TIDMPUB

RNS Number : 7737W

Punch Taverns PLC

12 November 2014

PUNCH TAVERNS PLC

("Punch" or "the Group")

Preliminary Results for the 53 weeks to 23 August 2014

Underlying financial performance(*) - in line with guidance

   --    EBITDA of GBP205 million (2013: GBP216 million) 

-- Profit before tax of GBP69 million (including GBP30 million of profits attributable to bond purchases in H1) (2013: GBP49 million; no profits attributable to bond purchases)

Operational highlights

   --    Delivering the business plan with steady progress in all areas of the business 

Core estate (2,925 pubs):

   --    Like-for-like net income(**) up 1.3%, with growth for five consecutive quarters 
   --    New partner applications up 20% on the prior year 
   --    GBP43 million of investment spend in the core estate at an average of c.GBP100,000 per pub 
   --    First full year of the New Business Development team, delivering double digit sales growth 

Non-core estate (884 pubs) and disposal programme:

   --    116 pubs transferred to the core estate from the start of the financial year 

-- Disposal programme on track with the disposal of 285 pubs (including 65 from the core estate), realising net proceeds of GBP111 million, at a multiple of 19 times EBITDA

Capital Restructuring

-- Capital restructuring successfully completed on 8 October 2014 delivering a GBP0.6 billion reduction in total net debt

-- Robust balance sheet now in place: Proforma net debt to EBITDA ratio reduced to c.7.7 times; no bank debt, long-term amortising bonds with no term repayments until 2021 at the earliest

-- Highly cash generative business with GBP200 million of net deleveraging targeted over the next three years

Stephen Billingham, Executive Chairman of Punch Taverns plc, commented:

"We have returned the core estate to like-for-like growth and delivered underlying profits for the year in line with guidance. We have also made a positive start to the new financial year with the core estate in like-for-like net income growth of 0.8% and have realised GBP43 million of proceeds from the sale of non-core and gold-brick sites.

We believe that the capital restructuring completed last month creates a robust and sustainable debt structure, providing stability to the business that will lead to further deleveraging through strong cash generation.

We can now focus on improving our business through investment in our pubs, attracting the best partners to work with us and providing industry leading support to our partners to launch and develop their pub businesses."

12 November 2014

   (*)     before non-underlying items 

(**) net income represents revenue less cost of drink sales (gross profit); growth rates are quoted on a 52 week versus 52 week basis to exclude the benefit of an extra week trading in FY 2014

Enquiries:

 
 Results: Punch Taverns plc               Tel: 01283 501 
                                                     948 
 Stephen Billingham, Executive Chairman 
 Steve Dando, Finance Director 
 
 Media: Brunswick                          Tel: 020 7404 
                                                    5959 
 Jonathan Glass, Mike Smith 
 

The preliminary results announcement and presentation will be available on the Punch website www.punchtavernsplc.com

An audio webcast of the presentation (commencing at 9.00am today) will also be available on the investor section of Punch's website.

Forward-looking statements

This report contains certain statements about the future outlook for Punch. Although we believe our expectations are based on reasonable assumptions, any statements about future outlook may be influenced by factors that could cause actual outcomes and results to be materially different.

EXECUTIVE CHAIRMAN'S STRATEGIC REVIEW

MARKET OVERVIEW AND STRATEGY

Punch is a leading leased and tenanted pub company in the United Kingdom. At 23 August 2014, Punch owned 3,809 pubs, 96% of which are held on a freehold or long leasehold basis. In addition, Punch has a 50% shareholding in the Matthew Clark business, the leading independent drinks wholesaler and distributor in the UK on-trade.

Punch's aim is to be the UK's best leased and tenanted pub business with a focus on making each of its core pubs the best of its type in its marketplace.

Our market

Punch operates in the UK pub industry, which itself is part of the wider drinking-out and eating-out market that also includes restaurants, social clubs, nightclubs and fast food outlets. The UK pub industry currently consists of c.47,000 licensed public houses, and going to pubs continues to be one of the most popular leisure activities in the UK.

The UK pub industry faces a number of challenges due to changes in demographics, legislation, consumer behaviour and the wider economic climate, our market remains a major contributor to the local and regional economy, and we believe that there are exciting opportunities available.

We are committed to a strategic focus on pubs with the potential to anticipate and meet local demand. We are investing in upgrading pubs to provide a higher quality experience with an extended, targeted food and entertainment offer, and we offer a vast range of support to our partners to give them the best possible opportunity to succeed in this challenging market

Our business model

We operate a leased pub business model whereby the pubs that we own are leased out to our partners, independent business men and women, who run our pubs.

The leases that our partners take, offer a flexible split between rent and tied drink margin. There is a slightly higher risk for the partner if they opt for a higher rent and higher drinks discount (as opposed to lower rent and lower drinks discount), but they could benefit from lower beer prices, further rewarding volume outperformance.

The business model is simple and adaptable with no single pub or any single partner accounting for more than 1 per cent. of the Group's operating profit. Each partner is able to adapt quickly to local market conditions without the bureaucracy of a centralised decision-making process.

The tied leased pub model has been in operation for many years and offers a low cost opportunity for prospective partners to take on and run their own pub. We and our partners have a mutual interest in making each pub successful as our profits are ultimately linked. Punch remains committed to a sustainable future for British pubs and the role they play in communities across the UK.

Our strategy

Given the changing market dynamics, Punch's strategy is to focus on its core estate, which represents a higher quality, well-located portfolio of 2,925 pubs (as at 23 August 2014) which is suitably positioned to adapt to changing market conditions and support sustainable long-term growth for Punch and our partners.

The core estate aims to drive sustainable growth by making each pub the best of its type in its marketplace. The focus is on recruiting the best partners, investment to optimise sales, and the provision of field support to our partners.

The strategy for the non-core estate (which comprised 884 pubs as at 23 August 2014) is to maximise short-term returns prior to disposal. These pubs are predominantly small, wet led and have a much lower average net income per pub. Given the limited scope for investment, these pubs are more likely to be impacted by the long-term decline in drinking out and as a result are expected in time to generate more value through disposal than retention. Approximately 1,300 non-core pubs have been disposed of since the division was created in March 2011.

Around half of the non-core estate is let on substantive agreements and all non-core pubs continue to have access to the same operational support infrastructure as our core pubs, to assist in driving operational performance until the decision is made to dispose of them.

CAPITAL STRUCTURE

The capital restructuring which was completed on 8 October 2014 (post the 2014 year end) reduced net debt by some GBP0.6 billion (including the mark-to-market on interest rate swaps), creating what we believe to be a robust and sustainable long-term debt structure for the Group.

The Group is financed solely by long-term securitised debt and has no short-term bank borrowings. Proforma net debt on completion of the capital restructuring of GBP1,508 million is secured against a largely freehold pub estate which was independently valued during August 2014 at GBP2,133 million (after adjusting for GBP32 million of pub disposals between August 2014 and completion of the refinancing).

The restructured debt has a materially lower contractual amortisation requirement with scheduled contractual amortisation of just GBP205 million over the next five years following the refinancing, with no term repayments until 2021.

The proforma net debt to EBITDA ratio on completion of the refinancing was c.7.7 times, based on LTM EBITDA for the closing pub estate. The Group generates significant levels of cash flow (having generated GBP216 million of cash flow before debt financing in the 2014 financial year) and the strong level of cash generation is expected to lead to further deleveraging in the coming years, with GBP200 million of net deleveraging targeted over the next three years.

BUSINESS REVIEW

We have delivered underlying financial performance for the year in line with our previously announced guidance. The core estate has now been in growth for five consecutive quarters and we have delivered a 3% improvement in average profit per pub across the entire pub estate. Our results have been driven by the increased level of operational support that we are providing to our partners.

In the 53 weeks ended 23 August 2014, Punch generated EBITDA of GBP205 million (excluding non-underlying items):

 
                           Core   Non-core    Central     Punch 
---------------------  --------  ---------  ---------  -------- 
 Average pub numbers      2,960        993          -     3,953 
---------------------  --------  ---------  ---------  -------- 
 Revenue                GBP380m     GBP68m          -   GBP448m 
---------------------  --------  ---------  ---------  -------- 
 Net income             GBP223m     GBP38m          -   GBP261m 
---------------------  --------  ---------  ---------  -------- 
 EBITDA                 GBP206m     GBP29m   GBP(31)m   GBP205m 
---------------------  --------  ---------  ---------  -------- 
 

Core estate - continued growth

The core estate accounted for 88% of Punch outlet EBITDA with an average net income per pub of approximately GBP74,000 p.a. Trading has been in line with our expectations with like-for-like net income showing good growth at 1.3% for the year, having now recorded like-for-like growth for five consecutive quarters.

Our strategy for the core estate in order to drive sustainable growth is based around recruitment, investment and partner support and development:

   (i)        Recruiting the best partners: 

At the heart of making each pub the best of its type in its marketplace is recruiting the best partner to run that pub. We have a dedicated recruitment team ensuring that the best possible partners are recruited from the high level of applications that we receive. We offer innovative partnership agreements to our partners with flexible rent and drink discount levels that support the pub business so that our partners can achieve their individual business goals.

The percentage of core pubs on substantive lease and tenancy agreements at the end of the year was 95% and has been within our target range of between 93% and 95% throughout the year. The leased pub model offers an attractive low cost method of entry into the pub trade for entrepreneurs and we have seen yet another increase in applicant numbers, up 20% on the previous year.

   (ii)        Pub investment: 

We are committed to developing an estate of well invested, high quality pubs representing the best leased pubs in the UK. Underlying this commitment, we expect to invest in approximately 400 core pubs per year. We have an experienced food development team, supported by dedicated marketing and training teams, which alongside the targeted capital investment will drive further food penetration in the core estate over the coming years.

We have spent GBP43 million investing in the core estate at an average of approximately GBP100,000 per pub, transforming the customer offering in these pubs. Of the pubs in the core estate, 37% have now benefitted from a meaningful investment of over GBP40,000 in the last five years. Our target is for 65% of the core estate to have meaningful investments and we have a strong pipeline of investments, taking advantage of this opportunity.

   (iii)       Partner support and development: 

We want to offer the best level of partner support in the sector and have invested heavily in this area in the last year in supporting the development of our partners in developing their businesses.

2014 was the first full year with the New Business Development team in place. This specialist team was put in place to support all new partners with their initial investment, the launch of their pub and throughout their first six months of trading. This support focusses on the retail offer, aims to drive sales, improve partner profitability and reduce the level of new partner failures. The first year has been encouraging with average volumes for the New Business Development team being ahead of target and in double-digit growth.

We are also increasing the levels of specialist training that we provide to develop our partners and their businesses. In the last financial year we provided a record level of training, reaching 3,600 partners and members of their staff.

We ensure that new partners are set up for success with our Foundation Week - a comprehensive training programme which provides all the skills needed to run a successful pub business including the support they will receive from Punch. Thereafter partners have access to a variety of workshops and e-learning materials covering areas such as marketing and merchandising, finance and social media. These workshops are also available to existing partners all of which are free of charge.

The product offers, marketing and promotional support we offer our partners through the Punch Buying Club continue to prove extremely popular, with 64% of our partners attending our industry leading roadshows in 2014, an increase of 19% in demand for our design and print service and record participation in sales activities such as the UK's largest darts competition with 1,136 pubs taking part and the national quiz competition with 1,166 pubs taking part, both increases on the previous year. Punch also received national recognition from the British Beer & Pub Association being awarded the "Beer Champion of 2014" ahead of strong brewer competition.

Non-core estate - disposal programme on track

The non-core estate comprised 884 pubs at the year end with a book value of GBP227 million and accounted for 12% of Punch outlet EBITDA. These pubs have a much lower average net income per pub at approximately GBP37,000 p.a., are predominantly small, with low turnover and are wet-led.

   (i)        Maximising short-term returns: 

While non-core pubs remain in our portfolio, we are committed to driving operating performance and maximising the profits from these outlets. At the start of the 2014 financial year, 116 pubs were returned to the core estate, following improvement in performance. These pubs had an average net income per pub of c.GBP59,000 p.a.

Pubs remaining in the non-core estate are managed under the three categories of (i) protect (403 pubs), (ii) sell-later (270 pubs) and (iii) sell-now (211 pubs). We have successfully stabilised performance in the year for the pubs within the protect category, delivering a like-for-like net income growth of 0.4%, with an average profit per pub of GBP38,000 p.a.

As at 23 August 2014 211 pubs in the sell-now category were being actively marketed for disposal. These pubs have an average profit per pub of GBP11,000 p.a. and a book value of GBP38 million.

   (ii)        Maximising value on disposal: 

During the year we sold 285 pubs (including 65 pubs from the core estate for GBP58 million), together with other assets for proceeds of GBP111 million, ahead of book value, at a disposal multiple of 19 times EBITDA.

Expectations for the next financial year are for disposal proceeds to be not less than GBP60 million, following a strong start to the new year with GBP43 million of proceeds realised in the first ten weeks, GBP10 million of which was due to the delayed completion of the sale of a package of five core London pubs announced on 3 June 2014. The disposal programme for the remainder of the next financial year (which is expected to be at significantly reduced rates of disposal) will be focussed on the disposal of tail end pubs in the non-core estate.

Matthew Clark joint venture

This business (our 50% joint venture with Accolade) has significant scale in its marketplace as the leading independent drinks wholesaler and distributor to the UK on-trade, with gross annual revenue of GBP810 million and approximately 20,000 customers. Matthew Clark has a strong and experienced management team with plans for continued growth from which the Group expects to benefit.

The business performed strongly in the year delivering GBP19 million of EBITDA, with a GBP6.2 million post-tax contribution to Punch, up from GBP4.8 million in the prior year. Punch received a dividend of GBP5.0 million in the period from Matthew Clark which represented the first dividend since April 2011.

Punch equity accounts for the Matthew Clark joint venture, and the investment is held on the Group balance sheet as at the year end at GBP50.5 million.

Regulatory

Punch remains committed to a sustainable future for British pubs and the role they play in communities across the UK. Ultimately, we will only be successful if our pubs and our partners succeed. We are proud that we have led the way in improving the support for pub tenants across the sector and believe that the level of support they receive extends significantly beyond that enjoyed by other commercial tenants.

Given the significant progress that has been made in pub landlord / tenant relations in recent years, we do not believe that the introduction of a Government backed Statutory Code of Practice and Adjudicator is necessary. However, we remain committed to working with the Department of Business Innovation and Skills to deliver a workable Statutory Code.

MANAGEMENT

Following the successful completion of the capital restructuring, we have commenced the search for a new Chief Executive Officer (CEO) and hope to be in a position to announce the appointment in early 2015. I will remain as Executive Chairman until the CEO takes office, at which point I will return to the role of Non-Executive Chairman.

FINANCIAL REVIEW

Results for the 53 weeks ended 23 August 2014:

 
 Underlying results                  2014      2013 
                                     GBPm      GBPm 
-------------------------------  --------  -------- 
 Revenue                            448.1     457.6 
 Operating costs                  (249.5)   (246.8) 
 Share of post-tax profit 
  from joint venture                  6.2       4.8 
 EBITDA                             204.8     215.6 
 Depreciation and amortisation     (11.0)    (12.3) 
 Net finance costs                (125.2)   (154.7) 
 Profit before taxation              68.6      48.6 
 Tax                                (8.2)    (10.8) 
 Net earnings                        60.4      37.8 
-------------------------------  --------  -------- 
 Basic EPS                         181.5p    113.7p 
-------------------------------  --------  -------- 
 

The financial year comprised the 53 weeks to 23 August 2014 with results positively impacted by an extra week's trading relative to last year. Underlying profit performance is in line with management expectations. Results have benefited from the ongoing investment programme but have also been impacted by the ongoing disposal of non-core pubs and selected disposals of core pubs.

August 2013 results have been restated to reflect amendments to accounting policies for pensions following the amendment to IAS 19 'Employee Benefits'. Full details of the impact of this (which had the effect of reducing 2013 profit after tax by GBP0.3 million) can be seen in the accounting note 1 to the financial statements.

 
 Underlying results             2014     2013   change 
---------------------------  -------  -------  ------- 
 Average pub numbers           3,953    4,361     (9)% 
 Year end pub numbers          3,809    4,096     (7)% 
---------------------------  -------  -------  ------- 
                                GBPm     GBPm 
   Revenue 
 Drink                         326.2    329.4 
 Rent                          110.9    117.4 
 Machine income & other         11.0     10.8 
 Total revenue                 448.1    457.6     (2)% 
---------------------------  -------  -------  ------- 
 Gross margin 
 Drink                         140.0    137.7 
 Rent                          110.3    116.9 
 Machine income & other         10.8     10.8 
---------------------------  -------  -------  ------- 
 Total gross margin            261.1    265.4     (2)% 
---------------------------  -------  -------  ------- 
 Pub and central costs and 
  JV income                   (56.3)   (49.8) 
---------------------------  -------  -------  ------- 
 EBITDA                        204.8    215.6     (5)% 
---------------------------  -------  -------  ------- 
 

Revenue declined by 2% to GBP448 million, with a 5% decline in underlying EBITDA which reflects the increased investment in pub repair spend and increased costs in the provision of partner training and field resource. This compares to a reduction in the average estate size of 9%. The positive impact of the additional week's trading, which added GBP4 million to the full year EBITDA, reflects a slightly better decline in EBITDA compared to the decline of estate size.

Net underlying financing costs decreased by 19% to GBP125 million primarily due to profits on loan note redemptions of GBP30 million. The weighted average interest rate for the Group's borrowings, including the impact of interest rate swaps, at the balance sheet date was 7.2%. Underlying profit before tax was GBP69 million, an increase of 41% on last year.

Taxation

The tax charge before non-underlying items of GBP8 million equates to an effective tax rate (excluding joint venture) of 13%, reflecting the loan note redemption profits which were non-taxable. We received GBP3 million of corporation tax repayments in the period from consortium relief claims. The availability of sizeable capital allowance pools amounting to c.GBP230 million (generated from our investment programme in community pubs) at the period end is expected to result in no corporation tax payments being due for the 2014/15 year.

Non-underlying items

A number of non-underlying items, the vast majority of which are non-cash, were recognised during the period, resulting in a net non-underlying loss after tax of GBP236 million. The principal items are set out below:

   --      GBP27 million charge for capital restructuring costs; 

-- GBP51 million charge for asset write-downs, following a review in the year of the net realisable value of the non-current assets classified as held for sale, and the remaining assets in the wider non-core estate;

   --      GBP4 million goodwill charge on disposal of core pubs; 
   --      GBP26 million charge for the mark-to-market movement in value of interest rate swaps; 

-- GBP214 million charge relating to the recycling of the hedge reserve relating to the Punch A interest rate swaps following its reclassification as ineffective during the period, due to the announcement of the capital restructuring proposals;

   --      GBP11 million profit on disposal of properties; and 
   --      GBP3 million credit on the release of provision for share schemes. 

The tax effect of all of these items, together with the resolution of prior year tax matters, gave rise to a tax credit of GBP73 million.

Dividends

The Board is not proposing to recommend a final dividend for the year.

Capital structure and cash flow

On the 8 October 2014 (post the 2014 year end) the Group announced the successful completion of the capital restructuring which was launched on 18 August 2014.

The nominal value of net debt following the restructuring decreased by GBP576 million since the year end (including the mark-to-market on interest rate swaps on exchanged notes) to GBP1,508 million. Gross securitised debt of GBP1,604 million following the restructuring has an initial effective interest rate of 7.7%.

Net borrowings comprise:

 
                                 8 October     23 August 
                                      2014          2014 
                                      GBPm          GBPm 
----------------------------  ------------  ------------ 
 Cash(*)                            (96.3)       (315.6) 
 Securitised debt due 
  < 1 year                            45.1          74.9 
 Securitised debt due 
  > 1 year                         1,559.2       2,158.8 
 Swap MtM on exchanged 
  notes                                  -         165.6 
 Nominal value of net 
  debt                             1,508.0       2,083.7 
----------------------------  ------------  ------------ 
 * after allowance for payment of all restructuring 
  costs at 8 October 2014 
 

The Group has been cash generative across the year at the operational level. This strong cash generation of GBP158 million has enabled the Group to continue to invest in the Punch estate with GBP52 million of capital investment. Cash flow has been further enhanced by GBP111 million of cash generated from disposals, resulting in a cash inflow before debt financing of GBP216 million.

Share capital

As at 23 August 2014 Punch's issued share capital amounted to 665.8 million shares. Subsequent to the year end, Punch issued 3,771.2 million new ordinary shares on 8 October 2014 in consideration for the debt reduction delivered under the terms of the capital restructuring, increasing the issued share capital on that date to 4,437.0 million ordinary shares.

On 13 October 2014 Punch effected a share consolidation on the basis of 1 consolidated ordinary share for every 20 existing ordinary shares. Following the share consolidation the issued share capital on that date amounted to 221.9 million ordinary shares.

For the purpose of calculating the earnings per share measure, the ordinary shares outstanding during the year (and the prior year) has been adjusted for the 1 for 20 share consolidation. The basic weighted average number of shares applied to the earnings per share calculation is therefore 33.3 million for current year (prior year: 33.3 million).

Current trading and guidance for 2014/15

In the first 10 weeks of the new financial year to 1 November 2014 core estate like-for-like net income was up 0.8%. Our disposal programme has started strongly with GBP43 million of proceeds from the disposal of 102 pubs, at a multiple of 23 times EBITDA and GBP14 million above book value.

Looking ahead to the rest of the year, while we expect the UK consumer environment to remain challenging in the near-term, we have a clear operational plan and are in a strong position to deliver underlying EBITDA for the full year of between GBP193 million and GBP200 million.

CONSOLIDATED INCOME STATEMENT

for the 53 weeks ended 23 August 2014

 
 
                                            53 weeks to 23 August 2014         52 weeks to 17 August 2013(Restated) 
----------------------------  ------  --------------------------------------  -------------------------------------- 
                                                    Non-underlying                          Non-underlying 
                                                             items                                   items 
                                       Underlying            (note             Underlying            (note 
                                            items               3)     Total        items               3)     Total 
                               Notes         GBPm             GBPm      GBPm         GBPm             GBPm      GBPm 
----------------------------  ------  -----------  ---------------  --------  -----------  ---------------  -------- 
 
 Revenue                         2          448.1                -     448.1        457.6                -     457.6 
 Operating costs before 
  depreciation and 
  amortisation                            (249.5)           (27.3)   (276.8)      (246.8)            (8.3)   (255.1) 
 Share of post-tax 
  profit from joint 
  venture                                     6.2                -       6.2          4.8                -       4.8 
----------------------------  ------  -----------  ---------------  --------  -----------  ---------------  -------- 
 EBITDA(1)                                  204.8           (27.3)     177.5        215.6            (8.3)     207.3 
 Depreciation and 
  amortisation                             (11.0)                -    (11.0)       (12.3)                -    (12.3) 
 Profit on sale of 
  property, plant and 
  equipment and non-current 
  assets classified 
  as held for sale                              -             10.7      10.7            -             10.5      10.5 
 Impairment                                     -           (50.8)    (50.8)            -           (10.2)    (10.2) 
 Goodwill charge                                -            (3.6)     (3.6)            -            (3.8)     (3.8) 
----------------------------  ------  -----------  ---------------  --------  -----------  ---------------  -------- 
 Operating profit 
  / (loss)                                  193.8           (71.0)     122.8        203.3           (11.8)     191.5 
 Finance income                              36.4              3.3      39.7          7.0              3.3      10.3 
 Finance costs                            (161.6)          (214.7)   (376.3)      (161.7)           (39.9)   (201.6) 
 Movement in fair 
  value of interest 
  rate swaps                                    -           (26.4)    (26.4)            -             16.4      16.4 
 Profit / (loss) before 
  taxation                                   68.6          (308.8)   (240.2)         48.6           (32.0)      16.6 
 UK income tax (charge) 
  / credit                       4          (8.2)             73.3      65.1       (10.8)             14.9       4.1 
----------------------------  ------  -----------  ---------------  --------  -----------  ---------------  -------- 
 Profit / (loss) for 
  the financial period 
  attributable to owners 
  of the parent company                      60.4          (235.5)   (175.1)         37.8           (17.1)      20.7 
----------------------------  ------  -----------  ---------------  --------  -----------  ---------------  -------- 
 
 Earnings per share              5 
 - basic (pence)                            181.5                    (526.1)        113.7                       62.2 
 - diluted (pence)                          181.5                    (526.1)        113.7                       62.2 
----------------------------  ------  -----------  ---------------  --------  -----------  ---------------  -------- 
 

(1) EBITDA represents earnings before depreciation and amortisation, profit on sale of property, plant and equipment and non-current assets classified as held for sale, impairment, goodwill charge, finance income, finance costs, movement in fair value of interest rate swaps and tax of the Group.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

for the 53 weeks ended 23 August 2014

 
                                                                                   Restated 
                                                                  53 weeks         52 weeks 
                                                              to 23 August     to 17 August 
                                                                      2014             2013 
                                                   Notes              GBPm             GBPm 
------------------------------------------------  -------  ---------------  --------------- 
 (Loss) / profit for the period attributable 
  to owners of the parent company                                  (175.1)             20.7 
---------------------------------------------------------  ---------------  --------------- 
 Items that are or may be recycled subsequently 
  to the income statement 
  (Losses) / gains on cash flow hedges                               (6.3)             58.5 
 Transfers to the income statement on 
  cash flow hedges                                                   214.4             39.1 
 Tax relating to components of other 
  comprehensive income that can be reclassified 
  into profit or loss                                               (53.2)           (28.1) 
 Items that cannot be recycled subsequently 
  to the income statement 
 Remeasurements of defined benefit pension 
  schemes                                                            (1.3)            (4.0) 
 Other items that cannot be recycled                                 (0.9)                - 
  subsequently to the income statement 
 Tax relating to components of other 
  comprehensive income that cannot be 
  reclassified into profit or loss                                     0.3              0.9 
 Other comprehensive profits for the 
  period                                                             153.0             66.4 
 Total comprehensive (loss) / income 
  for the period attributable to owners 
  of the parent company                                             (22.1)             87.1 
---------------------------------------------------------  ---------------  --------------- 
 

CONSOLIDATED BALANCE SHEET

at 23 August 2014

 
                                                   23 August    17 August 
                                                        2014         2013 
                                          Notes         GBPm         GBPm 
---------------------------------------  -------  ----------  ----------- 
 Assets 
 Non-current assets 
 Property, plant and equipment                       2,297.4      2,397.2 
 Operating leases                                        4.0          5.8 
 Other intangible assets                                 0.7          0.4 
 Goodwill                                              172.6        176.2 
 Investment in joint venture                            50.5         49.3 
 Other investments                                         -          5.5 
                                                     2,525.2      2,634.4 
 
 Current assets 
 Trade and other receivables                            34.0         35.5 
 Current income tax assets                               1.3          2.1 
 Non-current assets classified as held 
  for sale                                              69.8         76.5 
 Cash and cash equivalents                             315.6        328.6 
 Restricted cash                                       315.0        315.0 
------------------------------------------------  ----------  ----------- 
                                                       735.7        757.7 
 
 Total assets                                        3,260.9      3,392.1 
------------------------------------------------  ----------  ----------- 
 
 Liabilities 
 Current liabilities 
 Trade and other payables                             (99.9)      (116.0) 
 Short-term borrowings                                (79.9)       (68.1) 
 Cash-backed borrowings                              (315.0)      (315.0) 
 Derivative financial instruments                     (38.2)       (40.3) 
 Provisions                                            (0.8)        (3.6) 
------------------------------------------------  ----------  ----------- 
                                                     (533.8)      (543.0) 
 
 Non-current liabilities 
 Borrowings                                        (2,189.9)    (2,304.7) 
 Derivative financial instruments                    (240.3)      (214.0) 
 Deferred tax liabilities                             (12.1)       (22.0) 
 Retirement benefit obligations                        (4.3)        (4.8) 
 Provisions                                            (6.8)        (8.0) 
                                                   (2,453.4)    (2,553.5) 
 
 Total liabilities                                 (2,987.2)    (3,096.5) 
------------------------------------------------  ----------  ----------- 
 
 Net assets                                            273.7        295.6 
------------------------------------------------  ----------  ----------- 
 
 Equity 
 Called up share capital                                 0.3          0.3 
 Share premium                                         455.0        455.0 
 Hedge reserve                                             -      (154.9) 
 Share based payment reserve                             6.4          7.2 
 Retained earnings                                   (188.0)       (12.0) 
------------------------------------------------  ----------  ----------- 
 Total equity attributable to owners 
  of the parent company                                273.7        295.6 
------------------------------------------------  ----------  ----------- 
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the 53 weeks ended 23 August 2014

 
                                                                 Share 
                                                                 based    Restated 
                                Share      Share      Hedge    payment    Retained     Total 
                              capital    premium    reserve    reserve    earnings    equity 
                                 GBPm       GBPm       GBPm       GBPm        GBPm      GBPm 
 Total equity at 18 
  August 2012                     0.3      455.0    (226.1)        9.7      (30.7)     208.2 
 Profit for the period              -          -          -          -        20.7      20.7 
 Other comprehensive 
  gains / (losses) 
  for the period                    -          -       71.2          -       (4.8)      66.4 
--------------------------  ---------  ---------  ---------  ---------  ----------  -------- 
 Total comprehensive 
  income for the period 
  attributable to owners 
  of the parent company             -          -       71.2          -        15.9      87.1 
 Share based payments               -          -          -      (2.5)         2.8       0.3 
--------------------------  ---------  ---------  ---------  ---------  ----------  -------- 
 Total equity at 17 
  August 2013                     0.3      455.0    (154.9)        7.2      (12.0)     295.6 
 Loss for the period                -          -          -          -     (175.1)   (175.1) 
 Other comprehensive 
  gains / (losses) 
  for the period                    -          -      154.9          -       (1.9)     153.0 
--------------------------  ---------  ---------  ---------  ---------  ----------  -------- 
 Total comprehensive 
  income / (loss) for 
  the period attributable 
  to owners of the 
  parent company                    -          -      154.9          -     (177.0)    (22.1) 
 Share based payments               -          -          -      (0.8)         1.0       0.2 
 Total equity at 23 
  August 2014                     0.3      455.0          -        6.4     (188.0)     273.7 
--------------------------  ---------  ---------  ---------  ---------  ----------  -------- 
 

CONSOLIDATED CASH FLOW STATEMENT

for the 53 weeks ended 23 August 2014

 
 
                                                       53 weeks      52 weeks 
                                                             to            to 
                                                      23 August     17 August 
                                                           2014          2013 
                                                           GBPm          GBPm 
-----------------------------------------------    ------------  ------------ 
 Cash flows from operating activities 
 Operating profit                                         122.8         191.5 
 Depreciation and amortisation                             11.0          12.3 
 Impairment                                                50.8          10.2 
 Goodwill charge                                            3.6           3.8 
 Profit on sale of property, plant and 
  equipment and non-current assets classified 
  as held for sale                                       (10.7)        (10.5) 
 Share based payment expense recognised 
  in profit                                                 0.2           0.3 
 Decrease / (increase) in trade and other 
  receivables                                               0.1         (6.3) 
 Decrease in trade and other payables                    (18.5)         (5.5) 
 Difference between pension contributions 
  paid and amounts recognised in the income 
  statement                                               (2.0)         (1.9) 
 Decrease in provisions and other liabilities             (1.4)         (0.9) 
 Share of post-tax profit from joint venture              (6.2)         (4.8) 
 Cash generated from operations                           149.7         188.2 
 Dividend received from joint venture                       5.0             - 
 Income tax received / (paid)                               3.0         (0.4) 
-------------------------------------------------  ------------  ------------ 
 Net cash from operating activities                       157.7         187.8 
-------------------------------------------------  ------------  ------------ 
 
 Cash flows from investing activities 
 Purchase of property, plant and equipment               (51.3)        (57.1) 
 Proceeds from sale of property, plant 
  and equipment                                            60.0          77.7 
 Proceeds from sale of operating leases                     0.2             - 
 Proceeds from sale of non-current assets 
  classified as held for sale                              50.4          70.9 
 Purchase of other intangible assets                      (1.1)         (0.4) 
 Interest received                                          7.6           7.4 
-------------------------------------------------  ------------  ------------ 
 Net cash generated from investing activities              65.8          98.5 
-------------------------------------------------  ------------  ------------ 
 
 Cash flows from financing activities 
 Repayment of borrowings                                 (69.1)        (57.4) 
 Repayment of derivative financial instruments            (6.7)             - 
 Interest paid                                          (165.5)       (167.4) 
 Repayments of obligations under finance 
  leases                                                  (0.2)         (0.8) 
 Interest element of finance lease rental 
  payments                                                (0.2)         (0.2) 
 Proceeds from sale of shares held in 
  trust                                                     5.2           4.2 
 Net cash used in financing activities                  (236.5)       (221.6) 
 
 Net (decrease) / increase in cash and 
  cash equivalents                                       (13.0)          64.7 
 
 Cash and cash equivalents at beginning 
  of period                                               328.6         263.9 
 
 Cash and cash equivalents at end of period               315.6         328.6 
-------------------------------------------------  ------------  ------------ 
 
 
   1.       ACCOUNTING POLICIES 

Basis of preparation

The consolidated financial statements presented in this document have been prepared in accordance with IFRS as adopted by the European Union. The Company's financial statements have been prepared in accordance with IFRS as adopted by the European Union and as applied in accordance with the provisions of the Companies Act 2006. The Company has taken advantage of the exemption provided under s408 of the Companies Act 2006 not to publish its individual income statement and related notes.

The financial statements are prepared under the historical cost convention, as modified by the revaluation of derivative financial instruments to fair value, and in accordance with those parts of the Companies Act 2006 applicable to companies reporting under IFRS as adopted by the European Union. New standards and interpretations issued by the International Accounting Standards Board (IASB) and the International Financial Reporting Interpretations Committee (IFRIC), becoming effective during the year, have not had a material impact on the Group's financial statements.

The preliminary statement of results was approved by the Board on 11 November 2014. The preliminary statement is derived from but does not represent the full Group statutory financial statements of Punch Taverns plc and its subsidiaries which will be delivered to the Registrar of Companies in due course. The financial information for the 52 weeks ended 17 August 2013 has been extracted from the Annual Report and Financial Statements 2013, as filed with the Registrar of Companies. The audit reports for both periods presented were not modified, and did not contain statements under section 498(2) or (3) Companies Act 2006 or equivalent preceding legislation.

IAS 19 Employee Benefits Restatement

The Group is complying with the amendment to IAS 19 'Employee Benefits'. Under previous IAS 19 the interest cost and the expected return on assets were shown within finance costs and finance income respectively. As a result of the amendment the Group now recognises a single net interest cost or income which is calculated on the net defined benefit liability by applying the discount rate to the net defined benefit liability. The difference between the actual return on plan assets and interest income, together with actuarial gains and losses, are included within remeasurements of defined benefit liability which are recognised in the statement of comprehensive income.

The restatements in the year ended 17 August 2013 comprise the reversal of pension finance income of GBP2.9m and the pension finance cost of GBP2.5m, to be replaced by a net pension interest cost of GBPnil. The associated income tax has been restated accordingly. Actuarial losses recognised in the consolidated statement of comprehensive income of GBP4.4m have been restated into a remeasurement loss of GBP4.0m with the associated income tax also restated. As a result of this restatement, basic and diluted earnings per share has reduced by 0.9 pence to 62.2 pence.

The revised standard has had the effect of reducing the Group's profit after tax by GBP0.3m and increases other comprehensive profits by the same amount. The revised standard stipulates that remeasurement gains and losses are recognised immediately in the periods which they occur. The group already adopted this policy and therefore there are no changes to the consolidated balance sheet or consolidated cash flow statement.

Going Concern

The financial statements have been prepared on a going concern basis. The Directors have prepared detailed operating and cash flow forecasts, which cover a period of more than 12 months from the date of approval of these financial statements. These show that the Group has adequate funds for the foreseeable future to meet its liabilities as they fall due.

The Group is financed through two whole business securitisations, the Punch A Securitisation

(GBP1,400 million of gross debt secured against 2,194 pubs) and the Punch B Securitisation (GBP834 million of gross debt secured against 1,551 pubs), as well as certain cash resources held across the Group. At 23 August 2014, the Group's liquidity position was strong with GBP316 million of cash resources (of which GBP65 million was held outside of the securitisation structures, excluding supply company and Employee Benefit Trust cash).

As at the 23 August 2014 the Group benefitted from covenant waivers which were approved by noteholders on 18 July 2014 and, as such, was not in breach of any of the financial covenants in its securitisation arrangements.

On the 8 October 2014 the Group announced the successful completion of the restructuring of its securitisation arrangements including the resetting of its financial covenants. The Directors of Punch Taverns plc believe that the completion of the restructuring creates a robust and sustainable long-term debt structure for the Group, with a GBP0.6 billion reduction in total net debt (including mark-to-market interest rate swaps).

Further details of the debt structure of the Punch A and Punch B securitisations following completion of the restructuring can be viewed on the Punch Taverns plc website www.punchtavernsplc.com.

   2.       SEGMENTAL ANALYSIS 

The Punch business consists of a core estate and a non-core estate, each having its own clear strategy. Each of these strategic business units consists of a number of cash generating units (CGUs), which are individual pubs. These CGUs generate their own revenues, which are consolidated to give the Group revenue and as a result, Group revenue is not reliant on one significant customer.

The Chief Operating Decision Maker, represented by the Board, reviews the performance of the core and non-core divisions separately, at an underlying EBITDA level, as included in the internal management reports. The Group operates solely in the United Kingdom.

 
                                          53 weeks to 23 August 2014 
                                     Core   Non-core   Unallocated     Total 
                                     GBPm       GBPm          GBPm      GBPm 
 Drink revenue                      275.4       50.8             -     326.2 
 Rental income                       96.4       14.5             -     110.9 
 Other revenue                        8.2        2.8             -      11.0 
-------------------------------  --------  ---------  ------------  -------- 
 Underlying revenue                 380.0       68.1             -     448.1 
 Underlying operating costs(1)    (173.8)     (38.7)        (37.0)   (249.5) 
 Share of post-tax profit 
  from joint venture                    -          -           6.2       6.2 
-------------------------------  --------  ---------  ------------  -------- 
 EBITDA before non-underlying 
  items                             206.2       29.4        (30.8)     204.8 
-------------------------------  --------  ---------  ------------  -------- 
 Underlying depreciation and 
  amortisation                                                        (11.0) 
 Operating non-underlying 
  items                                                               (71.0) 
 Net finance costs                                                   (336.6) 
 Movement in fair value of 
  interest rate swaps                                                 (26.4) 
 UK income tax credit                                                   65.1 
-------------------------------  --------  ---------  ------------  -------- 
 Loss for the financial period 
  attributable to owners of 
  the parent company                                                 (175.1) 
-------------------------------  --------  ---------  ------------  -------- 
 

(1) Unallocated underlying operating costs represent corporate overheads that are not allocated down to the divisional performance.

 
                                           52 weeks to 17 August 2013 
                                      Core   Non-core   Unallocated   Restated 
                                      GBPm       GBPm          GBPm      Total 
                                                                          GBPm 
 Drink revenue                       262.1       67.3             -      329.4 
 Rental income                        96.4       21.0             -      117.4 
 Other revenue                         7.4        3.4             -       10.8 
--------------------------------  --------  ---------  ------------  --------- 
 Underlying revenue                  365.9       91.7             -      457.6 
 Underlying operating costs(1)     (164.5)     (48.6)        (33.7)    (246.8) 
 Share of post-tax profit 
  from joint venture                     -          -           4.8        4.8 
--------------------------------  --------  ---------  ------------  --------- 
 EBITDA before non-underlying 
  items                              201.4       43.1        (28.9)      215.6 
--------------------------------  --------  ---------  ------------  --------- 
 Underlying depreciation and 
  amortisation                                                          (12.3) 
 Operating non-underlying 
  items                                                                 (11.8) 
 Net finance costs                                                     (191.3) 
 Movement in fair value of 
  interest rate swaps                                                     16.4 
 UK income tax credit                                                      4.1 
--------------------------------  --------  ---------  ------------  --------- 
 Profit for the financial 
  period attributable to owners 
  of the parent company                                                   20.7 
--------------------------------  --------  ---------  ------------  --------- 
 

(1) Unallocated underlying operating costs represent corporate overheads that are not allocated down to the divisional performance.

   3.       NON-UNDERLYING ITEMS 

In order to provide a trend measure of underlying performance, profit is presented excluding items which management consider will distort comparability, either due to their significant non-recurring nature or as a result of specific accounting treatments. Included in the income statement are the following non-underlying items:

 
                                                           53 weeks         52 weeks 
                                                       to 23 August     to 17 August 
                                                               2014             2013 
                                                               GBPm             GBPm 
--------------------------------------------------  ---------------  --------------- 
 Operating non-underlying items 
 Capital restructuring, redundancy and other 
  related one-off costs                                      (27.3)            (8.3) 
 Profit on sale of property, plant and equipment 
  and non-current assets classified as held for 
  sale                                                         10.7             10.5 
 Impairment losses                                           (50.8)           (10.2) 
 Goodwill charge(1)                                           (3.6)            (3.8) 
                                                             (71.0)           (11.8) 
--------------------------------------------------  ---------------  --------------- 
 Finance income 
 Movement in fair value of provision for share 
  scheme settlement(2)                                          3.3              1.6 
 Movement in fair value of Spirit shares held(3)                  -              1.7 
                                                                3.3              3.3 
--------------------------------------------------  ---------------  --------------- 
 Finance costs 
 Loss on sale of shares held in trust                         (0.3)            (0.8) 
 Recycling of hedge reserve(4)                              (214.4)           (39.1) 
--------------------------------------------------  ---------------  --------------- 
                                                            (214.7)           (39.9) 
--------------------------------------------------  ---------------  --------------- 
 
 Movement in fair value of interest rate swaps(5)            (26.4)             16.4 
--------------------------------------------------  ---------------  --------------- 
 
 Total non-underlying items before tax                      (308.8)           (32.0) 
--------------------------------------------------  ---------------  --------------- 
 Tax 
 Tax impact of non-underlying items                            72.4             16.2 
 Adjustments to tax in respect of prior periods                 0.9            (1.3) 
                                                               73.3             14.9 
--------------------------------------------------  ---------------  --------------- 
 Total non-underlying items after tax                       (235.5)           (17.1) 
--------------------------------------------------  ---------------  --------------- 
 

(1) Represents the goodwill relating to those core pubs disposed of in the period.

(2) Represents movement in fair value of shares held to settle future share schemes and release of provision for share schemes.

(3) Represents movement in fair value of shares held as an investment.

(4) Represents the recycling of the hedge reserve relating to the Punch A B3, D1 & M2(N) interest rate swaps following its reclassification as ineffective during the financial period (August 2013: Punch B C1 interest rate swap), due to the announcement of the capital restructuring proposals.

(5) Represents the movement in the fair value of interest rate swaps which do not qualify for hedge accounting.

   4.       TAXATION 

The effective rate of tax is different to the full rate of corporation tax. The differences are explained below:

 
                                                                             Restated 
                                                            53 weeks         52 weeks 
                                                        to 23 August     to 17 August 
                                                                2014             2013 
                                                                GBPm             GBPm 
---------------------------------------------------  ---------------  --------------- 
 (Loss) / profit on ordinary activities before 
  tax                                                        (240.2)             16.6 
 Tax at current UK tax rate of 22.22% (August 
  2013: 23.61%)                                               (53.4)              3.9 
 
 Effects of: 
 Net effect of expenses not deductible for tax 
  purposes and non-taxable income (underlying 
  items)                                                       (6.9)            (0.6) 
 Adjustments to tax in respect of prior periods 
  (non-underlying items)                                       (0.9)              1.3 
 Current period non-underlying credits: 
 - Change in standard rate of tax                                1.2            (8.9) 
 - (Income not chargeable for tax purposes) 
  / expenses not deductible for tax purposes                   (5.1)              0.2 
 Total tax credit reported in the income statement            (65.1)            (4.1) 
---------------------------------------------------  ---------------  --------------- 
 
   5.       EARNINGS PER SHARE 

Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year, excluding those held in the employee share trust, which are treated as cancelled.

Diluted earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year (adjusted for the effects of dilutive options).

The ordinary shares outstanding during the year has been adjusted for the impact of the consolidation of ordinary shares as announced on 13 October 2014 following successful completion of restructuring proposals. The existing ordinary shares in Punch Taverns plc have been consolidated into consolidated ordinary shares on the basis of one consolidated ordinary share for every 20 existing ordinary shares. As part of the restructuring proposals the Group has issued 3,771,151,200 new ordinary shares on 8 October 2014, prior to the share consolidation, which has not been adjusted for as per IAS 33: Earning per share. The adjustment to ordinary shares outstanding impacts the current and prior period.

Reconciliations of the earnings and weighted average number of shares are set out below:

 
                                                                             Restated 
                                              53 weeks to 23           52 weeks to 17 
                                                 August 2014              August 2013 
                                                   Per share                Per share 
                                        Earnings      amount     Earnings      amount 
                                            GBPm       pence         GBPm       pence 
-----------------------------------  -----------  ----------  -----------  ---------- 
 Results attributable to ordinary 
  shareholders: 
 Basic earnings per share                (175.1)     (526.1)         20.7        62.2 
 Diluted earnings per share              (175.1)     (526.1)         20.7        62.2 
 
 Supplementary earnings per share 
  figures: 
 Basic earnings per share before 
  non-underlying items                      60.4       181.5         37.8       113.7 
 Diluted earnings per share before 
  non-underlying items                      60.4       181.5         37.8       113.7 
-----------------------------------  -----------  ----------  -----------  ---------- 
 

The impact of dilutive ordinary shares is to increase weighted average shares by nil (August 2013: nil) for employee share options.

 
                                                    53 weeks        52 weeks 
                                                to 23 August    to 17 August 
                                                        2014            2013 
                                                     No. (m)         No. (m) 
-------------------------------------------  ---------------  -------------- 
 Basic weighted average number of shares                33.3            33.3 
 Diluted weighted average number of shares              33.3            33.3 
-------------------------------------------  ---------------  -------------- 
 
   6.       NET DEBT 
   (a)      Analysis of net debt 
 
                                            23 August   17 August 
                                                 2014        2013 
                                                 GBPm        GBPm 
---------------------------------------    ----------  ---------- 
 Secured loan notes                         (2,233.7)   (2,332.9) 
 Cash-backed borrowings                       (315.0)     (315.0) 
 Cash and cash equivalents                      315.6       328.6 
 Restricted cash                                315.0       315.0 
-----------------------------------------  ----------  ---------- 
 Nominal value of net debt                  (1,918.1)   (2,004.3) 
 
 Capitalised debt issue costs                     3.8         5.3 
 Fair value adjustments on acquisition 
  of secured loan notes                        (37.5)      (42.6) 
 Fair value of interest rate swaps            (278.5)     (254.3) 
 Finance lease obligations                      (2.4)       (2.6) 
-----------------------------------------  ----------  ---------- 
 Net debt                                   (2,232.7)   (2,298.5) 
-----------------------------------------  ----------  ---------- 
 
 Balance sheet: 
 Borrowings                                 (2,269.8)   (2,372.8) 
 Cash-backed borrowings                       (315.0)     (315.0) 
 Derivative financial instruments             (278.5)     (254.3) 
 Cash and cash equivalents                      315.6       328.6 
 Restricted cash                                315.0       315.0 
-----------------------------------------  ----------  ---------- 
 Net debt                                   (2,232.7)   (2,298.5) 
-----------------------------------------  ----------  ---------- 
 
   (b)      Analysis of changes in net debt 
 
                       At 18                              At 17                              At 23 
                      August     Cash      Non-cash      August     Cash     Non-cash       August 
                        2012     flow     movements        2013     flow     movements        2014 
                        GBPm     GBPm          GBPm        GBPm     GBPm          GBPm        GBPm 
----------------  ----------  -------  ------------  ----------  -------  ------------  ---------- 
 Current assets 
 Cash at bank 
  and in hand          263.9     64.7             -       328.6   (13.0)             -       315.6 
 Restricted 
  cash                 315.0        -             -       315.0        -             -       315.0 
                       578.9     64.7             -       643.6   (13.0)             -       630.6 
 Debt 
 Borrowings        (2,434.9)     58.2           3.9   (2,372.8)     69.3          33.7   (2,269.8) 
 Cash-backed 
  borrowings         (315.0)        -             -     (315.0)        -             -     (315.0) 
 Derivative 
  financial 
  instruments        (331.5)        -          77.2     (254.3)      6.7        (30.9)     (278.5) 
                   (3,081.4)     58.2          81.1   (2,942.1)     76.0           2.8   (2,863.3) 
 Net debt 
  per balance 
  sheet            (2,502.5)    122.9          81.1   (2,298.5)     63.0           2.8   (2,232.7) 
----------------  ----------  -------  ------------  ----------  -------  ------------  ---------- 
 

Net debt incorporates the Group's borrowings, cash-backed borrowings, derivative financial instruments and obligations under finance leases, less cash and cash equivalents and restricted cash.

Non-cash movements relate to amortisation of deferred issue costs and premium on loan notes and fair value movement in derivative financial instruments and profit on the purchase of securitised debt.

   7.       OUR KEY RISKS AND UNCERTAINTIES 

Market and economic risks

Economic climate

Punch's business operations are sensitive to economic conditions and the economic downturn has affected consumer confidence and discretionary spending across both the retail and leisure industries. Delays in the recovery of consumers' disposable income or further challenges such as further duty increases could affect consumer expenditure, our partners' businesses and Punch's revenue.

Consumer perception and public attitudes towards the consumption of alcohol may continue to change, and the Group may be unable to respond to changing consumer habits and tastes.

Mitigating actions and controls

-- We carry out regular reviews of the impact of economic conditions on our budget and strategic plans.

-- We provided circa GBP0.5m per period to support our partners during the difficult conditions last year resulting in 95% of our core estate pubs now being on a substantive agreement.

-- We continue to monitor the financial health of our partners via a Partner Support Tool, together with analysis to highlight potential failures, and our Partnership Development Managers continue to help grow and diversify our partners' businesses.

-- We are committed to developing an estate of well invested, high quality pubs. We have an experienced food development team, supported by dedicated marketing and training teams, which alongside the targeted capital investment will drive further food penetration in the core estate over the coming years.

Property valuations

Fluctuations in the UK property market as well as the current uncertain market conditions could impact the value of Punch's property portfolio and our ability to dispose of pubs at an appropriate value.

Mitigating actions and controls

-- We have conducted full estate reviews and regularly update these to allow us to assess the future strategy for pubs within the estate.

-- This has allowed us to invest where appropriate; consider possible alternative use; or dispose of those pubs which no longer fit our future strategy.

   --      We invested GBP52m on developing and improving the quality of our estate during the year. 
   --      We carry out an annual review for any indicators of impairment. 

Increasing costs

Increases in any of our key supply costs due to availability of products, the economic climate or inflationary price increases is an ongoing risk to our business.

Mitigating actions and controls

-- We continue to negotiate supplier contracts to protect us against significant increases in drink costs.

-- Careful cost control processes ensure that costs are budgeted, closely monitored and subject to appropriate authorisation.

Liquidity and covenant risk

Punch's capital structure is made up of debt, issued share capital and reserves.

Punch is financed through two whole business securitisations, the Punch A Securitisation and the Punch B Securitisation, as well as cash resources held across the Group.

The key short-term liquidity risk is the requirement to meet scheduled debt service costs as they fall due.

Both of Punch's securitisation structures have financial covenants.

Mitigating actions and controls

-- Cash flow forecasts are regularly produced to assist management in identifying liquidity requirements and are stress-tested for possible scenarios.

-- Cash balances are invested in short-term deposits such that they are readily available to settle short-term liabilities or fund capital additions.

-- Covenants are closely monitored and stress-tested to ensure we are able to generate sufficient returns to service our debt and meet our covenant requirements.

Interest rate risk

Punch is exposed to interest rate risk from loan notes and borrows at both fixed and floating rates of interest.

The use of fixed rate borrowings and derivative financial instruments exposes Punch to fair value interest rate risk such that Punch would not benefit from falls in interest rates and would be exposed to unplanned costs, such as breakage costs, should debt or derivative financial instruments be restructured or repaid early

Mitigating actions and controls

-- Punch employs derivative financial instruments such as interest rate swaps to generate the desired interest rate profile.

-- Punch has taken out derivative financial instruments such that 100% of all external debt (August 2013: 100%) was either at fixed rates or was converted to fixed rates as a result of swap arrangements, reducing our exposure to changes in interest rates

-- Future debt requirements are closely monitored to assist management in identifying the appropriate strategy for interest rate hedge arrangements.

Pensions

Punch has a legacy defined benefit pension scheme which must be funded to meet required benefit payments. The value and funding of the scheme is subject to risk of changes in life expectancy, actual and expected price inflation, changes in bond yields and future salary increases. The difference in value between scheme assets and scheme liabilities may vary resulting in an increased deficit being recognised on our balance sheet.

Mitigating actions and controls

-- The defined benefit pension scheme is closed to new members; and instead we operate defined contribution schemes for our employees.

   --      We maintain a close relationship with the trustees of the pension scheme. 

Internal financial control

Punch is committed to maintaining a robust internal control environment. A lack of control could result in financial fraud or material error in our financial statements.

Mitigating actions and controls

-- Robust internal controls operate over all key processes including general controls such as segregation of duties and authorisation of contracts and expenditure.

-- The Internal Audit function reviews and reports on strengths and weaknesses in the internal control environment.

   --      External Audit provides assurance on key controls via a controls- based audit 

Operational and People

Change Management

Punch is reliant on the successful implementation of change programmes to deliver both day-to-day operational improvements and our strategic plan.

Mitigating actions and controls

-- Formal project management processes are used across the business to prepare project objectives and plans and to ensure progress is tracked and results measured.

-- Major projects are well communicated across the business so that a joined up approach is maintained.

Information systems, technology and security

Punch is reliant upon information systems and technology for many aspects of its business, which could cause damage if they were to fail for any length of time.

Mitigating actions and controls

-- An incident management and business continuity plan is in place for critical business processes to ensure the business is able to continue operating in the event of a major incident.

-- We have access to an off-site disaster recovery facility if access to our support centre, or its systems, is affected.

Product quality

Punch is exposed to product quality risk in relation to drink which is supplied to us and sold on to our partners.

Mitigating actions and controls

-- Safety measures are in place to ensure that product integrity is maintained and that drink products are fully traceable.

-- Our incident management plan is designed so that products can be recalled quickly if required.

Supply chain management

Punch places reliance on our key suppliers and distributors to ensure continuous supply of drink and other products into our pubs. Punch is exposed to the risk of interruption or failure of suppliers or distributors, resulting in our products not being delivered on time or to our required standards.

Mitigating actions and controls

-- Punch has reviewed the disaster recovery and business continuity plans of our key distributors.

-- We monitor product quality closely and consider action which may be required to provide substitute products or suppliers if required

People risks

Failure to recruit, train and retain successful partners, and high calibre employees for our support teams may impact the ability to deliver our strategic plan and operational objectives.

Mitigating actions and controls

-- We provide industry leading induction training and coaching programmes for our new partners.

-- We undertake succession planning at all levels to ensure we attract and retain high calibre people.

-- We carry out an annual Employee Engagement Survey and regular listening groups to obtain direct feedback from our employees.

   --      We have a remuneration strategy to ensure our teams are paid fairly and competitively. 

Regulatory

Health and safety

A health and safety accident or incident could lead to serious illness, injury or even loss of life to one of our partners, employees or visitors, or significantly impact Punch's reputation.

Mitigating actions and controls

-- A health and safety management committee meets to consider all aspects of health and safety across Punch and to report to the Board of Directors on the status of health and safety.

-- We have formally documented and briefed health and safety policies for our support centre and field-based teams and carry out annual risk assessments in key areas.

Changes in legislation

Punch is subject to many different areas of regulation, many due to the high level of control over the sale of alcohol. Increasing focus in areas such as the relationship between pub companies and their tenants, binge drinking, underage drinking, and health impacts over recent years also means that the Government may introduce further regulation which may significantly affect our business.

Mitigating actions and controls

-- Punch works closely with our partners and the rest of the industry to address the key issues facing the pub sector.

-- We ensure that our training covers all aspects of licensing requirements and have due diligence in place to confirm that our pubs meet relevant licensing legislation.

-- Punch works closely with local Licensing Authorities, to ensure individual pub licensing requirements are met and any issues are highlighted as soon as possible.

-- Punch's Code of Practice exceeds the requirements of the Pub Industry Framework Code, with the 5th edition being accredited by the British Institute of Innkeeping in June 2013. Any amendments to the Code of Practice will be in line with the Pub Industry Framework Code and will not fall below those standards. The Punch Code of Practice clearly sets out the promises we make and exactly how we intend to honour them and we will continue to work with the Department of Business, Innovation and Skills to implement the proposals for the statutory code and adjudicator in order to provide what is best for UK pubs.

This information is provided by RNS

The company news service from the London Stock Exchange

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