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1
VARIOUS EATERIES PLC
ANNUAL REPORT &
FINANCIAL STATEMENTS 2021
WELCOME TO
VARIOUS E ATERIES
WE ARE A HOSPITALIT Y GROUP
PASSIONATE ABOUT CREATING UNIQUE
AND IMMERSIVE EXPERIENCES
FOR MODERN CONSUMERS.
WITH BOTH COPPA CLUB AND TAVOLINO,
WE ARE FOCUSED ON CREATING DESTINATIONS
THAT REFLEC T THE WAY PEOPLE WANT TO
SOCIALISE , WORK AND REL A X .
StRateGic RePORt
GOVeRnance
Financial StatementS
4 At a Glance
6 Our Brands
8
Chairman’s &
Chief Executive’s Statement
12 Business Model
& the Opportunity
14 Financial Review
17 Principal Risks & Uncertainties
18 Directors’ Duties – S.172 Statement
22 Board of Directors
24
Executive Chairman’s Statement on
Corporate Governance
28 Directors’ Report
33
Independent Auditor’s Report
VaRiOUS eateRieS Plc ANNUAL REPORT & FINANCIAL STATEMENTS
42
Consolidated Statement
of Comprehensive Income
43 Consolidated Statement of
44
45
46
47
Financial Position
Company Statement
of Financial Position
Consolidated Statement
of Changes in Equity
Company Statement of
Changes in Equity
Consolidated Statement of
Cash Flows
48 Notes to the Financial Statements
We are welcoming:
Inclusive and positive;
Open minded;
Nothing is too
much trouble
R
E
P
O
R
T
S
T
R
A
T
E
G
I
C
VaRiOUS eateRieS Plc ANNUAL REPORT & FINANCIAL STATEMENTS
3
3
4 At a Glance6 Our Brands8 Chairman’s & Chief Executive’s Statement12 Business Model & the Opportunity 14 Financial Review17 Principal Risks & Uncertainties18 Directors’ Duties – S.172 Statement AT A GLANCE
THE SUCCESS OF OUR BUSINESS IS DEPENDENT ON THE CULTURE
WE FOSTER AND THE WAY WE THINK, BEHAVE AND ACT
The Various Eateries Group comprises the Coppa Club and Tavolino brands,
which currently operate across 13 UK locations.
Our Directors are responsible for
developing some of the UK’s most
successful hospitality Groups, and
we believe that the current market
conditions present the perfect
opportunity to expand both Coppa
Club and Tavolino across the UK.
OUR HiStORY
Various Eateries was founded
by Hugh Osmond – owner of
the Strada business –
in 2014. The first Coppa Club
opened in Sonning-on-
Thames in 2015, and five
more Coppa Clubs had been
launched by 2019. Andy
Bassadone invested in the
Group in 2019 with a vision to
redefine the Italian dining
sector with our second key
brand Tavolino, which
opened its first location
in Tower Bridge in 2020.
4
VaRiOUS eateRieS Plc ANNUAL REPORT & FINANCIAL STATEMENTS
STRATEGIC REPORT
GOVeRnance
Financial StatementS
OUR PURPOSe
Great people delivering
unique experiences through
continuous innovation.
OUR cUltURe
The success of our business is
dependent on the culture we
foster and the way we think,
behave and act towards our
key stakeholders. We want to
work with people who share
the same passion that we
have for our customers and
our brands, and with people
looking to work hard, develop
with us and become part of
the Various Eateries team.
OUR ValUeS
& BeHaViOURS
We are welcoming:
Inclusive and positive;
Open minded;
Nothing is too much trouble
We take pride:
Don’t compromise;
Challenge yourself
We are a community:
Be part of something;
We look out for each other;
We care about our community
VaRiOUS eateRieS Plc ANNUAL REPORT & FINANCIAL STATEMENTS
5
OUR BRANDS
COPPA
For years, only members’ clubs offered
a space for people to enjoy at any time
of the day – so we created Coppa.
With clubhouses in beautiful locations,
Coppa provides relaxed spaces to eat,
drink, meet, work and stay.
Coppa is rooted in its local community where
every local is made to feel like a member. It offers
an escape from the stresses of everyday life,
enabling guests to relax, have fun and connect
with natural surroundings in an informal setting.
There are currently nine Coppa Clubhouses across
the South of England, including two Clubhouses
with rooms – Coppa at The Swan and Coppa at
The Great House, both located in Berkshire.
A third Clubhouse with rooms will be opening
in Spring 2022 in Haslemere, Surrey.
current coppa clubhouses include:
Clubhouse with Rooms
Coppa at The Swan,
Coppa at The Great House and
Coppa at The Georgian – (opening in
Haslemere in Spring 2022)
Clubhouses
Located in Tower Bridge, Putney,
Clifton, Cobham, Henley, Maidenhead,
Brighton and Bath (opening in
Summer 2022).
OUR OTHER ASSETS
STRADA
Strada is an established business and remains a
well-known brand. The Group owns and controls
the last two remaining sites, which are located in
central London. We intend to convert both sites to
the Tavolino concept in the future.
31 BELOW
31 Below is a neighbourhood café/bar with an all-day
menu, full service bar, lounge area and workspace.
The Group currently has one 31 Below location, located
on Marylebone High Street.
6
6
VaRiOUS eateRieS Plc ANNUAL REPORT & FINANCIAL STATEMENTS
STRATEGIC REPORT
GOVeRnance
Financial StatementS
TAVOLINO
Tavolino (meaning “small table” in
Italian) is an Italian bar and restaurant
offering simple, high-quality Italian
food. It differentiates itself by using
premium ingredients, with dishes
accessibly priced but not in a way that
compromises the quality.
Our chefs are focused on creating and cooking
authentic Italian dishes, made in traditional ways.
They have developed bespoke, quality products that
are scalable and can be efficiently, consistently and
profitably rolled out.
The Group currently has one Tavolino location, in
London. Tavolino is designed to operate in two
formats. Its primary format will be restaurant sites
that provide an extensive Italian brasserie menu,
however, there is also an intention to create smaller
pasta-only sites.
NOCI:
Noci, opening in March 2022 is our new neighbourhood pasta
restaurant – Noci which translates to walnut in Italian – draws
inspiration from travels across Italy and the regional specialties
of the country with a short, seasonal menu of pastas and a
modern take on Italian street food snacks accessibly priced.
VaRiOUS eateRieS Plc ANNUAL REPORT & FINANCIAL STATEMENTS
7
7
CHAIRMAN'S &
CHIEF EXECUTIVE’S
STATEMENT
In the year to 3 October 2021, our first full
financial year as a listed company, we have
achieved a great deal despite the volatile
trading conditions and well-publicised
operational issues driven by the Covid
pandemic.
We saw very strong performances when able to trade throughout
the period, with pent-up demand and the ongoing appeal of our
two key brands, Coppa Club and Tavolino, leading to strong
performance compared to the market from the time of re-
opening of hospitality in April until the end of the reporting period.
In addition, we were delighted to open two new premium sites in
the period, both of which have performed very well since opening.
At the same time, we further developed our menus, fortified our
supply chain, integrated the hotel sites into the business and
successfully mitigated staff availability challenges while navigating
a competitive labour market.
The experience of our management team, our strong financial
position, and our ability to take advantage of opportunities as and
when they arise at a pace that makes good business sense have
been crucial in navigating the period under review and we are
confident these strengths will stand us in similarly good stead
going forward.
As we move through the new financial year, and boosted by the
latest easing of restrictions, we are more confident than ever that
we have the right strategy in place and the expertise and resources
necessary to execute it successfully.
Yishay
malkov
Chief
Executive
Officer
andy
Bassadone
Executive
Chairman
8
VaRiOUS eateRieS Plc ANNUAL REPORT & FINANCIAL STATEMENTS
STRATEGIC REPORT
GOVeRnance
Financial StatementS
OUR StRateGY
POiSeD tO caPitaliSe On UnPReceDenteD OPPORtUnitY
Our strategy remains focused and unchanged, and while the exact
timings and patterns of restrictions have been difficult to predict,
things are panning out very much as we anticipated. We believe
that there is an opportunity for a well-funded operator with high
quality brands, reinforced by an experienced management team,
to create a significant leisure Group as normality resumes.
tRaDinG & cOViD-19 imPact
maRKet OUtPeRFORmance DURinG tRaDinG PeRiODS
In the period under review, we were able to welcome people into
our sites for 33 weeks in total due to government restrictions
designed to contain the spread of Covid. Several of these trading
weeks were under various other restrictions, such as the three-tier
system, the ‘Rule of Six’ and curfews. A full breakdown of trading
across the duration of the period is detailed in the Financial Review.
Covid and the associated restrictions continue to put the
hospitality industry under immense pressure. In January 2022, the
Office for National Statistics published research saying that 40% of
all hospitality businesses say they have less than three months of
cash reserves, including 11% with none at all. Of those, 17% said they
have low or no confidence of surviving the next three months.
While over the last year we have seen government support and
other factors delaying the impact, we continue to believe a
significant reduction in competition and premium site availability
– the likes of which the industry has never seen – is inevitable. The
opportunities for Various Eateries to expand will therefore be very
considerable.
Coppa Club is a multi-use, all-day concept that combines
restaurant, terrace, café, lounge, bar and remote working spaces
under one roof. Tavolino aims to address a gap in the market for
high-quality Italian food at mid-market prices. Both Coppa and
Tavolino are prepared to scale up once normality resumes and the
economic challenges facing the sector subside.
Pleasingly, the Group’s trading performance from the
recommencement of outdoor only trading on 12 April 2021
to period end was very encouraging. Like-for-like revenue across
the Coppa Club estate was up 21% from full reopening on 17 May
through to 3 October 2021 against the same period in 2019
(pre-Covid), with several Coppa Club sites delivering record
sales months.
Our Tavolino site, despite being in the centre of London’s office
district, delivered a strong reopening performance, building to
positive monthly like-for-like sales versus 2019 in September 2021.
Our hotels at our Coppa Clubs in Sonning and Streatley were
subject to even greater restrictions, only able to open post-
lockdown in June 2021. Encouragingly for the future, though, from
opening to year end, occupancy and average room rates for both
hotels were above the same period in 2019.
VaRiOUS eateRieS Plc ANNUAL REPORT & FINANCIAL STATEMENTS
9
CHAIRMAN'S &
CHIEF EXECUTIVE’S
STATEMENT CONTINUED
OUR PeOPle
Communicating with, supporting and providing a first-rate
working environment for our people has – as always – been a key
priority during the period. Despite the widely reported increasing
competition for good people, we are proud to have recorded a
high retention rate and maintained a low level of vacancies,
reflecting positively on our brands as places to work and enabling
us to continue delivering an uninterrupted service to visitors.
Our ethos at Various Eateries always has been to focus not just on
remuneration, although of course this is important, but also on
creating a positive working atmosphere where there are genuine,
exciting opportunities to progress. We have promoted internally
often during the last year, as well as adapting our offering to be
more attractive to all ages and demographics to ensure we keep
a great team of people.
The Board would like to thank our teams for their hard work and
dedication in what has been another difficult year for them and
their families. The way they have risen to the challenge –
particularly when it comes to availability issues linked to Covid –
has been exceptional and we’re grateful to everyone associated
with the Group for their efforts.
DeVelOPinG OUR eState
ROll-OUt cOntinUeS acROSS mUltiPle BRanDS anD
Site FORmatS
At present, the Group has 13 sites, all in prime locations and without
restrictive lease agreements. The sites themselves are spacious and
most have significant outdoor spaces.
During the reporting period, we opened Coppa Club Cobham
and Coppa Club Clifton Village, both of which have performed
ahead of internal budgets, with the ‘all-day’ clubhouse concept
being embraced by the community and guests using the venue
for breakfast, for coffee, as a study/workspace and of course for
lunch, supper and drinks.
Post-period end in November 2021, we also opened Coppa Club
Putney. Our Putney site is a prime location on the river Thames
featuring extensive outdoor terraced seating. It traded extremely
well before introduction of Plan B measures and is now once again
building excellent sales momentum as these measures are relaxed.
Coppa Club Haslemere and Coppa Club Bath are both expected to
open in the first half of calendar year 2022. Offering the full
clubhouse experience, our Haslemere site is a beautiful Grade II
listed building featuring Georgian and Tudor architecture. Coppa
Club Bath, the Group’s second foray into the Southwest of England,
is a spectacular Georgian townhouse – also Grade II listed – set
across four floors in the heart of the city.
Across our brands, several further premium sites have terms
agreed or are in advanced negotiations, with many others under
consideration. While the pipeline is extremely healthy, we will
continue to be prudent in our roll-out, accelerating when
appropriate.
“I am incredibly proud of all our people,
and all the resilience they’ve shown through
another volatile and challenging year.
It is thanks to them that we have been able
to bounce back from periods of closure,
delivering exceptional results in times of
unrestricted trading. “
andy Bassadone
Executive Chairman
10
VaRiOUS eateRieS Plc ANNUAL REPORT & FINANCIAL STATEMENTS
STRATEGIC REPORT
GOVeRnance
Financial StatementS
maRKet DeVelOPmentS
While many well documented industry-wide challenges persist,
there remains ample opportunity for well-managed hospitality
businesses with compelling offerings to succeed and grow. We
have demonstrated our ability to navigate supply chain and labour
shortage challenges to date – continuing to provide a high-quality,
uninterrupted service to customers – and will look to manage
ongoing headwinds in the same way.
As Covid-related restrictions ease, we believe consumer confidence
will continue to grow steadily. This is evident in the progressive
improvement we have seen in trading since ‘Plan B’ measures
were lifted. In addition, we should see the number of inbound
tourists increase as international travel becomes easier, which will
be beneficial to all our sites, but particularly those in London.
At the same time, the number of people working remotely at least
a few days a week is expected to continue to rise, with a recent
Gartner study showing 39% of knowledge workers could look to
find new work if a ‘hard return’ to working on-site is forced. This
bodes well for Coppa Club, which provides a relaxed workspace for
this demographic throughout the day.
As we move towards the end of government support initiatives, we
continue to believe a correction in the market is inevitable.
Competition in the hospitality sector is likely to reduce considerably
in the short-to-medium-term, paving the way for fresh, forward-
facing and well-funded firms such as ours to expand.
cURRent tRaDinG anD OUtlOOK
Our performance in the period under review is testament to the
strength of our brands, relevance of our strategy and quality of our
people. While we have been subject to the same pandemic-
related disruptions as the rest of the industry, we have performed
very well versus the market when able to trade, which bodes very
well for the Group’s prospects.
Post-period, sales across our new and existing sites were
encouraging prior to the introduction of ‘Plan B’ measures in
December 2021. Since they were lifted in January 2022, we have
seen a progressive improvement in trading which underpins our
optimism for the current financial year. Pleasingly, in the 4 weeks
since ‘Plan B’ measures were lifted, sales from Coppa Club sites
outside of London grew 25% (compared to 2020).
Overall, it is clear that the continuing tendency for more “working
from home” is favouring our large all-day out of town Coppa Club
venues but still reducing customer numbers at our city centre
sites. With our focus on making all our sites attractive venues to
work in and spend the day in a sociable, comfortable environment,
we believe we are very well positioned regardless how this trend
develops in the future.
Looking ahead, the opportunity before us continues to grow, and
we’re excited by the prospect of ramping up our expansion plans.
That said, management will continue to use its experience and
industry knowledge accumulated over decades of successful
rollouts to ensure it only does so at a pace is conducive to the
long-term success of the Group.
The Board continues to believe that the impact of the pandemic
and a saturation of outdated offerings will see competition
decrease and the availability of premium sites increase. With a
fine-tuned strategy designed to be future-proof, the financial
firepower to execute it, and a management team with a track
record of success, we are confident of another year of strong and
sustainable progress.
Andy Bassadone
Executive Chairman
Yishay Malkov
Chief Executive Officer
VaRiOUS eateRieS Plc ANNUAL REPORT & FINANCIAL STATEMENTS
11
BUSINESS MODEL
AND THE OPPORTUNITY
WE LEVERAGE OUR KEY STRENGTHS AND SOURCES
OF COMPETITIVE ADVANTAGE TO DELIVER OUR
DISTINCT CUSTOMER PROPOSITION.
tHe OPPORtUnitY
The shake up of the UK restaurant sector, kick started by Covid-19 in early 2020,
continues to accelerate at pace, driven by the many well documented industry
wide challenges. However, this in turn, has created some significant
opportunities in the sector for a well placed operator:
• Site availability
• Acquisition opportunities
With so many existing restaurants
and pubs having already closed,
the change in the licensing to allow
hospitatilty to take over existing
retail units and the cliff edge of
rising costs on the horizon, leases
in quality locations are becoming
available on attractive terms.
• Changes in consumer behaviour
Coppa Club was designed
specifically to take advantage of
changes in consumer behaviour,
many of which have been
accelerated by Covid-19. A place
where you can spend all day, A
level of hybrid working is clearly
here to stay which will benefit our
local sites in the community.
Strong liquidity and a wealth
of experience mean we are well
placed to make selective and
targeted acquisitions of either
high-quality individual sites or,
if appropriate, restaurant brands.
• Reduced competition
A significant number of branded
chains, and numerous
independents, have either folded
or been through an administration
process, significantly reducing
their estate. Reduced competition,
especially of Italian mid-market
chains for example, provides a
major opportunity for our new and
fresh concepts to grow market
share rapidly.
OUR KeY StRenGtHS
• Entrepreneurial leadership
with expert experience
We are led by entrepreneurs
Andy Bassadone and Hugh
Osmond who bring extensive
experience in creating and
growing some of the UK’s most
successful hospitality Groups.
• Well-invested central
infrastructure to support growth
Head office structure capable of
supporting our growth plans as
well as established in-house
support functions such as finance,
HR, marketing and procurement.
As well as the ability to operate the
current business, we also have vast
experience of executing builds,
new openings and acquisitions.
• Financial strength
The successful raise of £25m on the
AiM Market of the London Stock
Exchange in 2020 provides a
strong financial base to fund
growth organically, and the
potential for further investment.
• An exceptional executive team
Led by CEO Yishay Malkov, the
team has considerable sector
expertise and a proven track record
of delivering growth strategies for
hospitality Groups over many years.
Their understanding of the market
and strategic guidance will ensure
the successful roll-out of our
key brands.
• Established scalable brands
The Group has two established
brands already trading with proven
success across a variety of locations,
ready to scale up.
12
VaRiOUS eateRieS Plc ANNUAL REPORT & FINANCIAL STATEMENTS
STRATEGIC REPORT
GOVeRnance
GOVeRnance
Financial StatementS
Financial StatementS
COPPA CLUB
For years, only members’ clubs have
offered space for guests to stay all day
and transition from work to play, but
we aim to change all that. We’re
relaxed, welcoming and informal, our
bars serve great wines and cocktails,
our lounge areas are comfy with sofas
to relax in and plenty of Wi-Fi and plug
sockets, perfect for meetings or just
for settling in with your laptop.
TAVOLINO
A neighbourhood Italian restaurant
and bar on the river at London Bridge.
Serving simple dishes using the best
produce from Italy and the UK, the
concept has already proved popular
in London Bridge.
NEW BRANDS
AND ACQUISTIONS
Our Entreprenurial spirit means we are
always looking to develop brands in
house that could join Coppa and
Tavolino in being rolled out in the
future. But with a strong executive
team, we are constantly on the lookout
for new acquisition opportunities which
match our values and ambition, and to
which we believe our expertise could
add considerable value.
VaRiOUS eateRieS Plc ANNUAL REPORT & FINANCIAL STATEMENTS
13
13
FINANCIAL REVIEW
OVeRVieW
The financial results for FY21, as with FY20, have been materially impacted by Covid-19 resulting in zero revenue in lockdown periods and
disruptions to trading at all other times.
The KPI’s of the Group’s performance are summarised in the table below:
Revenue*
Adjusted EBITDA (before impact of IFRS 16)
Adjusted EBITDA (IFRS 16)
Operating loss*
Total loss for the year after tax*
Basic and diluted loss per share (pence)*
Cashflow from operating activities*
Net debt
Net (cash)/debt (excluding lease liability)
Number of sites
* Audited number
53 weeks
ended
3 October
2021
£ 000
52 weeks
ended
27 September
2020
£ 000
22,348
(1,177)
1,204
(2,098)
(3,740)
16,469
(2,348)
(12,440)
(14,442)
(804)
250%
Change
%
36%
50%
83%
74%
96%
415%
50%
163%
20%
(4.6)
(116.4)
3,292
17,691
(7,278)
12
639
35,375
11,509
10
Oliver
Williams
Chief Financial
Officer
14
VaRiOUS eateRieS Plc ANNUAL REPORT & FINANCIAL STATEMENTS
STRATEGIC REPORT
GOVeRnance
Financial StatementS
Summary of financial performance for the 53 weeks ended 3 October 2021
Reconciliation of loss before tax to adjusted eBitDa
Revenue
loss before tax
Net financing costs
Impairment
Depreciation and amortisation
Insurance claim
Loss on disposal of property, plant and equipment
Authorised Guarantee Agreements provision
Initial Public Offering costs/restructuring costs
eBitDa
Pre-opening costs
Share-based payments
Non-trading site costs
adjusted eBitDa (iFRS 16) (not audited)
Adjustment for rent expense
adjusted eBitDa before impact of iFRS 16 (not audited)
53 weeks
ended
3 October
2021
£ 000
52 weeks
ended
27 September
2020
£ 000
22,348
16,469
(3,740)
(14,442)
1,642
610
3,971
(2,500)
335
(104)
–
214
295
844
(149)
1,204
(2,382)
(1,177)
2,002
5,392
2,833
–
1,632
461
452
(1,670)
564
–
302
(804)
(1,544)
(2,348)
The Group’s hotel and event operations at Sonning and Streatley were acquired during the final weeks of the previous financial period and thus are not
included in the comparative figures.
Financial PeRFORmance
Overall Group revenue increased by 36% (FY21: £22.3m, FY20: £16.5m), resulting in an adjusted EBITDA of £1.2m (FY20: £0.8m loss) and
a loss before tax of £3.7m (FY20: £14.4m loss). Whilst the Group traded strongly when restrictions were lifted and sites were able to trade,
there were 19 weeks in the year where sites were forced to fully close subsequently impacting the Group’s profitability. The Group
undertook various actions to minimise the impact of the forced closures however there were other factors which could not be wholly
mitigated. The current year was split into periods of restricted trading or full lockdowns detailed below.
like for like sales performance (v calendar year 2019)
Restricted
Trading
Oct ‘20
Lockdown
Nov '20–Apr '21
Takeout/
outside only
Apr–May ‘21
Restricted
Trading
Jun–Sep ‘21
Coppa Club –
London (1 site)
Coppa Club –
Regional (5 sites)
-46%
+2%
–
–
7%
11%
16%
27%
5 weeks to 4 november 2020
Following on from the strong performance in the summer of 2020, the Group started the new financial year strongly in 2020, despite
being faced with increasingly challenging restrictions over the period. These included the ‘rule of 6’ when indoor dining was limited to
Groups of 6 guests, affecting large bookings and Group events. The 10pm curfew and the substantial meal requirement meaning a wet
lead offer was not possible when guests had finished eating also impaired evening trading. Tourism numbers were still heavily impacted,
with international travel restrictions in place and in many cases, workers had yet to return to the office.
5 november 2020 to 12 april 2021
Following the second national lockdown (a four-week circuit breaker in November 2020 ending on the 2 December 2020), the Group
was able to reopen sites in December in line with the rules of the tier system. Most of our sites were impacted with the higher tiers of
the system which included rules such as only 2 households mixing for indoor dining. Given the short period, and the nature of sites
hopping between tiers, it is difficult to gauge any meaningful insight into the 6-week period before the third national lockdown
began on the 6 January 2021. All of our sites were in Tier 4 by the middle of December (21 December), which required hospitality
businesses to be closed. With no delivery trade, this meant the Group generated no income during this period. This third national
lockdown continued until the 12 April 2021.
VaRiOUS eateRieS Plc ANNUAL REPORT & FINANCIAL STATEMENTS
15
FINANCIAL REVIEW CONTINUED
Financial PeRFORmance (cOntinUeD)
12 april 2021 to 17 may 2021
Following the end of the third national lockdown on 12 April 2021,
the Group was able to start trading outside which meant all sites
with outdoor space and terraces could operate. All non-essential
retail was also able to re-open which helped to drive footfall. All but
one of the Coppa Club estate were able to open and, driven by a
combination of large outdoor spaces, pent up demand and the
lower VAT rates produced some record sales weeks and significant
LFL growth over the 5 weeks.
17 may 2021 to 3 October 2021
Full trading resumed from the 17th May, although this was coupled
with restrictions on the number of guests allowed at any one time.
The ‘rule of 6’ still applied to those missing different households
indoors, where outdoors the limit was increased to 30 guests which
drove outdoor events and large outdoor bookings. Whilst these
restrictions remained in place, sales at the Coppa Clubs, both
inside and outside London, continued in significant double digit
LFL growth, outperforming the market.
cOViD-19 mitiGatinG actiOnS anD Financial POSitiOn
The Group continued to implement significant actions to mitigate
the impact of Covid-19. Actions included:
•
Including all site employees and a majority of head office
employees on to the Coronavirus Job Retention Schemes
when in full lockdowns.
• All those not furloughed including at management and
executive team level agreed to temporary salary reductions.
• Taking advantage of various UK Government initiatives
including Business Rates relief and various Support Grants.
• Agreements with suppliers and partners to extend credit terms,
amend contracts and arrange payment plans where necessary.
•
Continued dialogue with all landlords to agree a combination of
rent waivers and deferrals, as well as benefitting from Covid
cesser clauses to previously amended leases.
FinancinG cOStS
Financing costs of £1.6m (2020: £2.0m) have reduced by £0.4m in
the year. Whilst the IFRS lease liability interest has risen by £0.5m,
driven both by the new hotel acquisitions, as well as the new
openings over the 2 years, the FY20 debt reorganisation resulted in
a significant reduction in financing costs of £1.3m down to £0.5m.
Financing costs on bank
overdraft and borrowings
Lease liability interest
Financing costs
FY21
£ 000
537
1,108
1,645
FY20
£ 000
1,349
654
2,003
imPaiRmentS
A detailed review of each individual site has resulted in an
impairment charge of £0.6m (2020: £5.4m), all against right-of-use
assets. Detail of the methodology is included in notes 14 and 15 on
pages 55 to 59.
lOSS On DiSPOSal OF aSSetS anD leaSeS
There were no disposals of any significant assets or leases in the
year. In FY20, the Group disposed of the remaining non-trading
Strada leases and associated assets.
iPO anD ReStRUctURinG cOStS
There were no IPO or restructuring costs in the year. In FY20, these
costs were incurred in the restructuring and execution of the
Group’s IPO, with further costs of £1.9m were charged directly to
equity as they relate to the raising of equity.
DiViDenD
The Directors do not recommend the payment of a dividend
believing it more beneficial to use cash resources to invest in the
Group in line with our strategy.
caSHFlOW anD Balance SHeet
The Group undertook significant actions to mitigate the impact of
the pandemic on its financial position in FY20 and in FY21, and the
Group was able to generate £3.4m from operations. Having
received the cash during the period relating to the listing in the
prior year, which was previously shown in other receivables, the
Group finished the year with cash of £19.7m.
During the period, the Group invested £5.1m (2020: £5.1m) in capital
expenditure in support of future growth. New Coppa Club sites
were opened in Cobham, Clifton and a further site in Putney, a
large proportion of which was completed in the period, as well as
undertaking light refurbishments to Brighton and Maidenhead.
The Group also received an interim insurance payment in the year
of £2.5m relating to Its Business Interruption insurance claim. The
Group is collaborating with Allianz, it’s insurer, to seek judicial
determination over a number of issues affecting the claim for
Covid-19-related losses under a Marsh Resilience policy which
were left unresolved by the court following the FCA test case.
KeY PeRFORmance inDicatORS (‘KPiS’)
As summarised, the Group reviews numerous indicators of
performance on a monthly and annual basis. However, with the
period severely impacted by the conditions faced by the Group,
as detailed throughout the Annual Report, the total loss and EPS
figures are hard to assess on a comparable basis.
16
VaRiOUS eateRieS Plc ANNUAL REPORT & FINANCIAL STATEMENTS
STRATEGIC REPORT
GOVeRnance
Financial StatementS
PRINCIPAL RISKS
& UNCERTAINTIES
The Directors formally assess the risks of the Group and look to take appropriate action to ensure these are mitigated wherever possible
where they could impact its objectives. The Directors consider the following to be the principal risks faced by the Group:
KeY RiSKS
COVID-19
BREXIT
DeScRiPtiOn
mitiGatiOnS
The macroeconomic impact of Covid-19, though partly
eased through the summer months, has signficantly
increased since the spread of Omicron. The impact remains
uncertain, particularly on hospitality. The pandemic has led
to the complete closure of all the Group sites at various
stages over the last 20 months, and whilst currently open,
there is clearly the risk of future restrictions being
reimposed.
There continues to be uncertainty on the wider economic
impact of Brexit, particularly in areas such as cost inflation
from the depreciation of sterling, supply issues (as seen by
the shortage of HGV drivers in 2021), staff availabilty and
tariffs and disposable income and tourism.
As detailed in the Financial Review, the Group has taken
significant steps to combat the impact of the pandemic,
particularly on the liquidity of the business. There
continues to be regular dialogue between the Board of
Directors, and the Executive team. Some clauses have
also been built into leases if a lockdown scenario were
to occur again.
The Group continually monitors its supply chain,
maintaining constant dialogue with suppliers, including
ensuring we have suitable alternatives.
The HR department works with an external ER company
to ensure the Group is up to date with any changes to UK
law due to the separation from EU employment law.
COST INFLATION
The Group is subject to impacts from annual increases
across its main expenditures. Annual increases in National
Living Wage, utilities, F&B suppliers passing on their
additional cost base, as well as various other smaller costs,
putting continual pressure on margins.
RECRUITMENT &
RETENTION
The Group’s performance is largely dependent on the
management team and employees across its sites. It is
therefore important that the Group can continue to employ
the right people, with the right skills and experience.
CYBER SECURITY
As the Group grows, and its reliance on IT increases, there is
a greater risk of impact on trading, reputational damage or
GDPR errors.
REDUCTION IN QUALITY With an accelerated expansion plan across various brands,
there is a risk of lack of focus on food and service standards,
whilst ensuring continuous innovation to ensure our
product remains ahead of the competition.
LACK OF EXPANSION
OPPORTUNITIES
As outlined elsewhere in the Strategic Report, the growth
of the business relies on identifying and securing suitable
sites on suitable financial terms. The Board has payback
criteria it utilises to approve all new sites so availability of
these sites is crucial to the success of the business.
CHANGES IN CONSUMER
BEHAVIOUR &
CONFIDENCE
HEALTH & SAFETY
The Group operates in a competitive industry in the UK,
and is therefore subject to impacts from the wider health of
the UK economy. Levels of disposable income will be
impacted by the continuing levels of inflation and, despite
the rise in National Living Wage in April 22, real wages are
still expected to fall.
The Health & Safety of our staff, guests and suppliers is of
paramount importance to the Group. Equally important is
the need to ensure compliance with numerous regulations
for the sector including food hygiene, allergens and
fire safety.
As the Group grows, there will be the ability to mitigate
some F&B costs through economies of scale, whilst the
Group continually evaluates its labour model to ensure
it is efficient. Our experienced Head of Supply Chain &
Procurement monitors all opportunities for all potential
cost savings.
The Group works hard (as detailed in the statement on
corporate governance) to be an employer of choice, to
aid both retention and recruitment. The Group has also
invested in its Human Resources department to ensure
training, as well as rewards and incentives, are continually
reviewed and improved
The Group employs a Head of IT to ensure all upgrades /
changes to any systems are completed accurately and
that data protection measures are followed and recorded.
We are also continually monitoring and investing in
appropriate firewalls and security, utilising a third-party
provider.
The Group understands that quality of product and
service is at the heart of the business and continues to
invest in numerous systems to constantly monitor these
in detail. These include the consolidating of all social
feedback, an extensive Mystery Diner programme,
continuous staff training and regular in-house auditing of
recipes and presentation standards.
The Group has hired a new Property Director, with
extensive experience of finding, acquiring and opening
new sites in our sector. The Board is also confident that,
with the impact of Covid-19 and the closures already seen
in the sector, as well as the changing of licensing with
regards A3 units, there will be sufficient availability in the
short to medium term.
The Group maintains focus on both quality and value, to
ensure they are ahead of competitors. The estate also
benefits from being a diversified portfolio, both in terms
of geography and offer.
The Group has a third-party specialist to ensure that it
adheres to the most up-to-date legislation. The Group
also undertakes extensive training with its staff, which is
then also monitored by various site visits and audits, both
from internal and external parties, to ensure documented
procedures and policies are being met.
VaRiOUS eateRieS Plc ANNUAL REPORT & FINANCIAL STATEMENTS
17
DIRECTORS' DUTIES –
S172 STATEMENT
It is the Board’s responsibility to ensure that Various Eateries is
managed in the long-term interests of all shareholders and
stakeholders in the business.
The Board considers the needs and concerns of all stakeholders in
its running of the Company. By seeking to understand the differing
stakeholder interests and impacts through a proactive
programme of engagement, the Directors ensure its decision-
making is informed and that the development and delivery of our
strategy leads to long-term sustainable success for Various Eateries.
As required by section 172 of the UK Companies Act 2006, the
Directors have acted to promote the success of the Company
for the benefit of its stakeholders. In meeting this responsibility
during the period, the Directors have had regard, amongst other
matters, to:
a. the likely consequences of any decisions in the long term;
• Throughout the period, given the continued uncertainty
created by Covid-19, the Board have ensured investment
decisions, including the signing of new leases, are right for
the long term of the business, not just in this uncertain short-
term market.
b. the interests of the Company’s employees;
• During the pandemic, the Group has utilised the
Furlough schemes to protect the employment and
earnings of its employees.
• The Group has expanded its communication during the
Period, introducing a weekly newsletter and engaging with
staff, epitomised by the significant uptake in the Group
referral scheme.
• The Company held its first summer party.
• The Company has 30 employees undertaking funded
English lessons.
c. the need to foster the Company’s business relationships
with suppliers, customers and others;
• The Company has had greater dialogue with its suppliers,
looking to consolidate wherever possible. This included an
open dialogue with many during lockdown periods, to help
ensure they were protected and able to kick start once
reopening was possible.
•
Introduced a Feed it Back system to encourage our
customers to give feedback.
d. the impact of the Company’s operations on the community
and environment;
• Took required precautions during Covid-19 to ensure the
safety of our guests and staff.
• All new sites include sourcing some products from the
local community.
• Post year end, have since set up an ESG taskforce, to build
a longer term strategy for the business with set goals
and targets.
e. the Company’s reputation for high standards of
business conduct;
•
Internal audit, both desktop and site visits, to ensure
standards are being maintained.
• Ongoing staff training, including the introduction of staff
trainers in sites.
• Formal mystery diner programme, aligned to guest
feedback.
f. the need to act fairly between members of the Company.
• Regular Shareholder engagement.
• One class of share capital to ensure all shareholders are
treated equally.
18
VaRiOUS eateRieS Plc ANNUAL REPORT & FINANCIAL STATEMENTS
STRATEGIC REPORT
GOVeRnance
Financial StatementS
StaKeHOlDeR enGaGement
Further to the section 172 statement, the Group has created an ESG taskforce
to develop a clear strategy, through stakeholder engagement, which will be
communicated once clear timeframes and targets are developed. However,
as detailed in the table below, the Group already does a considerable amount
to engage with it’s stakeholders.
WHY We enGaGe
SHAREHOLDERS
The Board regards effective communication
with shareholders as crucial to understanding
and meeting their needs and expectations.
COMMUNITY AND ENVIRONMENT
We care about the communities we operate in.
We engage with local people and groups in
order to learn how best we can support the local
economy, support local charities and provide a
distinct and differentiated experience.
CUSTOMERS
Our success is dependent on maintaining a
distinct proposition and relationship with our
guests. We must understand evolving
consumer requirements in order to best meet
their needs and ensure continued loyalty.
EMPLOYEES
We are a people business. The skills, experience
and passion of our employees enables us to
deliver the highest levels of quality, standards
and service. In order to attract and retain the
best people, we offer competitive pay rates and
believe in fostering a culture of collaboration,
support, two-way listening and inclusivity.
SUPPLIERS/PARTNERS
HOW We enGaGe
StaKeHOlDeR inteReStS
• Investor meetings and roadshows
• One-to-one meetings
• Interim, ad hoc and annual announcements
• Annual report and AGM
• Corporate website
• Financial and operational performance
• Business model and strategy
• Governance
• Trust in leadership team
• Creating all-day multi-use venues, designed
to meet the needs of local communities in a
post-Covid-19 world
• Refurbishing and restoring historic buildings
• Hosting wellness and lifestyle events allowing
local communities to engage with each other
• Providing support to local charities
• Carbon and Emissions reporting
• Investment and reinvigoration of local
economies including jobs for local people
• Locations for hosting community and charity
events
• Providing a comfortable and relaxed
home-from-home experience and great
hospitality
• Formal feedback and guest surveys
• Digital marketing and social media
• Publicity activity through key lifestyle
publications
• Pop-up activity
• A distinct and unique proposition
• An all-day offering allowing guests to eat,
meet, work or relax
• A broad, high-quality menu that incorporates
vegetarian, vegan and gluten-free options
• Exciting and convenient locations
• Accessible pricing
• Consistency in service
• Responsiveness to feedback
• Town hall meetings
• Central and brand-specific Intranets,
providing learning resources, community
hubs and a communication channel
• Annual appraisals
• Staff newsletters
• Targeted electronic campaign “Check ins”
• Annual engagement surveys
• Training and development opportunities
• Career progression and recognition
• Compensation and incentives
• Company culture and reputation
• Health, safety and wellbeing
Our proposition is dependent on access to the
best ingredients from Italian and UK suppliers.
• Honest and open dialogue and negotiation
• Clear lines of communication/decision-
making
• Annual/six-monthly pricing review
• Ongoing product/service review
• Direct feedback from operational level
• Disciplined ordering/approval process
• Menu development involvement
• Long-term and trusted partnerships
• Fair pricing with mutually beneficial growth
• Ethical and sustainable trading and
procurement
• Clear communication and processes
• Aligned Company culture and values
Approved by the Board on 4 March 2022 and signed on its behalf by:
Oliver Williams
Director
VaRiOUS eateRieS Plc ANNUAL REPORT & FINANCIAL STATEMENTS
19
We take pride:
Don’t compromise;
Challenge yourself
20
VaRiOUS eateRieS Plc ANNUAL REPORT & FINANCIAL STATEMENTS
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VaRiOUS eateRieS Plc ANNUAL REPORT & FINANCIAL STATEMENTS
21
22 Board of Directors24 Executive Chairman’s statement on Corporate Governance28 Directors' report33 Independent Auditor’s report BOARD OF DIRECTORS
andy Bassadone
executive chairman
Yishay malkov
chief executive Officer
Oliver Williams
chief Financial Officer
Hugh Osmond
non-executive Director
Appointed: 28 August 2020
Andrew Bassadone has
significant experience in the
restaurant and hospitality sector.
He was Managing Director
(Europe) of My Kinda Town, which
floated on the London Stock
Exchange in 1994 and which was
ultimately sold to Capital Radio
in 1996. He worked as Senior Vice
President for Europe for Planet
Hollywood before moving to a
role as Chief Executive at
Signature Restaurants.
Between 1998 and 2005,
Andy led the acquisitions of
restaurants including Belgo,
The Ivy, J. Sheekey, Le Caprice
and Daphnes and co-founded
a new restaurant business –
Strada. Signature Restaurants
was sold in 2005 but Andy
continued as Chief Executive in
the new acquisition entity,
ultimately leading to the sale of
Strada in 2007 for £140m and
co-founding Côté at the same
time. Côte was sold in 2013 for
£100m, whilst Andy focused on
developing Bill’s restaurant and
the initial expansion of the
Ivy Café brand. He joined and
invested in Various Eateries
in 2019.
Appointed: 28 August 2020
Appointed: 26 June 2020
Appointed: 28 August 2020
Oli, who is an ex-professional
cricketer, qualified as a Chartered
Accountant in 2011. He worked
as an auditor across various
hospitality and retail businesses
and was appointed Senior
Franchise Accountant with
McDonald’s Restaurants Limited
in 2015. In 2016, Oli was
appointed Head of Commercial
Finance at Itsu, ultimately
becoming Group Financial
Controller in 2017. He was
appointed Finance Director in
2018 and is now Chief Financial
Officer of Various Eateries.
Yishay was an officer in the Israeli
navy until 1999 when he
progressed to work as a chef in a
significant number of
restaurants in New York, Tel Aviv
and the UK. Between 2003 and
2010 Yishay worked as
Restaurant Director at Gordon
Ramsay Holdings, UK, running
the Claridge’s site. He went on to
found and operate the award-
winning Bertie restaurant in
Israel, before returning to the UK
to take a position as General
Manager at Roka restaurant
followed by Executive
Operations Director at the Ivy
Collection overseeing the roll-out
of the Group to 30 sites in four
years. Between 2019 and 2020,
Yishay was Managing Director of
the international, high-end,
restaurant Group, Park Chinois,
leading a successful turnaround
programme and opening a new
London site. He was appointed
CEO of Various Eateries in 2020.
Hugh founded Sun Capital
Partners Limited in 2001 and
Osmond Capital Ltd in 2017.
He continues to operate both
companies. In 1993, Hugh co-led
the £18m acquisition and market
listing of PizzaExpress. During
the eight years he remained on
the board, PizzaExpress became
one of the UK’s largest sit down
casual dining Groups and the
value of the company increased
more than 20-fold. Over this
period, annual losses were
turned into profits of £38m. In
1997, Hugh co-founded Punch
Group and, as Executive
Chairman, he orchestrated the
acquisition and integration of the
Allied Domecq Retail estate, the
Bass leased estate and Inn
Business, to create the UK’s
largest pub Group. Punch Group
reached an enterprise value of
£3.5bn in 2005. Hugh co-
founded Pearl Group in 2005.
Pearl was acquired for £1.1bn
from Henderson Plc and
embedded value was
subsequently grown to £2.3bn.
Pearl Group acquired Resolution
Plc in 2008 and the enlarged
Group (renamed Phoenix Group)
floated in 2009. Phoenix is now
the largest UK insurance
consolidator and is listed in the
FTSE 100 index.
Most recently, Hugh led the
investment into Capital Physio
in 2019. He founded Various
Eateries in 2014.
a Re
22
VaRiOUS eateRieS Plc ANNUAL REPORT & FINANCIAL STATEMENTS
StRateGic RePORt
GOVERNANCE
Financial StatementS
committee
membership
a Audit and AIM Compliance
n Nomination
Re Remuneration
Committee Chair
tiffany Sword
non-executive Director
Glyn Barker
non-executive Director
Gareth edwards
non-executive Director
Appointed: 28 August 2020
Appointed: 28 August 2020
Appointed: 28 August 2020
Tiffany studied architecture at
the University of Cambridge
and, after time at DE & J Levy
and L’Oreal UK she moved to
work alongside Hugh Osmond
at Sun Capital Partners Limited.
Tiffany worked with Hugh on
the creation of Coppa Club from
its inception in 2015, and led
the launch of the first site in
Sonning-on-Thames as
Managing Director. More
recently Tiffany led the
investment into Capital Physio
Limited and the development of
its high street physiotherapy
brand, Bodyset. Tiffany is also a
director of Osmond Capital.
Glyn is a Chartered Accountant
and worked at PwC until he
stepped down in 2011. During
his time at PwC Glyn held
positions including UK Head
of Assurance, Managing Partner
(UK), Vice Chairman (UK) and
Chief Executive, Markets
(Europe). Glyn is the Chairman of
Irwin Mitchell. He has significant
public markets experience and is
currently the Chairman of
The Berkeley Group Holdings plc,
a director of Transocean Limited
and a senior advisory partner of
Novalpina Capital. He previously
acted as senior independent
director of Aviva plc until 2019.
a
n
Re
a
n
Re
Gareth is a qualified solicitor
and was previously a partner at
Pinsent Masons LLP, where he
held both the positions of Global
Head of Corporate and
International Development
Partner. He is currently a
strategic consultant and an
executive director of London
Bridge Capital Limited, an FCA
authorised corporate finance
boutique. He is also a director of
Cornerstone FS Plc, a payments
focused fintech Group. He has
significant public markets
experience and is Chairman of
Honye Financial Services Limited
which is quoted on the London
Stock Exchange; and he also
brings significant AiM experience
to the Board, having acted on
the AiM Disciplinary and Appeals
Committee until 2017.
a n Re
VaRiOUS eateRieS Plc ANNUAL REPORT & FINANCIAL STATEMENTS
23
EXECUTIVE CHAIRMAN’S STATEMENT
ON CORPORATE GOVERNANCE
As Chairman of the Board of Directors of Various Eateries PLC, my
responsibilities include leading the Board effectively, overseeing
the Company’s corporate governance model, communicating
with shareholders, and ensuring that good information flows freely
between the Executive Directors and the Non-Executive Directors
in a timely and efficient manner.
It is the Board’s responsibility to ensure that Various Eateries PLC
is managed in the long-term interests of all shareholders and
stakeholders in the business. The Board believes a strong and
effective corporate governance culture is critical in this respect as
we endeavour to grow a resilient and sustainable business for the
benefit of our shareholders, customers, people and suppliers.
The building blocks are firmly in place, through the recruitment
of strong executives and NEDs, as well as the creation of
committees and structures as detailed.
tHe Qca cORPORate GOVeRnance cODe
Various Eateries has adopted the 2018 QCA Corporate Governance
Code (the ‘Code’) on a comply or explain basis. The Code is
constructed around ten broad principles and the report below
sets out how we comply with the Code at this time. Compliance
with the Code will be reviewed and updated annually, and further
information can be found within the compliance statement
published on our website.
1) establish a strategy and business model which promotes
long-term value for shareholders
The Group’s strategy is to drive the long-term growth of the
business. The Group’s business model is described on page 12 of
the Strategic Report, whilst also referenced in the Chairman’s and
Chief Executive’s statement.
The Board meet as a minimum once a month to review:
3) take into account wider stakeholder and social
responsibilities and their implications for long-term
success
The Board recognises that strong, trusted relationships with all
stakeholders (both internal and external) is vital for the long-term
success of the Group. See more in our section 172 statement on
pages 18 and 19.
As part of the annual planning process, the Board identifies the
following areas as key:
Quality: food and drink offer and consistent operational excellence.
Suppliers: sustainable and deep supply chain built on strong, long
term relationships.
teamwork: motivating, empowering and retaining our best people.
community: nurturing long-term relationships with guests across
all sites; offering quality, good value product in attractive
surroundings to grow sales underpinned by our Purpose, Values
and Behaviours.
Purpose: Great people delivering unique experiences through
continuous innovation.
Values
Behaviours
We are welcoming
Inclusive and positive; Open minded;
Nothing is too much trouble
We take pride
Own it; Don’t compromise;
Challenge yourself
We are a community
Be part of something; We look out
for each other; We care about our
community
• the Group’s operational business performance;
• business model;
• sales, marketing and IT development;
• property matters including potential new sites;
• strategic considerations; and
• the progress of previously agreed actions.
2) Seek to understand and meet shareholder needs
and expectations
Various Eateries has a policy of maintaining open two-way lines of
communication with all investors to ensure a clear understanding
of the strategy, business plan and current trading. This is achieved
through a combination of regular investor meetings (both formal
and informal) and quick replies to all queries received.
The Directors see the Annual General Meeting (‘AGM’) as an
important opportunity to meet its shareholders either in person or
virtually, and encourages all investors to participate and discuss
their views. Where feedback is provided, including voting decisions
against Company expectations, the Board will engage with those
shareholders to hear and address any issues.
All corporate information (including any Company
announcements) is available to shareholders, investors and the
public at any time on the corporate website. The key point of
contact for all shareholders is Group CFO, Oliver Williams. See more
in our section 172 statement on page 19 of the Strategic Report.
We have a well-developed and detailed intranet which allows staff
to communicate their thoughts with us and where we share an
abundance of learning and coaching materials for staff at all levels.
Our ears are open – we listen hard and regularly review our menus,
settings and our future location strategy to align with what our
customers and staff are telling us.
We are committed to a culture of respect and a positive, productive
working environment, which is free from any form of
discrimination. We are an equal opportunities employer and are
committed to treating all current and potential new recruits equally.
Various Eateries plc encourages collaborative two-way
communication with guests through engagement on social
media, in person on site, via the reservations desk and through our
integrated feedback platform. We run a robust regular Mystery
Diner programme across all our sites and the reservations team
are monitored regularly for quality assurance.
4) embed effective risk management, considering both
opportunities and threats, throughout the organisation
The Company operates a robust risk assessment process, which is
embedded in the normal management and governance of the
business. As part of the annual planning and budgeting process,
management document the significant risks identified, the
severity and their potential impact, and the plans for managing
and mitigating each of those risks.
24
VaRiOUS eateRieS Plc ANNUAL REPORT & FINANCIAL STATEMENTS
StRateGic RePORt
GOVERNANCE
Financial StatementS
6) ensure that between them the directors have the
necessary up-to-date experience, skills and capabilities
The Company has seven Directors being Hugh Osmond, Andy
Bassadone, Gareth Edwards, Glyn Barker, Yishay Malkov, Oliver
Williams and Tiffany Sword.
Details of the Board’s extensive industry experience, skills and
personal qualities are highlighted in the biographies on pages
22 and 23.
The Board keeps a close eye on all industry changes and receives
regulatory and corporate updates from a number of external
advisors who advise where necessary on the legal aspects of any
ongoing regulatory enquiries. This ensures that the necessary mix
of experience, skills, personal qualities and capabilities delivers the
strategy of the Company for the benefit of the shareholders over
the medium to long term. For example, both Glyn Barker, as the
Audit Chair, and Oliver Williams, as CFO, are members of the
ICAEW and undertake regular development to ensure they remain
up to date with changes in standards.
7) evaluate board performance based on clear and
relevant objectives, seeking continuous improvement
No evaluation of the Board is considered to have been required to
date, with the company only having been in operation for just over
a year.
Executive Directors will in the future be assessed annually on
performance by the Chairman before re-election, based on:
• their performance (measured against KPIs);
• their independence (where applicable);
• continued commitment to the role.
In addition, the overall effectiveness of the Board is measured
on the achievements of the Company’s annual budget and
strategic plan.
Whilst the Company has no formal succession plan, the Board
continues to think long-term and will appoint senior roles
where required.
The Board is confident that the Company’s middle management
have the strength to ensure the Company’s business is not
adversely impacted in the period between an Executive Director
leaving and a replacement being recruited.
The Nomination Committee is required to recommend and review
nominees as new directors to the Board where there are vacancies
or where it is felt that additional directors should be appointed. For
new appointments, the search for candidates will be conducted
and appointments made on merit against objective criteria and
with due regard for the benefits of diversity on the Board.
The Board discusses potential risks at each Board meeting. It will
also undertake a formal annual effectiveness review of the
Company’s internal control system, comprising financial,
operational and compliance controls, to ensure that the
Company’s risk management framework identifies and addresses
all relevant risks in order that the Company’s strategy can be
successfully executed and delivered. This review considers any
significant issues included in reports received during the year and
how the risks may have changed during the year and reviews any
reports on internal controls prepared by management as well as
any issues identified by external auditors.
The Company operates a series of controls to ensure the Executive
team implements the policies for risk management and control.
These include: the annual strategic planning and budgeting
process; a clearly defined organisational structure; authorisation
limits; monthly reviews by the Executive team of financial and
other operational KPIs and the risk register.
The Audit and AiM Compliance Committee (‘AC’) meets
periodically to review the effectiveness of internal controls. The AC
receives reports from management and observations from the
external auditors concerning internal control systems and any
material control weaknesses. Any significant issues flagged would
be included in the risk section of the next Board meeting.
Principal risks faced by the Group are included on page 17 in the
Strategic Report.
Both the Board and the Executive team are responsible for
reviewing and evaluating risk. The Executive team meets at least
monthly to review ongoing trading performance, discuss budgets
and forecasts and new risks associated with ongoing trading,
whilst these figures are also made available to the wider Board and
discussed in Board meetings.
5) maintain the board as a well-functioning, balanced team
led by the chair
The Group is controlled and governed by the Board of Directors. As the
Chairman, Andy Bassadone has the responsibility of running the
Board. Yishay Malkov, the CEO, has executive responsibility for running
the business day to day and implementing the strategy of the Group.
The Board comprises three Executive Directors and four Non-
Executive Directors. Two of these Directors, whilst holding a
smallimmaterial shareholding, are considered as independent
by the Board.
The Board meets at least every month, which all Directors are
expected to attend. They receive all trading and operational results
every month (as per the agreed timetable and in advance of any
meetings). There is a documented schedule of matters reserved for
the Board.
The Board is supported by the Audit and AiM Compliance
Committee, the Nomination Committee and the Remuneration
Committee as detailed below against principle 9.
The Company maintains liability insurance for its Directors and
Officers. The Company has also entered into indemnity agreements
with the Directors, in terms of which the Company has indemnified
its Directors, subject to the Companies Act 2006 limitations, against
any liability arising out of the exercise of the Directors’ powers,
duties and responsibilities as a Director or Officer.
VaRiOUS eateRieS Plc ANNUAL REPORT & FINANCIAL STATEMENTS
25
EXECUTIVE CHAIRMAN’S STATEMENT
ON CORPORATE GOVERNANCE CONTINUED
8) Promote a corporate culture that is based on
ethical values and behaviours
The Board aims to lead by example, and to do what is in the best
interests of the Company.
The Company takes a serious approach towards corporate social
responsibility, its values relating to company culture and its people.
The decisions of the management team and the Company
strategy are also guided by the values wherever appropriate.
With a growing business that encompasses numerous levels of
team diversity and multi-site operations, the Company recognises
the vital importance of maintaining a strong company culture and
clear values to its success. The management team also
understands the extent to which the skills, experience and passion
of our employees enables us to deliver the highest levels of quality,
standards and service – so that ultimately, our guests enjoy the
best experience possible with us.
Our teams are chosen carefully; we want people who share the
same passion that we have for our guests, and we want people
looking to work hard, stay with us and become part of the Various
Eateries family. We have clear purpose statements for each brand,
underpinned by the same three consistent values and supporting
behaviours across the Group.
The Board continuously seeks to ensure that all of its employees
are aware of the Company’s core ethical values, and the
management structure at restaurant and regional level ensures
that the ethical values are recognised and respected throughout
the Group.
The values are covered repeatedly throughout the employee
journey through the business: from job descriptions through
interview, the mandatory induction process for new employees,
regular Group-wide “town hall” meetings and training sessions and
staff newsletters. They are used as points of assessment in annual
appraisals which influence promotion and reward, ensuring that
all team members are working to the highest operational and
ethical standards.
Board members undertake regular informal enquiries of employees
to ensure these values are being upheld and promoted to ensure
a healthy corporate culture. Feedback from all stakeholders allows
the Board to maintain an awareness of the state of its corporate
culture, as well as performance against internal targets.
9) maintain governance structures and processes that are
fit for purpose and support good decision-making by the
board
During the year the Board has met formally 12 times, the Audit
Committee twice, the Remuneration Committee twice, whilst the
Nomination Committee has not yet been required to meet. Board
and Committee meetings are also convened on an ad-hoc basis
from time to time in order to consider specific corporate activity,
and since the outbreak of the coronavirus pandemic the Board
has also held regular calls outside of scheduled Board meetings.
Directors are expected to attend all meetings of the Board and
the Committees on which they sit, and the Non-Executive
Directors are expected to devote sufficient time to the Company to
enable them to fulfil their duties as Directors. The Board is satisfied
that the Chairman and each of the Non-Executive Directors are
able to devote sufficient time to the business, and they each
maintain open communication with the Executive Directors and
senior management between the formal scheduled meetings.
Director
chairman
Andy Bassadone
executive Directors
Yishay Malkov
Oliver Williams
non-executive Directors
Hugh Osmond
Gareth Edwards
Glyn Barker
Tiffany Sword
Board
meetings
audit committee
meetings
Remuneration
committee meetings
12/12
12/12
12/12
12/12
12/12
11/12
11/12
N/A
N/A
2/2
2/2
2/2
2/2
2/2
N/A
N/A
2/2
2/2
2/2
2/2
2/2
26
VaRiOUS eateRieS Plc ANNUAL REPORT & FINANCIAL STATEMENTS
StRateGic RePORt
GOVERNANCE
Financial StatementS
Audit and AiM Compliance Committee (AACC)
The AACC comprises the four Non-Executive Directors, with Glyn
Barker as Chair. The AACC meets at least twice a year and at such
other times as the Chair of the AACC shall deem necessary.
The AACC reviews the scope and results of the external audit, its
cost effectiveness, and the objectivity of the auditors. It also reviews,
prior to publication, the interim financial statements, preliminary
results announcement, the annual financial statements and the
other information included in the Annual Report. In addition, the
AACC considers the regulatory, technical and operational risks of
the Company and ensures these risks are properly assessed,
monitored and reported on and the appropriate policies and
procedures are in place.
During the period, the AACC met twice. In these meetings they
approved the signing of the prior period Annual Report and
approved the interim financial statements. Whilst conducting
all other duties, as described, there were no particular issues or
risks, not previously disclosed that needed to be communicated
or resolved.
Remuneration Committee
The Remuneration Committee comprises the four Non-Executive
Directors, with Gareth Edwards as Chair. As Chair, Gareth Edwards
has the casting vote. The Remuneration Committee meets at least
once per financial year. The Remuneration Committee reviews and
recommends nominees as new directors to the Board, reviews the
performance of the Executive Directors and sets the remuneration
of the Executive Directors. In addition, the Committee determines
the payment of bonuses to Executive Directors and approves the
Company’s bonus and incentive arrangements for employees.
The remuneration of the Non-Executive Directors is decided upon
by the Board of Directors. The Committee is also responsible for
ensuring the Company’s share option schemes are operated
properly and approves the share option grants to Executive
Directors and employees.
During the period, the Remuneration Committee met twice.
In these meetings, they approved some additional share option
grants to employees of the Group (none to directors as disclosed
in the Director’s report).
Nomination Committee
The Nomination Committee comprises Tiffany Sword, Glyn Barker
and Gareth Edwards, with Tiffany Sword as Chair of the Committee.
It meets at least twice a year, however, it was not felt necessary to
meet this year, given the recent incorporation. The Committee is
appointed by the Board to assist the Company and the Board in
fulfilling their respective corporate governance responsibilities
under applicable laws, to promote a culture of integrity throughout
the Company and to assist the Company in identifying and
recommending new nominees for election to the Board.
The Company has a schedule of matters reserved for the Board.
The Board is responsible for formulating, reviewing and approving
the Group’s strategy, budgets and corporate actions.
The Board also ensures that the principal goal of the Company is to
create shareholder value, while having regard to other stakeholder
interests, and takes responsibility for setting the Company’s values
and standards.
At this stage the Board believes that the governance framework is
appropriate for a company of its size, but it continues to keep this
under review. The terms of references for the various committees
are set out on the company website.
10) communicate how the company is governed and is
performing by maintaining a dialogue with shareholders
and other relevant stakeholders
The Company communicates with shareholders through the
Annual Report, interim and annual announcements, the AGM,
investor roadshows and meetings with individual existing or
potential new investors.
The results of the resolutions from the previous AGM were
communicated through the regulatory information service.
See more in our section 172 statement on page 19.
VaRiOUS eateRieS Plc ANNUAL REPORT & FINANCIAL STATEMENTS
27
DIRECTORS' REPORT
The Directors present the Directors’ Report on the affairs of Various
Eateries PLC (‘the Company’) and its subsidiaries (‘the Group’),
together with their audited consolidated financial statements for
the 53-week period ended 3 October 2021 (prior period
comparatives are for the 52-week period ended 27 September
2020).
The Corporate Governance Statement on pages 24 to 27 also forms
part of the Directors’ Report.
Principal activity
Various Eateries PLC is the holding company of a Group whose
principal activity is the operation and management of restaurants
and hotels.
Review of the business and future developments
Information about the progress of the business and the Group’s
corporate activities is given in the Chairman’s & Chief Executive’s
Statement on pages 8 to 11 and the Financial Review on pages 14
to 16 of the Strategic Report.
matters of strategic importance
The business review and future outlook, key performance
indicators, and the principal risks and uncertainties and
engagement with suppliers, customers and others, required by
Schedule 7 of the Large and Medium-sized Companies and
Groups (Accounts and Reports) Regulations 2008 have been
included in the Strategic Report in accordance with section 414C
(11) of the Companies Act 2006.
Results and dividends
The consolidated statement of comprehensive income is set out
on page 42 of the financial statements and shows the
comprehensive loss for the period.
The directors do not recommend the payment of a dividend.
capital structure
Details of the issued share capital in note 24 on page 65 of the
financial statements. Each ordinary share carries the right to one
vote at general meetings of the Company.
Directors of the company
The Directors who served throughout the period and up until the
date of signing were as follows:
GA Barker
AK Bassadone
GM Edwards
Y Malkov
HEM Osmond
TC Sword
O Williams
Biographical details of each of the Directors in office at the year
end are included in the Board of Directors section (pages 22 and 23).
charitable and political donations
The Group makes occasional contributions to community-related
initiatives. The Group made no political donations in the period.
Statement as to disclosure of information to auditors
The Directors who were in office on the date of approval of these
financial statements have confirmed that as far as they are aware,
there is no relevant audit information of which the auditors are
unaware. The Directors have confirmed that they have taken all
the steps that they ought to have taken as Directors in order to
make themselves aware of any relevant audit information and to
establish that it has been communicated to the auditor.
28
VaRiOUS eateRieS Plc ANNUAL REPORT & FINANCIAL STATEMENTS
StRateGic RePORt
GOVERNANCE
Financial StatementS
Streamlined energy and carbon Reporting
(SecR) / energy consumption
The Group presents its greenhouse gas (‘GHG’) emissions
and energy use data under Streamlined Energy and Carbon
Reporting (‘SECR’) for the period ended 3 October 2021.
The Group’s total energy consumption for the period ended
3 October 2021 was 4,819,520 kWh (2020: 4,307,375kWh).
The increase in total energy consumption was partly due to
the increased trading periods in the year (not impacted by Covid
lockdowns) whilst there were also additional sites opened in the
period. Therefore, the CO2 emissions divided by revenue, the
chosen metric of the Group best felt to evaluate the performance,
actually fell slightly. The board expects that, with growing sales, this
will maintain as trading returns to normal in the next financial year.
However, the Group has put together an ESG taskforce, post year
end, to focus on how this can continue to be improved.
energy consumption
2020/21
Scope 1: Combustion of fuel
and operation of facilities.
Natural Gas (kWh)
1,933,700
Direct Transport (kWh)
158,103
2019/20
1,992,895
78,187
total Scope 1 energy (kWh)
2,091,803
2,071,082
Scope 2: Electricity purchased
Total Electricity (kWh)
2,727,716
total Scope 1 and 2 energy consumption (kWh)
4,819,519
2,236,293
4,307,375
Variance
-3%
102%
1%
22%
12%
emissions assessment
2020/21
2019/20
Variance
Scope 1: Combustion of fuel
and operation of facilities.
Natural Gas (tCO2 e)
Direct Transport (tCO2 e)
total Scope 1 (tcO2 e)
Scope 2: Electricity purchased
and heat and steam generated.
Location Based (LB) (tCO2 e)
Location Based total Scope 1 and 2 emissions (tcO2 e)
354
39
393
579
972
366
19
386
521
907
-3%
105%
2%
11%
7%
intensity metric assessment
2020/21
2019/20
Variance
Intensity Ratio
tcO2 e/Revenue £m
43.5
55.1
-21%
VaRiOUS eateRieS Plc ANNUAL REPORT & FINANCIAL STATEMENTS
29
DIRECTORS' REPORT CONTINUED
Directors’ remuneration
The remuneration of the Directors of the parent company who held office during the period was
Period ended 3 October 2021
Period ended 27 September 2020*
Salary
and fees
£ 000
employer pension
contribution
£ 000
113
25
25
181
50
–
50
444
3
–
–
5
–
–
–
8
total
£ 000
116
25
25
186
50
–
50
452
Salary
and fees
£ 000
employer pension
contribution
£ 000
30
2
2
17
55
–
55
161
–
–
–
1
–
–
–
1
total
£ 000
30
2
2
18
55
–
55
162
O Williams
TC Sword
HEM Osmond
Y Malkov
GM Edwards
AK Bassadone
GA Barker
total
* Company was incorporated in the year on 26 June 2020 so this is not a full comparable period
Directors’ interests in shares
Directors’ interests in the shares of the Company, including family interests, were as follows:
at 3 October 2021
Shares
owned
no.
Outstanding
Directors’
share awards
no.
41,616,859
–
3,473,817
1,428,571
4,187
–
1,095,238
1,095,238
2,190,476
2,190,476
119,047
158,730
–
–
HEM Osmond
AK Bassadone
TC Sword
O Williams
Y Malkov
GM Edwards
GA Barker
Per the above table, all outstanding share awards to AK Bassadone, O Williams and Y Malkov are part of JSOP Scheme 1. These were all
at an exercise price of £0.73 in the prior year. No options were issued to any directors in the period and none were exercised.
The remaining share options in this scheme, as detailed in note 27 to the financial statements, relate to awards to employees who are
not directors.
Directors’ liability insurance and indemnity
The Group has arranged insurance cover in respect of legal action against its Directors. To the extent permitted by UK law, the Group
alsoindemnifies the Directors. These provisions were in force throughout the year and in force at the date of this report.
30
VaRiOUS eateRieS Plc ANNUAL REPORT & FINANCIAL STATEMENTS
StRateGic RePORt
GOVERNANCE
Financial StatementS
employment policy
Our people truly are our greatest asset and we believe in treating
them as such: with respect, looking after their welfare and allowing
them the opportunity to develop their job and life skills and
progress through the organisation. We encourage a work
environment that is fair, open and communicative. Our employees
have a performance review at least once a year, which includes
consideration of skills development and career prospects. We aim
to retain, develop and promote our best staff, offering a variety of
training courses and development opportunities. Informal, frank
and open dialogue is encouraged at all levels of the Group. We aim
to keep our employees informed of any changes and progress with
the business on a regular basis in an engaging way.
Communication flows both ways, as we take the views of our
employees seriously. Our aim has been to make it as easy as
possible for our employees to air their opinions, express their ideas
and voice any problems they may have. Examples include a
cascade process of meetings to communicate key messages
throughout the organisation, a weekly feedback process for
operational issues and daily meetings of restaurant team
members.
We have a diverse workforce and an equal opportunities policy in
place. We aim to employ people who reflect the diverse nature of
society and value people and their contribution irrespective of age,
gender, disability, sexual orientation, race, religion, marital status or
ethnic origin. We do not tolerate harassment or bullying in any
shape or form. Procedures are in place to respond to accusations
of workplace discrimination, harassment and victimisation.
An effective employee grievance procedure is in operation, and
the policy is properly communicated to our people. Applications
from disabled persons are given full consideration providing the
disability does not seriously affect the performance of their duties.
Such persons, once employed, are given appropriate training and
equal opportunities. In the event of members of staff becoming
disabled every effort is made to ensure that their employment
within the Group continues and that the appropriate training is
arranged. It is the policy of the Group that the training, career
development and promotion of disabled employees should, as
far as possible, be identical to that of other employees.
engagement with Stakeholders
The Board understands the importance of engagement with key
stakeholders, including our customers, the communities in which
we operate, our suppliers and our shareholders. Information on
how we engage, and the actions we have taken, are detailed in the
S.172 statement on page 18.
S.172 Statement
The Directors behave and carry out their activities to promote
the long-term success of the Group. More detail is shown in the
Strategic Report on page 19 as the Directors believe it to be of
strategic importance to the Group.
Directors’ Responsibilities Statement
The Directors are responsible for preparing the Strategic Report,
the Directors’ Report and the financial statements in accordance
with applicable law and regulations.
Company law requires the Directors to prepare Group and
Company financial statements for each financial year. The
Directors have elected under company law and the AiM Rules of
the London Stock Exchange to prepare the Group financial
statements in accordance with International Accounting
Standards in conformity with the requirements of the Companies
Act 2006 and have elected under company law to prepare the
Company financial statements in accordance with United
Kingdom Generally Accepted Accounting Practice (United
Kingdom Accounting Standards and applicable law).
The Group financial statements are required by law and
International Accounting Standards in conformity with the
requirements of the Companies Act 2006 to present fairly the
financial position of the Group and the Company and the financial
performance of the Group. The Companies Act 2006 provides in
relation to such financial statements that references in the relevant
part of that Act to financial statements giving a true and fair view
are references to their achieving a fair presentation.
Under company law the Directors must not approve the financial
statements unless they are satisfied that they give a true and fair
view of the state of affairs of the Group and the Company and of
the profit or loss of the Group for that period.
In preparing each of the Group and Company financial statements,
the Directors are required to:
a. select suitable accounting policies and then apply them
consistently;
b. make judgements and accounting estimates that are
reasonable and prudent;
c. state whether they have been prepared in accordance with
international accounting standards in conformity with the
requirements of the Companies Act 2006;
d. prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Group and the
Company will continue in business.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Group’s and the
Company’s transactions and disclose with reasonable accuracy at
any time the financial position of the Group and the Company and
enable them to ensure that the financial statements comply with
the requirements of the Companies Act 2006. They are also
responsible for safeguarding the assets of the Group and the
Company and hence for taking reasonable steps for the prevention
and detection of fraud and other irregularities.
VaRiOUS eateRieS Plc ANNUAL REPORT & FINANCIAL STATEMENTS
31
DIRECTORS' REPORT CONTINUED
Directors’ Responsibilities Statement (continued)
The Directors are responsible for the maintenance and integrity of
the corporate and financial information included on the Various
Eateries PLC website.
Legislation in the United Kingdom governing the preparation and
dissemination of financial statements may differ from legislation in
other jurisdictions.
Post balance sheet events
Included in note 30 to the Financial Statements on page 72.
Going concern
In adopting the going concern basis for preparing the financial
statements for the year ended 3 October 2021, the Directors have
considered the business model as set out on page 12, the Group’s
principal risks and uncertainties as set out on page 19 as well as
taking into account the current cash position and potential
facilities.
Based on the Group’s cash flow forecasts and projections, the
Board is satisfied that the Group will be able to operate within the
level of its facilities for the foreseeable future. In making this
assessment, the Directors have made a specific analysis of the
impact of both Covid-19 and Brexit, whilst taking into account the
renewal of the Deep Discounted Bond post year end (as detailed in
note 30, post balance sheet events). For this reason, the Board
considers it appropriate for the Group to adopt the going concern
basis in preparing its financial statements.
auditor
RSM UK Audit LLP has indicated its willingness to continue in
office.
Approved by the Board on 4 March 2022 and signed on its
behalf by:
Oliver Williams
Director
20 St Thomas Street
London
SE1 9RS
32
VaRiOUS eateRieS Plc ANNUAL REPORT & FINANCIAL STATEMENTS
StRateGic RePORt
GOVERNANCE
Financial StatementS
INDEPENDENT AUDITOR’S REPORT
Opinion
We have audited the financial statements of Various Eateries plc
(the ‘parent company’) and its subsidiaries (together the ‘Group’)
for the period ended 3 October 2021 which comprise the
consolidated statement of comprehensive income, consolidated
statement of financial position, company statement of financial
position, consolidated statement of changes in equity, company
statement of changes in equity, consolidated statement of
cashflows and notes to the financial statements, including
significant accounting policies. The financial reporting framework
that has been applied in the preparation of the Group financial
statements is applicable law and International Accounting
Standards in conformity with the requirements of the Companies
Act 2006. The financial reporting framework that has been applied
in the preparation of the parent company financial statements is
applicable law and United Kingdom Accounting Standards,
including Financial Reporting Standard 101 “Reduced Disclosure
Framework” (United Kingdom Generally Accepted Accounting
Practice).
In our opinion:
•
•
the financial statements give a true and fair view of the state of
the Group’s and of the parent company’s affairs as at 3 October
2021 and of the Group’s loss for the period then ended;
the Group financial statements have been properly prepared in
accordance with International Accounting Standards in
conformity with the requirements of the Companies Act 2006;
• the parent company financial statements have been properly
prepared in accordance with United Kingdom Generally
Accepted Accounting Practice; and
• the financial statements have been prepared in accordance
with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the
Auditor’s responsibilities for the audit of the financial statements
section of our report. We are independent of the Group and the
parent company in accordance with the ethical requirements that
are relevant to our audit of the financial statements in the UK,
including the FRC’s Ethical Standard as applied to listed entities
and we have fulfilled our other ethical responsibilities in
accordance with these requirements. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.
conclusions relating to going concern
In auditing the financial statements, we have concluded that
the directors’ use of the going concern basis of accounting in
the preparation of the financial statements is appropriate. Our
evaluation of the directors’ assessment of the Group’s and parent
company’s ability to continue to adopt the going concern basis of
accounting included an analysis of the sufficiency of the Group’s
and parent company’s current cash resources, taking into account
current cash levels and a worse case trading scenario in the
outlook period in view of the ongoing pandemic, as well as the
renewal of the deep discounted bond in February 2022.
Based on the work we have performed, we have not identified
any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the
Group’s or the parent company’s ability to continue as a going
concern for a period of at least twelve months from when the
financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with
respect to going concern are described in the relevant sections
of this report.
Summary of our audit approach
Key audit
matters
Group
•
•
Impairment of goodwill and property,
plant and equipment
IFRS 16 Leases: new leases and
modifications
Parent company
•
Impairment of investment in the two
hotel companies
•
Impairment of intercompany receivables
materiality
Group
• Overall materiality: £455,000
(2020: £354,000)
• Performance materiality: £318,000
(2020:£265,000)
Parent company
• Overall materiality: £275,000 (2020: £176,000)
• Performance materiality: £192,000
(2020: £132,000)
Our audit procedures (on a sample basis)
covered 100% of revenue, 100% of total
assets and 100% of loss before tax.
Scope
VaRiOUS eateRieS Plc ANNUAL REPORT & FINANCIAL STATEMENTS
33
INDEPENDENT AUDITOR’S REPORT CONTINUED
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Group and
parent company financial statements of the current period and include the most significant assessed risks of material misstatement
(whether or not due to fraud) we identified, 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 were addressed in the context of our
audit of the Group and parent company financial statements as a whole, and in forming our opinion thereon, and we do not provide
a separate opinion on these matters.
impairment of goodwill and property, plant and equipment
Key audit matter description
The total net carrying value at 3 October 2021 of goodwill was £12.6m (2020: £12.6m) and
that of property, plant and equipment (“PPE”) £35.9m (2020: £33.4m). Economic and
trading conditions (including as a result of Covid-19) faced by the restaurant and hospitality
sector in the UK have been severe during a proportion of the period ended 3 October 2021
and since that date. As required by IAS 36 Impairment of assets, management undertook
detailed impairment testing to determine whether such assets were impaired and
recognised a total impairment charge of £0.6m for PPE (2020: total impairment charge of
£5.4m across goodwill and PPE) in respect of sites which were forecast to underperform in
the short to medium term either partly or wholly as a result of the Covid-19 pandemic. No
impairment charge was recognised in respect of goodwill for the period ended 3 October
2021.
Because of the significant management judgement involved in forecasting cash flows, in
considering the timing and quantum of generation of cash flows, a change in assumptions
used could have a material impact on the financial statements and this was therefore
determined to be a key audit matter.
Refer to note 3 – Critical accounting judgements and key sources of estimation uncertainty, note 14 –
Intangible assets and note 15 – Property, plant and equipment.
How the matter was addressed
in the audit
Our audit approach included:
Key observations
• obtaining management’s site-by-site impairment review and considering the
reasonableness of inputs and assumptions, as well as the accuracy of the calculations in
the impairment reviews
• reviewing the sensitivity analysis prepared by management
• Comparing post year-end performance with management's forecasts and considering
the impact of Covid-19
•
reviewing the adequacy of disclosures in the financial statements
As a result in particular of Covid-19 and combined uncertain future scenarios including, but
not limited to: government policy, further restrictions, the impact of Covid-19 on general
consumer sentiment and the timing and extent of the ongoing recovery of the restaurant,
hospitality and hotel sector, management have included disclosures in notes 3, 14 and 15 to
explain the degree of estimation involved in determining appropriate carrying values of
goodwill and property, plant and equipment.
34
VaRiOUS eateRieS Plc ANNUAL REPORT & FINANCIAL STATEMENTS
StRateGic RePORt
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Financial StatementS
impairment in the parent company statement of financial position of:
•
•
Investment balance in the two hotel companies
Intercompany receivable
Key audit matter description
The total net carrying value in the parent company at 3 October 2021 of the investment in
the two hotel companies was £9.3m (2020: £9.3m). The company also had intercompany
receivables owed by the Group’s trading and other entities at 3 October 2021 of £40.3m
(2020: £15.6m).
Economic and trading conditions (including as a result of Covid-19) faced by the restaurant
and hospitality sector in the UK have been severe during a proportion of the period ended
3 October 2021 and since that date. As required by IAS 36 impairment of assets and IFRS 9
Financial instruments, management undertook detailed impairment testing to determine
whether such assets were impaired. No impairment has been recognised in the current
period on the grounds of materiality.
Because of the significant management judgement involved in forecasting cash flows, in
considering the timing and quantum of generation of cash flows, a change in assumptions
used could have a material impact on the financial statements (including net assets and
distributable reserves of the parent company) and this was therefore determined to be a
key audit matter.
Refer to note 16 – Investments and Trade and note 18 – Trade and other receivables.
How the matter was addressed
in the audit
Our audit approach included:
Key observations
We have no observations to report in respect of this key audit matter.
• Obtain management’s impairment review and consider the reasonableness of the
inputs and assumptions, as well as the accuracy of the calculations.
• reviewing the disclosures in the financial statements for adequacy.
VaRiOUS eateRieS Plc ANNUAL REPORT & FINANCIAL STATEMENTS
35
INDEPENDENT AUDITOR’S REPORT CONTINUED
iFRS 16 leases: new leases
Key audit matter description
During the period ended 3 October 2021, the Group acquired sites in respect of which
leases were required to be recognised on the statement of financial position, in accordance
with IFRS 16 - Leases. The carrying value of right-of-use assets as at 3 October 2021 was
£20.7m (2020: £21.0m) and the carrying value of the lease liabilities were £25.0m (2020:
£23.9m). The application of IFRS 16 involves a significant degree of judgement in respect of
key assumptions involving, amongst other matters, lease terms and incremental borrowing
rates.
Because of the materiality of the amounts and the degree of management estimation and
judgement required we have determined the application of IFRS 16 to be a key audit
matter.
Refer to note 3 – Critical accounting judgements and key sources of estimation uncertainty, and note 15 -
Property, plant and equipment.
How the matter was addressed
in the audit
Our audit approach included:
• obtaining management’s calculations of the lease right-of-use and lease liability
at 3 October 2021 in relation to the two new sites included in the Group financial
statements at that date
• confirming inputs to lease agreements and challenging any assumptions made
by management
• challenging the incremental borrowing rate used, and comparing to third party data,
where available
• checking the arithmetical accuracy of the lease liability calculations
• reviewing disclosures in respect of IFRS 16 and comparing with the requirements
of the standard.
Key observations
We have no observations to report in respect of this key audit matter.
36
VaRiOUS eateRieS Plc ANNUAL REPORT & FINANCIAL STATEMENTS
StRateGic RePORt
GOVERNANCE
Financial StatementS
Our application of materiality
When establishing our overall audit strategy, we set certain thresholds which help us to determine the nature, timing and extent of our
audit procedures. When evaluating whether the effects of misstatements, both individually and on the financial statements as a whole,
could reasonably influence the economic decisions of the users we take into account the qualitative nature and the size of the
misstatements. Based on our professional judgement, we determined materiality as follows:
Overall materiality
Basis for determining
overall materiality
Group
Parent company
£455,000 (2020: £354,000)
£275,000 (2020: £176,000)
2% of revenue (2020: 2% of revenue)
4% of net assets, reduced to not exceed
maximum aggregated component materiality
(2020: 4% of net assets, reduced to not exceed
maximum aggregated component materiality)
As this is a non-trading holding company, net
assets was selected as the most relevant
benchmark to shareholders
£192,000 (2020: £132,000)
70% of overall materiality
Rationale for benchmark applied
At its current stage of development, revenue
growth is a major driver of business
performance and a key benchmark for
stakeholders
Performance materiality
£318,000 (2020: £265,000)
70% of overall materiality
Basis for determining
performance materiality
Reporting of misstatements
to the Audit Committee
Misstatements in excess of £22,700 (2020:
£17,700) and misstatements below that
threshold that, in our view, warranted reporting
on qualitative grounds.
Misstatements in excess of £13,700 (2020: £8,800)
and misstatements below that threshold
that, in our view, warranted reporting on
qualitative grounds.
an overview of the scope of our audit
The Group consists of seven components, all of which are based in the United Kingdom.
The coverage achieved by our audit procedures was:
Full scope audit
total
number of
components
Revenue
total assets
Profit before tax
7
7
100%
100%
100%
100%
100%
100%
All audit work was undertaken by the Group audit engagement team.
Other information
The other information comprises the information included in the annual report, other than the financial statements and our auditor’s
report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial
statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express
any form of assurance conclusion thereon.
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 course of the audit or otherwise appears to be materially misstated.
If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise
to a material misstatement in the financial statements themselves. 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 in this regard.
VaRiOUS eateRieS Plc ANNUAL REPORT & FINANCIAL STATEMENTS
37
INDEPENDENT AUDITOR’S REPORT CONTINUED
Opinions on other matters prescribed by the
companies act 2006
In our opinion, based on the work undertaken in the course of
the audit:
•
the information given in the Strategic Report and the Directors’
Report for the financial year for which the financial statements
are prepared is consistent with the financial statements; and
• the Strategic Report and the Directors’ Report have been
prepared in accordance with applicable legal requirements.
matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and
the parent company and their environment obtained in the course
of the audit, we have not identified material misstatements in the
Strategic Report or the Directors’ Report.
We have nothing to report in respect of the following matters in
relation to which the Companies Act 2006 requires us to report
to you if, in our opinion:
• adequate accounting records have not been kept by the parent
company, or returns adequate for our audit have not been
received from branches not visited by us; or
• the parent company financial statements are not in agreement
with the accounting records and returns; or
• certain disclosures of directors’ remuneration specified by law
are not made; or
• we have not received all the information and explanations we
require for our audit.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement,
the directors are responsible for the preparation of the financial
statements and for being satisfied that they give a true and fair
view, and for such internal control as the directors 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 parent 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 parent company or to cease operations, or have no
realistic alternative but to do so.
auditor’s 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
auditor’s 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.
the extent to which the audit was considered capable
of detecting irregularities, including fraud
Irregularities are instances of non-compliance with laws and
regulations. The objectives of our audit are to obtain sufficient
appropriate audit evidence regarding compliance with laws and
regulations that have a direct effect on the determination of
material amounts and disclosures in the financial statements,
to perform audit procedures to help identify instances of non-
compliance with other laws and regulations that may have a
material effect on the financial statements, and to respond
appropriately to identified or suspected non-compliance with
laws and regulations identified during the audit.
In relation to fraud, the objectives of our audit are to identify and
assess the risk of material misstatement of the financial
statements due to fraud, to obtain sufficient appropriate audit
evidence regarding the assessed risks of material misstatement
due to fraud through designing and implementing appropriate
responses and to respond appropriately to fraud or suspected
fraud identified during the audit.
However, it is the primary responsibility of management, with the
oversight of those charged with governance, to ensure that the
entity’s operations are conducted in accordance with the
provisions of laws and regulations and for the prevention and
detection of fraud.
In identifying and assessing risks of material misstatement in
respect of irregularities, including fraud, the Group audit
engagement team:
• obtained an understanding of the nature of the industry and
sector, including the legal and regulatory framework that the
Group and parent company operate in and how the Group
and parent company are complying with the legal and
regulatory framework;
•
inquired of management, and those charged with governance,
about their own identification and assessment of the risks of
irregularities, including any known actual, suspected or alleged
instances of fraud;
• discussed matters about non-compliance with laws and
regulations and how fraud might occur including assessment
of how and where the financial statements may be susceptible
to fraud.
38
VaRiOUS eateRieS Plc ANNUAL REPORT & FINANCIAL STATEMENTS
StRateGic RePORt
GOVERNANCE
Financial StatementS
The most significant laws and regulations were determined as follows:
legislation / regulation
additional audit procedures performed by the Group audit engagement team included:
UK-adopted iaS, FRS 101 and
companies act 2006
tax compliance regulations
Review of the financial statement disclosures and testing to supporting documentation;
Completion of disclosure checklists to identify areas of non-compliance.
Input from employment tax specialists was obtained in prior year regarding the impact of the
Group’s utilisation of the Coronavirus Job Retention Scheme;
Food Safety and licensing
Consideration of whether any matter identified during the audit required reporting to an
appropriate authority outside the entity.
ISAs limit the required audit procedures to identify non-compliance with these laws and
regulations to inquiry of management and where appropriate, those charged with governance
(as noted above) and inspection of legal and regulatory correspondence, if any.
The areas that we identified as being susceptible to material misstatement due to fraud were:
Risk
audit procedures performed by the audit engagement team:
impairment of: goodwill and
property, plant and equipment
(Group); and intercompany
receivable and investment in
subsidiaries (parent company)
existence of revenue
As set out in key audit matters above.
Agreeing revenue per the financial statements to both electronic point of sale systems and
amounts banked during the year, checking any reconciling items between the two sources.
management override of controls
Testing the appropriateness of journal entries and other adjustments;
• assessing whether the judgements made in making accounting estimates are indicative
of a potential bias; and
• evaluating the business rationale of any significant transactions that are unusual or outside
the normal course of business.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s
website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006.
Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them
in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to
anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have
formed.
William Farren FCA (Senior Statutory Auditor)
For and on behalf of RSM UK Audit LLP, Statutory Auditor
Chartered Accountants
25 Farringdon Street
London
EC4A 4AB
4 March 2022
VaRiOUS eateRieS Plc ANNUAL REPORT & FINANCIAL STATEMENTS
39
We are a community:
Be part of something;
We look out for each other;
We care about our
community
40
VARIOUS EATERIES PLC ANNUAL REPORT & FINANCIAL STATEMENTS
F
I
N
A
N
C
I
A
L
S
T
A
T
E
M
E
N
T
S
VARIOUS EATERIES PLC ANNUAL REPORT & FINANCIAL STATEMENTS
41
42 Consolidated Statement Of Comprehensive Income43 Consolidated Statement Of Financial Position44 Company Statement of Financial Position45 Consolidated Statement Of Changes In Equity46 Company Statement Of Changes In Equity47 Consolidated Statement Of Cash Flows 48 Notes To The Financial Statements72 Advisers CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the 53 weeks ended 3 October 2021
Revenue
Cost of sales
Gross profit / (loss)
Central staff costs
Share-based payments
Insurance claim proceeds
Impairment of intangible assets
Impairment of property, plant and equipment
Loss on disposal of property, plant and equipment
Other expenses
Operating loss
Finance income
Financing costs
Loss before tax
Tax
Loss for the period
Earnings per share
Basic loss per share (pence)
Diluted loss per share (pence)
53 weeks
ended
3 October
2021
£ 000
22,348
(20,729)
1,619
(2,076)
(844)
2,500
–
(610)
(335)
(2,352)
(2,098)
3
(1,645)
(3,740)
–
(3,740)
(4.6)
(4.6)
52 weeks
ended 27
September
2020
£ 000
16,469
(17,516)
(1,047)
(1,901)
–
–
(3,640)
(1,751)
(1,632)
(2,469)
(12,440)
1
(2,003)
(14,442)
–
(14,442)
(116.4)
(116.4)
Note
4
27
14
15
12
7
7
11
13
13
The above results were derived from continuing operations.
There are no items of comprehensive income other than the loss for the period and therefore, no statement of comprehensive income
is presented.
42
VARIOUS EATERIES PLC ANNUAL REPORT & FINANCIAL STATEMENTS
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
as at 3 October 2021
Non-current assets
Intangible assets
Right-of-use assets
Other property, plant and equipment
Current assets
Inventories
Trade receivables
Other receivables
Cash and bank balances
Total assets
Current liabilities
Trade and other payables
Borrowings
Net current (liabilities) / assets
Total assets less current liabilities
Non-current liabilities
Borrowings
Provisions
Total non-current liabilities
Total liabilities
Net assets
Equity
Share capital
Share premium
Merger reserve
Employee benefit trust shares reserve
Retained earnings
Total funds attributable to the equity shareholders of the Company
3 October
2021
£ 000
27 September
2020
£ 000
Note
14
15
15
17
18
18
19
20
21
22
23
24
24
12,841
20,724
15,168
48,733
546
137
1,367
19,716
21,766
70,499
(11,243)
(12,438)
(1,915)
46,818
(22,128)
(357)
(22,485)
(46,166)
24,333
890
52,284
64,736
(5,012)
(88,565)
24,333
12,903
21,049
12,390
46,342
401
248
24,682
893
26,224
72,566
(10,992)
(2,402)
12,830
59,172
(31,482)
(461)
(31,943)
(45,337)
27,229
890
52,284
64,736
(5,012)
(85,669)
27,229
The financial statements of Various Eateries PLC (registration number: 12698869) were approved by the Board and authorised for issue on
4 March 2022.
They were signed on its behalf by:
O Williams
Director
VARIOUS EATERIES PLC ANNUAL REPORT & FINANCIAL STATEMENTS
43
COMPANY STATEMENT OF FINANCIAL POSITION
as at 3 October 2021
Fixed assets
Investments
Current assets
Amounts due from subsidiaries
Other receivables
Total assets
Current liabilities
Trade and other payables
Net current assets
Net assets
Capital and reserves
Share capital
Share premium
Employee benefit trust shares reserve
Retained earnings
Total funds attributable to equity shareholders of the Company
3 October
2021
£ 000
27 September
2020
£ 000
16
18
18
9,325
9,325
40,872
–
40,872
50,197
15,567
23,646
39,213
48,538
20
(1,146)
(478)
24
24
39,726
49,051
890
52,284
(5,012)
889
49,051
38,735
48,060
890
52,284
(5,012)
(102)
48,060
As permitted by section 408 Companies Act 2006, the parent Company’s statement of comprehensive income has not been included in
these financial statements. The profit for the period was £147,000 (2020: £nil).
The financial statements of Various Eateries PLC (registration number: 12698869) were approved by the Board and authorised for issue on
4 March 2022.
They were signed on its behalf by:
O Williams
Director
44
VARIOUS EATERIES PLC ANNUAL REPORT & FINANCIAL STATEMENTS
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the 53 weeks ended 3 October 2021
Attributable to equity
shareholders of the Company
At 29 September 2019
Share-for-share exchange
Debt for equity swap
Shares issued on Initial Public Offering
Other shares issued
Share issue costs
Total transactions with owners
Loss for the period
Total comprehensive loss
At 27 September 2020
Share-based payments
Total transactions with owners
Loss for the period
Total comprehensive loss
At 3 October 2021
Called-up
share capital
£ 000
111
–
238
342
199
–
779
–
–
890
–
–
–
–
Share
premium
account
£ 000
64,736
(64,736)
15,250
24,658
14,285
(1,909)
(12,452)
–
–
Merger
reserve
£ 000
–
64,736
–
–
–
–
64,736
–
–
Employee
benefit trust
shares reserve
£ 000
Retained
earnings
£ 000
–
(71,227)
–
–
–
(5,012)
–
(5,012)
–
–
–
–
–
–
–
–
(14,442)
(14,442)
Total
£ 000
(6,380)
–
15,488
25,000
9,472
(1,909)
48,051
(14,442)
(14,442)
52,284
64,736
(5,012)
(85,669)
27,229
–
–
–
–
–
–
–
–
–
–
–
–
844
844
(3,740)
(3,740)
844
844
(3,740)
(3,740)
890
52,284
64,736
(5,012)
(88,565)
24,333
VARIOUS EATERIES PLC ANNUAL REPORT & FINANCIAL STATEMENTS
45
COMPANY STATEMENT OF CHANGES IN EQUITY
for the 53 weeks ended 3 October 2021
Attributable to equity
shareholders of the Company
At 26 June 2020
Share-for-share exchange
Debt for equity swap
Shares issued on Initial Public Offering
Other shares issued
Share issue costs
Adjustment upon share-for-share exchange
Total transactions with owners
Loss for the period
Total comprehensive loss
At 27 September 2020
Share-based payments
Total transactions with owners
Profit for the period
Total comprehensive income
At 3 October 2021
Called-up
share capital
£ 000
Share
premium
account
£ 000
Employee
benefit trust
shares reserve
£ 000
Retained
earnings
£ 000
–
–
15,250
24,658
14,285
(1,909)
–
52,284
–
–
–
–
–
–
(5,012)
–
–
(5,012)
–
–
–
–
–
–
–
–
(102)
(102)
–
–
Total
£ 000
–
111
15,488
25,000
9,472
(1,909)
(102)
48,060
–
–
52,284
(5,012)
(102)
48,060
–
–
–
–
–
–
–
–
844
844
147
147
889
844
844
147
147
49,051
890
52,284
(5,012)
–
111
238
342
199
–
–
890
–
–
890
–
–
–
–
46
VARIOUS EATERIES PLC ANNUAL REPORT & FINANCIAL STATEMENTS
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF CASH FLOWS
for the 53 weeks ended 3 October 2021
Cash flows from operating activities
Loss for the year
Adjustments to cash flows from non-cash items:
Depreciation and amortisation
Impairment
Loss on disposal of assets and leases
Share-based payments
Finance income
Financing costs
Working capital adjustments:
(Increase) / decrease in inventories
Decrease in trade and other receivables
(Decrease) / increase in accruals, trade and other payables
(Decrease) / increase in provisions
Net cash flow from operating activities
Cash flows from investing activities
Interest received
Purchases of property plant and equipment
Purchase of intangible assets
Proceeds / (Cost) from disposal of property, plant and equipment
Costs on issue of shares
Net cash flows from investing activities
Cash flows from financing activities
Interest paid
Proceeds on issue of shares
Proceeds from borrowings
Principal elements of lease payments
Net cash flows from financing activities
Increase / (decrease) in cash
Opening cash at bank and in hand
Closing cash at bank and in hand
Note
14, 15
14, 15
7
7
17
18
20
23
7
15
14
24
21, 22
53 weeks
ended
3 October
2021
£ 000
52 weeks
ended
27 September
2020
£ 000
(3,740)
(14,442)
3,971
610
335
844
(3)
1,645
3,662
(145)
54
(175)
(104)
3,292
3
(5,059)
–
59
(46)
(5,043)
(1,525)
23,373
–
(1,274)
20,574
18,823
893
19,716
2,832
5,391
1,632
–
(1)
2,003
(2,585)
149
958
1,656
461
639
1
(5,086)
(2)
(109)
(432)
(5,628)
(841)
79
5,700
(890)
4,048
(941)
1,834
893
VARIOUS EATERIES PLC ANNUAL REPORT & FINANCIAL STATEMENTS
47
NOTES TO THE FINANCIAL STATEMENTS
1 General information
Various Eateries PLC, ‘the Company’, and its subsidiaries (together ‘the Group’) are engaged in the operation of restaurants and hotels in
London and the South of England.
The Company is a public company limited by shares whose shares are publicly traded on the AiM Market of the London Stock Exchange
and is incorporated and domiciled in the United Kingdom under the Companies Act 2006 and are registered in England and Wales.
The registered address of the Company is 20 St Thomas Street, London, SE1 9RS.
2 Accounting policies
Basis of preparation
The principal accounting policies adopted in the preparation of the financials statements of the Group which have been applied
consistently to all periods presented, are set out below.
The directors (the ‘Directors’) of Various Eateries PLC are responsible for the financial statements. 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 adjustments in the next period are disclosed in note 3 on page 53.
The consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards
in conformity with the requirements of the Companies Act 2006 applicable to companies reporting under IFRS and IFRIC
interpretations. The Company has elected to prepare its parent company financial statements in accordance with FRS 101.
The financial statements have been prepared on an historical cost basis. Monetary amounts in these financial statements are rounded
to the nearest whole £1,000, except where otherwise indicated.
As permitted by FRS 101, the Company has taken advantage of the disclosure exemptions available under that standard in relation to
presentation of a company statement of profit or loss and cash flow statement, standards not yet effective, impairment of assets, related
party transactions, remuneration of key management personnel, and the disclosures required by IFRS 7 Financial Instrument
Disclosures.
Basis of consolidation
The consolidated financial statements incorporate those of Various Eateries PLC and all of its subsidiaries (i.e. entities that the Group
controls through its power to govern the financial and operating policies so as to obtain economic benefits). All financial statements are
made up to 3 October 2021.
All intra-Group transactions, balances and unrealised gains on transactions between Group companies are eliminated on consolidation.
Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Going concern
In adopting the going concern basis for preparing the financial statements for the year ended 3 October 2021, the Directors have
considered the business model, as set out on page 12, the Group’s principal risks and uncertainties as set out on page 17 as well as taking
into account the current cash position and potential facilities.
Based on the Group’s cash flow forecasts and projections, the Board is satisfied that the Group will be able to operate within the level of
its facilities for the foreseeable future. In making this assessment, the directors have made a specific analysis of the impact of both
Covid-19 and Brexit, whilst taking into account the renewal of the Deep Discounted Bond post year end (as detailed in note 30, post
balance sheet events). Even allowing for a full period of closure for twelve months from when the financial statements are authorised for
issue, the Board are comfortable the Group would have the required cash to continue trading. For this reason, the Board considers it
appropriate for the Group to adopt the going concern basis in preparing its financial statements.
Revenue
Revenue represents net invoiced sales of food and beverages, hotel accommodation and room hire excluding value added tax. Revenue
is recognised when the goods have been provided.
Rental income
Rental income from subletting right-of-use assets is recognised on a straight line basis over the term of the relevant lease. It is netted off
against rental costs and is recognised within cost of sales.
48
VARIOUS EATERIES PLC ANNUAL REPORT & FINANCIAL STATEMENTS
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Goodwill
Goodwill relates to acquired sites and is initially measured at cost (being the excess of the aggregate of the consideration transferred and
the amount recognised for non-controlling interests) and any previous interest held over the net identifiable assets acquired and
liabilities assumed. The company is taking the option to not restate any balances prior to the opening balance sheet for the purpose of
the financial statements. If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the Group
re-assesses whether it has correctly identified all of the assets acquired and all of the liabilities assumed and reviews the procedures used
to measure the amounts to be recognised at the acquisition date. If the reassessment still results in an excess of the fair value of net
assets acquired over the aggregate consideration transferred, then the gain is recognised in the income statement.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. The goodwill is tested annually for
impairment.
Intangible assets (other than goodwill)
Intangible assets acquired separately from a business combination are recognised at cost and are subsequently measured at cost less
accumulated amortisation and accumulated impairment losses. Intangible assets acquired on business combinations are recognised
separately from goodwill at the acquisition date if the fair value can be measured reliably.
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives of 4 years on a
straight line basis.
Property, plant and equipment
Property, plant and equipment are stated at cost net of accumulated depreciation and accumulated impairment losses. Cost comprises
of purchase cost together with any incidental costs of acquisition.
Depreciation is provided to write down the cost less the estimated residual value of all tangible fixed assets by equal instalments over
their estimated useful economic lives on a straight-line basis. The following rates are applied:
Asset class
Right of use assets
Depreciation method and rate
Life of lease
Freehold property – Land
Not depreciated
Freehold property – Buildings
Over 50 years
Leasehold improvements
Life of lease
Furniture, fittings and equipment
14.29% – 33.33% per annum
Assets under construction
Not depreciated
IT equipment
20% – 33.33% per annum
The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect
of any changes in estimate accounted for on a prospective basis. Property, plant and equipment are tested for impairment if indications
of impairment are present.
Work-in-progress relates to capital expenditure on sites that have not started trading.
Inventories
Raw materials and consumables are valued at the lower of cost and net realisable value. Cost is based on latest contracted purchase cost.
Financial instruments
The Group classifies financial instruments, or their component parts, on initial recognition as a financial asset, a financial liability or an
equity instrument in accordance with the substance of the contractual arrangement. Financial instruments are recognised on trade
date when the Group becomes a party to the contractual provisions of the instrument. Financial instruments are recognised initially at
fair value plus, in the case of a financial instrument not at fair value through profit and loss, transaction costs that are directly attributable
to the acquisition or issue of the financial instrument. Financial instruments are derecognised on the trade date when the Group is no
longer a party to the contractual provisions of the instrument.
Non-derivative financial instruments
Non-derivative financial instruments comprise trade and other receivables, cash and cash equivalents, loans and borrowings and trade
and other payables. All financial instruments held are classified at amortised cost.
VARIOUS EATERIES PLC ANNUAL REPORT & FINANCIAL STATEMENTS
49
2 Accounting policies continued
Trade and other receivables and trade and other payables
Trade and other receivables are recognised initially at transaction price less attributable transaction costs. Trade and other payables are
recognised initially at transaction price plus attributable transaction costs. Subsequent to initial recognition they are measured at
amortised cost using the effective interest method, less any expected credit losses in the case of trade receivables. If the arrangement
constitutes a financing transaction, for example if payment is deferred beyond normal business terms, then it is measured at the present
value of future payments discounted at a market rate of interest for a similar debt instrument.
Interest bearing borrowings
Interest-bearing borrowings are recognised initially at the present value of future payments discounted at a market rate of interest.
Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost using the effective interest method, less any
impairment losses.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances held at bank, call deposits, cash on hand and cash in transit.
Impairment of intangible assets and property, plant and equipment
At each reporting end date, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is
any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is
estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of
an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows
are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money
and the risks specific to the asset for which the estimates 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 (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised
estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have
been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an
impairment loss is recognised immediately in profit or loss.
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Tax payable is based on taxable profit. Taxable profit differs from net profit as reported in the statement of profit or loss because it
excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or
deductible. Any liability for current tax is calculated using tax rates that have been enacted at the balance sheet date.
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the
financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally
recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable
profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if
the temporary difference arises from the initial recognition of goodwill or from the initial recognition (other than in a business
combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. The carrying
amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that
sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised based
on tax laws and rates that have been enacted or substantively enacted at the balance sheet date. Deferred tax is charged or credited in
the consolidated profit and loss account, except when it relates to items charged or credited in other comprehensive income, in which
case the deferred tax is also dealt with in other comprehensive income.
The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the
Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax
liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax
assets and liabilities on a net basis.
50
VARIOUS EATERIES PLC ANNUAL REPORT & FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS continued STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Current and deferred tax are recognised in the consolidated profit or loss, except when they relate to items that are recognised in other
comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive
income or directly in equity respectively.
Employee benefits
Post-retirement benefits
The Group operates defined contribution plans for its employees. A defined contribution plan is a post-employment benefit plan under
which the Group pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts.
Obligations for contributions to defined contribution pension plans are recognised as an expense in the periods during which services
are rendered by employees.
Termination benefits
Termination benefits are recognised immediately as an expense when the Group is demonstrably committed to terminate the
employment of an employee or to provide termination benefits.
Leases
The Group leases a number of properties in various locations around the UK from which it operates.
All leases are accounted for by recognising a right-of-use asset and a lease liability except for:
• Leases of low value assets; and
• Leases with a duration of twelve months or less.
Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term, with the discount
rate determined by reference to the rate inherent in the lease unless (as is typically the case) this is not readily determinable, in which
case the Group’s incremental borrowing rate on commencement of the lease is used. This is 4.5% (2020: 4.5%). Variable lease payments
are only included in the measurement of the lease liability if they depend on an index or rate. In such cases, the initial measurement of
the lease liability assumes the variable element will remain unchanged throughout the lease term. Other variable lease payments, such
as those linked to turnover, are expensed in the period to which they relate.
On initial recognition, the carrying value of the lease liability also includes:
• Amounts expected to be payable under any residual value guarantee;
The exercise price of any purchase option granted in favour of the Group if it is reasonably certain to exercise that option; and
•
• Any penalties payable for terminating the lease, if the term of the lease has been estimated on the basis of the termination option
being exercised.
Right-of-use assets are initially measured at the amount of the lease liability, reduced for any lease incentives received, and increased for:
• Lease payments made at or before commencement of the lease;
•
•
Initial direct costs incurred; and
The amount of any provision recognised where the Group is contractually required to dismantle, remove or restore the leased asset
(typically leasehold dilapidations).
Subsequent to initial measurement lease liabilities increase as a result of interest charged at a constant rate on the balance outstanding
and are reduced for lease payments made. Right-of-use assets are depreciated on a straight-line basis over the remaining term of the
lease or over the remaining economic life of the asset if, rarely, this is judged to be shorter than the lease term. Right-of-use assets are
tested for impairment if indications of impairment are present.
When the Group revises its estimate of the term of any lease (because, for example, it re-assesses the probability of a lessee extension or
termination option being exercised), it adjusts the carrying amount of the lease liability to reflect the payments to be made over the
revised term, which are discounted at the same discount rate that applied on lease commencement. The carrying value of lease
liabilities is similarly revised when the variable element of future lease payments dependent on a rate or index is revised. In both cases an
equivalent adjustment is made to the carrying value of the right-of-use asset, with the revised carrying amount being depreciated over
the remaining (revised) lease term.
VARIOUS EATERIES PLC ANNUAL REPORT & FINANCIAL STATEMENTS
51
2 Accounting policies continued
Leases continued
Lease modifications change the scope of the lease or change the consideration for the lease by comparison with that detailed in the
original terms and conditions of the contract. If the modifications, in substance, mean that the original lease has been terminated and a
new lease created, then the revised terms are accounted for as a new lease. Where modifications do not need to be accounted for as a
separate lease, the amount recognised for the lease liability and the right-of-use asset is revisited to reflect the updated terms and
conditions of the contract.
Finance income and financing costs
Financing expenses comprise interest payable, finance charges on shares classified as liabilities and finance leases recognised in profit or
loss using the effective interest method, and net foreign exchange losses that are recognised in the Statement of Comprehensive
Income.
Financing income includes interest receivable on funds invested.
Interest income and interest payable are recognised in the Statement of Comprehensive Income as they accrue, using the effective
interest method.
Investments
In the separate financial statements of the Company, interests in subsidiaries are initially measured at cost and subsequently measured
at cost less any accumulated impairment losses. Interests in subsidiaries are assessed for impairment at each reporting date. Any
impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
Government grants
During the period, the Group has received grants from the UK Government in relation to the Coronavirus Job Retention Scheme and
business rates relief. The income from these grants has been offset against the expense to which they relate.
Standards issued but not yet effective:
The following standards and interpretations relevant to the Group are in issue but are not yet effective and have not been applied in the
financial statements. In some cases these standards and guidance have not been endorsed for use in the United Kingdom.
Standard / interpretation
Content
Applicable for financial
period beginning on / after
IAS 1 Classification of liabilities as current
or non-current
IAS 1 Presentation of financial statements
and IFRS Practice Statement 2 making
materiality judgements-disclosure of
accounting policies
IAS 8 Definition of accounting estimates
IAS 12 Deferred tax related to assets and
liabilities arising from a single transaction
Annual improvements to IFRS Standards
2018–2020
In January 2020, the IASB issued amendments to
paragraphs 69 to 76 of IAS 1 to specify the requirements
for classifying liabilities as current or non-current.
The amendments change the requirements in IAS 1
with regard to disclosure of accounting policies.
The amendments replace all instances of the term
‘significant accounting policies’ with ‘material
accounting policy information’.
The amendments replace the definition of a change in
accounting estimates with a definition of accounting
estimates. Under the new definition, accounting
estimates are “monetary amounts in financial statements
that are subject to measurement uncertainty”.
The amendments introduce a further exception from the
initial recognition exemption. Under the amendments, an
entity does not apply the initial recognition exemption for
transactions that give rise to equal taxable and deductible
temporary differences. Following the amendments to IAS
12, an entity is required to recognise the related deferred
tax asset and liability.
The annual improvements include amendments to four
Standards: IFRS 1 First-time adoption of International
Financial Reporting Standards, IFRS 9 Financial
Instruments, IFRS 16 Leases, and IAS 41 Agriculture.
2 October 2023
2 October 2023
2 October 2023
2 October 2023
3 October 2022
52
VARIOUS EATERIES PLC ANNUAL REPORT & FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS continued STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Standard / interpretation
Content
IFRS 3 Reference to the conceptual
framework
IAS 16 Property, plant and equipment:
proceeds before intended use
Interest rate benchmark reform: Phase 2
In May 2020, the IASB issued amendments to IFRS 3
Business Combinations – Reference to the Conceptual
Framework.
In May 2020, the IASB issued property, plant and
equipment: proceeds before intended use, which
prohibits entities deducting from the cost of an item of
property, plant and equipment any proceeds from selling
items produced while bringing that asset to the location
and condition necessary for it to be capable of operating
in the manner intended by management.
The amendments address issues that might affect IFRS 9,
IAS 39, IFRS 7, IFRS 4 and IFRS 16 as a result of the reform
of an interest rate benchmark
Applicable for financial
period beginning on / after
3 October 2022
3 October 2022
4 October 2021
The Group has not yet assessed the impact of these new or amended Accounting Standards and Interpretations.
3 Critical accounting judgements and key sources of estimation uncertainty
The preparation of the financial statements requires the Directors to make estimates and judgements that affect the reported amounts
of assets, liabilities, costs and revenue. Actual results could differ from these estimates. Information about such judgements and
estimates is contained in individual accounting policies. The judgements, estimates and associated assumptions are based on historical
experience and other factors that are considered to be relevant.
The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have
a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are
addressed below:
Key judgement – determining the rate used to discount lease payments
At the commencement date of property leases the lease liability is calculated by discounting the lease payments. The discount rate used
should be the interest rate implicit in the lease. However, if that rate cannot be readily determined, which is generally the case for
property leases, the lessee’s incremental borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the
funds necessary to obtain an asset of similar value to the right of use asset in a similar economic environment with similar terms, security
and conditions. The discount rate applied to the Group’s leases under the portfolio approach is 4.5%. A 0.5% increase in the discount rate
to 5% will result in a decrease in net present value of the total lease liability of £648,000 in 2021 (2020: £731,000). A 0.5% decrease in
discount rate to 4% results in increase in the net present value of the total lease liability of £683,000 in 2021 (2020: £771,000).
Key estimate – impairment of goodwill, other intangibles and property, plant and equipment
Determining whether goodwill, other intangibles and plant, property and equipment are impaired requires an estimation of the
recoverable amount of the cash-generating units (“CGUs”) to which goodwill, other intangibles and tangible fixed assets have been
allocated. The value in use calculation requires estimation of future cash flows expected to arise from the cash generating unit and a
suitable discount rate in order to calculate present value. Details of cash generating units as well as further information about the
assumptions made are disclosed in notes 14 and 15.
4 Revenue
An analysis of the Group’s total revenue (including sublease rental income shown within cost of sales) which all originates in the UK is
as follows:
Sale of goods
Accommodation and room hire
Sub-let rental income
53 weeks
ended
3 October
2021
£ 000
52 weeks
ended
27 September
2020
£ 000
20,212
2,111
25
22,348
16,469
–
55
16,524
VARIOUS EATERIES PLC ANNUAL REPORT & FINANCIAL STATEMENTS
53
5 Segmental Reporting
IFRS 8 “Operating Segments” requires operating segments to be based on the Group’s internal reporting to its Chief Operating Decision
Maker (“CODM”). The CODM is regarded as the Chief Executive Officer together with other Board Members who receive financial
information at a site-by-site level. During the period ended 27 September 2020, the Group traded in one business segment (operating
non-members clubs and restaurants, the “Restaurant Segment”) and these sites met the aggregation criteria set out in paragraph 12 of
IFRS 8. Economic indicators assessed in determining that the aggregated operating segments share similar economic characteristics
include expected future financial performance, operating and competitive risks and return on investment.
Following the acquisition of two hotel entities in September 2020 (see note 6) these have been deemed to represent a separate
operating segment (“Hotel Segment”) and hence the table below shows these for the 53 weeks ended 3 October 2021 (2020: n/a) where
the group now operates in two segments.
Revenue
Trading sites EBITDA (before impact of IFRS 16)
Pre-opening costs
Impact of IFRS 16
Total EBITDA (IFRS 16)
Depreciation and amortisation
Loss on disposal property, plant and equipment
Impairment of right of use assets
Financing costs
Insurance claim proceeds
Share-based payments
Profit / (loss) before tax
Tax
Profit / (loss) for the period
Restaurant
segment
£ 000
20,212
2,897
(295)
1,182
3,784
–
-
–
–
2,500
–
6,284
–
6,284
Hotel
segment
£ 000
2,111
Other
unallocated
£ 000
Total
£ 000
25
22,348
(18)
(3,804)
–
1,200
1,182
–
-
–
–
–
–
1,182
–
1,182
–
–
(3,804)
(3,971)
(335)
(610)
(1,642)
–
(844)
(11,206)
–
(11,206)
(925)
(295)
2,382
1,162
(3,971)
(335)
(610)
(1,642)
2,500
(844)
(3,740)
–
(3,740)
6 Business Combinations
In the 53 weeks ended 3 October 2021, the Group undertook no acquisitions.
In the prior period, on 15 September 2020, the Group acquired 100% of the equity instruments of Rare Bird Hotels at Sonning Limited
(“RBH Sonning”) and Rare Bird Hotels at Streatley Limited (“RBH Streatley”), thereby obtaining control of both companies. The
companies were incorporated in 2020 for the purpose of acquiring the trade and certain assets of The Great House at Sonning Limited
and Rare Bird Hotels Limited respectively, which are related parties of the Group (see note 28). The acquisitions were made to bring the
full operations of each of the hotel locations, where Coppa Club sites are based, into the Group prior to the Initial Public Offering.
Fair value of consideration transferred
Amount settled via equity issue from the Company
Recognised amounts of identifiable net assets
Right of use assets (note 15)
Property, plant and equipment (note 15)
Intangible assets (note 14)
Total non-current assets
Inventories
Trade and other receivables
Cash and bank balances
Trade and other payables
Lease liabilities
Identifiable net (liabilities) / assets
Goodwill on acquisition
RBH
Sonning
£ 000
RBH
Streatley
£ 000
2,329
6,987
5,285
169
125
5,579
1
212
110
(626)
(5,309)
(33)
2,362
6,246
325
125
6,696
16
420
79
(615)
(6,274)
322
6,665
54
VARIOUS EATERIES PLC ANNUAL REPORT & FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS continued STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
6 Business Combinations continued
The acquisitions were settled via issue of equity from the Company, 3,174,603 and 9,523,809 ordinary shares for RBH Sonning and RBH
Streatley respectively (see also note 24).
The Group assessed the fair value of identifiable intangible assets as £250,000 relating to the Rare Bird Hotels brand name, split evenly
between the acquired businesses. The goodwill of £9,027,000 arising from the acquisitions consists primarily of growth expectations,
expected future profitability, and expected cost synergies. Goodwill has been allocated to the hotel segment.
Results for the acquired businesses were not consolidated into the Group results for the period ended 27 September 2020 due to the
proximity of acquisition date to the reporting date, though assets and liabilities were consolidated into the consolidated statement of
financial position as at 27 September 2020.
7 Finance income / financing costs
Interest income on bank deposits
Total finance income
Financing costs on bank overdraft and borrowings
Lease liability interest
Foreign exchange loss
Total financing costs
Net financing costs
53 weeks
ended
3 October
2021
£ 000
52 weeks
ended
27 September
2020
£ 000
3
3
(537)
(1,108)
–
(1,645)
(1,642)
1
1
(1,348)
(654)
(1)
(2,003)
(2,002)
VARIOUS EATERIES PLC ANNUAL REPORT & FINANCIAL STATEMENTS
55
8 Auditor’s remuneration
Audit of the financial statements
Other fees to auditor
Services in relation to Initial Public Offering
53 weeks
ended
3 October
2021
£ 000
52 weeks
ended
27 September
2020
£ 000
138
–
–
100
115
115
Audit fees for the 53 weeks ended 3 October 2021 includes £13,000 in respect of the 2020 audit. Audit fees for the 52 weeks ended
27 September 2020 includes £23,000 in respect of the 2019 audit.
9 Staff numbers and costs
The average monthly number of employees (including directors) was:
Operational staff
The average monthly number of employees (being directors) of the Company was 7 (2020: 7).
Their aggregate remuneration comprised:
Wages and salaries
Social security costs
Other pension costs (see note 25)
Share-based payments
Other employee costs
Grant income – CJRS
53 weeks
ended
3 October
2021
52 weeks
ended
27 September
2020
599
506
53 weeks
ended
3 October
2021
£ 000
52 weeks
ended
27 September
2020
£ 000
11,824
898
179
844
94
(3,091)
10,748
10,080
777
178
–
83
(2,846)
8,272
56
VARIOUS EATERIES PLC ANNUAL REPORT & FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS continued STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
10 Directors’ remuneration
The Directors’ remuneration for the period in respect of services to the Group, was as follows:
Remuneration
Employer pension contribution
In respect of the highest paid director:
Remuneration
Employer pension contribution
11 Tax
Tax expense
Tax expense
Corporation tax
Total current income tax
Tax expense in the income statement
Corporation tax is calculated at 19% (2020: 19%) of the estimated taxable loss for the period.
The charge for the period can be reconciled to the Group’s loss as follows:
Loss before tax
Corporation tax at standard rate 19% (2020: 19%)
Fixed asset differences
Expenses not deductible
Remeasurement of deferred tax for changes in tax rates
Movement in deferred tax not recognised
Total tax charge
53 weeks
ended
3 October
2021
£ 000
52 weeks
ended
27 September
2020
£ 000
444
8
452
324
7
331
53 weeks
ended
3 October
2021
£ 000
52 weeks
ended
27 September
2020
£ 000
181
5
186
150
4
154
53 weeks
ended
3 October
2021
£ 000
52 weeks
ended
27 September
2020
£ 000
–
–
–
–
–
–
53 weeks
ended
3 October
2021
£ 000
52 weeks
ended
27 September
2020
£ 000
(3,740)
(14,442)
(711)
236
311
(3,049)
3,213
–
(2,744)
992
405
(676)
2,023
–
No account has been taken of the potential deferred tax asset of £12,705,000 (2020: £9,885,000) calculated at 25% (2020: 19%) and
representing losses carried forward and short term timing differences, owing to the uncertainty over the utilisation of the losses available.
VARIOUS EATERIES PLC ANNUAL REPORT & FINANCIAL STATEMENTS
57
12 Other expenses
Depreciation and amortisation
AGA (release of provision) / provision (note 23)
IPO related costs
Restructuring costs
Other central costs
53 weeks
ended
3 October
2021
£ 000
52 weeks
ended
27 September
2020
£ 000
389
(104)
–
–
2,067
2,352
235
461
285
167
1,321
2,469
13 Earnings per share
Basic loss per share is calculated by dividing the loss attributable to equity shareholders by the weighted average number of shares
outstanding during the year. There were no potentially dilutive ordinary shares outstanding as at the periods ended 3 October 2021
and 27 September 2020.
Loss for the year after tax
Basic and diluted weighted average number of shares
Basic loss per share (pence)
Diluted loss per share (pence)
14 Intangible assets
Group
Cost or valuation
At 27 September 2020
Additions
At 3 October 2021
Amortisation
At 27 September 2020
Charge for the period
At 3 October 2021
Carrying amount 3 October 2021
3 October
2021
£ 000
27 September
2020
£ 000
(3,740)
82,143,398
(4.6)
(4.6)
(14,442)
12,403,859
(116.4)
(116.4)
Brand
£ 000
Goodwill
£ 000
Trademarks,
patents &
licenses
£ 000
2,912
–
2,912
2,662
62
2,724
188
26,019
–
26,019
13,391
–
13,391
12,628
25
–
25
–
–
–
25
Total
£ 000
28,956
–
28,956
16,053
62
16,115
12,841
58
VARIOUS EATERIES PLC ANNUAL REPORT & FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS continued STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Cost or valuation
At 29 September 2020
Additions
Acquired through business combination
At 27 September 2020
Amortisation
At 29 September 2019
Impairment
At 27 September 2020
Carrying amount 27 September 2020
Brand
£ 000
2,662
–
250
2,912
2,662
–
2,662
250
Goodwill
£ 000
16,992
–
9,027
26,019
9,751
3,640
13,391
12,628
Trademarks,
patents &
licenses
£ 000
23
2
–
25
–
–
–
25
Total
£ 000
19,677
2
9,277
28,956
12,413
3,640
16,053
12,903
Brand relates to registered brand names and is amortised over an estimated useful economic life of 4 years. The brand names that were
acquired through business combinations were not amortised during the period ended 27 September 2020 due to the proximity of
acquisition date to the reporting date.
Goodwill is not amortised, but an impairment test is performed annually by comparing the carrying amount of the goodwill to its
recoverable amount. The recoverable amount is represented by the greater of the individual CGU’s fair value less costs of disposal and
its value-in-use.
Group goodwill
Carrying amount
At 29 September 2019
Acquired through business combinations
Impairment
At 27 September 2020 and at 3 October
2021
Tavolino
Riverside
£ 000
Strada
Southbank
£ 000
Strada
Dockside
£ 000
Rare Bird
Hotels at
Sonning
Limited
£ 000
Rare Bird
Hotels at
Streatley
Limited
£ 000
4,033
–
(1,424)
3,146
–
(2,154)
62
–
(62)
–
2,418
–
–
6,609
–
Total
£ 000
7,241
9,027
(3,640)
2,609
992
–
2,418
6,609
12,628
Tavolino Riverside, Strada Southbank and Strada Dockside are included within the restaurant operating segment. Rare Bird Hotels at
Sonning Limited and Rare Bird Hotels at Streatley Limited together make up the hotel operating segment.
Restaurant segment
The key assumptions for the value-in-use calculations are those regarding the discount rate, trading forecasts and growth rates. A pre-tax
discount rate of 12.0% was used (2020: 12.8%), based on the Group’s WACC and comparable businesses in the sector. Cash flows in line with
3 year forecasts were used, which incorporate a reasonably foreseeable, as at 3 October 2021, future impact of the Covid-19 pandemic and
assumptions concerning the rate at which site level cash flows will recover. Cash flows beyond the forecast period are extended out to the
end of the lease terms at a 2% growth rate. The key assumption for the fair value calculations is the multiple applied to site EBITDA. A multiple
of 5 times site EBITDA was used (2020: 5 times) based on expected market value if the sites were to be sold as individual trading businesses.
Impairment testing resulted in no impairment of goodwill due to the recoverable amount, being value-in-use, at 3 October 2021 being
higher than the goodwill recognized in the restaurant segment.
Given the global pandemic and its ongoing impact on the UK hospitality sector there is particular sensitivity to the forecasts prepared
in connection with the impairment review as at 3 October 2021. The estimate of recoverable amount for the restaurant segment is
particularly sensitive to the discount rate and trading forecast assumptions. If the discount rate used is increased by 2%, the forecast 3 year
total EBITDA is reduced by 10%, and the terminal growth rate reduced by 1%, an impairment loss of £220,000 for the period ended
3 October 2021 would have to be recognised against goodwill (2020: £856,000). Management is not currently aware of any other
reasonably possible changes to key assumptions that would cause a unit’s carrying amount to exceed its recoverable amount.
VARIOUS EATERIES PLC ANNUAL REPORT & FINANCIAL STATEMENTS
59
14 Intangible assets continued
Hotel segment
The key assumptions for the value-in-use calculations are those regarding the discount rate, trading forecasts and growth rates. A
pre-tax discount rate of 12.0% was used (2020: 12.8%), based on the Group’s WACC and comparable businesses in the sector. Cash flows in
line with 3 year forecasts were used, which incorporate a reasonably foreseeable, as at 3 October 2021, future impact of the Covid-19
pandemic and assumptions concerning the rate at which site level cash flows will recover. Cash flows beyond the forecast period are
extended at a terminal growth rate of 2%. The key assumption for the fair value calculations is the multiple applied to site EBITDA. A
multiple of 9 times site EBITDA was used (2020: 9 times) based on expected market value if the entities were to be sold as individual
trading businesses.
Impairment testing resulted in no requirement to reduce the carrying value of goodwill in 2021 as the recoverable amounts of the CGUs,
based on value-in-use estimates, were £12,464,000 for Rare Bird Hotels at Sonning Limited (2020: £14,469,000) and £17,648,000 for Rare
Bird Hotels at Streatley Limited (2020: £24,184,000). The headroom of recoverable amount over goodwill is £10,327,000 and £11,809,000
respectively (2020: £12,328,000 and £18,345,000).
The estimate of recoverable amount for the hotel segment is sensitive to the discount rate, trading forecast assumptions and terminal
growth rate. If the discount rate used is increased by 2%, the forecast 3 year total EBITDA is reduced by 10%, and the terminal growth rate
reduced by 1%, the headroom reduces to £6,653,000 for Rare Bird Hotels at Sonning Limited (2020: £8,505,000) and £6,607,000 for Rare
Bird Hotels at Streatley Limited (2020: £11,940,000). Management is not currently aware of any other reasonably possible changes to key
assumptions that would cause a unit’s carrying amount to exceed its recoverable amount.
Company
The Company has no intangible assets.
15 Property, plant and equipment
Group
Cost or valuation
At 27 September 2020
Additions
Disposals
Transfers
At 3 October 2021
Depreciation
At 27 September 2020
Charge for the period
Eliminated on disposal
Impairment loss
At 3 October 2021
Carrying amount
3 October 2021
Right of use
assets
£ 000
Freehold
property
£ 000
Leasehold
improvements
£ 000
Furniture,
fittings and
equipment
£ 000
Assets
under
construction
£ 000
IT equipment
£ 000
Total
£ 000
26,907
2,308
–
–
29,215
5,858
2,023
–
610
8,491
1,795
17
–
482
2,294
–
–
–
–
–
7,860
2,088
(701)
567
9,814
1,436
374
(54)
–
1,756
5,942
1,404
(1,404)
61
6,003
3,551
1,267
(1,727)
–
3,091
1,171
1,336
(60)
(1,111)
1,336
–
–
–
–
–
1,432
215
(65)
1
1,583
823
244
(52)
–
1,015
45,107
7,368
(2,230)
–
50,245
11,668
3,909
(1,833)
610
14,353
20,724
2,294
8,058
2,912
1,336
568
35,892
60
VARIOUS EATERIES PLC ANNUAL REPORT & FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS continued STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
15 Property, plant and equipment continued
Cost or valuation
At 29 September 2019
Adjustment relating to prior
periods
Additions
Acquired through business
combination
Disposals
Transfers
At 27 September 2020
Depreciation
At 29 September 2019
Adjustment relating to prior
periods
Charge for the period
Eliminated on disposal
Impairment loss
At 27 September 2020
Carrying amount
27 September 2020
Right of use
assets
£ 000
Freehold
property
£ 000
Leasehold
improvements
£ 000
Furniture,
fittings and
equipment
£ 000
Assets
under
construction
£ 000
IT equipment
£ 000
Total
£ 000
19,038
–
8,499
4,972
105
1,311
33,925
–
707
–
1,795
11,532
(4,370)
–
26,907
4,832
–
1,272
(1,862)
1,616
5,858
–
–
–
1,795
–
–
–
–
–
–
801
72
–
(2,383)
871
7,860
1,391
548
403
(1,909)
537
5,942
–
2,605
–
(102)
(1,437)
1,171
1,609
2,550
771
431
(1,510)
135
1,436
1,420
902
(1,321)
–
3,551
–
–
–
–
–
–
74
66
90
(138)
29
1,432
2,266
5,793
12,025
(8,902)
–
45,107
604
9,595
75
227
(83)
–
823
2,272
2,832
(4,776)
1,751
11,668
21,049
1,795
6,424
2,391
1,171
609
33,439
The Group’s leasehold premises and improvements are stated at cost, being the fair value at the date of acquisition, plus any additions at
cost less any subsequent accumulated depreciation. Work in progress relates to capital expenditure on sites that have not started trading.
Depreciation is charged to cost of sales in the Statement of Comprehensive Income for property, plant and equipment in use at the
trading leasehold premises. Depreciation on property, plant and equipment used by central functions is charged to other expenses in
the Statement of Comprehensive Income.
At the period end an exercise was undertaken to review and determine the assets still in use by the Group. An adjustment relating to
prior periods was made to the cost and accumulated depreciation brought forward to re-instate fully depreciated items that had been
removed from the note previously. There was no material impact on the income statement.
The assets acquired through business combination comprise the fair value of the property, plant and equipment of Rare Bird Hotels at
Sonning Limited and Rare Bird Hotels at Streatley Limited, acquired by the Group in September 2020.
Rental income from subletting right-of-use assets is recognised on a straight line basis over the term of the relevant lease. It is netted
against rental costs and is recognised within cost of sales (2020: £55,000, 2021: £41,000).
The Group has determined that each site in the restaurant operating segment, and each of the companies in the hotel operating
segment are separate CGUs for impairment testing purposes. Each CGU is tested for impairment at the balance sheet date if there exists
at that date any indicators of impairment. Losses incurred by the Group pre Covid-19 as well as the ongoing Covid-19 pandemic are
considered indicators of potential impairment, accordingly all CGUs have been tested for impairment by comparing the carrying
amount of the assets to recoverable amount. The recoverable amount is represented by the greater of the individual CGU’s fair value less
costs of disposal and its value-in-use.
VARIOUS EATERIES PLC ANNUAL REPORT & FINANCIAL STATEMENTS
61
15 Property, plant and equipment continued
Restaurant segment
The key assumptions for the value-in-use calculations are those regarding the discount rate, trading forecasts and growth rates. A
discount rate of 12.0% was used (2020: 12.0%), based on the Group’s WACC and comparable businesses in the sector. Cash flows in line
with 3 year forecasts were used, which incorporate an impact of the Covid-19 pandemic and assumptions concerning the rate at which
site level cash flows will recover. Cash flows beyond the forecast period are extended out to the end of the lease terms at a 2% growth
rate. The key assumption for the fair value calculations is the multiple applied to site EBITDA. A multiple of 5 times site EBITDA was used
(2020: 5 times) based on expected market value if the sites were to be sold as individual trading businesses.
Impairment testing resulted in the reduction of carrying amount to recoverable amount, being value-in-use, for one CGU – in 2021, with
the full charge recognised against the restaurant segment. The charge was £610,000 against right-of-use asset at Strada Dockside.
The estimate of recoverable amount for the restaurant segment is particularly sensitive to the trading forecast assumptions. If the
discount rate used is increased by 2%, the forecast 3 year total EBITDA is reduced by 10%, and the terminal growth rate reduced by 1%, a
further impairment loss of £63,000 for the period ended 3 October 2021 would have to be recognized against right of use assets.
Management is not currently aware of any other reasonably possible changes to key assumptions that would cause a unit’s carrying
amount to exceed its recoverable amount.
Hotel segment
As a result of the headroom identified during the goodwill impairment testing of the hotel operating segment (see note 14), no
impairment charge is required in respect of the hotel segment.
Company
The Company has no property, plant and equipment.
62
VARIOUS EATERIES PLC ANNUAL REPORT & FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS continued STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
16 Investments
Group subsidiaries
Name of subsidiary
Various Eateries
Holdings Limited*
Principal activity
Holding company
Rare Bird Hotels at
Sonning Limited*
Hotels and similar
accommodation
Rare Bird Hotels at
Streatley Limited*
Hotels and similar
accommodation
VEL Property
Holdings Limited
Buying and selling of
own real estate
SCP Sugar Limited
Holding company
Country of incorporation
and registered office
United Kingdom
20 St Thomas Street,
London, SE1 9RS
United Kingdom
20 St Thomas Street,
London, SE1 9RS
United Kingdom
20 St Thomas Street,
London, SE1 9RS
United Kingdom
20 St Thomas Street,
London, SE1 9RS
United Kingdom
20 St Thomas Street,
London, SE1 9RS
Proportion of ownership interest
and voting rights held
by the Group
2021
100%
2020
100%
100%
100%
100%
100%
100%
100%
100%
100%
Various Eateries Trading
Limited
Licensed restaurants
United Kingdom
100%
100%
Noci Islington Limited
Dormant
Coppa Club (Haslemere)
Limited
Dormant
Coppa Club Limited
Dormant
Coppa Limited
Dormant
20 St Thomas Street,
London, SE1 9RS
United Kingdom
20 St Thomas Street,
London, SE1 9RS
United Kingdom
20 St Thomas Street,
London, SE1 9RS
United Kingdom
20 St Thomas Street,
London, SE1 9RS
United Kingdom
20 St Thomas Street,
London, SE1 9RS
*indicates direct investment of the Company; other companies are held by direct subsidiaries
Summary of investments in subsidiaries
At start of financial period
Additions
At end of financial period
100%
100%
–
–
100%
100%
100%
100%
3 October
2021
£ 000
27 September
2020
£ 000
9,325
–
9,325
–
9,325
9,325
There were no additions in the period. The additions in the prior period reflect the share for share exchange by which Various Eateries
PLC acquired the entire issued share capital of Various Eateries Holdings Limited on 27 August 2020 (£9,000), and the acquisition of Rare
Bird Hotels at Sonning Limited and Rare Bird Hotels at Streatley Limited on 15 September 2020 (£9,316,000, see note 6).
VARIOUS EATERIES PLC ANNUAL REPORT & FINANCIAL STATEMENTS
63
17 Inventories
Food and drink
Consumables
Group
Company
3 October
2021
£ 000
27 September
2020
£ 000
3 October
2021
£ 000
27 September
2020
£ 000
234
312
546
178
223
401
–
–
–
–
–
–
Inventories recognised as an expense in the period totalled £5,078,000 (2020: £4,509,000).
18 Trade and other receivables
Trade receivables
Receivables from subsidiaries
Prepayments
Other receivables
Group
Company
3 October
2021
£ 000
27 September
2020
£ 000
3 October
2021
£ 000
27 September
2020
£ 000
137
–
579
788
1,504
248
–
317
24,365
24,930
–
40,872
–
–
40,872
–
15,567
–
23,646
39,213
All of the trade receivables were non-interest bearing, receivable under normal commercial terms, and the directors do not consider
there to be any material expected credit loss. The directors consider that the carrying value of trade and other receivables approximates
to their fair value.
Other receivables includes £nil (2020: £23,523,000 in respect of net IPO share issue proceeds).
19 Cash and bank balances
Cash and bank balances
20 Trade and other payables
Trade payables
Payables to subsidiaries
Accrued expenses
Social security and other taxes
Other payables
Lease liabilities due in less than one year
Group
Company
3 October
2021
£ 000
27 September
2020
£ 000
3 October
2021
£ 000
27 September
2020
£ 000
19,716
893
–
–
Group
Company
3 October
2021
£ 000
27 September
2020
£ 000
3 October
2021
£ 000
27 September
2020
£ 000
1,544
–
5,028
923
906
2,842
2,621
–
3,813
988
1,186
2,384
–
1,146
–
–
–
–
11,243
10,992
1,146
–
432
46
–
–
–
478
64
VARIOUS EATERIES PLC ANNUAL REPORT & FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS continued
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
21 Current borrowings
Borrowings from related parties
Group
Company
3 October
2021
£ 000
27 September
2020
£ 000
3 October
2021
£ 000
27 September
2020
£ 000
12,438
2,402
–
–
Borrowings from related parties classed as payable within 12 months includes two deep discounted bond instruments issued by VEL
Property Holdings Limited and by Various Eateries Trading Limited.
The deep discounted bond instrument issued by VEL Property Holdings Limited was issued in January 2021, the subscription amount
was £2,438,000, the nominal value £2,584,000, and the final redemption date is 14 January 2022. The discount is recognised between
subscription and redemption date, resulting in £105,000 of accrued financing costs as at the reporting date.
The deep discounted bond instrument issued by Various Eateries Trading Limited was in September 2020 as part of a capital restructure
(see note 24), with a subscription price of £8,962,000, a nominal value of £9,515,000, and a term of 19 months. The discount is recognised
between subscription and redemption date resulting in £349,000 of accrued financing costs at the reporting date. The balance of
£1,038,000 (2020: £1,038,000) under the August 2019 loan agreement matures in April 2022, bears cash settled interest at 3.75% above
LIBOR (2020: cash settled interest at 3.75% above LIBOR), and contains an EBITDA multiple covenant first tested in September 2020 that
has been waived until April 2022.
22 Non-current borrowings
Borrowings from related parties
Lease liabilities due after more than one year
Group
Company
3 October
2021
£ 000
27 September
2020
£ 000
3 October
2021
£ 000
27 September
2020
£ 000
–
22,128
22,128
10,000
21,482
31,482
–
–
–
–
–
–
The loans and borrowings classified as financial instruments are disclosed in note 26.
The Group’s exposure to market and liquidity risk in respect of loans and borrowings is disclosed in the financial instruments note.
23 Provisions for liabilities
Group
Authorised Guarantee Agreements (“AGAs”)
At start of financial period
Release of provision in the year
At end of financial period
53 weeks
ended
3 October
2021
£ 000
461
(104)
357
The provision relates to the annual rental cost of three (2020: four) previously operated sites that have been disposed of via assignment of
lease and include Authorised Guarantee Agreements (“AGAs”) as part of the assignment arrangement (see also note 31).
The provision related to one site was released in the year following a new lease resulting in the potential cost being removed.
VARIOUS EATERIES PLC ANNUAL REPORT & FINANCIAL STATEMENTS
65
24 Share capital and share premium
Authorised, allotted, called-up and fully paid shares
Ordinary shares of £0.01 each
Movements in ordinary share capital
At incorporation
Share subdivision
Share-for-share exchange
Share conversion
Issue of shares on IPO
Issue of other shares
Balance
Date
26 June 2020
27 August 2020
27 August 2020
18 September 2020
25 September 2020
18 September 2020
3 October 2021
3 October 2021
27 September 2020
No. 000
89,008
£ 000
890
No. 000
89,008
£ 000
890
Shares Nominal value
£ 000
1
99
11,111,011
23,809,522
34,246,576
19,841,268
89,008,477
£1.00
£0.01
£0.01
£0.01
£0.01
£0.01
–
–
111
238
342
198
890
There were no movements in ordinary share capital in the period ended 3 October 2021
Ordinary shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the Company in proportion to the
number of and amounts paid on the shares held. The fully paid ordinary shares have a par value of £0.01 and the company does not have
a limited amount of authorised capital.
Share-for-share exchange
The Company was incorporated on 26 June 2020 with one ordinary share of £1.00. On 27 August 2020 the shareholders of Various
Eateries Holdings Limited (‘VEHL’) exchanged their ordinary shares in VEHL for ordinary shares in the Company.
Share conversion
On 18 September 2020, the Group carried out a pre-AIM float capital restructure in the form of a debt for equity swap whereby deep
discounted bond instruments issued by Various Eateries Trading Limited in 2020 and a proportion of the balance under the August 2019
loan agreement were repaid via equity issued by the Company. The reduction of debt was achieved by way of issue of a new deep
discounted bond instrument by Various Eateries Trading Limited (see note 22) and successive novation of £15,488,000 of the balance
upwards through the Group. The intercompany balance created by this novation makes up a proportion of the receivables from subsidiaries
disclosed in note 18.
Issue of shares
The shares issued on 18 September 2020 includes 12,698,412 shares issued as consideration for the purchase of the entire issued ordinary
share capital of Rare Bird Hotels at Sonning Limited and Rare Bird Hotels at Streatley Limited (see note 6), and 5,809,523 shares issued
under a share-based payment scheme (see note 27).
25 Retirement benefit schemes
Group personal pension scheme
The Group operates Group personal pension schemes for all qualifying employees. The assets of the schemes are held separately from
those of the Group.
The total cost charged to income of £179,000 (2020: £178,000) represents contributions payable to these schemes by the Group at rates
specified in the rules of the schemes. As at 3 October 2021, contributions of £26,000 (2020: £23,000) due in respect of the current
reporting period had not been paid over to the schemes.
26 Financial instruments
Group
Financial assets – loans and receivables
Cash at bank and in hand
Trade and other receivables
3 October
2021
£ 000
27 September
2020
£ 000
19,716
925
20,641
893
24,613
25,506
66
VARIOUS EATERIES PLC ANNUAL REPORT & FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS continued STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
26 Financial instruments continued
Group
Reconciliation of liabilities arising from financing activities
At start of financial period
New borrowings
Interest charge
Repayments during the period
At end of financial period
Lease liabilities
£ 000
23,866
2,307
1,108
(2,311)
Other
borrowings
£ 000
12,402
36
–
–
24,970
12,438
Total
£ 000
36,268
2,343
1,108
(2,311)
37,408
Valuation methods and assumptions
Trade receivables are all due for settlement in less than one year. The Directors consider that the carrying amount of trade and other
receivables is approximately equal to their fair value due to their short term nature.
Financial liabilities at amortised cost
Trade and other payables
Borrowings from related parties
3 October
2021
£ 000
27 September
2020
£ 000
32,447
12,438
44,885
31,486
12,402
43,888
Valuation methods and assumptions
The Directors consider that the carrying amount of trade and other payables is approximately equal to their fair value due to their short
term nature. The fair value of financial liabilities is estimated by discounting the remaining contractual maturities at the current market
interest rate that is available for similar financial liabilities.
Fair value hierarchy
The tables above detail the company’s assets and liabilities disclosed at fair value. Using a three level hierarchy, based on the lowest level
of input that is significant to the entire fair value measurement, all assets and liabilities shown above are considered to be level 3:
“Unobservable inputs for the asset or liability”. There were no transfers between levels during the financial period.
Financial risk management and impairment of financial assets
The Group’s activities expose it to a variety of financial instrument risks. The risk management policies employed by the Group to
manage these risks are discussed below. The primary objectives of the financial instrument risk management function are to establish
risk limits, and then ensure that exposure to risks stay within these limits.
Capital risk management
The Company’s objectives when managing capital is to safeguard its ability to continue as a going concern, so that it can provide returns
for shareholders and benefits for other stakeholders and to maintain an optimum capital structure to reduce the cost of capital.
Capital is regarded as total equity, as recognised in the statement of financial position, plus net debt. Net debt is calculated as total
borrowings less cash and cash equivalents.
In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return
capital to shareholders, issue new shares or sell assets to reduce debt.
The Company is subject to certain financing arrangements covenants and meeting these is given priority in all capital risk management
decisions. There have been no events of default on the financing arrangements during the financial period.
Credit risk management
The Group’s credit risk is attributable to trade and other receivables and cash with the carrying amount best representing the maximum
exposure to credit risk. The Group places its cash with banks with high quality credit standings. Trade and other receivables relate to day
to day activities which are entered into with creditworthy counterparties.
VARIOUS EATERIES PLC ANNUAL REPORT & FINANCIAL STATEMENTS
67
26 Financial instruments continued
Market risk management
The Group’s activities expose it to economic factors, the Directors closely monitor market conditions and consider any impact on the
Group’s existing strategy.
Interest rate risk management
The Group is exposed to interest rate risk as the Group’s borrowings have an interest rate of 3.75% above LIBOR.
Liquidity risk management
Liquidity risk arises from the Group’s management of working capital and the finance charges and principal repayments on its debt
instruments. It is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due.
Management review cashflow forecasts on a regular basis to determine whether the Group has sufficient cash reserves to meet future
working capital requirements and to take advantage of business opportunities.
Remaining contractual maturities
The following tables detail the company’s remaining contractual maturity for its financial instrument liabilities. The tables have been
drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the financial liabilities are
required to be paid. The tables include both interest and principal cash flows disclosed as remaining contractual maturities and therefore
these totals may differ from their carrying amount in the statement of financial position.
2020
Non-derivatives
Non-interest bearing
Trade payables
Other payables
Borrowings – Deep Discounted Bond
Interest-bearing
Borrowings – loan
Lease liability
2021
Non-derivatives
Non-interest bearing
Trade payables
Other payables
Borrowings – Deep Discounted Bond
Interest-bearing
Borrowings – loan
Lease liability
Weighted
average
interest rate
%
1 year or less
£ 000
Between
1 and 2
years
£ 000
Between
2 and 5
years
£ 000
Over 5 years
£ 000
Remaining
contractual
maturities
£ 000
–
–
–
2,621
4,999
2,438
–
–
9,515
–
–
–
–
–
–
2,621
4,999
11,953
3.75%
+ LIBOR
4.5%
–
2,526
1,038
2,666
12,584
13,219
–
8,015
8,015
–
19,487
19,487
1,038
32,694
53,305
Weighted
average
interest rate
%
1 year or less
£ 000
Between
1 and 2
years
£ 000
Between
2 and 5
years
£ 000
Over 5 years
£ 000
Remaining
contractual
maturities
£ 000
–
–
–
1,544
5,934
12,099
–
–
–
–
–
–
–
–
–
1,544
5,934
12,099
3.75%
+ LIBOR
4.5%
1,038
2,970
23,585
–
2,999
2,999
–
8,627
8,627
–
18,387
18,387
1,038
32,983
53,598
The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually disclosed above.
68
VARIOUS EATERIES PLC ANNUAL REPORT & FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS continued STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
27 Share-based payments
As at 3 October 2021, the Group maintained three separate share-based payment scheme for employee remuneration (2020: one):
• Various Eateries Joint Share Ownership Scheme (“JSOP Scheme 1”)
• Various Eateries Joint Share Ownership Scheme (“JSOP Scheme 2”)
• Various Eateries Company Share Option Plan (“CSOP”)
JSOP Scheme 1 – Options granted on 18 September 2020
In accordance with IFRS 2 “Share-based Payment”, the value of the awards is measured at fair value at the date of the grant. The fair
value is expensed on a straight-line basis over the vesting period, based on management’s estimate of the number of shares that will
eventually vest. A charge of £818,000 (2020: £nil) has been recognised in the income statement by the Group in the period ended 3
October 2021.
The JSOP is part of the remuneration package of the Group’s senior management. Participants in this scheme have to be employed
until the end of the agreed vesting period. Upon vesting, the holder is entitled to purchase ordinary shares at the market price
determined at grant date.
Outstanding at 27 September 2020
Granted
Outstanding at 3 October 2021
Exercisable at 3 October 2021
JSOP (Scheme 1)
Number of
shares
Exercise price
per share (£)
5,809,523
–
5,809,523
–
0.73
–
0.73
–
The fair value of these options granted was determined using a Black-Scholes model. The following principal assumptions were used in
the valuation:
Grant date
Vesting period ends
Share price at date of grant
Volatility
Option life
Dividend yield
Risk-free investment rate
Fair value per option at grant date
Exercise price at date of grant
Exercisable from / to
Remaining contractual life
JSOP
18 September 2020
31 August 2022
£0.73
66.98%
1.95 years
0.00%
(0.13)%
£0.26
£0.73
31 August 2022 / 31 August
2030
0.92 years
The historical volatility has been calculated based on the share returns of four comparators for a period preceding the valuation date
equal to the initial expected term of the options, i.e. a period of 1.92 years. The total estimated fair value of the options granted on
18 September 2020 to be recognised over the vesting period is £1,531,000.
VARIOUS EATERIES PLC ANNUAL REPORT & FINANCIAL STATEMENTS
69
27 Share-based payments continued
JSOP Scheme 2 – Options granted on 11 May 2021
A charge of £20,000 (2020: £nil) has been recognised in the income statement by the Group in the period ended 3 October 2021.
The JSOP is part of the remuneration package of the Group’s senior management. Participants in this scheme have to be employed
until the end of the agreed vesting period. Upon vesting, the holder is entitled to purchase ordinary shares at the market price
determined at grant date.
Outstanding at 27 September 2020
Granted
Outstanding at 3 October 2021
Exercisable at 3 October 2021
Grant date
Vesting period ends
Share price at date of grant
Volatility
Option life
Dividend yield
Risk-free investment rate
Exercise price at date of grant
Exercisable from / to
Remaining contractual life
JSOP (scheme 2)
Number of
shares
Exercise price
per share (£)
–
360,000
360,000
–
–
1.09
1.09
–
JSOP
11 May 2021
Various
£1.03
64.17%
3.89
0.00%
0.24%
£1.09
31 March 2025 / 31 March 2026
3.89 years
The historical volatility has been calculated based on the share returns of four comparators for a period preceding the valuation date
equal to the initial expected term of the options, i.e. a period of 3.89 years. The total estimated fair value of the options granted on 11 May
2021 to be recognised in expenses over the vesting period is £192,685.
CSOP – Options granted on 11 May 2021
A charge of £6,000 (2020: £nil) has been recognised in the income statement by the Group in the period ended 3 October 2021.
Outstanding at 27 September 2020
Granted
Outstanding at 3 October 2021
CSOP
Number of
shares
Exercise price
per share (£)
–
92,402
92,402
–
1.09
1.09
The fair value of the options is estimated at the date of grant using a Black-Scholes valuation method. The total estimated fair value of
the options granted during the year on 11 May 2021 to be recognised over the vesting period is £44,999.
70
VARIOUS EATERIES PLC ANNUAL REPORT & FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS continued STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
28 Related party transactions
Transactions with related parties include management charges for services provided by Osmond Capital Limited, which has common
shareholders with controlling influence with the Company, of £200,000 (2020: £390,000). In addition, H E M Osmond is the principal
lender of the £10,000,000 borrowings (2020: £10,000,000) and a shareholder with controlling influence of Xercise2 Limited which is a
significant shareholder of the Company.
As at 3 October 2021, there was £20,275 (2020: £397,000) of accrued cash interest payable on borrowings from related parties, of which
£nil was due to Xercise2 Limited (2020: £341,000).
Remuneration of key management personnel
The remuneration of the Directors of the Company and its subsidiaries and other key management, who are the key management
personnel of the Group, is set out below in aggregate for each of the categories specified in IAS 24 “Related Party Disclosures”.
Salaries and other short term employee benefits
Employers national insurance contributions
Post-employment benefits
During the period, the Company entered into the following trading transactions with related parties:
53 weeks
ended
3 October
2021
£ 000
52 weeks
ended
27 September
2020
£ 000
716
88
15
819
600
75
12
687
SCP Newbury Manor Limited
Osmond Capital Limited
The Great House at Sonning Limited
Rare Bird Hotels Limited
CCO Cygnet Limited
Mudlark Hotels Limited
53 weeks ended
3 October 2021
52 weeks ended
27 September 2020
Purchase of
Goods /
services
£ 000
Sale of
Goods /
services
£ 000
Purchase of
Goods /
Services
£ 000
Sale of
Goods /
Services
£ 000
15
200
657
–
748
–
1,620
–
–
–
–
–
–
–
–
–
364
491
–
–
855
–
–
351
281
–
29
661
The following amounts were outstanding at the statement of financial position date:
3 October 2021
27 September 2020
Amounts
owed to
related
parties
£ 000
Amounts
owed by
related
parties
£ 000
Amounts
owed to
related
parties
£ 000
Amounts
owed by
related
parties
£ 000
The Great House at Sonning Limited
Rare Bird Hotels Limited
CCO Cygnet Limited
Mudlark Hotels Limited
1
–
–
–
1
53
119
–
–
172
–
–
–
2
2
VARIOUS EATERIES PLC ANNUAL REPORT & FINANCIAL STATEMENTS
–
–
–
38
38
71
28 Related party transactions continued
SCP Newbury Manor Limited, Osmond Capital Limited, The Great House at Sonning Limited, Rare Bird Hotels Limited, CCO Cygnet
Limited and Mudlark Hotels Limited are related parties of the Group because they have common shareholders with controlling
influence with the Group. The trade and certain assets of The Great House at Sonning Limited and Rare Bird Hotels Limited were
acquired by newly incorporated operating companies in August 2020, Rare Bird Hotels at Sonning Limited and Rare Bird Hotels at
Streatley Limited respectively. The entire issued share capital of these companies was subsequently acquired by the Company in
September 2020.
Sales and purchases of goods and services between the related parties were made at market prices discounted to reflect the
relationships between the parties.
The amounts outstanding are unsecured and will be settled in cash. No guarantees have been given or received. No provisions have
been made for doubtful debts in respect of the amounts owed by related parties.
29 Controlling party
The ultimate controlling party of the Company is H E M Osmond.
30 Post balance sheet events
Coppa Club Putney
In November 2021, the Group opened its newest site at Putney.
VEL Property Holdings Limited funding
Within current liabilities at the year end, there was a deep discounted bond instrument with a nominal value of £2,584,000 and a final
redemption date of 14 January 2022. In January 2022, this was replaced by a new deep discounted bond instrument with a nominal
value of £2,791,022 and a final redemption date of 14 January 2023.
Various Eateries Trading Limited funding
Within current liabilities (note 21), is a deep discounted bond due to be redeemed in April 2022. On 24 February 2022, a deep discounted
bond instrument, with a nominal value of £9,515,000 and a final redemption date of April 2023, was issued to replace the existing deep
discounted bond.
Grant of share options
On 17 January 2022, the company issued options over 990,440 shares to various directors.
31 Contingent liabilities
Authorised Guarantee Agreements
There are 9 (2020: 9) previously operated sites that have been disposed of via assignment of lease and include Authorised Guarantee
Agreements (‘AGAs’) as part of the assignment arrangement. There is a risk that the sites would be returned if the assigned leaseholders
were to default on their contractual obligations with their respective landlords, the risk of which has been heightened as a result of the
coronavirus (Covid-19) outbreak. The total annual rental cost for these sites is £663,000, of which £357,000 (2020: £461,000) has been
provided for (see note 23).
CJRS claim
The Group made material claims under the CJRS schemes during the period (and prior period) to support the business through the
pandemic. Given multiple changes to the rules governing the schemes, as well as the degree of complexity in the various rules, the
Group undertook an external review of past claims to confirm their validity. The directors are of the opinion that claims made to date are
valid and materially correct and so do not consider the likelihood of material outflow as a result of this review to be probable.
72
VARIOUS EATERIES PLC ANNUAL REPORT & FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS continued STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
ADVISERS
NOMINATED ADVISER AND BROKER
WH Ireland Limited
24 Martin Lane
London
EC4R 0DR
INDEPENDENT AUDITOR
RSM UK Audit LLP
25 Farringdon Street
London
EC4A 4AB
SOLICITORS TO THE COMPANY
Irwin Mitchell LLP
40 Holborn Viaduct
London
EC1N 2PZ
PUBLIC RELATIONS
Alma PR
71–73 Carter Lane
London
EC4V 5EQ
VARIOUS EATERIES PLC ANNUAL REPORT & FINANCIAL STATEMENTS
73
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VARIOUS EATERIES PLC
REGISTERED OFFICE:
20 St. Thomas Street
Runway East
London
SE1 9RS
www.variouseateries.co.uk