TIDMMCLS

RNS Number : 4939I

McColl's Retail Group plc

12 August 2021

12 August 2021

McColl's Retail Group plc ("McColl's", the "Company" or "the Group")

INTERIM RESULTS FOR 26 WEEK PERIODED 30 MAY 2021

   -       Resilient results with continued like-for-like sales growth 
   -       Morrisons Daily roll-out progressing ahead of expectations 

Jonathan Miller, Chief Executive, said: "We have continued to play an important role serving local neighbourhoods through the challenges of COVID-19, sustaining like-for-like sales growth despite the strong prior year comparator in Q2 following the first national lockdown.

"Many of the changes in consumer behaviour we have seen since the onset of the pandemic have continued in 2021, with customers spending less on impulse goods, but buying more take-home and multipack products, impacting overall margins. Alongside the impact that the industry-wide shortage of delivery drivers has had on our product availability, we are confident that these temporary trading effects will reverse as restrictions ease and distribution returns to normal.

"During the period we made good progress against our strategic initiatives. We are delighted with the performance of our Morrisons Daily conversions and we now have a blueprint for this model that offers a strong return on investment.

"Looking ahead, whilst the wider economic outlook remains uncertain, we have clear demand for our grocery-led convenience offer, and our focus in the second half will firmly be on the continued roll-out of the Morrisons Daily stores, to help drive sustainable, profitable growth over the medium term."

Financial highlights

-- Like-for-like sales growth of 1.0% against a strong comparative period, and two-year like-for-like sales growth of 7.4%

-- Total revenue down 5.3% to GBP572.7m (2020: GBP604.8m), principally reflecting store closures

-- Gross margin of 23.5% (2020: 24.9%), reflecting changing product mix due to different shopping behaviours during the pandemic, with lower sales of higher-margin impulse products. Margins improved by 50 basis points from H2 2020

   --      Gross profit of GBP134.3m (2020: GBP150.7m) 

-- Adjusted EBITDA declined to GBP24.3m (2020: GBP28.0m) due to lower gross profit and ongoing net COVID-19 costs

-- Adjusted loss before tax of GBP2.1m (2020: loss of GBP0.5m). Statutory loss before tax of GBP5.9m ( 2020 : loss of GBP1.3m)

-- Basic loss per share of 5.5p (2020: loss per share of 0.9p); adjusted loss per share of 2.5p (2020: loss per share of 0.2p)

-- Period-end increase in net debt (pre IFRS 16) to GBP111.3m (2020: GBP79.5m(1) ) primarily reflecting timing differences of staff payroll and VAT payments

Morrisons Daily roll-out programme ahead of expectations

-- 25 new Morrisons Daily conversions during the period; total of 56 stores currently in operation

   --      Blueprint developed for future model offering 2-3 year payback on investment 
   --      Proven capability to roll out at 6 stores per week, on track to complete 100 by end of FY21 

Capital Raising

The Group has today separately announced a proposed Capital Raising comprised of a firm placing to raise GBP30m (before expenses) and an open offer to raise up to GBP5m (before expenses) to accelerate the Company's growth strategy, with the intention to use the proceeds to:

-- Increase the number, and accelerate the pace of rollout, of Morrisons Daily stores from 56 to 350 by the end of the financial year ending November 2022 (an increase of 50 stores against the Group's previous target of 300 stores by the end of December 2023);

-- Further improve the grocery infrastructure in the Morrisons Daily sites, thus enhancing the standard of the refit and expanding the chilled offer with more refrigeration, adding further profit potential; and

   --      Strengthen the balance sheet. 

The Board believes the proposed Capital Raising, which is expected to be earnings accretive by FY23, represents a compelling investment opportunity to capitalise on the growth in neighbourhood convenience and to accelerate the transformation of McColl's into a grocery-led retailer. Further details are set out in today's separate release.

Progress against key strategic initiatives

The Group continues to make progress against its customer-focused strategic change programme:

   --      Enhancing our customer offer 

o Significant progress with Morrisons Daily blueprint

o Format, space and range changes to launch across 30% of McColl's estate, to help drive sales to higher margin categories

o Uber Eats partnership progressing well across 400 stores. Opportunity being trialled in Morrisons Daily stores

   --      Increasing operating efficiency 

o Cost savings driven through better workforce management initiatives including greater customer-facing time for store staff and streamlining store tasks

o Adjusted administrative expenses as a percentage of revenue reduced to 22.6% (2020: 23.9%)

   --      Improving the quality of our estate 

o 43 stores closed in period, in line with our strategy to increase focus on larger, more profitable, grocery-led stores

o On track to conclude divestment programme this year, with total estate of c.1,150 shops expected by end of FY21

   --      Great place to work 

o Supported colleagues with their health and wellbeing though the pandemic and invested in mental health first aid programme

o Engaged in Government kickstart scheme providing 1,600 roles for people aged 16-24, one of the UK's largest participants

Notes:

The business uses a number of non-statutory measures (for example, LFL, adjusted EBITDA and adjusted EPS) because management believe that these - placed with equal prominence alongside other statutory measures - help to better explain the underlying performance of the business and its key dynamics. These are kept under continuous review and are defined and used consistently, or explained otherwise. The Group has defined and outlined the purpose of its alternative performance measures, including its key measures, in the glossary of terms.

   1.            Restated - See Note 13 

2. LFL sales reflect sales from stores that have traded throughout the current and prior financial periods, and include VAT but exclude sales of fuel, lottery, mobile phone top up, gift cards and travel tickets.

   3.            See reconciliation of pre IFRS 16 impact on EBITDA in the glossary 
   4.            See reconciliation of pre IFRS 16 impact on Net Debt in the glossary 

Enquiries

A copy of this announcement is available at www.mccollsplc.co.uk/investor . For further information please contact:

 
  Analyst & Investors:     Tej Randhawa, McColl's       +44 (0)1277 372916 
    Media:                 Ed Young, Headland           +44 (0)203 805 4822 
                            Rob Walker, Headland         mccolls@headlandconsultancy.com 
                            Charlie Twigg, Headland 
 

Notes to editors

McColl's is a leading neighbourhood retailer, with an estate of over 1,200 managed convenience stores and newsagents. We operate McColl's and Morrisons Daily branded convenience stores as well as newsagents branded Martin's across the UK, except in Scotland where we operate under our heritage brand, RS McColl.

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No 596/2014.

LEI: 213800R1TLR536P8YJ67

Cautionary statements

Certain statements made in this announcement are forward-looking statements. Such statements are based on current expectations and are subject to a number of risks and uncertainties that could cause actual events or results to differ materially from any expected future events or results referred to in these forward-looking statements. They appear in a number of places throughout this announcement and include statements regarding our intentions, beliefs or current expectations and those of our officers, Directors and employees concerning, amongst other things, our results of operations, financial condition, liquidity, prospects, growth, strategies and the business we operate. Neither we nor any of our officers, Directors or employees provide any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur and undue reliance should not be placed on these forward-looking statements which only speak as of the date of this announcement. Unless otherwise required by applicable law, regulation or accounting standard, we do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise.

No statement in this announcement is intended as a profit forecast or a profit estimate and past performance cannot be relied on as a guide to future performance. This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any securities.

STRATEGIC AND OPERATIONAL REVIEW

We are well placed to build on the momentum experienced during the pandemic, particularly in relation to our strategy of increasing fresh food and grocery mix and keeping the customer central to the Group's strategy. Our partnership with Morrisons and the exciting blueprint we have developed for Morrisons Daily is key to delivering this.

Morrisons Daily

Whilst our first half performance has been impacted by changes in customer behaviour during the pandemic, we have continued to learn from and to optimise the performance of our trial Morrisons Daily stores. We are increasingly confident that this format can be applied successfully to a larger part of our estate.

We are convinced that the combined "best of both" store format is a winning combination. McColl's key neighbourhood store locations, strengths in convenience operations and expertise in services, such as Post Office, are perfectly complemented by Morrisons core grocery proposition. In addition, we believe that there are further opportunities to improve Morrisons Daily store performance beyond that seen so far, particularly through allocating more space to chilled display.

Morrisons Daily stores have the highest revenues out of all stores operating in the estate, due to a high grocery mix and wider product choice for customers. The Morrisons Daily format allows us to grow customer spend, frequency and loyalty by growing the basket size, offering customers access to great value fresh food at close to supermarket prices, on their doorstep, under the Morrisons brand, which is synonymous with fresh food. The rollout of Morrisons Daily stores ties in with the Group's strategic focus on the larger convenience store format, to drive incremental sales in grocery, fresh food and alcohol, providing opportunities for sales mix improvement.

During the period, 25 new Morrisons Daily conversions were completed, bringing the total number of Morrisons Daily stores in operation to 56. The majority of these new store conversions were launched in our fiscal second quarter. Margin performance from these initial stores has been strong due to a better sales mix and enhancement of the product offer. We now have a clear blueprint for success for the rest of the planned conversions.

We have proven capability to convert 6 stores per week and remain on track to complete 100 conversions by the end of FY21.

Trading trends

The pandemic has changed the retail environment and consumer behaviours. We continue to see good demand in our convenience stores, even as social distancing restrictions have eased. At the height of the pandemic, we experienced reduced visit frequency offset by a strong increase in basket sizes. Some categories benefitted from this change, with fresh food, alcohol and tobacco growing quickly, with a shift away from other products such as higher-margin impulse confectionery, snacks and soft drinks. There has been evidence of these trends starting to revert, whilst overall volumes remain above pre-pandemic levels.

The recent environment has presented us with an opportunity to put our best foot forward within the communities in which we operate. Our format, range and differentiated customer service all hold us in good stead to retain the additional customers drawn to our stores.

Progress against key strategic initiatives

Our strategy centres on the customer, recognising the need to better meet the needs of the communities we serve. The pandemic has reinforced our conviction that our strategy of growing grocery mix and keeping the customer at the heart of everything we do will achieve our vision to be your favourite neighbourhood shop. This strategy is built on four key pillars; strong customer offer, easy to run stores, improving our stores and providing a great place to work. The roll out of the Morrisons Daily conversions is the key focus of our strategic journey.

A big part of delivering improvements in store and a better experience for customers is by optimising the space, range and pricing of our product offering.

We have invested to make improvements to the commercial offer by analysing each specific trading line, comparing basket economics and a customer's propensity to buy. As part of this evaluation, we are assessing segmentation of stores by location, performance, size and demographics, to strengthen our targeting of Morrisons Daily conversions, products, promotions and services to local markets and shopping missions, in order to maximise sales and gross margin.

These changes will launch across 380 stores, equating to 30% of our total estate by the end of September 2021. They have also been applied to our Morrisons Daily blueprint. We expect these changes to drive a shift of sales from legacy categories such as news and tobacco towards higher-margin grocery and alcohol categories. The work undertaken will also be carried into our small convenience stores and newsagents over time, providing an opportunity to drive further incremental returns.

Our partnership with Uber Eats continues to make good progress. The partnership enables us to make a range of daily essentials available on demand from around 400 McColl's stores. Customers can order a wide range of different convenience products, including groceries, soft drinks, confectionery, snacks, beer, wine, toiletries, and essential household items, all delivered directly to their doorsteps. We are now exploring the opportunity of rolling out Uber Eats in our Morrisons Daily stores, with trials currently in place.

Online remains a focus for the business, providing an incremental revenue opportunity and in line with our strategy to further strengthen our customer offer by making it easier than ever for customers to get their daily essentials, as well as helping to attract the younger generation of customers. As a result, we continue to explore alternative options for online home delivery with local partners.

We continued our programme of store optimisation during the period, exiting loss-making stores to focus our estate on larger, food-led convenience stores. As a result, we closed 43 stores leaving a total of 1,223 stores at the end of H1. We expect the store optimisation programme to conclude at the end of this financial year, targeting 1,150 stores overall.

We have continued to develop McColl's as a great place to work. The last period has been an uncertain and challenging one for many of our colleagues. During this period, we have supported the health, safety and wellbeing of our colleagues, including the investment in a mental health first aid programme across the business. McColl's has also engaged with the Government-backed Kickstart Scheme, providing 1600 roles for 16 to 24 year olds.

Outlook

Like-for-like sales increased 1.0% in the period. This was achieved against the strong comparative period in Q2 last year as a result of the onset of the pandemic. On a two year view, like-for-like sales were up 7.4% in the first half, highlighting the continued momentum the business has seen, growing on top of last year's exceptional sales.

As social distancing restrictions have eased, we have started to see a stabilisation in underlying gross margin trends as customers revert to pre-pandemic buying patterns. This includes more frequent visits with lower basket sizes and increased sales of higher-margin impulse products.

Despite this, revenues have been impacted by availability issues in stores over recent months due to supply chain disruption. This has been caused by the widely publicised nationwide shortage of delivery drivers due to a combination of external factors. We have put in place a number of temporary mitigating actions and continue to work closely with our supply chain partner to resolve these challenges as quickly as possible.

If these challenges to trading do not materially improve in the second half of the financial year, the performance in the full year is likely to fall short of management expectations. Notwithstanding these short-term headwinds, we remain optimistic for the future. Management believes that a post pandemic trading environment, coupled with the significant benefits of the acceleration and scaling up of its Morrisons Daily roll out, will allow the Group to significantly exceed its current performance.

The Board considers that the strong demand for the Group's convenience offering, an expected step change in growth and a strong investment case from its Morrisons Daily stores, and the ability to leverage new opportunities such as the demand for local delivery options, is likely to deliver sustainable profitable growth in 2022 and beyond.

FINANCIAL REVIEW

Overview

Total revenue was GBP572.7m and LFL sales growth for the period was +1.0%, building on top of the exceptional sales performance during the same period last year (H1 2020 LFL +8.3%). The third national lockdown in the UK saw trading patterns revert to those seen previously, with customers favouring lower-margin take home rather than higher-margin impulse products, and a preference for multi-buys and value packs, resulting in a reduction in the gross margin rate of 140 basis points. This margin dilution was partly offset by continued cost discipline and business rates relief leading to an adjusted EBITDA decline of GBP2.8m to GBP10.3m.

 
  GBPm                          H1 2021       H1 2020       Change 
  Sales                           572.7         604.8        -5.3% 
                              ---------  ------------  ----------- 
  Like-for-like sales 
   growth(2)                      +1.0%         +8.3%    -7.3 ppts 
                              ---------  ------------  ----------- 
  Gross Profit                    134.3         150.7       -10.9% 
                              ---------  ------------  ----------- 
  Gross Margin %                  23.5%         24.9%     -140 bps 
                              ---------  ------------  ----------- 
  Adjusted EBITDA                  24.3          28.0       -13.2% 
                              ---------  ------------  ----------- 
  Adjusted EBITDA (pre 
   IFRS 16)(3)                     10.3          13.1       -21.4% 
                              ---------  ------------  ----------- 
  Loss after tax                  (6.3)         (1.0)        -530% 
                              ---------  ------------  ----------- 
  Net Debt                      (292.1)    (283.3)(*)        -3.1% 
                              ---------  ------------  ----------- 
  Net Debt (pre IFRS 16)(4)     (111.3)     (79.5)(*)       -40.0% 
                              ---------  ------------  ----------- 
 

* Restated - See Note 13.

Revenue

Half year revenue was down by 5.3% to GBP572.7m (2020: GBP604.8m) reflecting fewer stores year on year. As part of the store optimisation programme, we closed 43 sites in the period. We saw LFL sales growth of 1.0% (2020: 8.3%) in the period, which comes against a period of exceptional demand as consumers chose to shop locally during the start of the pandemic. Strong growth in grocery, BWS (beers, wine, spirits), tobacco and multipack products, came at the expense of impulse products (crisps and snacks, soft drinks, confectionery) and food-to-go. Sales were also more recently impacted by product availability issues.

Gross profit margin

Gross margin was down to 23.5% (2020: 24.9%) due to the changing mix of sales as customers moved away from higher-margin impulse purchases to lower margin take home products as well as multi-buys and value items. However, the Group has seen improvement in margin since the height of the pandemic, with gross margin improving from the levels seen during H2 2020 of 23.0%.

In terms of overall value, gross profit decreased by 10.9% to GBP134.3m (2020: GBP150.7m) reflecting the decline in total sales and dilution from mix.

Administrative expenses

Administrative expenses, excluding the impact of adjusted items, fell by 10.3% to GBP129.5m (2020: GBP144.3m) during the period, due to stronger cost discipline, including our ongoing business reorganisation, and the impact of our store optimisation programme. Adjusted administrative expenses as a percentage of revenue were 22.6% (2020: 23.9%). We experienced a number of underlying cost pressures including National Living Wage inflation and continued COVID-19 related costs, including the personal protective equipment (PPE) necessary to keep our colleagues and customers safe. These costs were partly offset by government support measures. The government support measures included business rates relief of GBP5.8m (2020: GBP1.7m) and job retention scheme for our most vulnerable colleagues on furlough of GBP0.5m (2020: nil).

Adjusting items

Adjusted operating profit decreased to GBP6.3m (2020: GBP8.4m). Statutory operating profit decreased to GBP2.3m (2020: GBP7.6m).

In total there were GBP3.8m of adjusting items before tax including GBP2.5m within administrative expenses relating to the organisation structure, predominantly the cost of redundancies. Net property-related loss of GBP1.5m (2020: profit of GBP0.3m) included costs associated with store closures as part of the store optimisation programme.

Adjusted loss before tax was GBP(2.1)m (2020: loss of GBP0.5m) and Statutory loss before tax was GBP5.9m (2020: loss of GBP1.3m).

Adjusted EBITDA

Adjusted EBITDA was GBP24.3m (2020: GBP28.0m). Adjusted EBITDA margin declined by 40 basis points to 4.2% (2020: 4.6%). On a pre IFRS 16 basis, adjusted EBITDA was GBP10.3m (2020: GBP13.1m).

Interest and tax

Net finance costs before adjusting items decreased year-on-year to GBP8.4m (2020: GBP8.9m).

The tax expense for the 26 week period was GBP0.4m (2020: GBP0.3m credit) representing a rate of 6.8% (2020: -23.1%). The comparable effective tax rate in 2021 excluding the impact of adjusting items was 38.1% (2020: 60.0%). The difference between the current statutory rate of 19.0% and the effective tax rate excluding the impact of non-deductible adjusting items is due principally to the change in the tax rate impact on deferred tax.

On 24 May 2021 the UK corporation tax rate was substantively enacted to rise to 25% from 1 April 2023. Any deferred tax expected to unwind after 1 April 2023 has been recognised at the revised rate.

Earnings per share

Basic loss per share was 5.5 pence (2020: loss of 0.9 pence). Adjusted loss per share was 2.5 pence (2020: loss of 0.2 pence).

Balance sheet and net debt

Total shareholder funds at the end of the period were GBP15.9m (2020: GBP26.3m). The book value of non-current assets decreased by GBP23.0m year on year to GBP410.2m (2020: GBP433.2m).

Current assets at the end of the period decreased to GBP135.8m (2020: GBP193.1m) reflecting decreases in cash and cash equivalents of GBP39.4m, receivables of GBP8.1m, and inventories of GBP6m.

Current liabilities decreased to GBP218.4m (2020: GBP260.6m), reflecting lower trade and other payables and borrowings. Non-current liabilities decreased to GBP311.7m (2020: GBP339.4m).

Net debt (total borrowings less cash and cash equivalents) at the end of the period was GBP292.1m (2020: GBP283.3m). On a pre IFRS 16 basis, net debt increased to GBP111.3m (2020: GBP79.5m) driven by decline in operating cash flow. The business remains focused on working capital and cash management to reduce business leverage.

Pension schemes

We operate two defined benefit pension schemes, the TM Group Pension Scheme and the TM Pension Plan, both of which are closed to future accrual. The combined accounting surplus in the two defined benefit pension schemes operated by the Group decreased to GBP6.3m (2020: GBP9.1m). The last actuarial review of the two schemes in March 2019 concluded that the combined funding deficit was GBP2.9m, and the Group currently contributes approximately GBP1.8m per year, inclusive of fees and levies. Total assets across both schemes had a value of GBP136.7m at the interim period end date of 30 May 2021.

Cash flow and capital expenditure

Cash generation continues to support our capital investment programme which remains key to our change programme, including; developing the customer offer, harnessing new technology to improve the operating model and investment in store conversions.

Net cash provided by operating activities in the period decreased to GBP5.0m (2020: GBP38.9m), driven mainly by the timing of payroll and VAT as our period end moved by one week compared to the prior year, from 24 May last year to 30 May this year.

Gross capital expenditure was GBP7.7m (2020: GBP6.3m). Net capital expenditure, including property proceeds from the sale of properties, increased to GBP7.1m (2020: GBP4.1m).

Bank loan interest paid is in line with last year at GBP3.9m (2020: GBP4.0m). Lease payments were GBP15.1m (2020: GBP16.3m).

In the period bank draw down was GBP29.1m (2020: GBP19.3m) driven by decline in operating cash flow.

Bank facilities

In March 2021, we announced that our banking arrangements have been revised in order to give us more certainty and flexibility to execute our strategy. The amended credit facility agreement provides improved headroom against covenants, a realigned amortisation schedule and extends the maturity from May 2022 to February 2024. The updated facility consists of a GBP100m revolving credit facility and an amortising GBP67.5m term loan (of which GBP61.7m is available and fully committed as at today's date).

The facility has been arranged with our existing syndicate of six banks, comprising AIB Group (UK), Barclays Bank PLC, HSBC UK Bank plc, National Westminster Bank plc, Santander UK PLC, and Bank of Ireland. The continuing support of our banks reflects their confidence in the prospects of the Group.

Statement of Directors' Responsibilities

26 week period ended 30 May 2021

We confirm that to the best of our knowledge:

The condensed set of financial statements has been prepared in accordance with IAS 34 'Interim Financial Reporting';

The interim management report includes a fair review of the information required by DTR 4.2.7R (indication of important events during the first six months of the year); and

The interim management report includes a fair review of the information required by DTR.4.2.8R (disclosure of related parties' transactions and changes therein).

By order of the board

Jonathan Miller

Chief Executive

12 August 2021

Giles David

Chief Financial Officer

12 August 2021

Consolidated Income Statement for the 26 week period ended 30 May 2021

 
                                               26 weeks to 30 May 2021             26 weeks to 24 May 2020 
                                                      (unaudited)                         (unaudited) 
                                                       Adjusting                           Adjusting 
                                                           items                               items 
 
                                           Adjusted         Note      Total    Adjusted         Note      Total 
                                                               5                                   5 
                                   Note       GBP m        GBP m      GBP m       GBP m        GBP m      GBP m 
  Revenue                           4         572.7            -      572.7       604.8            -      604.8 
  Cost of sales                             (438.4)            -    (438.4)     (454.1)            -    (454.1) 
                                         ----------  -----------  ---------  ----------  -----------  --------- 
  Gross profit                                134.3            -      134.3       150.7            -      150.7 
  Administrative 
   expenses                                 (129.5)        (2.5)    (132.0)     (144.3)        (1.1)    (145.4) 
  Other operating 
   income                           4           1.5            -        1.5         2.1            -        2.1 
  (Losses)/profits 
   arising on property-related 
   items                                          -        (1.5)      (1.5)       (0.1)          0.3        0.2 
                                         ----------  -----------  ---------  ----------  -----------  --------- 
  Operating profit/(loss)           6           6.3        (4.0)        2.3         8.4        (0.8)        7.6 
                                         ----------  -----------  ---------  ----------  -----------  --------- 
  Finance income                                0.1          0.2        0.3           -            -          - 
  Finance costs                               (8.5)            -      (8.5)       (8.9)            -      (8.9) 
                                         ----------  -----------  ---------  ----------  -----------  --------- 
  Net finance (cost)/income                   (8.4)          0.2      (8.2)       (8.9)            -      (8.9) 
                                         ----------  -----------  ---------  ----------  -----------  --------- 
  Loss before tax                             (2.1)        (3.8)      (5.9)       (0.5)        (0.8)      (1.3) 
  Income tax (charge)/credit        7         (0.8)          0.4      (0.4)         0.3            -        0.3 
                                         ----------  -----------  ---------  ----------  -----------  --------- 
  Loss for the period                         (2.9)        (3.4)      (6.3)       (0.2)        (0.8)      (1.0) 
                                         ==========  ===========  =========  ==========  ===========  ========= 
  Losses per share 
   (pence)                          9         (2.5)                   (5.5)       (0.2)                   (0.9) 
  Diluted Losses 
   per share (pence)                9         (2.5)                   (5.5)       (0.2)                   (0.9) 
 

Consolidated Statement of Comprehensive Income for the 26 week period ended 30 May 2021

 
                                                              26 weeks 
                                                                    to     26 weeks to 
                                                                30 May          24 May 
                                                                  2021            2020 
                                                                 GBP m           GBP m 
                                                           (unaudited)     (unaudited) 
  Loss for the period                                            (6.3)           (1.0) 
                                                        --------------  -------------- 
  Items that will not be reclassified subsequently 
   to profit or loss 
  Actuarial gain on defined benefit pension 
   schemes before tax                                              1.8             0.3 
  Deferred tax effect of items in other comprehensive 
   income                                                          0.4           (0.2) 
                                                        --------------  -------------- 
  Other comprehensive gain for the period                          2.2             0.1 
                                                        --------------  -------------- 
  Total comprehensive loss for the period                        (4.1)           (0.9) 
                                                        ==============  ============== 
 

Consolidated Statement of Financial Position for the 26 week period ended 30 May 2021

 
                                                                             29 November 
                                                                   24 May           2020 
                                                   30 May            2020          GBP m 
                                                     2021           GBP m       Restated 
                                                    GBP m      Restated *              * 
                                     Note     (unaudited)     (unaudited)      (audited) 
  Assets 
  Non-current assets 
  Property, plant and equipment 
   (2)                                              232.0           257.3          243.9 
  Intangible assets                                 160.3           158.0          159.6 
  Deferred tax assets                                 5.4             4.6            3.5 
  Retirement benefit asset                            9.9            11.7            9.0 
  Trade and other receivables                         2.6             1.6            2.7 
                                           --------------  --------------  ------------- 
  Total non-current assets                          410.2           433.2          418.7 
                                           --------------  --------------  ------------- 
  Current assets 
  Inventories                                        74.9            80.9           77.8 
  Trade and other receivables                        29.5            37.6           40.3 
  Income tax asset                                      -               -            2.3 
  Cash and cash equivalents                          31.4            70.8           23.2 
  Assets classified as held 
   for sale                                             -             3.8              - 
                                           --------------  --------------  ------------- 
  Total current assets                              135.8           193.1          143.6 
                                           --------------  --------------  ------------- 
  Total assets                                      546.0           626.3          562.3 
                                           ==============  ==============  ============= 
  Equity and liabilities 
  Current liabilities 
  Trade and other payables                        (186.6)         (226.1)        (215.3) 
  Loans and borrowings                10           (31.1)          (33.4)         (32.3) 
  Income tax liability                                  -           (0.2)              - 
  Provisions                                        (0.7)           (0.9)          (0.9) 
                                           --------------  --------------  ------------- 
  Total current liabilities                       (218.4)         (260.6)        (248.5) 
                                           ==============  ==============  ============= 
  Net current liabilities                          (82.6)          (67.5)        (104.9) 
                                           ==============  ==============  ============= 
  Non-current liabilities 
  Loans and borrowings                10          (292.4)         (320.7)        (272.7) 
  Other payables                                    (5.2)           (8.9)          (7.3) 
  Provisions                                        (5.1)           (1.6)          (5.3) 
  Deferred tax liabilities                          (5.4)           (5.6)          (3.5) 
  Retirement benefit obligations                    (3.6)           (2.6)          (5.1) 
                                           --------------  --------------  ------------- 
  Total non-current liabilities                   (311.7)         (339.4)        (293.9) 
                                           ==============  ==============  ============= 
  Total liabilities                               (530.1)         (600.0)        (542.4) 
                                           ==============  ==============  ============= 
  Net assets                                         15.9            26.3           19.9 
                                           ==============  ==============  ============= 
 

Consolidated Statement of Financial Position for the 26 week period ended 30 May 2021

 
                                                                             29 November 
                                                                   24 May           2020 
                                                   30 May            2020          GBP m 
                                                     2021           GBP m       Restated 
                                                    GBP m      Restated *              * 
                                    Note      (unaudited)     (unaudited)      (audited) 
  Equity 
  Share capital                                     (0.1)           (0.1)          (0.1) 
  Share premium                                    (12.6)          (12.6)         (12.6) 
  Retained earnings                                 (3.2)          (13.6)          (7.2) 
                                           --------------  --------------  ------------- 
  Equity attributable to owners 
   of the Company                                  (15.9)          (26.3)         (19.9) 
                                           ==============  ==============  ============= 
 

Notes:

1. * Restated - See Note 13

2. Property, plant and equipment as at 24 May 2020 includes GBP186m of right of use assets. This was previously shown separately under "Right-of-use assets" on the statement of financial position.

These condensed financial statements of McColl's Retail Group registered number 08783477 were approved and authorised for issue by the Board on 12 August 2021 and signed on its behalf by:

.........................................

Giles David

Director

Consolidated Statement of Changes in Equity for the 26 week Period ended 30 May 2021

 
                                                     Share       Share     Retained      Total 
                                                   capital     premium     earnings     equity 
                                         Note        GBP m       GBP m        GBP m      GBP m 
  At 30 November 2020 (audited)                        0.1        12.6          7.2       19.9 
  Loss for the period                                    -           -        (6.3)      (6.1) 
  Remeasurement of defined benefit 
   pension scheme                                        -           -          2.2        2.0 
                                                ----------  ----------  -----------  --------- 
  Total comprehensive income                             -           -        (4.1)      (4.1) 
  Share based payment transactions                       -           -          0.1        0.1 
                                                ----------  ----------  -----------  --------- 
  At 30 May 2021 (unaudited)                           0.1        12.6          3.2       15.9 
                                                ==========  ==========  ===========  ========= 
 
 
                                                     Share       Share     Retained      Total 
                                                   capital     premium     earnings     equity 
                                                     GBP m       GBP m        GBP m      GBP m 
  At 24 May 2020 (unaudited)                           0.1        12.6         13.6       26.3 
                                                ----------  ----------  -----------  --------- 
  Loss for the period                                    -           -        (1.7)      (1.7) 
  Remeasurement of defined benefit pension 
   scheme                                                -           -        (4.8)      (4.8) 
                                                ----------  ----------  -----------  --------- 
  Total comprehensive income                             -           -        (6.5)      (6.5) 
  Share based payment transactions                       -           -          0.1        0.1 
                                                ----------  ----------  -----------  --------- 
  At 29 November 2020 (audited)                        0.1        12.6          7.2       19.9 
                                                ==========  ==========  ===========  ========= 
 

Consolidated Statement of Changes in Equity for the 27 week Period 24 May 2020 to 29 November 2020

 
                                           Share       Share     Retained       Total 
                                         capital     premium     earnings      equity 
                                         GBP 000     GBP 000      GBP 000     GBP 000 
  At 25 November 2019 post IFRS 
   16 (audited)                              0.1        12.6         14.4        27.1 
  Loss for the period                          -           -        (1.0)       (1.0) 
  Remeasurement of defined benefit 
   pension scheme                              -           -          0.1         0.1 
                                      ----------  ----------  -----------  ---------- 
  Total comprehensive income                   -           -        (0.9)       (0.9) 
  Share based payment transactions             -           -          0.1         0.1 
                                      ----------  ----------  -----------  ---------- 
  At 24 May 2020 (unaudited)                 0.1        12.6         13.6        26.3 
                                      ==========  ==========  ===========  ========== 
 

Consolidated Statement of Cash Flows for the 26 week period ended 30 May 2021

 
                                                                 26 weeks to 
                                                26 weeks to           24 May     53 weeks to 
                                                     30 May             2020     29 November 
                                                       2021     Restated (1)            2020 
                                                      GBP m            GBP m           GBP m 
                                       Note     (unaudited)      (unaudited)       (audited) 
  Cash flows from operating activities 
  Loss for the period                                 (6.3)            (1.0)           (2.7) 
  Adjustments to cash flows 
   from non-cash items 
  Depreciation and amortisation                        17.9             19.4            39.0 
  Profit/(loss) on disposal 
   of property plant and equipment                      0.3            (1.0)           (2.0) 
  Finance income                                      (0.3)                -           (0.1) 
  Finance costs                                         8.5              8.9            17.7 
  Share based payment transactions                      0.1              0.1             0.2 
  Income tax charge/(credit)            7               0.4            (0.3)           (2.6) 
  Impairment losses                                   (0.7)            (1.0)             0.3 
                                             --------------  ---------------  -------------- 
                                                       19.9             25.1            49.8 
  Working capital adjustments 
  Decrease in inventories                               2.9              5.6             8.6 
  Decrease/(increase) in trade 
   and other receivables                               11.4              1.9           (1.2) 
  (Decrease)/increase in trade 
   and other payables                                (30.3)              8.8           (4.3) 
  Decrease in retirement benefit 
   obligation net of actuarial 
   changes                                            (0.7)            (0.9)           (1.6) 
  Decrease in provisions                              (0.5)            (2.7)           (3.4) 
                                             --------------  ---------------  -------------- 
  Cash generated from operations                        2.7             37.8            47.9 
  Income taxes received                                 2.3              1.1             1.1 
                                             --------------  ---------------  -------------- 
  Net cash flow from operating 
   activities                                           5.0             38.9            49.0 
                                             --------------  ---------------  -------------- 
  Cash flows from investing 
   activities 
  Interest received                                     0.2                -             0.1 
  Acquisitions of property 
   plant and equipment                                (7.7)            (6.3)          (17.3) 
  Proceeds from sale of property 
   plant and equipment                                  0.6              2.2            11.7 
  Acquisition of businesses, 
   net of cash acquired                                   -                -           (0.3) 
                                             --------------  ---------------  -------------- 
  Net cash flows from investing 
   activities                                         (6.9)            (4.1)           (5.8) 
                                             --------------  ---------------  -------------- 
 

Consolidated Statement of Cash Flows for the 26 week period ended 30 May 2021

 
                                              26 weeks to     26 weeks to     53 weeks to 
                                                   30 May          24 May     29 November 
                                                     2021         2020(1)            2020 
                                                    GBP m           GBP m           GBP m 
                                     Note     (unaudited)     (unaudited)       (audited) 
  Cash flows from financing 
   activities 
  Interest paid                                     (3.9)           (4.0)           (7.0) 
  Drawdown of bank borrowings         10             29.6            19.3               - 
 
  Repayment of bank borrowing         10            (0.5)               -          (18.2) 
  Repayment of lease liabilities                   (11.0)          (11.7)          (22.6) 
  Interest payments on lease 
   liabilities                                      (4.1)           (4.6)           (9.2) 
  Net cash flows from financing 
   activities                                        10.1           (1.0)          (57.0) 
                                           --------------  --------------  -------------- 
  Net increase in cash and 
   cash equivalents                                   8.2            33.8          (13.8) 
  Cash and cash equivalents 
   at beginning of period                            23.2            37.0            37.0 
                                           --------------  --------------  -------------- 
  Cash and cash equivalents 
   at end of period                                  31.4            70.8            23.2 
                                           ==============  ==============  ============== 
 

Notes:

1. Restated - See Note 13.

Notes to the condensed Financial Statements

for the 26 week period ended 30 May 2021

 
  1    General information 
 

The Group is a public company limited by share capital, incorporated in England and Wales and domiciled in United Kingdom.

McColl's Retail Group plc

Ground Floor West

One London Road

Brentwood

Essex

CM14 4QW

United Kingdom

Principal activity

The Group engages in one principal area of activity, as an operator of convenience and newsagent stores.

 
  2    Significant accounting policies 
 

Basis of preparation

These condensed consolidated interim financial statements for the 26 week period ended 30 May 2021 have been prepared in accordance with IAS 34 'Interim financial reporting' and also in accordance with the measurement and recognition principles of UK adopted international accounting standards. They do not include all of the information required for full annual financial statements and should be read in conjunction with the 2020 Annual Report and Accounts, which were prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006 and in accordance with international financial reporting standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union.

The accounting policies applied by the Group in these consolidated results are the same as those applied by the Group in its Annual Report 2020 for the period ending 29 November 2020 with the exception of the adoption of new IFRSs as referenced in note 2.

The Annual Report 2020 is available at:

https://www.mccollsplc.co.uk/investors/

The financial information for the period ended 30 May 2021 does not constitute statutory accounts as defined in section 434 of the Companies Act 2006. The Group has filed statutory accounts for the period ended 29 November 2020. The Auditor has reported on these accounts; their report was unqualified, did not include a reference to any matters to which the Auditor drew attention by way of emphasis of matter and did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.

The condensed consolidated financial information is presented in sterling, the Group's functional currency. In the current period the Group has changed the rounding from thousands to millions to make the condensed financial statements less encumbered with numbers and therefore easier for the user to read.

Basis of measurement

The consolidated financial information has been prepared on a historical cost basis, except for the net defined benefit pension asset or liability (refer to individual accounting policy for details).

Business Combinations

On acquisition, the assets, liabilities and contingent liabilities are measured at their fair values at the date of acquisition.

Any excess of the cost of acquisition over the fair value of the identifiable net assets acquired, including separately identifiable assets, is recognised as goodwill. Any discount on acquisition, i.e. where the cost of acquisition is below the fair value of the identifiable net assets acquired, is credited to the income statement in the period of acquisition.

Going concern

The condensed financial statements have been prepared on a going concern basis as the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future.

The Directors, in considering going concern have considered a number of factors, including financial assumptions and estimates, current and prior performance and macroeconomic factors, including the ongoing effects of the COVID-19 pandemic and the expected impact this will have on the Group's cash flows. The Directors also considered the banking facilities available to the Group.

Throughout the Covid-19 pandemic the business has managed to keep stores open and serving the communities during this difficult time. Although uncertainties remain, as the country emerges out of national lockdowns the Group will remain adept to the prevailing situation and continue trading.

In February 2021, the Group renewed its borrowing facilities with GBP67.5m term loan and GBP100.0m revolving facility. The Group has net current liabilities of GBP82.6m at the period end. The Directors have additionally considered this position to determine if it presents any going concern issues. The Group generates a positive EBITDA and is cash generative and is supported by the revolving credit facility alongside the amortising GBP67.5m term loan. Additionally, the Group has today announced a proposed Capital Raising comprised of a firm placing to raise GBP30m (before expenses) and an open offer to raise up to GBP5m (before expenses).

The Directors also reviewed the Group's forecasts to the end of 2023, looking to take advantage of business opportunities and the expected changes in customer buying patterns as the country emerges from COVID-19 restrictions. The current facility drawn as at 30 May 2021 is GBP144.5m against the combined facility, and therefore, under this scenario, there is sufficient headroom to meet the Group's debts as they fall due.

The Directors have considered the resilience of the group in severe but plausible scenarios taking account of the above and the principal risks facing the business. In assessing whether the group could withstand such negative impacts, the group considered a range of mitigating actions which would be put in place to defer and reduce costs in order to conserve cash and remain within the Group's banking covenants. The Directors therefore have a reasonable expectation that the Group has adequate finances to continue its operations for at least 12 months from the approval of this condensed financial information and have applied the going concern principle in their preparation.

Changes in accounting policy

Adoption of new IFRSs

The Group considered the following amendments to accounting standards that are effective for the Group for the year beginning 30 November 2020 and concluded that they do not have material impact for the Group's condensed financial statements.

-- Amendments to References to the Conceptual Framework in IFRS Standards;

-- IAS 1 and IAS 8: amendment to definition of material;

-- IFRS 3 Business Combinations: amendment to definition of a business;

-- IFRS 9, IAS 39 and IFRS 7: Interest Rate Benchmark Reform phase 1.

New standards, interpretations and amendments not yet effective

The following amendments are effective for the Group for the period beginning 29 November 2021

-- IFRS 9, IAS 39 and IFRS 7: Interest Rate Benchmark Reform-Phase 2

-- IFRS 17, Insurance Contracts

The following amendments are effective for the Group for the period beginning 28 November 2022

-- IAS 1: amendment to classification of liabilities as Current or Non-current

-- Amendments to IAS 37, Provisions, Contingent Liabilities and Contingent Assets

-- Further amendments to IFRS 3, Business Combinations

-- Amendments to IAS 16, Property, Plant and Equipment (PPE) - Proceeds before Intended Use

On adoption none are expected to have a material impact on the Group's financial statements.

Alternative Performance Measures

In reporting financial information, the Directors have presented various Alternative Performance Measures (APMs) of financial performance, position or cash flows, which are not defined or specified under the requirements of International Financial Reporting Standards IFRS. On the basis that these measures are not defined by IFRS, they may not be directly comparable with other companies' APMs, including those in the Group's industry.

The Group believes that these APMs, which are not considered to be a substitute for or superior to IFRS measures, provide stakeholders with additional useful information on the performance of the business. These APMs are consistent with how the business performance is planned, reported and analysed between reporting periods within the internal management reporting to the Board. Some of these measures are also used for the purpose of setting remuneration targets and covenant calculations.

The key APMs that the Group uses include: adjusted EBITDA, adjusted profit before tax, like-for-like sales (LFL), net debt and adjusted earnings per share. Each of the APMs, and others used by the Group, are set out in the Glossary including explanations of how they are calculated and how they can be reconciled to a statutory measure where relevant. These measures have remained consistent with the prior year.

The Group makes certain adjustments to the statutory profit measures in order to derive many of these APMs. The Group's policy is to exclude costs or incomes that derive from events or transactions that fall within the normal activities of the Group, but which are excluded from the Group's adjusted profit before tax measure due to their size and nature in order to better reflect management's view of the performance of the Group. Treatment as adjusting items provides stakeholders with additional useful information to assess the annual performance of the Group.

Revenue recognition

Revenue represents the amounts receivable for goods and services sold through retail outlets in the period which fall within the Group's principal activities, stated net of value added tax. Revenue is shown net of returns. Revenue is recognised when the significant performance obligations have been completed, control of goods and services have been passed to the buyer and can be measured reliably.

Commission from the sale of lottery tickets, travel tickets, electronic phone top-ups and products sold through the Post Office in store is recognised net within turnover, when transactions deriving commissions are completed, as the Group acts as an agent.

In the opinion of the Directors, the Group engages in one principal area of activity, that of operators of convenience and newsagent stores. Turnover is derived entirely from the United Kingdom.

Cost of sales

Cost of sales consists of all direct costs to the point of sale including warehouse and transportation costs. Supplier incentives, rebates and discounts are recognised as a credit to cost of sales in the period in which the stock to which the discounts apply is sold. The accrued value at the reporting date is included in supplier rebates receivables.

Adjusting items

Adjusting items relate to costs or incomes that derive from events or transactions that fall within the normal activities of the Group, but are excluded from the Group's adjusted profit before tax measure due to their size and nature in order to better reflect management's view of the performance of the Group. The adjusted profit before tax measure (profit before adjusting items) is not a recognised profit measure under IFRS and may not be directly comparable with adjusted profit measures used by other companies. Details of adjusting items are set out in note 5.

Other operating income

Rental income and ATM commissions are recognised in the consolidated income statement when the services to which they relate are earned.

Tax

The tax expense for the period comprises of current and deferred tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

Current tax is provided at amounts expected to be paid using the tax rates and laws that have been enacted or substantively enacted at the balance sheet date. Current tax is charged or credited to the income statement, except when it relates to items charged to equity or other comprehensive income, in which case the current tax is also dealt with in equity or other comprehensive income respectively.

Deferred tax is accounted for on the basis of temporary differences arising from differences between the tax base and accounting base of assets and liabilities. Deferred tax is recognised for all temporary differences, except to the extent where a deferred tax liability arises from the initial recognition of goodwill or from the initial recognition of an asset or a liability in a transaction that is not a business combination and, at the time of the transaction, affects neither accounting profit nor taxable profit. It is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred tax assets are recognised only to the extent that the Directors consider that, on the basis of all available evidence, it is probable that there will be suitable future taxable profits from which the future reversal of the underlying differences can be deducted.

Deferred tax is charged or credited to the income statement, except when it relates to items charged or credited directly to equity or other comprehensive income, in which case the deferred tax is also dealt with in equity or other comprehensive income respectively.

Goodwill

Goodwill represents the excess of the fair value of the consideration of an acquisition over the fair value of the Group's share of the net identifiable assets of the acquired subsidiary at the date of acquisition. Goodwill is recognised as an asset on the Group's balance sheet in the period in which it arises. Goodwill is not amortised but is tested for impairment at least annually and is stated at cost less any provision for impairment. Any impairment is recognised in the income statement and is not reversed in a subsequent period.

Borrowings

All borrowings are initially recorded at the amount of proceeds received, net of transaction costs. Borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the income statement over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in finance costs.

Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date.

The Group includes lease liabilities within Loans & Borrowings. See leases policy on how the lease liability is determined and carried.

Leases

Definition of a lease

At inception of a contract the Group assesses whether a contract is or contains a lease.

A lease is defined as 'a contract, or part of a contract, that conveys the right to use an asset (the underlying asset) for a period of time in exchange for consideration'. To apply this definition the Group assesses whether the contract meets key criteria which are whether:

-- The contract contains an identified asset, which is either explicitly identified in the contract or implicitly specified by being identified at the time the asset is made available to the Group

-- The Group has the right to obtain substantially all of the economic benefits from use of the identified asset throughout the period of use.

-- The Group has the right to direct the use of the asset.

Right-of-use assets

At lease commencement date, the Group recognises a right-of-use asset on the balance sheet. The right-of-use asset is measured at cost less any accumulated depreciation and impairment losses and any adjustment for re-measurement. The initial cost is made up of:

-- Initial lease liabilities recognised

-- Plus any payments made in advance of the lease commencement date for the right to use the asset (net of any incentives received).

-- Plus any initial direct costs incurred by the Group.

-- Plus an estimate of any costs to dismantle, remove and restore the asset at the end of the lease.

The Group depreciates the right-of-use assets on a straight-line basis from the lease commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The Group also assesses the right-of-use asset for impairment when such indicators exist. On the statement of financial position, right-of-use assets are included in property, plant and equipment.

Lease liabilities

At lease commencement, the lease liability is measured at the present value of the lease payments payable over the lease term, discounted at the rate implicit in the lease if that can be readily determined. If the rate cannot be readily determined, the Group will use its incremental borrowing rate.

Lease payments included in the measurement of the lease liability are made up of fixed payments (or in-substance fixed), variable payments based on an index or rate, amounts expected to be payable under a residual value guarantee and payments arising from options reasonably certain to be exercised.

On the statement of financial position lease liabilities have been included in loans and borrowings.

Subsequent measurement

The liability will be reduced for payments made and increased for interest. It is re-measured to reflect any reassessment or modification, or if there are changes in in-substance fixed payments. When the lease liability is re-measured, the corresponding adjustment is reflected in the right-of-use asset, or income statement if the right-of-use asset is already reduced to zero.

Sub-lease accounting

Under IFRS 16, the Group is required to assess the classification of a sub-lease with reference to the right-of-use asset, not the underlying asset. For sub-leases that fall under IFRS 16 definition the Group will:

-- De-recognise the right-of-use asset or part therefore that has been sublet and recognise as a receivable the net investment in the sub-lease.

-- Recognise any difference between the right-of-use asset and net investment in sub-lease in the income statement.

-- Retain the lease liability relating to the head lease in the statement of financial position.

-- The receivable is subject to testing for impairment under the requirements of IFRS 9 'Financial instruments'.

Short-term leases and leases of low value assets

Short-term leases and low value assets payments are recognised as an expense in the income statement.

Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.

Defined contribution pension obligation

Contributions to defined contribution pension schemes are charged to the income statement in the period to which they relate.

Defined benefit pension obligation

The Group operates two defined benefit pension schemes in addition to several defined contribution schemes, which require contributions to be made to separately administered funds.

Defined benefit scheme surpluses and deficits are measured at:

-The fair value of plan assets at the reporting date; less

-Scheme liabilities calculated using the projected unit credit method discounted to its present value using yields available on high quality corporate bonds that have maturity dates approximating to the terms of the liabilities; less

-The effect of minimum funding requirements agreed with scheme trustees.

A surplus is recognised where the Group has an unconditional right to the economic benefits in the form of future contribution reductions or refunds.

Any difference between the interest income on scheme assets and that actually achieved on assets, and any changes in the liabilities over the period due to changes in assumptions or experience within the scheme, are recognised in other comprehensive income in the period in which they arise.

Costs are recognised separately as operating and finance costs in the income statement. Operating costs comprise the current service cost, any income or expense on settlements or curtailments and past service costs.

Finance items comprise the interest on the net defined benefit asset or liability.

Share based payments

Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of the equity instruments at the grant date. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group's estimate of equity instruments that will eventually vest, with a corresponding increase in equity. Where applicable at the end of each reporting period, the Group revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognised in the income statement.

 
  3    Critical accounting judgements and key sources of estimation 
        uncertainty 
 

In the application of the Group's accounting policies, the Directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

Critical accounting judgements

Critical judgements, apart from those involving estimations, that are applied in the preparation of the consolidated condensed financial statements are discussed below:

Adjusting items

During the period certain items are identified and separately disclosed as adjusting items. Judgement is applied as to whether the item meets the necessary criteria as per the accounting policy disclosure. This assessment covers the nature of the item, cause of occurrence and the scale of impact of that item on reported performance. Note 5 provides information on all of the items disclosed as adjusting in the current period condensed financial statements.

Sources of estimation uncertainty

Estimates and underlying assumptions are reviewed on an ongoing basis. Sources of estimation and uncertainty are discussed below:

Impairment

Where there are indicators of impairment, management performs an impairment test. Recoverable amounts for cash-generating units are the higher of fair value less costs of disposal, and value in use. Value in use is calculated from cash flow projections based on the Group's five year internal forecasts. The forecasts are extrapolated to perpetuity using the long-term growth rate.

In the 26 weeks period ended 30 May 2021, management reviewed impairment and concluded that there were no indicators of impairment. Although the Group performance has been impacted by the third lockdown, the business remains confident it will achieve its long-term plan, the long-term plans remains materially unchanged from the 2020 year end position. Management will review impairment again at year end.

Supplier income

Supplier income is recognised as a credit within cost of sales. For some sources of supplier income, management is required to make estimates in determining the amount and timing of recognition of income. These estimates are based on documented evidence of agreements with suppliers.

In determining the amount of volume-related allowances recognised in any period, management estimate whether the Group will meet contractual target volumes, based on historical and forecast performance. Once purchases are estimated the amount due is based on contractual terms based on the level of purchases.

For promotional funding relating to investment in the customer offer by a supplier, there is limited estimation required as funding is pre-agreed and collected throughout the year shortly after promotions have ended.

Accrued income makes up a material part of the supplier rebate receivables at the balance sheet date. Whilst accrued income involves management estimation, actual results are unlikely to be materially different to the carrying amount on the balance sheet.

Pension

The liabilities of the defined benefit pension schemes operated by the Group are determined using methods relying on the actuarial estimates and assumptions, including rates of increase in pensionable salaries and pensions, net defined benefit asset or liability, life expectancies and discount rates. The Group takes advice from independent actuaries relating to the appropriateness of the assumptions and the recognition of any surplus. Changes in the assumptions used may have a significant effect on the Group statement of comprehensive income and the Group statement of financial position.

Leases

The Group uses incremental borrowing rates for discounting lease liabilities. The incremental borrowing rate is determined based on a series of inputs including: the risk-free rate based on government bond rates; a credit risk adjustment based on the Group's current borrowing margins; and lease specific adjustments based on terms of the lease.

 
  4    Revenue and other income 
 

In accordance with IFRS 8 'Operating segments' an operating segment is defined as a business activity whose operating results are reviewed by the chief operating decision maker and for which discrete information is available. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors. The principal activities of the Group are currently managed as one segment. Consequently all activities relate to this segment, being the operation of convenience and newsagent stores in the UK.

The analysis of the Group's revenue for the period from continuing operations is as follows:

 
                                   26 weeks 
                                         to     26 weeks to 
                                     30 May          24 May 
                                       2021            2020 
                                      GBP m           GBP m 
                                (unaudited)     (unaudited) 
  Revenue 
  Sale of goods                       572.7           604.8 
                             --------------  -------------- 
  Other operating income 
  Property rental income                0.8             0.9 
  Other income                          0.7             1.2 
                             --------------  -------------- 
                                        1.5             2.1 
                             --------------  -------------- 
  Finance income                        0.3 
                             --------------  -------------- 
                                      574.5           606.9 
                             ==============  ============== 
  5                          Adjusting items 
 
 

Due to their significance or one-off nature, certain items have been classified as adjusting as follows:

 
                                           26 weeks        26 weeks 
                                                 to              to 
                                             30 May          24 May 
                                               2021            2020 
                                              GBP m           GBP m 
                                        (unaudited)     (unaudited) 
  Administrative expenses 
  Fines (a)                                       -             0.5 
  Business reorganisation (b)                   2.5             0.6 
                                     --------------  -------------- 
                                                2.5             1.1 
                                     --------------  -------------- 
  Losses/(Profits) arising on property-related items 
  Store optimisation programme (c)              1.5           (0.3) 
                                     --------------  -------------- 
  Finance income 
  Head office (d)                             (0.2)               - 
                                     --------------  -------------- 
  Tax effect on adjusting items               (0.4)               - 
                                     --------------  -------------- 
                                                3.4             0.8 
                                     ==============  ============== 
 

a. Fines

The Group has not incurred any fines during the 26 week period ended 30 May 2021 (2020: GBP0.5m). The 2020 cost of GBP0.5m was in relation to a potential health and safety fine and associated legal fees.

b. Business reorganisation

The Group has been reviewing its organisational structure leading to additional costs of GBP2.5m (2020: GBP0.6m) associated with the restructuring, predominantly the cost of redundancies.

c. Store optimisation programme

Management has undertaken a store optimisation programme resulting in a material number of store closures. Costs associated with the closures have been classified as adjusting due to the one-off nature of the closure programme. Included in the costs are net book value write off and other costs in relation to store closure net of any proceeds received. The net cash outflow was GBP2.0m (2020: GBP0.2m).

d. Head office disposal interest income

The Group earned GBP0.2m interest on delayed receipt of the head office disposal and classified it as adjusting as the disposal of head office was not part of ordinary activities. The net cash inflow was GBP0.2m.

 
  6    Operating profit 
 

Adjusted EBITDA and operating profit excluding property- related items

In order to provide shareholders with a measure of the underlying performance of the business which is more aligned with the way that management monitor and manage the business, the Group makes adjustments to profit before tax. Adjusting items relate to costs or incomes that derive from events or transactions that fall within the normal activities of the Group, but which are excluded from the Group's adjusted profit before tax measure due to their size and nature in order to better reflect management's view of the performance of the Group. The adjusted profit before tax measure (profit before adjusting items) is not a recognised profit measure under IFRS and may not be directly comparable with adjusted profit measures used by other companies. Details of adjusting items are set out in note 5.

 
                                                    26 weeks 
                                                          to     26 weeks to 
                                                      30 May          24 May 
                                                        2021            2020 
                                                       GBP m           GBP m 
                                                 (unaudited)     (unaudited) 
  Adjusted EBITDA excluding property-related items and share based 
   payments 
  Operating profit before adjusting items                6.3             8.4 
  Plant, Property & Equipment depreciation               6.7             6.6 
  Right of use asset depreciation                       10.6            12.3 
  Amortisation of intangible assets                      0.6             0.5 
  Losses arising on property-related items                 -             0.1 
  Share based payments                                   0.1             0.1 
  Total Adjusted EBITDA                                 24.3            28.0 
============================================  ==============  ============== 
  7                                            Income tax 
 
 

The tax expense for the 26 week period was GBP0.4m (2020: GBP0.3m credit) representing a rate of 6.8% (2020: -23.1%). The comparable effective tax rate in 2021 excluding the impact of adjusting items was 38.1% (2020: -60.0%). The difference between the current statutory rate of 19.0% and the effective tax rate excluding the impact of non-deductible adjusting items is due principally to the change in the tax rate impact on deferred tax.

On 24 May 2021 the UK corporation tax rate was substantively enacted to rise to 25% from 1 April 2023. Any deferred tax expected to unwind after 1 April 2023 has been recognised at the revised rate.

 
  8    Dividends 
 

The Board is not declaring an interim dividend (2020: Nil). There was no final dividend declared for 2020.

The Group is restricted from paying a dividend until certain conditions are satisfied in its banking facilities, including achieving a Group leverage below 1.75x EBITDA.

 
  9    Earnings per share 
 

Basic and diluted earnings per share are calculated by dividing the profit for the period attributable to shareholders by the weighted average number of shares.

 
                                                        30 May           24 May 
                                                          2021             2020 
                                                   (unaudited)      (unaudited) 
  Basic weighted average number of shares          115,304,400      115,193,909 
                                               ===============  =============== 
  Diluted weighted average number of shares        115,327,564      115,312,954 
                                               ===============  =============== 
  Loss attributable to ordinary shareholders 
   (GBP m)                                               (6.3)            (1.0) 
                                               ===============  =============== 
  Basic losses per share                                (5.5)p           (0.9)p 
  Anti diluting losses per share                        (5.5)p           (0.9)p 
                                               ===============  =============== 
  Adjusted earnings per share: 
  Loss attributable to ordinary shareholders 
   (GBP m)                                               (6.3)            (1.0) 
  Adjusting items (note 5)                                 3.8              0.8 
  Tax effect of adjustments                              (0.4)                - 
  Loss after tax and before adjusting items              (2.9)            (0.2) 
                                               ===============  =============== 
  Basic losses per share                                (2.5)p           (0.2)p 
                                               ===============  =============== 
  Anti diluting losses per share                        (2.5)p           (0.2)p 
                                               ===============  =============== 
 

The share options in issue are anti-dilutive at the period end.

The diluted weighted average number of ordinary shares is calculated using the following:

 
                                                                30 May           24 May 
                                                                  2021             2020 
                                                           (unaudited)      (unaudited) 
  Ordinary shares in issue at the start of 
   the period                                              115,304,400      115,193,909 
  Total shares in issue at the end of the 
   period                                                  115,304,400      115,193,909 
                                                       ---------------  --------------- 
  Effect of shares to be issued for the Long 
   term incentive plan (LTIP)                                   23,164          119,045 
                                                       ---------------  --------------- 
  Weighted average number of ordinary shares 
   at the end of the period                                115,327,564      115,312,954 
                                                       ===============  =============== 
 
 
 
 
 
 
 
    10                                    Loans and borrowings 
                                                                24 May 
                                               30 May             2020      29 November 
                                                 2021      Restated(*)             2020 
                                                GBP m            GBP m            GBP m 
                                          (unaudited)      (unaudited)        (audited) 
  Current 
  Bank borrowings -Term loan                     10.0             10.0             10.0 
  Lease liabilities                              21.1             23.4             22.3 
                                       --------------  ---------------  --------------- 
                                                 31.1             33.4             32.3 
                                       ==============  ===============  =============== 
  Non-current 
  Bank borrowings -Term Loan                     57.0             62.5             57.5 
  Bank borrowings -Revolving credit 
   facility                                      77.5             77.5             45.0 
  Unamortised issue costs                       (3.4)            (1.8)            (1.3) 
  Lease liabilities                             161.3            182.5            171.5 
                                       --------------  ---------------  --------------- 
                                                292.4            320.7            272.7 
                                       ==============  ===============  =============== 
 
 

Note:

1. * Restated - See Note 13.

The long-term bank borrowings are secured on Group assets.

During the period, the margin on the term loan and revolving credit facility ranged between 3.75% and 4.75% in line with the banking facility agreement.

The Group's term loan and the revolving credit facility have attached covenants on leverage, fixed charge cover and capital expenditure which are assessed quarterly and the Group was compliant with all assessments in the period.

The Group renewed its bank facility in February 2021 made up of an amortising term loan of GBP67.5m and a GBP100m revolving credit facility. The current facility drawn as at 30 May 2021 is GBP144.5m (2020: GBP150.0m). The maximum drawdown in the period was 67.5m for the term loan and GBP77.5m for the revolving credit facility.

 
  11                                  Net debt 
                                                               24 May 
                                             30 May              2020    29 November 
                                               2021             GBP m           2020 
                                              GBP m      Restated (*)          GBP m 
                                        (unaudited)       (unaudited)      (audited) 
  Cash at bank and in hand                     31.4              70.8           23.2 
                                    ---------------  ----------------  ------------- 
  Term Loan and revolving credit 
   facility available until 
   February 2024                            (144.5)           (150.0)        (112.5) 
  Less: unamortised issue 
   costs                                        3.4               1.8            1.3 
                                            (141.1)           (148.2)        (111.2) 
  Lease liabilities                         (182.4)           (205.9)        (193.8) 
  Net debt                                  (292.1)           (283.3)        (281.8) 
                                    ===============  ================  ============= 
 
 

Note:

1. *Restated - See Note 13.

Analysis of net debt

 
                       29 November              Amortisation                               Non-current          30 May 
                              2020      Cash        of issue         Lease        Lease     to current            2021 
                             GBP m      flow           costs     additions     disposal      movements           GBP m 
                         (audited)     GBP m           GBP m         GBP m      GBP 000          GBP m     (unaudited) 
  Analysis of net debt 
  Bank borrowings 
  Current                   (10.0)      0.50               -             -            -          (0.5)          (10.0) 
  Non-current              (101.2)    (29.6)           (0.8)             -            -            0.5         (131.1) 
                     -------------  --------  --------------  ------------  -----------  -------------  -------------- 
                           (111.2)    (29.1)           (0.8)             -            -              -         (141.1) 
                     -------------  --------  --------------  ------------  -----------  -------------  -------------- 
  Lease liabilities 
  Current                   (22.3)      11.0               -         (0.6)          0.6          (9.8)          (21.1) 
  Non-current              (171.5)         -               -         (2.9)          3.3            9.8         (161.3) 
                     -------------  --------  --------------  ------------  -----------  -------------  -------------- 
                           (193.8)      11.0               -         (3.5)          3.9              -         (182.4) 
  Arising from 
   financing 
   activities              (305.0)    (18.1)           (0.8)         (3.5)          3.9              -         (323.5) 
                     -------------  --------  --------------  ------------  -----------  -------------  -------------- 
  Cash and 
   short-term 
   deposits                   23.2       8.2               -             -            -              -            31.4 
  Net debt                 (281.8)     (9.9)           (0.8)         (3.5)          3.9              -         (292.1) 
                     =============  ========  ==============  ============  ===========  =============  ============== 
 

In the period interest was charged as follows: current bank borrowings GBP0.4m (2020: GBP0.4m), non-current bank borrowings GBP2.9m (2020: GBP3.1m), current leases GBP0.5m (2020: 0.7m) and non-current leases GBP3.6m (2020: GBP3.9m) in addition to other finance costs of GBP1.1m.

 
                                                                                                                     24 May 
                         24                                                                                            2020 
                   November                             Amortisation                    Lease    Non-current    Restated(*) 
                       2019     IFRS 16         Cash        of issue        Lease    disposal     to current 
                      GBP m    adoption         flow           costs    additions         GBP      movements          GBP m 
                  (audited)       GBP m        GBP m           GBP m        GBP m           m          GBP m    (unaudited) 
 
  Bank 
  borrowings 
  Current            (10.0)           -          5.0               -            -           -          (5.0)         (10.0) 
  Non-current       (118.5)           -       (24.3)           (0.4)            -           -            5.0        (138.2) 
                -----------  ----------  -----------  --------------  -----------  ----------  -------------  ------------- 
                    (128.5)           -       (19.3)           (0.4)            -           -              -        (148.2) 
                -----------  ----------  -----------  --------------  -----------  ----------  -------------  ------------- 
  Lease 
  liabilities 
  Current             (1.2)      (22.9)         11.7               -        (0.9)         0.7         (10.8)         (23.4) 
  Non-current         (1.4)     (194.2)            -               -        (2.4)         4.7           10.8        (182.5) 
                -----------  ----------  -----------  --------------  -----------  ----------  -------------  ------------- 
                      (2.6)     (217.1)         11.7               -        (3.3)         5.4              -        (205.9) 
  Arising from 
   financing 
   activities       (131.1)     (217.1)        (7.6)           (0.4)        (3.3)         5.4              -        (354.1) 
                -----------  ----------  -----------  --------------  -----------  ----------  -------------  ------------- 
  Cash and 
   short-term 
   deposits            37.0           -         33.8               -            -           -              -           70.8 
  Net debt           (94.1)     (217.1)         26.2           (0.4)        (3.3)         5.4              -        (283.3) 
                ===========  ==========  ===========  ==============  ===========  ==========  =============  ============= 
 
 

Note:

1. *Restated - See Note 13.

 
  12       Related party transactions 
 

Only the Directors are deemed to be key management personnel. All transactions between Directors and the Group are on an arm's length basis and no period end balances have arisen as a result of these transactions.

Salaries and other short term employee benefits for the Directors for period ended 30 May 2021 totalled GBP1.0m.

There were no other material transactions or balances between the Group and its key management personnel or members of their close family.

 
  13    Restatements 
 

The Group has restated the financial statements for the periods ending 24 May 2020 and 29 November 2020 as shown below. None of these restatements has any impact on the statement of comprehensive income or total shareholder funds previously reported.

 
                                                                                   Leases receivables 
                         24 May 2020          Other                Leases              non-current       24 May 2020 
                           Original       borrowings(1)        on transition(2)         split(2)           Restated 
                            GBP m              GBPm                 GBP m                 GBP m             GBP m 
  Non-current assets 
  Property, plant and 
   equipment                255.7                                    1.6                                    257.3 
  Trade and other 
   receivables                                                                            1.6                1.6 
                       -------------  --------------------  -------------------  --------------------  ------------- 
                            255.7                                    1.6                  1.6               258.9 
                       -------------  --------------------  -------------------  --------------------  ------------- 
  Current assets 
                       -------------  --------------------  -------------------  --------------------  ------------- 
  Trade and other 
   receivables              39.2                                                         (1.6)              37.6 
                       -------------  --------------------  -------------------  --------------------  ------------- 
 
  Current liabilities 
  Trade and other 
   payables                (223.6)            (2.5)                                                        (226.1) 
  Loans and 
   borrowings              (35.8)              2.5                  (0.1)                                  (33.4) 
                       -------------  --------------------  -------------------  --------------------  ------------- 
                           (259.4)              -                   (0.1)                                  (259.5) 
                       -------------  --------------------  -------------------  --------------------  ------------- 
 
  Non-current 
  liabilities 
                       -------------  --------------------  -------------------  --------------------  ------------- 
  Loans and 
   borrowings              (319.2)                                  (1.5)                                  (320.7) 
                       -------------  --------------------  -------------------  --------------------  ------------- 
 
  Impact to Net 
   assets                                       -                     -                    - 
                       =============  ====================  ===================  ====================  ============= 
 
 

Notes:

1. The Group has re-classified GBP2.5m previously classified as loans and borrowings to trade and other payables for period ended 24 May 2020. These amounts relate to unsolicited government COVID grants which will be repaid in due course and, on further reflection, management have concluded that these amounts should have been presented as operating liabilities rather than financing liabilities. The cash receipt of GBP2.5m has also been reclassified from cash flows from financing activities to operating cash flows. This restatement has no impact on the previously reported loss for the year and group net assets. This approach is consistent with the accounting within the group's annual report for the 53 weeks ended 29 November 2020.

2. The Group adopted IFRS 16 in the group financial statements for the 53 weeks ended 29 November 2020. When preparing these financial statements it was noted that certain leases which had been signed by the group were not included in the transition to IFRS 16 included in the interim accounts prepared as at 24 May 2020. As such the interim results as at 24 May 2020, previously reported have been restated to include these leases. The correction has had nil impact to the previously recognised statement of comprehensive income or total shareholder funds.

The Group has also re-classified balances of lease receivables that were due after 12 months at 24 May 2020 that had been included in current assets to non-current assets.

 
                                                                    Leases receivables 
                                   29 November                          non-current        29 November 
                                   2020 Original    Subleases(3)         split(3)          2020 Restated 
                                       GBP m            GBPm               GBP m               GBP m 
  Non-current assets 
  Property, plant and 
   equipment                          245.3            (1.4)                                  243.9 
  Trade and other receivables                                              2.7                 2.7 
                                ----------------  --------------  --------------------  ---------------- 
                                      245.3            (1.4)               2.7                246.6 
                                ----------------  --------------  --------------------  ---------------- 
  Current assets 
                                ----------------  --------------  --------------------  ---------------- 
  Trade and other receivables          41.6             1.4               (2.7)                40.3 
                                ----------------  --------------  --------------------  ---------------- 
 
  Impact to Net assets                                   -                  - 
                                ================  ==============  ====================  ================ 
 
 

Notes:

3. Subsequent to the signing of the financial statements prepared for the 53 weeks ended 29 November 2020, it has been identified that the group had not incorporated all signed sub leases into its financial statements. Management has corrected the error by recognising the sub-lease receivable for these leases and reducing the previously recognised right-of-use asset. The correction resulted in nil gain and therefore has no impact on the previously recognised statement of comprehensive income or total shareholder funds.

The Group has also re-classified balances of lease receivables that were due after 12 months at 29 November 2020 that had been included in current assets to non-current assets.

 
  14     Subsequent events 
 

Management has evaluated subsequent events through to 12 August 2021, which is the date the condensed financial statements were available to be issued. COVID 19 continues to impact the wider economy and communities we serve, however the business continues to cope with the pandemic with its stores open and trading well.

There were no subsequent events that required adjustment to or disclosure in the Group condensed financial statements.

 
  Principal Risks and Uncertainties 
 
   A detailed assessment of the principal risk issues that face 
   the business can be found on pages 44 to 47 of the Annual 
   Report and Accounts 2020. 
 
   The Directors consider that the following principal risks 
   and uncertainties will remain relevant for the remaining six 
   months of the 2021 financial year. 
 
    Customer proposition 
  Customer shopping habits are influenced by a wide range of 
   factors and are constantly evolving. COVID-19 restrictions 
   have accelerated some existing trends and introduced some 
   new ones. If we do not respond to their changing needs, with 
   internal processes and resource allocated appropriately to 
   adapt in terms of offer, price, range and availability, they 
   are more likely to shop with a competitor, resulting in falling 
   revenues. 
 
    Reliance on third party supply 
  We rely on a small number of key distributors and may be adversely 
   affected by uncompetitive pricing or processes and procedures 
   being unable to support customer innovation, range development 
   or have agility in customer responsiveness. A disruption in 
   supply, however short term, would prevent orderly trading 
   and impact the brand and financial performance. 
 
    Operating model and cost efficiency challenges 
  We have a high operational cost base, consisting primarily 
   of wages (impacted by the National Living Wage), property 
   rental and utility costs. Increases in these costs without 
   a corresponding increase in revenues could adversely impact 
   our profitability. COVID-19 had made the operating environment 
   more challenging and has introduced new investments and processes 
   that need to be absorbed into the cost base. 
 
    Availability of funding/cash 
  The main financial risks are the availability of appropriate 
   liquidity and covenant headroom to meet business needs for 
   trading and investment. The shape of trading during COVID-19 
   has varied greatly in volume and mix reinforcing the need 
   for flexibility and headroom with all funding arrangements. 
 
    Strategic vision 
  If the Board either pursues an unsuccessful strategy or does 
   not communicate and implement its strategy effectively, business 
   performance and reputation may suffer. The Board must fully 
   take account of environmental, sustainability and social governance 
   matters, including diversity, when setting the vision for 
   the business. 
 
    Macroeconomic factors 
  All our revenue is generated in the UK. Any deterioration 
   in the UK economy and consumer confidence could affect spending 
   and cost of goods, which in turn would impact our sales and 
   profitability. COVID-19 represents the most dramatic shift 
   in the macroeconomic environment in our lifetimes. The business 
   has needed to operate crisis management processes to react 
   to the short- term challenges but also recognise longer-term 
   trends from the pandemic that will be with us for years to 
   come. 
 
    Health & Safety, Regulation and Reputation 
  The business is required to operate within all laws and regulations. 
   The Board actively engages to ensure it is fulfilling all 
   of its responsibilities to its customers, colleagues, the 
   local communities in which it operates and the broader environment. 
   Where the business identifies a gap in compliance with any 
   regulation we put in place recovery programmes to recover 
   the situations as rapidly as practical. The COVID-19 pandemic 
   has overlaid new challenges within health and safety further 
   enhancing the need to ensure a safe operating environment 
   for our colleagues and customers. The business actively monitors 
   and manages factors that would impact its reputation and brand. 
 
    Crime & colleague welfare 
  We need to provide and maintain a healthy environment for 
   our colleagues and customers. Failure to do so restricts the 
   ability to recruit new colleagues and impacts negatively to 
   the willingness of customers to frequent our stores. The COVID-19 
   pandemic has introduced a new set of challenges for our colleagues 
   to seek to ensure customers comply with COVID regulations. 
 

GLOSSARY OF TERMS

Introduction

In the reporting of financial information, the Directors have adopted various Alternative Performance Measures (APMs) of financial performance, position or cash flows other than those defined or specified under International Financial Reporting Standards (IFRS).

These measures are not defined by IFRS and therefore may not be directly comparable with other companies' APMs, including those in the Group's industry.

APMs should be considered in addition to IFRS measures and are not intended to be a substitute for IFRS measurements.

Purpose

The Directors believe that these APMs provide additional useful information on the underlying performance and position of McColl's.

APMs are also used to enhance the comparability of information between reporting periods by adjusting for non-recurring or uncontrollable factors which affect IFRS measures, to aid the user in understanding McColl's performance.

Consequently, APMs are used by the Directors and management for performance analysis, planning, reporting and incentive-setting purposes and have remained consistent with prior year.

The key APMs that the Group has focused on this period are as follows:

Like-for-like sales (LFL): This is a widely used indicator of a retailer's current trading performance and is a measure of growth in sales from stores that have been open for at least a year.

Sales from stores that have traded throughout the whole of the current and prior periods, and including VAT but excluding sales of fuel, lottery, mobile top-up, gift cards and travel tickets.

Adjusted EBITDA excluding property-related items and share based payments: This profit measure shows the Group's Earnings Before Interest, Tax, Depreciation and Amortisation adjusted for both property gains and losses, share-based payments and other adjusting items.

Property gains and losses: Are incomes and costs that arise from events and transactions in relation to the Group's property and not from the principal activity of the Group, i.e. that of an operator of convenience and newsagent stores.

Adjusting items: Relate to costs or incomes that derive from events or transactions that fall within the normal activities of the Group but which, individually or, if of a similar type, in aggregate, are excluded from the Group's adjusted profit measures due to their size and nature in order to reflect management's view of the performance of the Group.

Adjusted operating profit: Operating profit before the impact of adjusting items as explained above.

Adjusted earnings per share: Earnings per share before the impact of adjusting items.

Adjusted EBITDA pre IFRS 16 : This profit measure is utilised on the same basis as the adjusted EBITDA excluding property-related items and share-based payments above. The difference is that rent expense has been added back to administrative expenses and rental income to other income to reverse the impact of IFRS 16.

Grocery mix: This measure is the proportion of grocery sales excluding VAT as a percentage of total revenue. Grocery includes ambient, fresh, frozen and household groceries, and food-to-go, but excludes impulse categories (including confectionery, crisps and snacks, soft drinks and ice cream), general merchandise, news and magazines, and services.

 
  APM                  Closest                Note reference for reconciliation              Definition and 
                        equivalent                                                           purpose 
                        IFRS measure 
                     ---------------------  --------------------------------------------- 
  Income statement 
   Revenue 
   measures 
-------------------  ---------------------  ---------------------------------------------  ----------------------- 
  Sales mix            No direct              Not applicable                                 The relative 
                        equivalent                                                           proportion 
                                                                                             or ratio of products 
                                                                                             sold compared to the 
                                                                                             same period in the 
                                                                                             prior 
                                                                                             year. 
-------------------  ---------------------  ---------------------------------------------  ----------------------- 
  Like-for-like        IFRS Revenue           Revenue 2020                        GBP605m    Like-for-like is a 
   (LFL)                                                                                     measure 
                                                                                             of growth in Group 
                                                                                             sales 
                                                                                             from stores that have 
                                                                                             been open for at 
                                                                                             least 
                                                                                             a year (but excludes 
                                                                                             prior year sales of 
                                                                                             stores closed during 
                                                                                             the year). It is a 
                                                                                             widely 
                                                                                             used indicator of a 
                                                                                             retailer's current 
                                                                                             trading 
                                                                                             performance and is 
                                                                                             important 
                                                                                             when comparing growth 
                                                                                             between retailers 
                                                                                             that 
                                                                                             have different 
                                                                                             profiles 
                                                                                             of expansion, 
                                                                                             disposals 
                                                                                             and closures. It's 
                                                                                             reported 
                                                                                             on an 'including VAT' 
                                                                                             basis, which aligns 
                                                                                             with the sales 
                                                                                             measurement 
                                                                                             by the field and 
                                                                                             stores 
                                                                                             teams, whose focus is 
                                                                                             on the retail 
                                                                                             performance. 
-------------------  ---------------------                                                 ----------------------- 
                                              Add VAT                              GBP76m 
-------------------  ---------------------                                                 ----------------------- 
                                              Excl. non store                    GBP(62)m 
                                               rev. 
                                              Excl. acq/closures                 GBP(50)m 
                                              LFL Sales 2020                      GBP569m 
                                              Revenue 2021                        GBP573m 
                                              Add VAT                              GBP73m 
                                              Excl. non store                    GBP(65)m 
                                               rev. 
                                              Excl. acq/closures                  GBP(6)m 
                                              LFL Sales 2021                      GBP575m 
    LFL%                                                                             1.0% 
  -----------------------------------------------------------------  --------------------  ----------------------- 
  Profit measures 
-------------------------------------------------------------------  --------------------  ----------------------- 
  Adjusted             Operating              Note 6                                         This profit measure 
   EBITDA               Profit                                                               shows the Group's 
                                                                                             Earnings 
                                                                                             Before Interest, Tax, 
                                                                                             Depreciation and 
                                                                                             Amortisation 
                                                                                             adjusted for both 
                                                                                             property 
                                                                                             gains and losses, 
                                                                                             share-based 
                                                                                             payments and other 
                                                                                             adjusting 
                                                                                             items, in order to 
                                                                                             provide 
                                                                                             shareholders with a 
                                                                                             measure of true 
                                                                                             underlying 
                                                                                             performance of the 
                                                                                             business. 
-------------------  ---------------------  ---------------------------------------------  ----------------------- 
  Pre IFRS             Operating              2021                                           This profit measure 
   16 Adjusted          Profit                                                               is on the same base 
   EBITDA                                                                                    as adjusted EBITDA in 
                                                                                             note 6 except for the 
                                                                                             adjustment of net 
                                                                                             rent 
                                                                                             payable which would 
                                                                                             have been in 
                                                                                             operating 
                                                                                             profit pre IFRS 16. 
-------------------  ---------------------                                                 ----------------------- 
    Adjusted EBITDA                                                              GBP24.3m 
                                                                                           ----------------------- 
    Net rent adjustment                                                        (GBP14.0)m 
    Pre IFRS 16 Adjusted 
     EBITDA                                                                      GBP10.3m 
 
    2020 
    Adjusted EBITDA                                                              GBP28.0m 
    Net rent adjustment                                                        (GBP14.9)m 
    Pre IFRS 16 Adjusted 
     EBITDA                                                                      GBP13.1m 
  -----------------------------------------------------------------  --------------------  ----------------------- 
  Basic adjusted       Basic earnings         Note 9                                         This relates to 
   earnings             per share                                                            profit 
   per share                                                                                 after tax before 
   (EPS)                                                                                     adjusting 
                                                                                             items divided by the 
                                                                                             basic weighted 
                                                                                             average 
                                                                                             number of shares, in 
                                                                                             order to provide 
                                                                                             shareholders 
                                                                                             with a measure of 
                                                                                             true 
                                                                                             underlying 
                                                                                             performance 
                                                                                             of the business. 
-------------------  ---------------------  ---------------------------------------------  ----------------------- 
  Diluted              Diluted                Note 9                                         The difference 
   adjusted             earnings                                                             between 
   earnings             per share                                                            basic and diluted 
   per share                                                                                 metric 
                                                                                             is the impact of the 
                                                                                             dilutive effect of 
                                                                                             share 
                                                                                             options and warrants 
                                                                                             in existence. 
-------------------  ---------------------  ---------------------------------------------  ----------------------- 
  Balance sheet measures 
------------------------------------------  ---------------------------------------------  ----------------------- 
  Net debt             Borrowings             Note 11                                        Net debt comprises 
                        less cash                                                            bank 
                        and related                                                          and other borrowings, 
                        hedges                                                               lease liabilities, 
                                                                                             and 
                                                                                             net interest 
                                                                                             receivables/payables, 
                                                                                             offset by cash and 
                                                                                             cash 
                                                                                             equivalents and 
                                                                                             short-term 
                                                                                             investments. It is a 
                                                                                             useful measure of the 
                                                                                             progress in 
                                                                                             generating 
                                                                                             cash and 
                                                                                             strengthening 
                                                                                             of the Group's 
                                                                                             balance 
                                                                                             sheet position and is 
                                                                                             a measure widely used 
                                                                                             by credit rating 
                                                                                             agencies. 
-------------------  ---------------------  ---------------------------------------------  ----------------------- 
  Pre IFRS             Borrowings             2 021                                          This measure is on 
   16 Net debt          less cash                                                            the 
                        and related                                                          same base as net debt 
                        hedges less                                                          in note 11 except for 
                        IFRS 16                                                              the adjustment of 
                        lease liabilities                                                    IFRS 
                                                                                             16 leases which would 
                                                                                             have been operating 
                                                                                             leases pre IFRS 16 
-------------------  ---------------------                                                 ----------------------- 
    Net debt                                                                    GBP292.1m 
                                                                                           ----------------------- 
    IFRS 16 leases 
     adjustment                                                               (GBP180.8)m 
    Pre IFRS 16 Net                                                             GBP111.3m 
     debt 
 
    2020* 
    Net debt                                                                    GBP283.3m 
    IFRS 16 leases 
     adjustment                                                               (GBP203.8)m 
    Pre IFRS 16 Net                                                              GBP79.5m 
     debt 
  -----------------------------------------------------------------  --------------------  ----------------------- 
 
 

* Restated - See Note 13.

Other

Capital expenditure (Capex): The additions to property, plant and equipment and intangible assets.

Grocery lines: This includes ambient, fresh, frozen and household groceries, and food-to-go, but excludes impulse categories (including confectionery, crisps and snacks, soft drinks and ice cream), general merchandise, news and magazines, and services.

Quarter: The 'first quarter' refers to the 13-week period from 30 November 2020 to 28 February 2021, 'second quarter' refers to the 13-week period from 01 March 2021 to 30 May 2021, 'third quarter' refers to the 13-week period from 31 May 2021 to 29 August 2021 and 'fourth quarter' refers to the 13-week period from 30 August to 28 November 2021.

Profits/(losses) arising on property-related items: This relates to the Group's property activities including: gains and losses on disposal of property assets, sale and lease back of freehold interests; costs resulting from changes in the Group's store portfolio, including pre-opening and post-closure costs; and income/(charges) associated with impairment of non-trading property and related onerous contracts. These items are disclosed separately to clearly identify the impact of these items versus the other operating expenses related to the core retail operations of the business. They can be one-time in nature and can have a disproportionate impact on profit between reporting periods.

INDEPENT REVIEW REPORT TO MCCOLL'S RETAIL GROUP PLC

Introduction

We have been engaged by the Company to review the condensed set of financial statements in the half-yearly financial report for the 26 weeks ended 30 May 2021 which comprises the consolidated income statement, the consolidated statement of comprehensive income, the consolidated statement of financial position, the consolidated statement of changes in equity, the consolidated statement of cash flows and the notes to the financial information.

We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

Directors' responsibilities

The half-yearly financial report is the responsibility of and has been approved by the directors. The directors are responsible for preparing the half-yearly financial report in accordance with the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority.

As disclosed in note 2, the annual financial statements of the group are prepared in accordance with international accounting standards in conformity with the Companies Act 2006 and international financial reporting standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting", as adopted by the European Union.

Our responsibility

Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review.

Scope of review

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity", issued by the Financial Reporting Council for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the 26 weeks ended 30 May 2021 is not prepared, in all material respects, in accordance with International Accounting Standard 34, as adopted by the European Union, and the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority.

Use of our report

Our report has been prepared in accordance with the terms of our engagement to assist the Company in meeting its responsibilities in respect of half-yearly financial reporting in accordance with the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority and for no other purpose. No person is entitled to rely on this report unless such a person is a person entitled to rely upon this report by virtue of and for the purpose of our terms of engagement or has been expressly authorised to do so by our prior written consent. Save as above, we do not accept responsibility for this report to any other person or for any other purpose and we hereby expressly disclaim any and all such liability.

BDO LLP

Chartered Accountants

Manchester

BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).

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(END) Dow Jones Newswires

August 12, 2021 10:50 ET (14:50 GMT)

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