPIs

Next Steps

•   App introduced to improve focus on 

brand quality

•   Reputation.com introduced to provide 
aggregation and focus on all customer 
feedback metrics

•   Female customer at heart of both 
propositions; focus on clean, well-
maintained, safe environments

•   Project “event” to leverage use of  
club rooms to offer events and  
attract new customers.

Team engagement

•   TripAdvisor, Facebook 
and Google review 
scores have all 
improved significantly 
during the year

•   Over 60,000 registered 
downloads of the App in 
four weeks since launch

•   Increased uptake in 

Latin dance events at 
Revolución de Cuba bars

•   “Pop” up and other  
new events going  
down a storm. 

•   Response rate for 

•   Active improvement on 

feedback is over 95 per 
cent, up from 36 per 
cent a year ago

•   Independent Health 

and Safety audit scores 
increased from 66 per 
cent FY18 to 83 per cent 
FY19

•   75 per cent of bars have 
EHO five star ratings, 
and 97 per cent of bars 
have EHO four star 
ratings or above.

feedback points

•   Maintain strong feedback 
response both centrally 
and at bar level

•   Knowledgeable staff 
around new initiatives 
and offers, as well as 
quality and speed  
of service

•   Consideration of 

offering cocktails  
via Deliveroo.

Workstream

Progress

KPIs

Next Steps

•   Introduction of our Bartender 
Academies to master a range  
of brand standards

•   Training available to all staff

•   Encouragement for all staff to  

live and breathe fun in their jobs

•   Introduction of Social Committees  

for central teams

•   Project create tomorrow – 

understanding what makes  
our staff tick.

•   Training academies 
have driven a focus 
on quality and speed 
of service in the 
venue teams – a core 
feedback point from 
research in the year

•   Average time in post 

for General Managers 
was up from 11 months 
to 17 months in the year, 
reflecting increased 
desire for building a 
career with the Group. 

•   400 members of staff 
attended the FY19 
conference, with 500 
attending in FY20

•   1,784 people went on 
internal and external 
training courses in  
the year

•   Over £1 million received 
by venue-based staff in 
bonuses and incentives.

•   Continued support of 
our venue-based staff 
to help them deliver 
an amazing customer 
experience

•   Development of Support 
Centre induction training

•   Further development 
around our employee 
welfare, and diversity  
and inclusion policies

•   Implementing learnings 
gained from talking to 
our Gen Z staff.

Revolution Bars Group plc Annual Report and Accounts 2019

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Digital journey

Workstream

Progress

KPIs

Next Steps

•   Development of online table 

•   Customer offers 

booking system

•   Deliveroo/Click and Collect 

launched in year

•   App launched to support 

customer loyalty.

Sales generation

have been utilised 
to encourage new 
Deliveroo and Click  
and Collect sales.

•   Online bookings 

increased 50 per  
cent in year

•   20 more bars offering 

Deliveroo.

•   Continued development 
of the Apps, including 
new features such as 
“order and pay at table”.

Workstream

Progress

KPIs

•   Remember we are selling fun times  
and happy, memorable experiences

•   Reinvigoration of high energy and fun 
entertainment packages (Saturday  
X and Saturday Y) in top performing 
late-night bars.

•   New entertainment 
nights have ensured 
they continue to lead 
their markets

•   New Gin Academies 
brought in alongside 
Cocktail Masterclasses

•   Menu adaption and  
bar ergonomics to  
drive sales.

•   Total of 26 bars live 
with Saturday X and 
Saturday Y

•   Average Saturday 
uplifts post-9pm of 
£2,000 from Saturday 
X and £1,300 from 
Saturday Y

•   7.5 per cent increase in 
pre-booked Christmas 
sales on a like-for-like 
basis compared to  
last year.

Next Steps

•   Gin Academies 

introduced late FY19 – 
scope for growth  
in FY20

•   Continued focus on 

premiumising our food 
and drinks offerings.

Cost Leadership

Workstream

Progress

KPIs

Next Steps

•   Reengineered menus with focus on  
cost effective products to improve  
margin and improve speed of service

•   Cost Benchmarking of bars

•   Engagement of purchasing partner 
incentivised to reduce contract  
prices on all non-resale product  
spend and services.

•   Energy-saving initiatives 
including LED lighting 
roll-out to 41 bars (FY18: 
six bars)

•   Improved productivity 
through streamlining 
processes in all aspects 
of the business.

•   Bar labour efficiencies 
almost mitigated the 
full costs of National 
Minimum Wage and 
pension increases  
in year

•   £1.5 million savings 

secured from central 
headcount reductions 
and new supply 
contracts for non-resale 
products and services.

•   Ongoing focus on how 
to minimise the impact 
from increases in the 
National Living Wage

•   Monitoring of trials to 
understand best cost 
leadership plan

•   Continued process 

simplification.

Estate development

Workstream

Progress

KPIs

Next Steps

•   Focus on refurbishment of existing 

•   Alignment of 

•   Five new bars opened 

•   15 bars to receive full 

estate rather than expansion

•   Trials of segmentation across small 

number of bars

•  Identification of new sites to build 

pipeline.

experienced property 
team, with new Property 
Director and skilled 
team members in  
the year

•   Research trips to the 

best bars in the world, 
including Ibiza, Cuba 
and USA.

in the year

•   Eight bars refurbished 

in the year.

refurbishments in FY20, 
with more receiving 
minor “sparkles”

•   Six bars already 

refurbished in first 
quarter of FY20

•   Scope for expansion  
to 150 bars in the UK  
in the future.

Revolution Bars Group plc Annual Report and Accounts 2019

 
 
 
 
20

RISKReport

Risk Management

Principal risks

RISK MANAGEMENT FRAMEWORK

In order to gain an understanding of 
the Group’s exposure to risk, we review 
each key area of our business annually 
and use a methodology that will assist 
the Group in measuring, evaluating, 
documenting and monitoring risk within 
all areas of its operations.

We use our risk management process 
as described to identify, monitor, 
evaluate and escalate risks as they 
emerge, enabling management to 
take appropriate action wherever 
possible in order to control them and 
also enabling the Board to keep risk 
management under review.

The risk factors set out below are 
those which the Board believes are 
the most significant to the Group’s 
business model that could adversely 
affect the operations, revenue, profit, 
cash flow or asset values and which 
may prevent the Group from achieving 
its strategic objectives. There may be 
additional risks and uncertainties that 
are currently unknown or currently 
believed to be immaterial that may 
also have an adverse effect on  
the Group.

Board
Responsible for risk management

Audit  
Committee

Risk  
Committee

Non-Executive Directors

Underlying cause of risk

Response and mitigation

Dependence on key sites

The Group operates throughout the UK. 
Certain bars deliver significantly more profit 
than others based on geographical diversity. 
A significant decline in profitability at a key 
bar could have a material adverse impact on 
Group profits.

•  Operational manager focus on economically 

significant bars

•  More frequent refresh on such bars to ensure 
decor is maintained to the highest standards

•  Grow the size of the business through new bars 

to reduce exposure of individual bars.

Acquisitionofnewsites

The Group’s strategy is based on growth 
through the acquisition of new bars.  
Longer term market expectations rely  
on the Group sourcing and developing  
a pipeline of good sites.

•  The development team and property agents 

have sufficient resources to ensure the 
investigation of new site opportunities,  
as required.

Refurbishment of existing sites

Underinvestment in the current estate resulting 
in declining like-for-like performance.

•  Shift in focus from acquisition of new bars to 

investment in the existing estate

•  Five to six-year investment cycle for all bars.

Change to 
residual risk  
in FY19

Commentary

Five new bars opened 
in the year aiding 
diversification. Investment 
across existing estate 
drives performance of less 
key bars.

Pause in expansion 
will prevent further 
diversification.  
Changes in market 
dynamics and increased 
cost base means that 
proportion of profit from 
large bars is increasing.

The Board’s focus has 
shifted to invigorating the 
current estate until growth 
returns to the Revolution 
brand.

Lead times between 
building a pipeline and 
openings may lead 
to a longer pause in 
acquisitions than optimum. 

Bars that have been 
refurbished in the year 
are showing improved 
performance already. 15 
refurbishments planned for 
FY20.

Revolution Bars Group plc Annual Report and Accounts 2019

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Underlying cause of risk

Response and mitigation

Change to 
residual risk  
in FY19

Commentary

Consumer demand

The out of home markets for eating and 
drinking depend on the consumer’s disposable 
income. Macroeconomic factors, such 
as employment levels, interest rates and 
consumer confidence, are important influences 
on disposable income.

Health and safety

The Group’s bars are open to the public and 
the Group has a duty of care to look after its 
customers.

Leasehold rents

All of the Group’s operating sites are held 
under leases. Typically, rents are determined 
on a five yearly cycle by reference to open 
market rents prevailing at the time of the 
review.

Supplier concentration

The drinks distribution market is dominated by 
one significant business, Matthew Clark, which 
is the Group’s principal supplier. Matthew 
Clark operates nationwide whereas other drink 
wholesalers do not.

If Matthew Clark were to face business 
difficulties or otherwise change its 
arrangements or pricing, then the Group’s 
operations could be disrupted.

National minimum/living wage

A significant proportion of venue-based staff 
are affected, directly or indirectly, by wage 
legislation. Recent years have seen rises 
above inflation imposed on the business and 
given the current political backdrop, these 
pressures are likely to continue for at least the 
next few years.

•  Ability to tailor offerings in response to 

macroeconomic influences

•  Pricing, discounting, marketing and promotional 
activity can all be adjusted quickly if necessary

•  Group’s proposition is not based solely on selling 
price; a more affluent demographic is targeted 
and thus there is some down-side protection 
against adverse macroeconomic factors.

•  The Group’s policies and procedures manual 

covers all aspects of operations

•  Adherence to these is strictly enforced both 

through internal operational line management 
and through external third-party audits

•  Incidents are thoroughly investigated and 
any lessons learned communicated widely 
throughout the business and, where appropriate, 
policies, procedures and staff training updated.

•  The Group employs specialist rent review 
advisers who deal only with tenant reviews

•  Some mitigation arises due to rent reviews being 
spread out geographically and in timing. This 
minimises the exposure to any rental market in 
any specific location or at any point in time.

•  The proposed strategy is to tolerate the risk, 

based on the Group’s assessment that Matthew 
Clark is the best supplier, and a four-year deal is 
in place to December 2021

•  A contingency plan is in place to move the 
supplier to an alternative supplier should 
Matthew Clark be unable to supply. This has 
been tested in a real life situation.

•  Technology is being introduced to deploy staff 
more effectively and to streamline back office 
processes that will help mitigate wage increases

•  To some extent small increases in selling prices 
may be possible to help cover increased costs

•  Worksmart project launched to identify 

opportunities for simplifying administration 
tasks at trading venues.

Brexit has increased 
macro-economic 
uncertainty and in 
particular the potential fall-
out from a “no deal Brexit” 
could impact consumer 
demand.

Each round of scores from 
the independent audit of 
Health & Safety across all 
bars conducted over the 
last two years has seen an 
overall improvement. We 
understand that our scores 
are better than most similar 
businesses using the same 
independent auditor.

A new accounting 
standard, IFRS 16, is 
coming into effect for 
FY20 which will give rise 
to significant changes in 
the accounting for leases. 
Please see page 25 for 
further information.

In April 2018, Matthew 
Clark’s parent company 
entered into administration, 
and the Group invoked 
its contingency plan for 
several weeks with an 
alternative supplier to no 
significant adverse impact.

Better adoption and 
refinements of the labour 
scheduling system 
implemented in mid-2018 
has allowed improvements 
in efficiency of staff 
rostering.

Revolution Bars Group plc Annual Report and Accounts 2019

 
 
 
 
22
22

FINANCIALReview
Revenue

summary 

REVENUE £m

141.9

151.4

Cash generated from 
operating activities £m

10.2

10.6

–   Revenue for the period was  

£151.4 million (2018: £141.9 million), 
a 6.7 per cent increase compared 
with the prior period

–   The underlying result, as  

measured by adjusted EBITDA*, was 
£3.9 million lower at £11.1 million 
(2018: £15.0 million)

–   The Group incurred an operating 
loss of £4.7 million (2018: loss  
£3.0 million) after charging non-
cash exceptional items of £7.1 
million (2018: £11.1 million – included 
£7.9 million on non-cash items and 
£3.2 million of cash items)

–   The Group generated net cash 

flow from operating activities in the 
period of £10.6 million, £0.4 million 
more than in the prior period  
(2018: £10.2 million)

–   Net debt at period end was  

£14.9 million (2018: £11.5 million) 
after capital investments of  
£11.6 million.

2018

2019

2018

2019

ADJUSTED EBITDA*£M

Operating loss £M

15.0

3.0

4.7

11.1

2018

2018

2019

2019

Revolution Bars Group plc Annual Report and Accounts 2019

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The Group generated net cash flow 
from operating activities in the period 
of £10.6 million, £0.4 million more than 
in the prior period (2018: £10.2 million).”

Results

Revenue for the period was £151.4 
million (2018: £141.9 million), up 6.7 per 
cent compared with the prior period. 
The revenue increase comprised 
part-period contributions from five 
new bars opened during the period 
and the annualisation of six new bars 
opened in the prior period, offset by 
a reduction in sales from established 
like-for-like** bars of 3.5 per cent. 

The underlying result, as measured 
by adjusted EBITDA*, was £3.9 million 
lower at £11.1 million (2018: £15.0 
million). This reflects an adjusted 
EBITDA* margin of 7.3 per cent of 
revenue compared with 10.6 per cent 
in the prior period. The reduction 
in EBITDA margin is predominantly 
the result of the reduction in like-for-
like** sales whilst costs pressures 
have continued unabated, primarily 
due to minimum wage and employer 
pension increases, additional energy 
taxes and transitional relief for general 
rates increases relating to the 2017 
revaluation now being fully exhausted 
and the absence of any rate refunds 
from rating appeals.

Of the six bars opened in the prior 
period, one Revolución de Cuba and 
three Revolution bars opened in the 
first half followed by two Revolución 
de Cuba bars in the second half. 
These bars have performed in line with 
expectations, achieving incremental 
revenue in the period of £6.7 million 
and incremental adjusted EBITDA* of 
£1.0 million. For the full year, these six 

bars produced £1.9 million adjusted 
EBITDA in the year at a net margin 
of 13.9 per cent. This is expected to 
improve further as the Revolución de 
Cuba bars mature in both sales growth 
and EBITDA conversion. 

Five bars opened in the current period, 
all in the first half. Three Revolución de 
Cuba bars opened in Southampton, 
Bristol and Huddersfield, and two 
Revolution bars opened at Glasgow 
Mitchell Street and Durham. At the 
interim, the Board took the decision to 
suspend further openings of bars and 
to focus on investment in the existing 
estate. These five bars achieved total 
revenue in the period of £7.3 million 
and adjusted EBITDA* of £0.5 million 
equating to a net margin of 6.8 per 
cent. The three Revolución de Cuba 
bars have started slowly but are 
expected to continue to grow their 
market share over the next 12 months 
consistent with the trading profile seen 
in many of the other brand openings to 
date. The two Revolutions have traded 
strongly from opening. This Group of 
openings is projected to achieve a 
return of 12.6 per cent in their first  
12 months but the Board is confident 
that returns will improve significantly 
over time.

The increase in pay rates for venue 
staff amounted to £1.7 million at 
like-for-like bars, nearly all of which 
was mitigated by reductions in hours 
worked as a result of our focus on  
staff scheduling efficiencies. The 
amount expended on general rates 
net of rebates at like-for-like bars 

was £0.7 million higher, in part due to 
having received rebates of £0.4 million 
in the prior year and in part to the 
unwind of transitional relief relating to 
the 2017 rateable value revaluation. 
Energy tariffs and related taxes 
increased by £0.3 million but were 
offset by consumption savings as a 
result of investment and management 
focus on energy saving initiatives. 

Central costs of £7.7 million (2018: 
£7.6 million) represent 5.1 per cent of 
revenue compared to 5.4 per cent 
in the prior period and equates to 
£97,000 per bar (2018: £103,000).

The Group therefore incurred an 
operating loss of £4.7 million (2018: loss 
of £3.0 million) after charging non-cash 
exceptional items of £7.1 million (2018: 
£11.1 million – included £7.9 million of 
non-cash items and £3.2 million of cash 
items). The Group reported a pre-tax 
loss for the period of £5.6 million  
(2018: loss £3.6 million) impacted by the 
exceptional costs detailed above and 
after bar opening costs of £1.5 million 
(2018: £2.0 million) and a credit arising 
from long-term incentive plans of  
£0.1 million (2018: credit £1.5 million).

Underlying profitability

The Board’s preferred profit measure 
is adjusted pre-tax profit, which 
excludes exceptional items, bar 
opening costs and credits/charges 
arising from long term incentive  
plans. On this basis, adjusted pre-tax 
profit was below the prior period at 
£3.0 million (2018: £8.0 million).

Revolution Bars Group plc Annual Report and Accounts 2019

 
 
 
 
24

FINANCIALReview continued

Number  
of bars

 2019
£m

Adjusted EBITDA*

Bars opened pre-July 2017

Bars opened in prior period

Bars opened in current period

Adjusted EBITDA from bars

Central support costs

Adjusted EBITDA

68

6

5

79

Reported pre-tax loss

Add back Exceptional items

Add back Bar opening costs

Add back Credit arising from long-term incentive plans

Adjustedpre-taxprofit

Add back Finance costs

Add back Depreciation

Adjusted EBITDA

16.4

1.9

0.5

18.8

 (7.7)

11.1

2019
£m

(5.6)

7.1

1.5

(0.1)

3.0

0.9

7.2

11.1

2018
£m

21.8

0.8

–

22.6

 (7.6)

15.0

2018
£m

(3.6)

11.1

2.0

(1.5)

8.0

0.5

6.5

15.0

Exceptional items, bar opening 
costs 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. The charge 
for the period comprises £7.1 million all 
of which are non-cash items relating 
to fixed assets impairment charges 
and an increase in the provision for 
onerous leases. In the prior reporting 
period, non-cash exceptionals for these 
same items amounted to £7.9 million 
and also included £3.2 million of cash 
costs associated with the takeover 
and merger approaches received from 
the Stonegate Pub Company Limited 
and the Deltic Group Limited, the 
resignations of the Chief Executive 
Officer (“CEO”) and Chief Operating 
Officer (“COO”) and the recruitment 
of a replacement CEO and additional 
resourcing to support the review of 
accounting policies. There were no 
cash exceptional items in the current 
period. A full analysis of Exceptional 
items is given in note 3 to the financial 
statements.

Bar opening costs refer to one-off 
costs incurred in getting new bars 
fully operational and primarily include 
costs incurred before opening and 
in preparing for launch. The most 
significant element of these costs 
relates to property overheads incurred 
between signing the lease and 
opening for trading. Whilst five bars 
were opened in the reporting period, 
the total charge also includes £0.2 
million costs written-off in respect of 
other pipeline sites that were aborted 
following the decision to suspend 
the opening programme and focus 
investment on the existing estate and 
debt reduction.

Credit relating to long term incentive 
plans resulted from the expiry of 
tranche 1 of both the IPO and 2016 
LTIP awards under which there were 
no vestings.

The Board believes that the 
performance measures, adjusted 
EBITDA*, adjusted operating profit* 
and adjusted pre-tax profit*, give a 
clearer indication of the underlying 
performance of the business as they 
exclude exceptional items, one-off bar 
opening costs that are a function of 

Revolution Bars Group plc Annual Report and Accounts 2019

the timing of the new bar development 
programme rather than the underlying 
trade, and non-cash charges relating 
to long-term incentive schemes 
which tend to reflect changes in the 
management team rather than being 
a measure of performance.

Finance cost

Finance costs of £0.9 million (2018: 
£0.6 million) relate to borrowings 
under the Group’s committed 
revolving credit facility (the “Facility”) 
and also include commitment fees 
relating to any undrawn element 
of the Facility, the amortisation of 
arrangement fees over the life of the 
Facility and notional interest charged 
at a risk free rate on the onerous lease 
provision balance. The increased 
cost reflects higher average bank 
debt levels during the year as result 
of the accelerated expansion of new 
openings over the last two years. 

The Group has had in place 
throughout the period the Facility, 
which provides £25 million committed 
to December 2021. However, given the 
Group’s current priorities of focusing 
management resource and investment 
on the existing estate and reducing 
debt over the next 12 months, the 
Facility has been reduced to £21.5 
million as at the date of this report 
saving unnecessary commitment 
fees. Further reductions have been 
agreed consistent with the expected 
reduction in debt levels over time but 
allowing for both cash flow seasonality 
and headroom against unforeseen 
short term trading issues with a 
minimum facility of £18.0 million at any 
point. At the end of the period, loans 
of £17.5 million (2018: £15.5 million) 
were outstanding.

Taxation

There is no tax payable in respect 
of the current period. The credit of 
£0.4 million (2018: credit £0.7 million) 
comprises a net deferred tax credit 
of £0.3 million arising from timing 
differences (2018: credit £0.2 million) 

25

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alongside a £0.1 million credit relating 
to tax relief arising from exceptional 
items from previous periods and high 
levels of capital expenditure.

(Loss)/earnings per share

Basic loss per share for the period 
was 10.4 pence (2018: loss 5.7 pence). 
Adjusting for exceptional items, non-
recurring opening costs and credits 
arising from long term incentive 
plans resulted in adjusted earnings 
per share for the period of 3.4 pence 
(2018: 13.0 pence). 

Operating cash flow and net debt

The Group generated net cash flow 
from operating activities in the period 
of £10.6 million, £0.4 million more than 
in the prior period (2018: £10.2 million). 
This was mainly attributable to lower 
corporation tax payments £0.2 million 
credit (2018: £0.6 million charge). After 
deducting capital investments £11.6 
million (2018: £14.3 million), dividends 
£1.7 million (relating to the payment 
of FY18 dividends) (2018: £2.5 million) 
and interest £0.8 million (2018: £0.5 
million), there was a net cash outflow 
in the period of £3.4 million (2018: 
£7.1 million) resulting in net debt 
increasing from £11.5 million to a 
closing position of £14.9 million. The 
decision to suspend new bar openings 
and dividends will lead to a more 
significant proportion of the Group’s 
net cash flow from operating activities 
being available to reduce net debt 
during FY20.

Capital expenditure and  
returns on invested capital

The Group invested £11.6 million 
(2018: £14.3 million) in total during the 
period of which £6.6 million (2018: 
£9.8 million) related to new bars and 
£4.1 million (2018: £3.8 million) related 
to developing and maintaining the 
existing estate. A further £0.9 million 
was spent on computers, IT systems 
and app development (2018: £0.6 
million). Given the suspension of 
new bar openings as detailed in the 

FY19 interim results, there was no 
expenditure in the current reporting 
period relating to FY20 openings.

The six bars opened in the prior 
period generated adjusted EBITDA* in 
the current period of £1.9 million. The 
capital development cost for these 
six bars was £9.4 million producing 
a return on capital of 20.2 per cent 
during the current reporting period 
(adjusted EBITDA* divided by capital 
cost). Five bars opened in the current 
period at a capital cost of £7.6 million. 
These bars are not all yet trading 
maturely but are expected to at least 
achieve a 20 per cent return in the 
FY20 reporting period.

Dividend

As notified in the interim announcement, 
the Board has suspended payments 
of dividends until there has been a 
sustained recovery in the Group’s 
underlying sales performance and 
debt has been materially reduced from 
current levels. The final dividend in the 
previous year was 3.3 pence per share.

Leasing

The new accounting standard on 
leasing arrangements (IFRS 16) 
will be adopted by the Group with 
effect from 30 June 2019 using the 
modified retrospective approach. 
As explained in the “New standards 
and interpretations not yet adopted” 
section of the Annual Report, this will 
impact on the stated values of assets 
and liabilities as reported on the 
Group’s Balance Sheet and will most 
likely result in an increase in both the 
Group’s adjusted EBITDA and finance 
charges. Had IFRS 16 applied to the 
current reporting period, the Group’s 
adjusted profit before tax would have 
been £0.1 million lower than reported 
in these statements.

As at the reporting date, the Group 
has non-cancellable operating lease 
commitments of £181.8 million. None of 
this relates to short-term or low value 
leases. For the lease commitments, 
the Group expects to recognise 

right-of-use assets of approximately 
£85.5 million on 30 June 2019, and 
lease liabilities of £122.7 million (after 
adjustments for prepayments and 
accrued lease payments recognised 
as at 29 June 2019). Overall, the net 
assets will be approximately £23.5 
million lower, and net current assets  
will be approximately £7.3 million lower 
due to the presentation of a portion  
of the liability as a current liability.

The Group expects that for the 
reporting period ending 27 June 2020, 
Adjusted profit before tax will be 
approximately £1.0 million higher and 
that net profit after tax will increase by 
approximately £1.0 million as a result 
of adopting the new rules. Adjusted 
EBITDA, the Directors preferred 
measure for the underlying business 
performance, is expected to increase 
by approximately £11.7 million, as 
operating lease payments were 
previously included in EBITDA, but the 
amortisation of the right-of-use assets 
and interest on the lease liability are 
excluded from this measure.

Operating cash flows will increase 
and financing cash flows decrease by 
approximately £11.7 million (netting off 
to £nil) as repayment of the principal 
portion of the lease liabilities will be 
classified as cash flows from financing 
activities. Therefore, there is no 
change in the Group’s cash flows as 
a result of adopting IFRS 16.

Bank covenants will continue to 
be measured under the previous 
accounting rules until such time as a 
new Facility or revised covenants are 
formally agreed with the bank to take 
account of the impact of IFRS 16. 

Mike Foster 
Chief Financial Officer 

1 October 2019

* 

** 

 Adjusted performance measures exclude 
exceptional items, share-based payment 
(credits)/charges and bar opening costs 
(see reconciliation table on page 24 of the 
Financial Review).

 Like-for-like (LFL) sales are defined as total 
retail sales from bars that have traded 
throughout both the current and prior 
reporting periods.

Revolution Bars Group plc Annual Report and Accounts 2019

 
 
 
 
26

OPERATING RESPONSIBLY 

for our stakeholders

Corporate and social 
responsibility statement

TheGroup’scorporatesocial
responsibility activities prioritise 
our people, responsible retailing 
and charity.

People

The Group employs around 3,300 
people and, through its growth 
strategy, is committed to creating 
rewarding careers for our employees. 
In order to support staff retention, 
our development activity focuses 
on creating career paths from every 
department within the business. Our 
talent development activity ensures 
that we maintain a strong pipeline 
of managers to lead and grow the 
business. This is evidenced by a 
detailed succession plan and talent 
management programme, enabling 
us to fill circa 70 per cent of our 
management positions internally. 
Our training utilises a variety of 
development tools, maximising 
technology where appropriate. We 
combine our e-learning platform, ACE 
Online and customer service training 
programme to provide training to all 
our employees from day one. These 
tools take people from learning about 
our purpose, vision and values at 
induction through to mastering a 
range of brand standards that ensure 
quality and speed of service are a 
focus for all team members.

For those wishing to progress, our 
career development path is clearly 
outlined in My Career Portfolio 
(“MCP”), taking ambitious team 
members from first-line supervisor 
roles to General Manager and Area 
Manager positions. Twice a year, we 
recruit new talent to our Academy 
programme, selected through an 
assessment centre selection process; 
we ensure that the top talent joins our 
next cohort of future managers and 
induct them at a two-day development 
centre, followed up by pairing them 
with a dedicated mentor and regular 
reviews with their General Manager. 
All management groups within the 
operations team have their own 
dedicated annual conference. The 
purpose of these conferences is to 
set the direction for the year to come, 
create a strong network amongst 
peers and to ensure that the purpose, 
vision and values of the business are 
embedded into the actions taken on 
the back of the events. 

Using a blend of in-house and 
third-party provision, the Group 
ran around 90 days of classroom-
based management development 
training courses during FY19, 
providing access to full-day training 
courses to over 1,800 of our 
staff. This was supplemented by 
e-learning programmes. The Group 
is committed to equal opportunities 
and the elimination of discrimination, 
harassment and victimisation of 
employees. Of our workforce, 44 per 
cent is female and 56 per cent is male. 

Our talent attraction strategy ensures 
that we provide a compelling reason 
for experienced hospitality team 
members to join the Group. During the 
last year four highly experienced senior 
operational managers have joined the 
business in Area Manager or Regional 
Director roles from other larger and 
leading organisations within our sector. 
The balance of developing internal 
talent with a strong attraction strategy 
for experienced individuals from outside 
the Group is helping to broaden the 
skills and knowledge base of the teams. 

In addition to competitive pay rates, 
there is a suite of reward and incentive 
schemes, investing around one per 
cent of turnover annually. Further, all 
employees are able to join the Group’s 
stakeholder pension plan, as well as 
obtain tax-efficient childcare vouchers. 
All team members are entitled to a 
50 per cent discount on food and 
drink purchased within our bars. An 
Employee Assistance programme is 
provided to all managers to assist them 
with issues that might be impacting 
their well-being. 

The Group’s performance as an 
employer is measured twice yearly 
through an independently administered 
“Quality of Life” survey. The surveys have 
been linked with our customer feedback 
platform, in order to identify ways to not 
only improve employee engagement 
but to provide a direct link to how this 
can enhance the customer experience.

Responsible drinks retailing

The Group supports practices which 
promote responsible drinking and 
has established its own “Responsible 
Alcohol Retailing Policy”, supported 
by staff training and monitoring. The 
Group’s pricing models are set so as 
to avoid deeply discounting products. 
Events are promoted responsibly and 
are accompanied by individual risk 
assessments. A number of bars enter 
local “Best Bar None” schemes (run 
by local authorities and the police 
to encourage good behaviour in 
town centres), promoting a safe and 
secure environment.

Food information and quality

The Group continuously aims to 
improve the quality of its food 
offering and provide customers 
with the required information about 
its products to allow them to make 
informed decisions about their food 
consumption. This includes providing 
allergen and calorie information for 
all dishes via our website. Products 
not containing gluten or meat are 
advertised on the printed menu. 
Full training is provided to bar 
teams to enable them to deal with 
customer queries and prevent cross-
contamination. The Group sets out 
strict specifications for all products so 
that high standards of quality are met.

Over the last year, the Group has 
launched new food menus containing 
more dishes appropriate for 
vegetarians, vegans and those with 
food intolerances, in order to appeal 
to this increasing market trend, which 
resonates with a significant proportion 
of our customer base.

Revolution Bars Group plc Annual Report and Accounts 2019

Revolución de Cuba Relaunch Reading

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“ During the last year, more than £40,000 has been  
raised for Shelter through various employee activities  
including sponsored events and through the Group  
promoting the donation of 50 pence from every  
portionoffishandchipssold.”

Charity

Early in 2018, the Group decided 
that, as part of its social responsibility 
agenda, it should support a nominated 
charity. In direct response to feedback 
from a significant number of our 
employees, Shelter, the housing 
and homelessness charity, was 
selected. Our employees told us that 
homelessness was a matter of serious 
concern to them given the frequency 
with which they encounter those who 
are homeless when they leave our 
venues to return to their homes late 
at night. During the last year, more 
than £40,000 has been raised for 
Shelter through various employee 
activities including sponsored events 

and through the Group promoting 
the donation of 50 pence from every 
portion of fish and chips sold.

The Group also has a programme 
designed to promote other charitable 
activity within its workforce. The 
scheme, called “You raise it, we match 
it”, rewards funds raised by staff for 
other charities and matches what they 
have raised. 

Environment

The Group endeavours to conduct its 
business in a way that is sympathetic 
to the environment. Where possible, 
glassware and bottles are recycled, 
as is cardboard packaging. All new 

site builds and major refurbishment 
projects include fitting energy-
efficient lighting and other control 
devices in order to minimise energy 
consumption. Smart meters have been 
fitted throughout our estate to allow 
monitoring of energy consumption 
on an hour by hour and day by day 
basis. The Group’s appointed Energy 
consultant, Energise, facilitates 
the production of a suite of reports 
enabling bars to identify energy 
wastage on a daily basis; these 
reports are monitored both locally 
and centrally. The reporting is very 
useful for evaluating the impact of new 
energy saving initiatives, including 
investments in LED lighting and other 
new equipment.

Revolution Bars Group plc Annual Report and Accounts 2019

 
 
 
 
28

OPERATING RESPONSIBLY 
for our stakeholders continued

Emission Type

Scope 1: Operation of Facilities

Scope 1: Combustion

TOTAL Scope 1 Emissions

Scope 2: Purchased Energy

TOTAL Scope 2 Emissions

Total Emissions

Total Footprint (Scope 1 and Scope 2) – CO2e

Turnover (£m)

Intensity Ratio, location based method (tCO2e/£1 million)

Intensity Ratio, market based method (tCO2e/£1 million)

Location based

Market based (Scope 2 only)

2018/19
CO2e tonnes

2017/18
CO2e tonnes

2018/19
CO2e tonnes

2017/18
CO2e tonnes

–

1,787

1,787

8,841

8,841

10,628

–

1,836

1,836

10,303

10,303

12,139

–

1,787

1,787

8,192

8,192

9,979

n/a

n/a

n/a

n/a

n/a

n/a

Current Year
(2018/19)

PreviousYear
(2017/18)

Year on Year 
Variance

151.4

70.2

n/a

141.9

85.5

n/a

+6.7%

-17.9%

n/a

Greenhouse gas emissions 
(unaudited) 

We report Scope 1 and 2 emissions 
definedbytheGreenhouseGas
protocol as follows:

•  Scope 1 (direct emissions): 

combustion of fuel and operation 
of facilities; and

•  Scope 2 (indirect emissions): 

combustion purchased electricity, 
heat or steam.

The reporting of greenhouse gas 
emissions is for the 52 weeks ended 
29 June 2019 to mirror our financial 
reporting period. Reporting follows 
the requirements of the Companies 
Act 2006 (Strategic Report and 
Directors’ Report) Regulations 
2013 and uses conversion factors 
published by DEFRA.

Scope and methodology: 

•  This includes emissions under 

Scope 1 and 2, except where stated, 
but excludes any emissions from 
Scope 3

•  We exclude fugitive emissions from 
our Operation of Facilities reported 
number due to the availability  
of records

•  This report is based upon Location 

Based Factors.

Anti-bribery and  
corruption policy

The Group has in place an Anti-
bribery and corruption policy that 
has been approved by the Board 
and communicated through all heads 
of department and their teams. The 
policy requires transparency and the 
maintenance of an entertainment 
register that is regularly reviewed by 
the Board. Key suppliers have also 
been made aware of the policy.

Anti-slavery policy  
and human rights

The Group has in place an anti-
slavery policy that has been approved 
by the Board. Suppliers are required 
to acknowledge the Group’s policy 
and their obligation to adhere to it as 
part of any contractual arrangements.

The Group does not have a formal 
human rights policy but it is committed 
to conducting business with integrity 
and fairness.

On behalf of the Board

Mike Foster 
Chief Financial Officer  
and Company Secretary

1 October 2019

Revolution Bars Group plc Annual Report and Accounts 2019

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Revolution Durham 

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70%

of Management positions 
filled internally

48.3%

Vegetarian dishes in 
Revolución De Cuba

Revolution Bars Group plc Annual Report and Accounts 2019

Revolution Relaunch Cambridge

 
 
 
 
30

Revolución de Cuba Beaconsfield

Revolution Bars Group plc Annual Report and Accounts 2019

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Governance
Introduction

32 
34  Board of Directors
36  Board Activity
38  Senior Management
39  Viability Statement
40  Corporate Governance Report
44  Remuneration Report
58  Audit Committee Report
64  Nomination Committee Report
66  Directors’ Report
69  Directors’ Responsibility Statement

Revolution Bars Group plc Annual Report and Accounts 2019

 
 
 
 
 
32
32

GOVERNANCE

Introduction from the  
Non-Executive Chairman

ThisistheCompany’sfifthGovernanceReport.

The Board recognises the importance of, and is committed to, high standards of corporate governance, and 
all Directors are fully aware of their duties and responsibilities under the UK Corporate Governance Code 
2016 (the “Code”), the Disclosure Guidance and Transparency Rules (“DTRs”) and the Listing Rules. 

Compliance with the code

The Board considers that the Group 
has complied with the requirements 
of the Code throughout the reporting 
period. The Board is aware of the 
2018 Revisions to the UK Corporate 
Governance Code applicable to periods 
beginning on or after 1 January 2019 and 
is planning to ensure full compliance.

The Group continues to implement  
a robust governance structure to 
ensure compliance with the Code.  
Key elements include:

• 

the Board comprises a majority 
of independent Non-Executive 
Directors, of which there are three, 
including myself as Non-Executive 
Chairman (deemed independent on 
appointment), and two Executive 
Directors;

•  each Non-Executive Director has 
a proven track record in business 
at a high level and has skills and 
expertise relevant to the Group;

• 

the Board and its sub-committees 
are structured in accordance 
with the requirements for a listed 
company with both the Audit 
and Remuneration Committees 
fully comprising Non-Executive 
Directors. The Non-Executive 

Directors provide critical challenge 
and support to those areas of the 
Group which they believe are of 
particular importance; and

William Tuffy joined the Company and 
the Board as a Non-Executive Director 
on 26 November 2018 and is Chair of 
the Audit Committee.

•  we review regularly, and implement 
as necessary, new developments 
in corporate governance best 
practice and seek to apply them 
appropriately. The Board is 
regularly updated on corporate 
governance developments by the 
Company Secretary and a formal 
update was delivered by the 
Group’s corporate lawyer at a  
Board meeting during the year 
under review.

Michael Shallow, who was appointed 
to the Board immediately prior to 
the Company’s listing on the London 
Stock Exchange in March 2015, 
served as senior independent Non-
Executive Director and Chair of 
the Remuneration, Nomination and 
Audit Committees. Michael retired 
from the Board effective from the 
conclusion of the Company’s Annual 
General Meeting (“AGM”) on 26 
November 2018. Jemima Bird, who 
has served the Company as a Non-
Executive Director since January 
2017, was appointed Senior Non-
Executive Director and Chair of the 
Remuneration Committee from the 
conclusion of the AGM.

Each Director was selected to 
bring the range of public company, 
commercial and market sector 
skills required to drive the Group 
forward. Additionally, the Board takes 
appropriate advice on governance 
matters from external advisers.

The remuneration policy for both 
Executive and Non-Executive Directors 
is set out in the Remuneration Report 
which starts on page 44. 

The Group has the principles of 
transparency and openness at the 
heart of its culture and is committed to 
achieving high standards of corporate 
governance. The Board firmly believes 
that its corporate governance 
structures and robust processes will 
help to drive a more efficient and 
competitive business performance 
leading to strong relationships with  
all stakeholders.

Keith Edelman 
Non-Executive Chairman

1 October 2019

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The Group has the principles of 
transparency and openness at the  
heart of its culture and is committed  
to achieving high standards of 
corporate governance.”

Revolución de Cuba Relaunch Reading

Revolution Bars Group plc Board:

Non-Executive Chairman: Keith Edelman
Chief Executive Officer: Rob Pitcher
Chief Financial Officer: Mike Foster
Senior Independent Non-Executive Director: Jemima Bird
Independent Non-Executive Director: William Tuffy

Audit Committee:

Chair: William Tuffy
Jemima Bird
Keith Edelman

Remuneration Committee:

Nomination Committee:

Chair: Jemima Bird
Keith Edelman
William Tuffy

Chair: Keith Edelman
Jemima Bird
Rob Pitcher
William Tuffy

Revolution Bars Group plc Annual Report and Accounts 2019

 
 
 
 
34

BOARDof Directors

The Directors of the Company who were in office during the year 
and up to the date of signing the financial statements were:

length of service

gender analysis

0–2 years
2–4 years
4+ years

Male
Female

executive/non-executive 
analysis

Executive
Non-Executive

Michael Shallow, who held the 
position of Senior Non-Executive 
Director, as well as chair of 
the Audit and Remuneration 
Committees, resigned from 
the Board with effect from 
26 November 2018.

Key

Audit Committee

Remuneration Committee

Nomination Committee

Chair

Keith Edelman 
Non-Executive Chairman

Rob Pitcher 
Chief Executive Officer

Date appointed to Board

16 February 2015

25 June 2018

Rob has over 25 years’ experience 
within the hospitality sector, most 
recently as Divisional Director of 
Restaurants at Mitchells & Butlers 
responsible for the Harvester, Toby 
Carvery and Stonehouse brands. 
Prior to joining M&B, Rob has held 
senior positions at many other 
leading hospitality companies 
including: Bramwell, Stonegate, Town 
& City, Laurel, Spirit, and Scottish & 
Newcastle Retail.

Relevant past experience

Keith has served on the boards of 
public companies for over 30 years 
across a wide range of businesses and 
markets, with extensive experience 
in the retail and consumer sectors. 
Keith’s previous executive roles 
include being Managing Director of 
Arsenal Holdings plc from 2000 to 
2008 and Chief Executive Officer 
of Storehouse plc (encompassing 
BHS and Mothercare) from 1993 to 
1999. Keith has a BSc in management 
studies from the University of 
Manchester (Institute of Science and 
Technology).

Other appointments

Currently Non-Executive Chairman of 
Pennpetroenergy Plc, a Non-Executive 
Director of Headlam Plc and a Non-
Executive Director (and Chairman of 
the Audit Committee) of the London 
Legacy Development Corporation.

Committee membership

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Principalskillsandexperience

Leisure

Retail

Marketing

Operational

People

Finance

Keith Edelman, Non-Executive Chairman

Rob Pitcher, Chief Executive Officer

Mike Foster, Chief Financial Officer

Jemima Bird, Senior Non-Executive Director

William Tuffy, Non-Executive Director

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

Mike Foster 
Chief Financial Officer

Jemima Bird 
Senior Independent  
Non-Executive Director

William Tuffy
Independent Non-Executive Director

2 June 2017

19 December 2016

26 November 2018

Mike is a Chartered Accountant with 
extensive corporate finance and 
hands-on financial and commercial 
management experience gained in 
senior positions at large multi-site 
retail and leisure businesses, including 
over 20 years at major pub and bar 
companies. Most recently, he was Chief 
Financial Officer of iNTERTAIN Ltd from 
2009 until December 2016 when that 
company was sold to Stonegate Pub 
Company Limited. Prior to that, he was 
Chief Financial Officer of Regent Inns 
plc from 2005 and held a number of 
senior accounting roles at Spirit Group 
(formerly with Scottish & Newcastle 
Retail), Esporta plc and First Leisure 
Corporation plc.

Jemima is a marketer with more than 
20 years’ experience working with 
many of the UK’s leading high street 
brands, most recently leading the 
rebrand for the Co-op Food business. 
She formed Hello Finch, a brand 
and marketing consultancy, in 2013. 
Between 2008 and 2015, Jemima 
held executive board positions at 
Moss Bros plc, Tragus and Musgrave 
Retail Partners. She is an Independent 
Director of CarpetRight plc where 
she sits on the Audit, Nomination 
and Remuneration committees, and 
is a Board Trustee for the Football 
Foundation, the UK’s largest 
sports charity.

William Tuffy is a Chartered and 
Certified Accountant with over 35 
years’ experience in senior general 
and financial management roles in 
retail, FMCG and property investment 
and management. He has also been 
involved with business transformation 
and turnaround projects in companies 
ranging from large multi-nationals to 
mid-sized businesses and start-ups. 
He has held non-executive positions, 
including four years at Beale plc, during 
which time he was initially Senior 
Independent Director and then Non-
Executive Chairman. Whilst at Beale 
plc, William also served as chair of both 
Audit and Remuneration committees.

Revolution Bars Group plc Annual Report and Accounts 2019

 
 
 
 
36

BOARDActivity

BUSINESS REVIEW AND STRATEGY

GOVERNANCE AND SHAREHOLDERS

•  Set the Group’s strategy and vision

•  Received presentations from operating Division 

and Group business function managers 
to consolidate understanding of trading 
performance, opportunities and challenges

•  Reviewed progress reports on major workstreams 

in pursuance of strategy

•  Series of meetings undertaken by Chief  

Executive Officer and Chief Financial Officer

•  Meetings undertaken with key shareholders 
following publication of FY18 results and  
FY19 interims

•  Adopted revised Board protocols following  
the appointment of Rob Pitcher as CEO

•  Agreed Board agenda items for the year.

•  Reviewed feedback from institutional 

FINANCIAL

•  Received regular financial performance updates 

from the Chief Financial Officer

•  Approved 2018 final dividend recommendation

•  Approved 2018 Annual Report and Accounts and 

Annual General Meeting (AGM) business

•  Approved 2019 interim report and trading updates

•  Approved 2019/20 budget

shareholders

•  Approved 2017 and 2018 Modern Slavery 

Statements

•  Planned and commenced an internal review on 

Board effectiveness

•  Received regular updates on health and safety

•  Received update on Corporate Governance 

from corporate lawyers to ensure Directors are 
up to date with latest combined code and other 
legislative changes.

•  Approved revisions to banking arrangements and 

going concern considerations.

OTHER

INTERNAL CONTROL AND RISK MANAGEMENT 

•  Reviewed minutes of quarterly Risk  

Committee meetings

•  Received regular reports on litigation and 

regulatory matters including licensing updates 
and health & safety matters

•  Approved appointment of William Tuffy as Non-

Executive Director and Chair of Audit Committee

•  Approved appointment of Jemima Bird as 

Senior Independent Director and Chair of the 
Remuneration Committee

•  Approved appointment of Executive 

Remuneration Consultants

•  Reviewed effectiveness of risk management and 

internal control systems

•  Approved revised Ethics and Values Statement, 

updated Whistleblowing Policy and new Gifts and 
Hospitality Policy.

•  Received a presentation from the Head of IT  
on a major review of the IT systems, including 
cyber-security

•  Received presentations on diversity and gender 

pay gap reporting

•  Received presentations from the Property 
Director focusing on new bars, acquisition 
pipeline and estate management

•  Reviewed major supply contracts

•  Reviewed two Quality of Life Surveys undertaken 

across the entire workforce

•  Approved annual salary increases and revised 
bonus structures for employees at all levels.

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Revolution Bars Group plc Annual Report and Accounts 2019

 
 
 
 
38

SENIORManagement

In addition to the Executive Directors, the following senior 
managers are considered relevant to establishing the appropriate 
expertise and experience for the management of the business

Alex Stanhope 
PropertyDirector

Kate Eastwood 
Sales and Marketing Director

Myles Doran 
Commercial Director

Beth Anderson 
HeadofPeople

Myles joined the business 
as a consultant in June 2013 
and was appointed as Trading 
Director in December 2013 
before becoming Commercial 
Director in January 2017. 
Prior to joining the Group, 
Myles was Head of Sales 
and Marketing at Barracuda 
Group and prior to that held a 
number of roles at First Leisure 
Corporation plc, including 
Marketing Manager and Brand 
Manager, spending 11 years 
with each business. 

Myles is responsible for 
procurement, drinks retail 
strategy, and commercial 
supplier agreements and 
relationships.

Beth joined the business 
in 2012 with a strong 
operational background 
before moving into the 
People Development Team 
in 2014. Beth held a number 
of roles within the people 
team including becoming the 
Human Resources Business 
Partner for the Southern 
region and then Talent 
Development Manager. 
She was promoted to Head  
of People in the summer 
of 2019.

Since graduating from 
university, Beth has 
studied for Level 7 CIPD 
qualification in Human 
Resource Management, after 
completing Level 5 CIPD in 
Learning and Development.

Alex joined the business in 
August 2018 as Property 
Director. Prior to joining, 
Alex was Property Director 
at The Deltic Group Limited. 
During his career Alex has 
held a number of property 
related roles starting in 
private practice at CBRE prior 
to joining Holland & Barrett 
as Group Head of Estates 
and a similar role at Halfords 
plc. Alex has a degree in 
Real Estate Management 
and is a member of the 
RICS. He is responsible for 
managing all aspects of the 
Group’s estate and property 
development functions, from 
the acquisition and fit-out 
of new sites to ongoing 
property maintenance and 
refurbishment and all other 
estate matters.

Kate initially joined the 
business as a catering 
consultant in June 2013, 
becoming the Group’s Director 
of Business Development in 
October 2013 with a remit that 
included food management, 
advance sales and customer 
insight. Kate was promoted to 
Sales Director in May 2017 and 
then to Sales and Marketing 
Director in January 2018, also 
assuming responsibility for 
Food from February 2019. 

Kate started her career 
at Whitbread plc in the 
commercial drinks operations 
of Beefeater and Brewers 
Fayre. She moved to the Laurel 
Pub Company, creating and 
heading the food development, 
supply chain and buying team 
there. Kate then worked as 
Roadchef’s Retail Catering 
Director before moving back 
into the licensed trade at 
Barracuda heading the food 
team and subsequently the 
pre-booked sales team. Kate 
has a degree in international 
management with hospitality 
from the University of Brighton.

Andy Dyson 
Operations Director – 
Revolution North

Clinton Ghent
Operations Director – 
Revolución De Cuba

Mark Walter
Operations Director – 
Revolution south

Andy joined the business in 
1998, having graduated from 
Leeds University, where he 
studied Civil Engineering 
(BEng(Hons)). He has worked 
in a number of operational 
roles within the Group, 
including bar management 
and area management. Andy 
was promoted to Regional 
Operations Manager in 2013 
and to Operations Director – 
Revolution North in 2018.

Clinton joined the business in 
2008 as a General Manager 
after beginning his career 
with Fat Cat Café Bars. He 
has been responsible for the 
development and delivery of 
the Revolución de Cuba brand 
and since its inception in 2011 
has overseen the opening of 
19 Revolución de Cuba bars.

Mark joined the business 
in September 2018 from 
Mitchells & Butlers where 
he had been an Operations 
Manager for three years. 
Mark has spent his career in 
hospitality running late-night 
venues, pub and bars. Prior 
to joining Mitchells & Butlers, 
Mark was an Area Manager 
for Laurel and for Stonegate 
Pub Company.

The business address of each senior manager is 21 Old Street, Ashton-under-Lyne, Tameside OL6 6LA. 

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VIABILITYStatement

In accordance with provision 
C.2.2 of the 2016 UK Corporate 
Governance Code, the Board  
has assessed the prospects for 
the Group over a period of three 
years from the date of approval  
ofthefinancialstatements.

The Board believes that a three-year 
period is appropriate as such period 
aligns with the Group’s strategic 
planning process. The latest three-year 
plan was formally reviewed by the Board 
in June 2019 and, as a consequence of 
feedback and amendments to certain 
elements of it, was updated in August 
2019. The three-year plan covers the 
period to the end of June 2022. The 
plan provided the basis for:

for the 52 weeks ending 
27 June 2020;

1 Setting the detailed budget 
2  Understanding likely 

performance levels based 
on different patterns of 
like-for-like sales growth, 
estate expansion and 
cost pressures;

with quarterly banking 
covenant tests; and

3  Stress-testing compliance 
4  Understanding the 

Group’s long-term 
funding requirements.

The Group’s three-year plan is built up in 
financial quarters in a robust spreadsheet 
model that has been in use for more 
than two years during which time it has 
been subject to ongoing development. 
The model uses up-to-date trading 
data comprising segments for the 
like-for-like mature estate, immature 
bars (those opened within the current 
financial year and the previous financial 
year), committed future openings 
and other projected openings. This 
information is then overlaid with a series 
of assumptions in respect of like-for-like 
sales growth, returns from expansionary 
capital expenditure, cost increases 

including, payroll, rent reviews and 
general rate increases, and cost-saving 
initiatives as well as available market 
data and trend analysis on matters such 
as economic outlook, inflation forecasts 
and other government-imposed costs 
such as National Minimum Wage and 
Living Wage, property rates revaluations, 
Apprenticeship Levy, and changes in 
excise duties and other tax rates. The 
three-year plan model comprises a 
fully integrated profit and loss account, 
balance sheet and cash flow statement. 
The model includes financial covenant 
tests consistent with the Group’s banking 
facilities and allows for scenario analysis 
to stress-test them.

As at the end of the reporting period, the 
Group had a £25 million revolving credit 
facility (the “Facility”) committed to 31 
December 2021. The Facility provides 
liquidity to cover normal monthly and 
seasonal cash outflows, a safety net 
for the business to ride out short-term 
downturns in trade, and has facilitated 
the Group’s expansion into new trading 
bars. The Group opened five bars in 
the reporting period and six bars in the 
previous period. A number of these new 
bars were in big cities requiring larger 
than average footprints at higher cost. 
This accelerated rate of investment has 
seen utilisation of the Facility increase 
to £17.5 million as at the end of the 
reporting period. In its interim results 
announced on 1 March 2019, the Group 
advised that in view of disappointing 
trading performance it would focus both 
its management and financial resources 
on the existing estate and reduce 
debt to more comfortable levels and 
therefore with immediate effect would 
curtail new bar openings and suspend 
dividend payments. Given the Group’s 
current priorities and an expectation 
that debt will be reduced to below 
£10.0 million over the next 18 months, 
by which time the Group will need to 
refinance the existing facility, the Group 
has agreed to reduce the Facility to 
£21.5 million as at the date of this report 
saving unnecessary bank commitment 
fees. Further reductions in the Facility 
have been agreed consistent with the 
expected reduction in debt levels over 
time but continuing to allow for both 

seasonality of cash flow and headroom 
against unforeseen trading issues. The 
Facility does not reduce below £18.0 
million at any point. At the same time, 
revisions to the Facility covenants have 
been agreed with the bank to provide a 
greater level of tolerance over forward 
test levels.

The Group continues to be very cash 
generative pre-expansionary capital 
expenditure, and expects to have ample 
headroom on the ongoing Facility to 
cover working capital and seasonal cash 
flow needs and can potentially cover 
at least a four per cent sales reduction 
relative to current trends for a period of 
12 months without taking the benefit of 
any other mitigating actions. As detailed 
on pages 20 and 21, the Board has 
conducted a robust assessment of the 
principal risks facing the Company. This 
includes consideration of strategic risks, 
economic and market risks, operational 
and people risks, regulatory risks and 
financial risks. The resilience of the 
Group to the impact of these risks has 
been assessed by applying significant 
but plausible sensitivities to the cash flow 
projections based on past experience; 
the key sensitivity being to like-for-like 
sales. This includes modelling the effect 
of reduced consumer confidence and 
spending, a failure to maintain and 
develop compelling customer offers 
and the impact of increased regulation. 
Like many UK businesses, the Group’s 
Board notes the extreme uncertainty 
surrounding Brexit and in particular 
the short term disruption that a no deal 
Brexit may bring, the implications of 
which cannot be planned or fully covered 
because there are many unknowns and 
factors beyond the Group’s direct ability 
to control them. 

Taking account of the Group’s current 
position, the principal risks to normal 
levels of trading and the potential 
mitigating actions that would be taken 
in response to a downturn in trade, and 
the experience that the Group has in 
adapting the business to change, the 
Board has a reasonable expectation  
that the Group will be able to continue  
in operation and meet its liabilities as 
they fall due over the three-year period 
of assessment.

Revolution Bars Group plc Annual Report and Accounts 2019

 
 
 
 
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CORPORATE GOVERNANCE

Report

Overview

Board Composition

ThisreportsetsouttheGroup’sgovernancestructureandhowitcomplies
with the UK Corporate Governance Code 2016 (the “Code”), published in April 
2016bytheFinancialReportingCouncil,andalsoincludesitemsrequired
by the Disclosure Guidance and Transparency Rules (“DTRs”). The Code is 
available on the Financial Reporting Council website at www.frc.org.uk. The 
Code sets out standards of good practice in relation to Board leadership and 
effectiveness,accountability,remunerationandrelationswithshareholders.

The disclosures in this report relate to our responsibilities for preparing the Annual 
ReportandAccounts,includingcompliancewiththeCodetotheextentrequired,
ourreportontheeffectivenessoftheGroup’sriskmanagementandinternal
control systems and the functioning of our Committees.

The Directors consider that the Group has complied with those provisions  
of the Code applicable to a company of its size.

Executive
Non-Executive

Compliance with the Code:  
Board composition

Michael Shallow served as “Senior” 
Independent Director until 26 
November 2018 when he stepped 
down from the Board; Jemima Bird 
became “Senior” Independent 
Director from the same date to 
lead meetings of Non-Executive 
Directors, to appraise the Chairman’s 
performance and to provide a 
sounding board for the Chairman and 
to serve as an intermediary to the 
other Directors when necessary.

Jemima Bird has also been and is 
available to shareholders if they have 
concerns with contact through the 
normal channels of Chairman, Chief 
Executive Officer or other Executive 
Directors where their issues have 
failed to be resolved or for which  
such contact is inappropriate.

Compliance with the Code: 
Performance evaluation

During the reporting period, the 
Board did not undertake a formal 
evaluation of its own performance 
but subsequently has commenced a 
process that will have completed by the 
time of the Company’s Annual General 
Meeting. This review covers the Board 
as a whole and its Committees as well 
as those Directors currently in office, 
including the Chairman. The process 

includes a questionnaire covering 
all aspects of the way in which the 
Board operates and the contribution 
of each member of the Board, the 
results of which will be independently 
reviewed, reported back, and where 
appropriate, acted upon. The Chairman 
has confirmed to shareholders in the 
Notice of the Annual General Meeting 
that he and the Board believe that the 
performance of each Director, both 
Executive and Non-Executive, and 
the Board Committees continue to be 
effective and demonstrate commitment 
to their relevant responsibilities.

Board governance

The Board is appointed by 
shareholders, who are the owners 
of the Group. The Board’s principal 
responsibility is to act in the best 
interests of shareholders as a 
whole, within the legal framework 
of the Companies Act 2006. It is 
also collectively responsible to 
shareholders for the long-term success 
of the Group and it agrees the strategic 
direction and governance structure 
that will help achieve this long-term 
success and deliver shareholder value. 
The Board oversees those matters that 
it regards as critical to the success of 
the Group including strategy, financial 
policy, maintaining a sound system of 
internal control, senior appointments 
and corporate governance. The Board’s 

main responsibilities are included in a 
schedule of matters reserved for the 
Board, as set out below:

•  agreeing the Group’s strategy and 

objectives;

•  changing the structure and capital 

of the Group;

•  approving the annual budget;

•  approving the Annual Report and 
Accounts, and interim financial 
statements;

•  approving the Group’s dividend 

policy and declaration of dividends;

•  approving the Group’s treasury policy;

•  reviewing the effectiveness of  

the Board;

•  reviewing the effectiveness of risk 

identification and management and 
internal controls;

•  approving significant expenditure 

commitments and material 
transactions and contracts;

•  ensuring a satisfactory dialogue 
with the Group’s shareholders;

•  appointing and removing Directors 
and other members of the senior 
management team;

•  determining the remuneration 
policy and adjustments to the 
remuneration for Executive and 
Non-Executive Directors;

•  reviewing the Group’s overall 

corporate governance arrangements;

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•  delegating authority to the Chief 

Executive Officer;

•  setting annual objectives for the 
business in line with the current 
Group strategy; 

•  monitoring performance of the 

Group’s objectives through Board 
reports, which include updates from 
the Chief Executive Officer, the Chief 
Financial Officer and other functional 
heads of key departments; and

•  considering and continually 

updating a rolling agenda of items 
that includes any current issues or 
matters as they arise.

The Board has an ongoing process for 
identifying, evaluating and managing 
the principal risks facing the Group, 
including those that would threaten its 
business model, future performance, 
solvency or liquidity. This process has 
been in place throughout the year under 
review and up to the date of approval of 
the Annual Report and Accounts. The 
principal risks are regularly reviewed by 
the Board. A description of these risks 
together with an assessment of how 
they are being managed or mitigated is 
included on pages 20 and 21.

Effective operation and improvement 
of the Group’s risk management and 
internal control systems has remained 
a key focus for the Board during the 
reporting period. Further changes have 
been made in senior Finance personnel 
to strengthen the team with ongoing 
improvements in financial reporting and 
forecasting capabilities, which together 
with a continued focus on training and 
development of finance staff should 
ensure the reliability and effectiveness 
of the Group’s financial operations. 

The newly formed Risk Committee, 
which met quarterly, has also played a 
key role in improving the management 
of risk across all areas of the business 
and to hold individuals to account. 
Whilst a key focus for the Committee 
was Health and Safety and minimising 
cash losses, its remit extended to the 
identification and management of any 
risk faced or potentially facing the 

business. All of the Board Committees 
play an essential role in supporting 
the Board to implement its strategy 
and provide focused oversight of key 
aspects of the business. Minutes and 
action points arising from all Committee 
meetings are always circulated to and 
reviewed at Board meetings. The full 
terms of reference for each Committee 
are available on the Group’s website, 
www.revolutionbarsgroup.com.

Board balance and independence

The Code recommends that a group 
outside the FTSE 350 (such as the 
Group) should have at least two 
independent Non-Executive Directors, 
being individuals determined by 
the Board to be independent in 
character and judgement and free 
from relationships or circumstances 
which may affect, or could appear to 
affect, the Directors’ judgement. It 
also recommends that a non-FTSE 
350 group’s Remuneration and Audit 
Committees should comprise at least 
two independent Non-Executive 
Directors, and that its Nomination 
Committee should comprise a majority 
of independent Non-Executive 
Directors. The Group has complied 
fully with these recommendations 
throughout the reporting period. 

Chairman and Chief  
Executive Officer

The Group has established a clear 
division between the respective 
responsibilities of the Non-Executive 
Chairman of the Board and the Chief 
Executive Officer. The Non-Executive 
Chairman is Keith Edelman and he is 
responsible for the effective operation, 
leadership and governance of the 
Board, leading the Board’s discussions 
and its decision making. The Chairman 
promotes a culture of openness and 
debate by facilitating the effective 
contribution of Non-Executive Directors 
in particular and ensuring constructive 
relations between Executive and 
Non-Executive Directors. The Chief 
Executive Officer is Rob Pitcher, 
who, through delegation from the 

Board, is responsible for leading the 
Group’s business organisation and 
performance and the day-to-day 
management of the Group.

This separation of responsibilities 
between the Chairman and the Chief 
Executive Officer, coupled with the 
schedule of reserved matters, ensures 
that no individual has unfettered 
powers of decision making. The Board 
is committed to the highest standards 
of corporate governance. The Board 
comprises a Non-Executive Chairman, 
two Executive Directors and two other 
Non-Executive Directors.

Non-executive Directors  
and independence

The independence of each Non-
Executive Director was considered 
at the time of their appointment. The 
Group’s Non-Executive Directors 
provide a broad range of skills and 
experience to the Board which assists 
both in their roles in formulating the 
Group’s strategy and in providing 
constructive challenge to the Executive 
Directors. The Group considers that 
Keith Edelman, Jemima Bird and 
William Tuffy were independent at 
the time of their appointments and 
continue to be independent for the 
purposes of the Code.

Board meetings

The Board’s intention is to meet 
at least eight times per year for 
structured Board meetings covering all 
aspects of the business. During the 52 
weeks to 29 June 2019 the Board met 
on 11 occasions. 

Agendas and papers for each Board 
meeting are sent out in advance. The 
papers include business reports and 
updates from the Chief Executive 
Officer and the Chief Financial Officer. 
Members of the Group’s Senior 
Management Team are also invited 
to present at Board meetings on a 
regular basis, as appropriate, so that 
Non-Executive Directors keep abreast 
of developments in the Group.

Revolution Bars Group plc Annual Report and Accounts 2019

 
 
 
 
42

CORPORATE GOVERNANCE
Report continued

Appointment and tenure

The Board believes that all Directors 
are effective, are committed to their 
roles and have sufficient time available 
to perform their duties. Accordingly, 
all members of the Board will be 
offering themselves for election at 
the Group’s Annual General Meeting 
to be held on Tuesday 26 November 
2019. All of the Directors have service 
agreements or letters of appointment 
and the details of their terms are set 
out in the Directors’ Remuneration 
Report. The service agreements and 
letters of appointment are available for 
inspection at the Group’s registered 
office during normal business hours.

No other contract with the Company 
or any subsidiary undertaking of the 
Company in which any Director was 
materially interested subsisted during 
or at the end of the financial period.

Evaluation and effectiveness

Evaluations of the performance of 
the Board, its Committees, individual 
Directors and the Chairman have 
taken place during the 52 weeks 
ended 29 June 2019. The conclusion 
from these evaluations is that the 
Board is operating effectively and in 
the best interests of shareholders. 

The Chairman met with the Non-
Executive Directors on at least one 
occasion during the year without the 
Executive Directors present to discuss 

Board balance, monitor the powers 
of individual Executive Directors and 
discuss other issues pertaining to the 
effective operation of the Board. 

Development

In line with the Code, the Group 
ensures that any new Directors joining 
the Board receive appropriate support 
and are given a comprehensive, formal 
and tailored induction programme 
organised through the Company 
Secretary, including the provision of 
background material on the Group, 
briefings with senior management and 
accompanied operational visits. Each 
Director’s individual experience and 
background will be taken into account 
in developing a programme tailored to 
his or her own requirements. Any new 
Director will also be expected to meet 
with major shareholders if required. 
This process operated effectively when 
Rob Pitcher (Chief Executive Officer) 
joined the Board a few days before the 
start of the reporting period and when 
William Tuffy (Non-Executive Director) 
joined the Board during the year. 

Directors’ conflicts of interest

Directors have a statutory duty to avoid 
situations in which they have or may 
have interests that conflict with those 
of the Group unless that conflict is pre-
authorised by the Board. This includes 
potential conflicts that may arise when 
a Director takes up a position with 

another company. The Company’s 
articles of association allow the Board 
to authorise such potential conflicts, 
and there is a procedure in place to 
deal with any actual or potential conflict 
of interest. The Board deals with each 
appointment on its individual merit 
and takes into consideration all the 
circumstances. All potential conflicts 
approved by the Board are recorded in 
a conflicts of interest register, which is 
be reviewed by the Board on a regular 
basis to ensure that the procedure is 
working effectively.

External directorships

The service agreements of the 
Executive Directors do not permit 
them to accept external commercial 
Non-Executive Director appointments. 
Where Non-Executive Directors have 
external directorships, the Board is 
comfortable that these do not impact 
on the time that Director devotes to 
the Group and we believe that such 
experience enhances the capability of 
the Board.

Information and support 
available to Directors

All Board Directors have access to 
the Company Secretary and Assistant 
Company Secretary, who advise on 
governance matters. The Chairman 
and Company Secretary work together 
to ensure that Board papers are 
clear, accurate, delivered in a timely 

The attendance record of each of the Directors at the Board and the  
sub-committees of the Board is set out below:

Total number of meetings

Keith Edelman

Rob Pitcher

Mike Foster

Michael Shallow*

Jemima Bird

William Tuffy

Board

Audit Remuneration

Nomination

11

11

11

6

11

5

3

3

3

1

3

2

5

4

4

2

5

3

1

1

1

*  Michael Shallow resigned from the Board effective 26 November 2018.

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manner to Directors, and of sufficient 
quality to enable the Board to 
properly discharge its duties. Specific 
business-related presentations 
are given to the Board on a regular 
basis during the course of the year 
by senior management to keep the 
Board abreast of major initiatives and 
significant challenges faced by the 
business. As well as the support of 
the Company Secretary, there is a 
procedure in place for any Director 
to take independent professional 
advice at the Group’s expense in the 
furtherance of their duties, where 
considered necessary.

Shareholder engagement

Responsibility for shareholder 
relations rests with the Chairman, the 
Chief Executive Officer (“CEO”) and 
the Chief Financial Officer (“CFO”). 
They ensure that there is effective 
communication with shareholders 
on matters such as governance and 
strategy, and are responsible for 
ensuring that the Board understands 
the views of major shareholders. The 
Board aims to present a balanced 
and clear view of the Group in 
communications with shareholders 
and believes that being transparent 
in describing how it views the Group’s 
market segment and the prospects for 
the business is extremely important.

The Board communicates with 
shareholders in a number of different 
ways. The full and half-year reporting 

is followed by presentations by the 
CEO and CFO to the relevant market 
analysts and a series of meetings 
with institutional shareholders as 
well as Group meetings with larger 
private investors. At these times the 
opportunity is also taken to meet with 
prospective shareholders to introduce 
them to the Group. Periodically, visits 
are arranged to business sites to give 
analysts and major shareholders first-
hand experience of how the business 
operates. These visits and meetings 
are principally undertaken by the CEO 
and the CFO, although other senior 
management are present from time to 
time. Any relevant material resulting 
from such meetings is uploaded to the 
Group’s website so that it is available 
to all shareholders. The Board receives 
regular updates at its meetings on the 
views of its shareholders as well as any 
material changes in shareholdings as 
advised by its brokers.

The Group’s corporate website is 
also regularly updated with news and 
market information, including this 
Annual Report and Accounts, which 
sets out the Group’s strategy and 
performance together with plans for 
future growth.

Auditor

Annual General Meeting

The Annual General Meeting (“AGM”) 
of the Group will take place on 26 
November 2019. All shareholders 
have the opportunity to attend and 
vote, in person or by proxy, at the 
AGM. The Notice of AGM can be found 
in the circular that will be posted to 
shareholders at the same time as this 
Annual Report and Accounts. The 
Notice of AGM sets out the business 
of the meeting and explanatory notes 
on all resolutions. Separate resolutions 
are proposed in respect of each 
substantive issue. The Chairman, the 
Chairman of each of the Committees 
and both Executive Directors will 
be present at the AGM and will be 
available to answer shareholders’ 
questions.

Remuneration Committee Report

This report is set out on pages 44 
to 57. The report provides details 
of the remuneration policy for the 
Company’s Directors, describes how 
the remuneration policy is implemented 
and discloses the amounts paid to 
Directors during the 52 weeks ended 
29 June 2019.

Towards the end of the current year’s 
external audit, and therefore after 
the end of the reporting period, the 
Committee reviewed the effectiveness 
of the audit. 

Mike Foster 
Chief Financial Officer and  
Company Secretary

1 October 2019

Revolution Bars Group plc Annual Report and Accounts 2019

 
 
 
 
44
44

REMUNERATION 

Report

Dear Shareholder 

I am pleased to present, on behalf of 
the Board, the Directors’ Remuneration 
Report of the Remuneration Committee. 

Annual Statement

TheGroup’sRemunerationPolicyaimstopromoteastrongandsustainable
performance culture, to incentivise high growth and to align the interests of 
Executive Directors and other senior managers with those of shareholders. 
Inpromotingtheseobjectives,theDirectors’RemunerationPolicyhasbeen
structured so as to adhere to the principles of good corporate governance  
and appropriate risk management.

In determining remuneration levels, the Committee has taken account of market 
conditions, the performance of the Group and its responsibility to shareholders.

Performance and reward in 
relation to the 52 weeks ended 
29 June 2019

The 2018/19 financial year has been 
a challenging year for the Group on 
many fronts, the result of which was 
a 3.5 per cent decline in like-for-like 
sales and a £3.9 million reduction in 
adjusted EBITDA. Rob Pitcher was 
installed as Chief Executive Officer 
just days before the beginning of the 
financial year under review and, given 
the deterioration in sales performance 
at that time, his priorities were to 
stabilise performance and determine 
the direction of the Revolution brand. 
Many new work-streams have been 
initiated and, towards the end of the 
year, there was good evidence of 
sales performance stabilising and 
moving into growth. Actions have also 
been progressed to remove cost from 
the business and with many more of 
the work-streams expected to deliver 
future trading improvements and bank 
debt now reducing, the Group is much 
better placed to consolidate its market 
position and deliver an improved 
performance in 2019/20.

Performance in the period under review 
for adjusted EBITDA and adjusted Profit 
before tax bonus targets was below 
the threshold level and therefore no 
bonuses were payable to any Executive 
Director or member of the senior 
management team.

No LTIP awards held by Executive 
Directors were due to vest in respect 
of the three-year performance period 
ended 29 June 2019.

Remuneration Policy and its 
application in the 2020  
financial year

The Group’s Remuneration Policy was 
submitted for approval at the 2018 AGM. 
The Committee reviewed the policy 
during the year and concluded that it 
remains appropriate and fit for purpose, 
and as such no changes to the policy 
are to be proposed at the 2019 AGM.

In respect of operating the 
RemunerationPolicyinthe2019/20
financialyear:

•  no changes will be made to 

Executive Director base salary levels. 
Rob Pitcher’s salary will remain on 

£350,000 and Mike Foster’s salary 
will remain on £204,000, the latter 
having been increased by two per 
cent from 1 April 2019, in line with 
the inflationary increase applied to 
head office salaries at that time;

•  no changes will be made to benefits 
or pension provisions. However, in 
respect of new appointments to the 
Board, the Committee will ensure 
that pension provision is aligned to 
the workforce;

•  annual bonus provision for 2019/20 
will continue to be capped at 100 
per cent of salary for Executive 
Directors. 70 per cent of the bonus 
potential will be based on a sliding 
scale of EBITDA performance 
targets and 30 per cent of the 
bonus potential will be based on 
strategic targets based on like-for-
like sales growth, health and safety 
audit ratings, guest experience 
measurements and employee Net 
Promoter Score. Bonus earnings 
based on the strategic target 
measurements will only be paid if 
the minimum EBITDA performance 
target is achieved;

•  Rob Pitcher will receive the second 

part of his LTIP award (based 
on 100 per cent of salary) as 
contractually agreed when he joined 
the Company. The award will take 
place shortly after the preliminary 
announcement of the 2019 results. 
While the Committee notes the 
provision in ISS’s latest voting 
guidelines (i.e. where there has been 

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Many new work-streams have been 
initiated and, towards the end of the 
year, there was good evidence of sales 
performance stabilising and moving 
into growth.”

“a material decline in a company’s 
share price, Remuneration 
Committees should consider 
reducing the size of LTIP awards 
at the time of grant”) and investor 
sentiment on this more generally, a 
reduction to the award level is not 
considered appropriate in respect 
of Rob Pitcher’s planned 2019 LTIP 
award given the Remuneration 
Committee’s desire to: 

(i) 

 fulfil the commitment made to Rob 
upon his appointment, which was 
a critical element in attracting him 
to this opportunity, in respect of 
granting a 300 per cent of salary 
LTIP award within the first 18 
months of his employment; 

(ii)   ensure that Rob is appropriately 
incentivised to remain in the 
business noting: (a) the significant 
progress that he has made since 
his appointment just over a year 
ago and the planned workstreams 
for 2019/2020 onwards; (b) that a 
number of the Group’s issues in 
the past were exacerbated by a 
period of management instability; 
(c) the reduction in the share price 
is not a reflection of his efforts 
since joining the Group but rather 
a result of the underlying problems 
in the period leading up to his 
appointment; and (d) the fact that 
the initial 200 per cent of salary 
LTIP award is, in the view of the 
Committee, considered unlikely to 
vest to a material extent; and

(iii)  ensure that Rob is appropriately 
incentivised to continue to 
turn the business around in 
challenging trading and uncertain 
macroeconomic conditions

The basis of the performance targets 
for the awards remain unchanged; 
70 per cent on earnings per share 
(“EPS”) (25 per cent of this part of 
awards will vest for EPS growth of 
seven per cent per annum increasing 
pro-rata to 100 per cent vesting for 
EPS growth of 13 per cent per annum) 
and 30 per cent based on relative 
total shareholder return (“TSR”) 
against a bespoke peer group of 
listed pub companies. However, 
rather than using the conventional 
median to upper quartile vesting 
schedule, a median to median plus 
ten per cent p.a. vesting scale will 
be adopted given the small number 
of comparator companies. 

•  Following his 200 per cent of 

salary LTIP award in November 
2017, no further LTIP award will be 
granted to Mike Foster in 2019/20;

•  shareholding guidelines will 

continue to operate at 100 per  
cent of salary; and

•  no changes will be made to  
Non-Executive Director fees.

Committee activities

The Committee met five times during 
the year, with all members attending 
each meeting. Its main activities were to:

•  determine the Chairman’s fee and 
the framework and policy for the 
remuneration of the Executive 
Directors and other members of the 
Executive Committee and ensure 
they remain appropriate;

•  advise on the design of, and to 
determine and agree, the total 
individual remuneration package  

of each of the Executive Directors 
and other members of the Executive 
Committee, giving due regard to 
any relevant legal requirements, the 
provisions and recommendations 
set out in the prevailing Code and 
the UK Listing Authority’s Listing 
Rules and associated guidance;

•  approve the design of, and 

targets for, annual and long-term 
performance related pay schemes 
operated for the Executive Directors 
and other members of the Executive 
Committee, the total annual 
payments made under such schemes 
and provide oversight and guidance 
in relation to other Group-wide 
incentive proposals to ensure that 
these are aligned to performance, 
the Group’s core values and the 
Board’s risk appetite; and

•  oversee remuneration and benefit 
structures and policies throughout 
the Group’s business and to give 
advice on any major changes.

The Committee’s terms of reference 
are available from the Company 
Secretary and can be found on 
the Company’s website at www.
revolutionbarsgroup.com.

Shareholder feedback

The Committee welcomes any 
feedback on this report and the 
Remuneration Policy in general. On 
behalf of the Board, I would like to 
thank shareholders for their continued 
support and I look forward to your 
approval of our report at the 2019 AGM.

Jemima Bird 
Chair of the Remuneration Committee 
1 October 2019

Revolution Bars Group plc Annual Report and Accounts 2019

 
 
 
 
46

REMUNERATION 

Report continued

Directors’ Remuneration Policy

A summary of the Directors’ Remuneration Policy, as approved by binding shareholder vote at the 2018 AGM, is set out below.

Executive Directors

Policy table

Element

Base salary

Operation

Opportunity

Performancemetrics

A broad-based assessment of individual 
and Group performance is considered 
as part of any salary review.

Not applicable.

Executive Directors’  
current salaries are set  
out in the Annual Report  
on Remuneration.

Annual increases will usually 
be commensurate with those 
of the wider workforce.

Further increases may 
be considered if there 
are significant changes in 
responsibility or scope of the 
role, sustained increase in the 
size of the business, or if there 
are significant movements in 
market rates.

New joiners, where pay is 
initially set below market 
levels, may benefit from larger 
increases as their salary 
is progressed towards the 
market rate based on their 
development in the role.

Set at market-competitive 
levels for Executive Directors. 
The maximum contribution 
will be up to 15 per cent  
of salary.

Only basic annual salary  
is pensionable.

Not applicable.

Not applicable.

To attract and retain  
key individuals.

To reflect the relevant 
skills and experience  
in the role.

Salaries will normally be reviewed 
annually taking into account 
performance, experience, 
responsibilities, relevant market 
information and the level of  
workforce pay increases.

Pension

To provide  
cost-effective, yet 
market-competitive, 
retirement benefits.

Contribution to a personal  
pension arrangement or cash  
in lieu of pension by way of a  
salary supplement.

Benefits

To provide benefits that 
assist Directors in the 
performance of their 
roles and are designed 
to be competitive and  
cost effective.

Car and fuel allowance for Executive 
Directors, private health insurance 
and life insurance cover.

Other benefits may be  
offered (e.g. relocation) where 
considered appropriate.

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Element

Operation

Opportunity

Performancemetrics

Annual bonus plan

To motivate 
Executive Directors 
and incentivise the 
achievement of key 
financial and strategic 
goals and targets over 
the financial year.

Based on the achievement of 
performance metrics measured  
at Group level.

Maximum bonus potential is 
100 per cent of salary for the 
Executive Directors.

The Remuneration Committee 
retains discretion to withhold 
or reduce a bonus even if the 
objectives have been met.

Bonus is paid wholly in cash.

Recovery provisions will apply in 
the event of material misconduct, 
misstatement of financial results and/
or an error in the calculation of the 
bonus payable. The recovery period 
in respect of each bonus will be 
three years from the date the  
bonus is paid.

The annual bonus plan is subject to the 
achievement of stretching performance 
conditions based on financial 
performance of the Group and personal 
strategic objectives which reflect key 
business drivers. The majority (if not 
all) of any bonus will be determined by 
financial measures with only a minority 
being paid for achieving threshold 
performance levels.

PerformanceSharePlan(“PSP”)

Nominal cost options (“NCO”) are 
share awards which vest, subject  
to performance, after three years. 

PSP awards are subject to recovery 
and withholding provisions allowing 
the Company to withhold invested 
awards or reclaim vested awards 
under certain circumstances.

To motivate Executive 
Directors and 
incentivise delivery  
of performance over  
the long term.

To encourage greater 
shareholder alignment 
by rewarding total 
shareholder return 
(“TSR”) outperformance.

To facilitate  
share ownership.

CompanyShareOptionPlan(“CSOP”)

Normal awards of up to 200 
per cent of salary.

Awards of up to 300 per cent 
of salary may be made in 
exceptional circumstances.

Awards will be granted subject to a 
combination of financial measures 
(including but not limited to relative  
TSR and adjusted EPS) over at least  
a three-year period.

The Committee will review the 
appropriateness of the performance 
conditions on an annual basis and 
may make changes to the weightings 
or introduce new measures which are 
aligned to the Company’s strategy at 
that time.

For Executive Directors, performance 
conditions will be linked to those used 
under the corresponding PSP award.

To incentivise and 
recognise service  
over the longer term.

Aggregate value of any PSP 
and CSOP award granted will 
not normally exceed normal 
awards of 200 per cent of 
salary (300 per cent of salary 
in exceptional circumstances), 
with PSP grant levels in 
the same year taken into 
consideration and reduced 
accordingly.

The Company operates a share 
option plan under which it may grant 
share options with an exercise price 
as determined by the Committee 
on grant. The terms on which an 
award vests are determined by 
the Committee on grant and, once 
vested, options are exercisable up  
to ten years from the date of grant.

For Executive Directors with PSP 
awards, any grant of CSOP awards 
will be linked to the grant of PSP 
awards, which will be reduced 
accordingly to reflect the value 
received under any CSOP award.

Executive share ownership

To align Executive 
Directors’ and 
shareholders’ interests.

All Executive Directors are expected 
to hold an investment of at least 
100 per cent of base salary in the 
Company using 50 per cent of net 
awards under the Company’s PSP  
to achieve the shareholdings,  
if required.

100 per cent of salary for all 
Executive Directors.

Not applicable.

Revolution Bars Group plc Annual Report and Accounts 2019

 
 
 
 
48

REMUNERATION 

Report continued

Directors’ Remuneration Policy continued
Non-executive Directors

Policy table

Element

Operation

Opportunity

To attract and retain 
high calibre Non-
Executive Directors.

To set remuneration 
by reference to the 
responsibilities and 
time commitment 
undertaken by each 
Non-Executive 
Director.

Fee levels are reviewed on a periodic 
basis and are set based on expected 
time commitments and responsibilities 
and in the context of the fee levels  
in companies of a comparable size  
and complexity.

The Committee sets the fee for the Non-
Executive Chairman, whereas fees for 
the Non-Executive Directors are set by 
the members of the Board, excluding  
the Non-Executive Directors.

The Non-Executive Chairman’s fee and Non- 
Executive Director fees are set out in the Annual  
Report on Remuneration.

Any increase in fees may be above those of the 
wider workforce (in percentage terms) in any 
particular year, reflecting the periodic nature of 
any review and/or changes to time commitments 
and/or responsibilities.

In exceptional circumstances, if there is a 
temporary yet material increase in the time 
commitment for Non-Executive Directors, the 
Board may opt to pay additional fees to recognise 
the additional workload.

Performancemetrics

Not applicable.

The Committee operates the annual bonus plan and long-term incentive plans according to their respective rules and, 
consistent with normal market practice, the Listing Rules and HMRC rules where relevant, including flexibility in a number of 
regards. The flexibility includes:

• 

• 

timing of awards and payments;

the size of an award (within the limits noted in the table above) and when and how much should vest;

•  who receives an award or payment;

•  dealing with a change of control or restructuring of the Group;

•  determining whether a participant is a good/bad leaver for incentive plan purposes and whether and what proportion of 

awards vest;

•  any adjustments required to awards in certain circumstances (e.g. rights issues, corporate restructuring, other significant 

events and special dividends); and

• 

the weightings, measures and targets for the annual bonus plan, PSP and CSOP from year to year.

The Committee retains the discretion to adjust the targets and/or set different measures and alter weightings for the annual 
bonus plan and to adjust targets for the PSP and CSOP if events occur (e.g. a major acquisition or disposal) which cause 
it to determine that the plan conditions are unable to fulfil their original intended purpose and if the change would not be 
materially less difficult to satisfy than was originally set.

Existing awards

The Committee intends to honour any commitments, including the outstanding PSP awards, on the terms applicable 
at the time each such commitment was made. The relevant outstanding awards are described in the Annual Report on 
Remuneration.

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Executive Directors’ service agreements  
including policy on contracts of service

Rob Pitcher

On 25 June 2018, Rob Pitcher (The Company’s Chief 
Executive Officer) entered into a service agreement with 
Revolution which is terminable by him or the Company on 
not less than 12 months’ prior written notice. The Company 
can, however, terminate Rob Pitcher’s service agreement 
immediately, provided that such termination is effected 
together with payment of a cash sum in lieu of notice 
equivalent to the basic salary, pension allowance, car 
allowance and the value of his insured benefits to which he 
would have been entitled for the remainder of his notice 
period. The service agreement is terminable with immediate 
effect without notice in certain circumstances.

Mike Foster

Mike Foster (The Company’s Chief Financial Officer and 
Company Secretary) continues to perform his duties on the 
basis of an appointment letter approved by the Revolution 
Board on 29 May 2017 and which is terminable by him or the 
Company on not less than six months’ prior notice.

The Executive Directors are eligible to participate in such 
bonus arrangements as the Company may specify from time 
to time. The Board retains absolute discretion to determine 
whether or not a bonus should be paid to an Executive 
Director and, if a bonus is to be paid, the amount of  
such bonus. 

On cessation of an Executive Director’s employment, the 
treatment of any outstanding share awards will be governed 
by the rules of the appropriate plan. In the normal course, 
awards will lapse. If a participant is treated as a good 
leaver (for reasons of death, injury, permanent ill health or 
disability, redundancy, the employing entity ceasing to be 
a member of the Group, the business being transferred 
outside of the Group, or any other reason the Committee 
determines at its discretion) the award will normally be 
deemed to vest on the originally prescribed vesting date 
to the extent that the performance conditions have been 
achieved and pro-rated for the service period rendered 
(unless the Committee decides to vest awards at cessation 
and/or disapply time pro-rating).

The Non-Executive Directors have letters of appointment 
which provide for notice by either party giving to the other 
not less than six months’ notice in writing for the Chairman 
and three months’ notice in writing for other Non-Executive 
Directors. The Company may also terminate by making a 
payment in lieu of notice.

None of the employment contracts or letter of appointment 
of the Directors contain special contractual termination 
provisions.

Other employees’ pay

The Committee does not consult with employees directly on 
matters of Executive remuneration. However, the Committee 
is aware of the disconnect which may be created if Executive 
Director remuneration is set in isolation and therefore 
is updated during the year with details of the pay and 
employment conditions in the wider workforce. In particular, 
the Committee is made aware of general salary increases, 
general benefit provision and the proposed level of annual 
bonuses. The Committee is also responsible for reviewing the 
proposed participants of the PSP and the CSOP.

Remuneration Policy across the Group

The Remuneration Policy described in this report is broadly 
consistent with the policy used for other Senior Executives 
of the Company. A significant proportion of remuneration 
remains performance related, although lower quanta operate.

All Support Centre salaried employees and venue 
management staff participate in annual bonus or incentive 
schemes subject to minimum service periods, although the 
rewards, limits and performance metrics vary according to 
seniority and location of the role. Participation in the PSP 
and the CSOP is targeted at senior management and other 
key staff such as Area Managers who have the ability to 
influence overall trading performance.

New senior employees are eligible to join a defined 
contribution pension plan providing an employer 
contribution at five per cent annual salary.

Revolution Bars Group plc Annual Report and Accounts 2019

 
 
 
 
50

REMUNERATION 

Report continued

Directors’ Remuneration Policy continued
Policy on Executive Director recruitments/promotions

In relation to external Executive recruitment or internal promotion, the Committee will follow the principles outlined in the 
table below:

Element of remuneration

Base salary

Salary levels will be set based on:

•  the particular experience, knowledge and skills of the individual;

•  market rates for comparable positions in companies of a similar size and complexity; and

•  internal Company relativities.

Where considered appropriate, the Committee may wish to set the initial salary below the perceived market rate (e.g. to reflect an 
individual’s limited experience at a public limited company board level) but with the view to make phased increases, potentially above 
those of the wider workforce as a percentage of salary, so as to achieve the appropriate market positioning over time. Any increases 
would be subject to the individual’s continued development and performance in the role.

Benefits

A new appointment would be offered the same or a similar benefits package (or equivalent, in line with local market practice) as that 
provided to current Executive Directors.

Where considered necessary, the Committee may agree to pay certain relocation expenses, legal fees and other costs incurred by the 
individual in relation to their appointment.

Pension

A defined contribution or cash supplement (or equivalent, in line with local market practice) aligned to existing senior employees may  
be provided.

Annual bonus

The Committee would envisage the annual bonus for any new appointment operating as set out in the policy table for current Executive 
Directors. The annual bonus maximum, as a percentage of salary, would be limited to that of the current Chief Executive Officer.

However, the Committee may consider it necessary (depending on timing and the nature of the appointment) to set different tailored 
performance measures for the initial bonus year.

Long-term incentives

Ongoing LTIP awards will be made on the same terms as those for current Executives, albeit possibly with different performance periods 
depending on the timing of the appointment. The maximum ongoing award, as a percentage of salary, will be no higher than that of the current 
Chief Executive Officer. An award may be made shortly after an appointment if the Committee regarded it to be an exceptional circumstance 
and subject to the Company not being in a closed period. In accordance with the rules of the scheme, awards are normally made within 42 days 
of an announcement of the Group’s results.

For internal promotions, existing awards will continue over their original vesting period and remain subject to their terms as at the date of grant.

Buy-out awards

To facilitate external recruitment, it may be necessary to buy out remuneration which would be forfeited on the appointee leaving their previous 
employer. When determining the quantum and structure of any buy-out awards, the Committee will, where possible, use a consistent basis, 
taking into account the form of remuneration (cash or shares), timing horizons and the application of any performance criteria.

Buy-out awards, if used, will be granted using the Company’s existing share plans to the extent possible, although awards may also be granted 
outside of these schemes if necessary and as permitted under the Listing Rules.

Shareholder engagement

The Committee considers an open and constructive dialogue with investors to be vitally important to establishing a successful 
Remuneration Policy that is considered fair and transparent by both Executives and shareholders. Therefore, the Committee 
will consult with major investors whenever material changes to the policy are proposed. The Committee also welcomes investor 
feedback and will consider views raised at the AGM and regular meetings throughout the year when establishing the overall policy.

Revolution Bars Group plc Annual Report and Accounts 2019

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Annual Report on Remuneration
Composition of the Remuneration Committee (unaudited)

The Committee currently consists of Jemima Bird (Committee Chair), Keith Edelman and William Tuffy. None of the 
Committee has any personal financial interest (other than as a shareholder), conflicts of interest from cross-directorships,  
or day-to-day involvement in the running of the business. 

The CEO and CFO are invited to attend meetings, although are not present when matters affecting their own remuneration 
are discussed. The Company Secretary or their nominee acts as secretary to the Committee.

The Committee appointed independent remuneration consultants, FIT Remuneration, to replace Mercer Kepler, to advise 
on aspects of senior executive remuneration. FIT Remuneration is a member of the Remuneration Consultants Group and 
is a signatory to its code of conduct. FIT Remuneration has no connection with Revolution Bars Group plc other than in the 
provision of advice on Executive remuneration. The terms of engagement are available from the Company Secretary on 
request. The fees payable to FIT Remuneration during the 52 weeks ended 29 June 2019 were £16,000 (2018: £8,400 paid 
to Mercer Kepler). 

The Committee reviews its relationships with external advisers on a regular basis and believes that no conflicts of interest exist.

Implementation of the Remuneration Policy in the 52 weeks ending 27 June 2020 (unaudited)

Basic Annual Salary

Current salary levels are as follows:

Role

Chief Executive Officer

Chief Financial Officer

Director

From 1 April 2019

2018/19

% Increase

Rob Pitcher

Mike Foster

£350,000

£204,000

£350,000

£200,000

0%

2%

Mike Foster’s base salary was increased by two per cent from 1 April 2019 in line with Support Centre salary increases.

Annual Bonus

Annual bonus provision for 2019/20 will continue to be capped at 100 per cent of salary for Executive Directors. However, 
following a review of bonus provision, the Committee has simplified arrangements while more closely aligning performance 
metrics and targets to the delivery of the Company’s strategy. As such, 70 per cent of the bonus potential will be based 
on sliding scale adjusted EBITDA performance targets while 30 per cent of the bonus potential will be based on strategic 
targets based on like-for-like sales growth, health and safety independent audit results, guest experience scores and 
employee Net Promoter Score. Adjusted EBITDA was selected as a bonus measure given that it is the key performance 
metric used by management internally. While Adjusted EBITDA and the strategic targets are currently commercially 
sensitive, full details of the targets and performance against the targets will be disclosed in next year’s Directors’ 
Remuneration Report.

Long-term Incentive Awards

As part of his joining arrangements, Rob Pitcher was eligible to receive a 300 per cent of salary LTIP award in two parts, 
with the first part (200 per cent of salary) granted following the preliminary announcement of the 2018 results and the 
second part (100 per cent of salary) to be granted following the preliminary announcement of the 2019 results. While the 
Committee notes the provision in ISS’s latest voting guidelines (i.e. where there has been “a material decline in a company’s 
share price, Remuneration Committees should consider reducing the size of LTIP awards at the time of grant”) and investor 
sentiment on this more generally, a reduction to the award level is not considered appropriate in respect of Rob Pitcher’s 
planned 2019 LTIP award given the Remuneration Committee’s desire to: 

(i) fulfil the commitment made to Rob upon his appointment (which was a critical element in attracting him to this 
opportunity) in respect of granting a 300 per cent of salary LTIP award within the first 18 months of his employment;

Revolution Bars Group plc Annual Report and Accounts 2019

 
 
 
 
52

REMUNERATION 

Report continued

Annual Report on Remuneration continued
Implementation of the Remuneration Policy in the 52 weeks ending 27 June 2020 (unaudited) continued

Long-term incentive awards continued

(ii) ensure that Rob is appropriately incentivised to remain in the business noting: (a) the significant progress that he has 
made since his appointment just over a year ago and the planned workstreams for 2019/2020 onwards; (b) that a number of 
the Group’s issues in the past were exacerbated by a period of management instability; (c) the reduction in the share price 
is not a reflection of his efforts since joining the Group but rather a result of the underlying problems in the period leading 
up to his appointment; and (d) the fact that the initial 200 per cent of salary LTIP award is, in the view of the Committee, 
considered unlikely to vest to a material extent; and

(iii) ensure that Rob is appropriately incentivised to continue to turn the business around in challenging trading and 
uncertain macroeconomic conditions.

The basis of performance targets for the awards will remain unchanged; 70 per cent on earnings per share (“EPS”) (25 per 
cent of this part of awards will vest for EPS growth of seven per cent p.a. increasing pro-rata to 100 per cent vesting for 
EPS growth of 13 per cent p.a.) and 30 per cent based on relative total shareholder return (“TSR”) against a bespoke group 
of pub companies (Restaurant Group, Greene King, Mitchells & Butlers, JD Wetherspoon, Whitbread, Marston’s and Fuller 
Smith & Turner). However, rather than using the conventional median to upper quartile vesting schedule, a median (25 per 
cent of this part of awards will vest) to median plus ten per cent p.a. (100 per cent of this part of awards will vest) will be 
adopted given the small number of comparator companies. The level of outperformance for full vesting has been based on 
a historical analysis of the typical range between median and upper quartile TSR in the sector.

Following his 200 per cent of salary LTIP award in November 2017, no further LTIP award will be granted to Mike Foster in 
2019/20.

Policy on Executive Share Ownership

The Remuneration Policy requires Executive Directors to invest in the Company to a level of at least 100 per cent of annual 
salary over time, save that under such policy Executive Directors may build to this level using 50 per cent of net awards 
under the Company’s long-term incentive plans. 

Details of current share ownership levels are set out on page 55.

Non-Executive Directors’ Fees and Incentives

No increases to Non-Executive fees will be awarded for 2019/20.

Revolution Bars Group plc Annual Report and Accounts 2019

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Details of each Director’s remuneration for the 52 weeks ended 29 June 2019 are given below.

Directors’ remuneration for the 52 weeks ended 29 June 2019 (audited)

Executive Directors

Rob Pitcher3

Mike Foster

Non-Executive Directors

Keith Edelman4

Jemima Bird

William Tuffy5

Former Directors

Mark McQuater6

Chris Chambers7

Michael Shallow8

Aggregate emoluments 

Fees/ Salary 
£’000

Taxable 
benefits1 
£’000

Pension2 
£’000

Annual  
Bonus  
£’000

Long-term 
incentives 
£’000

Total  
£’000

2019

2018

2019

2018

2019

2018

2019

2018

2019

2019

2018

2018

2019

2018

2019

2018

350

7

201

200

90

255

33

30

20

145

368

21

17

40 

856

921

16

–

18

17

–

–

–

–

–

3

40

1

–

–

37

58

44

1

–

–

–

–

–

–

–

–

64

3

–

–

44

68

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

–

44

–

–

–

–

44

410

8

219

217

90

255 

33

30

20

148

516

25

17

40 

937

1,091

1.  Taxable benefits comprise medical insurance policies and car allowances.

2.  A pension provision/salary supplement of 15 per cent of salary was provided to Rob Pitcher. No pension provision was provided to Mike Foster.

3.  Rob Pitcher was appointed to the Board on 25 June 2018; his remuneration figures for 2018 reflect the period from the date of appointment only.

4. 

 Keith Edelman assumed the role of Executive Chairman on 17 October 2017, before resuming his role as Non-executive Chairman on 24 June 2018.  
Of the figure presented above for 2018, £227,000 related to the period over which he was the Executive Chairman.

5.  William Tuffy was appointed to the Board effective 26 November 2018. 

6.   Mark McQuater stepped down from the Board on 17 October 2017 and ceased employment on 2 February 2018; he received his normal pay and benefits 

during the 2019 reporting period throughout his garden leave in line with his contractual arrangements (as reported last year).

7.  Chris Chambers stepped down from the Board on 6 May 2017 but received a final payment in lieu of notice in the 2018 reporting period.

8.  Michael Shallow resigned from the Board effective 26 November 2018.

Revolution Bars Group plc Annual Report and Accounts 2019

 
 
 
 
54

REMUNERATION 

Report continued

Annual Report on Remuneration continued
Annual bonus (unaudited)

For the 52 weeks ended 29 June 2019, an annual bonus plan was operated for the Executive Directors with 50 per cent of 
potential based on EBITDA performance, and 50 per cent of potential based on PBT performance.

The targets and performance against the financial metrics were as follows:

Financial Objectives

Adjusted EBITDA (£’000)

Adjusted profit before tax (£’000)

Target

Stretch

Performance
outcome

Weighting

Outcome (% of 
max bonus)

Annual Bonus

16,794

8,449

17,634

8,871

11,061

2,973

50%

50%

100%

0%

0%

0%

Given the significant shortfall on the financial targets, no bonuses became payable to Executive Directors.

PSP awards vesting in FY19 (audited)

No PSP awards vested in respect of performance to 29 June 2019.

PSP – awards granted in FY19 (audited)

The following PSP award was issued to an Executive Director in the year to 29 June 2019:

Executive

Type of award

Rob Pitcher

PSP award 
CSOP award

Exercise 
Price
(pence)

0.1
114.5

Number 
of awards 
granted

585,154
26,200

Basis of  
award

200% of 
salary*

Face  
value

Percentage
which vests  
at threshold

Performance
period end

£700,000

25%

3 July 2021

This award is subject to stretching performance conditions, which are tested over a three-year performance period between 
1 July 2018 to 3 July 2021, and will vest in October 2021 to the extent these conditions are satisfied:

EPS(70%ofawards)

TSR (30% of awards)*

< 7% p.a.

7% p.a.

7%–13% p.a.

At least 13% p.a.

0%

25%

< Median

Median

0%

25%

Pro-rata between 25%  
and 100%

Between median and  
upper quartile

Pro-rata between 25%  
and 100%

100%

Upper quartile (or better)

100%

*  Measured against a peer group of the FTSE Restaurant & Bars subsector.

Revolution Bars Group plc Annual Report and Accounts 2019

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Outstanding Executive share awards (audited)

Executive Director

Scheme

Grant date

RobPitcher

PSP*

18.10.18

Mike Foster

CSOP

18.10.18

PSP*

14.11.17

CSOP

14.11.17

Exercise 
price 
(pence)

No of  
shares at  
1 July 2018 

Granted 
during  
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Number

Vested 
during 
the year 
Number

Lapsed 
during 
the year 
Number

0.1

114.5

0.1

162.0

–

–

585,154

26,200

240,000

18,518

–

–

258,518

611,354

–

–

–

–

–

–

–

–

No of  
shares at  
29 June 2019 

Vesting  
date

585,154

18.10.21

26,200

18.10.21

240,000

14.11.20

18,518

14.11.20

869,872 

* 

 PSP awards with associated CSOP awards attached (any awards which vest and which are exercised under the CSOP are directly offset by a reduction in 
vesting under the PSP of equivalent value).

Payments made for loss of office and payments to past Directors (audited)

Mark McQuater resigned from the Board on 17 October 2017. He remained on garden leave until 16 October 2018 during 
which time he received his normal pay and benefits. No further payments have been made to Mark McQuater and no LTIP 
awards remain outstanding. 

Directors’ interests and shareholding guidelines (audited)

The following table shows Directors’ interests in the Company:

Director

Rob Pitcher

Mike Foster

Keith Edelman

William Tuffy

Jemima Bird

Beneficially
owned at  
29 June 2019 
Number

100,000

–

30,500

10,000

20,250

Outstanding  
LTIPawards
Number

611,354

258,518

– 

– 

– 

Outstanding 
share awards 
under all 
employees 
share plans  

Number

–

–

– 

– 

– 

Total interest  
in shares  
Number

711,354

258,518 

30,500

10,000

20,250

Shareholding 
as a % of base 
salary at  

29 June 2019

18.3%

0%

n/a

n/a

n/a

Executive Directors are expected to hold an investment of at least 100 per cent of base salary in Company shares. 50 per 
cent of any awards which vest under the Company’s LTIPs (net of any taxes due) must be retained until the requirement 
has been met. The table above shows Directors’ interests in shares and the percentage of the guideline currently met as at 
29 June 2019.

The shareholding counting towards the measurement of the guideline is calculated on the basis of legally-owned 
shares. The percentage of guideline met is based on the annual base salary and the higher of the acquisition cost of the 
shareholding or its current market value. Once an Executive Director meets the required holding, the Executive Director is 
only required to purchase additional shares equivalent to the value of any increase in base salary. 

Revolution Bars Group plc Annual Report and Accounts 2019

 
 
 
 
 
 
 
 
 
56

REMUNERATION 

Report continued

Annual Report on Remuneration continued
Performance graph and Chief Executive Officer remuneration table (unaudited)

The graph below illustrates the Company’s total shareholder return (“TSR”) performance relative to the FTSE Fledgling Index 
(excluding investment trusts). This was chosen as it represents a broad-based index of which the Company is a constituent. 
Performance is shown over the period from the Company’s listing in March 2015 through to the end of the current reporting period 

at 29 June 2019. The graph shows performance of a hypothetical £100 invested at IPO and its performance over that period.

Total shareholder return

Revolution Bars Group plc

FTSE fledgling (excluding investment trusts)

250

200

150

100

50

)
d
e
s
a
b
e
R
(

)
£
(
e
u
a
V

l

0
March  
2015

June  
2015

Source: Thomson Reuter DataStream.

July  
2016

July  
2017

June  
2018

June  
2019

The table below details the CEO’s remuneration over the same period as presented in the TSR graph:

Singlefigureofremuneration(£’000)

Rob Pitcher*

Mark McQuater**

LTIP vesting (% of maximum)

Bonus (% of maximum)

*  Rob Pitcher was appointed to the Board as CEO on 25 June 2018. 

**  Mark McQuater resigned from the Board on 17 October 2017.

2019

2018

2017

2016

2015

410

–

–

–

8

516

–

– 

–

473

–

– 

–

570

–

22%

–

449

–

12%

Percentage increase in remuneration of the Chief Executive Officer (unaudited) 

The table below demonstrates the movement in the salary, benefits and annual bonus for the Chief Executive Officer 
between the current and previous financial periods compared to that for the average full-time salaried employee. For this 
purpose, given that there was no Chief Executive Officer in place for the majority of the comparative period, the percentage 
change shown reflects the difference in the packages between the start and end of the reporting period 

CEO  
%

Employee  
%

Relative importance of spend on pay (unaudited)

Salary

Taxable benefits

Annual Bonus

0%

0%

0%

0%

nil

nil

Staff costs

Distributions to shareholders

2019
£m

47.0

1.7

2018
£m

42.3

2.5

%

11

(32)

Revolution Bars Group plc Annual Report and Accounts 2019

 
 
Revolución de Cuba Launch Huddersfield 

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Shareholder voting at the 2018 AGM (unaudited)

At the Annual General Meeting on 26 November 2018, the Directors’ Remuneration Report and Annual Report on 
Remuneration received the following votes from shareholders:

Directors’ Remuneration Report

Directors’ Remuneration Policy

% of votes cast

Votes for

Votes against

Votes withheld*

47.49%

47.49%

23,706,627

99.77%

23,704,664

99.77%

53,870

0.23%

55,833

0.23%

5,753

–

5,753

–

*  A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes cast “for” and “against” a resolution.

This report was approved by the Remuneration Committee and signed on its behalf by:

Jemima Bird 
Chair of the Remuneration Committee

1 October 2019 

Revolution Bars Group plc Annual Report and Accounts 2019

 
 
 
 
 
58

AUDIT COMMITTEE 

Report

Dear shareholder

I am pleased to introduce the report of the 
Audit Committee for the 52 weeks ended 
29 June 2019. 

The Code recommends that all 
members of the Committee be Non-
Executive Directors, independent 
in character and judgement and 
free from any relationship or 
circumstance which may, could or 
would be likely to, or appear to, 
affect their judgement and that at 
least one such member has recent 
and relevant financial experience. 
Accordingly, the Committee comprises 
all three independent Non-Executive 
Directors including me as Committee 
Chairman, considered by the Board 
to have recent and relevant financial 
experience due to my previous 
experience as an Audit Committee 
Chair in another publicly listed 
company, in other senior financial roles 
and FCA and FCCA qualifications.

I have over 35 years’ experience 
in senior general and financial 
management roles in Retail, FMCG 
and property Investment and 
Management and have been involved 
with business transformation and 
turnaround projects in companies 
ranging from large multi-nationals 
to mid-sized businesses and start-
ups. I have also held Non-Executive 
positions, including four years at Beale 
plc, during which I was initially Senior 
Independent Director and then Non-
Executive Chairman. Whilst at Beale 
plc, I served as Chair of both Audit 
and Remuneration Committees. I have 
solid experience in retail and many 
other complimentary sectors and am 
therefore suitably experienced to lead 
the Committee.

Regular Committee meetings are 
also normally attended by the Chief 
Financial Officer and the external 
auditor. The Chief Financial Officer, 
who is also the Company Secretary, 
acts as secretary to the Committee. 
Other members of management, 
particularly senior financial managers, 
are invited to attend depending on the 
matters under discussion.

The Committee meets at least twice 
a year at the appropriate times in 
the reporting and audit cycle and 
seeks also to ensure that twice per 
annum there is an opportunity for 
meeting time with the external auditor 
without members of management 
present. The Committee was set 
up by the Board to assist it with its 
responsibilities in respect of financial 
reporting, including reviewing annual 
and half-year results, external auditing, 
internal controls, and advising on the 
independence and appointment of 
the external auditor. The Committee 
also routinely examines significant 
accounting treatments facing the 
Group and will focus on those matters 
raised by the external auditor which 
they consider to be of significant  
audit risk. 

PricewaterhouseCoopers LLP (“PwC”) 
was appointed as the Group’s external 
auditor on 29 January 2018 and 
therefore the period under review 
represents their second year of audit. 
The Committee is satisfied that PwC 
has undertaken its responsibilities as 
the Group’s external auditor to a high 
standard and therefore the Committee 

will be recommending that PwC be 
formally appointed as auditor at the 
2019 Annual General Meeting (“AGM”). 
The PwC audit partner responsible for 
the Group is Randal Casson.

During the year, the Directors 
continued to assess the following  
key areas:

•  Board governance, including the 
Committee and the procedure for 
assessing the Group’s key risks;

•  management accounting processes 

and the quality of information 
provided to the Board;

•  external financial reporting 

procedures and audit arrangements 
and reporting standards;

•  complex transactions, potential 

exposure and risk;

• 

information systems; and

•  budgeting and forecasting 
procedures and controls.

The Directors recognise the need 
to maintain the financial reporting 
procedures, review them on a 
continuing basis and adapt them  
to changing circumstances.  
Their review forms part of the 
Committee’s agenda going forward 
together with its wider role and 
responsibilities, which are set out in 
more detail in this report.

I look forward to meeting with 
shareholders at the AGM to answer 
any questions on the work of the  
Audit Committee.

Revolution Bars Group plc Annual Report and Accounts 2019

The Directors recognise the need 
to maintain the financial reporting 
procedures, review them on a 
continuing basis and adapt them  
to changing circumstances.”

Assessing effectiveness of 
external audit process

Whilst the Committee does not rely 
solely on the work of the external 
auditor, it regards the breadth and 
quality of the work performed by 
the external auditor as contributing 
significantly to several of the 
Committee’s objectives, particularly 
regarding assurance relating to 
the accuracy and reliability of its 
external reporting and for reviewing 
objectively the Group’s systems and 
internal controls. For that reason, 
planning meetings are held with 
the external auditor to review their 
proposed work programmes and 
any recommendations made by the 
external auditor are reviewed in 
depth as are their findings from their 
review of the half year and year end 
accounts. The Committee meets 
to discuss the performance of the 
external auditor and to consider 
priority areas for future work. 

In order for the auditor to be fully 
effective, they must be independent 
of the Company and the Committee 
intends to ensure that no other work 
is performed by the external auditor 

so that their independence is not 
compromised. New EU legislation 
on permitted non-audit services 
came into effect from 17 June 2016 
which introduced a permitted non-
audit services fee cap of 70 per 
cent of the average audit fee over a 
consecutive three-year period. This 
cap comes into effect for the Group 
in the financial year ending 30 June 
2020. During the year, the value of 
non-audit services provided by the 
external auditor amounted to £0.02 
million (2018: £0.15 million). The non-
audit services in the period under 
review related only to an interim 
review; whilst this is classified as non-
audit work, the Committee believes 
that it is incidental to the  
role as auditor and helpful to 
performing its role as auditor. 
In the comparative period, PwC 
undertook forensic accounting work 
that was performed prior to their 
appointment as external auditor. 
This non-audit work was referred to 
in last year’s Audit Committee report 
and related to an investigation into 
and a report to the Committee on 
the Group’s accounting for supplier 
rebates and short life assets. This 

work was substantially completed 
prior to the completion of KPMG 
LLP’s audit of the results for the 52 
weeks ended 30 June 2017 and 
subsequently a related smaller 
piece of work was undertaken by 
PwC to finalise the investigation and 
was completed before PwC were 
invited to participate in the tender 
process for the appointment as 
the Group’s external auditor. At the 
time, both the Committee and PwC 
carefully considered whether there 
was any conflict of interest and were 
satisfied that there was not. 

Under the EU audit regulation, the 
Company is required to undertake 
a tender for audit services at least 
every ten years (being for the period 
commencing July 2028). As such 
there are no plans to undertake a 
tender in the foreseeable future.

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60
60

AUDIT COMMITTEE 

Report continued

Role and responsibilities

TheCommittee’stermsofreference
canbefoundontheGroup’swebsite
or alternatively can be obtained from 
the Company Secretary. The primary 
function of the Audit Committee is 
toassisttheBoardinfulfillingits
responsibilities to protect the interests 
of shareholders with regard to the 
integrityoffinancialreporting,audit,
risk management and internal controls. 
In doing so the Committee shall act in 
a way which would be most likely to 
promote the success of the Company 
forthebenefitofitsmembersasa
whole and in doing so have regard 
(amongst other matters) to: 

• 

• 

• 

the likely consequences of any 
decision in the long term; 

the impact of the Company’s 
operations on the community and 
the environment; 

the desirability of the Company 
maintaining a reputation for high 
standards of business conduct; and

•  any other matters required to be 
considered in accordance with 
section 172 of the Companies Act 
2006.

• 

External Audit 

•  Audit tender process: The 

Committee oversees the exercise 
of putting the external audit out to 
tender at least once every ten years 
or explain in the Annual Report why 
this action has not been taken. 

•  Appointment, reappointment and 
dismissal of auditor: Taking into 
account the obligations noted 
above, the Committee will consider 
and make recommendations 
to the Board, to be put to the 
shareholders for approval at the 
AGM, regarding the appointment 
and reappointment or dismissal of 
the external auditor. The Committee 
will oversee the selection process 
for new auditors and will ensure 
that all tendering firms are given 
access to such information and 

individuals as may be appropriate 
during the tendering process. If 
an auditor resigns the Committee 
will investigate the circumstances 
surrounding this and decide 
whether any action is required. 

•  Remuneration of auditor: 

The Committee approves the 
remuneration and terms of 
engagement, including any 
engagement letter, of the external 
auditor, ensuring that the level of 
fees is appropriate to enable an 
effective and high quality audit 
to be conducted. The Committee 
reviews the audit fees and 
considers any other fees payable 
to the auditor in respect of non-
audit activities. The Committee 
develops and implements a policy 
regarding the engagement of the 
external auditor to supply non-audit 
services, considering the impact 
this may have on independence, 
taking into account the relevant 
regulations and ethical guidance 
on the subject, and reporting to 
the Board on any improvement or 
action required. 

Independence of auditor: The 
Committee, at least annually, 
reviews and satisfies itself with the 
independence (satisfying itself that 
there are no relationships such 
as family employment or financial 
investment, or other business 
arrangements between the Group 
and the auditor, other than in the 
ordinary course of business) and 
objectivity of the external auditor, 
taking into account consideration 
of relevant UK professional 
and regulatory guidelines. The 
Committee monitors the auditor’s 
compliance with relevant ethical 
and professional guidance on 
the rotation of audit partners, the 
level of fees paid by the Company 
compared to the overall fee income 
of the firm, office, partner and 
other related requirements. The 
Committee satisfies itself that there 
are no relationships between the 

auditor and the Company (other 
than in the ordinary course of 
business) which could adversely 
affect the auditor’s independence 
and objectivity. 

•  Audit effectiveness: The Committee 
reviews the effectiveness of the 
external audit process, taking into 
account relevant UK professional 
and regulatory requirements. 

•  Employment of former employees 

of auditors: The Committee 
recommends to the Board a 
policy on the employment of 
former employees of the auditors 
and monitors implementation of 
this policy. 

•  Audit qualifications: The Committee 
annually assesses the qualifications 
of the auditors, their expertise 
and resources, as well as the 
effectiveness of the audit process.

•  Co-ordination with internal 

audit: The Committee seeks to 
ensure coordination of internal 
audit activities alongside the 
external audit. 

•  Audit planning: The Committee 

meets regularly with the auditors 
including once at the planning 
stage for the year end (where the 
scope of the audit and the annual 
audit plan are considered to ensure 
consistency with the scope of the 
audit engagement, having regard 
to the seniority, expertise and 
experience of the audit team) and 
once post audit at the reporting 
stage. The Committee reviews the 
findings of the audit and discusses 
any major issues arising during 
the audit, any relevant accounting 
and audit judgements, the levels 
of errors identified during the 
audit and the effectiveness of 
the audit. The Committee also 
discusses any matters the auditor 
may wish to raise (in the absence 
of management where necessary). 
The Committee ensures that any 
representation letters, management 
letters and responses from 
management are reviewed. 

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61
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Financial Statements 

• 

Integrity of financial statements: 
The Committee monitors the 
integrity of the financial statements 
by keeping them under review and 
challenging where necessary: 

 – the consistency of, and any 

changes to, accounting policies 
on a year-to-year basis across 
the Group; 

 – the methods used to account 
for significant or unusual 
transactions where different 
approaches are possible;

 – whether the Group has followed 

appropriate accounting 
standards and made appropriate 
estimates and judgements, 
taking into account the views 
of the external auditor, and

 – the clarity of disclosure in the 

Company’s financial statements 
and the corporate governance 
statement (insofar as it relates to 
audit and risk management), and 
reports its views to the Board if it 
is not satisfied with any aspect of 
the proposed financial statements. 

•  Significant issues and judgements: 

The Committee reviews and reports 
to the Board on significant financial 
reporting issues and judgements 
which the financial statements 
contain having regard to matters 
communicated to it by the auditors. 

•  Other statements containing 
financial information: The 
Committee reviews other 
statements requiring Board 
approval containing financial 
information where a review prior 
to Board approval is practicable 
and consistent with any prompt 
reporting requirements under 
any law or regulation including 
the Listing Rules or Disclosure 
Guidance and Transparency  
Rules sourcebook. 

•  Annual Report and Accounts: The 
Committee reviews the content of 
the Annual Report and Accounts 
and advises the Board on whether, 

taken as a whole, it is fair, balanced 
and understandable and provides 
the information necessary for 
shareholders to assess the 
Company’s performance, business 
model and strategy and whether 
it informs the Board’s statement in 
the Annual Report on these matters 
as required under the Code.

Other Matters 

•  Corporate Governance: The 

Committee gives due consideration 
to laws and regulations, the 
provisions of the UK Corporate 
Governance Code and the 
requirements of the UK Listing 
Authority and any other applicable 
rules, as appropriate.

•  Whistleblowing: The Committee 
reviews the Group’s procedures 
for handling allegations from 
whistleblowers and ensures that 
these arrangements allow for 
proportionate and independent 
investigation of such matters 
and appropriate follow up. The 
Committee reviews the Company’s 
procedures for detecting fraud and 
the systems and controls for the 
prevention of bribery and receives 
reports of non-compliance. 

•  Training: The Committee is 

provided with appropriate and 
timely training, both in the form of 
an induction programme for new 
members and on an ongoing basis 
for all members. 

•  S172 CA2006: The Committee 
assists the Board in relation to 
preparing the statement required 
to be published annually describing 
how the Directors have had regard 
to the matters set out in section 172 
of the Companies Act 2006.

•  Performance review: The Committee 
arranges for periodic reviews of 
its own performance, and, at least 
annually, reviews its constitution 
and terms of reference, to ensure 
that it is operating at maximum 
effectiveness and recommends any 
changes that it considers necessary 
to the Board for approval.

Meetings and attendance

During the 52 weeks ended 29 June 
2019, the Audit Committee met 
formally on three occasions, with all 
members attending the meetings.  
At two meetings, the Committee  
had access to the external auditor 
without management present. 

Work performed by the Committee 
during the year has included:

•  reviewing the independence 
and objectivity of PwC as 
external auditor, together with its 
effectiveness, following their audit 
and recommending its appointment 
to shareholders at the AGM;

•  receiving the external auditor’s 

reports to the Committee in respect 
of the interim audit review;

•  reviewing and approving the 

external audit plan for the 52 weeks 
ended 29 June 2019;

•  reviewing the Annual Report 
and Accounts for 2019 and 
recommending to the Board its 
adoption as fair, balanced and 
understandable. In fulfilling this 
task, the Committee reviewed the 
process undertaken to produce the 
Annual Report and Accounts 2019, 
which included internal verification 
processes and content approval 
procedures;

•  receiving the external auditor’s 

reports to the Committee;

•  reviewing the Group’s accounting 

policies and key accounting 
judgements;

•  considering the risk assessment, 
mitigation actions and assurance 
activities produced by 
management; and

•  reviewing compliance with and 

explaining any exceptions from the 
UK Corporate Governance Code.

Revolution Bars Group plc Annual Report and Accounts 2019

 
 
 
 
62

AUDIT COMMITTEE 

Report continued

Internal audit

The Group does not have an 
internal audit function and to date 
has considered that the key risks 
to the business are covered by a 
combination of resources including its 
compliance department, stock-takers 
and area managers.

The Group’s compliance department 
is responsible for managing many of 
the principal risks facing the business 
concerning alcohol licensing, and 
health and safety. Their work is 
supported by external consultants on 
both of these matters and as part of 
these arrangements annual contracts 
are in place to provide at least two 
audit visits per annum to every trading 
venue by fully qualified health and 
safety advisers. Additionally, the 
Group’s compliance department 
monitors and acts on any matters 
relating to cash losses.

The Group also employs four full-
time stock-takers who check stocks 
and various other generally related 
compliance matters such as cash 
counts on a risk assessed basis. 
Each bar’s stock is counted on 
average between six and eight times 
per annum. Stock-take results are 
reviewed by both operational and 
finance staff immediately that they are 
made available.

An important element of the area 
manager’s role is to perform spot 
checks on cash, stocks, licensing 
and health and safety matters as 
part of their regular site visits. The 
area manager assessments are used, 
amongst other things, to rate general 
managers; poor scores relating to 
these matters and brand standards 
reduce the bonus earnings potential of 
a bar’s management team. 

Risk Committee

To strengthen and complement the 
Audit function a Risk Committee is 
chairedbytheChiefFinancialOfficer
and comprises several members 
of the Senior Management team 

including the heads of Compliance, 
Property,Operations,Food,ITand
PeopleDevelopment.Thepurpose 
of the Committee is:

• 

• 

• 

• 

to identify, mitigate and prevent risk 
as far as possible;

to protect the financial, physical and 
reputational image of the business;

to fulfil the Company’s legal 
obligations; and

to ensure visibility and transparency 
over controls.

The Committee’s terms of reference 
are available from the Company 
Secretary and can be found on 
the Company’s website at www.
revolutionbarsgroup.com.

During the period the Committee met 
quarterly with all members or their 
deputies attending. The key activities 
of the Committee during the period 
have been:

• 

• 

• 

• 

• 

to monitor the audits carried out 
by the external consultants and to 
ensure any critical issues identified 
have been rectified in a timely 
function;

to monitor health and safety 
standards in bars including 
compliance certification, reviews 
of updated risk assessments, 
and compliance with all matters 
concerning food safety;

to review serious incidents 
involving staff or customers 
to ensure that all lessons are 
learned and that any necessary 
improvements to controls and 
procedures to prevent a recurrence 
are acted upon;

to ensure the Company adheres 
strictly to the licensing objectives  
to protect all premises licenses;

to ensure that all changes in 
relevant legislation and policies  
are identified and acted upon in  
a timely manner, and

• 

to review insurance policies  
and coverage.

Significant accounting matters

Inreviewingthefinancialstatements
with management and the external 
auditor, the Committee has discussed 
and debated the critical accounting 
judgements and key sources of 
estimation uncertainty as set out in 
note 1 totheconsolidatedfinancial
statements. 

As a result of its review, the 
Committeehasidentifiedthe
followingissuesthatrequireparticular
judgementorhavesignificantimpact
on the interpretation of the Annual 
ReportandAccountsfor 2019:

•  Accrued rebates from suppliers: 
rebates are usually invoiced on a 
monthly or quarterly basis based on 
supplied volumes and whilst these 
can usually be quickly assessed 
post-period, judgements are 
sometimes required as to whether 
longer term contractual thresholds 
will be met. Good records are 
maintained in this area to monitor 
volumes on a contract by contract 
basis and reviewed monthly 
by senior finance management 
thus minimising the degree of 
judgement required. Where 
relevant, the Committee is satisfied 
that appropriate judgements have 
been made.

•  Carrying value of fixed assets: the 
Group keeps the carrying value 
of its fixed assets under review. 
Formal procedures are used in 
each external reporting period 
to make assessments of the 
appropriateness of carrying values 
within the balance sheet. As a result 
of its reviews, the Committee has 
approved accelerated depreciation 
rates on certain leasehold 
improvements and scrutinised and 
approved impairment charges. The 
Committee has also approved the 
creation of a dilapidations provision 
to recognise that amounts may 
be payable on the expiration of 
lease terms if the Group is unable 
or unwilling to extend the lease on 
agreeable terms.

Revolution Bars Group plc Annual Report and Accounts 2019

•  Provision for onerous leases: the 
Group has a small number of loss-
making trading venues and these 
are kept under review to determine 
their longer term trading prospects 
and potential lease exit costs. 
The Committee has approved an 
increase to the provision in the 
period reflective of the harsher 
trading environment and uncertain 
prospects for some of these bars.

•  Capitalisation of property, plant 

and equipment: the Committee has 
reviewed capitalisation policies and 
in particular the capitalisation of 
internal costs in relation to property 
development and IT systems 
development and is satisfied 
that its policies and the amounts 
capitalised are appropriate.

•  Exceptional items: exceptional 
items on a pre-tax basis of 
£7.1 million (2018: £11.1 million) 
represent a material item in the 
profit and loss account. The charge 
in the reporting period comprises 
an increase in the provision for 
onerous leases and a fixed assets 
impairment charge (see note 
3 to the consolidated financial 
statements), both of which are 
referred to above. The Committee 
considered the appropriateness 
of presenting these items 
as exceptional.

The Committee reviewed reports 
presented by PwC detailing its 
key audit findings in relation to 
the above matters.

WilliamTuffy 
Chair of the Audit Committee

1 October 2019

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Revolution Bars Group plc Annual Report and Accounts 2019

 
 
 
 
 
 
64

NOMINATION COMMITTEE 

Report

Dear shareholder 

I am pleased to introduce the report of the 
Nomination Committee for the 52 weeks  
to 29 June 2019. 

Employee Gender split

Responsibilities

Male
Female

Nomination committee executive/
non-executive analysis

Executive
Non-Executive

The Committee’s terms of reference, 
which can be found on the Group’s 
website and can be obtained from 
the Company Secretary, deal with 
such issues as membership and 
frequency of meetings, together with 
the requirements for quorum and 
notice procedure and the right to 
attend meetings. The responsibilities 
of the Committee covered in its terms 
of reference include reviewing Board 
composition, appointing new Directors, 
reappointment and re-election of 
existing Directors, succession planning 
taking into account the skills and 
expertise that will be needed on the 
Board in the future, reviewing time 
required from Non-Executive Directors, 
determining membership of other 
Board Committees and ensuring 
external facilitation of the evaluation of 
the Board. As part of its activities the 
Committee also considers the diversity 
of the Board.

Composition

The Code recommends that a majority 
of the members of the Nomination 
Committee should be independent 
Non-Executive Directors. The 
Committee is chaired by me, and its 
other members are Jemima Bird and 
William Tuffy who are independent 
Non-Executive Directors, and the 
Chief Executive Officer, Rob Pitcher. 
Accordingly, the Committee complies 
with the Code recommendation. 
By invitation, the meetings of the 

Committee may be attended by the 
Chief Financial Officer, although this did 
not occur during the year under review. 

Meetings and attendance

During the 52 weeks ended 29 June 
2019, the Nomination Committee 
met formally on one occasion with 
all members attending the meeting. 
The Committee will continue to meet 
formally at least once a year and at 
such other times as the Board or the 
Committee Chairman requires. The 
Committee has access to sufficient 
resources to carry out its duties, 
including the services of the Company 
Secretary. Independent external legal 
and professional advice can also be 
taken by the Committee if it believes  
it is necessary to do so.

Election of Directors

On the recommendation of the 
Committee and in line with the Code, 
all of the Group’s Directors will stand 
for election at the forthcoming AGM 
and will subsequently offer themselves 
for re-election on an annual basis.

The biographical details of the 
Directors are set out on pages 34–35. 
Following performance evaluations 
conducted during the year, the 
Committee is satisfied that the 
Directors, who served during the 52 
weeks ended 29 June 2019 performed 
effectively and demonstrated 
commitment to their roles. Annual 
performance reviews will continue 
going forward.

Revolution Bars Group plc Annual Report and Accounts 2019

Report

We remain committed to offering equal 
opportunities for colleagues to develop, 
progress and grow.”

Gender Pay Gap

In accordance with statutory 
requirements, the Group published 
its gender pay report by the due date. 
More information on our support of 
gender equality can be downloaded 
from our corporate website at www.
revolutionbarsgroup.com

I look forward to meeting with 
shareholders at the AGM to answer 
any questions on the work of the 
Nomination Committee.

Keith Edelman 
Chairman of the Nomination 
Committee

1 October 2019

Diversity

We pride ourselves on being a diverse 
and inclusive business. All employees 
are welcomed and treated with respect, 
regardless of their background. We 
remain committed to offering equal 
opportunities for colleagues to 
develop, progress and grow. 

The Committee supports the 
recommendations outlined in the 
Hampton-Alexander Review “FTSE 
Women Leaders” and is aware of 
the need to increase the number of 
women on the Board, and in other 
senior management positions, to which 
it is committed over time. Within this 
overriding commitment, we will make 
appointments based on merit and 
against objective criteria to ensure we 
appoint the best individual for each 
role. The Committee and the Board 
understand the importance of a diverse 
Board membership and throughout 
the senior management teams. The 
Committee also recognises that 
diversity encompasses not only gender 
but also background, ethnicity and 
disability. The Committee believes that 
all appointments should be made on 
merit, the key criterion being whether 
or not the appointee can add to or 
complement the existing range of skills 
and experience of the relevant team.

Our commitment to supporting 
diversity has been demonstrated by 
being regularly represented at and 
actively participating in “Women in 
Hospitality, Travel and Leisure”, which 
is a forum for organisations in our 
industry sector to collaborate and work 
up tangible actions to improve diversity 
and inclusion across the sector. We 
have also provided support in the form 
of hosting facilities, including free food 
and drink, for five Plan B mentoring 
events. Plan B is an initiative organised 
by a small number of female hospitality 
executives, including Ann Elliott of 
Elliotts Marketing agency and Kate 
Nicholls of UK Hospitality, to prepare 
senior women executives for Board 
level positions in our sector.

Jemima Bird is the only woman on 
the Company’s Board in 2019 and 
two of the seven members of the 
Senior Management Team are women 
(29 per cent up from 25 per cent in 
2018). Across our business of over 
3,300 employees, female employees 
represented approximately 44 per cent 
of the workforce as at 29 June 2019 
(30 June 2018: 44 per cent). The Group 
is committed to continuing to develop 
the potential of its female employees 
through its training programmes and its 
corporate development pipeline.

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66

DIRECTORS’Report

The Directors present their Annual Report 
and the Audited Consolidated Financial 
Statements of the Company and Group 
for the 52 weeks ended 29 June 2019. 

Introduction

Results and dividend

Powers of the Directors

ThisDirectors’Reportincludes
additionalinformationrequiredtobe
disclosed under the Companies Act 
2006, the Code, the DTRs and the 
Listing Rules of the Financial Conduct 
Authority.Certaininformationrequired
tobeincludedintheDirectors’Report
is included in other sections of this 
Annual Report as follows:

• 

the Strategic Report on pages 
2 to 29 sets out a review of the 
Group’s business during the 52 
weeks ended 29 June 2019 and 
the financial position of the Group 
at the end of that period to enable 
shareholders to assess how the 
Directors have performed their duty 
under section 172 of the Companies 
Act. The review also describes the 
principal risks and uncertainties 
facing the Group, provides a fair 
review of the Group’s business 
at the end of the financial year 
and an indication of likely future 
developments in the business;

• 

the Corporate Governance Statement 
on pages 40 to 43; and

•  related party transactions as set 

out in note 24 to the consolidated 
financial statements.

This Directors’ Report together with 
the Strategic Report set out on pages 
2 to 29 represents the “Management 
Report” for the purpose of compliance 
with the DTR 4.1.5R.

The Group’s results for the year 
are shown in the statement of 
comprehensive income on page 80. 
The Directors are not recommending 
a final dividend in respect of the 52 
weeks ended 29 June 2019 (2018: 3.3 
pence per share issued). There was 
no interim dividend during the period 
(2018: 1.65 pence per share), and thus 
the total dividend for the 52 weeks 
ended 29 June 2019 is nil pence per 
share (2018: 4.95 pence per share).

Share capital and related matters

The Company has only one class of 
share and the rights attached to each 
share are identical. Details of the rights 
and obligations attaching to the shares 
are set out in the Company’s articles of 
association, which are available from 
the Company Secretary and can also be 
found on the Company’s website www.
revolutionbarsgroup.com under investor 
relations and shareholder information. 
The ordinary shares are listed on the 
official list and are traded on the London 
Stock Exchange. The Company may 
refuse to register any transfer of a share 
which is not a fully paid share. At a general 
meeting of the Company, every member 
has one vote on a show of hands, and 
on a poll one vote for each share held. 
Details of the voting procedure, including 
deadlines for exercising voting rights, are 
set out in the Notice of Annual General 
Meeting 2019. As at 29 June 2019, the 
issued share capital of the Company was 
50,029,159 ordinary shares of £0.001 
each. Details of the share capital as at 
29 June 2019 are shown in note 19 to 
the consolidated financial statements.

The Directors may exercise all powers 
on behalf of the Group including, 
subject to obtaining the required 
authority from the shareholders 
in general meeting, the power to 
authorise the issue of new shares and 
the purchase of the Company’s shares. 
During the year, the Directors have not 
exercised any of the powers to issue 
or purchase shares in the Company.

Restrictions on transfer

There are no general restrictions 
on the transfer of ordinary shares in 
the Company other than in relation 
to certain restrictions imposed from 
time to time by laws and regulations 
(for example insider trading laws). 
Pursuant to the Listing Rules, Directors 
and certain officers and employees 
of the Group require the approval of 
the Company to deal in the ordinary 
shares of the Company.

The Company has in place certain share 
incentive plans and details of these can 
be found on page 54. As at the financial 
period end on 29 June 2019 and up to 
the date of this report, 585,154 share 
options have been granted to the 
Company’s Chief Executive Officer, Rob 
Pitcher and 240,000 share options have 
been granted to the Company’s Chief 
Financial Officer, Mike Foster. During the 
reporting period, no options vested or 
were exercised, 569,506 options lapsed 
and 1,098,580 further options have 
been granted.

Revolution Bars Group plc Annual Report and Accounts 2019

Report

The Group continues to be very cash generative  
pre expansionary capital expenditure.”

Substantial shareholdings

Asat29June2019and25September2019,theCompanyhadbeennotified,inaccordancewiththeDTRs,ofthe
following interests representing three per cent or more of the voting rights in the issued share capital of the Company:

As at 29 June 2019

As at 25 September 2019

Total holding 
of shares

% of total 
voting rights

Total holding 
of shares

% of total 
voting rights

Artemis Investment Management 

Sanford Deland Asset Management

Legal & General Investment Management

AXA Framlington Investment Managers

AJ Williams

Chelverton Asset Management

GLG Partners CfD

Hargreaves Lansdown, stockbrokers (EO)

Deltic Group

Raffeisen Centrobank

Directors

The Directors of the Company and 
their biographies are set out on pages 
34–35. Their interests in the ordinary 
shares of the Company are shown in 
the Directors’ Remuneration Report on 
page 55.

Michael Shallow, the Company’s Senior 
Non-Executive Director, retired from the 
Board at the Annual General Meeting on 
26 November 2018. On the same date, 
Jemima Bird, an existing Non-Executive 
Director, was appointed Senior Non-
Executive Director and Chair of the 
Remuneration Committee, and William 
Tuffy joined the Company and the 
Board as a Non-Executive Director 
and Chair of the Audit Committee.

Appointment and  
removal of Directors

Directors may be appointed by ordinary 
resolution of the Company or by the 
Board. All Directors will stand for re-
election on an annual basis in line with 
the recommendations of the Code. 
In addition to any powers of removal 
conferred by the Companies Act 2006, 
the Company may by special resolution 
remove any Director before the 
expiration of his period of office.

10,511,232

9,250,000

4,588,000

2,979,877

1,569,878

2,419,904

2,485,825

1,843,288

1,500,000

2,430,000

Directors’ indemnities  
and insurance

The articles of association of the 
Company permit it to indemnify the 
Directors of the Company against 
liabilities arising from or in connection 
with the execution of their duties or 
powers to the extent permitted by law. 
The Group has Directors’ and Officers’ 
indemnity insurance in place in 
respect of each of the Directors. The 
Group has entered into a qualifying 
third-party indemnity (the terms of 
which are in accordance with the 
Companies Act 2006) with each of the 
Directors. Neither the indemnity nor 
insurance provides cover in the event 
that a Director or officer is proved 
to have acted fraudulently. All such 
policies were in force during the year 
and at the date of approval.

Transactions with  
related parties

Details of the transactions entered 
into by the Group with parties who are 
related to it are set out in note 24 to 
the consolidated financial statements. 
There were no material transactions 
with related parties during the 52 
weeks ended 29 June 2019. 

21.01

18.49

9.17

5.96

3.14

4.84

4.97

3.68

3.00

4.86

10,511,232

8,500,000

4,588,000

2,979,877

2,665,584

2,419,904

2,380,825

1,913,682

1,500,000

–

21.01

16.99

9.17

5.96

5.33

4.84

4.76

3.83

3.00

–

Change of control

The provisions of the Group’s share 
incentive plans may cause options 
and awards granted to employees 
under such plans to vest on a change 
of ownership of the Group. The 
Group does not have agreements 
with any Director that would provide 
compensation for loss of office or 
employment resulting directly from a 
change of its ownership.

Amendment to the Company’s 
Articles of Association

The Company may alter its articles 
of association by special resolution 
passed at a general meeting of 
shareholders.

Political donations

The Group has not made in the past, 
nor does it intend to make in the 
future, any political donations.

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68

DIRECTORS’Report continued

Going concern

As at the end of the reporting period, 
the Group had a £25 million revolving 
credit facility (the “Facility”) committed 
to 31 December 2021. The Facility 
provides liquidity to cover normal 
monthly and seasonal cash outflows, 
a safety net for the business to ride 
out short-term downturns in trade, and 
has facilitated the Group’s expansion 
into new trading sites. At the end of 
the reporting period, drawings under 
the Facility stood at £17.5 million. 
In its interim results announced on 
1 March 2019, the Group advised 
that in view of disappointing trading 
performance it would focus both its 
management and financial resources 
on the existing estate and reduce 
debt to more comfortable levels 
and therefore with immediate effect 
would curtail new bar openings and 
suspend dividend payments. Given 
the Group’s current priorities and an 
expectation that debt will reduce over 
the next eighteen months, by which 
time the Group will need to refinance 
the Facility, the Group has agreed to 
reduce the Facility to £21.5 million 
as at the date of this report saving 
unnecessary bank commitment fees. 
Further reductions in the Facility 
have been agreed consistent with 
the expected reduction in debt levels 
over time but continuing to allow for 
both seasonality of cash flow and 
headroom against unforeseen trading 
issues. The Facility does not reduce 
below £18.0 million at any point.

The Group continues to be very cash 
generative pre expansionary capital 
expenditure, has ample headroom on 
its Facility to cover working capital 
and seasonal cash flow needs and 
can potentially cover a significant 
reduction in trading performance 
relative to current trend. The Directors 
have reviewed the Group’s trading 
forecast, which demonstrates that 
the Group has adequate financial 
resources to continue in operational 

existence for at least 12 months from 
the date of approval of the financial 
statements and to remain compliant 
with the terms of the Facility and the 
financial covenants (tested quarterly) 
attached to it. For this reason, the 
Directors continue to adopt the 
going concern basis in preparing the 
consolidated financial information.

Disabled employees

Applications for employment by 
disabled persons are always fully 
considered, bearing in mind the 
aptitudes of the applicant concerned. 
In the event of members of staff 
becoming disabled every effort is 
made to ensure that their employment 
with the Group continues and that 
appropriate training is arranged. It 
is the policy of the Group that the 
training, career development and 
promotion of disabled persons should, 
as far as possible, be identical to that 
of other employees.

Employee consultation

The Group places considerable value 
on the involvement of its employees 
and has continued to keep them 
informed on matters affecting them as 
employees and on the various factors 
affecting the performance of the Group. 
This is achieved through formal and 
informal meetings and the company 
intranet. Employee representatives are 
consulted regularly on a wide range 
of matters affecting their current and 
future interests. In addition, certain 
employees receive an annual bonus 
related to the overall profitability of  
the Group.

Annual general meeting

The Annual General Meeting (“AGM”) 
of the Company will take place on 26 
November 2019. The Notice of Annual 
General Meeting is set out in the 
explanatory circular that accompanies 
this Annual Report and Accounts.

Financial risk management, 
objectives and policies

The Group is exposed to certain 
financial risks, namely interest rate 
risk, liquidity risk and credit risk. 
Information regarding such financial 
risks is detailed in note 21 on page 
105. The Group’s risk management 
policies and procedures and principal 
risks and mitigations can be found on 
pages 20 and 21.

Independent auditors and 
disclosure of information  
to auditor

The Directors who held office at the 
date of approval of this Directors’ 
Report confirm that, so far as they are 
each aware, there is no relevant audit 
information of which the Company’s 
auditors are unaware, and each 
Director has taken all the steps that 
he ought to have taken as Director to 
make himself aware of any relevant 
audit information and to establish that 
the Company’s auditors are aware of 
that information.

PricewaterhouseCoopers LLP (“PwC”) 
have expressed their willingness 
to be reappointed as auditor of the 
Company. In accordance with section 
489 of the Companies Act 2006, a 
resolution for the reappointment of 
PwC as independent auditors of the 
Company is to be proposed at the 
forthcoming AGM.

By order of the Board

Mike Foster 
Chief Financial Officer  
and Company Secretary

1 October 2019

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DIRECTORS’ RESPONSIBILITY

Statement

• 

• 

the Group Financial Statements, 
which have been prepared in 
accordance with IFRSs as adopted 
by the European Union, give a 
true and fair view of the assets, 
liabilities, financial position and loss 
of the Group; and

the Strategic Report includes a 
fair review of the development 
and performance of the business 
and the position of the Group 
and Company, together with a 
description of the principal risks 
and uncertainties that it faces. 

By order of the Board

RobPitcher 
Chief Executive Officer

Mike Foster 
Chief Financial Officer

1 October 2019

The Directors are responsible for 
preparing the Annual Report and the 
GroupandParentCompanyfinancial
statements in accordance with 
applicable law and regulations. 

CompanylawrequirestheDirectors
topreparefinancialstatements
foreachfinancial52weekperiod.
Under that law the Directors have 
preparedtheGroupfinancial
statements in accordance with 
International Financial Reporting 
Standards (IFRSs) as adopted by 
the European Union and Company 
financialstatementsinaccordance
with International Financial Reporting 
Standards (IFRSs) as adopted by the 
European Union. Under company 
law, the Directors must not approve 
thefinancialstatementsunlessthey
aresatisfiedthattheygiveatrueand
fairviewofthestateofaffairsofthe
GroupandCompanyandoftheprofit
or loss of the Group and Company 
for that period. In preparing the 
financialstatements,theDirectors
arerequiredto:

•  select suitable accounting policies 
and then apply them consistently;

•  state whether applicable IFRSs as 
adopted by the European Union 
have been followed for the Group 
financial statements and IFRSs 
as adopted by the European 
Union have been followed for the 
Company financial statements, 
subject to any material departures 
disclosed and explained in the 
financial statements;

•  make judgements and accounting 
estimates that are reasonable and 
prudent; and

•  prepare the financial statements on 
the going concern basis unless it is 
inappropriate to presume that the 
Group and Company will continue  
in business.

The Directors are also responsible for 
safeguarding the assets of the Group 
and Company and hence for taking 
reasonable steps for the prevention 
and detection of fraud and other 
irregularities.

The Directors are responsible for 
keeping adequate accounting records 
that are sufficient to show and explain 
the Group and Company’s transactions 
and disclose with reasonable accuracy 
at any time the financial position of the 
Group and Company and enable them 
to ensure that the financial statements 
and the Directors’ Remuneration 
Report comply with the Companies 
Act 2006 and, as regards the Group 
financial statements, Article 4 of the 
IAS Regulation.

The Directors are responsible for 
the maintenance and integrity of the 
Company’s website. Legislation in 
the United Kingdom governing the 
preparation and dissemination of 
financial statements may differ from 
legislation in other jurisdictions.

Directors’ confirmations

The Directors consider that the 
Annual Report and Accounts, 
taken as a whole, is fair, balanced 
and understandable and provides 
the information necessary for 
shareholders to assess the Group and 
Company’spositionandperformance,
business model and strategy.

Each of the Directors, whose names 
and functions are listed in Corporate 
GovernanceReportconfirmthat,tothe
best of their knowledge:

• 

the Company financial statements, 
which have been prepared in 
accordance with IFRSs as adopted 
by the European Union, give a 
true and fair view of the assets, 
liabilities, financial position and 
profit of the Company;

Revolution Bars Group plc Annual Report and Accounts 2019

 
 
 
 
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Revolución de Cuba Launch Huddersfield

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72 
80 

81 

82 

83 
84 

Financial Statements
Independent Auditors’ Report
 Consolidated Statement of Profit or Loss 
and Other Comprehensive Income
 Consolidated Statement  
of Financial Position
 Consolidated Statement  
of Changes in Equity
 Consolidated Statement of Cash Flow
 Notes to the Consolidated Financial 
Information
 Company Statement of Financial Position

111 
112   Company Statement of  
Changes in Equity

113  Company Statement of Cash Flow
114   Notes to the Company Financial 

Information

117  Corporate Information

Revolution Bars Group plc Annual Report and Accounts 2019

 
 
 
 
 
72

INDEPENDENT  
AUDITORS’ REPORT
TO THE MEMBERS OF REVOLUTION BARS GROUP PLC

Report on the audit of the financial statements
Opinion

In our opinion, Revolution Bars Group plc’s Group financial statements and Company financial statements (the 
“financial statements”):

•  give a true and fair view of the state of the Group’s and of the Company’s affairs as at 29 June 2019 and of the Group’s 

loss and the Group’s and the Company’s cash flows for the 52 week period (the “period”) then ended;

•  have been properly prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by 

the European Union and, as regards the Company’s financial statements, as applied in accordance with the provisions 
of the Companies Act 2006; and

•  have been prepared in accordance with the requirements of the Companies Act 2006 and, as regards the Group 

financial statements, Article 4 of the IAS Regulation.

We have audited the financial statements, included within the Annual Report and Accounts 2019 (the “Annual Report”), 
which comprise: the Consolidated and Company statements of financial position as at 29 June 2019; the Consolidated 
statement of profit or loss and other comprehensive income, the Consolidated and Company statements of cash flow,  
and the Consolidated and Company statements of changes in equity for the 52 week period then ended; and the notes  
to the financial statements, which include a description of the significant accounting policies.

Our opinion is consistent with our reporting to the Audit Committee.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. 
Our responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial 
statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to 
provide a basis for our opinion.

Independence

We remained independent of the Group in accordance with the ethical requirements that are relevant to our audit of the 
financial statements in the UK, which includes the FRC’s Ethical Standard, as applicable to listed public interest entities, and 
we have fulfilled our other ethical responsibilities in accordance with these requirements.

To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC’s Ethical Standard were 
not provided to the Group or the Company.

Other than those disclosed in note 4 to the financial statements, we have provided no non-audit services to the Group or 
the Company in the period from 1 July 2018 to 29 June 2019.

Our audit approach

Overview

Materiality

Audit Scope

Key audit  
matters

•  Overall Group materiality: £260,000 (2018: £376,000), based on 2.5 per cent of adjusted EBITDA.

•  Overall Company materiality: £208,000 (2018: £298,350), based on 1 per cent of total assets, 

capped at 80 per cent of Group materiality.

•  Full scope audit of four trading entities within the Group, which together comprise 100 per cent of  

revenue and adjusted EBITDA.

•  Going Concern (Group and Company).

•  Recoverability of property, plant and equipment and onerous lease provisioning (Group).

•  Recognition of supplier rebates (Group).

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The Scope of Our Audit

As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the  
financial statements. 

Capability of the Audit in Detecting Irregularities, Including Fraud

Based on our understanding of the Group and industry, we identified that the principal risks of non-compliance with laws 
and regulations related to the Companies Act 2006, the Listing Rules and UK tax legislation, and we considered the extent 
to which non-compliance might have a material effect on the financial statements. We also considered those laws and 
regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006. We 
evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including 
the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries 
to increase revenue or reduce expenditure, and management bias in accounting estimates. The Group engagement 
team shared this risk assessment with the component auditors so that they could include appropriate audit procedures 
in response to such risks in their work. Audit procedures performed by the Group engagement team and/or component 
auditors included:

•  discussions with management including consideration of known or suspected instances of non-compliance with laws 

and regulation and fraud;

•  challenging assumptions and judgements made by management in their significant accounting estimates, in particular in 
relation to recoverability of property, plant and equipment and onerous lease provisioning (see related key audit matter 
below); and

• 

identifying and testing journal entries, in particular any journal entries posted with unusual account combinations.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws 
and regulations is from the events and transactions reflected in the financial statements, the less likely we would become 
aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one 
resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, 
or through collusion.

Key Audit Matters

Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit 
of the financial statements of the current period and include the most significant assessed risks of material misstatement 
(whether or not due to fraud) identified by the auditors, including those which had the greatest effect on: the overall audit 
strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters, and any 
comments we make on the results of our procedures thereon, were addressed in the context of our audit of the financial 
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. 
This is not a complete list of all risks identified by our audit. 

Revolution Bars Group plc Annual Report and Accounts 2019

 
 
 
 
74

INDEPENDENT  
AUDITORS’ REPORT CONTINUED
TO THE MEMBERS OF REVOLUTION BARS GROUP PLC

Key audit matter

Going concern

How our audit addressed the key audit matter

Refer to page 68 of the Directors’ Report and note 1 of the 
Notes to the Consolidated Financial Information.

The Group and Company financial statements have been 
prepared on the going concern basis. The Directors believe 
that the Group and Company will have the cash resources 
they require to service and settle their liabilities for the 
period extending beyond 12 months from the date of 
approval of the financial statements.

Whilst the Group has historically generated positive 
adjusted EBITDA, and is in a net asset position, the 
Group has suffered a decline in trading in recent years. 
Furthermore, the Group made a significant loss during the 
current year, and has renegotiated its banking facilities 
which has included a revision to financial covenants.

The going concern status of the Company is intrinsically 
linked to the success of the Group.

Group and Company

Our testing focused on the key judgements and assumptions as follows:

•  we evaluated and assessed the process by which the Group’s future 
cash flow forecasts were prepared, including comparing them to the 
Board approved budgets;

•  we obtained details of the terms of the Group’s financing facility and 
the covenants in place in relation to this facility, and determined that 
the Group cash flow forecasts show compliance with all covenant 
conditions for at least 12 months from the date of the approval of 
financial statements;

•  we assessed the reasonableness of the key assumptions in the going 
concern model, such as like for like sales, capital expenditure on new 
bar openings/bar refurbishments, rent and rates, payroll costs and 
controllable venue costs, which included comparing assumptions to 
historical results;

•  we considered historical forecasting accuracy, and whether the 
downside sensitivities applied were appropriately robust; and

•  we reviewed results post year end and confirmed that any variations 
from management’s initial expectations were no more adverse than 
the sensitivity analysis performed.

Recoverabilityofproperty,plantandequipmentandonerousleaseprovisioning

Refer to pages 62 and 63 of the Audit Committee Report 
and note 1 of the Notes to the Consolidated Financial 
Information.

To assess the impairment and onerous lease provision assessment 
performed by the Directors’, which were both based on the same value  
in use model, we performed the following:

•  we evaluated and assessed the process by which the Group’s future 
cash flow forecasts were prepared, including comparing them to the 
Board approved budget; 

•  we assessed the reasonableness of the Board approved budget, 

including assessing the revenue and costs included in those budgets 
based on our understanding of the Group;

•  we tested the Directors’ historical budgeting accuracy by evaluating 

whether previous budgets had been achieved. Where budgets had not 
been achieved we understood the reasons why; 

•  we tested the Directors’ key assumptions for long-term growth rates 
outside the budget period, by comparing them to forecast inflation 
rates in the UK;

•  we considered the discount rate by forming our own independent 

expectation of what we would consider to be an appropriate range; and

•  we considered whether the charge recognised in respect of onerous 

leases and impairment should be recognised as an exceptional 
item, and, given the magnitude of the charge, concurred that the 
presentation was appropriate.

The property, plant and equipment balance of £59,325k 
has been tested for impairment during the year. Testing 
has been performed at a cash generating unit level, which 
has been assessed as an individual bar.

The impairment tests performed, which are based on a 
value in use calculation, identified an impairment charge, 
of £5,215k, which has been recognised as an exceptional 
item during the year.

The Directors have also considered whether an onerous 
lease provision is required for any bars, where the 
forecast bar contribution is lower than future rental costs. 
The assessment has been made using the same value 
in use forecasts as that used for impairment testing of 
property, plant and equipment, but excluding centrally 
allocated overheads, and has resulted in an additional 
charge of £1,912k in the year, which has been classified as 
an exceptional item in the current financial year. The total 
onerous lease provision as at 29 June 2019 is £10,556k.

We focused on this area as the assessment of impairment 
of property, plant and equipment and onerous lease 
provisioning requires the use of estimates in the value 
in use calculation, including future forecast cash flows, a 
discount rate and long term growth rate. In addition the 
classification of items as exceptional also requires the use 
of judgement.

Group

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Key audit matter

How our audit addressed the key audit matter

To test supplier rebates, we performed the following:

•  we recalculated, for a sample of suppliers, the rebate income 

recognised within the consolidated statement of profit and loss and 
other comprehensive income in the year, and receivable as at 29 June 
2019, which included confirming inputs into the calculation;

•  we compared purchases recorded in the year, and the contractual 
rebate arrangements agreed with each supplier, to the Directors’ 
calculation of the rebate income;

•  we compared the receivable recognised at the prior year end to  

the amounts paid in the 52 weeks ended 29 June 2019 in respect  
of those receivables;

•  we tested whether any rebate arrangements had been incorrectly 
recognised as income in the year and receivables held at 29 June 
2019; and

•  we agreed amounts paid by suppliers post 29 June 2019 to source 
documentation to check they had been accounted for in the right 
accounting period.

Recognition of supplier rebates 

Refer to page 62 of the Audit Committee Report and note 
1 of the Notes to the Consolidated Financial Information.

The Group receives rebates from certain key suppliers. 
The terms of the rebates vary by supplier but largely relate 
to listing or marketing fees, or volume based rebates on 
purchases made throughout the financial year, with the 
value being determined by the level of spend. Amounts 
recognised as a reduction from costs in the consolidated 
statement of profit or loss and other comprehensive 
income, and amounts recognised as a receivable in the 
consolidated statement of financial position, are material 
to the financial statements.

We focused on this area because the amount of supplier 
rebates income in respect of the year is determined 
by the terms for each supplier, which are negotiated 
separately and, as a result, differ from one another. This 
means that the calculation of the rebates recognised in 
the consolidated statement of profit or loss and other 
comprehensive income, and as a receivable at the year-
end, is inherently more prone to error. We also focused on 
the existence and accuracy of the supplier rebate income 
and the valuation of year-end receivable due to the risk of 
potential under or overstatement given the manual nature 
of the process.

Group

How We Tailored the Audit Scope

We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial 
statements as a whole, taking into account the structure of the Group and the Company, the accounting processes and 
controls, and the industry in which they operate.

Revolution Bars Group plc Annual Report and Accounts 2019

 
 
 
 
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INDEPENDENT  
AUDITORS’ REPORT CONTINUED
TO THE MEMBERS OF REVOLUTION BARS GROUP PLC

Materiality

The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. 
These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and 
extent of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect  
of misstatements, both individually and in aggregate on the financial statements as a whole. 

Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:

Groupfinancialstatements

Companyfinancialstatements

Overall materiality

£260,000 (2018: £376,000).

£208,000 (2018: £298,350).

How we determined it

2.5 per cent of adjusted EBITDA.

Rationale for  
benchmark applied

Adjusted EBITDA is the key measure used both internally 
by the Board and, we believe, through reading Directors’ 
presentations to analysts, externally by shareholders in 
evaluating the performance of the Group. This measure 
excludes finance expense, tax, depreciation, exceptional 
items, (credits)/ charges from long term incentive plans and  
bar opening costs.

1 per cent of total assets, capped at 80 per  
cent of Group materiality.

Total assets is considered to be appropriate as it 
is not a profit oriented Company. The Company 
holds investments in subsidiaries and therefore 
total assets is deemed a generally accepted 
auditing benchmark. Overall materiality has 
been capped to 80 per cent of Group materiality.

For each component in the scope of our Group audit, we allocated a materiality that is less than our overall Group 
materiality. The range of materiality allocated across components was between £208,000 and £234,000.

We agreed with the Audit Committee that we would report to them misstatements identified during our audit above £13,000 
(Group audit) (2018: £18,800) and £10,000 (Company audit) (2018: £15,000) as well as misstatements below those amounts 
that, in our view, warranted reporting for qualitative reasons.

Going Concern

In accordance with ISAs (UK) we report as follows:

Reporting obligation

Outcome

We are required to report if we have anything material to add or draw 
attention to in respect of the Directors’ statement in the financial 
statements about whether the Directors considered it appropriate 
to adopt the going concern basis of accounting in preparing the 
financial statements and the Directors’ identification of any material 
uncertainties to the Group’s and the Company’s ability to continue as 
a going concern over a period of at least 12 months from the date of 
approval of the financial statements.

We have nothing material to add or to draw attention to.

However, because not all future events or conditions can be 
predicted, this statement is not a guarantee as to the Group’s and 
Company’s ability to continue as a going concern. For example, 
the terms on which the United Kingdom may withdraw from the 
European Union are not clear, and it is difficult to evaluate all 
of the potential implications on the Group’s trade, customers, 
suppliers and the wider economy. 

We are required to report if the Directors’ statement relating to 
Going Concern in accordance with Listing Rule 9.8.6R(3) is materially 
inconsistent with our knowledge obtained in the audit.

We have nothing to report.

Revolution Bars Group plc Annual Report and Accounts 2019

77

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Reporting on other information 

The other information comprises all of the information in the Annual Report other than the financial statements and our 
auditors’ report thereon. The Directors are responsible for the other information. Our opinion on the financial statements 
does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise 
explicitly stated in this report, any form of assurance thereon. 

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, 
consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained 
in the audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material 
misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the financial 
statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that 
there is a material misstatement of this other information, we are required to report that fact. We have nothing to report 
based on these responsibilities.

With respect to the Strategic Report and Directors’ Report, we also considered whether the disclosures required by the UK 
Companies Act 2006 have been included. 

Based on the responsibilities described above and our work undertaken in the course of the audit, the Companies Act 
2006 (CA06), ISAs (UK) and the Listing Rules of the Financial Conduct Authority (FCA) require us also to report certain 
opinions and matters as described below (required by ISAs (UK) unless otherwise stated).

Strategic Report and Directors’ Report

In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic Report and 
Directors’ Report for the period ended 29 June 2019 is consistent with the financial statements and has been prepared in 
accordance with applicable legal requirements. (CA06)

In light of the knowledge and understanding of the Group and Company and their environment obtained in the course of 
the audit, we did not identify any material misstatements in the Strategic Report and Directors’ Report. (CA06)

The Directors’ Assessment of the Prospects of the Group and of the Principal Risks That Would Threaten the 
Solvency or Liquidity of the Group

We have nothing material to add or draw attention to regarding:

•  The Directors’ confirmation on page 39 of the Annual Report that they have carried out a robust assessment of the 

principal risks facing the Group, including those that would threaten its business model, future performance, solvency 
or liquidity.

•  The disclosures in the Annual Report that describe those risks and explain how they are being managed or mitigated.

•  The Directors’ explanation on page 39 of the Annual Report as to how they have assessed the prospects of the 

Group, over what period they have done so and why they consider that period to be appropriate, and their statement 
as to whether they have a reasonable expectation that the Group will be able to continue in operation and meet its 
liabilities as they fall due over the period of their assessment, including any related disclosures drawing attention to 
any necessary qualifications or assumptions.

We have nothing to report having performed a review of the Directors’ statement that they have carried out a robust 
assessment of the principal risks facing the Group and statement in relation to the longer-term viability of the Group. Our 
review was substantially less in scope than an audit and only consisted of making inquiries and considering the Directors’ 
process supporting their statements; checking that the statements are in alignment with the relevant provisions of the UK 
Corporate Governance Code (the “Code”); and considering whether the statements are consistent with the knowledge 
and understanding of the Group and Company and their environment obtained in the course of the audit. (Listing Rules)

Revolution Bars Group plc Annual Report and Accounts 2019

 
 
 
 
78

INDEPENDENT  
AUDITORS’ REPORT CONTINUED
TO THE MEMBERS OF REVOLUTION BARS GROUP PLC

Other Code Provisions

We have nothing to report in respect of our responsibility to report when: 

•  The statement given by the Directors, on page 69, that they consider the Annual Report taken as a whole to be fair, 
balanced and understandable, and provides the information necessary for the members to assess the Group’s and 
Company’s position and performance, business model and strategy is materially inconsistent with our knowledge of 
the Group and Company obtained in the course of performing our audit.

•  The section of the Annual Report on pages 60 describing the work of the Audit Committee does not appropriately 

address matters communicated by us to the Audit Committee.

•  The Directors’ statement relating to the Company’s compliance with the Code does not properly disclose a departure 

from a relevant provision of the Code specified, under the Listing Rules, for review by the auditors.

Directors’ Remuneration

In our opinion, the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance 
with the Companies Act 2006. (CA06)

Responsibilities for the financial statements and the audit

Responsibilities of the Directors for the Financial Statements

As explained more fully in the Statement of Directors’ responsibilities in respect of the Annual Report and the financial 
statements, the Directors are responsible for the preparation of the financial statements in accordance with the applicable 
framework and for being satisfied that they give a true and fair view. The Directors are also responsible for such internal 
control as they determine is necessary to enable the preparation of financial statements that are free from material 
misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Group’s and the Company’s ability to 
continue as a going concern, disclosing as applicable, matters related to going concern and using the going concern basis 
of accounting unless the Directors either intend to liquidate the Group or the Company or to cease operations, or have no 
realistic alternative but to do so.

Auditors’ Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from 
material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable 
assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will 
always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered 
material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users 
taken on the basis of these financial statements. 

A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.
frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.

Use of This Report

This report, including the opinions, has been prepared for and only for the Company’s members as a body in accordance 
with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept 
or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it 
may come save where expressly agreed by our prior consent in writing.

Revolution Bars Group plc Annual Report and Accounts 2019

79

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Other required reporting
Companies Act 2006 exception reporting

Under the Companies Act 2006 we are required to report to you if, in our opinion:

•  we have not received all the information and explanations we require for our audit; or

•  adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been 

received from branches not visited by us; or

•  certain disclosures of Directors’ remuneration specified by law are not made; or

• 

the Company financial statements and the part of the Directors’ Remuneration Report to be audited are not in  
agreement with the accounting records and returns. 

We have no exceptions to report arising from this responsibility. 

Appointment

Following the recommendation of the Audit Committee, we were appointed by the Directors on 22 January 2018 to 
audit the financial statements for the year ended 30 June 2018 and subsequent financial periods. The period of total 
uninterrupted engagement is two years, covering the years ended 30 June 2018 to 29 June 2019.

Randal Casson (Senior Statutory Auditor) 
for and on behalf of PricewaterhouseCoopers LLP 
Chartered Accountants and Statutory Auditors

Manchester

1 October 2019

Revolution Bars Group plc Annual Report and Accounts 2019

 
 
 
 
80

CONSOLIDATED STATEMENT OF PROFIT OR  
LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE 52 WEEKS ENDED 29 JUNE 2019

Note

2

3

3

3 

4

7

8

9

3

52 weeks ended 
29 June 2019 
£’000

52 weeks ended 
30 June 2018 
£’000

151,404

(36,643)

114,761

(112,350)

(7,127)

(119,477)

(4,716)

(858)

(5,574)

352

(5,222)

(10.4)

–

141,939

(33,751)

108,188

(100,120)

(11,087)

(111,207)

(3,019)

(555)

(3,574)

730

(2,844)

(5.7)

4.95

151,404

141,939

(4,716)

7,127

(64)

1,484

3,831

(858)

2,973

7,230

–

858

11,061

(3,019)

11,087

(1,566)

2,029

8,531

(555)

7,976

6,477

–

555

15,008

Revenue

Cost of sales

Grossprofit

Operating expenses:

– operating expenses, excluding exceptional items

– exceptional items

Total operating expenses

Operating loss

Finance expense

Loss before taxation

Income tax

Loss and total comprehensive income/(expense) for the period

Loss per share:

– basic and diluted (pence)

Dividend declared per share (pence)

Non-GAAPmeasure

Revenue

Operating loss

Exceptional items

Credit arising from long-term incentive plans

Bar opening costs

Adjustedoperatingprofit

Finance expense

Adjustedprofitbeforetax

Depreciation

Amortisation

Finance expense

Adjusted EBITDA

Revolution Bars Group plc Annual Report and Accounts 2019

 
 
 
 
 
 
CONSOLIDATED STATEMENT 
OF FINANCIAL POSITION
AT 29 JUNE 2019

Assets

Non-current assets

Property, plant and equipment

Intangible assets

Current assets

Inventories

Trade and other receivables

Tax receivable

Cash and cash equivalents

Total assets

Liabilities

Current liabilities

Trade and other payables

Provisions

Tax payable

Net current liabilities

Non-current liabilities

Interest-bearing loans and borrowings

Deferred tax liability

Provisions 

Rent free creditor

Total liabilities

Net assets

Equityattributabletoequityholdersoftheparent

Share capital

Merger reserve

Retained earnings

Totalequity

81

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Note

29 June 2019 
£’000

30 June 2018 
£’000

10

11

12

13

14

15

16

17

18

16

19

59,325

9

59,334

4,086

12,276

51

2,627

19,040

78,374

(24,901)

(1,269)

(26,170)

(7,130)

(17,500)

(413)

(9,687)

(3,184)

(30,784)

(56,954)

21,420

50

11,645

9,725

21,420

60,195

–

60,195

3,892

11,474

265

4,025

19,656

79,851

(22,891)

(1,065)

–

(23,956)

(4,300)

(15,500)

(690)

(8,912)

(2,433)

(27,535)

(51,491)

28,360

50

11,645

16,665

28,360

These financial statements were approved by the Board of Directors on 1 October 2019 and signed on its behalf by

Mike Foster 
Director

Registered number: 08838504

Revolution Bars Group plc Annual Report and Accounts 2019

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
82

CONSOLIDATED STATEMENT  
OF CHANGES IN EQUITY
FOR THE 52 WEEKS ENDED 29 JUNE 2019

At 2 July 2017 

Loss and total comprehensive expense for the period

Charges arising from long-term incentive plans

Dividends paid

At 30 June 2018 

Loss and total comprehensive expense for the period

Charges arising from long-term incentive plans

Dividends paid

At 29 June 2019

Reserves

Share capital 
£’000

Merger reserve 
£’000

Retained earnings 
£’000

50

–

–

–

50

–

–

–

50

11,645

23,550

–

–

–

11,645

–

–

–

11,645

(2,844)

(1,566)

(2,475)

16,665

(5,222)

(68)

(1,650)

9,725

Totalequity 

£’000

35,245

(2,844)

(1,566)

(2,475)

28,360

(5,222)

(68)

(1,650)

21,420

Revolution Bars Group plc Annual Report and Accounts 2019

CONSOLIDATED STATEMENT  
OF CASH FLOW
FOR THE 52 WEEKS ENDED 29 JUNE 2019

Cashflowfromoperatingactivities

Loss before tax from operations

Adjustments for:

Net finance expense

Depreciation of property, plant and equipment

Impairment of property, plant and equipment

Amortisation of intangibles

Tax credit/(charge)

Credits arising from long-term incentive plans

20

Operatingcashflowsbeforemovementinworkingcapital

Increase in inventories

Increase in trade and other receivables

Increase in trade and other payables

Increase in provisions

Tax received/(paid)

Netcashflowgeneratedfromoperatingactivities

Cashflowfrominvestingactivities

Purchase of intangible assets

Purchase of property, plant and equipment

Netcashflowusedininvestingactivities

Cashflowfromfinancingactivities

Equity dividends paid

Interest paid

Drawdown of borrowings

Netcashflowgeneratedfromfinancingactivities

Net (decrease)/increase in cash and cash equivalents

Opening cash and cash equivalents

Closingcashandcashequivalents

11

10

23 

14

52 weeks ended 
29 June 2019 
£’000

52 weeks ended 
30 June 2018 
£’000

Note

(5,574)

(3,574)

858

7,230

5,215

–

352

(68)

8,013

(193)

(802)

2,375

979

10,372

214

10,586

(9)

(11,575)

(11,584)

(1,650)

(750)

2,000

(400)

(1,398)

4,025

2,627

555

6,477

860

–

(48)

(1,566)

2,704

(572)

(920)

3,323

6,234

10,769

(565)

10,204

–

(14,276)

(14,276)

(2,475)

(478)

8,000

5,047

975

3,050

4,025

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Revolution Bars Group plc Annual Report and Accounts 2019

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
84

NOTES TO THE CONSOLIDATED  
FINANCIAL INFORMATION

1. General information

Corporate Information

The consolidated financial statements of Revolution Bars Group plc for the 52 weeks ended 29 June 2019 were authorised 
for issue by the Board of Directors on 1 October 2019. Revolution Bars Group plc is a public limited company incorporated and 
domiciled in the UK under the Companies Act 2006. The Company is limited by shares on the London Stock Exchange.

The registered number of the Group is 08838504 and its registered office is 21 Old Street, Ashton-under-Lyne, Tameside, 
England, OL6 6LA.

Statement of Compliance

The Group’s financial statements have been prepared in accordance with International Financial Reporting Standards 
(“IFRS”) as adopted by the EU, as they apply to the financial statements of the Group for the 52 weeks ended 29 June 2019 
(prior period 52 weeks ended 30 June 2018), and in accordance with the provisions of the Companies Act 2006.

Basis of Preparation

The accounting period runs to the Saturday which falls nearest to 30 June each year and therefore normally comprises a 
52-week period but with a 53-week period arising approximately at five-year intervals. The period ended 29 June 2019 was 
a 52-week period; the period ended 30 June 2018 was also a 52-week period. The consolidated financial statements have 
been prepared under the historical cost convention in accordance with those parts of the Companies Act 2006 applicable 
to companies reporting under IFRS. References to 2019 relate to the 52-week period ended 29 June 2019 and references 
to 2018 relate to the 52-week period ended 30 June 2018 unless otherwise stated. The consolidated financial statements 
are presented in Pounds Sterling with values rounded to the nearest thousand, except where otherwise indicated. These 
policies have been applied consistently unless otherwise stated.

Basis of Consolidation

The consolidated financial statements incorporate the financial statements of Revolution Bars Group plc and its 
subsidiaries. The financial statements of subsidiaries are prepared for the same reporting period as the Parent Company 
with adjustments made to their financial statements to bring their accounting policies in line with those used by the Group.

The financial results of subsidiaries are included in the consolidated financial information from the date that control 
commences until the date that control ceases. The consolidated financial information presents the results of the companies 
within the same group. Intra-group balances and transactions, and any unrealised income and expenses arising from intra-
group transactions, are eliminated in preparing the consolidated financial information. Unrealised losses are eliminated in 
the same way as unrealised gains, but only to the extent that there is no evidence of impairment.

Judgements made by the Directors in the application of these accounting policies that have a significant effect on the 
financial statements and estimates with a significant risk of material adjustment in the next period are discussed below.

Going Concern

As at the end of the reporting period, the Group had a £25 million revolving credit facility (the “Facility”) committed to 
31 December 2021. The Facility provides liquidity to cover normal monthly and seasonal cash outflows, a safety net for 
the business to ride out short-term downturns in trade, and has facilitated the Group’s expansion into new trading sites. 
At the end of the reporting period, drawings under the Facility stood at £17.5 million. In its interim results announced on 
1 March 2019, the Group advised that in view of disappointing trading performance it would focus both its management  
and financial resources on the existing estate and reduce debt to more comfortable levels and therefore with immediate 
effect would curtail new bar openings and suspend dividend payments. Given the Group’s current priorities and an 
expectation that debt will reduce over the next 18 months, by which time the Group will need to refinance the existing 
Facility, the Group has agreed to reduce the Facility to £21.5 million as at the date of this report saving unnecessary  
bank commitment fees. Further reductions in the Facility have been agreed consistent with the expected reduction in  
debt levels over time but continuing to allow for both seasonality of cash flow and headroom against unforeseen trading 
issues. The Facility does not reduce below £18.0 million at any point.

Revolution Bars Group plc Annual Report and Accounts 2019

FOR THE 52 WEEKS ENDED 29 JUNE 201985

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The Group continues to be very cash generative pre expansionary capital expenditure, has ample headroom on its 
Facility to cover working capital and seasonal cash flow needs and can potentially cover a significant reduction in trading 
performance relative to current sales trend. The Directors have reviewed the Group’s trading forecast, which demonstrate 
that the Group has adequate financial resources to continue in operational existence for at least 12 months from the date 
of approval of the financial statements and to remain compliant with the terms of the Facility and the financial covenants 
(tested quarterly) attached to it. For this reason, the Directors continue to adopt the going concern basis in preparing the 
consolidated financial information.

(a) Accounting Policies

Revenue Recognition
Revenue is the fair value of goods and services sold to third parties as part of the Group’s trading activities, net of discounts. 
Revenue primarily arises from the sale of food and beverage in the Group’s trading outlets. This revenue is recognised at the 
point of sale to the customer.

Revenue from the sale of discount cards is recognised consistent with customers’ usage of the cards.

Expenses
Cost of Sales
Cost of sales principally comprises the purchase cost of drinks and food sold.

Operating Lease Payments
Payments made under operating leases are recognised in the consolidated statement of profit or loss and other 
comprehensive income on a straight line basis over the term of the lease. Lease incentives received are recognised in 
the consolidated statement of profit or loss and other comprehensive income over the full lease term.

Supplier Rebates
Supplier rebates are recognised as a deduction from cost of sales on an accruals basis using the contractual terms and 
volumes supplied up to the statement of financial position date for each relevant supplier contract. Where rebates are 
conditional on long-term minimum volumes, management judgement is applied as to the achievement of those volumes. 
Accrued rebates receivable as at the date of the statement of financial position are included within trade and other 
receivables. Where listing fees received are conditional on a contractual term, the amounts are recognised over that term.

Financing Income and Expenses
•  Financing expenses comprise interest payable on borrowings and other finance charges.

• 

Interest income and interest payable are recognised in the consolidated statement of profit and loss and other 
comprehensive income on an accruals basis, using the effective interest method.

Taxation
Tax on the profit or loss for the period comprises current and deferred tax. Tax is recognised in the consolidated statement 
of profit or loss and other comprehensive income except to the extent that it relates to items recognised directly in equity, 
in which case the tax is also recognised directly in equity.

Current tax is the expected tax payable or credit receivable on the taxable income or loss for the period, using tax rates 
enacted or substantively enacted at the statement of financial position date, and any adjustment to tax payable in respect  
of previous periods.

Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial 
reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided 
for: the initial recognition of goodwill; the initial recognition of assets or liabilities that affect neither accounting nor taxable 
profit other than in a business combination; and differences relating to investments in subsidiaries to the extent they will 
probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of 
realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted  
at the statement of financial position date.

A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against 
which the temporary difference can be utilised.

Revolution Bars Group plc Annual Report and Accounts 2019

 
 
 
 
86

1. General information continued

(a) Accounting Policies continued
Operating Segments
An operating segment is a component of the Group that engages in business activities from which it may earn revenues and 
incur expenses, including revenues and expenses that relate to transactions with any of the Group’s other components.

Segment information is based on internal reports regularly reviewed by the Group’s Chief Operating Decision Maker (“CODM”) 
in order to assess each segment’s performance and to allocate resources to them. The CODM is the Board (see note 2).

Share-based Payments
The Group issues equity-settled share-based payments to certain employees. Equity-settled share-based payments are 
measured at fair value at the date of grant. The fair value determined at the grant date of the equity-settled share-based 
payments is expensed on a straight line basis over the vesting period, based on the Group’s estimate of shares that will 
eventually vest. This is recognised as an employee expense or credit with a corresponding increase or decrease in equity. 
Fair value is measured by the Monte Carlo model for options subject to market-based performance conditions and by use of 
a Black-Scholes model for all others. 

Exceptional Items
Items that are unusual or infrequent in nature and material in size are disclosed separately in the consolidated statement 
of profit or loss and other comprehensive income. 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, closure costs including provisions for 
onerous leases, contract termination costs and costs associated with one-off projects that are non-recurring. Charges 
related to share-based payment arrangements are not treated as exceptional items, but are excluded from adjusted EBITDA 
calculations due to significant swings seen each year which can arise from changes in both sernior employees and the 
probability of share options vesting.

Bar Opening Costs
Bar opening costs refer to revenue costs incurred in preparing new bars for opening and include all costs incurred before 
opening and preparing for launch, even if the bars do not open in the period. These costs are excluded from the calculation 
of adjusted EBITDA. 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 due to the irregular nature of 
the expenditure.

Non-derivative Financial Instruments
Non-derivative financial instruments comprise investments in equity securities, trade and other receivables, cash and cash 
equivalents, loans and borrowings and trade and other payables.

Trade and Other Receivables
Trade and other receivables are recognised initially at fair value. Subsequent to initial recognition they are measured at 
amortised cost using the effective interest method, less any impairment losses. Receivables also include credit and debit 
card sales which have not yet cleared the bank at the reporting date.

Trade and Other Payables
Trade and other payables are recognised initially at fair value. Subsequent to initial recognition they are measured at 
amortised cost using the effective interest method. 

Cash and Cash Equivalents
Cash and cash equivalents comprise cash balances and on-call deposits. Bank overdrafts that are repayable on demand 
and form an integral part of the Group’s cash management are included as a component of cash and cash equivalents for 
the purpose of the cash flow statement only.

Revolution Bars Group plc Annual Report and Accounts 2019

NOTES TO THE CONSOLIDATED FINANCIAL  INFORMATION CONTINUEDFOR THE 52 WEEKS ENDED 29 JUNE 201987

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Interest-bearing Borrowings
Interest-bearing borrowings are recognised initially at fair value less attributable transaction costs. Subsequent to initial 
recognition, interest-bearing borrowings are stated at amortised cost using the effective interest method.

Share Capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are 
recognised as a deduction from equity, net of any tax effects.

Merger Reserve
The merger reserve arose due to the return of share capital related to the sale of a subsidiary business on 22 February 2014. 

Property, Plant and Equipment
Property, plant and equipment are stated at historical purchase cost less accumulated depreciation and any accumulated 
impairment losses. Cost includes the original purchase price of the asset and the costs attributable to bringing the asset to  
its working condition for its intended use.

Depreciation is charged so as to write off the costs of assets over their estimated useful lives, on the following bases:

Short leasehold premises and improvements – Lower of 25 years or the unexpired term of the leasehold agreement on a 
straight line basis for new bars and lower of ten years or the unexpired term of the leasehold agreement on a straight line 
basis for refurbishments to existing bars

IT equipment and office furniture  

– three years to four years on a straight line basis

Fixtures and fittings in licensed premises  

– five years on a straight line basis

Freehold land is not depreciated.

Depreciation policies and useful economic lives are reviewed at each statement of financial position date.

Short leasehold costs include directly attributable employment costs and related personal expenses of individuals 
employed to manage or implement the Company’s capital development programme.

Impairment of Tangible Fixed Assets
At each statement of financial position date, the Group reviews the carrying amounts of its tangible assets to determine 
whether there is any indication that those assets have suffered an impairment loss. Where the asset does not generate cash 
flows its value is allocated to other cash generating units (“CGUs”) to which it is related as part of the impairment testing of 
those CGUs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, estimated future 
cash flows are discounted to their present value using a discount rate that reflects current market assessments of the time 
value of money and the risks specific to the asset for which the estimate of future cash flows have not been adjusted. If 
the recoverable amount of an asset (or cash generating unit) is estimated to be less than its carrying amount, the carrying 
amount of the asset is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately.

Intangible Assets
Intangible assets comprise capitalised trademark licences and are recognised at cost. They have a finite useful life and are 
carried at cost less accumulated amortisation. Amortisation is calculated using the straight-line method to allocate the cost 
of the intangible assets over their estimated useful lives of ten years.

Inventories
Inventories are stated at the lower of cost and net realisable value, with due allowance being made for obsolete or slow-
moving items. Cost is based on the first-in first-out principle and includes expenditure incurred in acquiring the inventories 
and other costs in bringing them to their existing location and condition. Cost is stated net of supplier volume rebates.

Net realisable value is the estimated selling price less further costs expected to be incurred prior to disposal.

Revolution Bars Group plc Annual Report and Accounts 2019

 
 
 
 
 
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1. General information continued

(a) Accounting Policies continued
Employee benefits
Defined Contribution Plans
A defined contribution plan is a post-employment benefit plan under which the Company pays fixed contributions to  
a separate entity and has no legal or constructive obligation to pay further amounts. Obligations for contributions to  
defined contribution pension plans are recognised as an expense in the consolidated statement of profit or loss and 
other comprehensive income in the periods during which services are rendered by employees.

Short-term Benefits
Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service 
is provided. A liability is recognised for amounts expected to be paid under short-term cash bonus or profit-sharing plans 
if the Group has a present legal or constructive obligation to pay such amounts as a result of past service provided by the 
employee and the obligation can be estimated reliably.

Provisions
A provision is recognised in the statement of financial position when the Group has a present legal or constructive 
obligation as a result of a past event which can be reliably measured and it is probable that an outflow of economic benefits 
will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-
tax rate that reflects risks specific to the liability.

When valuations of leasehold properties (based on future estimated income streams) give rise to a deficit as a result 
of onerous lease conditions they are recognised as provisions. These provisions are measured at the present value 
of the expenditure expected to be required to settle the obligation using a pre-tax rate that reflects current market 
assessments of the time value of money and the risks specific to the obligation. The key assumptions used in the 
discounted cash flow calculations are the discount and inflation rates and the market rents, vacant periods and future 
trading income of the properties.

The Group provides for the unavoidable costs prior to lease termination; dilapidation costs are provided for against all 
leasehold properties across the entire estate.

(b) Critical Judgements and Key Sources of Estimation and Uncertainty

The preparation of consolidated financial information in conformity with IFRS requires management to make judgements, 
estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, 
income and expenses. Actual results in due course may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis, and are based on historical experience and other 
factors including expectations of future events that are believed to be reasonable under the circumstances. Revisions to 
accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected. 

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

Revolution Bars Group plc Annual Report and Accounts 2019

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The Directors Consider the Principal Judgements Made in the Financial Statements to be:
Exceptional Items and Bar Opening Costs: Adjusted Profitability Measures
Management uses a range of measures to monitor and assess the Group’s financial performance. These measures include 
a combination of statutory measures calculated in accordance with IFRS and alternative performance measures (“APMs”). 
These APMs include the following adjusted measures of profitability:

•  adjusted operating profit before exceptional items, bar opening costs and share-based payments;

•  adjusted profit before tax before exceptional items, bar opening costs and share-based payments;

•  adjusted earnings before interest, tax, depreciation and amortisation before exceptional items, bar opening costs and 

share-based payments (“adjusted EBITDA”); and 

•  adjusted basic earnings per share (before exceptional items, bar opening costs and share-based payments).

The Directors believe that these measures provide management and investors with useful additional information about the 
Group’s performance. The above measures represent the equivalent IFRS measures but are adjusted to exclude items that 
the Directors consider would prevent comparison of the Group’s performance both from one reporting period to another 
and with other similar businesses.

These items are not defined under IFRS and as such there is judgement applied in the classification of items as 
exceptional. Exceptional items are classified as those which are separately identifiable by virtue of their size, nature or 
expected frequency and therefore warrant separate presentation. Bar opening costs are other items that the Directors 
consider should be presented separately to allow a better understanding of the underlying performance of the business. 
Presentation of these measures is not intended to be a substitute for or to promote them above statutory measures.

The Group’s consolidated statement of profit or loss and other comprehensive income provides a reconciliation of the 
adjusted profitability measures, excluding exceptional and other non-underlying items to the equivalent unadjusted IFRS 
measures. 

Bar opening costs comprise non-recurring bar opening costs, which are costs incurred between a bar being acquired and 
commencement of trading. It predominantly includes property overheads and staff recruitment, payroll and training costs.

Exceptional items and bar opening costs are further detailed in note 3 to the financial statements.

Items considered to be exceptional or bar opening costs that are separately identified in order to aid comparability may 
include the following:

•  costs incurred in association with business combinations, such legal and professional fees and stamp duty;

•  costs incurred in respect of contract termination of Directors’ contracts;

• 

impairment charges in respect of tangible assets as a result of underperformances; and

•  costs associated with onerous leases. The Group may incur costs and recognise liabilities in respect of leasehold 

properties where the terms of the lease make them onerous.

Charges relating to share-based payments arising from the Group’s long-term incentive schemes, while not considered 
exceptional, are also separately identified due to the scope for significant swings in the charge/credit, which can arise due 
to changes in senior management and the probability of share options vesting, amongst other factors.

Capitalisation of Employment Costs
The Company capitalises employment costs and related personal expenses of individuals whose job roles are fundamentally 
associated with managing or implementing the Company’s capital development programme. Judgement is therefore applied in 
determining the element of internal employment costs which are directly attributable to capital projects. Where such an individual 
undertakes non-capital expenditure related activities as part of their job role then that proportion of their cost is not capitalised 
unless the non-capital expenditure related activities are incidental to their role.

Revolution Bars Group plc Annual Report and Accounts 2019

 
 
 
 
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1. General information continued

(b) Critical Judgements and Key Sources of Estimation and Uncertainty continued
The Directors consider the principal estimates made in the Financial Statements to be:
Provision for Onerous Leases (note 16)
Provisions for onerous leases require estimation and judgements to be made of the amounts expected to be payable over 
the remaining lease term for bars that have either been closed or where there is an indication that the cash flows generated 
by continuing operation will be negative, and include an assessment of any sublet income. The future cash flows are 
discounted at a rate which reflects the risk profile of the cash flows. Sensitivity of the amount of the provision around these 
key assumptions is included in note 16.

Recoverable Amount of Property, Plant and Equipment (note 10)
Assets that are subject to depreciation are tested for impairment whenever events or changes in circumstance indicate that 
the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying 
amount exceeds its estimated recoverable amount.

The recoverable amount is the higher of an asset’s fair value less costs to sell and its value in use. In assessing value in 
use, the expected future cash flows are discounted to their present value using a pre-tax discount rate that reflects current 
market assessments of the rate of return expected on an investment of equivalent risk. For an asset that does not generate 
largely independent income streams, the recoverable amount is determined in conjunction with the cash generating units 
(“CGU”) to which the asset relates.

Determining value in use requires a series of estimates to be made including the appropriate discount rate to calculate the 
present value, an estimate of the cash flows expected to arise from the CGU (including an assessment of revenue and cost 
base growth) and the long-term growth rate. For further details of the sensitivity of the calculation of impairment provisions 
to these key assumptions, see note 10.

The key assumptions in the value in use calculation are the applicable discount rate of 11.7 per cent and long-term revenue 
and cost base growth rates of two per cent.

(c) New and Amended Standards Adopted by the Group

The Group has applied the following standards and amendments for the first time for the annual reporting period 
commencing 1 July 2018:

• 

• 

IFRS 9 Financial Instruments;

IFRS 15 Revenue from Contracts with Customers;

•  Amendments to IFRS 2 – Classification and Measurement of Share-based Payment Transactions; and

•  Annual Improvements 2014-16 cycle.

The adoption of these standards did not have a material impact on the Group Consolidated Financial Statements. note 21 
further details the impact of the adoption of IFRS 9 Financial Instruments and note 25 details IFRS 15 Revenue from Contracts 
with Customers.

Revolution Bars Group plc Annual Report and Accounts 2019

NOTES TO THE CONSOLIDATED FINANCIAL  INFORMATION CONTINUEDFOR THE 52 WEEKS ENDED 29 JUNE 201991

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(d) New Standards and Interpretations Not Yet Adopted

Certain new accounting standards and interpretations have been published that are not mandatory for the reporting period 
ended 29 June 2019 and have not been early adopted by the Group. The Group’s assessment of the impact of these new 
standards and interpretations is set out below.

IFRS 16 Leases
IFRS 16 Leases was issued in January 2016. The Group will apply the standard from its mandatory adoption date of 30 June 
2019. The Group intends to apply the simplified transition approach and will not restate comparative amounts for the year 
prior to first adoption. The standard will result in almost all leases being recognised on the balance sheet as the distinction 
between operating and finance leases is removed. Under the new standard, an asset (the right to use the leased item) and a 
financial liability to pay rentals are recognised. The only exceptions are short-term and low-value leases. The accounting for 
lessors will not significantly change.

The Group currently leases both properties and vehicles under a series of operating lease contracts which will be impacted 
by the new standard. These types of leases can no longer be recognised as operating leases and will need to be brought 
onto the Group’s Balance Sheet from the date of adoption of the new standard. The Group has elected to apply the 
following practical expedients:

• 

• 

in determining whether existing contracts meet the definition of a lease, contracts previously identified as leases will be 
treated as applicable to the standard and those contracts not previously identified as leases will be excluded; and 

leases for which the asset is of low value, for example IT equipment and licences, will not be treated as within the scope 
of the standard

As at the reporting date, the Group has non-cancellable operating lease commitments of £181.8 million, see note 22. 
None of this relates to short-term or low value leases. For the lease commitments the Group expects to recognise right-
of-use assets of approximately £85.5 million on 30 June 2019, and lease liabilities of £122.7 million (after adjustments for 
prepayments and accrued lease payments recognised as at 29 June 2019). Overall the net assets will be approximately 
£23.5 million lower, and net current assets will be approximately £7.3 million lower due to the presentation of a portion of 
the liability as a current liability.

The Group expects that for the reporting period ending 27 June 2020, adjusted profit before tax will be approximately 
£1.0 million higher and that net profit after tax will increase by approximately £1.0 million as a result of adopting the new 
rules. Adjusted EBITDA, the Directors preferred performance measure of the underlying business, is expected to increase 
by approximately £11.7 million as the operating lease payments were previously included in EBITDA, but the amortisation 
of the right-of-use assets and interest on the lease liability are excluded from this measure.

Operating cash flows will increase and financing cash flows decrease by approximately £11.7 million (netting off to £nil) as 
repayment of the principal portion of the lease liabilities will be classified as cash flows from financing activities. Therefore, 
there is no change in the Group’s cash flows as a result of adopting IFRS 16.

Bank covenants will continue to be measured under the previous accounting rules until such time as a new Facility or 
revised covenants are formally agreed with the bank to take account of the impact of IFRS 16.

The Group’s activities as a lessor are not material and hence the Group does not expect any significant impact on the 
financial statements.

There are no other standards that are not yet effective and that would be expected to have a material impact on the Group 
in the current or future reporting periods and on foreseeable future transactions.

Revolution Bars Group plc Annual Report and Accounts 2019

 
 
 
 
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2. Segmental information

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 adjusted EBITDA, as these are 
the principal drivers of the Group’s business and its 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 of its activities in the United Kingdom. All of 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 income.

Revenue

Cost of sales

Grossprofit

Operating expenses:

– operating expenses excluding exceptional items

– exceptional items

Total operating expenses

Operating loss

Depreciation for the ongoing business is disclosed in note 4.

3. Operating expenses

Administrative expenses

Sales and distribution

Total operating expenses

Exceptional Items 

52 weeks ended 
29 June 2019 
£’000

52 weeks ended 
30 June 2018 
£’000

151,404

(36,643)

114,761

(112,350)

(7,127)

(119,477)

(4,716)

141,939

(33,751)

108,188

(100,120)

(11,087)

(111,207)

(3,019)

52 weeks ended 
29 June 2019 
£’000

52 weeks ended 
30 June 2018 
£’000

12,974

106,503

119,477

14,256

96,951

111,207

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 charges comprised the following:

Administrative expenses:

– impairment of property, plant and equipment

– movement on onerous lease provisions

– professional fees for aborted corporate transaction

– termination of Directors’ contracts

– other exceptional fees (see below)

Total exceptional items

Revolution Bars Group plc Annual Report and Accounts 2019

52 weeks ended 
29 June 2019 
£’000

52 weeks ended 
30 June 2018 
£’000

5,215

1,912

–

–

–

7,127

860

6,987

1,707

948

585

11,087

NOTES TO THE CONSOLIDATED FINANCIAL  INFORMATION CONTINUEDFOR THE 52 WEEKS ENDED 29 JUNE 2019 
 
 
93

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As a result of the annual impairment testing of property, plant and equipment, the net book value of assets at 26 of the 
Group’s bars (2018: 4) was written down either partially or in full.

Following a robust analysis of the performance of the Group’s bars, 11 leases (2018: 7) were identified as requiring either 
a new or additional onerous lease provision based on projected trading contributions and rental commitments. The 
adjustment will reduce rental charges against future reporting periods; it has no impact on the Group’s cash flows.

Exceptional items in the prior period also comprised the following items:

•  professional fees for aborted merger and acquisition activities related to the Board recommended offer from Stonegate 

Pub Company Limited and merger proposals from the Deltic Group Limited;

• 

termination of Director’s contracts including compensation payments and legal costs associated with the resignations of 
the Chief Executive Officer (“CEO”) and Chief Operating Officer and also fees and expenses relating to the recruitment of 
the replacement CEO; and

•  other exceptional fees relate to work undertaken in connection with accounting reviews and restatements

Bar opening costs

52 weeks ended 
29 June 2019 
£’000

52 weeks ended 
30 June 2018 
£’000

1,484

2,029

Bar opening costs relate to costs incurred in getting new bars fully operational and primarily include costs incurred before 
the opening and preparing for launch, even if the bars do not open in the period. The most substantial parts of the cost are 
for rent and rates incurred between the start of the lease and opening. In the 52 weeks ended 29 June 2019, five new bars 
were opened (2018: six). 

4. Group operating loss

Group operating loss is stated after charging:

Depreciationofproperty,plantandequipment

Impairmentofproperty,plantandequipment

Impairment of intangibles

Rentals payable under operating leases:

– leasehold premises

– other

Auditors’remuneration:

– audit fees payable to the Company’s auditor for the audit of these financial statements

FeespayabletotheCompany’sauditorfor:

– audit of financial statements of subsidiary companies

– forensic audit

– interim review

52 weeks ended 
29 June 2019 
£’000

52 weeks ended 
30 June 2018 
£’000

7,230

5,215

–

10,323

241

149

35

–

21

6,477

860

–

10,975

482

150

35

120

30

The forensic audit charge in the prior period was for work performed by PwC prior to its appointment as external auditor. This 
non-audit work related to an investigation into the Group’s accounting for supplier rebates and short-life assets undertaken 
between July 2017 and September 2017. This work completed before PwC was invited to participate in the tender process for 
appointing the Group’s auditor and only after it had confirmed that this work had not created a conflict of interest.

Revolution Bars Group plc Annual Report and Accounts 2019

 
 
 
 
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5. Staff numbers and costs

The average monthly number of employees during each period, analysed by category, was as follows:

Administrative

Operational

The aggregate payroll costs were as follows:

Wages and salaries

Social security costs

Share-based payment credit (note 20)

Other pension costs

52 weeks ended 
29 June 2019 
£’000

52 weeks ended 
30 June 2018 
£’000

100

3,267

3,367

89

2,934

3,023

52 weeks ended 
29 June 2019 
£’000

52 weeks ended 
30 June 2018 
£’000

44,606

2,101

(64)

401

47,044

40,722

2,863

(1,566)

303

42,322

In the 52 weeks ended 29 June 2019, £0.5 million (2018: £0.6 million) of wages and salary costs were capitalised as 
property, plant and equipment in the consolidated statement of financial position.

6. Directors’ remuneration

Aggregate emoluments

Pension contributions to money purchase schemes1

Emoluments in respect of the highest paid Director

Aggregate emoluments

Pension contributions to money purchase schemes

52 weeks ended 
29 June 2019 
£’000

52 weeks ended 
30 June 2018 
£’000

893

44

937

366

44

410

1,023

68

1,091

452

64

516

1 

Includes salary enhancements made in lieu of pension contributions due to pension caps.

One Director (2018: two) was enrolled in the defined contribution pension scheme in the period.

Additionally, £676k (2018: £259k)] of long-term incentive share options were awarded to the highest paid Director in 
the period. No other amounts relating to long-term incentive share options were awarded to Directors in the year.

Revolution Bars Group plc Annual Report and Accounts 2019

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7. Finance expenses

Interest payable on bank loans and overdrafts

Interest on onerous lease provisions

Interest payable

8. Taxation 

The major components of the Group’s tax credit for each period are:

Analysis of credit in the period

Current tax

UK corporation tax on the loss for the period

Adjustment in respect of prior periods

Deferred tax

Origination and reversal of timing differences

Total tax

Factorsaffectingcurrenttaxcreditfortheperiod

Loss before taxation

Loss at standard rate of UK corporation tax (2019: 19.0%; 2018: 19.0%)

Effectsof:

– expenses not deductible for tax and other permanent differences

– adjustment in respect of prior periods

– adjustment in respect of changes in tax rates on deferred tax balances

Total tax credit for the period

52 weeks ended 
29 June 2019 
£’000

52 weeks ended 
30 June 2018 
£’000

750

108

858

478

77

555

52 weeks ended 
29 June 2019 
£’000

52 weeks ended 
30 June 2018 
£’000

–

(74)

(278)

(352)

(5,574)

(1,059)

706

(32)

33

(352)

–

(495)

(235)

(730)

(3,574)

(679)

563

(812)

198

(730)

At 29 June 2019, the Group has carried forward tax losses of £2.8 million which are available to offset against future losses, 
upon which no deferred tax credit has been booked. There are no unprovided temporary differences and unused tax credits.

The UK rate of corporation tax, currently 19 per cent, will reduce to 17 per cent on 1 April 2020 under provisions contained 
in the Finance Act 2016. The Group has recognised deferred tax in relation to UK companies at either 19 per cent or 17 per 
cent depending on the period in which the deferred tax asset or liability is expected to reverse. 

Revolution Bars Group plc Annual Report and Accounts 2019

 
 
 
 
 
 
 
 
 
 
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9. loss per share

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

Loss for the period (£’000)

Weighted average number of shares – basic and diluted (‘000)

Basic loss per ordinary ghare (pence)

52 weeks ended 
29 June 2019

52 weeks ended 
30 June 2018

(5,222)

50,029

(10.4)

(2,844)

50,029

(5.7)

Loss for the period was impacted by one-off exceptional costs and bar opening costs. A calculation of adjusted earnings 
per ordinary share is set out below.

AdjustedEPS

Loss on ordinary activities before taxation 

Exceptional items, share-based payments and bar opening costs 

Adjusted profit on ordinary activities before taxation 

Taxation credit on ordinary activities 

Taxation on exceptional items and bar opening costs

Adjusted profit on ordinary activities after taxation 

Basic and diluted number of shares (‘000)

Adjusted basic and diluted earnings per share (pence per share)

52 weeks ended 
29 June 2019 
£’000

52 weeks ended 
30 June 2018 
£’000

(5,574)

8,547

2,973

352

(1,636)

1,689

50,029

3.4

(3,574)

11,550

7,976

730

(2,200)

6,506

50,029

13.0

Revolution Bars Group plc Annual Report and Accounts 2019

NOTES TO THE CONSOLIDATED FINANCIAL  INFORMATION CONTINUEDFOR THE 52 WEEKS ENDED 29 JUNE 201997

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10. Property, plant and equipment

Group

Cost

At 1 July 2017

Additions 

At 30 June 2018

Additions

At 29 June 2019

Accumulated depreciation

At 1 July 2017

Provided in the period

Impairment charges

At 30 June 2018

Provided in the period

Impairment charges

At 29 June 2019

Net book value

At 29 June 2019

At 30 June 2018

At 1 July 2017

Freehold land  
and buildings  
£’000

Short leasehold 
premises  
£’000

Fixtures  
andfittings 

£’000

ITequipmentand
officefurniture
£’000

1,426

–

1,426

–

1,426

(1,216)

–

–

(1,216)

–

–

(1,216)

210

210

210

64,773

9,946

74,719

6,149

80,868

(23,303)

(3,479)

(676)

(27,458)

(3,977)

(3,755)

(35,190)

45,678

47,261

41,470

46,251

3,511

49,762

4,817

54,579

(36,003)

(2,292)

(184)

(38,479)

(2,491)

(1,433)

(42,403)

12,176

11,283

10,248

6,886

722

7,608

609

8,217

(5,461)

(706)

–

(6,167)

(762)

(27)

(6,956)

1,261

1,441

1,425

Total  
£’000

119,336

14,179

133,515

11,575

145,090

(65,983)

(6,477)

(860)

(73,320)

(7,230)

(5,215)

(85,765)

59,325

60,195

53,353

Depreciation and impairment of property, plant and equipment are recognised in operating expenses in the consolidated 
statement of profit or loss and other comprehensive income.

The Group has determined that for the purposes of impairment testing, each bar is a cash generating unit (“CGU”). The 
bars are tested for impairment in accordance with IAS 36 “Impairment of Assets” when a triggering event is identified. The 
recoverable amounts for CGUs are predominantly based on value in use, which is calculated from the cash flows expected 
to be generated to the end of the lease term discounted at the Group’s weighted average cost of capital.

In the 52 weeks ended 29 June 2019, the Group impaired the assets of 26 CGUs, either partially or in full, based on the 
value in use of the CGU determined by discounted cash flow projections being lower than the net book value. When an 
impairment loss is recognised, the asset’s adjusted carrying value is depreciated over its remaining useful economic life.

Impairment Testing Methodology

At the end of each reporting period, a filter test, based on annual run rate of EBITDA, is used to identify whether any asset is 
potentially impaired. This test compares a multiple of run rate EBITDA, adjusted for an allocation of central overheads, to the 
carrying value of the asset. The applied multiple is based on the shorter of the remaining lease term or eight years. If this 
test indicates a potential impairment, a more detailed value in use review is performed using cash flows based on Board-
approved forecasts covering a three-year period. These forecasts combine management’s understanding of historical 
performance and knowledge of local market environments and competitive conditions to set realistic views for future 
growth rates. Cash flows beyond this three-year period are extrapolated using a long-term growth rate to the end of the 
lease term.

Revolution Bars Group plc Annual Report and Accounts 2019

 
 
 
 
 
 
 
 
 
 
 
 
 
 
98

10. Property, plant and equipment continued

The key assumptions in the value in use calculations are the cash flows contained within the budgets, the long-term growth 
rate and the risk-adjusted pre-tax discount rate as follows:

•  Long-term growth rate: 2.0 per cent (2018: 2.0 per cent).

•  Pre-tax discount rate: 11.7 per cent (2018: 11.7 per cent).

The long-term growth rate has been determined with reference to forecast 10-year Bond Yields from the Bank of England, 
which management believes is the most appropriate indicator available. The pre-tax discount rate is based on the Group’s 
weighted average cost of capital.

A sensitivity analysis has been performed on each of these key assumptions with other variables held constant. 

Increasing the pre-tax discount rate by one per cent would result in additional impairments of £254,000. A 0.1 per cent 
decrease in the long-term growth rate would result in additional impairments of £190,000.

11. Intangible assets

Group

Cost

At 1 July 2017

Additions 

At 30 June 2018

Additions

At 29 June 2019

Accumulated amortisation

At 1 July 2017

Provided in the period

At 30 June 2018

Provided in the period

At 29 June 2019

Net book value

At 29 June 2019

At 30 June 2018

At 1 July 2017

Total  
£’000

–

–

–

9

9

–

–

–

–

–

–

–

–

–

Trademarks are amortised over their estimated useful lives, which is ten years. Amortisation is charged against operating 
expenses in the profit or loss and comprehensive income statement.

Revolution Bars Group plc Annual Report and Accounts 2019

NOTES TO THE CONSOLIDATED FINANCIAL  INFORMATION CONTINUEDFOR THE 52 WEEKS ENDED 29 JUNE 201999

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12. Inventories

Goods held for resale

The cost of inventories is recognised in cost of sale as follows:

There were no expenses in cost of sales in respect of the write-down of inventories.

13. Trade and other receivables

Amounts falling due within one year

Trade and other receivables

Accrued rebate income

Prepayments 

The ageing of trade receivables at the balance sheet date was:

Not past due

Past due 0–30 days

Past due 31–60 days

More than 60 days

29 June 2019 
£’000

30 June 2018 
£’000

4,086

3,892

52 weeks ended 
29 June 2019 
£’000

52 weeks ended 
30 June 2018 
£’000

36,643

33,751

29 June 2019 
£’000

30 June 2018 
£’000

3,151

713

8,412

12,276

2,610

630

8,234

11,474

29 June 2019 
£’000

30 June 2018 
£’000

2,220

744

187

–

3,151

1,977

113

468

52

2,610

The Directors are not aware of any factors affecting the recoverability of outstanding balances as at 29 June 2019.

All receivables are GBP denominated. The Group trade and other receivables is net of a specific provision for bad and 
doubtful debts of £11,304 (2018: £nil), and an IFRS 9 expected credit loss provision of £19,790.

Prepayments and accrued rebate income do not contain impaired assets. There is no difference between the carrying  
value and fair value of all trade and other receivables. £8.1 million of prepayments relates to property rent and rates  
(2018: £7.6 million).

£1.9 million of Trade and other receivables relates to uncleared credit and debit card takings (2018: £1.5 million).

Revolution Bars Group plc Annual Report and Accounts 2019

 
 
 
 
 
 
 
 
 
 
 
100

14. Cash and cash equivalents

Cash and cash equivalents

29 June 2019 
£’000

30 June 2018 
£’000

2,627

4,025

Cash and cash equivalents consist entirely of cash at bank and on hand, including cash floats held at bars. Balances are 
denominated in Sterling. The Directors consider that the carrying value of cash and cash equivalents approximates to their 
fair value.

15. Trade and other payables

Trade payables

Other payables

Accruals

Other taxes and social security costs

29 June 2019 
£’000

30 June 2018 
£’000

14,438

26

6,796

3,641

24,901

13,636

68

6,254

2,933

22,891

Trade and other payables are non-interest bearing and are normally settled 30 days after the month of invoice. Trade 
payables are denominated in Sterling. The Directors consider that the carrying value of trade and other payables 
approximates to their fair value.

16. provisions

Onerous lease provision

Dilapidations provision

Current

Non-current

At 1 July 2018

Creation of provision

Utilisation of provision

Interest charged in period

At 29 June 2019

29 June 2019 
£’000

30 June 2018 
£’000

10,556

400

10,956

1,269

9,687

10,956

Onerous lease 
provision 
£’000

Dilapidations 
provision 
£’000

9,977

1,912

(1,441)

108

10,556

–

400

–

–

400

9,977

–

9,977

1,065

8,912

9,977

Total 
£’000

9,977

2,312

(1,441)

108

10,956

The onerous lease provision is expected to be utilised over the remaining periods of the leases for which provision has 
been made.

The calculation of the provision is most sensitive to changes in the assumptions used to forecast trading cash flows and a 
risk-free discount rate of 0.8%. Management considers that it is reasonably possible that the risk free discount rate could 
change by +/- 0.5 percent which would result in a change in the corresponding liability of +/- £283,000. Similarly, a 0.5 per 
cent reduction in the long-term growth rate assumption would increase the provision recorded by £239,000.

The Group provides for unavoidable costs associated with lease terminations and expiries; dilapidation costs are provided 
for against all leasehold properties across the entire estate.

Revolution Bars Group plc Annual Report and Accounts 2019

NOTES TO THE CONSOLIDATED FINANCIAL  INFORMATION CONTINUEDFOR THE 52 WEEKS ENDED 29 JUNE 2019 
 
 
 
 
101

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17. Interest-bearing loans and borrowings

Revolving credit facility

29 June 2019 
£’000

30 June 2018 
£’000

17,500

15,500

As at the date of the financial statements, the Group has a revolving credit facility (the “Facility”) of £21.5 million that expires 
in December 2021. See note 1 under sub-heading Going concern for further details of the Facility. Drawn elements of the 
Facility attract an interest rate of LIBOR plus 2.05 per cent and the undrawn element attracts a fee of 0.82 per cent. The 
Facility is secured and supported by debentures over the assets of Revolution Bars Group plc, Revolución De Cuba Limited, 
Revolution Bars Limited and Inventive Service Company Limited and an unlimited guarantee.

All borrowings are held in Sterling. There is no material difference between the fair value and book value of the Group 
interest-bearing borrowings. For more information on the Group’s exposure to interest rate risk, see note 21.

18. Deferred tax

The following are the major deferred tax liabilities and assets recognised by the Group and movements thereon during the 
current and prior reporting periods:

At 1 July 2017

(Charge)/credit to income

At 30 June 2018

(Charge)/credit to income

At 29 June 2019

Deferred tax assets

Deferred tax liabilities

Total

Share-based 
payments  
£’000

Accelerated 
capital allowances  
£’000

Brought-forward 
losses
£’000

177

(158)

19

–

19

(1,102)

393

(709)

(207)

(916)

–

–

–

484

484

Total  
£’000

(925)

235

(690)

277

(413)

29 June 2019 
£’000

30 June 2018 
£’000

503

(916)

(413)

19

(709)

(690)

As at the reporting date, the Group had unused tax losses of £2.8 million available for offset against future taxable profits.

19. Share capital

Allotted, called up and fully paid

50,029,159 £0.001 ordinary shares (2018: 50,029,159 £0.001 ordinary shares)

29 June 2019 
£’000

30 June 2018 
£’000

50

50

50

50

Revolution Bars Group plc Annual Report and Accounts 2019

 
 
 
 
 
 
 
 
 
102

20. Share-based payments (equity settled)

The Group currently operates an employee share incentive scheme, namely The Revolution Bars Group Share Plan.  
Awards under the scheme comprise:

•  a Nominal Cost Option (“NCO”) granted to acquire ordinary shares in the Company at an option price of 0.1 pence per 

share; and

•  a linked, tax-favoured Company Share Option (“CSOP”) granted under Part II of The Revolution Bars Group Share Plan to 
acquire a number of ordinary shares in the Company. The option price is set as the market value at the time of the award.

The two options are linked and the nominal cost option can only be exercised if the related approved option is exercised (or 
waived). When the awards are exercised, the CSOP options will be exercised first (where a gain is available). Following this 
the number of shares received by an employee through the exercise of the nominal cost options will be reduced by such 
number of shares as have a value equal to the gain on the CSOP shares.

The Group’s Plan is an equity-settled share option scheme approved by HMRC. It was established in 2015. Awards are 
subject to performance conditions and require holders to remain employed throughout the vesting period.

The total credit for the period relating to employee share-based payment plans was £0.01 million (2018 credit: £1.6 million), 
all of which related to equity-settled share-based payment transactions. The credit during the year principally related to the 
reversal of prior year charges related to awards granted to senior management who left during the financial year.

The table below summarises the amounts recognised in the consolidated statement of profit or loss and other 
comprehensive income during the period:

52 weeks ended 
29 June 2019 
£’000

52 weeks ended 
30 June 2018 
£’000

(88)

5

4

(79)

(66)

(1)

1

(66)

8

13

60

(64)

(849)

(411)

(267)

(1,527)

(1)

–

–

(1)

(80)

42

–

(1,566)

IPOLTIPAWARD

– Tranche 1

– Tranche 2

– Tranche 3

2016LTIPAWARD

– Tranche 1

– Tranche 2

– Tranche 3

2017LTIPAward

2018LTIPAward

2019LTIPAward

Revolution Bars Group plc Annual Report and Accounts 2019

NOTES TO THE CONSOLIDATED FINANCIAL  INFORMATION CONTINUEDFOR THE 52 WEEKS ENDED 29 JUNE 2019103

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In the 52 weeks ended 29 June 2019, conditional awards of ordinary shares were granted as follows:

18 October 2018

1 April 2019

Total

Nominal Cost 
Option (NCO)

1,078,580

20,000

1,098,580

Company Share 
OptionPlan
(CSOP)

109,526

10,000

119,526

Awards under the CSOP are linked to the grant of NCO awards and any value received from the CSOP award reduces the 
value receivable from the NCO award.

The following table illustrates the number and weighted average exercise price (“WAEP”) of, and movements in, share 
options granted under the schemes:

NCO

CSOP

Total

2019

2018

2019

2018

2019

2018

No. of 
shares

WAEP 

P

No. of 
shares

WAEP 
P

No. of 
shares

WAEP 
P

No. of 
shares

WAEP 

P

No. of 
shares

WAEP 
P

No. of 
shares

WAEP 
P

Outstanding at the 
beginning of the year

1,350,093 

 0.10 

 2,661,413 

 0.10 

316,811 

 1.76 

 247,767 

 1.92 

1,666,904 

 0.42  2,909,180 

 0.26 

Granted during the year

1,098,580 

 0.10 

 918,472 

 0.10 

 119,526 

 1.11 

 185,293 

 1.45 

 1,218,106 

 0.20 

 1,103,765 

 0.33 

Lapsed during the year

(569,506)

 0.10 

(2,200,633)

 0.10 

(96,059)

 1.58 

(116,249)

 1.92 

(665,565)

 0.31 

(2,316,882)

 0.19 

Exercised during the year

–

 0.10 

(29,159) 

 0.10 

–

–

–

–

(29,159) 

 0.10 

Outstanding at the end  
of the year

 1,879,167 

 0.10 

 1,350,093 

 0.10 

 340,278 

 1.54 

 316,811 

 1.76 

 2,219,445 

 0.32 

 1,666,904 

 0.42 

The vesting of each award is subject to the attainment of performance conditions. For each award, 70 per cent is based on 
an adjusted earnings per share (“EPS”) target (Part A) and 30 per cent on a TSR target (Part B). The adjusted EPS is based 
upon the non-GAAP measure as discussed in note 9 (page 96).

The performance conditions are tested over performance periods as detailed below:

Performanceperiod

Lapsed Shares  

Award

Grant Date

Start

End

in year
£

IPO LTIP – Tranche 1

19 March 2015

June 2015 June 2018

(312,500)

IPO LTIP – Tranche 2

19 March 2015

June 2016 June 2019

IPO LTIP – Tranche 3

19 March 2015

June 2017

June 2020

–

–

2016 LTIP – Tranche 1

09  November 2015

June 2015 June 2018

(20,617)

2016 LTIP – Tranche 2

09 November 2015

June 2016 June 2019

2016 LTIP – Tranche 3

09  November 2015

June 2017

June 2020

2017 LTIP

2018 LTIP 

2019 LTIP

02 November 2016

June 2016 June 2019

14 November 2017  
and 12 April 2018

18 October 2018  
and 01 April 2019

June 2017

June 2020

June 2018 June 2021

–

–

–

–

–

Forfeited Shares  
in year 
£

Remaining 
outstanding

–

–

–

–

–

–

–

(236,389)

–

63,750

63,750

–

10,309

10,309

92,500

574,969

–

1,063,580

(333,117)

(236,389)

1,879,167

Revolution Bars Group plc Annual Report and Accounts 2019

 
 
 
 
104

20. Share-based payments (equity settled) continued

Part A – EPS Targets

The vesting of Part A of each such award is dependent on the Group’s earnings per share (“EPS”) performance over the 
fixed periods listed above. No portion of Part A vests unless the Group’s EPS growth is at least equal to a compound annual 
growth rate of seven per cent; thereafter the following vesting calculations apply:

TheCompany’sEPScompoundgrowth

At least 7% per annum

Between 7% per annum and 13% per annum

At least 13% per annum

ExtentofvestingofPartA

25%

Pro-rata between 25% and 100%

100%

The EPS calculation is based on Adjusted EPS. The EPS targets for the various performance periods are as follows:

Grant date

19 March 2015

19 March 2015

09 November 2015

09 November 2015

02 November 2016

14 November 2017

12 April 2018

18 October 2018

01 April 2019

Part B – TSR Targets

Performanceperiod

AdjustedEPS

Start

June 2016

June 2017

June 2016

June 2017

June 2016

June 2017

June 2017

June 2018

June 2019

End

June 2019

June 2020

June 2019

June 2020

June 2019

June 2020

June 2020

June 2201

June 2022

Target

25.8p

25.1p

25.8p

25.1p

25.8p

25.1p

25.1p

23.0p

9.9p

The vesting of Part B of each such award is dependent on the Group’s total shareholder return (“TSR”) over the fixed 
periods listed above relative to the TSR of the peer group of other UK-listed restaurant and bar sector companies over the 
same period.

No portion of Part B vests unless the Group’s TSR performance at least matches the median of the TSR performance within 
the comparator Group; thereafter the following vesting calculations apply:

TheCompany’sTSRperformanceagainsttheTSRofthecomparatorcompanies

ExtentofvestingofPartB

Median

Between median and upper quartile

Upper quartile*

25%

Pro-rata between 25% and 100%

100%

*  Due to the small number of comparator companies a median to median plus ten per cent p.a. measurement will be adopted.

For the IPO LTIP Award, the offer price (200 pence) has been used as the base point from which TSR is measured for the 
Company. For subsequent awards, the offer price is based on a three-month average prior to the start of the performance 
period. For all awards, the end point offer price is based on the average for the last three months of the respective 
performance period.

Expected volatility has been estimated by considering historical average share price volatility for the Company and/or 
similar companies. Staff attrition has been assessed based on historical retention rates.

Revolution Bars Group plc Annual Report and Accounts 2019

NOTES TO THE CONSOLIDATED FINANCIAL  INFORMATION CONTINUEDFOR THE 52 WEEKS ENDED 29 JUNE 2019105

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The fair value of share options granted under the scheme dependent on TSR performance is estimated at the date of grant 
using a Stochastic model. The fair value of share options granted under the scheme dependent on EPS performance is 
estimated at the date of grant using the Black-Scholes model. The following table gives the assumptions for the periods 
ended 29 June 2019 and 30 June 2018:

NCO: fair value at grant date – EPS

CSOP: fair value at grant date – EPS

NCO: fair value at grant date – TSR

CSOP: fair value at grant date – TSR

NCO: exercise price (p)

CSOP: exercise price (p)

Share price (p)*

20195 
award

116

40

62

35

0.1

115

115

20184 
award

140

48

87

42

0.1

162

153

2016LTIP2

IPOLTIP1

20173 
award Tranche 1 Tranche 2 Tranche 3 Tranche 1 Tranche 2 Tranche 3

169

42

97

40

0.1

179

183

179

30

91

27

0.1

194

194

174

33

102

31

0.1

194

194

170

40

102

35

0.1

194

194

188

41

108

38

0.1

200

200

188

50

112

43

0.1

200

200

187

57

113

48

0.1

200

200

Expected volatility (%)

44.60

57.67

31.00

30.61

30.61

19.59

28.91

28.91

20.81

Expected life of options (years)

Weighted average remaining life

Expected dividend yield (%)

Risk-free rate (%)

3.0

2.3

0.00

0.80

3.0

1.3

3.24

0.95

5.3

0.3

2.63

1.05

4.3

0.0

2.64

0.86

4.3

0.3

2.64

1.15

4.3

1.3

2.64

0.30

3.3

0.0

2.64

0.65

3.3

0.3

2.64

1.00

3.3

1.3

2.64

0.23

1  Granted on 18 March 2015.

2  Granted on 9 November 2015.

3  Granted on 2 November 2016.

4  Granted 14 November 2017 and 12 April 2018.

5  Granted 18 October 2018 and 1 April 2019.

*  The share price is stuck at the value three days preceding the issue of shares.

21. Financial instruments

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.

The Group is exposed to the following financial risks:

•  credit risk;

• 

liquidity risk;

•  market risk; and

•  capital risk.

Cash and cash equivalents are held in Pounds Sterling. Trade and other payables are measured at amortised cost.

Revolution Bars Group plc Annual Report and Accounts 2019

 
 
 
 
106

21. Financial instruments continued

Credit Risk

Credit risk arises from the Group’s cash balances held with counterparties and trade and other receivables. Credit risk is  
the risk of financial loss to the Group if a third party owing monies to the Group fails to meet its contractual obligations. 
The Group limits its exposure to credit risk from trade receivables by establishing a maximum payment period of three 
months for corporate customers.

Trade and other receivables are measured at amortised cost. Book values and expected cash flow are reviewed by the 
Board and any impairment is charged to the consolidated statement of comprehensive income in the relevant period. 
Trade and other receivables do not contain any impaired assets.

All cash balances are held with reputable banks and the Board monitors its exposure to counterparty risk on an ongoing 
basis. The Group attempts to mitigate credit risk by assessing financial counterparties.

Given the nature of the Group’s operations, the Directors do not consider the Group’s credit risk, which arises mainly from 
cash held with banks, to be significant.

The Group’s financial assets are as follows:

Trade and other receivables

Cash and cash equivalents

The ageing of trade receivables at the balance sheet date was:

Not past due

Past due 0–30 days

Past due 31–60 days

More than 60 days

29 June 2019 
£’000

30 June 2018 
£’000

3,151

2,627

5,778

2,610

4,025

6,635

29 June 2019 
£’000

30 June 2018 
£’000

2,220

744

187

–

3,151

1,977

113

468

52

2,610

The Directors are not aware of any factors affecting the recoverability of outstanding balances as at 29 June 2019.

IFRS 9, effective from 1 July 2018, introduces an “expected loss” model for recognising impairment of financial assets held 
at amortised cost. This is different from IAS 39, which had an incurred loss model where provisions were recognised only 
when there was objective evidence of impairment. This change of approach requires the Group to consider forward-looking 
information to calculate expected credit losses regardless of whether there has been an impairment trigger.

The Group has two types of financial assets that are subject to the expected credit loss model:

•  Trade and other receivables.

•  Accrued rebate income.

The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss 
allowance for all trade receivables and accrued rebate income.

Revolution Bars Group plc Annual Report and Accounts 2019

NOTES TO THE CONSOLIDATED FINANCIAL  INFORMATION CONTINUEDFOR THE 52 WEEKS ENDED 29 JUNE 2019 
 
107

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To measure the expected credit losses, trade receivables and accrued rebate income have been grouped based on similar 
credit risk characteristics. Both primarily relate to outstanding amounts due from suppliers in relation to agreed rebates and 
thus have substantially the same risk characteristics. The Group has, therefore, concluded that the expected loss rates for 
trade receivables are a reasonable approximation of the loss rates for accrued rebate income.

The expected loss rates are based on the risk profiles of the suppliers with whom the balances are held as well as the 
related historic results of recoverability. On that basis, the loss allowance as at 29 June 2019 and 1 July 2018 (on adoption  
of IFRS 9) was determined as follows for both trade receivables and accrued rebate income:

Expected loss rate

Trade and other receivables

Accrued rebate income

29 June 2019 
£’000

30 June 2018 
£’000

1%

1,266

713

20

1%

1,191

630

18

The difference between trade receivables, as shown immediately above at £1.3 million, and the £3.1 million balance earlier 
in this note relates to uncleared credit and debit card takings, which have been determined as having no expected credit 
loss due to their very short clearance period (two and three days as at the balance sheet date), as well as the balance being 
net of the expected credit loss provision. Due to applying a simplified approach, as well as the low value of expected loss, 
the opening position has not been restated.

Liquidity Risk

Liquidity risk arises from the Group’s management of working capital. It is the risk that the Group will not be able to meet 
its future obligations as they fall due. The Group’s approach to managing liquidity is to ensure, as far as possible, that it has 
sufficient liquidity to meet its financial liabilities when they are due, under both normal and stressed conditions, without 
incurring unacceptable losses or risking damage to the Group’s reputation. 

The Group aims to maintain a level of cash and cash equivalents in excess of expected cash outflows on financial liabilities over 
the next 90 days. The Group also closely monitors the level of expected cash inflows on trade and other trade receivables.

The Group maintains forward cash flow projections, updated on a daily basis, to ensure that it always has sufficient cash on hand 
to meet expected operational expenses. The Group has committed lines of credit through a revolving credit facility provided by 
Natwest, of which £17.5 million was drawn at 29 June 2019. See note 1 under sub-heading Going concern for further details of the 
revolving credit facility.

The Group’s financial liabilities are as follows:

Trade payables

Other payables

Revolving credit facility

29 June 2019 
£’000

29 June 2018 
£’000

14,438

26

17,500

31,964

13,636

68

15,500

29,204

Revolution Bars Group plc Annual Report and Accounts 2019

 
 
 
 
 
 
 
108

21. Financial instruments continued

Liquidity Risk continued

The maturity analysis of the financial liabilities is as follows:

As at 29 June 2019

Trade and other payables

Revolving credit facility

As at 29 June 2018

Trade and other payables

Revolving credit facility

< 1 year  
£’000

14,464

–

< 1 year  
£’000

13,704

–

1–5 years  

£’000

–

17,500

1–5 years  

£’000

–

15,500

> 5 years  
£’000

–

–

> 5 years  
£’000

–

–

Total  
£’000

14,464

17,500

Total  
£’000

13,704

15,500

These liabilities are short term in nature and are on an undiscounted basis.

Market Risk

Market risk is the risk that changes in market prices, such as interest rates or foreign exchange rates, will affect the 
Group’s costs. The objective of market risk management is to manage and control market risk exposures within acceptable 
parameters. Market interest rate risk arises from the Group’s holding of interest-bearing financial assets and liabilities.

At 29 June 2019, the Group’s interest-bearing financial assets consisted solely of cash and cash equivalents (see note 14). 
The Group has interest-bearing financial liabilities as at 29 June 2019, comprising a revolving credit facility of £17.5 million 
(2018: £15.5 million).

The Group does not enter into derivatives or hedging transactions.

The main risk arising from the Group’s financial instruments are interest rate risk. The Group does not have any exposure to 
foreign currency risk as all of the Group’s revenue and costs are in GBP.

The Board makes ad hoc decisions at its regular meetings as to whether to hold funds in instant access accounts or 
longer-term deposits. All accounts are held with reputable UK banks. These policies, which the Directors consider to be 
appropriate for the current stage of development of the Group’s business, will be kept under review by the Board in future 
years. If interest rates at each period-end reporting date had moved by five per cent, the impact on results would not have 
been significant.

Fair Value of Financial Instruments

The fair value of each category of financial instruments is the same as their carrying value in the Group statement of 
financial position.

Capital Risk

The Group’s capital is made up of share capital and retained earnings.

The objectives when managing capital are:

• 

to safeguard the Group’s ability to continue as a going concern, so that it can provide returns for shareholders and 
benefits for other stakeholders; and

• 

to provide an adequate return to shareholders by pricing products and services commensurately with the level of risk.

The Group ensures that it has sufficient cash on demand to meet its expected operational expenses, including the  
servicing of any financial obligations. This excludes the potential impact of extreme circumstances which cannot be 
reasonably predicted.

Revolution Bars Group plc Annual Report and Accounts 2019

NOTES TO THE CONSOLIDATED FINANCIAL  INFORMATION CONTINUEDFOR THE 52 WEEKS ENDED 29 JUNE 2019109

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The capital structure of the Group consists of shareholders’ equity as set out in the consolidated statement of changes in 
equity. All working capital requirements are financed from existing cash resources and a revolving credit facility. There are 
no externally imposed capital requirements. Financing decisions are made by the Board based on forecasts of the expected 
timing and level of capital and operating expenditure required to meet the Group’s commitments and development plans. 
When monitoring capital risk, the Group considers its gearing ratio. 

22. Operating leases

At the statement of financial position date the Group has outstanding commitments for future minimum lease payments 
under non-cancellable operating leases which are payable as follows:

Land and buildings

– In less than one year

– In two to five years

– In  over five years

Other assets

Within one year

In two to five years

29 June 2019 
£’000

30 June 2018 
£’000

12,503

50,113

119,216

181,832

134

157

291

10,877

46,586

133,421

190,884

214

127

341

Lease agreements held by the Group have varying terms and renewal rights. While the commercial terms of leases 
vary, they commonly include either market or index-linked rent reviews. The timing of rent reviews varies on a lease 
by lease basis.

The total future minimum sublease income due under non-cancellable subleases is £0.9 million (2018: £1.3 million).

The total lease payments recognised in the consolidated statement of profit or loss and other comprehensive income in the 
52 weeks ended 29 June 2019 was £10.6 million (2018: £11.1 million). The consolidated statement of profit or loss and other 
comprehensive income includes charges for rent-free periods of £0.7 million (2018: £1.0 million). During the year the Group 
received £0.2 million (2018: £0.1 million) rental income under sub-leases.

There were no capital commitments at the reporting date (2018: £nil).

23. Dividends

Amounts recognised as distributions to equity holders in the period:

Final dividend for the 52 weeks ended 30 June 2018 of 3.30p (2017: 3.30p)

Interim dividend for the 52 weeks ended 29 June 2019 of nil p (2018: 1.65p)

Proposed final dividend for the 52 weeks ended 29 June 2019 of nil p (2018: 3.30p) per share

29 June 2019 
£’000

30 June 2018 
£’000

1,650

–

1,650

–

1,650

825

2,475

1,650

Revolution Bars Group plc Annual Report and Accounts 2019

 
 
 
 
 
 
 
 
 
 
110

24. Related party transactions

(a) Subsidiaries

Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation 
and are not disclosed in this note. 

(b) Key Management Personnel

The compensation of key management personnel (including the Directors) is as follows:

Key management emoluments including social security costs

Awards granted under a long-term incentive plan

Pension contributions to money purchase schemes1

52 weeks ended 
29 June 2019 
£’000

52 weeks ended 
30 June 2018 
£’000

1,620

1,170

54

2,844

1,990

609

81

2,680

1 

Includes salary enhancements made in lieu of pension contributions due to pension caps.

The key management of the Company is considered to be the Directors of the Company and Senior Management as 
detailed on pages 34–38. Details of the Directors’ remuneration is provided in the Board Report on Remuneration.  
The Company did not enter into any form of loan arrangement with any Director during any of the periods presented.

25. Changes in Accounting Standards

Following the adoption in the year of IFRS 15 Revenue from Contracts with Customers, the following details its impact on 
the Group’s Consolidated Financial Statements. Details regarding the adoption of IFRS 9 can be found in note 21.

IFRS 15 Revenue from Contracts with Customers

As at 1 July 2018, the Group assessed the requirements of IFRS 15. The standard is based on the principle that revenue is 
recognised when control of goods or services transfer to a customer. For the Group, the transfer of control under IFRS 15 
and satisfaction of performance obligations remains consistent with the transfer of risks and rewards to the customer under 
IAS 18, as revenue is recognised at the point of sale to the customer. Consequently, there was no material impact on the 
amount and timing of revenue recognition in the Group on application of IFRS 15. 

Revolution Bars Group plc Annual Report and Accounts 2019

NOTES TO THE CONSOLIDATED FINANCIAL  INFORMATION CONTINUEDFOR THE 52 WEEKS ENDED 29 JUNE 2019 
COMPANY STATEMENT  
OF FINANCIAL POSITION
AT 29 JUNE 2019

Assets

Non-current assets

Investments

Current assets

Trade and other receivables

Total assets

Net assets

EquityattributabletoequityholdersoftheParent

Share capital

Merger reserve

Retained earnings

Totalequity

Note

29 June 2019 
£’000

30 June 2018 
£’000

5

6

7

29,650

29,650

117

29,767

29,767

50

11,645

18,072

29,767

185

29,835

29,835

50

11,645

18,140

29,835

The Company made a profit after tax of £1.7 million in the 52 weeks ended 29 June 2019 (2018: £2.5 million) relating entirely 
to dividends received from a subsidiary of the Company in the period.

Signed on behalf of the Board on 1 October 2019.

Mike Foster 
Director

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Revolution Bars Group plc Annual Report and Accounts 2019

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
112

COMPANY STATEMENT  
OF CHANGES IN EQUITY
FOR THE 52 WEEKS ENDED 29 JUNE 2019

At 1 July 2017

Profit and total comprehensive income for the period

Charges arising from share-based payments

Dividends paid

At 30 June 2018

Profit and total comprehensive income for the period

Charges arising from share-based payments

Dividend paid

At 29 June 2019

Reserves

Share capital 
£’000

Merger reserve 
£’000

Retained earnings 
£’000

50

–

–

–

50

–

–

–

50

11,645

–

–

–

11,645

–

–

–

11,645

19,706

2,475

(1,566)

(2,475)

18,140

1,650

(68)

(1,650)

18,072

Totalequity 

£’000

31,401

2,475

(1,566)

(2,475)

29,835

1,650

(68)

(1,650)

29,767

Revolution Bars Group plc Annual Report and Accounts 2019

COMPANY STATEMENT  
OF CASH FLOW
FOR THE 52 WEEKS ENDED 29 JUNE 2019

Cashflowfromoperatingactivities

Profit before tax

Adjustments for:

Dividends paid

Decrease in trade and other receivables

Credit arising from long-term incentive plans

Netcashflowgeneratedfromoperatingactivities

Cashflowfrominvestingactivities

Dividends received from subsidiary company

Netcashflowgeneratedfrominvestingactivities

Cashflowfromfinancingactivities

Equity dividends paid

Netcashflowusedinfinancingactivities

Net increase in cash and cash equivalents

Opening cash and cash equivalents

Closingcashandcashequivalents

52 weeks ended 
29 June 2019 
£’000

52 weeks ended 
30 June 2018 
£’000

1,650

2,475

(1,650)

68

(68)

–

1,650

1,650

(1,650)

(1,650)

–

–

–

(2,475)

1,566

(1,566)

–

2,475

2,475

(2,475)

(2,475)

–

–

–

113

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Revolution Bars Group plc Annual Report and Accounts 2019

 
 
 
 
 
 
 
114

NOTES TO THE COMPANY  
FINANCIAL INFORMATION

1. Accounting policies

Statement of Compliance

The Company’s financial statements have been prepared in accordance with International Financial Reporting Standards 
(“IFRS”) as adopted by the EU, as they apply to the financial statements of the Group, for the 52 weeks ended 29 June 2019 
(prior period 52 weeks ended 30 June 2018) and in accordance with the provisions of the Companies Act 2006.

Basis of Preparation

The Company financial statements have been prepared in accordance with those parts of the Companies Act 2006 
applicable to companies reporting under IFRS as adopted by the EU. They are presented in Pounds Sterling, with values 
rounded to the nearest hundred thousand, except where otherwise indicated. The financial statements have also been 
prepared under the historical cost convention, on a going concern basis. These policies have been applied consistently, 
other than where new policies have been adopted.

(a) Accounting Policies

Non-derivative Financial Instruments

Non-derivative financial instruments comprise investments in equity and debt securities, trade and other receivables, cash 
and cash equivalents, loans and borrowings and trade and other payables.

Trade and Other Receivables
Trade and other receivables are recognised initially at fair value. Subsequent to initial recognition they are measured at 
amortised cost using the effective interest method, less any impairment losses.

Trade and Other Payables
Trade and other payables are recognised initially at fair value. Subsequent to initial recognition they are measured at 
amortised cost using the effective interest method.

Cash and Cash Equivalents
Cash and cash equivalents comprise cash balances and cash held at bank. Bank overdrafts that are repayable on demand 
and form an integral part of the Group’s cash management are included as a component of cash and cash equivalents for 
the purpose only of the cash flow statement.

Interest-bearing Borrowings
Interest-bearing borrowings are recognised initially at fair value less attributable transaction costs. Subsequent to initial 
recognition, interest-bearing borrowings are stated at amortised cost using the effective interest method.

Share-based Payments

The Company issues equity-settled share-based payments to certain employees. Equity-settled share-based payments are 
measured at fair value at the date of grant. The fair value determined at the grant date of the equity-settled share-based 
payments is expensed on a straight line basis over the vesting period based on the Group’s estimate of shares that will 
eventually vest. This is recognised as an employee expense with a corresponding increase in equity. Fair value is measured 
by the Monte Carlo model for options subject to a market-based performance condition and by use of a Black-Scholes 
model for all others. Cost is recharged to subsidiary entities.

Investments in Subsidiary Undertakings 

A subsidiary is an entity controlled, either directly or indirectly, by the Company, where control is the power to govern the financial 
and operating policies of the entity so as to obtain benefit from its activities. Investments in subsidiaries represent interests in 
subsidiaries that are directly owned by the Company and are stated at cost less any provision for permanent diminution in value.

Share Capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are 
recognised as a deduction from equity, net of any tax effects.

Dividends

Dividends receivable from the Company’s subsidiaries and joint venture investments are recognised only when they are 
approved or paid by shareholders. 

Revolution Bars Group plc Annual Report and Accounts 2019

115

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Dividend distributions to the Company’s shareholders are recognised in the period in which the dividends are paid, and, for 
the final dividend, when approved by the Company’s shareholders at the AGM. 

Taxation

Tax on the profit or loss for the period comprises current and deferred tax. Tax is recognised in the consolidated statement 
of profit or loss and other comprehensive income 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 period, using tax rates enacted 
or substantively enacted at the statement of financial position date, and any adjustment to tax payable in respect of 
previous periods.

Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial 
reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided 
for: the initial recognition of goodwill; the initial recognition of assets or liabilities that affect neither accounting nor taxable 
profit other than in a business combination; and differences relating to investments in subsidiaries to the extent that they 
will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner 
of realisation or settlement of the carrying amount of assets and liabilities using tax rates enacted or substantively enacted 
at the statement of financial position date.

A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against 
which the temporary difference can be utilised.

(b) Critical Judgements and Key Sources of Estimation and Uncertainty

The preparation of financial information in conformity with IFRS requires management to make judgements, estimates and 
assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and 
expenses. Actual results in due course may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis, and are based on historical experience and other 
factors including expectations of future events that are believed to be reasonable under the circumstances. Revisions to 
accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected. 

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

The Directors do not consider there to be any principal judgements or key sources of estimation and uncertainty.

(c) New and Amended Standards Adopted by the Group

The Group applied the following standards and amendments for the first time in the annual reporting period commencing 
1 July 2018:

•  Amendments to IFRS 2 – Classification and Measurement of Share-based Payment Transactions; and

•  Annual Improvements 2014-16 cycle

The adoption of these standards did not have a material impact on the Group Consolidated Financial Statements. 

There are no relevant new standards and interpretations not yet adopted.

2. Profit for the period

No profit or loss account is presented for the Company as permitted by section 408 of the Companies Act 2006. The profit 
after tax for the period was £1,650,000 (2018: £2,475,000). 

3. Auditors’ remuneration
Auditors’ remuneration in respect of the Company audit was £1,000 (2018: £500). 

Revolution Bars Group plc Annual Report and Accounts 2019

 
 
 
 
116

NOTES TO THE COMPANY FINANCIAL  
INFORMATION CONTINUED

4. Directors’ remuneration and employee costs
Details of Directors remuneration in respect of services delivered to the Group are contained in the Directors’ Remuneration 
Report on pages 44–57. The remuneration received by the Directors in respect of directly attributable services to this 
company is inconsequential in the context of the remuneration figure. The Company has no employees other than the 
Directors and the Directors are not remunerated through this Company other than issues of share-based payments as 
described in note 1 to the Company financial statements. 

5. Investments
Investments in the Company’s statement of financial position consist of its investments in subsidiary undertakings. 

At cost and net book value:

At the beginning of the period

Investment in subsidiary

At the end of the period

29 June 2019 
£’000

30 June 2018 
£’000

29,650

–

29,650

29,650

–

29,650

As at 29 June 2019 and 30 June 2018, the Company owned 100 per cent of the ordinary share capital of the following  
UK companies:

Company name

Inventive Guarantee Co Limited1

Revolution Bars Limited1

Revolución de Cuba Limited1

Inventive Service Company Limited1

Inventive Leisure Limited1

Rev Bars Limited1

Inventive Leisure (Services) Limited1

New Inventive Bar Company Limited1

Country of 
incorporation 

Class of shares

Holding

Status

United Kingdom Ordinary

United Kingdom Ordinary

United Kingdom Ordinary

United Kingdom Ordinary

United Kingdom Ordinary

United Kingdom Ordinary

United Kingdom Ordinary

United Kingdom Ordinary

100%

100%

100%

100%

100%

100%

100%

100%

Holding company+

Trading++

Trading++

Trading++

Dormant++

Dormant++

Dormant++

Dormant++

1  The registered address of each company is 21 Old Street, Ashton-under-Lyne, Tameside OL6 6LA.

+  Direct holding.

++  Indirect holding.

6. Trade and other receivables

Amounts owed from subsidiary undertakings

29 June 2019 
£’000

30 June 2018 
£’000

117

117

185

185

Amounts owed from subsidiary undertakings are unsecured, interest free and repayable on demand. The expected credit 
loss impact from IFRS 9 is immaterial for the Company.

7. Share capital

Allotted, called up and fully paid

50,029,159 £0.001 ordinary shares (2018: 50,029,159 £0.001 ordinary shares)

Revolution Bars Group plc Annual Report and Accounts 2019

29 June 2019 
£’000

30 June 2018 
£’000

50

50

50

50

 
 
 
 
CORPORATE INFORMATION

Tax Advisers

Grant Thornton UK LLP
4 Hardman Square 
Spinningfields 
Manchester 
M3 3EB

Legal Advisers (corporate)

Macfarlanes LLP
20 Cursitor St 
London 
EC4A 1LT

Legal Advisers (property)

Shoosmiths
Hardman Street 
Spinningfields 
3 Hardman St 
Manchester 
M3 3HF

Legal Advisers (licensing)

Kuits
3 St Mary’s Parsonage 
Manchester 
M3 2RD

Revolution Bars Group plc

Registered Number 08838504

Registered Address 

21 Old Street 
Ashton-under-Lyne 
Tameside 
OL6 6LA

Joint Brokers

Peel Hunt LLP
Moor House 
120 London Wall 
London 
EC2Y 5ET

finnCap
60 New Broad Street 
London 
EC2M 1JJ

Registrar

Link Asset Services
34 Beckenham Road 
Beckenham 
Kent 
BR3 4TU

Financial PR

Instinctif Partners
65 Gresham St 
London 
EC2V 7NQ

Independent Auditors

PricewaterhouseCooper LLP
1 Hardman Square 
Manchester 
M3 3EB

117
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Revolution Bars Group plc Annual Report and Accounts 2019
Revolution Bars Group plc Annual Report and Accounts 2019

 
 
 
 
 
 
 
Registered address 

21 Old Street 
Ashton-under-Lyne 
Tameside 
OL6 6LA