AT TH E H EART OF TH E COM M U N ITY
FOR TH E 52 WEEKS EN DED 31 MARCH 2014
Our strategy is clear: we are focused on
developing and growing an estate of premium
pubs, primarily in London and the south east,
with a clear emphasis on managed operations.
We will continue to invest to maintain our
premium position. We are looking to acquire
further managed houses, either packages or
individual sites, to increase the size of both
our Young’s and Geronimo operations.
Contents
Strategic report
Chairman’s statement
Chief executive’s review
How we performed
Principal risks and uncertainties
Business and financial review
Directors’ report
Our board
Committees
Other disclosures
Preparation and disclaimer
3
5
6
8
10
16
18
19
20
Financial statements
Independent auditor’s report
Group income statement
Statements of comprehensive income
Balance sheets
Statements of cash flow
Group statement of changes in equity
Parent company statement of changes
in equity
Notes to the financial statements
Five year review
Shareholder information
Notice of meeting
Explanatory notes to the notice of meeting
Young’s pubs and hotels
Senior personnel, committees and advisers
Shareholder information
21
22
23
24
25
26
27
28
56
57
61
62
64
64
Financial highlights
2014
£000
2013
£000
%
CHANGE
REV ENUE
210,768
193,677
+8.8
ADJUSTED OPERATING PROFIT (1)
33,255
28,935
+14.9
OPERATING PROFIT
32,644
27,126
+20.3
ADJUSTED PROFIT BEFORE TAX (1)(2)
27,171
23,224
+17.0
PROFIT BEFORE TAX (2)
26,560
21,415
+24.0
ADJUSTED BASIC EARNINGS PER SHARE (1)(2) 42.74p
36.34p
+17.6
BASIC EARNINGS PER SHARE (2)
45.68p
33.78p
+35.2
DIVIDEND PER SHARE
(interim and recommended final)
15.52p
14.63p
+6.1
NET ASSETS PER SHARE (3)
£7.86
£6.94
+13.3
All of the results above are from continuing operations.
(1) Reference to an “adjusted” item means that item has been adjusted to exclude exceptional items (see note 9).
(2) Where applicable the comparative figures for 2013 have been restated as a result of the adoption of the revisions to IAS 19
Employee benefits (see note 2).
(3) Net assets per share are the group’s net assets divided by the shares in issue at the period end.
YOUNG & CO.’S BREWERY, P. L .C. ANNUAL REPORT 2014
1
2
YOUNG & CO.’S BREWERY, P. L .C. ANNUAL REPORT 2014
Chairman’s statement
Strategic report
Directors’ report
Financial statements
Shareholder information
Nicholas Bryan
Chairman
+8.8%
Revenue
+6.7%
Managed house
like-for-like revenue
+17.0%
Adjusted profit
before tax
further, both through acquisitions
that either add to or complement our
existing estate, and through extending
our reach into cities and affluent
market towns in the south and south
east where we believe our premium
offer will fit comfortably.
The coming year will see acquisitions
made during the last year feed through
to our numbers and see our hotel
offering expand further with recently-
developed accommodation coming on
stream. There is increasing confidence,
and evidence, that the economic
recovery is here to stay, and I believe
that we are uniquely positioned to
deliver a high quality, differentiated
and diverse offer as consumer
sentiment continues to improve.
A great many people play a part
in Young’s success, not least our
customers, the teams in our pubs, our
operational staff, my board colleagues,
and, of course, our shareholders. All
deserve my sincere thanks.
N I C H O L A S B RYAN
Chairman
21 May 2014
Another very
successful and positive
year for Young’s
Our clear strategy of maintaining and
operating a premium and well-invested
pub estate, focused on London and
the south east, has seen us grow our
revenues 8.8% in the year, and deliver
strong like-for-like growth of 6.7%.
Growth has been achieved across both
Young’s and Geronimo, and is proof
of the strength and complementary
nature of the two brands that we
operate. Profits, once adjusted for
exceptional items, have grown by
17.0% to £27.2 million.
This year we have been able to invest
£33.6 million in the business whilst
managing to reduce our net debt.
Once more it is this investment, which
serves to underline our determination
to maintain our premium positioning
and to differentiate our estate from the
many operators who, by necessity or
choice, reined back on such investment
during the recessionary years.
Alongside this high quality estate, the
quality of the teams in our pubs sets
us apart. It is a measure of their talent
and creativity that they consistently find
innovative ways to attract and delight
our discerning customers. The quality
of the Young’s team is something of
which I am very proud.
We are constantly looking to grow as
a company, and the investment we
have made in our estate has been
achieved whilst maintaining a strong
balance sheet. We are therefore in a
very strong position to grow our estate
YOUNG & CO.’S BREWERY, P. L .C. ANNUAL REPORT 2014
3
4
YOUNG & CO.’S BREWERY, P. L .C. ANNUAL REPORT 2014
Strategic report
Directors’ report
Financial statements
Shareholder information
In an exciting and highly competitive
market we have two subtly different
premium offerings, the Young’s
managed and Geronimo brands. We
have pubs across London including
some of the best riverside locations
along the Thames, and we have
a particularly strong presence in
south west London, with many pubs
that are particularly vibrant during
the Boat Race, Wimbledon and
international rugby matches. We also
have a small but quality presence
in high-footfall locations such as
Heathrow, St Pancras and the two
Westfield shopping centres, which
we would like to grow. In addition,
we continue to invest heavily in our
hotel offering, creating very high
quality boutique rooms. Amidst all
this variety however, there is one
common strand: ours are premium,
well invested pubs run by teams
who aim to play a pivotal role in the
communities in which they operate,
maintaining our traditional values
in an environment that appeals to
today’s consumers.
We have ambitions to expand and
enhance our estate further. We
continue to seek out opportunities
to buy single sites that fit with our
existing estate, to extend into those
cities and market towns in the south
and south east where our premium
offering will find a natural home, and
to acquire packages of pubs that add
further to the depth, richness and
variety that already exists.
Chief executive’s review
OVERVI EW
This has been another very successful
year for Young’s. Revenue increased
by 8.8% to £210.8 million, with
another period of strong like-for-like
managed house growth, across both
Young’s and Geronimo of 6.7% in
total. This follows like-for-like sales
in the two previous years of 6.0%
and 4.6%. Adjusted operating profit
increased 14.9% to £33.3 million.
Adjusted profit before tax was up
17.0% at £27.2 million and adjusted
basic earnings per share increased
17.6% to 42.74 pence. The business
generated strong operating cash flow
of £47.3 million and we ended the
year with net debt of £112.0 million
(2013: £112.6 million).
W E LL P O S ITI O N E D, W E LL
I NVE STE D AN D G ROW I N G
Our concentration on London and the
south east, where the recovery is most
pronounced, is a real advantage, and
we also benefit from our very clear
positioning at the premium end of the
market. There are clear signs that the
improving economic picture is leading
to increased confidence amongst
our customers; we have seen this in
footfall and in spending patterns, with
customers trading up in both drink and
food. This, combined with the warmer
summer, helped us achieve an excellent
start, even when compared with the
Olympic and Jubilee effect of 2012.
The strong performance continued
throughout the remainder of the year
despite the wettest winter on record.
There is real depth, richness and variety
to our estate. We have maintained a
consistently high level of investment
throughout the economic cycle. We
accelerated this last year, investing
£33.6 million with a record £19.8
million being invested on improving
our existing pubs. We also acquired
two new managed houses, the Weyside
(a riverside pub in Guildford) and the
King’s Head (a theatre pub in Islington).
In addition we acquired three new
tenancies, the New Inn (Ealing), Royal
Oak (Bethnal Green) and the Clapham
North. Our total estate now comprises
242 pubs and hotels.
Stephen Goodyear
Chief Executive
Managed houses
128
(2013: 125)
Geronimo Inns
35
(2013: 34)
S P E C I A L I N S T R U C T I O N S
I M A G E S I N A / W
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ARTWORK
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P R I N T C O L O U R S
F O N T S U S E D I N A / W
A P P R O V A L
N.B. The colours on this artwork run out are for colour indication only.
Refer to listed Pantone (PMS) specification or attached swatches
where applicable for true colour representation.
SCALE MM: THIS RULER MEASURES 100MM WHEN ARTWORK IS 100%
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Young’s
Gill McLaren
YOU145/05
Ram Pub Company
Full Colour
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Christie Nelson
Illustrator CS5.1
jkr-operations (FOGRA39)
13/05/14
CLIENT
CONTACT
JOB NUMBER
PROJECT
DESIGN
DESIGNER / ARTWORKER
PRODUCTION CONTACT
AW APPLICATION
COLOUR PROFILE
DATE
Tenanted houses
79
PL EA SE N OT E IF VIEWI NG TH IS A RT WOR K A S A PD F IT M A Y N OT
BE T O SC A LE. TH E S CA L E OPP OSIT E WIL L GIV E A N IN D ICA T ION
OF T HE RE DU C TIO N
All artwork is approved by jkr as of the date given.
Please double check ALL details with client prior to final production.
ANY changes made after this date are the responsibility of the client.
• HELVETICA LT BOLD (LEGEND)
• DELTA
A /C ma na gement
Production
Date
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D ate
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(2013: 78)
YOUNG & CO.’S BREWERY, P. L .C. ANNUAL REPORT 2014
5
How we performed
We measure the development, performance and position of our business against a number of key indicators.
Revenue £M
This is our total group revenue,
including both managed and tenanted
businesses.
210.8
193.7
179.0
Like for like revenue %
This is our revenue growth for this
period compared with the previous
period for our managed pubs and
hotels that traded throughout
both periods.
6.0
6.7
4.6
7
6
5
4
3
2
1
0
RevPAR £
This is the our revenue per available
bedroom; it is the average room rate
achieved multiplied by the occupancy
percentage.
53
52
51
50
49
48
47
52.02
48.85
49.26
2012
2013
2014
2012
2013
2014
2012
2013
2014
EBITDA £M
This is our adjusted earnings before
interest, taxes, depreciation and
amortisation by business segment.
Adjusted profit before tax £M
This is our profit before tax on
continuing operations only, adjusted
to exclude any exceptional items for
the group.
Adjusted earnings per share pence
This is our adjusted profit before tax,
but after tax has been deducted,
divided by the weighted average
number of ordinary shares in issue.
44.9
39.8
38.3
27.2
21.3
23.2
30
25
20
15
10
5
0
42
40
38
36
34
32
30
42.74
36.34
33.41
2012
2013
2014
2012
2013
2014
2012
2013
2014
Gearing %
This is our net debt divided by our net
assets (expressed as a percentage).
Interest cover (times)
This is our adjusted operating profit
divided by our finance costs.
Recycling tonnes
This is the amount of waste we recycle
and divert from landfill.
37.2
33.6
29.5
5.6
4.9
4.3
6
5
4
3
2
1
0
40
30
20
10
0
3,065
2,219
2,313
2012
2013
2014
2012
2013
2014
2012
2013
2014
6
YOUNG & CO.’S BREWERY, P. L .C. ANNUAL REPORT 2014
220
210
200
190
180
170
160
46
44
42
40
38
36
34
40
30
20
10
0
Strategic report
Directors’ report
Financial statements
Shareholder information
S O U N D LY F I NAN C E D,
AS S ET BAC K E D AN D
P RO G R E S S IVE D IVI D E N D
P O LI CY
During the year we successfully secured
new long-term banking facilities, and
with current gearing of 29.5%, we
are in a strong position from which to
pursue our growth ambitions.
We remain as committed as ever
to a progressive dividend policy.
On the basis of our strong trading
performance, sound financial position
and confidence in the outlook,
the board is recommending a
final dividend of 8.07 pence per
share, a 6.0% increase, resulting
in a total dividend for the year of
15.52 pence (2013: 14.63 pence).
This final dividend, if approved, is
expected to be paid on 10 July 2014
to shareholders on the register at the
close of business on 6 June 2014.
This would be the 17th consecutive
year of dividend growth.
O UTLO O K
The strong performance achieved in
the year under review has continued
into the current period and we
continue to see evidence that the
consumer backdrop is improving.
Managed house revenue in the first
seven weeks of the new financial year
was up 8.5% in total and 7.2% on a
like-for-like basis.
The current year will benefit from a full
year’s trade from the five new acquired
pubs, the re-launched Bull’s Head
(Barnes) and the 43 recently developed
bedrooms. These will more than offset
the loss of the Tin Goose, a Geronimo
pub in Heathrow’s Terminal One,
which like the terminal itself is due to
close at the end of the summer.
Overall, the consistently high level of
investment in our estate combined
with the hard work put in by our
teams across the group, is clearly
paying off. This once coupled with
the steadily improving economic
news flow gives us every reason to be
confident that the current year will be
another positive one for Young’s.
Without the talent, commitment and
passion of our colleagues across
the group none of this success and
confidence in the future would be
possible. I, and my colleagues on
the board, greatly appreciate all that
they do.
We are confident that our strategy,
when combined with our strong
financial profile and progressive
dividend policy, will continue to deliver
superior returns to our shareholders.
STE P H E N G O O DYE AR
Chief Executive
21 May 2014
YOUNG & CO.’S BREWERY, P. L .C. ANNUAL REPORT 2014
7
Principal risks and uncertainties
The principal risks and uncertainties facing the group are listed below. It is not an exhaustive list of all significant risks
and uncertainties; some may currently be unknown and others currently regarded as immaterial could turn out to be
material. Further information on the group’s financial risk management objectives and policies are set out in note 22,
starting on page 45.
RiSk/UNCERTAiNTY
POTENTiAL iMPACT
MiTiGATiON
A reduction in our
revenue could lead to
lower growth rates.
Our revenue is largely
dependent on consumer
spending in our managed houses.
A consumer’s decision of if and
where to spend his or her money can
be affected by a broad range of matters
(including confidence in the economy,
fears of terrorist activity, improved
awareness of the potential adverse
health consequences associated with
misuse of alcohol and the weather),
all set against a background of an
ever-increasing choice of where to
go and what to do.
Our pubs and hotels are spread throughout
southern England, albeit the majority are
within the M25. Through them we provide an
hospitable and welcoming home from home,
often at the heart of their local community.
They benefit from customer-focussed designs,
high service standards, quality food and
market-leading drinks, all things that matter
to the discerning consumer. By having a mix
of excellent riverside, garden and city pubs
and hotels, we seek to address the impact
of seasonality and changes in consumers
spending habits.
Various factors may result in
the amount we pay for our key
supplies (including food, drink,
gas and electricity) being increased,
making our offering potentially less
attractive to consumers if they are
passed on.
Increased costs will have
an impact on our margins
and result in lower profits.
A reduction in our revenue
could also lead to lower
growth rates.
Fixed-price arrangements are in place with
some of our food and drink suppliers.
Regarding utilities, we continually look at
ways of reducing our levels of consumption;
we also regularly review our energy needs
and price changes in the market, and, where
appropriate, we make forward purchases.
The pub industry is subject to a
variety of taxes, including business
taxes, duty on alcoholic beverages
and property rates.
The introduction of new
taxes and/or increases in the
rates of existing taxes will
result in lower profits.
Through our membership of the British
Beer and Pub Association, we seek to
ensure that appropriate action is taken
to minimise this risk.
D
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M
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N
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N
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I
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We operate a defined benefit
pension scheme, the Young
& Co.’s Brewery, P.L.C. Pension
Scheme, which has to be funded to
meet agreed benefit payments. The
value of the scheme, and therefore
its funding, is subject to changes in
life expectancy assumptions, lower than
anticipated performances of the stock
market and by reduced bond yields.
Variations in the difference
in value between the assets
of the scheme and its
liabilities may increase the
amount we are required
to pay into it in order to
account for past service
benefit deficits and future
service benefit accruals.
The scheme was closed to new entrants in
2003 and we make additional contributions
over and above regular service contributions
in order to address any funding deficit.
We also maintain a close dialogue with the
scheme’s trustee.
Our financial structure involves
bank borrowings. The business
needs therefore to generate sufficient
cash to repay these debts and interest
thereon. Interest rates are also
subject to change.
Our ability to trade as a
going concern depends on
generating sufficient cash to
meet these repayments.
The board ensures the group’s debt profile is
long dated, facilities are committed and debt is
carefully managed within financial covenants. A
mix of debt at fixed and variable interest rates is
also maintained with interest rate SWAPS used to
manage this exposure.
8
YOUNG & CO.’S BREWERY, P. L .C. ANNUAL REPORT 2014
Strategic report
Directors’ report
Financial statements
Shareholder information
RiSk/UNCERTAiNTY
POTENTiAL iMPACT
MiTiGATiON
I
S
N
O
T
A
R
E
P
O
We rely on a number of key
suppliers to provide our pubs and
hotels with food and drink.
Supply disruption could
affect customer satisfaction,
leading to a reduction in our
revenue and possibly lower
growth rates.
Food and drink is sourced from a number
of suppliers. Informal arrangements are
also in place such that substitute suppliers
or products could be used if required. We
regularly review our choice of suppliers.
We, and particularly our
managed estate, are reliant
on information systems and
technology for many aspects of our
business (including communication,
sales transaction recording, stock
management, purchasing,
accounting and reporting and
many of our internal controls).
We are dependent on having
the right people throughout our
organisation, whether that is in our
pubs and hotels or in our head office.
Any failure of such systems or
technology would cause some
disruption, and any extended
period of downtime, loss of
backed up information or delay
in recovering information could
impact significantly on our
ability to do business.
Our ability to achieve our
strategic and operational
objectives could be affected if
we are unable to attract and
retain the right people with the
right capabilities.
Firewalls and anti-virus software are installed to
protect our networks. Information is routinely
backed up and arrangements are in place with a
third party provider to assist with data recovery.
An off-site disaster recovery facility is also
available if anything major happens at our head
office or to our systems. The IT needs of the
business are regularly monitored and we invest
in new technology and services as necessary.
We look to recruit and retain the best. The
remuneration and reward packages we offer are
competitive and designed to motivate staff. We
have training and development programmes in
place intended to ensure that our people have
the right skills to perform their jobs successfully
and achieve their full potential.
Part of our growth plan is built
around us acquiring or developing
more pubs and hotel rooms.
If we do not acquire the right
opportunities when planned,
or at all, our desired future
rate of growth will be delayed
or reduced.
We have relationships with a variety of third parties to
ensure, as far as possible, that we are made aware of
acquisition opportunities as and when they come up.
A number of agents and landlords also have a short
brochure setting out our preferred property criteria.
I
N
O
T
A
L
U
G
E
R
We are required to meet a range
of ever-increasing health and
safety obligations in the operation
of our business (including in the
areas of food and fire safety).
A failure to comply could
result in an accident or incident
occurring involving injury,
illness or even loss of life. This
could damage our reputation,
possibly leading to a reduction
in our revenue and lower
growth rates. Increases in the
cost of compliance will have
an impact on our margins and
result in lower profits.
Training programmes, processes and audits
designed to promote and achieve compliance
with health and safety legislation are in place.
These audits are undertaken by a third party
who also works with us to ensure changes in
health and safety practices and procedures are
incorporated into our business and reviewed
on a regular basis. Insurance cover to help
with any financial compensation that may be
payable as a result of an accident or incident
has been taken out.
Last year the Government
consulted on a statutory code to
govern the relationship between
tenants and large pub companies. An
outcome to the consultation is awaited,
but, for now and in view of the small
number of tenancies we have, it does
not appear that, if introduced, the
code would apply to us.
The imposition on us of a
statutory code could increase the
running costs of our tenanted
business and reduce our revenue
from it. Any increase in costs will
result in lower profits and any
reduction in revenue could lead
to lower growth rates.
A fully-accredited legally-binding code which
meets the latest requirements of the UK
pub industry framework code of practice on
how tied agreements should operate in the
pub trade is in place; this is different from a
statutory code.
YOUNG & CO.’S BREWERY, P. L .C. ANNUAL REPORT 2014
9
Business and financial review
MANAG E D H O U S E S
Our managed operation has had
another excellent year, combining
strong revenue growth on both an
absolute and like-for-like basis with
an improving operating margin. Our
total managed estate now comprises
128 Young’s pubs (including 18
hotels) and 35 Geronimo pubs.
REVEN U E AN D PROFITS
Total revenue was up 9.6% driven by
strong like-for-like growth of 6.7%,
one of the leading performances in the
industry. Revenue growth also resulted
from the full year benefit from last year’s
successful acquisitions, the transfers from
our tenanted operation and our two new
managed houses. Together with a 0.8%
point improvement in adjusted operating
margin, this drove adjusted operating
profit up 13.7% to £45.0 million.
Total and like-for-like drink sales were
up 10.2% and 6.3% respectively.
We remain committed to an offer
based around a premium portfolio of
products, and in particular on being
the natural destination of choice for
craft beers. Beer sales were up 8.8%;
the Young’s beer brands have had a
good year and their new pump clip
design has complemented Young’s new
contemporary brand identity. Young’s
London Stout was launched towards the
end of the year, a traditionally crafted,
slightly sweeter tasting beer with a
contemporary London feel; it is already
proving very popular with drinkers. Wine
sales were up 10.0%, with sparkling, rosé
and white wine leading the way, assisted
by the good summer weather.
Food sales outperformed drink once
more, with total food sales up 11.2% and
7.6% on a like-for-like basis. Our food
offer, as always, is simplicity itself – high
quality seasonal British products, locally
sourced and prepared in-house. Our
third annual Scotch Egg challenge at the
Ship (Wandsworth) created an online
sensation with #ScotchEggChallenge
trending on Twitter. Geronimo’s
#AskRay digital foodie mini-series
promoting chef expertise also proved
very popular on iTunes.
Our hotel performance has been strong,
with room rates up £0.96, occupancy up
2.9% points and RevPAR (revenue per
available room) up by £2.76 to £52.02.
The operating margin has benefitted
from the investment we have made in
our operational team and technology
over the past few years, working even
more closely with our suppliers and
benefitting from our growing market
share. Reducing our environmental
impact is a key priority and we have
invested in initiatives to reduce our
carbon footprint. By the end of the first
quarter, LED light bulbs will have been
fitted across the majority of the estate;
we voluntarily committed to “WRAP”
(Waste Recycling and Action Program)
in 2012; and in the current year we
recycled 57% of our waste (2013: 49%)
with the majority of the rest going to
refuse derived fuel and less than 8%
(2013: 15%) going to landfill. We also
recycled 145,000 litres of waste cooking
oil into Bio-Diesel.
Our managed house philosophy is
based on providing the freedom and
opportunity for our highly motivated
teams to perform. This involves ensuring
that our pubs are well invested and
exceed the needs of the community
in which they serve, that our products
are market leading and that our digital
systems enable us to drive footfall
and provide the superior service our
customers expect whilst delivering an
efficient back office.
INVESTMENT
Over the course of the year we
have invested £25.8 million in our
managed estate – £7.0 million on
new pubs, £11.3 million on existing
Young’s pubs, £3.5 million on
refurbishing existing Young’s hotels
and developing new ones, and £4.0
million on Geronimo pubs.
Our largest pub investment was at
the Bull’s Head (Barnes), a recent
transfer from tenancy. Here we
have combined its position as one
of London’s best loved jazz venues
with a contemporary pub complete
with a new dining area providing the
modern British pub food for which
we are renowned. Major investments
were also made at the Adam and
Eve (Fitzrovia), Castle (Tooting), Duke
of Wellington (Notting Hill), Elgin
(Notting Hill), Flask (Hampstead),
Hand and Spear (Weybridge),
King’s Head (Winchmore Hill), Lord
Palmerston (Tufnell Park), Queen
Adelaide (Wandsworth), Spread
Eagle (Camden) and the White Hart
(Barnes). At Horts (Bristol) we have
added a 26 seat private cinema – the
“Director’s Cut”.
We have once more invested in
our hotels as part of our strategy of
maximising returns from our existing
estate. Since Christmas we have
been busy adding 30 rooms to two
of our iconic pubs – 17 at the Dog &
Fox (Wimbledon Village) and 13 at
the Orange Tree (Richmond). Both
pubs will join the top end of our
hotel offer with exquisite boutique
rooms throughout. The Dog &
Fox rooms hint at its heritage as
Wimbledon’s oldest public house
and the Orange Tree can maximise
its reputation as the u ltimate rugby
pub. We are also adding an extra 13
rooms to the very popular Windmill
(Clapham Common), a hotel with high
occupancy. All of these new rooms will
be open in the first half of the new
financial year. By September therefore,
there will be hotel accommodation
in 20 of our pubs, offering 443
bedrooms (2013: 397) between them.
10
10
YOUNG & CO.’S BREWERY, P. L .C. ANNUAL REPORT 2014
Strategic report
Directors’ report
Financial statements
Shareholder information
“ In March 2014, we were
delighted to be crowned
double award winners
at the Publican Awards.
Young’s was named Best
Pub Company (51+ sites)
and Best Food Offer
(51+ sites).”
CUSTOM ER ENGAGEM ENT
Technology continues to change
the way we communicate with our
customers. We have strengthened
our e-marketing platform to deliver
enhanced local engagement,
maximise consumer loyalty and to
position pubs right at the heart of
their communities. With over 150,000
social media followers and an email
database in excess of 750,000, we
are actively listening to and engaging
with our customers through their
platform of choice.
We are also embracing new
technology within our pubs
to improve the face-to-face
communication with customers.
Hand held order tablets, for example,
are allowing us to improve speed of
service in our larger pubs, exceeding
customer service expectations and
driving revenue.
In order to foster customers’
engagement and loyalty we have
continued to run successful butchery,
fish and game master classes in a
number of our pubs. Geronimo’s
“Tasty Tuesdays” have proved hugely
successful, showcasing local suppliers
who are an inspiration to both staff
and customers alike.
I N DUSTRY RECOGN ITION
Geronimo were awarded a 3*
accreditation, the highest available,
by the Sustainable Restaurant
Association and were named
Sustainable Large Restaurant Group
of the Year 2014 in recognition of
their focus on locally sourced food,
exceptional level of environmental
responsibility and commitment to
working closely with the community.
In March 2014, we were delighted to
be crowned double award winners
at the Publican Awards. Young’s
was named Best Pub Company
(51+ sites) and Best Food Offer (51+
sites) following a rigorous judging
process including mystery visits,
multiple site visits by the Publican
Morning Advertiser’s editorial team
and interviews with senior company
representatives.
TE NANTE D H O U S E S
As previously reported our tenanted
estate has gone through a period of
consolidation. As a result we have a
tenanted business of 79 pubs, based
mainly in London and the south east.
The next stage of our strategic plan is
already underway and by the end of
the summer our tenanted operation
will be re-launched as the Ram Pub
Company, with its own unique identity.
REVEN U E AN D PROFITS
Tenanted houses now represent 5.4%
of group revenue. Nonetheless they
remain an important part of our
business. As a result of the reduction
in the size of our tenanted estate by
nine pubs over a two year period,
our tenanted division’s sales were
down 2.1% and operating profit
was down 9.4% at £3.8 million.
As a consequence of our strategic
initiatives, we are confident that
our tenanted operation will return
to growth in the current year.
YOUNG & CO.’S BREWERY, P. L .C. ANNUAL REPORT 2014 11
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12
YOUNG & CO.’S BREWERY, P. L .C. ANNUAL REPORT 2014
Business and financial review (Continued)
I NVESTM ENT
We acquired three new tenancies
in the summer, the Clapham North,
New Inn (Ealing) and the Royal Oak
(Bethnal Green). Four pubs including
the Bull’s Head (Barnes) were
transferred to our managed estate.
As part of our strategic plan we have
identified six managed houses that
we believe will deliver enhanced
returns as tenancies. Two of these
transferred to the tenanted operation
just before the year end with the
remaining four planned to transfer
over the summer.
TENANT ENGAGEM ENT
The new Ram Pub Company will be
in place by the second quarter of the
new financial year and once rebranded,
with a new website and a strengthened
support team, will be able to change
substantially the way in which we
market and communicate with our
tenants building on the important
business partnerships we cherish.
Our code of practice achieved industry
accreditation and meets the latest
requirements of the UK pub industry
on how tied agreements should
operate. Although the majority of
our tenancies are three or five year
agreements, we also provide longer
term agreements and other flexible
solutions in order to attract the best
operators currently available in the
marketplace.
PROPERTY AND TREASURY
PROPERTY
In line with our revaluation policy,
in January this year 20% of our
estate was revalued by CBRE, an
independent and leading commercial
property and real estate services
adviser. Using the results of this
external valuation and as permitted
by IAS 16 and in common with other
listed pub groups, the remaining
80% of the pub estate was revalued
internally, led by Andrew Cox
MRICS, our Director of Property and
Tenancies, using updated trading
results together with management’s
knowledge of each pub.
Improving trade and property prices
have resulted in our total property
value increasing to £559.2 million
(2013: £515.9 million), driven by a
net upward revaluation of £22.2 million
and additions of £33.6 million offset
by depreciation of £12.5 million. In
accordance with IFRS, individual
increases in value have been
reflected in the revaluation reserve
in the balance sheet (except to the
extent that they had previously been
revalued downwards) and individual
falls in value below cost have been
accounted for through the income
statement.
TREASURY
At the year end net debt was £112.0
million, down £0.6 million on the
previous year. A record operating
cash flow of £47.3 million and receipt
of the final £5.0 million instalment
from the Wells & Young’s share
disposal offset a £33.6 million
investment in the business, of which
£19.8 million was invested in our core
estate – a group record.
We recently took the opportunity to
extend our banking facilities in terms
of both amount and duration. Total
facilities, provided by the Royal Bank
of Scotland and Barclays, are now
£175 million. These comprise a new
£50 million seven year term loan and
a new £75 million five year revolving
credit facility. These new facilities sit
alongside our existing longer dated
£50 million term loan.
At present £90 million (falling to
£80 million in December 2014) of
our £112.0 million net debt is fixed
through interest rate swaps; these
swaps plus the bank’s margin result in
a combined rate of just below 4.8%.
In addition we have entered into a
forward starting £30 million swap,
which runs from the expiry of one for
the same amount in December 2015
for the remaining life of the new term
loan. As a consequence, we would
then expect an interest rate of 5.1%
on the hedged element of our bank
debt. We benefit from lower interest
rates on our variable rate bank debt,
but the board believes it is important
Strategic report
Directors’ report
Financial statements
Shareholder information
to provide some protection from
adverse movements in interest rates,
especially now that the economy
is beginning to improve and these
historically low interest rates could
start to rise. Our interest rate swaps
are valued each year based on market
rates at the balance sheet date. These
swaps, with maturities that perfectly
match the underlying liabilities, have
been designated as cash flow hedges
and the £5.5 million improvement
(2013: £1.6 million adverse) in their
market value is taken through the
statement of other comprehensive
income.
In our opinion, with the combination
of our new long term financing,
interest costs being covered 5.6 times
by adjusted operating profit, net debt
continuing to fall in absolute terms
and as a multiple of EBITDA (now
2.45 times) and gearing of 29.5%,
the business is soundly financed.
Note 22 in the financial statements
describes in detail the group’s
financial position, its cash flows,
liquidity position and borrowing
facilities. It also summarises the
group’s capital management and
principal treasury objectives and the
tools it uses to monitor and manage
its exposure to certain financial risks.
The group has a predominantly
freehold backed balance sheet and
committed facilities of £175 million
in place, of which £115 million was
drawn down at the period end, none
of which needs to be refinanced until
March 2018. As usual, these financial
statements have been prepared on a
going concern basis.
RETIREMENT BENEFITS
We have a final salary defined
benefit scheme which has been
closed to new entrants since 2003.
During the course of the year our
retirement benefit deficit has reduced
by £2.8 million to £6.0 million as a
consequence of an improvement in
investment returns and slightly higher
inflationary expectations offset by
marginally higher bond rates used
to discount the scheme’s liabilities.
Our defined contribution schemes
YOUNG & CO.’S BREWERY, P. L .C. ANNUAL REPORT 2014 13
14
14
YOUNG & CO.’S BREWERY, P. L .C. ANNUAL REPORT 2014
Business and financial review (Continued)
Strategic report
Directors’ report
Financial statements
Shareholder information
which, following the Government’s
introduction of its Automatic
Enrolment scheme – an integral part
of its Workplace Pension Reform, are
open to all our employees.
With effect from 1 January 2013 the
group has adopted the revised IAS
19 Employee benefits which has been
applied retrospectively and therefore
triggered a restatement of the prior
year comparatives. Although the
revisions have had no impact on the
deficit at either balance sheet date, it
has changed the amounts recognised
in the income statement and in other
comprehensive income. The effect
has been to reduce the 2013 profit
after tax for the period by £696,000
with a compensating credit in other
comprehensive income.
S HAR E H O LD E R R ETU R N S
The combination of revenue rising
by 8.8% and adjusted operating
margin increasing by 0.8% points
has resulted in adjusted PBET
growing by 17.0% to £27.2 million
or by 24.0% to £26.6 million on an
unadjusted basis. This performance,
as in previous years, is the result of a
clear strategy to deliver earnings and
dividend growth.
EARN I NGS PER SHARE
Adjusted earnings per share have
grown by 17.6% to 42.74 pence, a
faster rate than the underlying profits
as a result of the lower tax charge.
Our unadjusted EPS was up 35.2%
at 45.68 pence, after the following
exceptional items:
• A non-cash £0.3 million profit
movement arising from the reversal of
previously revalued pubs as a result of
the revaluation of our pub estate;
• Acquisition costs of £0.6 million,
including legal and professional fees
and stamp duty, incurred on the
purchase of the five freehold pubs;
• A £0.3 million capital gains tax
provision for the shares held in the
Employee Share Ownership Scheme.
A liability is recognised at each
balance sheet date for the potential
capital gains tax that could arise on
the disposal of shares to the members
of the scheme on retirement; this is
impacted by an increasing share price;
and
• A £2.6 million income statement
tax credit in respect of a decrease in
our deferred tax liability arising as a
result of a 3% reduction in the main
UK corporation tax rate, substantially
enacted before 31 March 2014.
DIVI DEN DS
As a result of our improved
performance we are recommending a
6.0% increase in the final dividend to
8.07 pence per share, making a total
dividend for the year of 15.52 pence.
The dividend is covered 2.8 times by
our adjusted earnings. This increase,
like the sixteen before it, reflects our
progressive dividend policy which has
delivered year-on-year growth whilst
providing the spare capacity to enable
us to continue to invest for the future
growth on which this long term track
record depends.
In summary, it has been a successful
year from a shareholder perspective,
with strong revenue and earnings
growth, record levels of investment
in our core estate, five new freehold
pubs acquired, all achieved whilst
reducing net debt both in absolute
terms and as a multiple of EBITDA
to 2.45 times (2013: 2.77 times).
On behalf of the board
STE P H E N G O O DYE AR
Chief Executive
21 May 2014
“ It has been a
successful year
from a shareholder
perspective, with
strong revenue and
earnings growth,
record levels of
investment in our
core estate.”
YOUNG & CO.’S BREWERY, P. L .C. ANNUAL REPORT 2014 15
Directors’ report
For the 52 weeks ended 31 March 2014
Welcome to our board of directors. All served throughout the period; no other person was a director during the period.
N ICHOLAS B RYAN, B.A. , F.C.A.
NON-EXECUTIVE CHAIRMAN
Appointed to the board in 2006 and as non-executive
chairman in 2011. Member and chairman of the
company’s audit committee as well as a member of
the company’s remuneration committee. Co-founder
and chief executive of the Innserve Group. Has
particular expertise in the hospitality, property and
brewing sectors gained through various positions
within Courage (including managing director of
Courage UK (1992-95). Has held other chairman and
non-executive director roles while a management
committee member of Investcorp (1995-2001). Began
his career in finance as a chartered accountant and
with positions at Lonrho and Hanson. Aged 61.
STEPHEN GOODYEAR
CHIEF EXECUTIVE
Joined in 1995 as sales director. Appointed
to the board in 1996 as sales and marketing
director. Appointed chief executive in 2003.
Previously worked for Courage Ltd (1974-95)
in a number of senior roles. Is the current
Master of the Brewers’ Company, one of
the oldest Livery Companies in the City of
London. Aged 58.
TORqUIL SLIGO -YOUNG
HUMAN AND INFORMATION
RESOURCES
Joined in 1985. Held a number of senior
positions in different areas of the company
before being appointed to the board in 1997.
Has overall responsibility for personnel, health
and safety and the group’s technological
needs. Previously worked for stockbrokers
Bell, Lawrie, Macgregor & Co. Aged 54.
PETER W H ITEH EAD, F.C.A.
FI NANCE
Joined the company and the board as finance
director in 1997. Qualified as a chartered
accountant with KPMG in 1988, becoming a fellow
of the Institute of Chartered Accountants in 1998.
Previously worked for Fuller, Smith & Turner P.L.C.
(1990-97). Aged 52.
PATRICK DARDIS
RETAI L
Joined in 2002 and appointed to the board in
2003. Has overall responsibility for the operation
of the Young’s managed estate as well as for
Young’s managed house pub acquisitions and
developments. Previous positions have included
director of retail operations at Wolverhampton
& Dudley Breweries PLC (now Marston’s PLC),
business development with Guinness Brewing
and retail management with Whitbread PLC and
Courage Ltd. Aged 55.
EDWARD TU RN ER
MANAGING DIRECTOR GERONIMO INNS
Joined in 2010 and appointed to the board in
2013. Has overall responsibility for Geronimo
Inns, including strategy and pub acquisitions and
developments within the Geronimo estate. Joined
Geronimo in 1999, becoming operations director
that year, and then held the position of commercial
director for a number of years before Geronimo
was acquired by Young’s. Previously in retail
management with Mitchells & Butlers (1989–99).
Aged 46.
ROGER L AM B ERT, M.A.
NON-EXECUTIVE AND SENIOR
INDEPENDENT DIRECTOR
Appointed to the board in 2008 and as senior
independent director in 2011. Member of the
company’s audit and remuneration committees.
Chairman of Corporate Broking, Canaccord
Genuity. Previously worked for 26 years in
corporate finance at JPMorgan Cazenove
where he was a senior managing director with
responsibilities for corporate client coverage of
the consumer sector. Has a wealth of relevant
expertise in brewing, drinks and hospitality,
having acted for over 25 companies in the sector.
Aged 55.
DAVI D PAGE
NON-EXECUTIVE
Appointed to the board in 2008 and as chairman
of the company’s remuneration committee in 2011.
Also a member of the company’s audit committee.
His current restaurant portfolio includes MEATliquor,
Franco Manca and The Real Greek. Was co-founder
and chairman of The Clapham House Group, owner
of Gourmet Burger Kitchen and other restaurant
brands. Prior to that, spent 27 years with Pizza
Express where at various times he was chairman,
chief executive and the owner/manager of the
group’s largest franchisee organisation. Chairman of
Fulham Shore, a quoted company, which is to invest
in distinct growth restaurant businesses. Aged 61.
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16
YOUNG & CO.’S BREWERY, P. L .C. ANNUAL REPORT 2014
RU PERT CLEVELY
NON-EXECUTIVE
Joined the company and the board in 2010.
Retired from his executive position and became
non-executive in 2013. As an executive director,
had overall responsibility for the management and
development strategy of Geronimo Inns which
he co-founded. Previous to this, worked at Veuve
Clicquot Champagne where he held the position
of worldwide marketing director and managing
director UK (1990-2000). Aged 56.
Strategic report
Directors’ report
Financial statements
Shareholder information
TH E BOARD
The business and management of the group is the collective responsibility of the board. At each board meeting the
group’s financial and trading performance is reviewed. The board has a formal written schedule of matters reserved for its
review and approval; this includes matters such as strategy, long term objectives and major financial and key operational
issues. The board meets every two months with additional meetings arranged as required; it met six times during the
period. Formal agendas and reports are provided to the board on a timely basis along with other information to enable it
to discharge its duties. All directors have access to independent professional advice at the company’s expense and to the
advice and services of the Company Secretary. There is a clear division of responsibility between the Chairman (who is
responsible for the effective running of the board) and the Chief Executive (who has overall responsibility for the running
of the business).
CORPORATE GOVERNANCE
The board is committed to good corporate governance in the management and operation of the group’s business.
LENGTH OF APPOI NTM ENTS
Each of the executive directors has been appointed for an indefinite period. The period of notice required to be given to
terminate his appointment is as follows:
Name
Stephen Goodyear
Torquil Sligo-Young
Peter Whitehead
Patrick Dardis
Edward Turner
Minimum period of
notice from Young’s
Minimum period of
notice from the executive
one year
one year
one year
one year
one year
six months
six months
six months
one year
one year
No compensation is payable by Young’s for early termination.
Each of the non-executive directors is part way through a three year term: Nicholas Bryan’s expires on 11 July 2014, both
Roger Lambert’s and David Page’s on 31 July 2014 and Rupert Clevely’s on 1 April 2016.
RE-APPOI NTM ENT
Under the company’s articles of association the following automatically retire from office at every AGM but may offer
themselves for re-appointment:
• any director who held office at the time of the two preceding AGMs but did not retire at either of them – this applies to Rupert
Clevely at this year’s AGM; and
• any director appointed by the board since the last AGM – this does not apply to any director at this year’s AGM.
Rupert Clevely is seeking re-appointment and his brief biographical details are on page 16.
BOARD NOM I NATIONS AN D APPOI NTM ENTS
In practice the Chairman and the Chief Executive lead on the board nomination and appointment process. They consider the
balance of skills, knowledge and experience on the board and make appropriate recommendations for consideration by the
board. This formal but unwritten process has been used effectively for a number of years and has led the board to remain of
the view that it should continue to operate in this way rather than through a more formal nomination committee.
REM U N ERATION
Details of each director’s remuneration appear in note 8(b) on page 35. No director is involved in deciding his own
remuneration. The remuneration of the executive directors is determined by the company’s remuneration committee; the
remuneration of the non-executive directors is determined by the executive committee. None of the executive directors
receives remuneration as a non-executive director elsewhere.
qUALI FYI NG I N DEM N ITY PROVISIONS
The company’s articles of association contains an indemnity provision in favour of the directors; this provision, which is
a qualifying third party indemnity provision, was in force throughout the period and is in force at the date of this report.
Additional indemnity provisions in favour of Rupert Clevely are described in note 28 on page 52; these provisions, which are
qualifying third party indemnity provisions, were in force throughout the period and are in force at the date of this report.
YOUNG & CO.’S BREWERY, P. L .C. ANNUAL REPORT 2014 17
Directors’ report (Continued)
For the 52 weeks ended 31 March 2014
I NTERNAL CONTROL
The board has overall responsibility for the internal control system and for reviewing its effectiveness. The executive directors
implement and maintain the risk management and internal control systems. The audit committee assists the board in fulfilling its
oversight responsibilities by monitoring the system’s integrity. The system of control has been designed to manage risk; it cannot
eliminate it and therefore provides reasonable, not absolute, assurance against material misstatement or loss.
DI RECTORS’ HOLDI NGS AN D I NTERESTS
The holdings and interests of the directors who held office at the period end (and their immediate families) in the share capital of
the company are shown in the table below; these are in addition to the interests shown in notes 8(d) and 8(e) on pages 36 and 37.
Nicholas Bryan
Beneficial and family
Stephen Goodyear (i), (ii)
Beneficial and family
Torquil Sligo-Young (i), (ii)
Beneficial and family
Trustee
Peter Whitehead (i), (ii)
Beneficial and family
Patrick Dardis (i), (ii)
Beneficial and family
Edward Turner (i)
Roger Lambert
David Page
Rupert Clevely (i)
Also interested in:
Beneficial and family
Beneficial and family
Beneficial and family
Beneficial and family
As at
31 March 2014
1 April 2013
31 March 2014
1 April 2013
31 March 2014
1 April 2013
31 March 2014
1 April 2013
31 March 2014
1 April 2013
31 March 2014
1 April 2013
31 March 2014
1 April 2013
31 March 2014
1 April 2013
31 March 2014
1 April 2013
31 March 2014
1 April 2013
A shares
8,505
8,505
147,566
119,836
246,255
240,971
3,689,188
3,317,972
68,547
50,000
14,670
7,869
–
–
5,250
5,250
3,278
3,278
20,081
17,000
Non-voting
shares
–
–
–
–
7,000
10,000
549,591
111,436
–
–
–
–
–
–
5,000
5,000
–
–
–
–
(i) 680,856 (2013: 719,956) A shares held in trust by RBT II Trustees Limited – see note 28 on page 53
(ii) 477,769 (2013: 502,769) A shares held in trust by Young’s Pension Trustees Limited – see note 28 on page 53
COM M ITTEES
The board has four standing committees: executive, audit, remuneration and disclosure.
EXECUTIVE COM M ITTEE
This comprises the executive directors and is chaired by
Stephen Goodyear. It usually meets on a weekly basis
and is responsible for the daily running of the group
and the execution of approved policies and the business
plan. Members of the company’s senior management are
invited to attend as appropriate.
AU DIT COM M ITTEE
This comprises Nicholas Bryan, who chairs it, Roger Lambert
and David Page. It assists the board in fulfilling its oversight
responsibilities; its primary functions are to monitor the
integrity of the company’s financial statements and internal
control systems (including risk management), to oversee the
company’s relationship with its external auditor and to review
the effectiveness of the audit process. The committee’s terms
of reference, which set out in full its responsibilities, can be
found in the investor relations section of www.youngs.co.uk.
REM U N ERATION COM M ITTEE
This comprises David Page, who chairs it, Nicholas Bryan
and Roger Lambert. Its primary function is to determine,
on behalf of the board, the remuneration packages of the
executive directors. The committee’s terms of reference,
which set out its other responsibilities, can be found in
the investor relations section of www.youngs.co.uk.
DISCLOSU RE COM M ITTEE
This comprises the executive directors and is chaired
by Peter Whitehead. It assists the company in making
timely and accurate disclosure of information required
to be disclosed in order to meet legal and regulatory
obligations. The committee’s terms of reference, which
set out its other responsibilities, can be found in the
investor relations section of www.youngs.co.uk.
18
18
YOUNG & CO.’S BREWERY, P. L .C. ANNUAL REPORT 2014
Strategic report
Directors’ report
Financial statements
Shareholder information
OTH ER DISCLOSU RES
In this report reference to the “company” or to “Young’s” is to Young & Co.’s Brewery, P.L.C., and reference to the “group” is to
the group of companies of which Young’s is the parent company.
• AI M
The company’s shares are traded on AIM. There are no other exchanges or trading platforms on which the company has
applied or agreed to have its shares admitted or traded.
• PROFIT AN D DIVI DEN DS
The profit for the period attributable to shareholders was £22.1 million. The directors recommend a final dividend for
the period of 8.07 pence per share. Subject to approval at the AGM, this is expected to be paid on 10 July 2014 to
shareholders on the register at the close of business on 6 June 2014. When added to the interim dividend of 7.45 pence
per share, this will produce a total dividend for the period of 15.52 pence per share.
• AN N UAL GEN ERAL M EETI NG
Notice convening the AGM and an explanation of the resolutions being proposed are set out on pages 57 to 60.
• I M PORTANT EVENTS SI NCE TH E EN D OF TH E PERIOD AN D LI KELY FUTU RE DEVELOPM ENTS
In accordance with section 414C(11) of the Companies Act 2006, the directors have chosen to include in the strategic
report (on pages 3 to 15) particulars of important events affecting the group which have occurred since the end of the
period and an indication of likely future developments in the group’s business.
• FI NANCIAL I NSTRU M ENTS AN D RELATED MATTERS
Included in note 22, starting on page 45, are the group’s financial risk management objectives and policies and an
indication of the group’s exposure to certain risks.
• RELATIONS w ITH SHAREHOLDERS AN D I NVESTORS
Copies of the annual report and the interim report are sent to all shareholders and copies are available at www.youngs.co.uk.
The company’s website also provides other information for shareholders and interested parties. Written or e-mailed
enquiries are handled by the Company Secretary. Shareholders are given the opportunity to ask questions and raise issues
at the AGM; this can be done formally during the meeting or informally with the directors after it. The Chief Executive
and the Finance Director meet with institutional investors and analysts after the announcement of the interim and year
end results. Additional meetings with institutional investors and/or analysts are arranged from time to time.
• EM PLOYEES
Considerable importance is placed on communications with employees and so, within the limitation of commercial
confidentiality and security, Young’s provided them with information concerning trading, development and other
appropriate matters. It did this at many levels throughout the business on both a formal and informal level, including
through management presentations. It also consulted regularly with employees and their representatives thereby enabling
the board to have regard to their views when making decisions likely to affect their interests; in connection with this
Young’s continued to operate an information and consultation committee with its members being drawn from departments
based at its head office in Wandsworth. The company’s integrated appraisal and development process, designed to
improve communications and company performance, remained in place, and the company continued to operate a bonus
scheme for eligible employees. To encourage further involvement in the group’s performance the company invited all
employees of the group who had been continuously employed from 2 April 2011 to join the group’s savings-related share
option scheme for 2013. After saving for a three year period (through deductions from net salary), scheme members can
then buy A shares in the company if they choose to do so at 662 pence per share, being a discount of about 20% to the
market price at the time the invitations were issued. Young’s maintained its policy of giving full and fair consideration to
all applications for employment, including those made by disabled people, taking account of the applicant’s particular
aptitude and ability; of seeking to continue to employ anyone who becomes disabled while employed by the company
and arranging training in a role appropriate to the person’s changed circumstances; and of giving all employees, including
disabled employees, equal opportunities for training, career development and promotion.
• PU B LIC H EALTH RESPONSI B I LITY DEAL
The company continued to support the Government’s public health responsibility deal, an initiative established to tap into
the potential for businesses and other influential organisations to make a significant contribution to improving public health
by helping to create that environment. As a result the company agreed to ensure effective action was taken in its managed
pubs to reduce and prevent under-age sales of alcohol (primarily through the rigorous application of Challenge 21). The
YOUNG & CO.’S BREWERY, P. L .C. ANNUAL REPORT 2014 19
Directors’ report (Continued)
For the 52 weeks ended 31 March 2014
Strategic report
Directors’ report
Financial statements
Shareholder information
company has maintained its financial and in-kind support for Drinkaware and the “Why let the Good times go bad?”
campaigns and agreed to ensure alcohol advertising was undertaken by the company’s managed pubs in accordance with
industry codes on advertising and was not placed on any outdoor poster site within 100 metres of a school. Recognising
the impact chronic conditions could have, guides (developed through the public health responsibility deal’s health at work
network) remained embedded within the company’s HR procedures to ensure that those with chronic conditions at work
were managed in the best way possible with reasonable flexibilities and workplace adjustments.
• NOTI FICATIONS OF MAJOR HOLDI NGS OF VOTI NG RIGHTS
As at 31 March 2014 the company had been notified of the following holdings of 3% or more of the voting rights in the
company:
Thomas Young
James Young
Torquil Sligo-Young
BlackRock Investment Management (UK) Limited
Lindsell Train Limited
El Oro and Exploration Company plc
14.31%
13.81%
13.24%
8.13%
5.28%
3.10%
No changes in those holdings, and no other holdings of 3% or more of the voting rights in the company, had been
notified to the company between 1 April 2014 and 20 May 2014, both dates inclusive.
• STATEM ENT OF CERTAI N RESPONSI B I LITI ES I N RELATION TO TH E
FI NANCIAL STATEM ENTS AN D OTH ERWISE
For each financial period the directors are required to prepare an annual report, a strategic report and financial statements.
The latter must be prepared in accordance with International Financial Reporting Standards (“IFRS”) and applicable law and
must present fairly the financial position of the group and the financial performance and cash flows of the group for the
relevant period. The directors have also elected to prepare the company’s financial statements under IFRS. In preparing the
statements the directors must select suitable accounting policies and then apply them consistently, state that the group has
complied with IFRS (subject to any material departures disclosed and explained in the financial statements) and present
information, including accounting policies, in a manner that provides relevant, reliable and comparable information. The
directors are responsible for keeping accounting records which disclose with reasonable accuracy, at any time, the financial
position of the group and the company at that time and enable them to ensure that the financial statements comply with
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.
• DISCLOSU RE OF I N FORMATION TO TH E AU DITOR
Each of the persons who was a director at the time when this report was approved has confirmed that, so far as he was
aware, there was no information needed by the company’s auditor in connection with preparing its report of which the
company’s auditor was unaware. Each of those individuals has also confirmed that he took all the steps that he ought to
have taken as a director to make himself aware of any such information and to establish that the company’s auditor was
aware of it. This paragraph is to be interpreted in accordance with section 418 of the Companies Act 2006.
PREPARATION AN D DISCLAI M ER
This annual report, together with the strategic report (on pages 3 to 15) and the financial statements for the period ended
31 March 2014, have been drawn up and presented for the purpose of complying with English law. Any liability arising out
of or in connection with them will also be determined in accordance with English law.
By order of the board
Anthony Schroeder
Company Secretary
21 May 2014
20
20
YOUNG & CO.’S BREWERY, P. L .C. ANNUAL REPORT 2014
Independent auditor’s report
For the 52 weeks ended 31 March 2014
Strategic report
Directors’ report
Financial statements
Shareholder information
Independent auditor’s report to the members of Young & Co.’s Brewery, P.L.C.
We have audited the financial statements of Young & Co.’s Brewery, P.L.C. for the period ended 31 March 2014 which comprise the Group
Income Statement, the Group and Parent Company Statements of Comprehensive Income, the Group and Parent Company Balance Sheets, the
Group and Parent Company Statements of Cash Flow, the Group and Parent Company Statement of Changes in Equity and the related notes 1 to
31. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards
(IFRSs) as adopted by the European Union and, as regards the parent company financial statements, as applied in accordance with the provisions
of the Companies Act 2006.
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.
Respective responsibilities of directors and auditor
As explained more fully in the Directors’ Responsibilities Statement set out on page 20, the directors are responsible for the preparation of the
financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial
statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with
the Auditing Practices Board’s Ethical Standards for Auditors.
Scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the
financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting
policies are appropriate to the group’s and the parent company’s circumstances and have been consistently applied and adequately disclosed; the
reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements. In addition, we read
all the financial and non-financial information in the Annual Report to identify material inconsistencies with the audited financial statements and to
identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course
of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.
Opinion on financial statements
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 31 March 2014 and of the
group’s profit for the period then ended;
• the group financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union;
• the parent company financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union and as
applied in accordance with the provisions of the Companies Act 2006; and
• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion 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.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where 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.
Andy Glover (Senior statutory auditor)
for and on behalf of Ernst & Young LLP, Statutory Auditor
London
21 May 2014
Notes:
1. The maintenance and integrity of the Young & Co.’s Brewery, P.L.C. website is the responsibility of the directors; the work carried out by the auditor does not involve
consideration of these matters and, accordingly, the auditor accepts no responsibility for any changes that may have occurred to the financial statements since they
were initially presented on the website.
2. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
YOUNG & CO.’S BREWERY, P. L .C. ANNUAL REPORT 2014 21
Group income statement
For the 52 weeks ended 31 March 2014
Revenue
Operating costs before exceptional items
Operating profit before exceptional items
Operating exceptional items
Operating profit
Finance costs
Finance revenue
Other finance charge
Profit before tax
Taxation
Profit for the period
Attributable to
Shareholders of the parent
Non controlling interest
Profit for the period
Notes
6
7
9
11
11
24
12
Strategic report
Directors’ report
Financial statements
Shareholder information
2014
£000
Restated
2013
£000
210,768
(177,513)
193,677
(164,742)
33,255
(611)
32,644
(5,941)
250
(393)
26,560
(4,506)
22,054
28,935
(1,809)
27,126
(5,894)
543
(360)
21,415
(5,066)
16,349
22,054
–
16,292
57
22,054
16,349
Pence
Pence
Earnings per 12.5p ordinary share
Basic
Diluted
15
15
45.68
45.63
33.78
33.76
All of the results above are from continuing operations.
The comparative figures for 2013 have been restated as a result of the adoption of the revisions to IAS 19 Employee benefits (see note 2).
The notes on pages 28 to 55 form part of these financial statements.
The independent auditor’s report is set out on page 21.
22
22
YOUNG & CO.’S BREWERY, P. L .C. ANNUAL REPORT 2014
Statements of comprehensive income
For the 52 weeks ended 31 March 2014
Strategic report
Directors’ report
Financial statements
Shareholder information
Group
Company
Notes
2014
£000
Restated
2013
£000
2014
£000
Restated
2013
£000
Profit for the period
22,054
16,349
17,297
14,090
Other comprehensive income
Items that will not be reclassified subsequently to profit or loss:
Remeasurement of retirement benefit schemes
Tax on remeasurement of retirement benefit schemes
24
Items that will be reclassified subsequently to profit or loss:
Unrealised gain on revaluation of property
Fair value movement of interest rate swaps
Tax on components of other comprehensive income
17
22
3,001
(1,377)
(2,198)
268
3,001
(1,377)
(2,198)
268
21,968
5,481
706
8,547
(1,647)
2,440
18,300
5,481
1,133
29,779
7,410
26,538
5,450
(1,647)
2,668
4,541
Total comprehensive income
51,833
23,759
43,835
18,631
Attributable to
Shareholders of the parent
Non controlling interest
Total comprehensive income
51,833
–
23,702
57
43,835
–
51,833
23,759
43,835
18,631
–
18,631
All of the results above are from continuing operations.
The comparative figures for 2013 have been restated as a result of the adoption of the revisions to IAS 19 Employee benefits (see note 2).
The notes on pages 28 to 55 form part of these financial statements.
The independent auditor’s report is set out on page 21.
YOUNG & CO.’S BREWERY, P. L .C. ANNUAL REPORT 2014 23
Strategic report
Directors’ report
Financial statements
Shareholder information
Group
Company
Notes
2014
£000
2013
£000
2014
£000
2013
£000
16
17
18
23
19
28
20
22
21
22
22
23
24
25
20,426
559,230
–
4,735
20,426
515,899
–
7,111
–
501,717
24,254
4,771
584,391
543,436
530,742
2,554
–
5,943
2,435
2,455
4,749
4,261
6,123
10,932
17,588
1,958
–
26,730
1,320
30,008
–
462,358
24,254
7,135
493,747
1,875
4,749
29,729
4,938
41,291
595,323
561,024
560,750
535,038
(6)
(29,310)
(3,165)
(10,006)
(24,156)
(2,545)
(6)
(27,900)
(1,951)
(32,481)
(36,707)
(29,857)
(10,006)
(23,108)
(2,101)
(35,215)
(114,422)
(8,389)
(54,374)
(5,995)
(108,680)
(13,870)
(58,381)
(8,841)
(114,422)
(8,389)
(48,386)
(5,995)
(108,680)
(13,870)
(51,850)
(8,841)
(183,180)
(189,772)
(177,192)
(183,241)
(215,661)
(226,479)
(207,049)
(218,456)
379,662
334,545
353,701
316,582
6,036
1,675
1,808
(6,711)
193,046
183,808
6,028
1,274
1,808
(10,680)
168,860
167,255
6,036
1,675
1,808
(6,711)
186,936
163,957
379,662
334,545
353,701
6,028
1,274
1,808
(10,680)
165,991
152,161
316,582
Balance sheets
At 31 March 2014
Non current assets
Goodwill
Property and equipment
Investment in subsidiaries
Deferred tax assets
Current assets
Inventories
Other financial asset
Trade and other receivables
Cash
Total assets
Current liabilities
Borrowings
Trade and other payables
Income tax payable
Non current liabilities
Borrowings
Derivative financial instruments
Deferred tax liabilities
Retirement benefit schemes
Total liabilities
Net assets
Capital and reserves
Share capital
Share premium
Capital redemption reserve
Hedging reserve
Revaluation reserve
Retained earnings
Total equity
Approved by the board of directors and signed on its behalf by:
Nicholas Bryan
Peter Whitehead
Chairman
Finance Director
21 May 2014
The notes on pages 28 to 55 form part of these financial statements.
The independent auditor’s report is set out on page 21.
24
24
YOUNG & CO.’S BREWERY, P. L .C. ANNUAL REPORT 2014
Statements of cash flow
For the 52 weeks ended 31 March 2014
Operating activities
Net cash generated from operations
Interest received
Tax paid
Strategic report
Directors’ report
Financial statements
Shareholder information
Notes
27
Group
Company
2014
£000
Restated
2013
£000
2014
£000
Restated
2013
£000
47,316
–
(6,150)
35,118
6
(5,393)
43,102
971
(5,678)
30,794
1,264
(4,420)
Net cash flow from operating activities
41,166
29,731
38,395
27,638
investing activities
Sale of property and equipment
Sale of discontinued operations
Purchases of property and equipment
Business combinations, net of cash acquired
Net cash used in investing activities
Financing activities
Issued share capital
Interest paid
Equity dividends paid
Decrease in borrowings
28
17
13
25
14
–
5,000
(22,829)
(10,785)
4,161
5,000
(16,793)
(3,700)
–
5,000
(19,988)
(10,785)
4,155
5,000
(14,542)
(3,700)
(28,614)
(11,332)
(25,773)
(9,087)
8
(5,481)
(7,267)
(3,500)
–
(5,808)
(6,882)
(3,500)
8
(5,481)
(7,267)
(3,500)
–
(5,808)
(6,882)
(3,500)
Net cash flow used in financing activities
(16,240)
(16,190)
(16,240)
(16,190)
(Decrease)/increase in cash
Cash at the beginning of the period
Cash at the end of the period
(3,688)
6,123
2,435
2,209
3,914
6,123
(3,618)
4,938
1,320
2,361
2,577
4,938
The notes on pages 28 to 55 form part of these financial statements.
The independent auditor’s report is set out on page 21.
YOUNG & CO.’S BREWERY, P. L .C. ANNUAL REPORT 2014 25
Group statement of changes in equity
At 31 March 2014
Capital
Share
capital (1)
£000
Notes
redemption Hedging Revaluation
reserve
£000
reserve
£000
reserve
£000
Strategic report
Directors’ report
Financial statements
Shareholder information
Total equity
attributable
Retained
earnings shareholders
£000
Non
to equity controlling
interest
£000
£000
Total
equity
£000
At 2 April 2012
7,302
1,808
(9,290) 158,731 159,134
317,685
(42) 317,643
Total comprehensive income
Profit for the period(2)
Other comprehensive income
Unrealised gain on revaluation of property
17
Remeasurement of retirement benefit schemes(2) 24
Fair value movement of interest rate swaps
22
Tax on above components of other
comprehensive income(2)
12
Total comprehensive income
Transactions with owners recorded directly in equity
Dividends paid on equity shares
Revaluation reserve realised on disposal of properties
Disposal of subsidiary
Share based payments
Tax on share based payments
26
14
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
16,292
16,292
57
16,349
–
–
(1,647)
8,547
–
–
–
(2,198)
–
8,547
(2,198)
(1,647)
257
2,183
268
2,708
–
–
–
–
8,547
(2,198)
(1,647)
2,708
(1,390)
10,730
(1,930)
7,410
–
7,410
(1,390)
10,730
14,362
23,702
57
23,759
–
–
–
–
–
–
–
(601)
–
–
–
(6,882)
601
–
33
7
(6,882)
–
–
33
7
–
–
(15)
–
–
(6,882)
–
(15)
33
7
(601)
(6,241)
(6,842)
(15)
(6,857)
At 1 April 2013
7,302
1,808
(10,680) 168,860 167,255
334,545
– 334,545
Total comprehensive income
Profit for the period
Other comprehensive income
Unrealised gain on revaluation of property
Remeasurement of retirement benefit schemes
Fair value movement of interest rate swaps
Tax on above components of other
comprehensive income
17
24
22
12
Total comprehensive income
Transactions with owners recorded directly in equity
Share capital issued
Dividends paid on equity shares
Share based payments
Tax on share based payments
25
14
26
–
–
–
–
–
–
–
409
–
–
–
409
–
–
–
–
–
–
–
–
–
–
–
–
–
–
22,054
22,054
–
22,054
–
–
5,481
21,968
–
–
–
3,001
–
21,968
3,001
5,481
(1,512)
2,218
(1,377)
(671)
3,969
24,186
1,624
29,779
3,969
24,186
23,678
51,833
–
–
–
–
–
–
–
–
–
–
–
(7,267)
104
38
409
(7,267)
104
38
(7,125)
(6,716)
–
–
–
–
–
–
–
–
–
–
–
21,968
3,001
5,481
(671)
29,779
51,833
409
(7,267)
104
38
(6,716)
At 31 March 2014
7,711
1,808
(6,711) 193,046 183,808
379,662
– 379,662
(1) Total share capital comprises the share capital issued and fully paid of £6,036,000 (2013: £6,028,000) and the share premium account of
£1,675,000 (2013: £1,274,000).
(2) The comparative figures for 2013 have been restated as a result of the adoption of the revisions to IAS 19: Employee Benefits (Revised) (see note 2).
The notes on pages 28 to 55 form part of these financial statements.
The independent auditor’s report is set out on page 21.
26
26
YOUNG & CO.’S BREWERY, P. L .C. ANNUAL REPORT 2014
Parent company statement of changes in equity
At 31 March 2014
Strategic report
Directors’ report
Financial statements
Shareholder information
At 2 April 2012
7,302
1,808
(9,290) 158,731
146,242
304,793
Capital
Share redemption
capital (1)
reserve
£000
£000
Notes
Hedging Revaluation
reserve
£000
reserve
£000
Retained
earnings
£000
Total
equity
£000
Total comprehensive income
Profit for the period(2)
Other comprehensive income
Unrealised gain on revaluation of property
Remeasurement of retirement benefit schemes(2)
Fair value movement of interest rate swaps
Tax on above components of other comprehensive income(2)
Total comprehensive income
Transactions with owners recorded directly in equity
Dividends paid on equity shares
Revaluation reserve realised on disposal of properties
Share based payments
Tax on share based payments
At 1 April 2013
Total comprehensive income
Profit for the period
Other comprehensive income
Unrealised gain on revaluation of property
Remeasurement of retirement benefit schemes
Fair value movement of interest rate swaps
Tax on above components of other comprehensive income
Total comprehensive income
Transactions with owners recorded directly in equity
Share capital issued
Dividends paid on equity shares
Share based payments
Tax on share based payments
17
24
22
12
14
26
17
24
22
25
14
26
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
14,090
14,090
–
–
(1,647)
257
5,450
–
–
2,411
–
(2,198)
–
268
5,450
(2,198)
(1,647)
2,936
(1,390)
7,861
(1,930)
4,541
(1,390)
7,861
12,160
18,631
–
–
–
–
–
–
(601)
–
–
(6,882)
601
33
7
(6,882)
–
33
7
(601)
(6,241)
(6,842)
7,302
1,808
(10,680) 165,991
152,161
316,582
–
–
–
–
–
–
–
409
–
–
–
409
–
–
–
17,297
17,297
–
–
–
–
–
–
–
–
–
–
–
–
–
5,481
(1,512)
18,300
–
–
2,645
–
3,001
–
(1,377)
18,300
3,001
5,481
(244)
3,969
20,945
1,624
26,538
3,969
20,945
18,921
43,835
–
–
–
–
–
–
–
–
–
–
–
(7,267)
104
38
409
(7,267)
104
38
(7,125)
(6,716)
At 31 March 2014
7,711
1,808
(6,711) 186,936
163,957
353,701
(1) Total share capital comprises the share capital issued and fully paid of £6,036,000 (2013: £6,028,000) and the share premium account of
£1,675,000 (2013: £1,274,000).
(2) The comparative figures for 2013 have been restated as a result of the adoption of the revisions to IAS 19: Employee Benefits (Revised) (see note 2).
The notes on pages 28 to 55 form part of these financial statements.
The independent auditor’s report is set out on page 21.
YOUNG & CO.’S BREWERY, P. L .C. ANNUAL REPORT 2014 27
Notes to the financial statements
For the 52 weeks ended 31 March 2014
1. General information
The group and parent company financial statements of Young & Co.’s Brewery, P.L.C. for the period ended 31 March 2014 were authorised for
issue by the board of directors on 21 May 2014. Young & Co.’s Brewery, P.L.C. is a public limited company incorporated and domiciled in England
and Wales. The company’s shares are listed on the Alternative Investment Market of the London Stock Exchange. The nature of the group’s
operations and its principal activities are set out in note 5 and in the strategic report on pages 3 to 15.
The current period and prior period relate to the 52 weeks ended 31 March 2014 and 1 April 2013 respectively.
The financial statements are presented in pounds sterling and all values are rounded to the nearest thousand pounds (£000) except where
otherwise indicated.
2. Basis of preparation
The consolidated financial statements of the group have been prepared in accordance with International Financial Reporting Standards (IFRS)
as adopted for use in the European Union. IFRS includes the application of International Financial Reporting Standards including International
Accounting Standards (IAS) and related Interpretations of the International Financial Reporting Interpretations Committee (IFRIC) and Interpretations
of the Standing Interpretations Committee (SIC). During the period, new IFRS and amendments to existing IFRS were issued by the International
Accounting Standards Board (IASB). The impact and, if applicable, the adoption of these standards is described below in “New Accounting Standards,
Amendments and Interpretations”.
No separate income statement is presented for the company, as permitted by section 408(3) of the Companies Act 2006. The company’s profit after
tax for the period was £17,297,000 (2013: £14,090,000 revised).
New Accounting Standards, Amendments and interpretations
The group has adopted the following new accounting standards during the period.
IAS 19: Employee Benefits (Revised): the group’s income statement and statement of comprehensive income for the period ended 1 April 2013 has
been restated following the adoption of IAS 19: Employee Benefits (Revised). Although the restatement had no effect on the group’s balance sheet and
statement of cash flow, certain notes have been restated to reflect the reclassification between other finance charge and remeasurement of retirement
benefits. The revised standard was effective for the full year ended 31 March 2014 and has been applied retrospectively. The key impact on the group
was to remove the separate assumptions for expected return on plan assets and discounting of scheme liabilities and to replace them with one single
discount rate for the net deficit.
For the full year comparatives at 1 April 2013, within the income statement, the other finance income of £544,000 has been restated to a charge
of £360,000 and the tax charge has been reduced from £5,274,000 to £5,066,000. Within other comprehensive income, the remeasurement of
retirement benefits has been reduced by £904,000 and the deferred tax credit has been reduced by £208,000.
IFRS 13: Fair value measurement: was effective for the full year ended 31 March 2014 and is to be applied prospectively. The new standard
establishes a single source of guidance under IFRS for all fair value measurements. The standard does not change when a company is required to
use fair value, but rather provides guidance on how to measure fair value under IFRS when fair value is required or permitted. The adoption of the
standard has no impact on the recognised assets, liabilities and comprehensive income of the group but has increased the disclosure in notes 17
and 22 in the current period.
IAS 1: Presentation of items of other comprehensive income – amendments to IAS 1: Presentation of Financial Statements, the group has modified the
presentation of items of other comprehensive income to present separately items that would be reclassified to profit or loss in the future from those
that would never be.
The adoption of the amendment to IAS 1 has no impact on the recognised assets, liabilities and comprehensive income of the group.
IFRS 1: Government Loans (Amendment): the amendment allows first time adopters relief from a retrospective measurement of government
loans with a below market rate of interest. The amendment was effective for the full year ending 31 March 2014 but the group does not have any
government loans or grants so has had no impact on the group.
IFRS 7: Offsetting Financial Assets and Financial Liabilities (Amendment): effective 1 January 2013 and requires an entity to disclose information about
rights of set-off and related arrangements (e.g. collateral agreements). The adoption of the standard has had no impact on the group.
IFRIC 20: Stripping Costs in the Production Phase of a Surface Mine: was effective for the full year ended 31 March 2014 and applies to surface
mining activities. The group does not partake in these activities and thus the adoption of this interpretation has had no impact on the group.
The directors also intend to adopt the Standards, Amendments and Interpretations listed below when they become effective. The directors do not
expect that adoption in future periods will have a material impact.
IFRS 10, 11, 12
(IAS 27, 28)
IAS 32
IAS 36
IAS 39
IFRIC 21
IAS 19
IFRS 14
IFRS 9
Investments Entities (Amendments)
Effective date
1 January 2014
Offsetting Financial Assets and Financial Liabilities (Amendment)
1 January 2014
Recoverable Amount Disclosures to Non-Financial Assets (Amendment)
1 January 2014
Novation of Derivatives and Continuation of Hedge Accounting (Amendment)
1 January 2014
Levies
Defined Benefit Plans: Employee Contributions (Amendments)
Regulatory Deferral Accounts
Financial Instruments: Classification and Measurement
1 January 2014
1 July 2014
1 January 2016
1 January 2018
28
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YOUNG & CO.’S BREWERY, P. L .C. ANNUAL REPORT 2014
Strategic report
Directors’ report
Financial statements
Shareholder information
3. Summary of significant accounting policies
The significant accounting policies adopted are set out below and, except as noted above, have been applied consistently in presenting the group and
parent company financial information.
(a) Basis of consolidation
The group’s financial statements consolidate the financial statements of Young & Co.’s Brewery, P.L.C. with the entities it controls its subsidiaries and
a special purpose entity, drawn up to the period end. Control exists where the company has the power to govern the financial and operating policies
of the investee entity so as to obtain benefits from its activities. The special purpose entity is an Employee Share Ownership Plan (ESOP) Trust.
The results of subsidiaries acquired or disposed of during the period are included in the group income statement from the effective date of acquisition
or up to the effective date of disposal, as appropriate.
The financial statements of the subsidiaries and special purpose entity are consolidated on a comparable period basis, using consistent accounting
policies. All inter company balances and transactions, including unrealised profits arising on them, are eliminated.
(b) The parent company’s investments in subsidiaries
In its separate financial statements, the parent company recognises its investments in its subsidiaries on the basis of the direct equity interest method.
Income is recognised from these investments in relation to distributions received.
(c) Revenue recognition
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the group and the revenue can be reliably measured.
Revenue is measured at the fair value of the consideration received, excluding discounts, rebates and VAT.
The following criteria must also be met before revenue is recognised:
Sale of goods
Revenue from sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer.
Rental income
Rental income arising from operating leases on properties is accounted for on a straight line basis over the lease term.
Interest income
Revenue is recognised as interest accrues (using the effective interest method).
Dividends
Revenue is recognised when the company’s right to receive payment is established.
(d) Exceptional items
Exceptional items, as disclosed on the face of the income statement, are items which due to their material and non recurring nature have been classified
separately in order to draw them to the attention of the reader of the financial statements. They are included in the adjustments that, in management’s
judgement, are required in order to show more accurately the business performance of the group in a consistent manner and to reflect how the
business is managed and measured on a day to day basis.
(e) Business combinations and goodwill
Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration
transferred and the amount of any non controlling interest in the acquiree. The consideration transferred is measured at acquisition date fair value. The
non controlling interest is measured as the proportionate share of the acquiree’s identifiable net assets. Acquisition costs incurred are expensed and
included in operating exceptional items.
Goodwill arising on acquisition represents the excess of the cost of acquisition over the fair value of the net identifiable assets acquired and liabilities assumed
at the date of acquisition. On disposal of a subsidiary, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.
(f) Property and equipment
Properties, including land and buildings, and fixtures, fittings and equipment are held at fair value and are revalued by qualified valuers on a sufficiently regular
basis using open market values so that the carrying value of an asset does not differ significantly from its fair value at the balance sheet date. The valuation is
assessed on the basis of the highest and best use on which that asset could be realised, predominantly as a public house. When the necessary requirements
have been met in respect of assets identified for disposal and revalued immediately prior to transfer to non current assets held for sale, the highest and best use
for a market participant may reflect an alternative use for the asset. Surpluses which arise from the revaluation exercise are included within other comprehensive
income (in the revaluation reserve) unless they are reversing a revaluation adjustment which has been recognised in the income statement previously. Where
the revaluation exercise gives rise to a deficit, this is reflected directly in other comprehensive income (in the revaluation reserve) to the extent that a surplus
exists against the same asset. Any further decrease in value is recognised in the income statement as an exceptional expense.
The carrying amount of an asset, less any residual value, is depreciated on a straight line basis over the asset’s useful life or lease term if shorter. The
residual value, useful life and depreciation method applied to each asset are reviewed annually.
Useful lives:
Freehold and long leasehold buildings
Short leasehold buildings
Fixtures, fittings and equipment
50 years
Shorter of the estimated useful life and the lease term
3-10 years
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable
amount (note 3(g)).
The gain arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying amount of the
asset, and is recognised in the income statement. Pub fixtures, fittings and equipment are treated as disposals in the period following completion of
their write down.
YOUNG & CO.’S BREWERY, P. L .C. ANNUAL REPORT 2014 29
Notes to the financial statements (Continued)
3. Summary of significant accounting policies (continued)
(g) Impairment of assets
The carrying values of investments, property and equipment are reviewed for impairment if events or changes in circumstances indicate the carrying value
may not be recoverable. Goodwill is mandatorily assessed for impairment on an annual basis or more frequently if there are indications that the carrying
value may be impaired.
Impairment is assessed on the basis of either each individual asset, each individual cash generating unit (an individual pub), or, in the case of goodwill, the
group of cash generating units associated with it. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition
date, allocated to each of the group’s cash generating units (or groups of cash generating units) that are expected to benefit from the combination.
An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the
higher of an asset’s fair value less costs to sell, and the value in use and is determined for an individual asset, unless the asset does not generate cash
inflows that are largely independent of those from other assets of groups of assets. The fair value less costs to sell of the asset is assumed to be the
market value of the property. Value in use is assessed by reference to the estimated future cash flows which are discounted to present value using an
appropriate pre tax discount rate. Impairment losses are recognised in the income statement.
Where an impairment loss subsequently reverses, the carrying amount of the asset 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 in prior periods. A reversal of an impairment loss is recognised immediately in the group income statement unless the impairment loss
relates to goodwill in which case it is not reversed.
(h) Leases
(1) Where the group is the lessee
Assets held under finance leases, which transfer to the group substantially all the risks and benefits incidental to ownership of the leased item are
capitalised at the inception of the lease, with a corresponding liability being recognised for the lower of the fair value of the leased asset and the present
value of the minimum lease payments.
Lease payments are apportioned between the reduction of the lease liability and finance charges in the income statement so as to achieve a constant
rate of interest on the remaining balance of the liability.
Leases where the lessor retains a significant portion of the risks and benefits of ownership of the asset are classified as operating leases and rentals
payable are charged in the income statement on a straight line basis over the lease term.
(2) Where the group is the lessor
Assets leased out under operating leases are included in property and equipment and depreciated over their estimated useful lives. Rental income,
including the effect of lease incentives, is recognised on a straight line basis over the lease term.
(i) Non current assets held for sale
Assets whose carrying amounts will be recovered principally by sale rather than continuing use are classified separately as assets held for sale. Assets are
classified as held for sale when management has committed to their sale, the asset is available for immediate sale and a sale is highly probable. Assets
held for sale are measured at the lower of their carrying value and fair value less costs of disposals.
(j) Inventories
Inventories are valued at the lower of cost and net realisable value. Cost includes all costs of purchase, costs of conversion and other costs incurred in
bringing the inventories to their present location and condition. The cost formula used is equivalent to a ‘First in, First out’ method.
(k) Cash
Cash in the balance sheet comprises cash at banks and in hand. For the purpose of the group and parent company cash flow statements, cash is net of
outstanding bank overdrafts. Cash and cash equivalents include only deposits which mature in less than three months.
(l) Trade and other payables
Trade and other payables are recognised initially at fair value and subsequently at amortised cost. When applicable, trade and other payables are
analysed between current and non current liabilities on the face of the balance sheet, depending on when the obligation to settle will crystallise.
(m) Interest bearing loans and borrowings
All loans and borrowings are recognised initially at fair value. Directly attributable transaction costs are capitalised and amortised over the life of the
facility using the effective interest method through finance expense.
After initial recognition, interest bearing loans and borrowings are subsequently measured at amortised cost using the effective interest method.
(n) Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
The current tax payable is based on taxable profit for the period. Taxable profit differs from profit before tax as reported in the income statement because
the former excludes items of income or expense that are taxable or deductible in other years and also excludes items that are never taxable or deductible.
The group’s liability for current tax is calculated using UK tax rates that have been enacted under UK law and that are applicable to the period.
The current tax expense is recognised in the income statement unless it relates to items that are credited or charged to equity, in which case it is
credited or charged directly to equity.
Deferred tax is recognised on all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts, with the
following exceptions:
• where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business
combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss;
30
30
YOUNG & CO.’S BREWERY, P. L .C. ANNUAL REPORT 2014
Strategic report
Directors’ report
Financial statements
Shareholder information
• in respect of taxable temporary differences associated with investments in subsidiaries or associates, where the timing of the reversal of the temporary
differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future; and
• deferred income tax assets are recognised only to the extent that it is probable that taxable profits will be available against which the deductible
temporary differences, carried forward tax credits or tax losses can be utilised.
Where capital gains have been rolled over for tax purposes, a deferred tax liability is recorded on the rolled over gain to reflect the tax that may be due
on this amount at a future date.
Where there has been an upward revaluation of an asset and the asset is expected to be realised through disposal, a deferred tax liability is recorded based
on the difference between the indexed cost of the asset less any capital gains which have been rolled over against the asset and the revalued amount.
Deferred tax is measured on an undiscounted basis at the UK tax rates that are expected to apply on reversal of the underlying temporary differences,
based on tax rates and laws enacted or substantively enacted at the balance sheet date.
(o) Accounting for the ESOP Trust
The capital gains tax liability that may arise on the allocated shares in the Ram Brewery Trust II when they are transferred to employees on retirement is
recognised as a provision in the financial statements.
(p) Derivative financial instruments and hedging
The group uses derivative financial instruments such as interest rate swaps to hedge its risk associated with interest rate fluctuations. From 1 April 2006,
derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently
remeasured at fair value. Derivatives are carried as assets when the fair value is positive and as liabilities when the fair value is negative.
The fair value of interest rate swap contracts is determined by reference to market values for similar instruments.
For those derivatives designated as hedges and for which hedge accounting is desired, the hedging relationship is documented at its inception. This
documentation identifies the hedging instrument, the hedged item or transaction, the nature of the risk being hedged and how its effectiveness will
be measured throughout its duration. Such hedges are expected at inception to be highly effective.
Where cash flow hedge accounting is not applied, the movement in the fair value of the derivative is recognised immediately in the income statement.
Where cash flow hedge accounting is applied, as in the case of the interest rate swaps held by the group, the effective portion of the gain or loss on
the hedging instrument is recognised in the statement of comprehensive income, while the ineffective portion is recognised in the income statement.
If the hedging instrument expires or is sold, terminated or exercised without replacement or rollover, or if its designation as a hedge is revoked,
amounts previously recognised in equity remain in equity until the forecast transaction occurs, at which point they are transferred to the income
statement. If the related transaction is not expected to occur, the amount held in equity is recognised immediately in the income statement.
(q) Pensions and other post retirement benefits
The company operates one defined benefit pension scheme, namely the Young & Co.’s Brewery, P.L.C. Pension Scheme, a number of defined
contribution pension schemes and a post retirement health care scheme.
Contributions to the defined contribution schemes are recognised in the income statement in the period in which they become due.
For the defined benefit scheme, the actuarial cost charged to the income statement in the period consists of the current service cost, net interest on
the net defined benefit liability or asset, past service cost and the impact of any settlements or curtailments.
Remeasurement of retirement benefit schemes are recognised in full in the statement of comprehensive income in the period in which they occur.
The net defined benefit pension liability or asset in the balance sheet comprises the present value of the defined benefit obligations less the fair value
of scheme assets out of which the obligations are to be settled directly. Fair value is based on market price information and in the case of quoted
securities is the published bid price. The value of a net pension benefit asset is restricted to the sum of any unrecognised past service costs and the
present value of any amount the group expects to recover by way of refunds from the scheme or reductions in the future contributions.
Post retirement health care benefits are provided for certain employees and certain directors. Entry to the scheme is on a discretionary basis. The
annual premium for providing cover is determined by BUPA. This information is taken by qualified actuaries who then assess the reserve required
to provide this benefit for participants’ future lifetimes, using IAS 19 assumptions. The liability for new entrants is recognised through the income
statement in the period in which the benefit is granted. Actuarial gains and losses arising from experience adjustments, and changes in actuarial
assumptions, are recognised in full directly in the statement of comprehensive income.
(r) Trade and other receivables
Trade receivables are recognised and carried at the lower of their original invoice value and recoverable amount. A provision for impairment is made
when there is objective evidence (such as the probability of insolvency or significant financial difficulties of the debtor) that the group will not be
able to collect all of the amounts due under the original terms of the invoice. The carrying amount of the receivable is reduced through use of an
impairment provision. Impaired debts are derecognised when they are assessed as irrecoverable.
YOUNG & CO.’S BREWERY, P. L .C. ANNUAL REPORT 2014 31
Notes to the financial statements (Continued)
3. Summary of significant accounting policies (continued)
(s) Use of estimates
The preparation of financial information in conformity with IFRS requires management to make certain judgements, estimates and assumptions
that affect the application of policies and reported amounts of assets and liabilities, income and expenses. Although these estimates are based on
management’s best knowledge of the amount, event or actions, actual results ultimately may differ from those estimates. Estimates and underlying
assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in
any future period affected.
The areas involving a higher degree of judgement or complexity, or where the most sensitive estimates and assumptions are significant to the financial
statements, are set out in note 4.
4. Key accounting estimates and judgements
The following are the key judgements that management have made in the process of applying the group’s accounting policies and that have the most
significant effect on the amounts recognised in the financial statements.
(a) Valuation of property and equipment
The group is required to value property and equipment on a sufficiently regular basis using open market values to ensure the current carrying value
does not differ significantly from the fair value. The valuation, performed by qualified valuers, is based on market observations and estimates on the
selling price in an arms’ length transaction, and includes estimates of future income levels and trading potential for each pub, as well as taking into
account other factors such as location, tenure and current income levels.
(b) Impairment of goodwill
The group considers annually whether goodwill has suffered any impairment in accordance with the accounting policy set out in note 3(g). The
recoverable amounts of cash generating units have been determined based on value in use calculations. This calculation requires the use of estimates
including growth rates, capital maintenance expenditure and pre tax discount rates. See notes 3(g) and 16.
(c) Business combinations
When assets are acquired, management determines whether the assets form a business combination. A fair value exercise of both the consideration
and the net assets acquired is performed once it is determined that a business combination has taken place. If the fair value of the consideration is in
excess of the fair value of the net assets acquired, the difference is recognised as goodwill. If the opposite occurs, the difference is recognised in the
income statement. The group makes judgements and estimates in relation to the fair value of the consideration, the net assets acquired and whether
the purchase represents a business combination. See notes 3(e), 13 and 16.
(d) Depreciation
Depreciation is provided so as to write down the assets to their residual values over the estimated useful lives. The selection of these residual values and
estimated lives requires the exercise of management’s judgement. See notes 3(f) and 17.
(e) Defined benefit pension obligations
Measurement of defined benefit pension obligations requires an estimate of future changes in salaries and inflation, as well as mortality rates, the
expected return on assets and the selection of a suitable discount rate. These have been determined on advice from an independent qualified actuary.
See notes 3(q) and 24.
(f) Taxation
The group reviews potential tax liabilities and benefits to assess the appropriate accounting treatment. Tax provisions are made if it is probable that
a liability will arise. Tax benefits are not recognised unless it is probable that they will be obtained. Assessing the outcome of uncertain tax positions
requires judgements to be made based on past experience and the current tax environment. See notes 3(n), 12 and 23.
5. Segmental reporting
The group is organised into the reporting segments referred to opposite. These segments are based on the different resources and risks involved in
the running of the group. The executive board of the group internally reviews each reporting segment’s operating profit or loss before exceptional
items for the purpose of deciding on the allocation of resources and assessing performance.
The group has three operating segments: Young’s managed houses, Geronimo managed houses and Tenanted houses. Both Young’s and
Geronimo managed houses operate pubs. Revenue is derived from sales of drink, food and, also for Young’s managed houses, accommodation.
Due to common economic characteristics, similar product offerings and customers, the Young’s managed houses and Geronimo managed houses
operating segments have been reported opposite as a single reportable segment, managed houses. Tenanted houses consists of pubs owned or
leased by the company and leased or sub leased to third parties. Revenue is derived from rents payable by, and sales of drink made to, tenants.
Unallocated relates to head office costs.
There were no intersegment revenues between the segments in the current period (2013: £511,000). In the prior period these were eliminated on
consolidation and were charged at current market prices. The group’s revenue is derived entirely from the UK.
32
32
YOUNG & CO.’S BREWERY, P. L .C. ANNUAL REPORT 2014
Strategic report
Directors’ report
Financial statements
Shareholder information
income statement
2014
External revenue
Intersegment revenue
Total segment revenue
Managed
houses
£000
199,032
–
Tenanted
houses
£000
11,383
–
Segments
total
£000
210,415
–
199,032
11,383
210,415
Unallocated
£000
353
–
353
Operating profit/(loss) before exceptional items
Operating exceptional items
Operating profit/(loss)
44,994
33
45,027
3,844
(376)
3,468
48,838
(343)
48,495
(15,583)
(268)
(15,851)
Total
£000
210,768
–
210,768
33,255
(611)
32,644
2013
External revenue
Intersegment revenue
Total segment revenue
Operating profit/(loss) before exceptional items
Operating exceptional items
Operating profit/(loss)
181,558
–
181,558
39,560
(977)
38,583
11,623
–
11,623
4,245
(114)
4,131
193,181
–
193,181
43,805
(1,091)
42,714
496
511
193,677
511
1,007
194,188
(14,870)
(718)
(15,588)
28,935
(1,809)
27,126
The following is a reconciliation of the operating profit to the profit before tax:
Operating profit
Finance costs
Finance revenue
Other finance charge
Profit before tax
Balance sheet
2014
Segment assets
Deferred tax assets
Cash
Total assets
Other segmental information
Depreciation
Additions to non current assets
Upward movements in property valuation
2013 – restated
Segment assets
Deferred tax assets
Other financial asset
Cash
Total assets
Other segmental information
Depreciation
Additions to non current assets
Downward movements in property valuation
2014
£000
32,644
(5,941)
250
(393)
Restated
2013
£000
27,126
(5,894)
543
(360)
26,560
21,415
Managed
houses
£000
526,708
–
–
526,708
Tenanted
houses
£000
52,260
–
–
52,260
Segments
total
£000
578,968
–
–
578,968
Unallocated
Total
£000
9,185
4,735
2,435
16,355
£000
588,153
4,735
2,435
595,323
(11,130)
25,813
320
(1,042)
7,653
(61)
(12,172)
33,466
259
(338)
148
–
(12,510)
33,614
259
487,487
–
–
–
487,487
(10,377)
19,352
(687)
48,766
–
–
–
48,766
(1,019)
989
(271)
536,253
–
–
–
536,253
(11,396)
20,341
(958)
6,788
7,111
4,749
6,123
24,771
(288)
152
–
543,041
7,111
4,749
6,123
561,024
(11,684)
20,493
(958)
YOUNG & CO.’S BREWERY, P. L .C. ANNUAL REPORT 2014 33
Notes to the financial statements (Continued)
6. Revenue
Sales of goods
Rental income
Revenue
Finance revenue
Revenue shown above is from continuing operations.
7. Operating costs before exceptional items
Changes in inventories of finished goods and raw materials
Raw materials, consumables and finished goods used
Employment costs (note 8(a))
Depreciation (note 17)
Other operating costs
Other operating costs include:
Operating lease rentals:
minimum lease payments
sublease payments
Auditor’s remuneration to main group auditor: audit of the group financial statements
audit of subsidiaries’ accounts
audit related assurance services
taxation advisory services
all other services
2014
£000
199,545
11,223
210,768
250
2013
£000
182,735
10,942
193,677
543
211,018
194,220
2014
£000
(99)
54,988
66,354
12,510
43,760
2013
£000
(113)
52,058
60,864
11,684
40,249
177,513
164,742
5,930
603
6,533
114
19
36
10
–
179
6,156
544
6,700
111
18
37
30
267
463
34
34
YOUNG & CO.’S BREWERY, P. L .C. ANNUAL REPORT 2014
Strategic report
Directors’ report
Financial statements
Shareholder information
2014
£000
60,505
4,706
1,143
66,354
268
2013
£000
55,444
4,422
998
60,864
168
66,622
61,032
Total
excluding
pension
costs
2014
£
Total
excluding
pension
costs
2013
£
83,220
79,825
8. Employment
(a) Costs and employee numbers
Wages and salaries
Social security
Pension and health care schemes
Employment costs before exceptional items
Employment costs in exceptional items: capital gains tax on ESOP Trust allocated shares
The average monthly number of employees was 3,357 (2013: 3,242).
(b) Directors’ emoluments
Nicholas Bryan
Stephen Goodyear
Torquil Sligo–Young
Peter Whitehead
Patrick Dardis
Edward Turner
Roger Lambert
David Page
Rupert Clevely
Total 2014
Total 2013
Basic salary
and fees
£
Benefits
£
83,220
–
Bonus
£
–
307,585
20,683
311,798
640,066
476,346
124,818
26,124
120,958
271,900
236,528
220,137
18,487
208,747
447,371
338,012
228,806
1,593
208,747
439,146
340,020
179,259
11,209
170,000
360,468
38,110
38,110
38,110
–
–
10,100
–
–
–
38,110
38,110
–
37,740
37,740
48,210
294,629
1,258,155
88,196
1,020,250
2,366,601
1,239,239
95,278
506,323
1,840,840
Notes:
The Benefits column relates primarily to the provision of private medical insurance and car related benefits.
Bonuses were receivable by the directors in connection with the performance targets they were set during the period. At the outset, it was agreed
that if any bonus were to be paid, half of it would be settled in shares, with the other half being paid in cash except to the extent that the director
elected to receive all or part of it in shares instead. For every share taken in place of cash, the director would be allowed to subscribe at nominal
value for one ‘matching’ share. Each of Stephen Goodyear, Torquil Sligo-Young, Peter Whitehead and Patrick Dardis has elected to take his cash
element in shares and is therefore entitled to subscribe for ‘matching’ shares. None of the directors are generally free to sell any of the shares
before the end of a restricted period which ordinarily will end three years after the shares have been acquired or, if earlier, the date on which
his employment terminates by reason of illness, disability or redundancy. The ‘matching’ shares are subject to satisfaction of a further condition
relating to the extent to which the group’s adjusted earnings per ordinary share in respect of the group’s continuing operations for the financial
period ending on or around 31 March 2017 exceeds the same measure for the financial period ended 1 April 2013. Any of the shares acquired,
whether ‘matching’ or otherwise, are liable to forfeiture in certain circumstances. The number of shares to be issued to each director in order
to fulfil his entitlement will be calculated with reference to the market price of the company’s A ordinary shares as shown in the Financial Times
(on-line version) published on the date on which the issue is made (which is expected to be around mid-June 2014). The amounts shown in the
Bonus column reflect the cash value of the bonuses receivable by the directors, excluding the cash value of any ‘matching’ shares. The cash value
of the ‘matching’ shares to be awarded to Stephen Goodyear is £155,899, to Torquil Sligo-Young is £60,479, to Peter Whitehead is £104,374
and to Patrick Dardis is £104,374.
YOUNG & CO.’S BREWERY, P. L .C. ANNUAL REPORT 2014 35
Notes to the financial statements (Continued)
8. Employment (continued)
(c) Retirement benefits
Defined benefit pension scheme
The company operates a defined benefit pension scheme, namely the Young & Co.’s Brewery, P.L.C. Pension Scheme. All individuals in this pension
scheme contribute to it, with contributions being at the rate of 5.0% of pensionable earnings. This pension scheme invests largely in managed funds.
As at 31 March 2014 two directors, Peter Whitehead and Patrick Dardis, were accruing benefits under the defined benefit pension scheme in respect
of qualifying service. The company accounts for retirement benefits in accordance with IAS 19 and detailed disclosures covering this are set out in
note 24.
Peter Whitehead
Patrick Dardis
1
Accrued
pension
as at
31 March 2014
£ p.a.
60,872
36,262
2
Age normal
retirement
date reached
60
60
3
Value of increase in
accrued pension during
year to 31 March 2014
(net of member contributions)
£
64,116
55,450
Notes:
(1) The pension entitlement shown in column 1 is that which would be paid annually on retirement under the terms of the relevant director’s service
agreement based on service to 31 March 2014. As Peter Whitehead was appointed before 6 April 1997 he is entitled to a pension payable
without reduction at the earliest age permissible by HM Revenue & Customs. Peter Whitehead has opted for 2014 Fixed Protection and therefore
ceased future pension accrual from 6 April 2014.
(2) Stephen Goodyear and Torquil Sligo-Young have begun to draw their pensions. They therefore have no further defined benefit accrual and have not
been included in the above table.
(3) The value of the increase in accrued pension in column 3, for the directors who accrued benefits over the year in the Young & Co.’s Brewery, P.L.C.
Pension Scheme, is calculated using appropriate methodology prescribed under relevant legislation. For example, this includes applying a factor of
20 to the increase in accrued pension over the year (net of the required allowance for inflation). This method of valuation is different from using the
scheme’s normal cash equivalent transfer value basis.
Defined contribution pension schemes
The company also operates a number of defined contribution pension schemes.
As at 31 March 2014 two directors, Ed Turner and Rupert Clevely, were in such a scheme. For the year ended 31 March 2014 the company paid
contributions of £8,550 and £135 respectively into a defined contribution pension arrangement for them.
Post retirement health care
In addition, the company bears the cost of post retirement health care premia for certain employees and ex-employees.
(d) Profit sharing scheme
Share allocations made up to and including those for the company’s financial period that ended in 2 April 2005, which were based on a member’s
individual entitlement after deductions of income tax and national insurance, are held in the Ram Brewery Trust II. On retirement members receive their
accrued entitlement to shares. If they leave the company’s employment before reaching normal retirement age they continue to receive the income
accruing to them by virtue of their membership of the scheme prior to them leaving, and their allocation to the date of leaving is held on their behalf
until normal retirement age.
The accrued entitlement to A shares under the scheme of each of the directors who served during the period is as follows (and there is no further
accrual): Stephen Goodyear (22,680), Torquil Sligo-Young (31,412), Peter Whitehead (20,816) and Patrick Dardis (6,696). None of the other directors
who served during the period have an accrued entitlement under the scheme.
(e) Savings-related share option scheme
The company operates a savings-related share option scheme. From year to year eligible employees of the group are invited to join the scheme and
be granted options to buy shares in the company. Employees must normally have been employed throughout a period of two years preceding the
financial year in which they are invited to join, and they must agree to save a fixed monthly amount with a savings institution through deductions
from net salary and usually over a three year period. The amount to be saved determines the number of shares over which an option is granted.
If the board chooses options are granted at a discount of up to 20% of the market price of a share at the time invitations are sent out to join the
scheme for that year. There are no performance conditions other than continued employment.
36
36
YOUNG & CO.’S BREWERY, P. L .C. ANNUAL REPORT 2014
Strategic report
Directors’ report
Financial statements
Shareholder information
The entitlement to A shares under the scheme of each of the directors who served during the period is as follows:
At
1 April 2013
Granted
during the period
At
31 March 2014
Stephen Goodyear
Torquil Sligo-Young
Peter Whitehead
Patrick Dardis
Edward Turner
1,844
1,844
1,844
1,844
1,844
–
–
–
–
–
1,844
1,844
1,844
1,844
1,844
Exercise
price
(pence) (1)
488
488
488
488
488
Exercisable
from
01.09.15
01.09.15
01.09.15
01.09.15
01.09.15
Exercisable
to
28.02.16
28.02.16
28.02.16
28.02.16
28.02.16
Note:
(1) The exercise price of 488p per share represents a 20% discount to the then market price of 610p per share.
9. Exceptional items
Amounts included in operating profit:
Upward movement on the revaluation of properties (note 17)
Downward movement on the revaluation of properties (note 17)
Acquisition costs
Capital gains tax on ESOP Trust allocated shares
Profit on sale of properties
Restructuring costs
Compensation to terminate leases
Exceptional tax:
Change in corporation tax rate
Tax attributable to above adjustments
Total exceptional items after tax
2014
£000
3,773
(3,514)
(602)
(268)
–
–
–
Restated
2013
£000
2,418
(3,376)
(217)
(168)
765
(552)
(679)
(611)
(1,809)
2,567
(535)
2,032
802
(228)
574
1,421
(1,235)
The movement on the revaluation of properties relates to the revaluation exercise which was completed during the period. The revaluation was
conducted at an individual pub level and identified a net upward movement of £259,000 (2013: £958,000 net downward) which has been taken to the
income statement. The upward movement for the period ended 31 March 2014 is all within land and buildings. In the previous period the downward
movement was split between land and buildings £228,000 and fixtures and fittings £730,000. See note 5 for segmental information.
The acquisition costs include legal fees and stamp duty incurred on the purchase of the Clapham North, New Inn (Ealing) and Royal Oak (Bethnal
Green) on 27 June 2013, Weyside (Guildford) on 19 November 2013 and the King’s Head (Islington) on 17 January 2014. In the prior period acquisition
costs related to the purchase of the Cutty Sark (Greenwich) on 30 October 2012 and the Narrowboat (Islington) on 9 October 2012.
The capital gains tax on ESOP Trust allocated shares relates to the shares held within the Ram Brewery Trust II on behalf of the closed profit sharing
scheme (see note 8(d)). A liability is recognised at each balance sheet date for the potential capital gains tax that could arise on the disposal of shares
to the members of the scheme on retirement.
In the prior period, the following properties were sold realising a profit: the Plough Inn (Lambeth), Marble Hill (Twickenham), Mitre (Richmond),
Gorringe Park (Tooting), Chequers (Cassington), Prince of Wales (Merton) and the Old Anchor (Twickenham). Restructuring costs relate to a
reorganisation of the group’s head office functions and compensation was paid to former tenants to terminate leases so they could be moved to
the managed house division.
YOUNG & CO.’S BREWERY, P. L .C. ANNUAL REPORT 2014 37
Notes to the financial statements (Continued)
10. Adjusted profit before tax
The table below shows how adjusted group profit before tax has been arrived at. This alternative performance measure has been provided as the board
believes that it gives a useful additional indication of the group’s underlying performance. All the results below are from continuing operations.
Profit before tax
Operating exceptional items (note 9)
11. Finance costs and revenue
Bank loans and overdrafts
Finance lease interest
Finance costs
Interest receivable and unwinding of discounted deferred consideration
12. Taxation
Tax charged in the group income statement
Current tax
Current tax expense
Adjustment in respect of current tax of prior periods
Deferred tax
Origination and reversal of temporary differences
Change in corporation tax rate
Adjustment in respect of deferred tax of prior periods
2014
£000
26,560
611
Restated
2013
£000
21,415
1,809
27,171
23,224
2014
£000
5,899
42
5,941
(250)
5,691
2014
£000
6,894
(124)
6,770
209
(2,567)
94
(2,264)
2013
£000
5,852
42
5,894
(543)
5,351
Restated
2013
£000
5,719
(250)
5,469
637
(802)
(238)
(403)
Tax expense
4,506
5,066
Deferred tax in the group statement of comprehensive income
Property revaluation and disposals
Retirement benefit schemes
Interest rate swaps
Change in corporation tax rate
Tax expense/(credit)
3,624
690
1,261
(4,904)
(378)
(528)
(395)
(1,407)
671
(2,708)
38
38
YOUNG & CO.’S BREWERY, P. L .C. ANNUAL REPORT 2014
Deferred tax in the group income statement
Property revaluation and disposals
Fair value gains on acquisition of subsidiaries
Capital allowances
Retirement benefit schemes
Other tax provisions
Share based payments
Derecognition of deferred tax on the sale of subsidiary
Tax credit
Strategic report
Directors’ report
Financial statements
Shareholder information
(830)
(972)
78
(544)
116
(112)
–
795
(600)
(1,050)
370
63
(8)
27
(2,264)
(403)
A reconciliation of the tax expense applicable to the profit from operating activities before tax at the statutory rate to the actual tax expense at the
group’s effective tax rate for the periods ended 31 March 2014 and 1 April 2013 respectively is as follows:
Profit before tax
Total profit before tax at corporation tax rate of 23% (2013: 24%)
Tax effects of:
Expenses not deductible for tax purposes
Recognition of property revaluation, rollover claim and other property movements
Non assessable income
Remeasurement of deferred tax – change in corporation tax rate
Derecognition of deferred tax on sale of subsidiary
Prior period adjustment – current tax
Prior period adjustment – deferred tax
Total tax expense
2014
£000
2013
£000
26,560
21,415
6,109
5,140
672
380
(58)
(2,567)
–
(124)
94
778
723
(312)
(802)
27
(250)
(238)
4,506
5,066
Changes in the UK corporation tax rate from 23% to 21% (effective from 1 April 2014) and then from 21% to 20% (effective from 1 April 2015) were
substantively enacted on 2 July 2013. Accordingly, the deferred tax balances have been remeasured from 23% to 20%. It is not expected that any
deferred tax balances will be realised or settled between 1 April 2014 and 1 April 2015 and therefore the 21% rate has not been applied.
13. Business combinations
The group and company acquired the Clapham North, New Inn (Ealing), Royal Oak (Bethnal Green), Weyside (Guildford) and the King’s Head (Islington)
in the current period. The aggregated fair value of the identifiable assets and liabilities of the acquired businesses was property and equipment of
£10,785,000 and inventories of £nil. The group incurred £602,000 of costs associated with the acquisitions, which have been recorded as operating
exceptional items.
In the prior period, the group acquired the Cutty Sark (Greenwich) and the Narrowboat (Islington). The aggregated fair value of the identifiable assets
and liabilities of the acquired businesses was property and equipment of £3,700,000 and inventories of £nil. The group incurred £217,000 of costs
associated with the acquisitions, which have been recorded as operating exceptional items.
14. Dividends on equity shares
Final dividend (previous period)
Interim dividend (current period)
2014
Pence
7.61
7.45
2013
Pence
7.25
7.02
15.06
14.27
2014
£000
3,670
3,597
7,267
2013
£000
3,497
3,385
6,882
In addition, the board is proposing a final dividend in respect of the period ended 31 March 2014 of 8.07p per share at a cost of £3,897,000. If
approved, it is expected to be paid on 10 July 2014 to shareholders who are on the register of members at the close of business on 6 June 2014.
YOUNG & CO.’S BREWERY, P. L .C. ANNUAL REPORT 2014 39
Notes to the financial statements (Continued)
15. Earnings per ordinary share
(a) Earnings
Profit attributable to equity shareholders of the parent
Operating exceptional items
Tax attributable to above adjustments
Change in corporation tax rate
Adjusted earnings after tax
Basic weighted average number of ordinary shares in issue
Dilutive potential ordinary shares from outstanding employee share options
Diluted weighted average number of shares
(b) Basic earnings per share
Basic
Effect of exceptional items and other adjustments
Adjusted basic
(c) Diluted earnings per share
Diluted
Effect of exceptional items and other adjustments
Adjusted diluted
2014
£000
22,054
611
535
(2,567)
Restated
2013
£000
16,292
1,809
228
(802)
20,633
17,527
Number
Number
48,275,784
60,685
48,224,000
33,932
48,336,469
48,257,932
Pence
45.68
(2.94)
42.74
Pence
45.63
(2.94)
42.69
Pence
33.78
2.56
36.34
Pence
33.76
2.56
36.32
The basic earnings per share figure is calculated by dividing the profit attributable to equity shareholders of the parent for the period by the weighted
average number of ordinary shares in issue during the period.
Diluted earnings per share have been calculated on a similar basis taking into account 60,685 (2013: 33,932) dilutive potential shares under the SAYE
scheme (See note 8(e) and 26).
Adjusted earnings per share are presented to eliminate the effect of the exceptional items and the tax attributable to those items on basic and diluted
earnings per share.
16. Goodwill
Goodwill
Group
2014
£000
2013
£000
20,426
20,426
Goodwill of £20.4 million arose on the acquisition of Geronimo Group Limited and was allocated for impairment testing purposes to the
Geronimo group of cash generating units. The Geronimo group of cash generating units is the pubs trading under the Geronimo concept and
falls within the Geronimo managed houses segment.
The group tests the goodwill annually for impairment or more frequently if there are indicators that goodwill may have been impaired.
The recoverable amount is the value in use and exceeds the carrying value. The value in use is calculated using the three year business plan
approved by the board. Cash flows beyond this period assume 2.0% growth (2013: 2.0%) which is below the industry long term average growth
rate. The pre-tax discount rate applied to cash flow projections is 9.2% (2013: 8.5%). The calculation is most sensitive to revenue assumptions and
the pre-tax discount rate, however the board believes that the assumptions used are reasonable. The group has conducted a sensitivity analysis on
the impairment test and neither a 10% decline in cash flow nor a 1% increase in the discount rate would lead to the impairment of the goodwill in
the period ended 31 March 2014.
40
40
YOUNG & CO.’S BREWERY, P. L .C. ANNUAL REPORT 2014
17. Property and equipment
Group
Fixtures,
fittings &
equipment
£000
80,025
11,564
303
(1,058)
(4,916)
–
–
85,918
15,352
1,057
(8,927)
Total
£000
589,320
16,793
3,700
(4,069)
(4,916)
13,573
(5,026)
609,375
22,829
10,785
(8,927)
–
–
27,865
(5,897)
Land &
buildings
£000
509,295
5,229
3,397
(3,011)
–
13,573
(5,026)
523,457
7,477
9,728
–
27,865
(5,897)
Cost or valuation
At 2 April 2012
Additions
Business combinations
Disposals
Fully depreciated assets
Revaluation(1)
– effect of upward movements
in property valuation
– effect of downward movements
in property valuation
At 1 April 2013
Additions
Business combinations
Transfer to assets held for sale
Revaluation(1)
– effect of upward movements
in property valuation
– effect of downward movements
in property valuation
Strategic report
Directors’ report
Financial statements
Shareholder information
Company
Fixtures,
fittings &
equipment
£000
73,684
9,675
303
(876)
(4,916)
–
–
77,870
13,299
1,057
(8,927)
Total
£000
531,677
14,542
3,700
(3,885)
(4,916)
10,476
(5,026)
546,568
19,988
10,785
(8,927)
–
–
24,119
(5,819)
Land &
buildings
£000
457,993
4,867
3,397
(3,009)
–
10,476
(5,026)
468,698
6,689
9,728
–
24,119
(5,819)
At 31 March 2014
562,630
93,400
656,030
503,415
83,299
586,714
Depreciation and impairment
At 2 April 2012
Depreciation charge
Disposals
Fully depreciated assets
Revaluation(1)
– effect of downward movements
in property valuation
– effect of upward movements
in property valuation
At 1 April 2013
Depreciation charge
Fully depreciated assets
Revaluation(1)
– effect of downward movements
in property valuation
– effect of upward movements
in property valuation
43,359
2,172
(770)
–
43,919
9,512
(758)
(4,916)
87,278
11,684
(1,528)
(4,916)
39,465
1,255
(768)
–
42,021
8,037
(582)
(4,916)
81,486
9,292
(1,350)
(4,916)
2,559
817
3,376
1,270
609
1,879
(2,331)
(87)
(2,418)
(2,181)
–
(2,181)
44,989
2,087
–
48,487
10,423
(8,927)
93,476
12,510
(8,927)
39,041
1,331
–
45,169
8,687
(8,927)
84,210
10,018
(8,927)
3,514
(3,773)
–
–
3,514
(3,773)
3,233
(3,537)
–
–
3,233
(3,537)
At 31 March 2014
46,817
49,983
96,800
40,068
44,929
84,997
Net book value
At 2 April 2012
465,936
36,106
502,042
418,528
31,663
450,191
At 1 April 2013
478,468
37,431
515,899
429,657
32,701
462,358
At 31 March 2014
515,813
43,417
559,230
463,347
38,370
501,717
(1) The group’s net book value uplift due to revaluation of £22.2 million (2013: £7.6 million) comprises an upward movement of £21.9 million
(2013: £8.6 million) shown in the statements of comprehensive income plus a reversal of previous downward revaluations of £0.3 million (2013:
£1.0 million downward) in the income statement. The company’s net book value uplift due to revaluation of £18.6 million (2013: £5.8 million)
comprises an upward movement of £18.3 million (2013: £5.5 million) shown in the statements of comprehensive income plus a reversal of
previous downward revaluations of £0.3 million (2013: £0.3 million) in the income statement.
YOUNG & CO.’S BREWERY, P. L .C. ANNUAL REPORT 2014 41
Notes to the financial statements (Continued)
(a) Revaluation of property and equipment
The group’s property estate is valued externally on an annual basis in accordance with the provisions of the RICS Valuation – Professional Standards
January 2014 (‘the Red Book’), which takes account of the properties’ highest and best value. The group’s freehold and leasehold land, buildings,
fixtures and fittings were valued at market value, as at 31 March 2014 and 1 April 2013, by CBRE Ltd, independent chartered surveyors and by
Andrew Cox MRICS, the group’s director of property and tenancies and a Chartered Surveyor.
The external valuation is based on information, such as current and historic levels of turnover, gross profit, wages and overheads and resultant
EBITDA. The external valuers have then applied a multiplier to the EBITDA based upon the relative risks associated with the trading format, tenure
and property. In a number of cases the value of the property derived purely from an income approach understates the underlying property value.
In these cases the external valuers have applied a spot value to the property rather than a value derived from a multiple applied to the income.
EBITDA represents a key unobservable input. In addition, the valuation was based on the valuer’s assumptions and models. Each individual pub is
valued as a fully equipped operational entity after taking into account its trading potential, location, tenure, size and condition and other factors such
as recent market transactions. Changes in these variables and assumptions could materially impact the valuations.
These valuations and the assumptions made are discussed and reviewed with Andrew Cox, the Board and the auditors. The highest and best use
of its properties do not differ materially from their current use, public houses.
These techniques are consistent with the principles in IFRS 13 Fair Value Measurement and use significant unobservable inputs such that the fair
value measurement of each property within the portfolio has been classified as Level 3 in the fair value hierarchy.
The key inputs to valuation on property and equipment are as follows:
Segment
Managed houses
Managed houses
Managed houses
Tenanted houses
Tenanted houses
Segment total
Unallocated
Total net book value 31 March 2014
Tenure EBiTDA multiple range Number of pubs Value of pubs
£000
High
Low
Freehold
Leasehold
Concession
Freehold
Leasehold
7.0
2.0
Spot
6.0
Spot
12.5
4.0
Spot
10.5
Spot
134
26
3
68
11
242
–
242
478,622
18,516
384
51,726
316
549,564
9,666
559,230
If, at 31 March 2014, the property estate had been carried at historic cost less accumulated depreciation and impairment losses, its carrying amount
would have been approximately £357.8 million (2013: £336.1 million).
The revaluation surplus represents the amount by which the fair value of the estate exceeds its historic value.
A sensitivity analysis has been conducted on the property estate to give an indication of the impact of movements in the most sensitive assumption,
EBITDA. The analysis considers this single change with the other assumptions unchanged. In practice changes in one assumption may be
accompanied by changes in another. Changes in market values may also occur at the same time as any changes in assumptions. This information
should not be taken as a projection of likely future valuation movements. Decreasing the EBITDA used in the revaluation by 10% would decrease
the valuation by £47.1 million (2013: £45.4 million). Increasing the EBITDA used in the revaluation by 10% would increase the valuation by
£47.1 million (2013: £45.4 million).
42
42
YOUNG & CO.’S BREWERY, P. L .C. ANNUAL REPORT 2014
(b) Assets held under finance leases
The net book value of assets held under finance leases was:
Land and buildings held under finance leases
(c) Capital commitments
Capital commitments not provided for in these financial statements and
for which contracts have been placed amounted to:
18. Investments in subsidiaries
Investments
Group subsidiary undertakings
Geronimo Inns Limited
Geronimo Airports Limited
Strategic report
Directors’ report
Financial statements
Shareholder information
2014
£000
10,056
2013
£000
9,209
5,352
2,719
Company
2014
£000
2013
£000
24,254
24,254
Country of
incorporation
and registration
Country of
principal
operations
% of
equity and
votes held
England
England
England
England
100
100
In the prior period, the group disposed of its entire 51% share in Sticky Fingers Food Limited (“Sticky Fingers”), its food production subsidiary.
Sticky Fingers was a non-core business and the disposal allowed the group to focus on operating pubs. The disposal was for a consideration of £2
and resulted in a loss on disposal of £23,000.
19. Inventories
Group
Company
Finished goods and goods for resale
2,554
2,455
1,958
2014
£000
2013
£000
2014
£000
2013
£000
1,875
YOUNG & CO.’S BREWERY, P. L .C. ANNUAL REPORT 2014 43
Notes to the financial statements (Continued)
20. Trade and other receivables
Trade receivables
Other receivables
Prepayments and accrued income
Amounts due from subsidiaries
Group
Company
2014
£000
1,955
381
3,607
–
5,943
2013
£000
1,438
417
2,406
2014
£000
1,787
317
3,035
2013
£000
1,282
393
1,824
–
21,591
26,230
4,261
26,730
29,729
Trade receivables are denominated in sterling, are non interest bearing and are generally on 0-20 days’ terms. The above carrying values are shown
net of a provision for impairment and equate to fair value.
At 31 March 2014, trade receivables with a nominal value of £724,000 (2013: £587,000) were impaired and fully provided for.
Movements in the provision for impairment of receivables were as follows:
Opening balance
Charge for period
Amounts written off
2014
£000
587
255
(118)
724
The amounts written off in the period were specific debts which proved irrecoverable.
The analysis of trade receivables at 31 March 2014 is as follows:
Neither
past due
Total
nor impaired
£000
1,955
1,438
£000
715
323
<31
days
£000
822
742
31-60
days
£000
230
264
61-90
days
£000
20
45
2014
2013
2013
£000
899
109
(421)
587
91+
days
£000
168
64
Of the trade receivables that are neither past due nor impaired by value, 19.2% (2013: 1.8%) reflects new customers with no previous history
of default, 71.5% (2013: 68.3%) represents existing customers with no history of default and 9.3% (2013: 29.9%) represents existing customers
with some history of default.
21. Trade and other payables
Trade payables
Other related parties: Ram Brewery Trust II
Other tax and social security
Other creditors
Accruals and deferred income
Group
Company
2014
£000
2013
£000
2014
£000
11,600
8,428
11,502
294
5,818
7,083
4,515
–
5,520
5,706
4,502
294
5,762
6,321
4,021
2013
£000
8,370
325
5,191
5,228
3,994
29,310
24,156
27,900
23,108
All trade payables are payable on demand and the carrying values above equate to fair value.
44
44
YOUNG & CO.’S BREWERY, P. L .C. ANNUAL REPORT 2014
Strategic report
Directors’ report
Financial statements
Shareholder information
22. Capital management and financial instruments
The group’s capital management objective is to maintain an optimal structure, measuring investment opportunities against returning capital to
shareholders, but with an appropriate level of gearing. This provides a platform from which the group can seek to maximise shareholder value. The
group monitors its capital using gearing ratios, net debt as a multiple of EBITDA and interest cover. The group finances the business with a mixture
of equity (note 25) and debt (note 27).
The group’s principal treasury objective is to manage financial risks and provide secure and competitively priced funding for the group’s activities.
When appropriate, the group uses financial instruments and derivatives to manage these risks.
The borrowing requirements are met largely by bank debt, and to a very small extent, finance leases. Other sources of funding arise directly from
trading activities, such as trade and other payables.
The main financial risks relate to interest rates, credit and liquidity. The board seeks to manage these in the following manner:
interest rate risk
The objective is to minimise the group’s interest cost and provide protection from adverse movements in interest rates. The board does this by
maintaining a mix of debt at fixed and variable interest rates. Interest rate swaps are used to help manage this exposure by fixing interest rates whilst
matching the maturity profile and cash flows of the underlying debt. These swaps are designated as cash flow hedges.
The following table demonstrates the sensitivity of the group’s profit before tax to a change in interest rates, with all other variables held constant.
2014
2013
increase/
decrease
in %
Effect on profit
before tax
£000
+1.0
–0.5
+1.0
–0.5
(250)
125
(184)
92
Credit risk
The objective is to minimise the group’s credit risk. Credit risks include counterparties defaulting on their debts or other obligations which would impair
the group’s ability to recover the carrying value of that asset. The group has financial control policies which it follows before entering into arrangements
with a new counterparty or when there is a substantial change in the existing relationship. Any potential impairments are monitored and, where
appropriate, provision is made for any irrecoverable balances. The company is not considered to have any exposure to credit risk from amounts due
from subsidiaries.
Liquidity and cash flow risk
The objective is to ensure that the group has sufficient financial resources to develop its existing business and exploit opportunities as they arise. The
board manages liquidity risk by ensuring that the group’s debt profile is long dated, facilities are committed and the group does not rely unduly on
short term borrowings. The group’s borrowings are dependent on certain financial covenants being met. If these were breached, funding could be
withdrawn leaving the group with insufficient working capital and if the group were unable to find other alternative sources of funding it may not be
possible to continue trading in its current form. The board is vigilant in managing the business, assessing and monitoring acquisitions and investments,
and forecasting the group’s profit and cash flows. The funding position of the group is continuously reviewed against the headroom in the group’s
borrowing facilities.
Other risks that the group faces are referred to in the principal risks and uncertainties section starting on page 8.
(a) Derivative financial instruments: interest rate swaps
Financial liability – interest rate swaps
Fair value movement of interest rate swaps taken to equity
Group and company
2014
£000
2013
£000
(8,389)
(13,870)
5,481
(1,647)
The group has a number of interest rate swaps that fix future interest cash flows on the variable interest rate bank loans. These instruments result in
the group paying fixed interest rates on the notional amount for each swap’s life. The swaps are being used to hedge the exposure to changes in the
group’s cash flows on its variable rate loans due to changes in LIBOR. The secured loans and the interest rate swaps have the same critical terms over
their relevant period.
The duration of each swap, and its respective interest rates once combined with the bank’s margin and other costs, are detailed in part (b) of this note.
YOUNG & CO.’S BREWERY, P. L .C. ANNUAL REPORT 2014 45
Notes to the financial statements (Continued)
(b) Loans, borrowings, interest rates and fair values
Group and company
Term or
expiry date
Effective
interest rate
Period
rate fixed
2014
Secured
£20 million loan swapped into fixed rate
£40 million loan swapped into fixed rate
£10 million loan
£30 million loan swapped into fixed rate
£75 million revolving credit facility
Unsecured
Finance leases
Financial liabilities
As shown
Current borrowings
Non current borrowings
Financial liabilities
2013
Secured
Fair
value
2014
£000
Book
value
2014
£000
21,489
40,713
9,903
35,748
14,276
19,969
39,614
9,903
29,978
14,276
4.58%
March 2018
4 years
March 2021 4.01% to 4.59% 1 to 7 years
None
March 2021
9 years
March 2023
None
March 2019
Variable
5.97%
Variable
122,129 113,740
688
114,428
6
114,422
114,428
Fair
value
2013
£000
Book
value
2013
£000
Term or
expiry date
Effective
interest rate
Period
rate fixed
£20 million loan swapped into fixed rate
£30 million loan swapped into fixed rate
£50 million loan swapped into fixed rate
£50 million revolving credit facility
March 2018
March 2023
December 2013 to 2015
December 2015
5 years
4.58%
5.97%
10 years
4.51% 1 to 3 years
None
Variable
22,790
39,182
51,898
18,321
19,940
29,910
49,821
18,321
Unsecured
Finance leases
Financial liabilities
As shown
Current borrowings
Non current borrowings
Financial liabilities
132,191
117,992
694
118,686
10,006
108,680
118,686
The secured borrowings are secured on the assets of the group.
The fair values of borrowings and interest rates derivatives are estimates based on prevailing market rates of interest and expected future cash flows
arising from those instruments.
Bank overdrafts
Bank overdrafts are used for day to day cash management. The group has a £10 million overdraft facility with interest linked to the base rate.
Bank loan
The group has a bilateral £50 million term loan with the Royal Bank of Scotland and a £50 million syndicated facility with the Royal Bank of Scotland
and Barclays. The bilateral loan is repayable as to £20 million on 28 March 2018 and as to £30 million on 28 March 2023. The syndicated loan
is repayable on 17 March 2021. Interest rate swaps have been entered into in respect of some of bank loans which results in the effective interest
charge being fixed at the rates disclosed above.
Revolving credit facility
The group has a £75 million revolving credit facility with the Royal Bank of Scotland and Barclays of which £15 million was drawn at the period end.
Final repayment of the total drawn down balance is due as one payment on 17 March 2019. This is a committed facility which permits drawings of
different amounts and for different periods. These drawings carry interest at a margin above LIBOR with a commitment payment on the undrawn
portions. Interest is payable at each renewal date.
46
46
YOUNG & CO.’S BREWERY, P. L .C. ANNUAL REPORT 2014
Strategic report
Directors’ report
Financial statements
Shareholder information
22. Capital management and financial instruments (continued)
(c) Maturity of the group’s financial liabilities and expiry of facilities
2014
Borrowings
Trade and other payables
Derivative financial instruments
2013
Borrowings
Trade and other payables
Derivative financial instruments
Maturity of financial liabilities
Between
one and
two years
£000
1,121
–
2,948
4,069
Between
one and
two years
£000
12,259
–
2,712
14,971
Between
two and
five years
£000
38,982
–
8,514
After
five years
£000
83,644
–
7,715
Total
£000
124,386
16,611
22,250
47,496
91,359
163,247
Between
two and
five years
£000
53,828
–
7,006
60,834
After
five years
£000
52,320
–
7,628
Total
£000
131,120
13,948
20,058
59,948
165,126
Within
one year
£000
639
16,611
3,073
20,323
Within
one year
£000
12,713
13,948
2,712
29,373
The above maturity table includes contractual gross undiscounted cash flows of the borrowings, related interest, net derivatives, finance leases, trade
payables and contractual accruals.
(d) Fair value hierarchy for instruments measured at fair value
Group and company
Financial liabilities at fair value
Interest rate swaps
Financial liabilities at fair value
Interest rate swaps
(8,389)
(8,389)
Fair value
2013
£000
(13,870)
(13,870)
Fair value
2014
£000
Level 1
2014
£000
Level 2
2014
£000
(8,389)
(8,389)
Level 3
2014
£000
–
–
–
–
Level 1
2013
£000
Level 2
2013
£000
Level 3
2013
£000
–
–
(13,870)
(13,870)
–
–
Level 1
Fair values measured using quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2
Fair values measured using inputs, other than quoted prices included within Level 1, that are observable for the asset or liability either directly
or indirectly
Interest rate swaps are accounted for at their fair value based on market prices.
Level 3
Fair values measured using inputs for the asset or liability that are not based on observable market data.
(e) Financial assets
Financial assets of the group and the company are not included in this note because their book value approximates their carrying value.
YOUNG & CO.’S BREWERY, P. L .C. ANNUAL REPORT 2014 47
Notes to the financial statements (Continued)
23. Deferred tax
Deferred tax assets
Interest rate swaps
Retirement benefit schemes
Decelerated capital allowances
Capital losses
Other provisions
Share based payments
Deferred tax liabilities
Rolled over gains and property revaluations
Fair value gains on acquisition of subsidiaries
Group
Company
2014
£000
1,678
1,200
820
873
–
164
4,735
2013
£000
3,190
2,033
898
860
116
14
7,111
2014
£000
1,678
1,200
856
873
–
164
4,771
2013
£000
3,190
2,033
922
860
116
14
7,135
(49,043)
(5,331)
(52,078)
(6,303)
(48,386)
–
(51,850)
–
(54,374)
(58,381)
(48,386)
(51,850)
Net deferred tax liabilities
(49,639)
(51,270)
(43,615)
(44,715)
The deferred tax assets and liabilities at the balance sheet date are calculated at the substantively enacted rate of 20%.
The group has realised capital losses of £5,592,000 (2013: £5,589,000) which are available indefinitely to offset against future capital gains. A deferred
tax asset has not been recognised in respect of £1,327,000 (2013: £1,946,000) of these losses because at present it is unclear whether suitable gains
will arise in the foreseeable future to utilise these losses.
In addition, the group has unrealised capital losses of £15,334,000 (2013: £11,985,000) of which £100,000 (2013: £99,000) has been recognised
and £15,234,000 (2013: £11,886,000) has not been recognised at present because it is uncertain whether these unrealised losses will be utilised. The
company has unrealised capital losses of £12,968,000 (2013: £8,807,000) of which £100,000 (2013: £99,000) has been recognised and £12,868,000
(2013: £8,708,000) has not been recognised.
24. Retirement benefit schemes
The company operates one defined benefit pension scheme, namely the Young & Co.’s Brewery, P.L.C. Pension Scheme, a number of defined
contribution pension schemes and a post retirement health care scheme.
The aggregate contribution to the defined contribution schemes was £343,000 (2013: £286,000).
Independent, professionally qualified actuarial advice is sought to determine the liabilities arising from the defined benefit scheme, using the projected
unit credit method. The scheme is formally valued every three years. The obligations under the scheme consist mainly of a final salary scheme which
provides members benefits based on length of service and salary.
Through its defined benefit scheme and post retirement health care scheme the group is exposed to a number of risks which are referred to in the
principal risks and uncertainties section starting on page 8.
The employer contribution to the defined benefit scheme for the period ended 31 March 2014 was £653,000 (2013: £2,478,000) plus premiums
of £251,000 (2013: £241,000) to the post retirement health care scheme. The current arrangement as regards contribution rates is described in the
relevant Schedule of Contributions.
The defined benefit scheme is closed to new entrants. Consequently the current service cost will increase as the members of that scheme
approach retirement.
Future employee contribution rates are projected to be 5.0% of pensionable earnings. Future employer contribution rates are projected to be 18.0%
of pensionable earnings. The total contributions to the defined benefit scheme in the 2015 financial period are expected to be £2,600,000 which
includes a special contribution of £2,100,000. The total contributions to the post retirement health care scheme in the 2015 financial period are
expected to be £260,000.
As explained in note 2, with effect of 1 January 2013 the group has adopted the revised IAS 19 Employee benefits. The 2013 comparative figures have
been restated as detailed in note 2.
48
48
YOUNG & CO.’S BREWERY, P. L .C. ANNUAL REPORT 2014
Strategic report
Directors’ report
Financial statements
Shareholder information
Pension
Health care
2014
%
3.50
3.50
2.50
4.60
3.50
N/A
2013
%
3.40
3.40
2.40
4.50
3.40
N/A
2014
%
N/A
N/A
N/A
4.60
3.50
9.00
2014
Years
22.8
25.2
24.7
27.1
2013
%
N/A
N/A
N/A
4.50
3.40
9.00
2013
Years
22.7
25.1
24.6
27.0
Increase
£000
24
505
Decrease
£000
(21)
(430)
24. Retirement benefit schemes (continued)
Financial assumptions
Rate of increase in salaries
Discretionary pension increases
Rate of revaluation of deferred pensions
Discount rate
Inflation
General medical expenses inflation
Mortality assumptions
The life expectancies underlying the valuation are as follows:
Current pensioners (at age 65) – males
Current pensioners (at age 65) – females
Future pensioners (at age 65) – males
Future pensioners (at age 65) – females
The weighted average duration of liabilities for the current period was 17.5 years (2013: 17.9 years)
A one percentage point change in the assumed rate of increase in health care costs would have the following effects:
Effect on the aggregate service cost and interest cost
Effect on defined benefit obligation
The sensitivities regarding the principal assumptions used to measure the schemes’ liabilities are set out below. The illustrations consider the single
change shown with the other assumptions assumed to be unchanged. In practice changes in one assumption may be accompanied by offsetting
changes in another assumption. Changes in market values may also occur at the same time as the changes in assumptions and may or may not
offset them.
Assumption
Discount rate
Rate of inflation
Life expectations
Change in assumption
Increase/decrease by 0.5%
Increase/decrease by 0.5%
Increase by 1 year
impact on scheme liabilities
Decrease/increase by 8.7%
Increase/decrease by 7.6%
Increase by 3.6%
Pension scheme and health care scheme assets, liabilities and expected rates of return
Equities
Diversified growth fund
Absolute return
Corporate bonds
Insured pensions
Other
Total fair value of assets
Present value of retirement benefit liabilities
Scheme deficit
Group and company
Assets and liabilities
2013
£000
2014
£000
27,832
9,430
10,964
46,377
12,300
(1,555)
24,454
21,443
4,384
38,972
14,639
(6)
105,348
(111,343)
103,886
(112,727)
(5,995)
(8,841)
The pension scheme assets includes some of the company’s A shares with a fair value of £4,395,000 (2013: £3,670,000). There are no property assets
of the scheme occupied by the company.
The fair values of the assets have not materially changed due to the adoption of IFRS 13.
YOUNG & CO.’S BREWERY, P. L .C. ANNUAL REPORT 2014 49
Notes to the financial statements (Continued)
Movement in scheme deficits in the period
Group and company
2014
Health
care
scheme
£000
Pension
schemes
£000
Total
£000
(a) Changes in the present value of the pension schemes are as follows:
Opening deficit
Current service cost
Contributions
Other finance charges
Remeasurement through other comprehensive income
(4,205)
(655)
653
(190)
2,861
(4,636)
(11)
251
(203)
140
(8,841)
(666)
904
(393)
3,001
Restated
Pension
schemes
£000
(3,802)
(701)
2,478
(144)
(2,036)
Restated
2013
Health
care
scheme
£000
(4,488)
(11)
241
(216)
(162)
Restated
Total
£000
(8,290)
(712)
2,719
(360)
(2,198)
Closing deficit
(1,536)
(4,459)
(5,995)
(4,205)
(4,636)
(8,841)
(b) Recognised in the income statement
Current service cost included in operating costs
(655)
(11)
(666)
(701)
(11)
(712)
Net interest expense
(190)
(203)
(393)
(144)
(216)
(360)
(c) Recognised in statement of comprehensive income
Experience gains/(losses) arising on the scheme liabilities
(Loss)/gain from change in demographic assumptions
Gain/(loss) from change in financial assumptions
Remeasurement of obligations
Return on scheme assets (less amounts included
in net interest expense)
2,758
–
206
2,964
93
–
47
140
2,851
–
253
3,104
(2,051)
–
(7,725)
(9,776)
45
–
(207)
(162)
(2,006)
–
(7,932)
(9,938)
(103)
–
(103)
7,740
–
7,740
Net remeasurement recognised
2,861
140
3,001
(2,036)
(162)
(2,198)
(d) Movements in the present value of defined benefit obligations during the period
Opening defined benefit obligations
Current service cost
Interest on obligations
Contributions by scheme members
Remeasurement of obligations
Benefits paid
(108,091)
(655)
(4,796)
(97)
2,964
3,791
(4,636)
(11)
(203)
–
140
251
(112,727)
(666)
(4,999)
(97)
3,104
4,042
(96,754)
(701)
(4,711)
(104)
(9,776)
3,955
(4,488)
(11)
(216)
–
(162)
241
(101,242)
(712)
(4,927)
(104)
(9,938)
4,196
Present value of scheme liabilities
(106,884)
(4,459)
(111,343)
(108,091)
(4,636)
(112,727)
(e) Change in fair value of scheme assets
Opening fair value of scheme assets
Interest on scheme assets
Return on scheme assets (less amounts included
in net interest expense)
Contributions by employer
Contributions by scheme members
Benefits paid
103,886
4,606
(103)
653
97
(3,791)
–
–
103,886
4,606
–
251
–
(251)
(103)
904
97
(4,042)
92,952
5,471
6,836
2,478
104
(3,955)
–
–
–
241
–
(241)
92,952
5,471
6,836
2,719
104
(4,196)
Fair value of scheme assets
105,348
–
105,348
103,886
–
103,886
50
50
YOUNG & CO.’S BREWERY, P. L .C. ANNUAL REPORT 2014
Strategic report
Directors’ report
Financial statements
Shareholder information
25. Share capital and reserves
issued and fully paid shares – 12.5p each
Opening balance
Issued under employee share schemes
2014
Shares
2014
£000
2013
Shares
2013
£000
48,224,000
6,028
48,224,000
6,028
66,292
8
–
–
Closing balance
48,290,292
6,036
48,224,000
6,028
Of the opening balance of 48,224,000 shares, 29,064,000 are A shares and 19,160,000 are non-voting shares (2013: 29,064,000 A shares,
19,160,000 non-voting shares). Of the closing balance of 48,290,292 shares, 29,130,292 are A shares and 19,160,000 are non-voting shares
(2013: 29,064,000 A shares, 19,160,000 non-voting shares).
The majority of the A shares issued in the current period relate to directors’ emoluments (see note 8(b)) and the share awards (see note 26).
The two classes of shares are equal in all respects except that the non-voting shares do not carry the right to receive notices of general meetings
or to attend, speak or vote at them.
26. Share awards
During the prior period the group introduced a Save-As-You-Earn (“SAYE”) scheme. The scheme enables directors and eligible employees to
acquire options over A shares of the company at a discount of up to 20% of their market price at the time of granting using the proceeds of a
related SAYE contract. All employees who have worked for the minimum qualifying period on an invitation date are eligible to join the scheme.
Options granted under the SAYE scheme are not subject to performance conditions other than continued employment. These options are all
equity settled.
In the current period, a further 27,542 A shares (2013: 130,679 A shares) were granted under the SAYE scheme on 15 July 2013 at an exercise
price of 662.0p per share (2013: 488.0p per share). Subject to the participants remaining in the employment of the group and making 36
monthly contributions, these options will be exercisable between September 2016 and February 2017.
120,739 A shares remained outstanding at the beginning of the period. During the period, a total of 9,952 options lapsed. A further 1,225
options were exercised at an average price of 488.0p resulting in an increase in share capital of £153.13 and an increase in share premium
of £5,824.87.
A charge of £53,000, valued using the Black-Scholes option pricing model, was made to the group and company income statement in respect
of these options in the period. As at 31 March 2014 options over 137,104 A shares remain outstanding.
YOUNG & CO.’S BREWERY, P. L .C. ANNUAL REPORT 2014 51
Notes to the financial statements (Continued)
27. Net cash generated from operations and analysis of net debt
Profit before tax on continuing operations
Net finance cost
Other finance charge
Operating profit on continuing operations
Depreciation
Movement on revaluation of properties
Profit on sale of properties
Difference between pension service cost and cash contributions paid
Amounts due from subsidiaries waived
Share based payments
Provision for capital gains tax on ESOP Trust allocated shares
Movements in working capital
- Inventories
- Receivables
- Payables
Group
Company
2014
£000
26,560
5,691
393
32,644
12,510
(259)
–
(238)
–
104
268
(99)
(1,682)
4,068
Restated
2013
£000
21,415
5,351
360
27,126
11,684
958
(765)
(2,007)
–
33
168
(113)
184
(2,150)
2014
£000
21,519
4,720
393
26,632
10,018
(304)
–
(238)
–
104
268
(83)
2,999
3,706
Restated
2013
£000
18,910
4,093
360
23,363
9,292
(302)
(765)
(2,007)
90
33
168
12
2,300
(1,390)
Net cash generated from operations
47,316
35,118
43,102
30,794
Analysis of net debt
Cash
Loan capital and finance leases
Net debt
Group
Company
2014
£000
2013
£000
2014
£000
2013
£000
2,435
(114,428)
6,123
(118,686)
1,320
(114,428)
4,938
(118,686)
(111,993)
(112,563)
(113,108)
(113,748)
28. Related party transactions
Balances and transactions between the company and its wholly owned subsidiaries have been eliminated on consolidation and are not disclosed in
this note; they were on an arm’s length basis and are disclosed in notes 5, 20 and 21.
Directors
Directors’ emoluments and retirement benefits are disclosed in notes 8(b) and (c). Directors’ shareholdings and interests are disclosed or referred to
on page 18 and in notes 8(d) and (e).
Rupert Clevely and his wife, Jo Clevely:
• reside from time to time, free of charge, in accommodation above one of the group’s pubs in London – the value of the benefit was £9,787
(2013: £9,787) and is included in the Benefits column for Rupert Clevely in note 8(b);
• are lessees of a property in London from which the group operates one of its pubs – they hold the property on trust for two companies within
the group jointly and, as part of that arrangement, those companies have agreed to indemnify Rupert and Jo Clevely in respect of certain liabilities
relating to the property and the lease under which it is held; and
• are entitled to be reimbursed for certain liabilities, costs and expenses that may be incurred by them pursuant to or in connection with certain pub
related guarantees given by them – the guarantees are not expected to be called on.
Rupert Clevely and four other members of his family own a 50% share of Rogers and Rufus Pty Limited, an Australian wine producer. That company
provides wine to the group for sale in its pubs via an intermediary wine supplier on an arm’s length basis. Goods purchased by the group totalled
£59,741 (2013: £38,102). No amount was outstanding at 31 March 2014 (2013: £nil).
Jo Clevely Design Limited, a company owned and controlled by Jo Clevely, provides interior design services for some of the group’s pubs. For these
services (and inclusive of expenses and reimbursement for items of furniture purchased on behalf of the group) that company has received £149,991
(2013: £131,385). £36,463 was outstanding at 31 March 2014 (2013: £17,286).
No other transactions requiring disclosure have been entered into with the directors.
52
52
YOUNG & CO.’S BREWERY, P. L .C. ANNUAL REPORT 2014
Strategic report
Directors’ report
Financial statements
Shareholder information
28. Related party transactions (continued)
Former director
Roy Summers, a former non-executive director, advises on the quality of the company’s own-brand beers brewed by the company’s former
associate, Wells & Young’s Brewing Company Limited, in Bedford, and also assists with quality monitoring. For these services (and inclusive of
expenses) he received £14,549 (2013: £15,451). £1,790 was outstanding at 31 March 2014 (2013: £1,580).
Pension scheme and trusts
In 1959 the Ram Brewery Trust was established. It has two parts, namely:
• the General Fund. This holds assets and makes payments to or for the benefit of employees, but has not made any such payments in the
period ended 31 March 2014 (2013: nil). It is managed by a corporate trustee, Ram Brewery Trustees Limited, none of the directors of which
is a director of the company. As the trusts affecting the General Fund no longer serve any useful purpose they are being terminated on 31
May 2014. As at 31 March 2014 the General Fund held nil A shares (2013: nil).
• the Pension Fund (now renamed and known as the Young & Co.’s Brewery, P.L.C. Pension Scheme). This provides pensions and other benefits
to employees of the group and certain other individuals. It is managed by a corporate trustee, Young’s Pension Trustees Limited (“YPTL”). Torquil
Sligo-Young, a director of the company, and two other individuals, neither of whom is a director of the company, are the directors of YPTL. As at
31 March 2014, the Young & Co.’s Brewery, P.L.C. Pension Scheme held 477,769 A shares (2013: 502,769), being 1.64% of the class.
In 2008 the Ram Brewery Trust II was established. It holds assets for the benefit of employees and former employees, principally reflecting their
accrued entitlement to A shares under the group’s now closed profit sharing scheme – see note 8(d). The shares are all fully vested and are
not therefore disclosed as an investment in own shares in the group’s financial statements. The Ram Brewery Trust II is managed by a corporate
trustee, RBT II Trustees Limited (“RBT II”). Torquil Sligo-Young, a director of the company, and Roy Summers, a former non-executive director of
the company, are the directors of RBT II. As at 31 March 2014 the trust held 680,856 A shares (2013: 719,956), being 2.34% of the class.
key management
The group considers key management personnel to be solely the directors of the company as they are the only people with authority and
responsibility for planning, directing and controlling the activities of the group. The compensation provided to the directors is detailed in note 8.
Former majority owned subsidiary
In the prior period, the group disposed of its 51% interest in Sticky Fingers Food Limited (“Sticky Fingers”), a supplier of food to the group for
sale in its pubs. The consideration for the disposal was £2. As part of the disposal the aggregate sum of £53,000 borrowed by Sticky Fingers
from Geronimo Inns Limited when the Sticky Fingers venture was set up in 2010 was rescheduled (over a five year period) and Sticky Fingers
was released from its obligation to re-pay the sum of £90,000 owed to the company.
Goods purchased by the group from Sticky Fingers up until the date of disposal totalled £510,815 of which £49,951 was outstanding at the
date of disposal.
Until 25 February 2013 the group performed payroll and administration functions on behalf of Sticky Fingers. For these services the group
re-charged £266,298. £38,430 was outstanding at the date of disposal.
Former associate
On 8 August 2011, the group disposed of its entire 40% share in Wells & Young’s Brewing Company, its former brewing associate. The
consideration receivable for the company’s shareholding was £15.1 million in cash, due in three instalments, the final instalment of £5.0 million
was received during the current period. In the prior period, this deferred consideration was recognised in the group’s balance sheet as “Other
financial asset” within current assets at its discounted present value of £4,749,000.
YOUNG & CO.’S BREWERY, P. L .C. ANNUAL REPORT 2014 53
Notes to the financial statements (Continued)
29. Obligations under leases
(a) Obligations under finance leases
Finance leases for property are for terms ranging from 50 to 999 years. Minimum lease payments for most leases are nominal amounts. Leases do not
have a purchase option but most are renewable at the lessee’s option at the end of the lease term. Equipment is leased over terms of up to five years.
Future minimum lease payments under finance leases are as follows:
Group
Company
Future minimum lease payments due:
Not later than one year
Later than one year and not later than five years
Later than five years
Less: finance charges allocated to future years
The present value of minimum lease payments is analysed as follows:
Not later than one year
Later than one year and not later than five years
Later than five years
2014
£000
2013
£000
2014
£000
47
190
2,661
2,898
(2,210)
47
190
2,708
2,945
(2,251)
47
190
2,661
2,898
(2,210)
688
694
688
6
27
655
688
6
27
661
694
6
27
655
688
2013
£000
47
190
2,708
2,945
(2,251)
694
6
27
661
694
Future minimum rentals receivable from non cancellable subleases on the above properties as at 31 March 2014 were £137,000 (2013: £206,000).
(b) Operating lease agreements where the group is lessee
Operating leases for property are for terms ranging from one to 50 years. Minimum lease payments are typically reviewed every five years and are
based on a percentage of turnover or a negotiated rate per square foot. Most property leases are renewable at the lessee’s option at the end of the
lease term. Equipment is leased over terms of up to five years.
Future minimum rentals payable under non cancellable operating leases are as follows:
Not later than one year
Later than one year and not later than five years
Later than five years
5,824
18,487
35,729
6,315
19,226
38,849
2,824
10,383
22,173
2,278
8,898
20,745
60,040
64,390
35,380
31,921
Future minimum rentals receivable from non cancellable subleases on the above properties as at 31 March 2014 were £907,000 (2013: £821,000).
(c) Operating lease agreements where the group is lessor
The group leases licensed properties to third party tenants. These non cancellable leases are over terms varying from one to 21 years.
Future minimum rentals receivable under non cancellable operating leases are as follows:
3,344
Not later than one year
4,638
Later than one year and not later than five years
7,328
Later than five years
2,992
4,913
7,665
3,344
4,638
7,328
2,992
4,913
7,665
15,310
15,570
15,310
15,570
54
54
YOUNG & CO.’S BREWERY, P. L .C. ANNUAL REPORT 2014
Strategic report
Directors’ report
Financial statements
Shareholder information
30. Post balance sheet events
There were no post balance sheet events.
31. Contingent liabilities
There were no contingent liabilities at the current or prior period balance sheet date.
YOUNG & CO.’S BREWERY, P. L .C. ANNUAL REPORT 2014 55
Five year review
F
Strategic report
Directors’ report
Financial statements
Shareholder information
2014
£000
Restated
2013
£000
2012
£000
2011
£000
2010
£000
Revenue
210,768
193,677
178,964
142,597
127,539
Operating profit before exceptional items
Operating exceptional items
Net finance costs and other finance charge
Profit/(loss) before tax
Taxation
Profit/(loss) from continuing operations
(Loss)/profit from discontinued operation
33,255
(611)
(6,084)
26,560
(4,506)
28,935
(1,809)
(5,711)
21,415
(5,066)
22,054
16,349
–
–
26,162
(28,827)
(4,829)
(7,494)
2,100
(5,394)
(1,117)
21,746
(4,883)
(3,569)
13,294
2,555
15,849
1,964
20,307
(234)
(2,844)
17,229
(5,858)
11,371
1,147
Profit/(loss) for the period
22,054
16,349
(6,511)
17,813
12,518
Adjusted profit before tax
27,171
23,224
21,333
18,177
17,463
Net assets employed
Non current assets
Current assets and assets held for sale
Current liabilities
Non current liabilities
Financed by
Share capital
Reserves
584,391
543,436
526,931
356,503
277,506
10,932
(32,481)
17,588
(36,707)
16,205
(28,614)
9,362
(30,611)
(183,180)
(189,772)
(196,879)
(153,737)
10,174
(19,734)
(99,332)
379,662
334,545
317,643
181,517
168,614
6,036
6,028
6,028
6,028
6,028
373,626
328,517
311,657
175,504
162,586
Non controlling interest
–
–
(42)
(15)
–
379,662
334,545
317,643
181,517
168,614
Purchase of fixed assets and business combinations
33,614
20,493
25,605
78,614
10,819
Net debt
(111,993)
(112,563)
(118,069)
(122,615)
(62,632)
Per 12.5p ordinary share
Adjusted basic earnings from continuing operations
Basic earnings/(loss) from continuing operations
Dividends – paid in period
42.74
45.68
15.06
36.34
33.78
14.27
33.41
(11.13)
13.58
28.36
32.89
13.12
24.92
23.62
12.87
Pence
Pence
Pence
Pence
Pence
Gearing
29.5%
33.6%
37.2%
67.6%
37.1%
Average number of employees
3,357
3,242
2,985
2,335
2,059
56
56
YOUNG & CO.’S BREWERY, P. L .C. ANNUAL REPORT 2014
Notice of meeting
Strategic report
Directors report
Financial statements
Shareholder information
If you hold any A shares, this notice is important and requires your immediate attention. If you are in any doubt as to any aspect of the
proposals referred to in this notice or as to the action you should take, you should seek your own advice from a stockbroker, solicitor,
accountant or other professional adviser. If you have sold or otherwise transferred all of your shares, please pass this copy of the annual
reports, and any proxy form and business reply envelope that came with it, to the purchaser or transferee, or to the person who
arranged the sale or transfer so they can pass it or them to the person who now holds the shares.
If you hold any A shares, you should have received a proxy form for use at the meeting. Guidance notes on how to complete it, and on other
matters, are given on the form itself and in the notes to this notice. Whether or not you propose to attend the meeting, please complete and
submit the proxy form. It must be received by Computershare Investor Services PLC by 11.30am on Sunday, 6 July 2014. Appointing a proxy does
not stop you from attending the meeting and voting. An admission card is attached to the proxy form; please bring this with you to the meeting.
if you do not hold any A shares, this notice is for information purposes only.
Notice is hereby given that the 125th annual general meeting of Young & Co.’s Brewery, P.L.C. (the “Company”) will be held in the Civic
Suite in Wandsworth Town Hall, Wandsworth High Street, Wandsworth, London SW18 2PU on Tuesday, 8 July 2014 at 11.30am for the
following purposes:
Ordinary resolutions
To consider and, if thought fit, to pass the following resolutions which will be proposed as ordinary resolutions:
1. To receive the Company’s annual accounts for the financial year ended 31 March 2014, together with the strategic report, directors’ report
and the auditor’s report on those accounts and reports.
2. To declare a final dividend of 8.07p per share for the financial year ended 31 March 2014.
3. That Ernst & Young LLP be, and is hereby, re-appointed as the Company’s auditor to hold office from the conclusion of this meeting until
the conclusion of the next general meeting of the Company at which the Company’s annual accounts and reports are laid in accordance
with section 437 of the Companies Act 2006.
4. That the directors be, and are hereby, authorised to fix the remuneration of the Company’s auditor.
5. That Rupert Clevely be, and is hereby, re-appointed as a director.
6. That the Company and all companies that are subsidiaries of the Company at any time during the period for which this resolution has
effect be, and are hereby, authorised to:
(a) make political donations to political parties, not exceeding £50,000 in total;
(b) make political donations to political organisations other than political parties, not exceeding £50,000 in total; and
(c) incur political expenditure, not exceeding £50,000 in total;
in each case at any time during the period starting with the date this resolution is passed and ending at the end of next year’s annual
general meeting (or, if earlier, at the close of business on 30 September 2015) but the aggregate amount of political donations and political
expenditure that may be made and incurred by the Company and its subsidiaries pursuant to this authority must not exceed £50,000.
Note: for the purposes of this resolution, “political donation” has the meaning given in section 364 of the Companies Act 2006, “political
expenditure” has the meaning given in section 365 of the Companies Act 2006 and reference to a “political party” or to a “political
organisation” is to a party or to an organisation to which Part 14 of the Companies Act 2006 applies.
7. That the directors be, and are hereby, authorised to allot shares in the Company and to grant rights to subscribe for, or to convert any
security into, shares in the Company:
(a) up to a nominal amount of £2,012,000 (such amount to be reduced by the nominal amount allotted or granted under paragraph (b)
below in excess of such sum); and
(b) comprising equity securities (as defined in section 560(1) of the Companies Act 2006) up to a nominal amount of £4,024,000 (such
amount to be reduced by the nominal amount allotted or granted under paragraph (a) above) in connection with an offer by way of a
rights issue:
(i) to holders of ordinary shares in proportion (as nearly as may be practicable) to their existing holdings; and
(ii) to holders of other equity securities as required by the rights of those securities or as the directors otherwise consider necessary,
and so that the directors may impose any limits or restrictions and make any arrangements which they consider necessary or
appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the
laws of, any territory or any other matter,
such authorities to apply until the end of next year’s annual general meeting (or, if earlier, until the close of business on 30 September
2015) but, in each case, during this period the Company may make offers and enter into agreements which would, or might, require
shares to be allotted or rights to subscribe for, or to convert securities into, shares to be granted after the authority ends and the directors
may allot shares or grant rights to subscribe for, or to convert securities into, shares under any such offer or agreement as if the authority
had not ended.
YOUNG & CO.’S BREWERY, P. L .C. ANNUAL REPORT 2014 57
Notice of meeting (Continued)
Special resolutions
To consider and, if thought fit, to pass the following resolutions which will be proposed as special resolutions:
8. That if resolution 7 is passed, the directors be, and are hereby, given power to allot equity securities (as defined in section 560(1) of
the Companies Act 2006) for cash under the authorities given by that resolution and/or to sell ordinary shares held by the Company as
treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such power to be limited:
(a) to the allotment of equity securities and sale of treasury shares for cash in connection with an offer of, or invitation to apply for, equity
securities (but in the case of the authority granted under paragraph (b) of resolution 7, by way of a rights issue only):
(i) to holders of ordinary shares in proportion (as nearly as may be practicable) to their existing holdings; and
(ii) to holders of other equity securities as required by the rights of those securities or as the directors otherwise consider necessary,
and so that the directors may impose any limits or restrictions and make any arrangements which they consider necessary or
appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the
laws of, any territory or any other matter; and
(b) in the case of the authority granted under paragraph (a) of resolution 7 and/or in the case of any sale of treasury shares for cash,
to the allotment (otherwise than under paragraph (a) above) of equity securities or sale of treasury shares up to a nominal amount
of £301,814,
such power to apply until the end of next year’s annual general meeting (or, if earlier, until the close of business on 30 September 2015)
but during this period the Company may make offers and enter into agreements which would, or might, require equity securities to be
allotted (and treasury shares to be sold) after the power ends and the directors may allot equity securities (and sell treasury shares) under
any such offer or agreement as if the power had not ended.
9. That the Company be, and is hereby, authorised for the purposes of section 701 of the Companies Act 2006 to make one or more
market purchases (as defined in section 693(4) of the Companies Act 2006) of its ordinary shares of 12.5p each (“Ordinary Shares”), such
authority to be limited:
(a) to a maximum number of 4,829,029 Ordinary Shares (which may be all A shares, all non-voting shares or a mix); and
(b) by the condition that, in each case exclusive of expenses, the minimum price that may be paid for an Ordinary Share is the nominal
amount of that share and the maximum price that may be paid for an Ordinary Share is an amount equal to 5% above the average of
the middle market quotations for that share as derived from the AIM appendix to the Daily Official List of the London Stock Exchange
for the five business days immediately preceding the day on which that share is contracted to be purchased,
such authority to apply until the end of next year’s annual general meeting (or, if earlier, until the close of business on 30 September
2015) but during this period the Company may enter into a contract to purchase Ordinary Shares which would, or might, be executed
wholly or partly after the authority ends and the Company may purchase Ordinary Shares pursuant to any such contract as if the
authority had not ended.
By order of the board
Anthony Schroeder
Company Secretary
21 May 2014
Young & Co.’s Brewery, P.L.C.
Registered office:
Riverside House,
26 Osiers Road,
Wandsworth,
London SW18 1NH
Registered in England and Wales No. 32762
58
58
YOUNG & CO.’S BREWERY, P. L .C. ANNUAL REPORT 2014
Strategic report
Directors report
Financial statements
Shareholder information
Notes
Entitlement to attend, speak and vote at the meeting
To be entitled to attend, speak and vote at the meeting (and for the purpose of determining the number of votes you may cast), your
name must be entered in that part of the register of members relating to holders of A shares at 7am on Monday, 7 July 2014 (or, in the
event of any adjournment, at 7am on the day before the day of the adjourned meeting).
What you need to bring
If you come to the meeting, please bring with you the admission card attached to the proxy form.
Appointment of proxies
If you hold any A shares, you may appoint a proxy to exercise all or any of your rights to attend and to speak and vote on your behalf
at the meeting. You can do this by completing the proxy form which came with this document. If you did not receive a proxy form and
believe that you should have one, or if you require additional forms, please contact the Company’s registrars. To be valid, your proxy
form must be received by the Company’s registrars no later than 11.30am on Sunday, 6 July 2014.
Who to appoint as a proxy
A proxy does not have to be a member of the Company but must attend the meeting for your vote to be counted and to otherwise
represent you. Your proxy could be the chairman of the meeting, a director of the Company or someone you know personally who has
agreed to attend and represent you. If you appoint a proxy, you may still attend the meeting.
Multiple proxies
You may appoint more than one proxy in relation to the meeting provided each proxy is appointed to exercise the rights attached
to a different A share or different A shares held by you. A space has been included in the proxy form to allow you to specify the
number of A shares in respect of which that proxy is appointed. If you return the proxy form duly executed but leave this space
blank, you will be deemed to have appointed the proxy in respect of all of your holding of A shares. If you wish to appoint more
than one proxy in respect of your A shares, you should contact the Company for further proxy forms or photocopy the form as
required; you should also read the notes on the proxy form relating to the appointment of multiple proxies.
The following principles apply in relation to the appointment of multiple proxies:
(a) The Company will give effect to your intentions and include votes wherever and to the fullest extent possible.
(b) Where a proxy does not state the number of A shares to which it applies (a “blank proxy”) then, subject to the following principles where
more than one proxy is appointed, that proxy is deemed to have been appointed in relation to the total number of A shares registered
in your name (“your entire holding”). If there is a conflict between a blank proxy and a proxy which does state the number of A shares to
which it applies (a “specific proxy”), the specific proxy will be counted first, regardless of the time it was sent or received (on the basis that
as far as possible the conflicting forms of proxy should be judged to be in respect of different A shares) and remaining A shares will be
apportioned to the blank proxy (pro rata if there is more than one).
(c) Where there is more than one proxy appointed and the total number of A shares in respect of which proxies are appointed is no greater
than your entire holding, it is assumed that proxies are appointed in relation to different A shares, rather than that conflicting appointments
have been made in relation to the same A shares; that is, there is only assumed to be a conflict where the aggregate number of A shares in
respect of which proxies have been appointed exceeds your entire holding.
(d) When considering conflicting proxies, later proxies will prevail over earlier proxies, and which proxy is later will be determined on the basis
of which proxy is last sent (or, if the Company is unable to determine which is last sent, last received). Proxies in the same envelope will be
treated as sent and received at the same time to minimise the number of conflicting proxies.
(e) If conflicting proxies are sent or received at the same time in respect of (or deemed to be in respect of) your entire holding, none of them
will be treated as valid.
(f) Where the aggregate number of A shares in respect of which proxies are appointed exceeds your entire holding and it is not possible to
determine the order in which they were sent or received (or they were all sent or received at the same time), the Company’s registrars or the
Company will take steps to try to clarify the situation with you should time permit. If this is not possible, none of your proxies will be treated
as valid.
(g) If you appoint a proxy or proxies and then decide to attend the meeting in person and vote in person, then the vote in person will override
any proxy vote. If the vote in person is on a poll and is in respect of your entire holding then all proxy votes will be disregarded. If, however,
you vote at the meeting on a poll in respect of less than your entire holding, then if you indicate on your poll card that all proxies are to be
disregarded, that shall be the case; but if you do not specifically revoke proxies, then the vote in person will be treated in the same way as if it
were the last received proxy and earlier proxies will only be disregarded to the extent that to count them would result in the number of votes
being cast exceeding your entire holding.
YOUNG & CO.’S BREWERY, P. L .C. ANNUAL REPORT 2014 59
Notice of meeting (Continued)
Strategic report
Directors report
Financial statements
Shareholder information
(h) In relation to paragraph (g), if you do not specifically revoke proxies, it will not be possible for the Company to determine the intentions of
you in this regard. However, in light of the aim to include votes wherever and to the fullest extent possible, it will be assumed that earlier
proxies should continue to apply to the fullest extent possible.
Changing proxy instructions
To change your proxy instructions, you need to submit a new proxy appointment – further copies can be obtained from the Company.
However, in doing so, you should be aware of the principles that apply to multiple proxies – see the note headed Multiple proxies. If you are
in any doubt as to what to do where you wish to change your proxy instruction, please contact the Company’s registrars or your stockbroker,
solicitor, accountant or other professional adviser.
Termination of proxy appointments
If you wish to revoke your proxy instruction, you must send to the Company’s registrars a signed hard copy notice clearly stating your intention
to revoke your proxy appointment. If you are a corporation, the revocation notice must be executed under your common seal or signed on
your behalf by an officer of you or an attorney for you. Any power of attorney or any other authority under which the revocation notice is
signed (or a notarially certified copy of such power or authority) must be included with the revocation notice. The revocation notice must be
received by the Company’s registrars before the start of the meeting. If you attempt to revoke your proxy appointment but the revocation is
received after the time specified then, subject as follows, your proxy appointment will remain valid. Appointing a proxy does not stop you from
attending the meeting and voting. If you appoint a proxy and attend the meeting, your proxy appointment will automatically
be terminated.
Multiple corporate representatives
If you are a corporation, you may appoint one or more corporate representatives who may exercise on your behalf all your powers as a member
provided they do not do so in relation to the same A shares.
Name and address of the Company’s registrars
The Company’s registrars are Computershare Investor Services PLC.
They can be contacted at The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ.
Display documents
The following will be available for inspection at the Company’s registered office during normal business hours (Saturdays, Sundays and public
holidays excepted) from the date of this notice until 10am on the day of the meeting:
• copies of the executive directors’ service contracts; and
• copies of the letters of appointment of the non-executive directors.
After 10am on the day of the meeting, these documents will be available for inspection in the Civic Suite in Wandsworth Town Hall, Wandsworth
High Street, Wandsworth, London SW18 2PU until the end of the meeting.
Communication
Any address or number used for the purpose of sending or receiving documents or information by electronic means that is referred to in the
Company’s 2014 annual report or any proxy form for the Company’s 125th annual general meeting may not be used to communicate with
the Company for any purpose other than any expressly stated.
60
60
YOUNG & CO.’S BREWERY, P. L .C. ANNUAL REPORT 2014
Explanatory notes to the notice of meeting
Strategic report
Directors report
Financial statements
Shareholder information
Notice of the 125th annual general meeting of Young
& Co.’s Brewery, P.L.C. (the “Company”) to be held on
Tuesday, 8 July 2014 is set out on pages 57 to 60. The
directors consider that all the resolutions to be put to the
meeting are in the best interests of the Company and
its shareholders as a whole; accordingly, the Company’s
board of directors will be voting in favour of them and
unanimously recommends that all A shareholders do so
as well.
Resolutions 1 to 7 are ordinary resolutions; this means that
for each of those resolutions to be passed, more than half
of the votes cast must be in favour.
Resolution 1: annual accounts and reports
The directors have to lay copies of the Company’s annual
accounts, the strategic report, directors’ report and the auditor’s
report on those accounts and reports before you at a general
meeting; this is a legal requirement.
Resolution 2: final dividend
An interim dividend of 7.45p per share was paid in December
2013. The directors are recommending a final dividend of 8.07p
per share for the year ended 31 March 2014, bringing the total
dividend for the year to 15.52p per share. Subject to approval
being given, the final dividend is expected to be paid on 10 July
2014 to shareholders on the register at the close of business on
6 June 2014.
Resolution 3: re-appointment of auditor
An auditor is required to be appointed for each financial year
of the Company. Ernst & Young LLP, the Company’s current
auditor, has agreed to serve for the current financial year and its
re-appointment is therefore being proposed.
Resolution 4: auditor’s remuneration
In accordance with normal practice, the directors are asking for
your authority to determine the auditor’s remuneration.
Resolution 5: re-appointment of director
Rupert Clevely will be retiring automatically from the office of
director at the meeting; this is because he held that position at
the last two annual general meetings and did not retire at either
of them. He is seeking re-appointment and his brief biographical
details are on page 16.
Resolution 6: political donations etc.
This resolution seeks renewal of the existing authority for the
Company and its subsidiaries to make or incur certain political
donations and political expenditure. Although there is no intention
to make or incur such donations or expenditure, the legislation
is very broadly drafted and may catch activities such as funding
seminars and other functions to which politicians are invited
and supporting certain bodies involved in policy review and law
reform. The authority given by this resolution will be capped at
£50,000 in total.
Resolution 7: general authority to allot
This resolution effectively seeks renewal of the directors’ existing
authority to allot shares and grant rights. Paragraph (a) of this
resolution would give the directors the authority to allot shares
or grant rights to subscribe for, or to convert any securities into,
shares up to an aggregate nominal amount equal to £2,012,000 –
this amount represents approximately one-third of the Company’s
issued share capital as at 20 May 2014 (but would be reduced by
the nominal amount of any shares allotted or rights granted under
paragraph (b) of this resolution in excess of £2,012,000). In line with
guidance issued by the Association of British Insurers, paragraph (b)
of this resolution would give the directors authority to allot shares or
grant rights to subscribe for, or to convert any securities into, shares
in connection with a rights issue in favour of shareholders up to an
aggregate nominal amount equal to £4,024,000, as reduced by
the nominal amount of any shares allotted or rights granted under
paragraph (a) of this resolution – this amount (before any reduction)
represents approximately two-thirds of the Company’s issued share
capital as at 20 May 2014. Therefore the maximum nominal amount
of shares and rights that may be allotted or granted under this
resolution is £4,024,000. The authorities sought under paragraphs
(a) and (b) of this resolution will expire at the end of next year’s
annual general meeting (or, if earlier, the close of business on
30 September 2015). The directors have no present intention of
exercising either of the authorities sought under this resolution
other than in respect of any one or more of the Company’s share
schemes. As at the date of the notice, no shares are held by the
Company in treasury.
Resolutions 8 and 9 are special resolutions; this means that
for each of those resolutions to be passed, at least three-
quarters of the votes cast must be in favour.
Resolution 8: general power to disapply
This resolution effectively seeks renewal of the directors’ existing
power to allot shares (or sell any shares which the Company elects
to hold in treasury) for cash without first offering them to existing
shareholders in proportion to their existing shareholdings. This
authority would be, similar to previous years, limited to allotments
or sales in connection with pre-emptive offers and offers to holders
of other equity securities if required by the rights of those shares
or as the directors otherwise consider necessary, or otherwise up
to an aggregate nominal amount of £301,814. This aggregate
nominal amount represents approximately 5% of the Company’s
issued share capital as at 20 May 2014. The power sought under
this resolution will expire at the end of next year’s annual general
meeting (or, if earlier, the close of business on 30 September 2015).
Resolution 9: authority to undertake market purchases
of own shares
This resolution effectively seeks renewal of the Company’s existing
authority to make market purchases of not more than 4,829,029
of its shares, being no more than 10% of its issued share capital
as at 20 May 2014. The authority sought under this resolution
will expire at the end of next year’s annual general meeting (or, if
earlier, the close of business on 30 September 2015). The directors
have no present intention of exercising the authority to make
market purchases, however the authority provides the flexibility
to allow them to do so in the future. The directors will exercise
this authority only when to do so would be in the best interests
of the Company, and of its shareholders generally, and could
be expected to be earnings enhancing. Any shares purchased
pursuant to this authority will be held in treasury or be cancelled.
The minimum price, exclusive of expenses, that may be paid for
a share is its nominal value. The maximum price, exclusive of
expenses, that may be paid for a share is an amount equal to
105% of the average of the middle market quotations for that
share for the five business days immediately preceding the date of
the purchase. As at 1 May 2014, there were options outstanding
over 136,367 A shares, representing 0.28% of the Company’s
issued share capital at that date. If the Company were to purchase
its own shares to the fullest possible extent of its existing authority
and of the authority sought pursuant to this resolution, these
would then represent 0.35% of the Company’s issued share
capital. No warrants to subscribe for shares are outstanding.
YOUNG & CO.’S BREWERY, P. L .C. ANNUAL REPORT 2014 61
Young’s pubs and hotels
London and the surrounding areas
Oxford
Angel & Greyhound
King’s Arms
Radlett
Red Lion Hotel H
Hendon
Beaufort
Greyhound T
kilburn
Queen’s Arms T
Harlesden
Grand Junction Arms T
Greenford
Bridge Hotel H
kew
Coach & Horses H
Richmond
Lass O’Richmond Hill
Marlborough
Old Ship
Orange Tree H
Red Cow T
Shaftesbury
Waterman’s Arms T
White Cross
kingston
Albert
Bishop
Grey Horse T
Spring Grove
Surbiton
Black Lion T
Victoria
Waggon & Horses T
Ealing
Grange
New Inn T
Shepherd’s Bush
Bull (Westfield) G
Eagle G
Hammersmith
Brook Green Hotel H
Hammersmith Ram
Old Ship
Thatched House
Mortlake
Jolly Gardeners T
East Sheen
Hare & Hounds
Barnes
Bull’s Head G
Coach & Horses
White Hart
Putney
Boathouse
Coat and Badge G
Duke’s Head
Green Man
Half Moon G
Spotted Horse
Roehampton
Angel T
King’s Head
Wimbledon
Alexandra
Bayee Village T
Crooked Billet
Dog & Fox H
Fire Stables
Hand in Hand
Rose & Crown H
Epsom
King’s Arms
Rising Sun T
Walton-on-the-Hill
Chequers
Maida Vale
Prince Alfred
Notting Hill
Duke of Wellington
Elgin G
Paddington
Porchester
Bayswater
Mitre
kensington
Britannia
Curtains Up G
Duke of Clarence G
Fulham
Cock Tavern
Duke on the Green
Waterside
Wandsworth
Alma H
Armoury T
Brewers Inn H
County Arms
East Hill G
Gardeners’ Arms T
Grand Union T
Grapes T
Old Sergeant T
Pig & Whistle T
Queen Adelaide
Ship
Spread Eagle T
Waterfront
Earlsfield
Halfway House
Leather Bottle
Sutton
Lord Nelson T
New Town T
Robin Hood T
Chelsea
Builder’s Arms G
Chelsea Ram G
Cooper’s Arms
Hollywood Arms
King’s Arms G
Phoenix G
Surprise G
Battersea
Duke of Cambridge
Northcote G
Plough
Prince Albert G
Clapham
Clapham North T
Windmill H
Balham
Devonshire
Grove
Nightingale
Tooting
Castle
Mitcham
King’s Arms T
Carshalton
Greyhound H
Heathrow Airport
Five Tuns G
Three Bells G
Tin Goose G
isleworth
Castle T
Coach & Horses
Twickenham
Alexander Pope H
Teddington
Abercorn Arms T
Staines
Bells T
Walton-on-Thames
Royal George T
Swan
Chertsey
Crown Hotel H
Weybridge
Hand & Spear
Esher
Bear Inn H
Claygate
Foley H
Oxshott
Bear
Southern England
Exeter
City Gate H
Double Locks
Exmouth
Grove
Sidmouth
Swan T
Burnham-on-Sea
Dunstan House Inn H
Congresbury
Old Inn T
Wrington
Plough Inn T
Broadway, Nr illminster
Bell Inn T
Somerton
Unicorn T
Sherston
Rattlebone T
Littleton-on-Severn
White Hart
Bristol
Bristol Ram T
Highbury Vaults
Horts
Rope Walk T
keynsham
Lock Keeper
Castle Cary
Horse Pond T
62
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YOUNG & CO.’S BREWERY, P. L .C. ANNUAL REPORT 2014
Barnet
Lord Nelson T
Winchmore Hill
Kings Head G
Strategic report
Directors report
Financial statements
Shareholder information
Chelmsford
O’Connor’s T
Riverside Inn H
islington
Castle G
Duchess of Kent G
King’s Head
Marquess Tavern
Narrowboat
St Pancras Station
Betjeman Arms G
Bloomsbury
Calthorpe Arms T
Lamb
Clerkenwell
Sekforde Arms T
Covent
Garden
Marquess of Anglesey
City of London
Albion
Boisdales T
Dirty Dick’s
Elephant
Lamb Tavern
Master Gunner
Oyster Shed G
Paternoster
Three Lords T
White Horse G
Clapton
Princess of Wales G
Bethnal Green
Royal Oak T
Stratford
Cow (Westfield) G
Bow
Coborn Arms
Crown G
Stepney
Queen’s Head T
Tufnell Park
Lord Palmerston G
kentish Town
Lion & Unicorn G
Camden
Spread Eagle
Euston
Square Tavern T
Fitzrovia
Adam & Eve G
One Tun
Mayfair
Guinea
Windmill
Hampstead
Flask
Roebuck
Primrose Hill
Queens
Marylebone
Lord Wargrave T
Westminster
Buckingham
Arms
Clarence G
Morpeth Arms
Phoenix G
Royal Oak T
Pimlico
Fox & Hounds T
Rising Sun T
Borough Market
Bunch of Grapes
Wheatsheaf
Southwark
Founders’ Arms
Mulberry Bush
Prince William Henry T
Greenwich
Cutty Sark
Richard the First
Woolwich
Dial Arch
Rotherhithe
Ship T
Dartford
Court House T
Malt Shovel T
Catford
Catford Ram T
Bromley
Two Doves T
Lee
Crown
Chislehurst
Bull’s Head Hotel H
key
Young’s managed house unless marked
Tenanted
Geronimo
Hotel
T
G
H
Peckham Rye
Clock House
Dulwich
Dulwich Wood
House
Norwood
Hope T
Railway Bell T
Vauxhall
Fentiman Arms G
Riverside
Camberwell
Grand Union T
Lambeth
Surprise T
Stockwell
Trinity Arms
Brixton
Grand Union T
Streatham
Pied Bull
Wallington
Duke’s Head H
Thornton Heath
Lord Napier T
Railway Telegraph T
Croydon
Dog & Bull T
Tamworth Arms T
Beddington
Plough
Bradford-on-Avon
Bunch of Grapes T
Sherfield-on-Loddon
White Hart
Hindon
Lamb Inn T
Shaftesbury
Mitre
Guildford
Weyside
Witley
White Hart T
Emsworth
Sussex Brewery T
Fetcham
Bell
Leatherhead
Penny Black
Effingham
Plough T
Betchworth
Dolphin
Dorking
Falkland Arms T
Old House at Home T
Stonebridge
Royal Oak T
Redhill
Home Cottage
William IV T
Farnborough
Rose & Crown
Blindley Heath
Red Barn G
Lingfield
Greyhound T
East Grinstead
Ship T
Plumpton Green
Fountain Inn T
Southampton
Mavericks T
Chichester
Crown & Anchor
Bognor Regis
Waverley
Brighton
Seven Stars
YOUNG & CO.’S BREWERY, P. L .C. ANNUAL REPORT 2014 63
Senior personnel, committees and advisers
Strategic report
Directors’ report
Financial statements
Shareholder information
Nominated adviser and
stockbroker
J.P. Morgan Securities plc
25 Bank Street
London E14 5JP
Solicitors
Slaughter and May
One Bunhill Row
London EC1Y 8YY
Wragge & Co
55 Colmore Row
Birmingham
B3 2AS
Directors
Nicholas Bryan, B.A., F.C.A.
Non-executive Chairman
Stephen Goodyear
Chief Executive
Torquil Sligo-Young
Human and information Resources
Peter Whitehead, F.C.A.
Finance
Patrick Dardis
Retail
Edward Turner
Managing Director Geronimo inns
Roger Lambert, M.A.
Non-executive Senior independent
Director
David Page
Non-executive
Rupert Clevely
Non-executive
Company Secretary
Anthony Schroeder
Audit committee
Nicholas Bryan (Chairman)
Roger Lambert
David Page
Remuneration committee
David Page (Chairman)
Nicholas Bryan
Roger Lambert
Auditor
Ernst & Young LLP
1 More London Place
London SE1 2AF
Bankers
Royal Bank of Scotland Group plc
Corporate Banking London
280 Bishopsgate
London EC2M 4RB
Barclays Bank plc
1 Churchill Place
London E14 5HP
Shareholder information
Registrar
Share dealing service
Proposed financial diary 2014
The company’s registrar is Computershare
J.P. Morgan Cazenove
4 June 2014
investor Services PLC.
020 7588 2828
Ex-dividend date for final dividend
if you have questions about your
The availability of this service should not be
6 June 2014
shareholding or if you require other
taken as a recommendation to deal.
Record date for final dividend
guidance (e.g. to notify a change of address
or to give instructions for dividends to be
Shareholder offers
paid directly into a bank account), please
Details of shareholder discounts and offers
8 July 2014
Annual general meeting
contact Computershare.
are mailed to shareholders from time to
10 July 2014
time. Any shareholder who does not wish
Payment of final dividend
All requests to amend account details must
be made in writing to:
to receive details of such offers should
write to the Company Secretary at the
20 November 2014
interim results announcement
26 November 2014
Ex-dividend date for interim dividend
28 November 2014
Record date for interim dividend
12 December 2014
Payment of interim dividend
Computershare investor Services PLC
registered office.
The Pavilions
Bridgwater Road
Bristol BS99 6ZZ
You can also contact Computershare by
telephone on 0870 707 1420.
Registered office and
company number
Riverside House
26 Osiers Road
Wandsworth
Shareholders can manage their Young’s
London SW18 1NH
shareholding online at:
www.investorcentre.co.uk
Registered number: 32762
Further information
Please visit: www.youngs.co.uk
64
64
YOUNG & CO.’S BREWERY, P. L .C. ANNUAL REPORT 2014
Young & Co.’s Brewery, P.L.C.
Riverside House, 26 Osiers Road
Wandsworth, London SW18 1NH
Telephone: 020 8875 7000
Fax: 020 8875 7100
www.youngs.co.uk
Registered in England number 32762