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1、YOUNGS ANNUAL REPORTFOR THE 52 WEEKS ENDED 30 MARCH 2015THE HEART OF YOUR COMMUNITYWe are focused on developing and growing an estate of premium pubs,primarily in London and the home counties with an emphasis on managed operations.We will continue to invest in our estate to maintain our premium posi
2、tion and continue to look to acquire further managed houses,either as packages or individual pubs.STRATEGIC REPORTCHAIRMANS STATEMENT 3CHIEF ExECUTIvES REvIEw 5HOw wE PERFORMEd 6PRINCIPAL RISkS ANd UNCERTAINTIES 8BUSINESS ANd FINANCIAL REvIEw 10dIRECTORS REPORTOUR BOARd 16COMMITTEES 17OTHER dISCLOSU
3、RES 21PREPARATION ANd dISCLAIMER 22FINANCIAL STATEMENTSINdEPENdENT AUdITORS REPORT 23GROUP INCOME STATEMENT 24STATEMENTS OF COMPREHENSIvE INCOME 25BALANCE SHEETS 26STATEMENTS OF CASH FLOw 27GROUP STATEMENT OF CHANGES IN EqUITY 28PARENT COMPANY STATEMENT OF CHANGES IN EqUITY 29NOTES TO THE FINANCIAL
4、STATEMENTS 30FIvE YEAR REvIEw 60SHAREHOLdER INFORMATIONNOTICE OF MEETING 61ExPLANATORY NOTES TO THE NOTICE OF MEETING 65YOUNGS PUBS ANd HOTELS 66SENIOR PERSONNEL,COMMITTEES ANd AdvISERS 68SHAREHOLdER INFORMATION 68CONTENTS1YOUNG&CO.S BREWERY,P.L.C.ANNUAL REPORT 2015 2015 2014%m m CHANGEREVENUE 227.0
5、 210.8+7.7ADJUSTED OPERATING PROFIT(1)37.4 33.2+12.7OPERATING PROFIT 41.5 32.6+27.3ADJUSTED PROFIT BEFORE TAX(1)32.0 27.2+17.6PROFIT BEFORE TAX 36.1 26.6+35.7ADJUSTED BASIC EARNINGS PER SHARE(1)50.62p 42.88p+18.1BASIC EARNINGS PER SHARE 55.17p 45.78p+20.5DIVIDEND PER SHARE 16.46p 15.52p+6.1(interim
6、and recommended final)NET ASSETS PER SHARE(2)8.40 7.86+6.9All of the results above are from continuing operations.(1)Reference to an“adjusted”item means that item has been adjusted to exclude exceptional items(see notes 9 and 10).(2)Net assets per share are the groups net assets divided by the share
7、s in issue at the period end.STRATEGiC REPORT DiRECTORS REPORT FiNANCiAL STATEmENTS ShAREhOLDER iNFORmATiONFINANCIAL HIGHLIGHTS2 YOUNG&CO.S BREWERY,P.L.C.ANNUAL REPORT 2015Fox&Anchor(Smithfield Market)3 STRATEGiC REPORT DiRECTORS REPORT FiNANCiAL STATEmENTS ShAREhOLDER iNFORmATiONYOUNG&CO.S BREWERY,
8、P.L.C.ANNUAL REPORT 2015 Our clear strategy of maintaining and operating a premium well-invested pub estate,focussed on London and the south east,continues to bear fruit.This year,total revenue grew by 7.7%,as our core business,in particular,continued to prosper.On the back of this increased revenue
9、 and a strong operating performance,profit before tax increased by 35.7%to 36.1 million and once adjusted for exceptional items increased by 17.6%to 32.0 million.importantly,all three of our formats Youngs,Geronimo,and the Ram Pub Company,which comprises our tenanted operation are contributing to th
10、is growth.This year we invested a total of 50.9 million in our pubs and employed 139 more people.We have added eight pubs,76 bedrooms and have continued to enhance our existing estate.These investments will provide a solid foundation on which to build next years performance.The business,as ever,rema
11、ins conservatively financed with net debt of 129.0 million(2014:112.0 million)being 2.47 times EBiTDA(2014:2.45 times).We were pleased to see that marchs Budget cut beer duty for the third successive year.Such support increases our ability to invest for growth,and we hope that the Government will co
12、ntinue to recognise the important part the British pub plays in the UK economy.in January we welcomed Trish Corzine to our board,as a non-executive director.Trish has excellent credentials,bringing with her a wide-ranging knowledge of the hospitality and leisure sector having spent the majority of h
13、er career in the restaurant industry,latterly with The Restaurant Group plc where she spent 20 years,nine as an executive director responsible for their concessions business.We recently announced Rupert Clevelys retirement as a non-executive director.On behalf of the Board,i would like to thank him
14、for the excellent job he did in leading Geronimo during its integration into Youngs.We are also grateful for his contribution as a non-exec following his stepping down as an executive director in the early part of 2013.in addition David Page will be retiring from the Board after seven years at the e
15、nd of our forthcoming AGm.We would like to express our gratitude to David for the insight,guidance and good humour that he has provided over many years on the Board.We wish them both well.We are a highly focussed successful pub company but,above all,we remain a people business,relying heavily on the
16、 dedication,enthusiasm,boundless energy and creativity of almost 3,500 people working with us to exceed the expectations of our discerning customers on a daily basis.The quality of the Youngs team makes me very proud and,together with my colleagues on the Board,i would like to express my thanks for
17、the work they have done during the year in delivering these excellent results.As a consequence the Board is recommending,for the eighteenth consecutive year,an increase in the final dividend,this time by 6.1%to 8.56 pence,resulting in a total dividend for the year of 16.46 pence(2014:15.52 pence).NI
18、CHOLAS BRYANChairman20 may 2015Nicholas BryanChairmanRevenuemanaged house like-for-like revenueAdjusted profit before taxCHAIrmANS STATemeNT7.7%6.5%17.6%+4 YOUNG&CO.S BREWERY,P.L.C.ANNUAL REPORT 2015Coborn (Bow)5YOUNG&CO.S BREWERY,P.L.C.ANNUAL REPORT 2015 Im pleased to report on another successful y
19、ear for Youngs with profit before tax up 35.7%and once adjusted for exceptional items by 17.6%.Adjusted basic earnings per share increased 18.1%to 50.62 pence.This profit increase was created by the combination of strong revenue growth and an improving operating performance driven by operational exc
20、ellence and cost discipline.Revenue was up 7.7%to 227.0 million,primarily the result of an industry leading like-for-like performance,up 6.5%,from our managed houses.This represents the fourth year of consistently high managed house like-for-like sales growth,following increases of 6.0%,4.6%and 6.7%
21、in the previous three years.Adjusted operating profit increased 12.7%to 37.4 million as a result of both the sales performance and an improved margin.Well-invested,well-positioned and performing well year after yearOur three distinct formats,Youngs and Geronimo,which comprise our managed house divis
22、ion,and the Ram Pub Company,our tenanted division,are all growing well.in each market,our absolute and like-for-like performance was underpinned by:our continued investment in growth projects;strong operational delivery;focus on our London and south east heartland and our clear positioning at the pr
23、emium end of the market;not to mention a warm and dry summer last year.At the year-end we had 166 managed pubs(including 22 hotels)and 80 tenancies,spanning a mixture of vibrant London destinations including Borough market,Covent Garden,mayfair,the Southbank and Westminster in central London alongsi
24、de affluent London neighbourhoods such as islington,Richmond,Wandsworth and Wimbledon.in turn,these locations are complemented by pubs in picturesque cities and market towns like Stow on the Wold,Shaftesbury,Chichester and Guildford.Amidst this variety,the common strand remains premium,well-invested
25、 pubs which seek to play a pivotal role in their communities,run by teams who maintain traditional values in an environment that appeals to todays consumers.We invested 24.3 million in acquisitions.in the summer we acquired the Fox&Anchor pub and hotel in Smithfield market and the White Bear in Kenn
26、ington.in October we purchased the 580 Group for 10.4 million,adding four large London pubs in attractive locations where we were looking to grow our presence;all are performing excellently.in January we acquired the Bell at Stow,another pub and hotel,in the heart of the Cotswolds and the Trafalgar
27、Arms in Tooting,which is due to open in early autumn after an extensive redevelopment.Over the course of the year,we also invested 26.3 million in our existing estate.As part of our strategy to maximise the potential of our pubs and to develop,where appropriate,a premium,boutique hotel offering,we h
28、ave added 76 bedrooms and undertaken some transformative developments elsewhere.Stephen GoodyearChief Executive129(2014:128)80(2014:79)37(2014:35)STRATEGiC REPORT DiRECTORS REPORT FiNANCiAL STATEmENTS ShAREhOLDER iNFORmATiONCHIeF eXeCUTIVeS reVIeW6 YOUNG&CO.S BREWERY,P.L.C.ANNUAL REPORT 2015We measu
29、re the development,performance and position of our business against a number of key indicators.Adjusted profit before tax m This is our profit before tax on continuing operations only,adjusted to exclude any exceptional items for the group.201352510301535204025453050355520142015Adjusted earnings per
30、 share(pence)This is our adjusted profit before tax,but after tax has been deducted,divided by the weighted average number of ordinary shares in issue.201320142015Like for like revenue%This is our revenue growth for this period compared with the previous period for our managed pubs and hotels that t
31、raded throughout both periods.Revenue m This is our total group revenue,including both managed and tenanted businesses.20130123465720142015201317018019020021022023020142015RevPAR This is our revenue per available bedroom;it is the average room rate achieved multiplied by the occupancy percentage.201
32、34648505254565820142015Adjusted EBITDA m This is our adjusted earnings before interest,taxes,depreciation and amortisation.Interest cover(times)This is our adjusted operating profit divided by our finance costs.2013234567820142015Gearing%This is our net debt divided by our net assets(expressed as a
33、percentage).Recycling(tonnes)This is the amount of waste we recycleand divert from landfill.201302010304050201420152013253035404555502014201527.25.642.8829.545.752.026.732.07.250.6231.752.256.826.523.24.936.3433.739.849.264.6193.7227.0210.820131,0002,0003,0004,0005,000201420154,4813,0652,313HoW We p
34、erFormed7YOUNG&CO.S BREWERY,P.L.C.ANNUAL REPORT 2015 Soundly financed,asset backed with a progressive dividend policyWe are a highly focussed,successful premium pub company with a progressive dividend policy and a balance sheet underpinned by freehold property,predominantly in London.helped by our s
35、trong operating performance and sound investment,our total property value has increased to 617.3 million(2014:559.2 million).We have debt facilities of 175 million with the Royal Bank of Scotland and Barclays repayable between 2018 and 2023.At the year-end we had net debt of 129.0 million representi
36、ng a 2.47 multiple of EBiTDA,gearing of 31.7%,with interest covered 7.2 times by adjusted operating profit.As a result we are well placed to expand and enhance our estate further.We continue to seek out opportunities either alongside our existing estate or by extending our trading area into those ci
37、ties and market towns in the south where our premium offering finds a natural home.We focus on pubs that add to the depth,richness and variety that already exists within our estate.OutlookLast years strong sales performance has continued into the current period and with the uncertainty surrounding t
38、he general election behind us,we should continue to benefit from the improving economy and consumer confidence.managed house revenue in the first seven weeks of the new financial year was up 8.1%in total and 5.6%on a like-for-like basis.Next year will benefit from the eight new acquisitions made dur
39、ing the year and the large investments made in our estate elsewhere.These will provide a helpful tailwind as we compete against the strong comparatives we have set ourselves.in addition,already this year we have opened,after longer than expected planning delays,the Bull&Gate(Kentish Town)and have ac
40、quired and opened the Canonbury,an iconic islington pub.Three other pubs currently under development are due to open in the late summer/autumn:the Nine Elms Tavern,the Trafalgar(Tooting)and the Guard house(Woolwich).We have sold the Seven Stars(Brighton)and exchanged contracts for the sale of the Ne
41、w Town(Sutton)for a total of 3.4 million.Furthermore,we can look forward to Rugby World Cup 2015 this autumn,an event we would expect to draw a lot of people into Youngs pubs in south west London and beyond.As a result we are confident that,through our long-standing strategy,the talent,commitment an
42、d passion of my colleagues,our strong financial profile and our progressive dividend policy,we will continue to deliver superior returns to our shareholders.Stephen GoodyearChief Executive20 may 2015 STRATEGiC REPORT DiRECTORS REPORT FiNANCiAL STATEmENTS ShAREhOLDER iNFORmATiONBetjeman Arms (St Panc
43、ras Station)8 YOUNG&CO.S BREWERY,P.L.C.ANNUAL REPORT 2015Our revenue is largely dependent on consumer spending in our managed houses.A consumers decision of if and where to spend his or her money can be affected by a broad range of matters(including confidence in the economy,fears of terrorist activ
44、ity,improved awareness of the potential adverse health consequences associated with misuse of alcohol and the weather),all set against a background of an ever-increasing choice of where to go and what to do.We operate a defined benefit pension scheme,the Young&Co.s Brewery,P.L.C.Pension Scheme,which
45、 has to be funded to meet agreed benefit payments.The value of the scheme,and therefore its funding,is subject to changes in life expectancy assumptions,lower than anticipated performances of the stock market and by reduced bond yields.Variations in the difference in value between the assets of the
46、scheme and its liabilities may increase the amount we are required to pay into it in order to account for past service benefit deficits and future service benefit accruals.Various factors may result in the amount we pay for our key supplies(including food,drink,gas and electricity)being increased,ma
47、king our offering potentially less attractive to consumers if they are passed on.The pub industry is subject to a variety of taxes,including business taxes,duty on alcoholic beverages and property rates.Property rates on our estate are due to be revised upwards in April 2017(based on a revaluation o
48、f our properties).The new rates would be impacted by any changes to the business rates regime(for example increased rates or reduced reliefs for large businesses).Our financial structure involves bank borrowings.The business therefore needs to generate sufficient cash to repay these debts with accru
49、ed interest.interest rates are also subject to change.Our pubs and hotels are spread throughout southern England,albeit the majority are within the m25.Through them we provide an hospitable and welcoming home from home,often at the heart of the local community.They benefit from customer-focussed des
50、igns,high service standards,quality food and market-leading drinks,all things that matter to the discerning consumer.By having a mix of excellent riverside,garden and city pubs and hotels,we seek to address the impact of seasonality and changes in consumers spending habits.The scheme was closed to n
51、ew entrants in 2003 and we make additional contributions over and above regular service contributions in order to address any funding deficit.We also maintain a close dialogue with the schemes trustee.Fixed-price arrangements are in place with some of our food and drink suppliers.Regarding utilities
52、,we continually look at ways of reducing our levels of consumption;we also regularly review our energy needs and price changes in the market,and,where appropriate,we make forward purchases.Through our membership of the British Beer and Pub Association,we seek to ensure that appropriate action is tak
53、en to minimise this risk.The board ensures the groups debt profile is long dated,facilities are committed and debt is carefully managed within financial covenants.A mix of debt at fixed and variable interest rates is also maintained with interest rate swaps used to help manage this exposure.A reduct
54、ion in our revenue could lead to lower growth rates.increased costs will have an impact on our margins and result in lower profits.A reduction in our revenue could also lead to lower growth rates.The introduction of new taxes and/or increases in the rates of existing taxes will result in lower profi
55、ts.Our ability to trade as a going concern depends on generating sufficient cash to meet these repayments.rISk/UNCerTAINTYCONSUMER-RELATEDFINANCIALpoTeNTIAL ImpACTmITIGATIoNThe principal risks and uncertainties facing the group are listed below.it is not an exhaustive list of all significant risks a
56、nd uncertainties;some may currently be unknown and others currently regarded as immaterial could turn out to be material.Further information on the groups financial risk management objectives and policies are set out in note 22,starting on page 49.prINCIpAL rISkS ANd UNCerTAINTIeS9YOUNG&CO.S BREWERY
57、,P.L.C.ANNUAL REPORT 2015 We are required to meet a range of ever-increasing health and safety obligations in the operation of our business(including in the areas of food and fire safety).We,and particularly our managed estate,are reliant on information systems and technology for many aspects of our
58、 business(including communication,sales transaction recording,stock management,purchasing,accounting and reporting and many of our internal controls).The Government will be introducing a statutory code to govern the relationship between tenants and large pub companies(owning more than 500 pubs).With
59、 246 pubs,the code will not apply to us.We are dependent on having the right people throughout our organisation,whether that is in our pubs and hotels or in our head office.We rely on a number of key suppliers to provide our pubs and hotels with food and drink.Part of our growth plan is built around
60、 us acquiring or developing more pubs and hotel rooms.Training programmes,processes and audits designed to promote and achieve compliance with health and safety legislation are in place.These audits are undertaken by a third party who also works with us to ensure changes in health and safety practic
61、es and procedures are incorporated into our business and reviewed on a regular basis.insurance cover to help with any financial compensation that may be payable as a result of an accident or incident has been taken out.Firewalls and anti-virus software are installed to protect our networks.informati
62、on is routinely backed up and arrangements are in place with a third party provider to assist with data recovery.An off-site disaster recovery facility is also available if anything major happens at our head office or to our systems.The iT needs of the business are regularly monitored and we invest
63、in new technology and services as necessary.We have in place and follow a fully-accredited legally-binding code which meets the latest requirements of the UK pub industry framework code of practice on how tied agreements should operate in the pub trade;this is different from a statutory code.We look
64、 to recruit and retain the best.The remuneration and reward packages we offer are competitive and designed to retain and motivate staff.We have training and development programmes in place intended to ensure that our people have the right skills to perform their jobs successfully and achieve their f
65、ull potential.Food and drink is sourced from a number of suppliers.informal arrangements are also in place such that substitute suppliers or products could be used if required.We regularly review our choice of suppliers.We have relationships with a variety of third parties to ensure,as far as possib
66、le,that we are made aware of acquisition opportunities as and when they come up.We have provided a number of agents and landlords with details of our preferred site profile.A failure to comply could result in an accident or incident occurring involving injury,illness or even loss of life.This could
67、damage our reputation,possibly leading to a reduction in our revenue and lower growth rates.increases in the cost of compliance will have an impact on our margins and result in lower profits.Any failure of such systems or technology would cause some disruption,and any extended period of downtime,los
68、s of backed up information or delay in recovering information could impact significantly on our ability to do business.The imposition on us of a statutory code(if things were to change)could increase the running costs of our tenanted business and reduce our revenue from it.Any increase in costs will
69、 result in lower profits and any reduction in revenue could lead to lower growth rates.Our ability to achieve our strategic and operational objectives could be affected if we are unable to attract and retain the right people with the right capabilities.Supply disruption could affect customer satisfa
70、ction,leading to a reduction in our revenue and possibly lower growth rates.if we do not acquire the right opportunities when planned,or at all,our desired future rate of growth will be delayed or reduced.rISk/UNCerTAINTYOPERATIONSREGULATIONpoTeNTIAL ImpACTmITIGATIoN STRATEGiC REPORT DiRECTORS REPOR
71、T FiNANCiAL STATEmENTS ShAREhOLDER iNFORmATiON10 YOUNG&CO.S BREWERY,P.L.C.ANNUAL REPORT 201510Revenue increased by 7.7%to 227.0 million with good like-for-like growth across all three formats:Youngs(7.6%),Geronimo(3.1%)and the Ram Pub Company(3.0%).This was the result of the benefit of recent invest
72、ments,strong operating performances,a warm dry summer and a buoyant festive period.An improvement in operating margin to 16.5%(2014:15.7%)and lower finance costs resulted in a 17.6%increase in adjusted profit before tax to 32.0 million.managed housesOur managed estate,which at the year-end comprised
73、 129 Youngs pubs(including 22 hotels)and 37 Geronimo pubs,has had another excellent year.Our managed pubs follow a straightforward strategy;they are community-led,well-invested with market leading products and high levels of customer service and are all designed to exceed our customers expectations.
74、This strategy,coupled with our commitment to provide our highly motivated team with the freedom and opportunity to perform,has driven strong revenue growth,on both an absolute(7.6%)and like-for-like basis(6.5%),and a higher operating margin(23.4%,2014:22.6%),the combination of which has resulted in
75、a 11.3%increase in adjusted operating profit to 50.1 million.Revenue and profitsTotal drink sales increased by 7.1%and by 5.6%on a like-for-like basis.Draught lager sales grew by 5.5%,as once again our consumers tastes shifted to the more premium ranges.The launch of Youngs London Stout alongside a
76、fine range of craft beers,with an emphasis on local brewing,has clearly met popular demand for variety and choice,leading to a 6.3%increase in draught ale and stout sales.The excellent summer helped sales of cider,ros and white wine.Sparkling wine was up over 25%in volume for the second year in a ro
77、w.Spirit sales were up 12.3%supported by the shift into premium brands and promotions,which drove 26.1%volume growth in gin.Our food strategy remains steadfastly focussed on freshly prepared,seasonal British pub food,whilst serving best-in-class classics and the ultimate Sunday roasts.As a result fo
78、od sales grew by 6.9%and now comprise 31.5%of our drink:food sales mix.We have been consistently increasing our accommodation profile over recent years,and this year we invested 10.8 million in our 22 hotels on a combination of 76 extra bedrooms and raising the standard of 75 existing ones.We have a
79、dded 17 bedrooms at the Dog&Fox(Wimbledon Village),13 at the Orange Tree(Richmond)and 13 rooms to the Windmill(Clapham Common),acquired the Fox&Anchor(Smithfield market)and The Bell at Stow(Stow on the Wold)and have taken the Lamb inn(hindon)back into managed operations.We have upgraded rooms at the
80、 Alexander Pope(Twickenham),Coach and horses(Kew)and Rose and Crown(Wimbledon Village)to our premium,boutique standard.Despite the disruption these investments have contributed to increases in average room rate(4.77),occupancy(1.8%points)and RevPAR(4.80).We now have a total of 476 bedrooms across ou
81、r hotel business.in addition,we have made some exciting improvements to a number of pubs,most notably the Castle(Tooting)where we have transformed the car park into a 78 seater orangery,with the warmth of a central fireplace in the winter and concertina windows that open into a beautiful garden in t
82、he summer.We also added a roof terrace at the Windmill(mayfair)and an eye-catching new conservatory at the Richard the First(Greenwich).in addition we have now embarked upon a two-year roll out of our new signage across all Youngs managed pubs.This refreshed corporate identity,with contemporary illu
83、strative pictorials,is designed to capture the individuality of our pubs,embrace our heritage and truly reflect the modernity of each pubs offer.Geronimos rate of growth,both like-for-like and total,was adversely affected by events at heathrow.The closure of Terminal 1 resulted in the loss of the Ti
84、n Goose in October.Airline changes at Terminal 3 saw reduced passenger numbers visiting the Three Bells.Our Geronimo business is now well established and reinvigorating its growth is a priority for the year ahead.With three new openings scheduled for the current year and the full year benefit of the
85、 Owl&Pussycat(Shoreditch)and the Fellow(Kings Cross)the overall Geronimo footprint continues to expand.investmentDuring the course of the year we have invested 48.5 million in our managed estate.We invested 27.7 million in Youngs pubs.We acquired the White Bear(Kennington),Defectors Weld(Shepherds B
86、ush)and the John Salt(islington),the latter two acquired through the purchase of the 580 Group.major developments were carried out at the Britannia(Kensington),Coborn(Bow),Crooked Billet(Wimbledon),Crown(Lee),Duke on the Green(Fulham),Finchs(formerly the master Gunner,Finsbury Square),halfway house(
87、Earlsfield),Porchester(Paddington),Richard the First(Greenwich)and the Spring Grove(Kingston).BUSINeSS ANd FINANCIAL reVIeWYOUNG&CO.S BREWERY,P.L.C.ANNUAL REPORT 2015 11Our hotels benefitted from a 10.8 million investment,as we added an extra 76 bedrooms through a combination of converting existing
88、space into rooms,two acquisitions and transfers between our tenanted and managed operations.We have invested 10.0 million in our Geronimo estate,which includes the purchase of the Owl&Pussycat(Shoreditch)and the Fellow(Kings Cross),also as part of the 580 Group acquisition.major developments were co
89、mpleted at the Betjeman Arms (St Pancras)and the Bull(Westfield in Shepherds Bush).Customer engagementWe continue to strengthen our e-marketing platform to deliver enhanced local engagement,maximise consumer loyalty and position pubs right at the heart of their communities.We are using new technolog
90、y within our pubs to improve the face-to-face communication with customers.Over one third of the estate is now using tablet technology to facilitate our“you stay there and well look after you”service proposition.Together,we and our customers are seeing the benefit of these tablets across a wide rang
91、e of pubs from the Lamb Tavern(Leadenhall market),delivering exceptional service through their“Thirst Aiders”,to our many pubs with large gardens,where regularly over 30%of their sales are delivered through the use of tablets.Our new virtual hotel hot desk ensures that guests unable to get through t
92、o their desired hotel first time are transferred to an available hotel receptionist,who will be able to attend to their booking or enquiry on behalf of any hotel within our estate.Events in our pubs have gone from strength to strength with many creating bespoke occasions to inspire,involve and conne
93、ct our customers.Last spring we launched Ginspiration,our festival of gin,while also running a series of highly successful cider versus wine taste matching dinners.Our innovative,individual pubs are also creating new ways of engaging with their local communities,and in September we were delighted wh
94、en Barbara Smith from the Grange(Ealing Common)won the Publican and morning Advertiser national award for Best Community Pub.Barbara and the Grange typify what we try to achieve across all of our pubs,namely to be the communitys hub,with business savvy and digitally minded ideas attracting a wide ra
95、nge of customers:from parents with their babies,local business people,salsa and quiz night enthusiasts,all alongside the more traditional regulars.They even cater to pets,with weekly play dates for customers dogs.Elsewhere,initiatives range from the White harts(Barnes)#TweetYourStreet campaign offer
96、ing one-off deals to residents of a different street every week,giving those residents a chance to meet STRATEGiC REPORT DiRECTORS REPORT FiNANCiAL STATEmENTS ShAREhOLDER iNFORmATiONBull&Gate (Kentish Town)12 YOUNG&CO.S BREWERY,P.L.C.ANNUAL REPORT 201512BUSINeSS ANd FINANCIAL reVIeWC O N T i N U E D
97、Coborn (Bow)YOUNG&CO.S BREWERY,P.L.C.ANNUAL REPORT 2015 13their neighbours,to mouth-watering food quizzes at the Castle(Tooting).As autumn arrived we celebrated Youngs Day,now an annual tradition,which provides us with an opportunity to thank our customers for their loyalty.Over 13,000 of them took
98、up our offer to enjoy a free pint to celebrate our 183rd birthday.meanwhile within Geronimo we held harvest food festivals,linking up with City Farms,and raising funds to enable city children to experience a taste of rural life.As winter set in we had one of the most exciting Rugby Six Nations tourn
99、aments,providing the perfect backdrop for this autumns Rugby World Cup 2015.Our pubs are perfectly placed to take advantage of these events.Ram Pub CompanyThe benefits of strategic initiatives implemented over the last few years,which culminated in the launch of the Ram Pub Company,are now evident.O
100、ur tenanted operation has returned to revenue and profit growth both on a total and a like-for-like basis.Revenue and profitsTotal revenue was up 9.6%,the result of 3.0%like-for-like growth,the full year benefit of last years acquisitions(the Clapham North,New inn(Ealing)and the Royal Oak(Bethnal Gr
101、een)and a net three transfers from our managed operations over the last year(the marquess Tavern(islington),Riverside(Chelmsford),Kings Arms(Epsom)and the Butchers hook(formerly the Thatched house,hammersmith)with the Lamb inn(hindon)moving in the opposite direction).Adjusted operating profits incre
102、ased by 13.2%and by 7.2%on a like-for-like basis.Our 80 tenanted pubs(2014:79),represent 5.5%of our group revenue(2014:5.4%)and 7.9%of group adjusted operating profit at outlet level(2014:7.8%).investmentWe invested 2.1 million in our tenanted business,with major developments at the Butchers hook,Do
103、g&Bull(Croydon),Grand Junction Arms(harlesden),Grey horse(Kingston),hope(Norwood),horse Pond(Castle Cary),Riverside(Chelmsford)and the Unicorn(Somerton).The external appearance of all our tenanted pubs has,where appropriate,been rebranded with the Ram Pub Company signage.These investments have been
104、partly funded by the sale of the Tamworth Arms(Croydon)and the Bunch of Grapes(Bradford-on-Avon).Tenant engagementThe Ram Pub Company is small enough to provide flexible agreements with plenty of choice,financial backing for trade-building initiatives and,together with marketing and operational supp
105、ort,is a model designed to attract and harness the entrepreneurial flair of todays business partners.This years re-branding,new website and strengthened support team has provided a new impetus to the division,allowing us to market ourselves more successfully to a wider audience and to have more effe
106、ctive communication with our existing tenants.The Small Business,Enterprise and Employment Bill,which will alter the relationship some businesses have with their tenants through the introduction of a Statutory Code of Practice,received Royal Assent at the end of march.importantly,due to our size,we
107、will not be required to offer our tenants a free of tie option.We will continue to operate our code of practice and expect to update this as and when a new pub industry framework code of practice on how tied agreements should operate in the pub trade is introduced.The new law is not expected to have
108、 a material impact on the Ram Pub Companys operations.Property and treasuryPropertyCBRE,an independent and leading commercial property and real estate services adviser,revalued 20%of our estate as at the year-end.The remaining 80%,as permitted by international Accounting Standards and in common with
109、 other listed pub groups,was revalued internally.This internal review,which was led by Andrew Cox mRiCS,our Director of Property and Tenancies,used updated trading results together with managements knowledge of each pub.improving pub values,especially in our London and south east heartland,once coup
110、led with our improving trade,have driven a net upward revaluation of 23.8 million.The total estate is now valued at 617.3 million.in accordance with international Financial Reporting Standards,individual increases in value have been reflected in the revaluation reserve in the balance sheet(except to
111、 the extent that they had previously been revalued downwards)and individual falls in value below cost have been accounted for through the income statement,but these have no cash impact.TreasuryThis has been another year of record operating cash flow(50.6 million,2014:47.3 million)driven by 7.7%reven
112、ue growth which in turn increased EBiTDA,before exceptional items,by 14.2%to 52.2 million.This cash flow helped finance 50.9 million of capital expenditure including eight new pubs.As a result of this investment,net debt increased by 17.0 million to 129.0 million.Despite this,fixed charge cover impr
113、oved to 3.9 times(2014:3.2 times),interest cover increased to 7.2 times(2014:5.6 times),annualised net debt to EBiTDA was little changed at 2.47 times and gearing was 31.7%(2014:29.5%).We have debt facilities of 175 million with the Royal Bank of Scotland and Barclays repayable between 2018 and 2023
114、,which provide us with capacity to expand and enhance our business further.With these committed facilities,our freehold-backed balance sheet and the benefit of the conservative financial ratios outlined above,these financial statements,as usual,have been prepared on a going concern basis.We believe
115、it is important to have some protection from adverse movements in interest rates and have over the years entered into interest STRATEGiC REPORT DiRECTORS REPORT FiNANCiAL STATEmENTS ShAREhOLDER iNFORmATiON14 YOUNG&CO.S BREWERY,P.L.C.ANNUAL REPORT 201514BUSINeSS ANd FINANCIAL reVIeWC O N T i N U E DA
116、lma (Wandsworth)YOUNG&CO.S BREWERY,P.L.C.ANNUAL REPORT 2015 15rate swaps.Presently 80 million of our 129.0 million net debt is fixed through these swaps.These swaps,the banks margin and other costs result in a combined rate of just below 4.8%.in addition we have entered into a forward starting 30 mi
117、llion swap,which runs from the expiry of one for the same amount in December 2016 for the remaining life of our term loan.As a consequence,in 2016 we expect to have an interest rate of 5.1%on the hedged element of our bank debt.These swaps are valued each year at market rates,have maturities that ma
118、tch the underlying liabilities and have been designated as cash flow hedges for accounting purposes.As a result the 3.6 million adverse movement(2014:5.6 million improvement)in their market value has been recorded in the statement of other comprehensive income.The groups financial position,its cash
119、flow,liquidity position and borrowing facilities are set out in note 22 of the financial statements.This note also summarises the groups capital management and principal treasury objectives and the tools we use to monitor and manage exposure to certain financial risks.Retirement benefitsThe deficit
120、on our final salary defined benefit scheme,which closed to new entrants in 2003,has increased by 7.1 million to 13.1 million.The fair value of the scheme assets increased by 10.4 million to 115.7 million,which was principally the result of investment performance.however this performance,with the add
121、itional benefit of lower inflationary expectations,only partially offset the impact of lower long-dated corporate bond yields on the schemes liabilities.its these yields,now at unprecedented lows,that are used by our actuary to determine the rate at which our liabilities are discounted.The present v
122、alue of the schemes liabilities has increased by 17.5 million to 128.8 million.Corporate and social responsibilityWe pride ourselves on being at the heart of the community,and recognise the importance of operating a responsible and sustainable business.Our recycling efforts have gone up a gear and l
123、ast year we recycled 4,481 tonnes(2014:3,065 tonnes).Recycled waste now represents 64%of our total waste(2014:57%)with just 2%going to landfill and 163,000 litres of waste cooking oil being converted to bio-diesel.We have now switched practically all our managed pubs to LED lighting which has saved
124、around 2,900,000 kWh of electricity and in turn has prevented 1,570 tonnes of CO2 emissions being released into the atmosphere.in recognition of Geronimos own ongoing commitment to sustainability,it once more received a three star award from the Sustainable Restaurant Association,the highest award a
125、vailable.in the year of Rugby World Cup 2015 we are proud to announce our association with Wooden Spoon,the childrens charity of rugby.Together we will raise money to support local disadvantaged and disabled children.Shareholder returnsThis years performance,as in previous years,is the result of a c
126、lear strategy to deliver earnings and dividend growth.Revenue growth of 7.7%and an extra 0.8%points added to our operating margin when coupled with lower net finance charges has resulted in adjusted profit before tax increasing by 17.6%to 32.0 million and by 35.7%to 36.1 million on an unadjusted bas
127、is.Earnings per share increased by 20.5%to 55.17 pence and our adjusted EPS was up 18.1%at 50.62 pence after allowing for the following exceptional items:A non-cash 4.2 million valuation gain arising from the revaluation of our pub estate(i.e.pubs where there has been a reversal of previous downward
128、 valuations);STRATEGiC REPORT DiRECTORS REPORT FiNANCiAL STATEmENTS ShAREhOLDER iNFORmATiON Acquisition costs of 1.0 million,including legal and professional fees and stamp duty,incurred on the business combination of 580 Limited,the Bell at Stow Limited and three other freehold pub purchases;Profit
129、 on disposal,net of selling costs,of 0.9 million on the sale of the Elephant(City of London),Tamworth Arms and Bunch of Grapes,and the termination of the Tin Goose lease;A 0.2 million pension scheme settlement gain in relation to the members who have left the scheme;and A 0.2 million capital gains t
130、ax provision for the shares held in connection with the closed Profit Sharing Scheme.A liability is recognised at each balance sheet date for the potential capital gains tax that could arise on the disposal of shares to the members of the scheme on retirement;this is impacted by an increasing share
131、price.Dividendsin line with our dividend policy we are recommending a 6.1%increase in the final dividend to 8.56 pence per share,making a total dividend for the year of 16.46 pence.Our progressive policy is designed to deliver year-on-year growth whilst allowing us to retain sufficient profits in th
132、e business to enable us to make the investments on which this long-term track record depends.The dividend,following this eighteenth consecutive increase,is covered 3.1 times by our adjusted earnings.SummaryOur strategy continues to deliver shareholder value and strong revenue and earnings growth,whi
133、le allowing us to invest 50.9 million this year to create the platform for future growth and enabling us to maintain our balance sheet strength.On behalf of the boardSTEPHEN GOODYEARChief Executive20 may 201516 YOUNG&CO.S BREWERY,P.L.C.ANNUAL REPORT 201516Edward TurnerMANAGING DIRECTOR GERONIMO INNS
134、Joined in 2010 and appointed to the board in 2013.has overall responsibility for Geronimo inns,including strategy and pub acquisitions and developments within the Geronimo estate.Joined Geronimo in 1999,becoming operations director that year,and then held the position of commercial director for a nu
135、mber of years before Geronimo was acquired by Youngs.Previously in retail management with mitchells&Butlers(1989-99).Aged 47.Torquil Sligo-YoungINFORMATION RESOURCESJoined in 1985.held a number of senior positions in different areas of the company before being appointed to the board in 1997.has over
136、all responsibility for the groups technological needs and for health and safety.Previously worked for stockbrokers Bell,Lawrie,macgregor&Co.Aged 55.Stephen GoodyearCHIEF EXECUTIVEJoined in 1995 as sales director.Appointed to the board in 1996 as sales and marketing director.Appointed chief executive
137、 in 2003.Previously worked for Courage Ltd(1974-95)in a number of senior roles.Was recently the master of the Brewers Company,one of the oldest Livery Companies in the City of London.Aged 59.Patrick DardisRETAILJoined in 2002 and appointed to the board in 2003.has overall responsibility for the oper
138、ation of the Youngs managed estate as well as for Youngs managed house pub acquisitions and developments.Previous positions have included director of retail operations at Wolverhampton&Dudley Breweries PLC(now marstons PLC),business development with Guinness Brewing and retail management with Whitbr
139、ead PLC and Courage Ltd.Aged 56.David PageNON-EXECUTIVEAppointed to the board in 2008 and as chairman of the companys remuneration committee in 2011.Also a member of the companys audit committee.his current restaurant portfolio includes mEATliquor,Franco manca and The Real Greek.Was co-founder and c
140、hairman of The Clapham house Group,owner of Gourmet Burger Kitchen and other restaurant brands.Prior to that,spent 27 years with Pizza Express where at various times he was chairman,chief executive and the owner/manager of the groups largest franchisee organisation.Chairman of Fulham Shore,a quoted
141、company,which is to invest in distinct growth restaurant businesses.Aged 62.Nicholas Bryan,B.A.,F.C.A.NON-EXECUTIVE CHAIRMANAppointed to the board in 2006 and as non-executive chairman in 2011.member and chairman of the companys audit committee as well as a member of the companys remuneration commit
142、tee.Co-founder and chief executive of the innserve Group.has particular expertise in the hospitality,property and brewing sectors gained through various positions within Courage(including managing director of Courage UK(1992-95).has held other chairman and non-executive director roles while a manage
143、ment committee member of investcorp(1995-2001).Began his career in finance as a chartered accountant and with positions at Lonrho and hanson.Aged 62.Peter Whitehead,F.C.A.FINANCEJoined the company and the board as finance director in 1997.Qualified as a chartered accountant with KPmG in 1988,becomin
144、g a fellow of the institute of Chartered Accountants in 1998.Previously worked for Fuller,Smith&Turner P.L.C.(1990-97).Aged 53.Roger Lambert,M.A.NON-EXECUTIVE AND SENIOR INDEPENDENTAppointed to the board in 2008 and as senior independent director in 2011.member of the companys audit and remuneration
145、 committees.Chairman of Corporate Broking,Canaccord Genuity.Previously worked for 26 years in corporate finance at J.P.morgan Cazenove where he was a senior managing director with responsibilities for corporate client coverage of the consumer sector.has a wealth of relevant expertise in brewing,drin
146、ks and hospitality,having acted for over 25 companies in the sector.Aged 56.Trish CorzineNON-EXECUTIVEAppointed to the board in 2015.has wide-ranging knowledge of the hospitality and leisure sector,having spent the majority of her career in the restaurant industry.Before her retirement from the boar
147、d of The Restaurant Group plc in 2013,she spent 20 years with them,nine as an executive director responsible for their concessions business.Aged 58.Welcome to our board of directors.Apart from Patricia(Trish)Corzine who was appointed on 12 January 2015,all served throughout the period;no other perso
148、n was a director during the period other than Rupert Clevely who served throughout the period but stepped down from the board on 27 April 2015.dIreCTorS reporTF O R T h E 5 2 W E E K S E N D E D 3 0 m A R C h 2 0 1 5YOUNG&CO.S BREWERY,P.L.C.ANNUAL REPORT 2015 17in this report reference to the“compan
149、y”or to“Youngs”is to Young&Co.s Brewery,P.L.C.,and reference to the“group”is to the group of companies of which Youngs is the parent company.Corporate governanceThe board is committed to good corporate governance in the management and operation of the groups business.Summarised below are its current
150、 corporate governance arrangements;no particular corporate governance code has been adopted.how the board worksThe board governs through its executive management and via committees.The board has a formal written schedule of matters reserved for its review and approval;this includes those matters des
151、cribed above as well as major financial and key operational issues.The board meets every two months with additional meetings arranged as required;it met nine times during the year.Formal agendas and reports are provided to the board on a timely basis along with other information to enable it to disc
152、harge its duties.Each of the executive directors and the company secretary updates the board at each meeting on matters for which they are responsible.This flow of information is in addition to information exchanged between and prior to board meetings,and regular meetings of non-executives with one
153、or more of the executive directors outside of board meetings.The board has a procedure in place such that it can consider and,if it sees fit,authorise situations where a director has an interest that conflicts,or may possibly conflict,with the interests of the company.The boards committeesThe board
154、has four standing or permanent committees:executive,audit,remuneration and disclosure.The latter three committees have specific terms of reference which can be found in the investors section of www.youngs.co.uk.STRATEGiC REPORT DiRECTORS REPORT FiNANCiAL STATEmENTS ShAREhOLDER iNFORmATiONThe role of
155、 the boardThe board is collectively responsible for the business and management of the group.its role includes:approving and monitoring the groups long-term objectives,commercial strategy,major acquisitions and disposals and the groups annual operating and capital expenditure budgets;ensuring a soun
156、d system of internal control and risk management;and overseeing the groups operations,ensuring competent and prudent management,sound planning,adequate accounting and other records,and compliance with statutory and regulatory obligations.Board compositionThe board is made up of:a non-executive chair
157、man:Nicholas Bryan;five executive directors:Stephen Goodyear,Torquil Sligo-Young,Peter Whitehead,Patrick Dardis and Ed Turner;and three further non-executive directors:Roger Lambert,David Page and Trish Corzine.Their roles and brief biographical details appear opposite.it is responsible for the dail
158、y running of the group and the execution of approved policies and the business plan.it usually meets on a weekly basis,with members of the groups senior management being invited to attend as appropriate.its primary function is to determine,on behalf of the board,the remuneration packages of the exec
159、utive directors(see Remuneration:executive directors on page 19).After David Pages retirement in July,the committee will comprise Nicholas Bryan,who will chair it,Roger Lambert and Trish Corzine.Executive committeeChairman:Stephen Goodyearmembers:Executive directorsRemuneration committeeChairman:Dav
160、id Pagemembers:Nicholas Bryan Roger Lambert18 YOUNG&CO.S BREWERY,P.L.C.ANNUAL REPORT 201518dIreCTorS reporTC O N T i N U E DOther committees are established from time to time depending on the needs of the business.Balance of the boardThere is a clear division of responsibility between the chairman a
161、nd the chief executive.The former is responsible for the effective running of the board;the latter has overall responsibility for the running of the business.Each of the executive directors has specific roles and responsibilities,and all of the non-executives are experienced business people who brin
162、g a wide range of skills and experiences to the board.in their roles the non-executive directors are required,amongst other things,to constructively challenge and contribute to the development of strategy,to scrutinise the performance of management in meeting agreed goals and objectives and to monit
163、or the reporting of performance.Roger Lambert is the Senior independent Director.in his current role as Chairman of Corporate Broking at Canaccord Genuity,he attends and advises at board meetings of corporate clients.Coupling this with his many years working in corporate finance at JPmorgan Cazenove
164、,where he was a senior managing director with responsibilities for corporate client coverage of the consumer sector,including brewing,drinks and hospitality,he is able to provide knowledge,support and advice to the chairman and to the other members of the board.The directors consider that the board
165、is a well-balanced one that has the right number of members for the size of the group.Board nominations and appointmentsin practice the chairman and the chief executive lead on the board nomination and appointment process.They consider the balance of skills,knowledge and experience on the board and
166、make appropriate recommendations for consideration by it.This formal but unwritten process has been used effectively for a number of years and has led the board to remain of the view that it should continue to operate in this way rather than through a more formal nomination committee.Once appointed,
167、the companys articles of association ensure that any new board member is subject to re-appointment by the companys voting shareholders at the first AGm after their appointment this applies to Trish Corzine at this years AGm.They are then subject to a further re-appointment vote every third AGm after
168、 that this applies to Torquil Sligo-Young,Peter Whitehead and Roger Lambert at this years AGm(and each of them is seeking re-appointment and their brief biographical details are on page 16).This latter requirement also applies to David Page;however,as announced on 27 April 2015,he has decided not to
169、 seek re-appointment and he will therefore be retiring from the board at the end of the companys AGm in July.it assists the board in fulfilling its oversight responsibilities,with its primary functions being monitoring the integrity of the companys financial statements and internal control systems(i
170、ncluding risk management),overseeing the companys relationship with its external auditor and reviewing the effectiveness of the audit process.The finance director usually attends the committees meetings as do the external audit partner and audit manager when the business of the meeting relates to th
171、e full year and half year results.The committee meets separately with the groups business risk assurance manager and with the external audit partner and audit manager without any other member of the groups management present to give them the opportunity to raise any concerns they may have and any is
172、sues arising from their work.The committee has a meeting planner which sets out the basic items to be covered at its regular meetings.At its meeting in may the committee reviews the companys preliminary announcement,the report and accounts and the performance of the groups external auditor and also
173、assesses whether the auditor continues to show the required level of independence;the focus of the November meeting is on reviewing the interim report and agreeing the scope for the next external audit,the audit plan and related fees.At each of its meetings there is an internal audit report from the
174、 groups business risk assurance manager.Following David Pages forthcoming retirement from the board at the companys AGm in July(see below),the committee will comprise Roger Lambert,who will chair it,Nicholas Bryan and Trish Corzine.it assists the company in making timely and accurate disclosure of a
175、ny information required to be disclosed in order to meet legal and regulatory obligations.Disclosure committeeChairman:Peter Whiteheadmembers:Executive directors Audit committeeChairman:Nicholas Bryanmembers:Roger Lambert David Page YOUNG&CO.S BREWERY,P.L.C.ANNUAL REPORT 2015 19 STRATEGiC REPORT DiR
176、ECTORS REPORT FiNANCiAL STATEmENTS ShAREhOLDER iNFORmATiONSubject to shareholder re-appointment,each of the executive directors has been appointed for an indefinite period and is generally entitled to not less than one years notice from the company if it wishes to terminate his appointment.in return
177、,each of Stephen Goodyear,Torquil Sligo-Young and Peter Whitehead has to give not less than six months notice if he wishes to leave,and Patrick Dardis and Ed Turner have to give at least one years notice.The non-executives have been appointed for fixed terms which are terminable earlier by them or t
178、he company giving notice and they are likewise subject to shareholder re-appointment.The expiry dates of their current fixed terms and their minimum periods of notice are as follows:Nicholas Bryan(11 July 2017 and three months),Roger Lambert(31 July 2017 and six months)and Trish Corzine(11 January 2
179、018 and six months).David Pages current fixed term was due to expire on 31 July 2015;however,he will now be retiring from the board at the end of the companys AGm in July.No compensation is payable by the company for early termination.The executive directors are expected to devote substantially the
180、whole of their time,attention and ability to their duties,whereas,as one would expect,the non-executives have a lesser time commitment.Apart from the chairman,who has agreed to spend 30-50 days a year on work for the company,it is anticipated that each of the non-executives will dedicate 15 days a y
181、ear.Copies of the executive directors service contracts and copies of the letters of appointment of the non-executive directors are available for inspection at the companys registered office.Advice for the boardSubject to certain limitations,all of the directors are entitled to obtain independent pr
182、ofessional advice at the companys expense;they also have access to the advice and services of the company secretary.Keeping up to date generally and particularly with the marketFrom time to time the directors attend training courses and/or industry forums.They also attend relevant specialist briefin
183、gs,some of which form part of board or executive committee meetings.The directors,executive and non-executive,regularly spend time out in the trade with fellow directors,colleagues and friends.This helps to keep them up to date with the groups operations,developments in the market and the competitio
184、n.Directors and officers liability insurance coverThe company maintains,at its own expense,insurance cover in respect of legal action against its directors and officers.Remuneration:executive directorsThe remuneration of the executive directors is determined by the remuneration committee in the cont
185、ext of the companys reward policy,the principal objective of which is the recruitment and retention of officers with appropriate skills and qualities to drive the companys strategy and deliver value for shareholders.Against this background,the remuneration committee determined that base salary level
186、s for the executive directors should be in line with the market while variable remuneration should be linked to key performance measures and reward achievement accordingly.None of the executive directors are involved in deciding their own remuneration.This variable element is currently delivered via
187、 deferred annual bonus awards which are dependent on certain performance targets being achieved.The terms of the awards are such that if any bonus is paid,half of it has to be settled in shares,with the other half being paid in cash except to the extent that the director elects to receive all or par
188、t of it in shares instead.For every share taken in place of cash,the director is allowed to subscribe at nominal value for one matching share.None of the directors are generally free to sell any of the shares before the end of a restricted period which,ordinarily,will end three years after the share
189、s have been acquired or,if earlier,the date on which their employment terminates by reason of illness,disability or redundancy.The matching shares are subject to satisfaction of a further condition relating to the increase over a set period in the groups adjusted earnings per ordinary share in respe
190、ct of the groups continuing operations.Any of the shares acquired,whether matching or otherwise,are liable to forfeiture in certain circumstances.The remuneration committee believes that the companys remuneration policy is consistent with the groups risk management policy as it does not encourage in
191、appropriate risks to be taken to achieve the performance targets;the focus is very much on a long-term remuneration model.Details of the remuneration of each executive director appear in note 8 on page 37;none of them receive remuneration as a non-executive director elsewhere.20 YOUNG&CO.S BREWERY,P
192、.L.C.ANNUAL REPORT 201520Remuneration:non-executivesThe remuneration of the non-executives is determined by the executive committee,with the intention being that the fees paid are not out of line with the market and go some way towards rewarding the non-executives for the time they commit to their v
193、arious roles.Accordingly all non-executive directors receive a basic fee;they do not participate in bonus schemes or share options and none of them are members of any group pension scheme other than for the purposes of complying with pensions auto-enrolment legislation.Rupert Clevely was,however,a p
194、articipant in a bonus scheme as a result of his former employment within the group as an executive director.The non-executives are entitled to be reimbursed for certain business-related expenses.Details of the remuneration of each non-executive director appear in note 8 on page 37.Risk and internal
195、controlThe board has overall responsibility for the groups internal control system and for reviewing its effectiveness.The executive directors implement and maintain the risk management and internal control systems,and the audit committee assists the board in fulfilling its oversight responsibilitie
196、s by monitoring the systems integrity.The system is designed to manage risk;it cannot eliminate it and therefore provides reasonable,not absolute,assurance against material misstatement or loss.As part of the system,the board regularly reviews its financial controls memorandum;this lengthy and detai
197、led document seeks to:mitigate risks which might cause the failure of business objectives;help safeguard assets against unauthorised use or disposal;ensure the maintenance and reliability of proper accounting records and financial information used within the business or for publication;and help achi
198、eve compliance with applicable laws and regulations.The groups business risk assurance manager regularly tests controls contained in the financial controls memorandum in order to assess their effectiveness.The results of his work are shared with the executive directors concerned and with the audit c
199、ommittee.With the approval of that committee,changes,as appropriate,are then made to the financial controls memorandum.The group,through its business risk assurance manager,carries out internal reviews of financial areas according to a programme set by the audit committee following input from the fi
200、nance director,the head of finance and the groups external auditor.The business risk assurance manager reports to the company secretary and is independent of the areas which he reviews.his reports,the management responses and the recommended actions are presented to the audit committee on a regular
201、basis.management may from time to time supplement the internal resource for these reviews with specialist external resources.The group also employs an in-house team of retail auditors who monitor the controls in place in the groups managed pubs and hotels,in particular those covering stock and cash.
202、This team reports to the head of finance.The group has business continuity arrangements in place with third parties.it also has,and reviews annually,business continuity plans for each of the departments within the groups head office.in 2008 the group introduced a whistleblowing policy.This is overse
203、en by the audit committee and allows staff to raise any concerns in confidence directly with the chairman of the audit committee,the company secretary or the groups business risk assurance manager.Relations with shareholdersCopies of the annual report and the interim report are sent to all sharehold
204、ers and copies can be downloaded from the investors section of www.youngs.co.uk.Other information for shareholders and interested parties is also provided on the website.Written or e-mailed enquiries are handled by the company secretary.The company has an ongoing programme of individual meetings wit
205、h institutional shareholders and analysts following the preliminary and half year results presentations to the City.These meetings allow the chief executive and the finance director to update shareholders on strategy and the groups performance.Additional meetings with institutional investors and/or
206、analysts are arranged from time to time.All members of the board receive copies of feedback reports from the City presentations and meetings,thus keeping them in touch with shareholder opinion.Shareholders are given the opportunity to ask questions and raise issues at the AGm;this can be done formal
207、ly during the meeting or informally with the directors after it.dIreCTorS reporTC O N T i N U E DYOUNG&CO.S BREWERY,P.L.C.ANNUAL REPORT 2015 21 STRATEGiC REPORT DiRECTORS REPORT FiNANCiAL STATEmENTS ShAREhOLDER iNFORmATiONDirectors holdings and interestsThe holdings and interests of the directors wh
208、o held office at the period end(and their immediate families)in the share capital of the company are shown in the table below;these are in addition to the interests shown in notes 8(d)and 8(e)on pages 26 and 27.Non-voting As at A shares sharesNicholas Bryan Beneficial and family 30 march 2015 8,505
209、31 march 2014 8,505 Stephen Goodyear(i),(ii)Beneficial and family 30 march 2015 196,283 31 march 2014 147,566 Torquil Sligo-Young(i),(ii)Beneficial and family 30 march 2015 253,153 3,000 31 march 2014 246,255 7,000 Trustee 30 march 2015 4,154,340 649,914 31 march 2014 3,689,188 549,591Peter Whitehea
210、d(i),(ii)Beneficial and family 30 march 2015 95,363 31 march 2014 68,547 Patrick Dardis(i),(ii)Beneficial and family 30 march 2015 39,891 31 march 2014 14,670 Edward Turner(i)Beneficial and family 30 march 2015 8,854 31 march 2014 Roger Lambert Beneficial and family 30 march 2015 5,250 5,000 31 marc
211、h 2014 5,250 5,000David Page Beneficial and family 30 march 2015 3,278 31 march 2014 3,278 Rupert Clevely(i)Beneficial and family 31 march 2015 13,081 31 march 2014 20,081 Trish Corzine Beneficial and family 30 march 2015 31 march 2014 Also interested in:(i)635,064(2014:680,856)A shares held in trus
212、t by RBT ii Trustees Limited see note 28 on page 58.(ii)387,541(2014:477,769)A shares held in trust by Youngs Pension Trustees Limited see note 28 on page 58.Qualifying indemnity provisions The companys articles of association contains an indemnity provision in favour of the directors;this provision
213、,which is a qualifying third party indemnity provision,was in force throughout the period and is in force at the date of this report.Additional indemnity provisions in favour of Rupert Clevely are described in note 28 on page 58;these provisions,which are qualifying third party indemnity provisions,
214、were in force throughout the period and are in force at the date of this report.Other disclosuresAIM:the companys shares are traded on Aim.There are no other exchanges or trading platforms on which the company has applied or agreed to have its shares admitted or traded.PROFIT AND DIVIDENDS:the profi
215、t for the period attributable to shareholders was 26.7 million.The directors recommend a final dividend for the period of 8.56 pence per share.Subject to approval at the AGm,this is expected to be paid on 9 July 2015 to shareholders on the register at the close of business on 12 June 2015.When added
216、 to the interim dividend of 7.90 pence per share,this will produce a total dividend for the period of 16.46 pence per share.AGM:notice convening the AGm and an explanation of the resolutions being proposed are set out on pages 61 to 64.IMPORTANT EVENTS SINCE THE END OF THE PERIOD AND LIKELY FUTURE D
217、EVELOPMENTS:in accordance with section 414C(11)of the Companies Act 2006,the directors have chosen to include in the strategic report(on pages 1 to 15)particulars of important events affecting the group which have occurred since the end of the period and an indication of likely future developments i
218、n the groups business.FINANCIAL INSTRUMENTS AND RELATED MATTERS:included in note 22,starting on page 49,are the groups financial risk management objectives and policies and an indication of the groups exposure to certain risks.EMPLOYEES:considerable importance is placed on communications with employ
219、ees and so,within the limitation of commercial confidentiality and security,Youngs provided them with information concerning trading,development and other appropriate matters.it did this at many levels throughout the business both formally and informally,including through management presentations.it
220、 also consulted regularly with employees and their representatives thereby enabling the board to have regard to their views when making 22 YOUNG&CO.S BREWERY,P.L.C.ANNUAL REPORT 201522dIreCTorS reporTC O N T i N U E D STRATEGiC REPORT DiRECTORS REPORT FiNANCiAL STATEmENTS ShAREhOLDER iNFORmATiONdeci
221、sions likely to affect their interests;in connection with this Youngs continued to operate an information and consultation committee with its members being drawn from departments based at its head office in Wandsworth.The companys integrated appraisal and development process,designed to improve comm
222、unications and company performance,remained in place,and the company continued to operate a bonus scheme for eligible employees.To encourage further involvement in the groups performance,the company invited all employees of the group who had been continuously employed on and from 1 April 2012 to joi
223、n the groups savings-related share option scheme for 2014.After saving for a three-year period(through deductions from net salary),scheme members can then buy A shares in the company if they choose to do so at 840 pence per share,being a discount of 20%to the market price at the time the invitations
224、 were issued.Youngs maintained its policy of giving full and fair consideration to all applications for employment,including those made by disabled people,taking account of the applicants particular aptitude and ability;of seeking to continue to employ anyone who becomes disabled while employed by t
225、he company and arranging training in a role appropriate to the persons changed circumstances;and of giving all employees,including disabled employees,equal opportunities for training,career development and promotion.PUBLIC HEALTH RESPONSIBILITY DEAL:the company continued to support the Governments p
226、ublic health responsibility deal,an initiative established to tap into the potential for businesses and other influential organisations to make a significant contribution to improving public health by helping to create that environment.As a result the company agreed to ensure effective action was ta
227、ken in its managed pubs to reduce and prevent under-age sales of alcohol(primarily through the application of Challenge 21).The company also maintained its financial and in-kind support for Drinkaware and the“Why let the Good times go bad?”campaign.Recognising the impact chronic conditions could hav
228、e,guides(developed through the public health responsibility deals health at work network)remained embedded within the companys hR procedures to ensure that those with chronic conditions at work were managed in the best way possible with reasonable flexibilities and workplace adjustments.NOTIFICATION
229、S OF MAJOR HOLDINGS OF VOTING RIGHTS:as at 30 march 2015 the company had been notified of the following holdings of 3%or more of the voting rights in the company:Torquil Sligo-Young 14.82%James Young 13.81%Lindsell Train Limited 5.28%No changes in those holdings,and no other holdings of 3%or more of
230、 the voting rights in the company,had been notified to the company between 31 march 2015 and 19 may 2015,both dates inclusive.STATEMENT OF CERTAIN RESPONSIBILITIES IN RELATION TO THE FINANCIAL STATEMENTS AND OTHERWISE:for each financial period the directors are required to prepare an annual report,c
231、omprising of a strategic report,a directors report and financial statements.The latter must be prepared in accordance with international Financial Reporting Standards(“iFRS”)as adopted by members of the EU and applicable law and must present fairly the financial position of the group and the financi
232、al performance and cash flows of the group for the relevant period.The directors have also elected to prepare the companys financial statements under iFRS.in preparing the statements the directors must select suitable accounting policies and then apply them consistently,state that the group has comp
233、lied with iFRS(subject to any material departures disclosed and explained in the financial statements)and present information,including accounting policies,in a manner that provides relevant,reliable and comparable information.The directors are responsible for keeping accounting records which disclo
234、se with reasonable accuracy,at any time,the financial position of the group and the company at that time and enable them to ensure that the financial statements comply with the Companies Act 2006.They are also responsible for safeguarding the assets of the group and the company and hence for taking
235、reasonable steps for the prevention and detection of fraud and other irregularities.DISCLOSURE OF INFORMATION TO THE AUDITOR:each of the persons who was a director at the time when this report was approved has confirmed that,so far as they were aware,there was no information needed by the companys a
236、uditor in connection with preparing its report of which the companys auditor was unaware.Each of those individuals has also confirmed that they took all the steps that they ought to have taken as a director to make themselves aware of any such information and to establish that the companys auditor w
237、as aware of it.This paragraph is to be interpreted in accordance with section 418 of the Companies Act 2006.Preparation and disclaimerThis annual report,comprising of a strategic report,a directors report and financial statements for the period ended 30 march 2015,have been drawn up and presented fo
238、r the purpose of complying with English law.Any liability arising out of or in connection with them will also be determined in accordance with English law.By order of the boardAnthony SchroederCompany Secretary20 may 2015BlackRock investment management(UK)Limited 5.00%helena Young 3.12%El Oro and Ex
239、ploration Company plc 3.10%YOUNG&CO.S BREWERY,P.L.C.ANNUAL REPORT 2015 23independent auditors report to the members of Young&Co.s Brewery,P.L.C.We have audited the financial statements of Young&Co.s Brewery,P.L.C.for the 52 week period ended 30 march 2015 which comprise the Group income Statement,th
240、e Group and Parent Company Statements of Comprehensive income,the Group and Parent Company Balance Sheets,the Group and Parent Company Statements of Cash Flow,the Group and Parent Company Statement of Changes in Equity and the related notes 1 to 31.The financial reporting framework that has been app
241、lied in their preparation is applicable law and international Financial Reporting Standards(iFRSs)as adopted by the European Union and,as regards the parent company financial statements,as applied in accordance with the provisions of the Companies Act 2006.This report is made solely to the companys
242、members,as a body,in accordance with Chapter 3 of Part 16 of the Companies Act 2006.Our audit work has been undertaken so that we might state to the companys members,those matters we are required to state to them in an auditors report and for no other purpose.To the fullest extent permitted by law,w
243、e do not accept or assume responsibility to anyone other than the company and the companys members,as a body,for our audit work,for this report,or for the opinions we have formed.Respective responsibilities of directors and auditorAs explained more fully in the Directors Responsibilities Statement s
244、et out on page 22,the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view.Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and international Standards
245、on Auditing(UK and ireland).Those standards require us to comply with the Auditing Practices Boards Ethical Standards for Auditors.Scope of the audit of the financial statementsAn audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reaso
246、nable assurance that the financial statements are free from material misstatement,whether caused by fraud or error.This includes an assessment of:whether the accounting policies are appropriate to the groups and the parent companys circumstances and have been consistently applied and adequately disc
247、losed;the reasonableness of significant accounting estimates made by the directors;and the overall presentation of the financial statements.in addition,we read all the financial and non-financial information in the Annual Report to identify material inconsistencies with the audited financial stateme
248、nts and to identify any information that is apparently materially incorrect based on,or materially inconsistent with,the knowledge acquired by us in the course of performing the audit.if we become aware of any apparent material misstatements or inconsistencies we consider the implications for our re
249、port.Opinion on financial statementsin our opinion:the financial statements give a true and fair view of the state of the groups and of the parent companys affairs as at 30 march 2015 and of the groups profit for the 52 week period then ended;the group financial statements have been properly prepare
250、d in accordance with iFRSs as adopted by the European Union;the parent company financial statements have been properly prepared in accordance with iFRSs as adopted by the European Union and as applied in accordance with the provisions of the Companies Act 2006;and the financial statements have been
251、prepared in accordance with the requirements of the Companies Act 2006.Opinion on other matter prescribed by the Companies Act 2006in our opinion the information given in the Strategic Report and the Directors Report for the financial year for which the financial statements are prepared is consisten
252、t with the financial statements.matters on which we are required to report by exceptionWe have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if,in our opinion:adequate accounting records have not been kept by the parent company,or ret
253、urns adequate for our audit have not been received from branches not visited by us;or the parent company financial statements are not in agreement with the accounting records and returns;or certain disclosures of directors remuneration specified by law are not made;or we have not received all the in
254、formation and explanations we require for our audit.Andy Glover(Senior statutory auditor)for and on behalf of Ernst&Young LLP,Statutory AuditorLondon20 may 2015Notes:1.The maintenance and integrity of the Young&Co.s Brewery,P.L.C.website is the responsibility of the directors;the work carried out by
255、 the auditor does not involve consideration of these matters and,accordingly,the auditor accepts no responsibility for any changes that may have occurred to the financial statements since they were initially presented on the website.2.Legislation in the United Kingdom governing the preparation and d
256、issemination of financial statements may differ from legislation in other jurisdictions.INdepeNdeNT AUdITorS reporTF O R T h E 5 2 W E E K S E N D E D 3 0 m A R C h 2 0 1 5 STRATEGiC REPORT DiRECTORS REPORT FiNANCiAL STATEmENTS ShAREhOLDER iNFORmATiON24 YOUNG&CO.S BREWERY,P.L.C.ANNUAL REPORT 201524
257、2015 2014 Notes m mrevenue 6 227.0 210.8Operating costs before exceptional items 7(189.6)(177.6)Operating profit before exceptional items 37.4 33.2Operating exceptional items 9 4.1(0.6)operating profit 41.5 32.6Finance costs 11(5.2)(5.9)Finance revenue 11 0.3Other finance charges 24(0.2)(0.4)profit
258、before tax 36.1 26.6Taxation 12(9.4)(4.5)profit for the period attributable to shareholders of the parent company 26.7 22.1 pence Penceearnings per 12.5p ordinary shareBasic 15 55.17 45.78Diluted 15 55.09 45.72The notes on pages 30 to 59 form part of these financial statements.The independent audito
259、rs report is set out on page 23.All of the results above are from continuing operations.GroUp INCome STATemeNTF O R T h E 5 2 W E E K S E N D E D 3 0 m A R C h 2 0 1 5 STRATEGiC REPORT DiRECTORS REPORT FiNANCiAL STATEmENTS ShAREhOLDER iNFORmATiONYOUNG&CO.S BREWERY,P.L.C.ANNUAL REPORT 2015 25 Group C
260、ompany 2015 2014 2015 2014 Notes m m m mprofit for the period 26.7 22.1 22.9 17.3other comprehensive income Items that will not be reclassified subsequently to profit or loss:Unrealised gain on revaluation of property 17 19.6 21.9 17.6 18.3Remeasurement of retirement benefit schemes 24(9.1)3.0(9.1)3
261、.0Tax on above components of other comprehensive income (0.7)0.9(0.4)1.3Items that will be reclassified subsequently to profit or loss:Fair value movement of interest rate swaps 22(3.6)5.6(3.6)5.6Tax on fair value movement of interest rate swaps 0.7(1.6)0.7(1.6)6.9 29.8 5.2 26.6 Total comprehensive
262、income for shareholders of the parent company 33.6 51.9 28.1 43.9The prior period unrealised gain on revaluation of property and associated tax charge has been repositioned from items that will be reclassified subsequently to profit or loss to items that will not be reclassified subsequently to prof
263、it or loss.The notes on pages 30 to 59 form part of these financial statements.The independent auditors report is set out on page 23.All of the results above are from continuing operations.STATemeNTS oF CompreHeNSIVe INComeF O R T h E 5 2 W E E K S E N D E D 3 0 m A R C h 2 0 1 5 STRATEGiC REPORT Di
264、RECTORS REPORT FiNANCiAL STATEmENTS ShAREhOLDER iNFORmATiON26 YOUNG&CO.S BREWERY,P.L.C.ANNUAL REPORT 201526 Group Company 2015 2014 2015 2014 Notes m m m mNon-current assetsGoodwill 16 20.9 20.4 Property and equipment 17 617.3 559.2 546.3 501.7investment in subsidiaries 18 31.3 24.3Deferred tax asse
265、ts 23 7.7 4.8 7.6 4.8 645.9 584.4 585.2 530.8Current assetsinventories 19 2.7 2.6 2.0 2.0Trade and other receivables 20 5.5 5.9 27.6 26.7Cash 0.2 2.4 0.2 1.3 8.4 10.9 29.8 30.0Total assets 654.3 595.3 615.0 560.8Current liabilitiesBorrowings 22(5.0)(6.0)Trade and other payables 21(29.2)(29.2)(27.9)(
266、27.9)income tax payable (4.0)(3.2)(3.7)(2.0)(38.2)(32.4)(37.6)(29.9)Non-current liabilitiesBorrowings 22(124.2)(114.4)(124.2)(114.4)Derivative financial instruments 22(12.0)(8.4)(12.0)(8.4)Deferred tax liabilities 23(59.8)(54.4)(52.6)(48.4)Retirement benefit schemes 24(13.1)(6.0)(13.1)(6.0)(209.1)(1
267、83.2)(201.9)(177.2)Total liabilities (247.3)(215.6)(239.5)(207.1)Net assets 407.0 379.7 375.5 353.7Capital and reservesShare capital 25 6.1 6.0 6.1 6.0Share premium 2.7 1.7 2.7 1.7Capital redemption reserve 1.8 1.8 1.8 1.8hedging reserve (9.6)(6.7)(9.6)(6.7)Revaluation reserve 209.6 193.1 201.7 186.
268、9Retained earnings 196.4 183.8 172.8 164.0Total equity 407.0 379.7 375.5 353.7Approved by the board of directors and signed on its behalf by:Nicholas Bryan Chairmanpeter Whitehead Finance Director20 may 2015The notes on pages 30 to 59 form part of these financial statements.The independent auditors
269、report is set out on page 23.BALANCe SHeeTSA T 3 0 m A R C h 2 0 1 5 STRATEGiC REPORT DiRECTORS REPORT FiNANCiAL STATEmENTS ShAREhOLDER iNFORmATiONYOUNG&CO.S BREWERY,P.L.C.ANNUAL REPORT 2015 27The notes on pages 30 to 59 form part of these financial statements.The independent auditors report is set
270、out on page 23.Group Company 2015 2014 2015 2014 Notes m m m moperating activities Net cash generated from operations 27 50.6 47.3 40.0 43.1interest received 1.0 1.0Tax paid (7.1)(6.1)(4.7)(5.7)Net cash flow from operating activities 43.5 41.2 36.3 38.4Investing activities Sale of property and equip
271、ment 3.3 3.3 Sale of discontinued operations 5.0 5.0Purchases of property and equipment 17(32.4)(22.8)(30.1)(20.0)Business combinations,net of cash acquired 13(18.5)(10.8)(6.6)(10.8)Acquisition of subsidiaries,net of cash acquired 18 (7.0)Net cash used in investing activities (47.6)(28.6)(40.4)(25.8
272、)Financing activities interest paid (4.9)(5.5)(4.8)(5.5)Equity dividends paid 14(7.7)(7.3)(7.7)(7.3)increase/(decrease)in borrowings 9.5(3.5)9.5(3.5)increase in short term borrowings 5.0 6.0 Net cash flow used in financing activities 1.9(16.3)3.0(16.3)Decrease in cash (2.2)(3.7)(1.1)(3.7)Cash at the
273、 beginning of the period 2.4 6.1 1.3 5.0Cash at the end of the period 0.2 2.4 0.2 1.3STATemeNTS oF CASH FLoWF O R T h E 5 2 W E E K S E N D E D 3 0 m A R C h 2 0 1 5 STRATEGiC REPORT DiRECTORS REPORT FiNANCiAL STATEmENTS ShAREhOLDER iNFORmATiON28 YOUNG&CO.S BREWERY,P.L.C.ANNUAL REPORT 201528The note
274、s on pages 30 to 59 form part of these financial statements.The independent auditors report is set out on page 23.Capital Share redemption hedging Revaluation Retained Total capital(1)reserve reserve reserve earnings equity Notes m m m m m mAt 1 April 2013 7.3 1.8(10.7)168.9 167.2 334.5Total compreh
275、ensive income Profit for the period 22.1 22.1other comprehensive income Unrealised gain on revaluation of property 17 21.9 21.9Remeasurement of retirement benefit schemes 24 3.0 3.0Fair value movement of interest rate swaps 22 5.6 5.6Tax on above components of other comprehensive income 12 (1.6)2.3(
276、1.4)(0.7)4.0 24.2 1.6 29.8Total comprehensive income 4.0 24.2 23.7 51.9Transactions with owners recorded directly in equity Share capital issued 0.4 0.4Dividends paid on equity shares 14 (7.3)(7.3)Share based payments 26 0.1 0.1Tax on share based payments 23 0.1 0.1 0.4 (7.1)(6.7)At 31 march 2014 7.
277、7 1.8(6.7)193.1 183.8 379.7Total comprehensive income Profit for the period 26.7 26.7other comprehensive income Unrealised gain on revaluation of property 17 19.6 19.6Remeasurement of retirement benefit schemes 24 (9.1)(9.1)Fair value movement of interest rate swaps 22 (3.6)(3.6)Tax on above compone
278、nts of other comprehensive income 12 0.7(2.5)1.8 (2.9)17.1(7.3)6.9Total comprehensive income (2.9)17.1 19.4 33.6Transactions with owners recorded directly in equity Share capital issued 1.1 1.1Dividends paid on equity shares 14 (7.7)(7.7)Revaluation reserve realised on disposal of properties (0.6)0.
279、6 Share based payments 26 0.2 0.2Tax on share based payments 23 0.1 0.1 1.1 (0.6)(6.8)(6.3)At 30 march 2015 8.8 1.8(9.6)209.6 196.4 407.0(1)Total share capital comprises the share capital issued and fully paid of 6.1 million(2014:6.0 million)and the share premium account of 2.7 million(2014:1.7 mill
280、ion).Share capital issued in the period comprises the nominal value of 0.1 million(2014:0.0 million)and share premium of 1.0 million(2014:0.4 million).GroUp STATemeNT oF CHANGeS IN eqUITYA T 3 0 m A R C h 2 0 1 5 STRATEGiC REPORT DiRECTORS REPORT FiNANCiAL STATEmENTS ShAREhOLDER iNFORmATiONYOUNG&CO.
281、S BREWERY,P.L.C.ANNUAL REPORT 2015 29 Capital Share redemption hedging Revaluation Retained Total capital(1)reserve reserve reserve earnings equity Notes m m m m m mAt 1 April 2013 7.3 1.8(10.7)165.9 152.2 316.5Total comprehensive income Profit for the period 17.3 17.3other comprehensive income Unre
282、alised gain on revaluation of property 17 18.3 18.3Remeasurement of retirement benefit schemes 24 3.0 3.0Fair value movement of interest rate swaps 22 5.6 5.6Tax on above components of other comprehensive income 23 (1.6)2.7(1.4)(0.3)4.0 21.0 1.6 26.6Total comprehensive income 4.0 21.0 18.9 43.9Trans
283、actions with owners recorded directly in equity Share capital issued 0.4 0.4Dividends paid on equity shares 14 (7.3)(7.3)Share based payments 26 0.1 0.1Tax on share based payments 23 0.1 0.1 0.4 (7.1)(6.7)At 31 march 2014 7.7 1.8(6.7)186.9 164.0 353.7Total comprehensive income Profit for the period
284、22.9 22.9other comprehensive income Unrealised gain on revaluation of property 17 17.6 17.6Remeasurement of retirement benefit schemes 24 (9.1)(9.1)Fair value movement of interest rate swaps 22 (3.6)(3.6)Tax on above components of other comprehensive income 23 0.7(2.2)1.8 0.3 (2.9)15.4(7.3)5.2Total
285、comprehensive income (2.9)15.4 15.6 28.1Transactions with owners recorded directly in equity Share capital issued 1.1 1.1Dividends paid on equity shares 14 (7.7)(7.7)Revaluation reserve realised on disposal of properties (0.6)0.6 Share based payments 26 0.2 0.2Tax on share based payments 23 0.1 0.1
286、1.1 (0.6)(6.8)(6.3)At 30 march 2015 8.8 1.8(9.6)201.7 172.8 375.5(1)Total share capital comprises the share capital issued and fully paid of 6.1 million(2014:6.0 million)and the share premium account of 2.7 million(2014:1.7 million).Share capital issued in the period comprises the nominal value of 0
287、.1 million(2014:0.0 million)and share premium of 1.0 million(2014:0.4 million).The notes on pages 30 to 59 form part of these financial statements.The independent auditors report is set out on page 23.pAreNT CompANY STATemeNT oF CHANGeS IN eqUITYA T 3 0 m A R C h 2 0 1 5 STRATEGiC REPORT DiRECTORS R
288、EPORT FiNANCiAL STATEmENTS ShAREhOLDER iNFORmATiON30 YOUNG&CO.S BREWERY,P.L.C.ANNUAL REPORT 2015301.GeNerAL INFormATIoNThe group and parent company financial statements of Young&Co.s Brewery,P.L.C.for the period ended 30 march 2015 were authorised for issue by the board of directors on 20 may 2015.Y
289、oung&Co.s Brewery,P.L.C.is a public limited company incorporated and domiciled in England and Wales.The companys shares are listed on the Alternative investment market of the London Stock Exchange.The nature of the groups operations and its principal activities are set out in note 5 and in the strat
290、egic report on pages 1 to 15.The current period and prior period relate to the 52 weeks ended 30 march 2015 and 31 march 2014 respectively.The financial statements are presented in pounds sterling and all values are rounded to the nearest hundred thousand(0.1 million)except where otherwise indicated
291、.2.BASIS oF prepArATIoNThe consolidated financial statements of the group have been prepared in accordance with international Financial Reporting Standards(iFRS)as adopted for use in the European Union.iFRS includes the application of international Financial Reporting Standards including internation
292、al Accounting Standards(iAS)and related interpretations of the international Financial Reporting interpretations Committee(iFRiC)and interpretations of the Standing interpretations Committee(SiC).During the period,new iFRS and amendments to existing iFRS were issued by the international Accounting S
293、tandards Board(iASB).The impact and,if applicable,the adoption of these standards is described below in“New Accounting Standards,Amendments and interpretations”.No separate income statement is presented for the company,as permitted by section 408(3)of the Companies Act 2006.The companys profit after
294、 tax for the period was 22.9 million(2014:17.3 million).New Accounting Standards,Amendments and InterpretationsThe group has adopted the following new accounting standards during the period:iFRS 10,iFRS 12 and iAS 27:investment Entities(Amendments):was effective for the full period ended 30 march 20
295、15 and applies to companies that meet the definitions of an investment entity under iFRS 10:Consolidated Financial Statements.None of the groups entities meet the definition of an investment entity so the amendment has no impact.iAS 32:Offsetting Financial Assets and Financial Liabilities(Amendment)
296、:effective 1 January 2014 and clarifies the meaning of“currently has a legally enforceable right to set-off”.The group has no such offsetting arrangements so the amendment has no impact.iAS 36:Recoverable Amount Disclosures for Non-Financial Assets(Amendment):removes some of the disclosure requireme
297、nts in respect of fair value less costs of disposal.The amendment was effective for the full period ended 31 march 2014 but has had no impact on the group.iAS 39:Novation of Derivatives and Continuation of hedge Accounting(Amendment):was effective for the full period ended 30 march 2015 and provides
298、 relief from discontinuing hedge accounting when an entity novates its derivatives if certain criteria are met.The group has not novated any of its derivatives during the current or prior periods,so the amendment has had no impact.iFRiC 21:Levies:effective 1 January 2014 and clarifies that an entity
299、 recognises a liability for a levy when the activity that triggers payment,as identified by legislation,happens.it also clarifies that no liability should be recognised for levies that are triggered on reaching a minimum threshold until that threshold is reached.The adoption of iFRiC 21 has had no i
300、mpact on the group.The directors also intend to adopt the Standards,Amendments and interpretations listed below when they become effective.The directors do not expect that adoption in future periods will have a material impact.effective dateiAS 19 Defined Benefit Plans:Employee Contributions(Amendme
301、nts)1 July 2014iFRS 10,iFRS 12 and iAS 27 investment Entities(Amendments)1 January 2016iFRS 10 and iAS 28 Sale or Contribution of Assets between an investor and its Associate 1 January 2016 or Joint Venture(Amendments)iFRS 11 Accounting for Acquisitions of interests in Joint Operations(Amendment)1 J
302、anuary 2016iAS 1 Disclosure initiative(Amendment)1 January 2016iAS 16 and iAS 38 Clarification of Acceptable methods of Depreciation 1 January 2016 and Amortisation(Amendments)iAS 16 and iAS 41 Agriculture:Bearer Plants(Amendments)1 January 2016iAS 19 Employee Benefits 1 January 2016iAS 27 Equity me
303、thod in Separate Financial Statements(Amendment)1 January 2016iAS 34 interim Financial Reporting 1 January 2016iFRS 5 Non-Current Assets held for Sale and Discontinued Operations 1 January 2016iFRS 7 Financial instruments:Disclosures 1 January 2016iFRS 14 Regulatory Deferral Accounts 1 January 2016i
304、FRS 15 Revenue from Contracts with Customers 1 January 2017iFRS 9 Financial instruments 1 January 2018NoTeS To THe FINANCIAL STATemeNTSF O R T h E 5 2 W E E K S E N D E D 3 0 m A R C h 2 0 1 5YOUNG&CO.S BREWERY,P.L.C.ANNUAL REPORT 2015 313.SUmmArY oF SIGNIFICANT ACCoUNTING poLICIeSThe significant ac
305、counting policies adopted are set out below and,except as noted above,have been applied consistently in presenting the group and parent company financial information.(a)Basis of consolidationThe groups financial statements consolidate the financial statements of Young&Co.s Brewery,P.L.C.with the ent
306、ities it controls,its subsidiaries and a special purpose entity,drawn up to the period end.An investor controls an investee when it is exposed,or has rights,to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee.The
307、special purpose entity is Ram Brewery Trust ii,an Employee Share Ownership Plan(ESOP)Trust.The results of subsidiaries acquired or disposed of during the period are included in the group income statement from the effective date of acquisition or up to the effective date of disposal,as appropriate.Th
308、e financial statements of the subsidiaries and special purpose entity are consolidated on a comparable period basis,using consistent accounting policies.All inter company balances and transactions,including unrealised profits arising on them,are eliminated.(b)The parent companys investments in subsi
309、diariesin its separate financial statements,the parent company recognises its investments in its subsidiaries on the basis of the direct equity interest method.income is recognised from these investments in relation to distributions received.(c)Revenue recognitionRevenue is recognised to the extent
310、that it is probable that the economic benefits will flow to the group and the revenue can be reliably measured.Revenue is measured at the fair value of the consideration received,excluding discounts,rebates and VAT.The following criteria must also be met before revenue is recognised:Sale of goods Re
311、venue from sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer.Rental income Rental income arising from operating leases on properties is accounted for on a straight line basis over the lease term.interest income Revenue is recognised
312、 as interest accrues(using the effective interest method).Dividends Revenue is recognised when the companys right to receive payment is established.(d)Exceptional itemsExceptional items,as disclosed on the face of the income statement,are items which due to their material and non-recurring nature ha
313、ve been classified separately in order to draw them to the attention of the reader of the financial statements.They are included in the adjustments that,in managements judgement,are required in order to show more accurately the business performance of the group in a consistent manner and to reflect
314、how the business is managed and measured on a day to day basis.(e)Business combinations and goodwillBusiness combinations are accounted for using the acquisition method.The cost of an acquisition is measured as the aggregate of the consideration transferred and the amount of any non-controlling inte
315、rest in the acquiree.The consideration transferred is measured at acquisition date fair value.The non-controlling interest is measured as the proportionate share of the acquirees identifiable net assets.Acquisition costs incurred are expensed and included in operating exceptional items.Goodwill aris
316、ing on acquisition represents the excess of the cost of acquisition over the fair value of the net identifiable assets acquired and liabilities assumed at the date of acquisition.On disposal of a subsidiary,the attributable amount of goodwill is included in the determination of the profit or loss on
317、 disposal.(f)Property and equipmentProperties,including land and buildings,and fixtures,fittings and equipment are held at fair value and are revalued by qualified valuers on a sufficiently regular basis using open market values so that the carrying value of an asset does not differ significantly fr
318、om its fair value at the balance sheet date.The valuation is assessed on the basis of the highest and best use.When the necessary requirements have been met in respect of assets identified for disposal and revalued immediately prior to transfer to non-current assets held for sale,the highest and bes
319、t use for a market participant may reflect an alternative use for the asset.Surpluses which arise from the revaluation exercise are included within other comprehensive income(in the revaluation reserve)unless they are reversing a revaluation adjustment which has been recognised in the income stateme
320、nt previously.Where the revaluation exercise gives rise to a deficit,this is reflected directly in other comprehensive income(in the revaluation reserve)to the extent that a surplus exists against the same asset.Any further decrease in value is recognised in the income statement as an exceptional ex
321、pense.The carrying amount of an asset,less any residual value,is depreciated on a straight line basis over the assets useful life or lease term if shorter.The residual value,useful life and depreciation method applied to each asset are reviewed annually.The group does not depreciate freehold land an
322、d the residual value of its freehold and long leasehold buildings.Useful lives:Freehold and long leasehold buildings 50 yearsShort leasehold buildings Shorter of the estimated useful life and the lease termFixtures,fittings and equipment 3-10 yearsAn assets carrying amount is written down immediatel
323、y to its recoverable amount if the assets carrying amount is greater than its estimated recoverable amount(note 3(g).The gain arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset,and is recognised in the inc
324、ome statement.Pub fixtures,fittings and equipment are treated as disposals in the period following completion of their write down.STRATEGiC REPORT DiRECTORS REPORT FiNANCiAL STATEmENTS ShAREhOLDER iNFORmATiON32 YOUNG&CO.S BREWERY,P.L.C.ANNUAL REPORT 2015323.SUmmArY oF SIGNIFICANT ACCoUNTING poLICIeS
325、(CoNTINUed)(g)Impairment of assetsThe carrying values of investments,property and equipment are reviewed for impairment if events or changes in circumstances indicate the carrying value may not be recoverable.Goodwill is mandatorily assessed for impairment on an annual basis or more frequently if th
326、ere are indications that the carrying value may be impaired.impairment is assessed on the basis of either each individual asset,each individual cash generating unit(an individual pub),or,in the case of goodwill,the group of cash generating units associated with it.For the purpose of impairment testi
327、ng,goodwill acquired in a business combination is,from the acquisition date,allocated to each of the groups cash generating units(or groups of cash generating units)that are expected to benefit from the combination.An impairment loss is recognised for the amount by which the assets carrying amount e
328、xceeds its recoverable amount.The recoverable amount is the higher of an assets fair value less costs to sell and the value in use,and is determined for an individual asset,unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets.Val
329、ue in use is assessed by reference to the estimated future cash flows which are discounted to present value using an appropriate pre tax discount rate.impairment losses are recognised in the income statement.Where an impairment loss subsequently reverses,the carrying amount of the asset is increased
330、 to the revised estimate of its recoverable amount,but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior periods.A reversal of an impairment loss is recognised immediately in the gro
331、up income statement unless the impairment loss relates to goodwill in which case it is not reversed.(h)Leases(1)Where the group is the lesseeAssets held under finance leases,which transfer to the group substantially all the risks and benefits incidental to ownership of the leased item,are capitalise
332、d at the inception of the lease,with a corresponding liability being recognised for the lower of the fair value of the leased asset and the present value of the minimum lease payments.Lease payments are apportioned between the reduction of the lease liability and finance charges in the income statem
333、ent so as to achieve a constant rate of interest on the remaining balance of the liability.Leases where the lessor retains a significant portion of the risks and benefits of ownership of the asset are classified as operating leases and rentals payable are charged in the income statement on a straight line basis over the lease term.(2)Where the group is the lessorAssets leased out under operating l
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