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RNS Number : 5386P Gusbourne PLC 23 May 2024
23 May 2024
Gusbourne Plc
("Gusbourne", the "Company" or the "Group")
Final Results for the year ended 31 December 2023 & Notice of AGM
The Board of Gusbourne Plc (AIM: GUS) is pleased to announce its audited
results for the year ended 31 December 2023.
Robust net revenue growth, up 13% at £7.1m, gross profit up 30% at £4.8m and
Adjusted EBITDA loss narrowed to £0.7m, a 41% reduction from the prior
period.
2023 2022 Change
£'000 £'000 %
Net revenue & adjusted EBITDA
Net revenue ((1)) 7,052 6,243 13%
Gross profit 4,808 3,697 30%
Adjusted EBITDA ((2)) (669) (1,131) 41%
Gross profit % 68.2% 59.2%
Statutory results
Net revenue((1)) 7,052 6,243 13%
Gross profit 4,808 3,697 30%
Fair value movement in biological produce (46) (239)
Sales and marketing expenses (3,565) (3,479)
Administrative expenses (1,912) (1,481)
Depreciation (661) (601)
Total Administrative expenses (6,138) (5,561)
Operating profit/(loss) (1,376) (2,103)
Reconciliation of operating profit/(loss) to adjusted EBITDA
Operating profit/(loss) (1,376) (2,103)
Add back;
Depreciation 661 601
Aborted planning and capital expenditure write-off - 132
Fair value movement in biological produce 46 239
Adjusted EBITDA((2)) (669) (1,131)
((1)) Net revenue is revenue reported by the Group after excise duties payable
((2)) Adjusted EBITDA means profit/(loss)from operations before aborted
planning and capital expenditure write-off, fair value movement in biological
produce, interest, tax, depreciation and amortisation.
Highlights of 2023 include:
• UK wine sales growth up by 16.5% to £4.9m (2022: £4.2m),
maintaining strong double-digit sales growth across our direct to consumer
("DTC") and UK Trade sales channels, in spite of the challenging macroeconomic
environment in the second half of 2023.
• Net revenue* up by 13.0% to £7.1m (2022: £6.2m) with strong
growth across the Group's three main distribution channels:
o UK Trade sales up by 13% (2022: 53%) to £3.5m (2022: £3.1m)
o Direct to consumer ("DTC") net revenue which includes tours and related
cellar door operations in Kent, was up by 18% to £2.0m (2022: £1.7m)
o International sales up by 7% (2022: 78%) to £1.5m (2022: £1.4m)
• A five-year CAGR (compound annual growth rate) in net revenue of
41% (2022: 44%)
• Gross profit up by 30% to £4.1m (2022: £3.7m) with margin
significantly improved at 68.2% (2022: 59.2%)
• Adjusted EBITDA** loss narrowed to £0.7m (2022: £1.1m)
• Ongoing success in international and UK wine competitions with
an impressive number of awards for its wines, including gold medals and
trophies
* Net revenue represents Revenue after deducting excise duties
** Adjusted EBITDA means profit/(loss)from operations before aborted planning
and capital expenditure write-off, fair value movement in biological produce,
interest, tax, depreciation and amortisation.
Jonathan White, Chief Executive Officer, said:
"2023 saw significant financial, operational and strategic progress for
Gusbourne resulting in another year of double digit revenue growth. Good
performances were achieved across all three of the Group's distribution
channels as we continue to expand our customer base both in the UK and
overseas, reinforcing the Gusbourne brand as a leading light in the dynamic
and fast growing English fine wine market.
"Trading in 2024 has continued in line with our expectations. Whilst the
macro-economic environment remains complex with subdued consumer confidence
still causing hesitancy and cautiousness in many markets, consumer interest in
Gusbourne and English wine generally continues to grow across the globe,
strengthening our confidence in the Group's future prospects.
"We expect to benefit from increased supply and inventory in the year ahead as
our wines produced from mature vineyard holdings have aged in the cellar, and
the ongoing expansion of our international presence, with two new markets
already opened in 2024. In 2023 we harvested our biggest yield to date with
Chardonnay, Pinot Noir and Pinot Meunier grapes showing fine expressiveness
and we expect them to produce some outstanding wines, which will be bottled
during the summer of 2024, further adding to our inventory levels for sale in
future years.
"I was absolutely thrilled to be appointed Chief Executive Officer in January
2024 and am excited to be leading the business at this poignant moment for the
industry. I have thoroughly enjoyed my five and half years with Gusbourne and
am relishing the prospect of driving this special business forward into the
future, implementing our vision and growth strategy."
Annual General Meeting
The Company's annual report and accounts for the year ended 31 December 2023
will be posted to shareholders on Thursday 23 May 2024, together with notice
of the Annual General Meeting to be held at 11am on Friday 14 June 2024 at the
offices of Fieldfisher LLP at Riverbank House, 2 Swan Lane, London EC4R 3TT.
Watch here (https://bit.ly/Gusbourne_FY23_presentation) to see Jonathan
White, CEO & Katherine Berry, CFO present full year 2023 results for the
period ended 31 December 2023.
Enquiries:
Gusbourne Plc
Jonathan White +44 (0)12 3375 8666
Phil Clark, Investor Relations
Panmure Gordon (UK) Limited (Nomad and Sole Broker)
James Sinclair-Ford / Ailsa Macmaster +44 (0)20 7886 2500
Hugh Rich
Media:
Kate Hoare / Ben Robinson / India Spencer (Houston) +44 (0)20 4529 0549
gusbourne@houston.co.uk (mailto:gusbourne@houston.co.uk)
Note: This and other press releases are available at the Company's
website: www.gusbourne.com/investors (http://www.gusbourne.com/investors)
This announcement contains inside information for the purposes of article 7 of
the Market Abuse Regulation (EU) 596/2014 as amended by regulation 11 of the
Market Abuse (Amendment) (EU Exit) Regulations 2019/310. With the publication
of this announcement, this information is now considered to be in the public
domain.
Note to Editors
Gusbourne produces and distributes a range of high quality and award winning
vintage English sparkling wines from grapes grown in its own vineyards in Kent
and West Sussex.
The Gusbourne business was founded by Andrew Weeber in 2004 with the first
vineyard plantings at Appledore in Kent. The first wines were released in 2010
to critical acclaim. Following additional vineyard plantings in 2013 and 2015
in both Kent and West Sussex, Gusbourne now has 93 hectares of mature
vineyards. The NEST visitor centre was opened next to the winery in Appledore
in 2017, providing tours, tastings and a direct outlet for our wines.
Right from the beginning, Gusbourne's intention has always been to produce the
finest English sparkling wines. Starting with carefully chosen sites, we use
best practice in establishing and maintaining the vineyards and conduct green
harvests to ensure we achieve the highest quality grapes for each vintage. A
quest for excellence is at the heart of everything we do. We blind taste
hundreds of samples before finalising our blends and even after the wines are
bottled, they spend extended time on their lees to add depth and flavour. Once
disgorged, extra cork ageing further enhances complexity. Our winemaking
process remains traditional, but one that is open to innovation where
appropriate. It takes four years to bring a vineyard into full production and
a further four years to transform those grapes into Gusbourne's premium
sparkling wine.
Gusbourne's luxury brand enjoys premium price positioning and is distributed
in the finest establishments both in the UK and abroad. Our wines can be found
in leading luxury retailers, restaurants, hotels and stockists, always being
aware that where we are says a lot about who we are.
For more information, visit www.gusbourneplc.com
(http://www.gusbourneplc.com/)
Chairman's statement
The continued expansion of the global appetite for English fine wine has once
again underpinned Gusbourne's robust revenue growth, with 2023 marking another
year of good progress for the Group both at home and abroad. Since our first
vines were planted almost twenty years ago, Gusbourne has focused on building
strong foundations with a view to driving long-term value creation for all our
stakeholders, striving from the outset to establish and maintain a premium
product and market position, whilst achieving international brand recognition
and pursuing multiple revenue streams. The world class quality of our products
remains of critical importance and the latest milestone in this journey was
marked by the launch of the second vintage of our prestige sparkling wine,
Fifty One Degrees North, to notable critical acclaim worldwide.
All sales channels delivered growth during the year and our gross profit
increased by a very pleasing 30% on higher margins. Our DTC net revenue grew
by 18% to £2.0m, driven by cellar door operations in Kent, as customers
responded positively to an expanded product offering and increased Nest
capacity, as well as sales online and via new membership programmes. Our UK
Trade revenue grew by 13% to £3.5m as the industry continued to profile wine
produced in England and we opened a number of new accounts and listings. Our
international revenue grew by 7% to £1.5m as we increased our presence across
33 export markets, with distribution in more new territories planned in 2024
and beyond.
Our strategy is firmly on track to deliver against previously announced scale
and profitability ambitions. We remain fully committed to driving increasing
revenue across a growing range of premium sparkling and still wine products
combined with related experiential services which will help to further cement
the brand's luxury positioning. Delivering EBITDA breakeven is a key priority
for 2024.
The Board
We made several changes to our Board during the year to support Gusbourne's
ongoing growth and execution of our detailed corporate strategy. We appointed
Jonathan White as Chief Executive Officer in January 2024 after a rigorous
search process. Jonathan has been at Gusbourne since 2018, most recently as
Marketing Director. Simon Bradbury also joined the Board, as Chief Commercial
Officer, previously our Global Sales Director. We said farewell to the
retiring Paul Bentham and Andrew Weeber, as well as our previous Chief
Executive and Head Winemaker Charlie Holland. I would like to thank them
sincerely for their hard work and dedication in helping to establish Gusbourne
as the leading fine wine producer in England.
The Gusbourne Team
I remain extremely proud of the hard work and commitment shown by the entire
Gusbourne team who always
show up with a winning attitude. It was rewarding for the Board to be able to
make several internal promotions over the year, including Mary Bridges as Head
Winemaker and Alastair Benham as Head of Wine Operations, alongside Jonathan
and Simon being promoted to the Board.
Outlook
While the macro-economic outlook in the UK remains uncertain with consumer
confidence still fragile, the Board remains confident in the future success of
Gusbourne, who are well positioned as a leading light in the rapidly growing
English fine wine production market. We expect to continue seeing good
momentum in our D2C, Corporate, Global Travel Retail and International
channels, while trade sales in the UK are likely to remain cautious in the
short-term. We have all the key ingredients in place for long-term success
with great product, great distribution, and a great team. I very much look
forward to another exciting year ahead of targeting revenue growth and
adjusted EBITDA breakeven.
Jim Ormonde
Chairman
Chief Executive Officer's review
2023 was another year of significant financial, operational and strategic
progress for Gusbourne. Since our foundation in 2004, Gusbourne has strived to
create England's finest and most celebrated wines, by leveraging our core
assets - an unrelenting focus on craft, detail and quality, an enhanced
product portfolio and carefully curated distribution - and have taken
advantage of the long-term investments made into land and plantings over the
last 20 years. Combined with the ongoing global appetite for English wine, the
result has been another year of double digit revenue growth. The Group
reported £7.05m revenue, an increase of 13% compared to 2022, with all three
distribution channels expanding the customer base both in the UK and overseas,
reinforcing Gusbourne's brand as a leading light in the dynamic and fast
growing English fine wine market.
Gross profit was up by 30% and the gross margin improved significantly to
68.2% (2022: 59.2%). This reflected an improvement in distribution channel and
pricing mix (in part a result of lower growth in International sales, a lower
margin channel) along with the impact of our new and wider product mix
strategy. Operating costs, especially administration expenses, remain
carefully managed. We continue to invest in the Gusbourne brand, with
discretionary marketing investment to help support brand awareness and future
sales growth. The combination of good cost discipline and significant top-line
growth meant the Group achieved a material improvement in our cost to sales
ratio narrowing adjusted EBITDA loss for the year to £0.7m (2022: £1.1m
EBITDA loss).
I was honoured to be appointed Chief Executive Officer of Gusbourne in January
2024 and am thrilled to be leading England's foremost fine wine brand. I have
thoroughly enjoyed my five and half years with Gusbourne and am excited by the
prospect of driving this great business forward into the future, implementing
our vision and growth strategy.
The continued success of the Group is a testament to the diligent work of the
entire Gusbourne team. Their dynamism, enthusiasm and dedication are the
foundation of our business and I thank them all for their ongoing efforts and
continued loyalty. I have been touched by the support and commitment the team
has shown me since my appointment. I would also like to take this opportunity
to thank Charlie Holland for preparing such a carefully thought out succession
plan across the business. I also wish to recognise the integral role Charlie
performed in establishing the world class reputation Gusbourne wines now
command, as well as significantly growing our business, during his ten-year
tenure with the Group.
Group vision and growth strategy
The Group's vision is to continue to produce premium quality vintage wines
from grapes grown in our own vineyards and to promote Gusbourne as a luxury
brand. This will be achieved through our ongoing dedication to excellence in
all aspects, from vineyards to winemaking, customer service and support to
marketing, branding and the development of our team. It will be enhanced by
our prudently chosen commercial relationships and curated distribution
channels.
To deliver this, our growth strategy is based on three strategic pillars:
· Protect premium position. Gusbourne has a quality focus in
everything we do, starting in the vineyard and continuing into our winemaking,
distribution product range strategy and beyond. Our focus on fine wine quality
has consistently been recognised by critics across the world, and resulted in
a significant number of awards for our products. We are fiercely protective of
our premium positioning and by nurturing and protecting it, we maintain our
pricing and distribution power.
· Strengthen brand awareness. Closely associated with our premium
position, is our increasing brand awareness. The strength of our brand opens
up distribution opportunities and makes Gusbourne an attractive proposition
for our international market partners. We have invested heavily in the
Gusbourne brand and will continue to do so, through a very considered and
controlled approach. We do everything we can to provide our guests at the Nest
with a fantastic experience, so they become informal brand advocates and
spread positive word about Gusbourne among their friends, family and
professional networks. The strength of our brand, combined with the quality of
our products, gives us pricing power, the ability to expand our product range
and pricing hierarchy. This has underpinned the increase in our average
selling price over time.
· Drive multiple revenue streams. Gusbourne has multiple levers to
drive revenue growth in both the UK and overseas. The expansion of our
vineyards over the last decade, and maturing of the vines, has improved
productivity of the estate. With significant investment in inventory, we are
now well placed to service the growing demand for our products and have
expanded our international distributor network and direct sales force in the
UK accordingly. However, this is not just a volume growth story. We have
consistently demonstrated the ability to improve our pricing and product mix
enhancements through, with the introduction of limited edition products,
regular price increases and non-wine sales and other new products to our
range. We have a track record of driving Direct to Consumer business, our
highest gross margin channel, through our digital marketing and eCommerce
capabilities. Non-wine sales are also important, provided by the regular
programme of tasting and tour experiences and events offered at the Nest.
During 2023, we expanded our capacity, and have driven occupancy through the
burgeoning corporate sales channel. We see further opportunities to expand
the Nest in Kent and to create a second world-class customer experience at our
Sussex vineyard in the future.
Land
The Gusbourne business was founded in 2004 by Andrew Weeber with the first
vineyard plantings at Appledore in Kent. The first wines were released in 2010
to critical acclaim. In 2013 and 2015, additional vineyards were planted in
both Kent and West Sussex. At the end of 2022, the group had 93 hectares of
mature planted vineyards. The Group acquired a further 55 hectares in Kent
during 2022, the majority of which we plan to plant in the next few years. We
also plan to plant additional vineyards on existing land in Sussex and this
would give a total of approximately 152 hectares of land under vine.
Products
Right from its beginning, Gusbourne's intention has always been to produce the
finest English sparkling wines. Starting with carefully chosen sites, we use
best practice in establishing and maintaining the vineyards and conduct green
harvests to ensure we achieve the highest quality grapes for each vintage. A
quest for excellence is at the heart of everything we do. For our sparkling
wine, we blind taste hundreds of components before finalising our blends and
even after the wines are bottled, they spend extended time on their lees to
add depth and flavour. Once disgorged, extra cork ageing further enhances
complexity. Our winemaking process remains traditional, but one that is open
to innovation where appropriate. It takes four years to bring a vineyard into
full production and a further three years to transform those grapes into
Gusbourne's premium sparkling wine.
2022 saw the launch of the inaugural vintage of our prestige sparkling wine,
Fifty One Degree's North, a wine that represents the pinnacle of the Gusbourne
range and is positioned alongside the world's finest sparkling wines. The
response from the wine critics has been extremely positive and in 2023 we
released the second vintage, the 2016 during the year to further rave review.
Gusbourne also produce a growing range of premium vintage English still wines
which continue to win prestigious international awards and are so sought
after, that they are only available to customers on strict allocations. We
anticipate further expanding the range and supply of our still wines, which
along with other comparable still fine wines produced around the world, are
commercially released with less ageing in our cellars.
Recent awards
Gusbourne has received a record number of awards, gold medals and trophies for
its wines, winning more gold medals and trophies than ever before. .
Pleasingly, the breadth of awards extends across our range of still and
sparkling wines, and across multiple vintages too, highlighting the continued
and consistent excellence of our winemaking over many years. Highlights
include:
• Four trophies, including retaining Estate Winery of the Year at
the Wine GB awards
• Collecting the Vintage English Sparkling Wine Trophy at this
year's International Wine Challenge, along with eleven other medals
• Thirteen medals, including two golds, at the Decanter World Wine
Award
• Five gold medals at the Champagne and Sparkling Wine World
Championships
• Blanc de Noirs and Blanc de Blancs of the Year in the England
2022 Special Report
• Two Editor's Choice listings in Wine Enthusiast and four wines
scoring over 94 points
• A Judges' Selection and Platinum award at the Texsom Awards in
the USA
We were also thrilled that the Nest was recognised as UK Cellar Door of the
year at the Decanter Retailer Awards during 2023.
Distribution: Three sales channels
Gusbourne has three main sales channels, UK Trade, International and Direct to
Consumer, which all have
delivered significant growth during the year.
• UK Trade
UK Trade continued its strong progress with net revenue up by 13% (2022: 53%).
The Group has established new trade accounts across premium hotels and
restaurants, further strengthening its already high penetration to Michelin
star restaurants and 5-star hotels.
• International
Our wines were distributed to 33 countries around the world in 2023 as we grew
the Gusbourne brand globally, working with specialist distribution partners.
International sales have continued to thrive and grew by 7% (2022: 78%). The
brand has seen particularly strong momentum in the Nordics, Japan and the USA.
Continued investment in sales and marketing has enabled us to develop and
grow existing markets and expand into exciting new territories with
significant growth potential. The Group expects to add further countries in
2024 and beyond.
• Direct to Consumer
Both wine sales and tour and tasting events based on our cellar door
operations in Kent have continued to deliver strong
growth, with net revenue up 18% for 2023 compared to 2022.
DTC wine sales grew by 26% reflecting our ongoing investment in digital
marketing through the creation of rich and engaging content,
compelling wine offers and new and exciting product releases. DTC remains a
key strategic
direction for Gusbourne as we continue to develop our digital and physical
presence. Tour and tasting events at Gusbourne's successful cellar door
facility in Kent (the Nest), are now in their seventh full year of operation.
Situated amongst our vineyards and winery operations in Kent, this facility
offers an immersive experience allowing us to fully engage with our customers,
encouraging them to enjoy the vineyards, visit the winery and taste our wines
in a beautiful setting. We continue to improve and expand these services,
having carried out reconfiguration of space at the Nest, providing capacity
for more visitors to have a unique and unforgettable experience. During 2023
we also launched two new membership programmes which we expect to thrive in
2024 and beyond.
2023 Harvest
In 2023 we harvested our biggest yield to date. Following the warm growing
season of 2022, the vines emerged from winter in great health. Good weather
during the flowering period led to an abundance of fruit and the team's
careful management of the vines throughout the summer, which included a
rigorous quality-controlling green harvest, meant that the fruit quality and
quantity was very good. Harvest was completed under sunny skies and earlier
than in typical years, before the wet weather of autumn arrived. Chardonnay,
Pinot Noir and Pinot Meunier grapes show fine expressiveness and are expected
to produce some outstanding wines, which will be bottled during the summer of
2024, further adding to our inventory levels for sale in future years.
The English wine market
The English wine market remains highly dynamic and has continued to see
significant growth, in terms of supply, demand by UK consumers and demand in
international markets. This is an exciting time for English wines, with brands
like Gusbourne at the forefront of the creation of a fine wine market and
establishing wines from the UK on the global stage.
Data from WineGB, the industry body for the English wine trade, reports
plantings have increased by 70% over the last five years, with Chardonnay,
Pinot Noir and Pinot Meunier the most significant varietals. Sparkling wines
account for approximately 70% of total production and still wines 30%.
Sales of UK wine in the UK market are over nine million bottles, with a
growing presence of UK wines in the exports markets. Key exports markets for
the industry are Norway, USA, Sweden, Japan and Hong Kong. Gusbourne has a
strong presence in all of these markets, with significant further growth
potential ahead.
Current trading and outlook
The macro-economic environment remains complex with consumer confidence still
affected by inflationary pressures and causing hesitancy in many markets. At
the same time, consumer interest in Gusbourne wine and English wine generally
continues to grow across the globe. Against this backdrop, we remain
confident about Gusbourne's future prospects and expect to deliver another
year of good growth across all our distribution channels. Gusbourne has the
benefit of increased supply and inventories from the expansion of the land
planted in recent years, maturity of the vines and the ongoing expansion of
its international presence, with two new markets already opened in 2024. The
increased revenue base combined with anticipated improvement in gross margin
and cost discipline is expected to see the Group deliver EBITDA breakeven for
the current financial year. Longer-term, increases in production from new
vineyards are expected to drive further revenue growth and margin improvement
through scale.
Jonathan White
Chief Executive
Chief Financial Officer's review
Net revenue and adjusted EBITDA - 5 year summary
Years ended 31 December 2019 2020 2021 2022 2023
£'000 £'000 £'000 £'000 £'000
Net revenue* 1,653 2,109 4,191 6,243 7,052
Cost of sales (735) (879) (1,847) (2,546) (2,244)
Gross profit 918 1,230 2,344 3,697 4,808
Sales and marketing expenses (1,389) (1,478) (2,460) (3,479) (3,565)
Administration expenses ** (814) (1,073) (1,336) (1,349) (1,912)
Adjusted EBITDA (loss)/profit*** (1,285) (1,321) (1,452) (1,131) (669)
Aborted planning and capital expenditure write-off - - - (132) -
Fair value movement in biological produce (172) (221) (704) (239) (46)
EBITDA**** (1,457) (1,542) (2,156) (1,502) (715)
Net revenue annual growth % 31.1% 27.6% 98.7% 49.0% 13.0%
Net revenue 5 year CAGR 30.7% 34.8% 45.6% 44.3% 41.1%
Gross profit % 55.5% 58.3% 55.9% 59.2% 68.2%
Sales and marketing % 84% 70% 59% 56% 51%
Administration expenses % 49% 51% 32% 22% 27%
Adjusted EBITDA (loss)/profit % -78% -63% -35% -18% -9%
* Net revenue represents Revenue after deducting excise duties
** Excluding depreciation
*** Adjusted EBITDA means profit/(loss)from operations before aborted
planning and capital expenditure write-off, fair value movement in biological
produce, interest, tax, depreciation and amortisation.
**** EBITDA means profit from operations/(loss from operations) before
interest, tax, depreciation and amortisation.
Net revenue by distribution channel - 5 year summary
Years ended 31 December 2019 2020 2021 2022 2023 2023 2022
£'000 £'000 £'000 £'000 £'000 % Growth % Growth
Net revenue
Direct to Consumer (DTC)* 299 586 1,016 1,185 1,489 25.7 16.5
UK Trade 934 721 1,997 3,058 3,454 12.9 53.2
UK Wine Sales 1,233 1,307 3,013 4,243 4,943 16.5 40.8
International 292 634 781 1,391 1,494 7.4 78.0
Net wine sales 1,525 1,941 3,795 5,634 6,437 48.5 48.5
Tour and related income (DTC)* 71 90 309 525 525 0.0 69.9
Other Income 57 78 87 84 90 7.5 -3.4
Total net revenue 1,653 2,109 4,191 6,243 7,052 13.0 49.0
Percentages of total net revenue
Direct to Consumer (DTC) 22.4% 32.1% 31.6% 27.4% 28.6%
UK Trade 56.5% 34.2% 47.6% 49.0% 49.0%
International 17.7% 30.1% 18.6% 22.3% 21.2%
Other Income 3.4% 3.7% 2.1% 1.3% 1.3%
Total 100.0% 100.0% 100.0% 100.0% 100.0%
* DTC total net revenue £2,014,000 (2022: £1,710,000), 18% growth versus
prior year (2022: 29%)
Net revenue
Net revenue for the year was up by 13% (2022: 49%) to £7.05m (2022: £6.24m,
2021: £4.19m, 2020: £2.11m and 2019: £1.65m), reflecting continued robust
sales growth across our three main distribution channels:
• UK Trade sales grew by 13% to £3.45m. UK Trade sales represent
49% (2022: 49%) of net revenue. The Company continues to establish new trade
accounts across premium hotels and restaurants and open new business through
the fast growing corporate and partnerships channel;
• Direct to consumer net revenue which includes tours and related
cellar door operations in Kent grew by 18% to £2.01m DTC represents 29%
(2022: 27%) of net revenue for the year. DTC wine sales grew by a 26%, the
strong growth was driven by investment in digital marketing and direct wine
sales arising from our tour and experience; and
• International sales grew by 7% (2022: 78%) to £1.49m (2022:
£1.39m) and represented 21% of total net revenue (2022: 22%).
Gross profit
The gross profit increased by 30% to £4.1m (2022: £3.7m), with gross profit
margin on net revenue up to 68.2% (2022: 59.2%), largely due to distribution
channel and pricing mix factors. Gross profit margin is one of the main KPI's
of the Group which it aims to maintain and enhance, and which derives from a
number of key variables:
· The historic cost of wine inventories, based on production costs
up to four years prior to sale;
· The sales distribution mix, with DTC generally at higher margins
at gross profit level than the other two main channels;
· The product distribution mix with more premium product offerings
now being introduced and further enhancing overall gross margins;
· Selected inflationary price adjustments to recover the Group's
own increasing costs, where and when appropriate; and
· Direct distribution costs.
These variables are monitored and optimized as part of the Group's forward
planning to maintain and enhance its gross profit margins.
Adjusted EBITDA loss
The Group narrowed its adjusted EBITDA operating loss for the year to £0.7m
(2022: £1.1m). This was after charging sales and marketing expenses of
£3.6m (2022: £3.5m) and administrative expenses of £1.9m (2022: £1.3m).
Administrative expenses have increased by over £0.5m due to inflationary
increases and planned discretionary spend. Sales and marketing expenses have
remained consistent with the previous year and continue to include key planned
elements of discretionary investment spend to support the ongoing brand
development and the potential longer-term sales growth of the Group.
Sales and marketing costs as a percentage of net revenue has continued to
decline in recent years and represented 51% of net revenue for the year, down
from 56% in 2022. It is expected that these costs will continue to decline as
a percentage of net revenue over the coming years.
Finance expenses
Finance expenses for the year amounted to £1.6m (2022: £0.5m) and reflect
the interest expense on the Group's long-term secured debt from PNC of £1.1m
(2022: £0.5m), together with the full amortisation of bank transaction costs,
£0.5m (2022 £0.0m), following the notice given to PNC to end the agreement.
Tax
The Group reported a tax credit of £38,000 (2022: £73,000) relating to
research and development tax credits. At 31 December 2023, the Group had tax
loses available to carry forward of £23.2m (2022: £20.7m).
Earnings per share
The Group reported a basic loss per share of 4.89 pence (2022: 4.17 pence).
Key Performance Indicators
Balance Sheet assets* - 5 year summary
Years ended 31 December 2019 2020 2021 2022 2023
£'000 £'000 £'000 £'000 £'000
Assets
Freehold land and buildings 6,383 6,263 6,134 7,830 7,937
Right of use assets 2,068 2,022 1,976 1,930 2,587
Vineyards 3,144 3,004 2,858 2,712 2,569
Plant, machinery and other equipment 1,636 1,504 1,375 1,726 1,772
Other receivables 90 38 32 16 -
Total non current assets 13,321 12,831 12,375 14,214 14,865
Inventories 7,463 9,325 10,638 12,579 15,546
Trade and other receivables 707 869 1,275 1,291 1,836
Trade and other payables (752) (769) (1,118) (1,500) (1,880)
Working capital 7,418 9,425 10,795 12,370 15,502
Total operating assets 20,739 22,256 23,170 26,584 30,367
Cash 1,009 262 3,128 269 71
Goodwill 1,007 1,007 1,007 1,007 1,007
Total assets 22,755 23,525 27,305 27,860 31,445
Assets
Freehold land and buildings
6,383
6,263
6,134
7,830
7,937
Right of use assets
2,068
2,022
1,976
1,930
2,587
Vineyards
3,144
3,004
2,858
2,712
2,569
Plant, machinery and other equipment
1,636
1,504
1,375
1,726
1,772
Other receivables
90
38
32
16
-
Total non current assets
13,321
12,831
12,375
14,214
14,865
Inventories
7,463
9,325
10,638
12,579
15,546
Trade and other receivables
707
869
1,275
1,291
1,836
Trade and other payables
(752)
(769)
(1,118)
(1,500)
(1,880)
Working capital
7,418
9,425
10,795
12,370
15,502
Total operating assets
20,739
22,256
23,170
26,584
30,367
Cash
1,009
262
3,128
269
71
Goodwill
1,007
1,007
1,007
1,007
1,007
Total assets
22,755
23,525
27,305
27,860
31,445
Balance Sheet liabilities and equity*
Years ended 31 December 2019 2020 2021 2022 2023
£'000 £'000 £'000 £'000 £'000
Debt
PNC Business Credit (Asset finance facilities) - 6,613 9,326 12,373 16,627
Other bank debt 2,058 - - - -
Deep discount bonds 3,001 5,132 - - -
Short term debt 3,379 544 - - 1,500
Lease liabilities 2,123 2,108 2,094 2,078 2,763
Total debt 10,561 14,397 11,420 14,451 20,890
Equity 12,194 9,128 15,885 13,409 10,055
Total liabilities 22,755 23,525 27,305 27,860 31,445
Debt
PNC Business Credit (Asset finance facilities)
-
6,613
9,326
12,373
16,627
Other bank debt
2,058
-
-
-
-
Deep discount bonds
3,001
5,132
-
-
-
Short term debt
3,379
544
-
-
1,500
Lease liabilities
2,123
2,108
2,094
2,078
2,763
Total debt
10,561
14,397
11,420
14,451
20,890
Equity
12,194
9,128
15,885
13,409
10,055
Total liabilities
22,755
23,525
27,305
27,860
31,445
* Excluding trade and other payables
Balance Sheet
The Group's balance sheet reflects the long-term nature of the sparkling wine
industry and the important investments that have already been made to support
the long-term growth ambitions of the Group. The production of premium quality
wine from new vineyards is, by its very nature, a long-term project of at
least ten years. It takes around two years to select and prepare optimal
vineyard sites and order the appropriate vines for planting. It takes a
further four years from planting to bring a vineyard into full production and
a further four years to transform these grapes into Gusbourne's premium
sparkling wine. This requires capital expenditure on vineyards and related
property, plant and equipment as well as significant working capital to
support inventories over the long production cycle.
The total assets employed in the business at 31 December 2023 was £31.4m
(2022: £27.9m) represented by the following principle operating assets:
Fixed assets
· 196 hectares of Freehold land and buildings of £7.9m (2022:
£7.8m) - with buildings at cost less depreciation
· 93 hectares of mature vineyards of £2.6m (2022: £2.7m) - at
cost less depreciation
· Plant, machinery and other equipment of £1.8m (2022: £1.7m) -
at cost less depreciation
· Right of use assets (under IFRS 16) of £2.6m (2022: £1.9m)
Inventories
Inventories at 31 December 2023 at the lower of cost and net realisable value
amounted to £15.5m (2022: £12.6m). These inventories represent wine in its
various stages of production from wine in tank from the last harvest to the
finished products which take around four years to produce from the time of
harvest. These additional four years reflect the time it takes to transform
our high-quality grapes into Gusbourne's premium sparkling wine. An important
point to note is that these wine inventories already include the wine (at its
various stages of production) to support sales planned for at least the next
four years. The anticipated underlying surplus of net realisable value over
the cost of these wine inventories, which is not reflected in these accounts,
will become an increasingly significant factor of the Group's asset base as
these inventories continue to grow.
Cash flow
The Group's operating cash outflow flow for the year was £3.5m (2022: £2.9m)
This represented an Adjusted EBITDA loss of £0.7m (2022: £1.1m loss) and net
working capital outflows (mostly an increase in wine inventories) of £2.9m
(2022: £1.8m).
Capital expenditure was £1.5m for 2023 (2022: £2.5m) and included the
additional lease in the right to use asset (£0.8m) purchase of plant and
machinery (£0.4m) and building improvements (£0.3m). The capital
expenditure was financed by the Group's own cash resources and the working
capital was financed by additional drawings from the PNC facility.
Financing and net debt
At 31 December 2023 the Group's total assets of £31.4m (2022: £27.9m) were
financed by:
· Shareholder's equity of £10.6m (2022: £13.4m)
· Secured debt from PNC of £16.6m (2022: £12.4m). The PNC
facilities are provided on a revolving basis over a minimum period of 5 years
to 12 August 2027 and allow flexible drawdown and repayments in line with the
Group's working capital requirements. On 15 August 2022 these asset -based
lending facilities were extended by an additional £6.0m from the existing
£10.5m to £16.5m. The interest rate is at the annual rate of 2.50% per
cent over Bank of England Base Rate). The Group gave notice to terminate the
agreement in 2023 and therefore the £16.6m creditor is £16.3m debt and
£0.3m accelerated loan cost amortisation.
· Short term unsecured debt of £1.5m (2022: £0.0m).
· Lease liabilities under IFRS 16 of £2.7m (2022: £2.1m).
At 31 December 2023, the Group's net debt (PNC facility less Cash, excluding
IFRS16 lease liabilities) amounted to £18.1m (2022:£12.1m). In January 2024
the Group subsequently issued a Deep Discount Bond for £20.0m, repaid the PNC
facility and the short-term loan of £1.5m.
Katharine Berry
Chief Financial Officer
Consolidated statement of comprehensive income for the year ended 31 December
2023
Year ended Year ended 31 December
31 December
2023 2022
Note £'000 £'000
Revenue 7,665 6,858
Excise duties (613) (615)
Net revenue 7,052 6,243
Cost of sales (2,244) (2,546)
Gross profit 4,808 3,697
Fair value movement in biological produce (46) (239)
Administrative expenses (6,138) (5,561)
Loss from operations (1,376) (2,103)
Finance expenses (1,627) (496)
Loss before tax (3,003) (2,599)
Tax credit 38 74
Loss and total comprehensive loss for the year attributable to owners of the (2,965) (2,525)
parent
Loss per share attributable to the ordinary equity holders of the parent:
Basic (pence) 4 (4.89) (4.17)
Diluted (pence) 4 (4.88) (4.15)
Consolidated statement of financial position at 31 December 2023
31 December 31 December
2023 2022
Note £'000 £'000
Assets
Non-current assets
Intangibles 1,007 1,007
Property, plant and equipment 5 14,865 14,198
Other receivables - 16
15,872 15,221
Current assets
Biological Produce 6 - -
Inventories 7 15,546 12,579
Trade and other receivables 1,836 1,291
Cash and cash equivalents 71 269
17,453 14,139
Total assets 33,325 29,360
Liabilities
Current liabilities
Trade and other payables (1,880) (1,500)
Lease liabilities 9 (251) (84)
Loans and borrowings 8 (18,127) -
(20,258) (1,584)
Non-current liabilities
Loans and borrowings 8 - (12,373)
Lease liabilities 9 (2,512) (1,994)
(2,512) (14,367)
Total liabilities (22,770) (15,951)
Net assets 10,555 13,409
31 December 31 December
2023 2022
Note £'000 £'000
Issued capital and reserves attributable to owners of the parent
Share capital 10 12,192 12,191
Share premium 21,190 21,144
Merger reserve (13) (13)
Share option reserve 71 7
Retained earnings (22,885) (19,920)
Total equity 10,555 13,409
Consolidated statement of cash flows for the year ended 31 December 2023
31 December 31 December
2023 2022
£'000 £'000
Cash flows from operating activities
Loss for the year before tax (3,003) (2,599)
Adjustments for:
Depreciation of property, plant and equipment 661 601
Sale of property, plant and equipment (14) (28)
Finance expense 1,627 496
Fair value movement in biological produce 46 239
Equity share options issued 64 7
(Decrease)/Increase in trade and other receivables (491) 74
Increase in inventories (2,742) (2,049)
Increase in trade and other payables 380 385
Cash outflow from operations (3,472) (2,874)
Investing activities
Purchases of property, plant and equipment, excluding vineyard establishment (1,485) (2,502)
Sale of property, plant and equipment 16 28
Net cash used in investing activities (1,469) (2,474)
Financing activities
Revolving facility repayments (4,829) (4,547)
Revolving facility drawdowns 8,570 7,620
Financing Agreements entered into 792 -
Loan issue costs - (66)
Repayment of lease liabilities (223) (101)
Issue of short term loan facility 1,500 -
Interest paid (1,114) (456)
Issue of ordinary shares 52 46
Share issue expense (5) (7)
Net cash from financing activities 4,743 2,489
Net increase/(decrease) in cash and cash equivalents (198) (2,859)
Cash and cash equivalents at the beginning of the year 269 3,128
Cash and cash equivalents at the end of the year 71 269
Consolidated statement of changes in equity for the year ended 31 December
2023
Share Total attributable
Share Share Merger option Retained to equity
capital premium reserve reserve earnings holders of parent
£'000 £'000 £'000 £'000 £'000 £'000
1 January 2022 12,190 21,103 (13) - (17,395) 15,885
Comprehensive loss for the year - - - - (2,525) (2,525)
Share issue 1 48 - - - 49
Share issue expenses - (7) - - - (7)
Equity share options issued - - - 7 - 7
31 December 2022 12,191 21,144 (13) 7 (19,920) 13,409
1 January 2023 12,191 21,144 (13) 7 (19,920) 13,409
Comprehensive loss for the year - - - - (2,965) (2,965)
Share issue 1 51 - - - 52
Share issue expenses - (5) - - - (5)
Equity share options issued - - - 64 - 64
31 December 2023 12,192 21,190 (13) 71 (22,885) 10,555
1 Accounting policies
Gusbourne PLC (the "Company") is a company incorporated and domiciled in the
United Kingdom and quoted on the London Stock Exchange's AIM market. The
consolidated financial statements of the Group for the year ended 31 December
2023 comprise the Company and its subsidiaries (together referred to as the
"Group").
Basis of preparation
The Group's consolidated financial statements and the Company's financial
statements have been prepared in accordance with UK adopted international
accounting standards. The Company's financial statements are presented on
pages 82 to 88.
The following accounting policies have been applied consistently in dealing
with items which are considered material in relation to the Group's financial
statements.
The financial statements are presented in pounds sterling. They have been
prepared on the historical cost basis except that biological produce is stated
at fair value.
Going concern
The consolidated financial statements have been prepared on a going concern
basis in accordance with UK adopted international accounting standards.
In coming to their conclusion the Directors have considered the Group's loss
and cash flow based on the Group's approved 3 year plans for the period of at
least 12 months from the date these financial statements were approved.
The Group's major shareholder proposed in 2023, to replace the existing PNC
borrowing facility with a new and enlarged facility on very similar terms and
conditions to the PNC borrowing facility. The Group gave notice to close down
the PNC facility in December 2023. In January 2024 the Group issued a Deep
Discount Bond for £20.0m, repaid the PNC facility and the short-term loan of
£1.5m.
The Directors have considered a scenario in which the only cash available is
from the new agreed facility and planned but not yet committed capital
expenditure is deferred. As at 31 December 2023 £18.0m was available to the
Group, of which £0.3m was unutilised; represented by cash in hand and at bank
of £0.1m and undrawn funds from the Group's asset-based lending facility of
£0.2m. In January 2024 the PNC debt and short-term loan were replaced with a
Deep Discount Bond for £20.0m. Under this scenario the available lending
facilities and cash held at bank, cover working capital requirements without
the need for an increased lending facility.
In coming to their going concern conclusion, and in the light of the
uncertainty due to current economic conditions, the Directors have also run
various downside "stress test" scenarios. These scenarios assess the impact of
potential worsening economic conditions on the Group over the next 12 months
and in particular a reduction of 10% of gross sales from that included within
the Group 3-year plan. These stress tests indicate the Group can withstand
this ongoing adverse impact on revenues and cashflow for at least the next 12
months. Under this scenario the directors have modelled the impact of certain
additional cost mitigation actions, in relation to variable and discretionary
costs. The directors believe that sufficient cost savings could be achieved
from reducing sales and marketing and administrative costs; no expansion of
winery and vineyard costs and reducing capital expenditure to enable the Group
to continue as a going concern for the next 12 months. Under this scenario,
the Group could continue to operate within the available lending facilities
and cash held at bank without the need for an increased lending facility.
IFRS 16 Leases
The Group has entered into a number of long term leases in respect of land and
buildings in West Sussex on which the Group has planted vineyards. The leases
have a remaining life of 41 and 46 years. In 2023 the Group entered into a
long term lease agreement on a storage building, the lease has a remaining
life of 5 years.
Lease liabilities are measured at the present value of the contractual
payments due to the lessor over the lease term, with the discount rate
determined by reference to the rate inherent in the lease unless this is not
readily determinable, in which case The Group's incremental borrowing rate on
commencement of the lease is used. Variable lease payments are only included
in the measurement of the lease liability if they depend on an index or rate.
In such cases, the initial measurement of the lease liability assumes the
variable element will remain unchanged throughout the lease term. Other
variable lease payments are expensed in the period to which they relate.
Right-of-use assets are initially measured at the amount of the lease
liability.
Subsequent to initial measurement lease liabilities increase as a result of
interest charged at a constant rate on the balance outstanding and are reduced
for lease payments made. Right-of-use assets are amortised on a straight-line
basis over the remaining term of the leases. When the Group revises its
estimate of the term of any lease (because, for example, it reassesses the
probability of a lessee extension or termination option being exercised), it
adjusts the carrying amount of the lease liability to reflect the payments to
make over the revised term, which are discounted at the same discount rate
that applied on lease commencement. The carrying value
of lease liabilities is similarly revised when the variable element of future
lease payments dependent on a rate or index is revised. In both cases an
equivalent adjustment is made to the carrying value of the right-of-use asset,
with the revised carrying amount being amortised over the remaining (revised)
lease term.
Basis of consolidation
The Group's financial statements consolidate the financial statements of the
Company and its subsidiary undertakings. Subsidiaries are entities controlled
by the Company. Control exists when the Company has the power, directly or
indirectly, to govern the financial and operating policies of an entity so as
to obtain benefits from its activities and the ability to use its power over
the investee to affect the amounts of the Group's returns and which generally
accompanies interest of more than one half of the voting rights. In assessing
control, potential voting rights that presently are exercisable or convertible
are taken into account. The results of any subsidiaries sold or acquired are
included in the Group income statement up to, or from, the date control
passes. Intra-Group sales and profits are eliminated fully on consolidation.
On acquisition of a subsidiary, all of the subsidiary's separable,
identifiable assets and liabilities existing at the date of acquisition are
recorded at their fair values reflecting their condition at that date. On
disposal of a subsidiary, the consideration received is compared with the
carrying cost at the date of disposal and the gain or loss is recognised in
the income statement. The excess of the cost of acquisition over the fair
value of the Group's share of the identifiable net assets is recorded as
goodwill. Intercompany transactions, balances and unrealised gains on
transactions between group companies are eliminated. Subsidiaries' results are
amended where necessary to ensure consistency with the policies adopted by the
Group.
Revenue
The majority of the group's revenue is derived from selling goods with revenue
recognised at a point in time when control of the goods has transferred to the
customer. This is generally when the goods are delivered to the customer.
However, for export sales, control might also be transferred when the goods
are dispatched by the Group or delivered either to the port of departure or
port of arrival, depending on specific terms of the contract with a customer.
There is limited judgement needed in identifying the point control passes:
once physical delivery of the products to the agreed location has occurred,
the group no longer has physical possession, usually will have a present right
to payment and retains none of the significant risks and rewards of the goods
in question.
All of the Group's revenue is derived from fixed price contracts and therefore
the amount of revenue to be earned from each contract is determined by
reference to those fixed prices.
For all contracts there is a fixed unit price for each product sold.
Therefore, there is no judgement involved allocating the contract price to
each unit ordered in such contracts (it is the number of units multiplied by
the fixed unit price for each product sold). Where a customer orders more than
one product line, the Group is able to determine the split of the total
contract price between each product line by reference to each product's
standalone selling prices (all product lines are capable of being, and are,
sold separately).
Revenue from vineyard tours and tastings is recognised on the date on which
the tour or tasting takes place.
Net revenue is revenue less excise duties. The Group incurs excise duties in
the United Kingdom and is a production tax which becomes payable once the
Group's products are removed from bonded premises and are not directly related
to the value of revenue. It is not included as a separate item on invoices
issued to customers. Where a customer fails to pay for the Group's products
the Group cannot reclaim the excise duty. The Group therefore recognises
excise duty as a cost of the Group.
Financial assets
Debt instruments at amortised cost
These assets are non-derivative financial assets with fixed or determinable
payments that are not quoted in an active market. They arise principally
through the provision of goods to customers (e.g. trade receivables), but also
incorporate other types of contractual monetary asset. They are initially
recognised at fair value plus transaction costs that are directly attributable
to their acquisition or issue, and are subsequently carried at amortised cost
using the effective interest rate method, less provision for impairment. The
financial assets meet the SPPI test and are held in a 'hold to collect'
business model and therefore classified at amortised cost.
Impairment provisions for current and non-current trade receivables are
recognised based on the simplified approach within IFRS 9 using a provision
matrix in the determination of the lifetime expected credit losses. During
this process the probability of the non-payment of the trade receivables is
assessed. This probability is then multiplied by the amount of the expected
loss arising from default to determine the lifetime expected credit loss for
trade receivables. The historical loss rates are adjusted for current and
forward looking information relevant to the Group's customers.
For trade receivables, which are reported net, such expected credit losses are
recognised within administrative expenses in the consolidated statement of
comprehensive income. On confirmation that the trade receivable will not be
collectable, the gross carrying value of the asset is written off against the
associated provision.
Cash and cash equivalents
Cash and cash equivalents includes cash in hand, deposits held at call with
banks, other short term highly liquid investments with original maturities of
three months or less.
Financial liabilities
Borrowings
Borrowings are initially recognised at fair value net of any transaction costs
directly attributable to the loan. They are subsequently measured at amortised
cost with interest charged to the statement of comprehensive income based on
the effective interest rate of the borrowings.
Warrants
Warrants issued to shareholders as part of an equity fund raise are accounted
for as equity instruments. See note 11 for details.
Trade and other payables
Comprises trade payables and other short-term monetary liabilities, which are
initially recognised at fair value and subsequently carried at amortised cost
using the effective interest method.
Share capital
Financial instruments issued by the Group are classified as equity only to the
extent that they do not meet the definition of a financial liability. The
Group's ordinary shares are classified as equity instruments.
Deferred taxation
Deferred tax assets and liabilities are recognised where the carrying amount
of an asset or liability in the consolidated statement of financial position
differs from its tax base, except for differences arising on:
the initial recognition of goodwill;
the initial recognition of an asset or liability in a transaction which is not
a business combination and at the time of the transaction affects neither
accounting or taxable profit; and
investments in subsidiaries and jointly controlled entities where the Group is
able to control the timing of the reversal of the difference and it is
probable that the difference will not reverse in the foreseeable future.
Recognition of deferred tax assets is restricted to those instances where it
is probable that taxable profit will be available against which the difference
can be utilised.
The amount of the asset or liability is determined using tax rates that have
been enacted or substantively enacted by the reporting date and are expected
to apply when the deferred tax liabilities/(assets) are settled/ (recovered).
Deferred tax assets and liabilities are offset when the Group has a legally
enforceable right to offset current tax assets and liabilities and the
deferred tax assets and liabilities relate to taxes levied by the same tax
authority on either:
the same taxable group company; or
different group entities which intend either to settle current tax assets and
liabilities on a net basis, or to realise the assets and settle the
liabilities simultaneously, in each future period in which significant amounts
of deferred tax assets or liabilities are expected to be settled or recovered.
Intangible Assets
Goodwill
Goodwill arises where a business is acquired and a higher amount is paid for
that business than the fair value of the assets and liabilities acquired.
Transaction costs attributable to acquisitions are expensed to the income
statement.
Goodwill is recognised as an asset in the statement of financial position and
is not amortised but is subject to an annual impairment review. Impairment
occurs when the carrying value of goodwill is greater than the recoverable
amount which is the higher of the value in use and fair value less disposal
costs. The present value of the estimated future cash flows from the
separately identifiable assets, termed a 'cash generating unit' is used to
determine the fair value less cost of disposal to calculate the recoverable
amount. The Group prepares and approves formal long term business plans for
its operations which are used in these calculations.
Brand
Brand names acquired as part of acquisitions of businesses are capitalised
separately from goodwill as intangible assets if their value can be measured
reliably on initial recognition and it is probable that the expected future
economic benefits that are attributable to the asset will flow to the Group.
Brand names have been assessed as having an indefinite life and are not
amortised but are subject to an annual impairment review. Impairment occurs
when the carrying value of the brand name is greater than the present value of
the estimated future cash flows.
Property, plant and equipment
Items of property, plant and equipment are initially recognised at cost. As
well as the purchase price, cost includes directly attributable costs.
Freehold land is not depreciated.
Vineyard establishment represents the expenditure incurred to plant and
maintain new vineyards until the vines reach productivity. Once the vineyards
are productive the accumulated cost is transferred to mature vineyards and
depreciated over the expected useful economic life of the vineyard. Vineyard
establishment is not depreciated.
Depreciation is provided on all other items of property, plant and equipment
so as to write off their carrying value over their expected useful economic
lives. It is provided at the following rates:
Freehold buildings 4% per annum straight line
Plant, machinery and motor vehicles 5-33% per annum straight line
Computer equipment 33% per annum straight line
Mature vineyards 4% per annum straight line
The carrying value of property, plant and equipment is reviewed for impairment
when events or changes in circumstances indicate that the carrying value may
not be recoverable.
Biological assets and produce
Agricultural produce is accounted for under IAS 41 Agriculture. Harvesting of
the grape crop is ordinarily carried out in October. The grapes are therefore
measured at fair value less costs to sell in accordance with IAS 41 with any
fair value gain or loss shown in the consolidated statement of comprehensive
income. The fair value of grapes is determined by reference to estimated
market prices at the time of harvest. Generally there is no readily obtainable
market price for the Group's grapes because they are not sold on the open
market, therefore management set the values based on their experience and
knowledge of the sector including past purchase transactions. This measurement
of fair value less costs to sell is the deemed cost of the grapes that is
transferred into inventory upon harvest.
Under IAS 41, the agricultural produce is also valued at the end of each
reporting period, with any fair value gain or loss shown in the consolidated
statement of comprehensive income. Bearer plants are accounted for under IAS
16 and are held at cost.
Inventories
Inventories are initially recognised at cost, and subsequently at the lower of
cost and net realisable value. Cost comprises all costs of purchase, costs of
conversion and other costs, including depreciation on right of use assets and
interest on lease liabilities, incurred in bringing the inventories to their
present location and condition. Grapes grown in the Group's vineyards are
included in inventory at fair value less costs to sell at the point of harvest
which is the deemed cost for the grapes.
Weighted average cost is used to determine the cost of ordinarily
interchangeable items.
Leased assets
All leases are accounted for by recognising a right-of-use asset and a lease
liability except for leases of low value assets and leases with an expected
full term of 12 months or less.
Lease liabilities are measured at the present value of the unpaid contractual
payments over the expected lease term, with the discount rate determined by
reference to the rate inherent in the lease unless (as is typically the case)
this is not readily determinable, in which case the Group's incremental
borrowing rate on commencement of the lease is used. On initial recognition,
the carrying value of the lease liability also includes amounts expected to be
payable under any residual value guarantee; the exercise price of any purchase
option granted in favour of the Group if it is reasonably certain to exercise
that option; and any penalties payable for terminating the lease, if the term
of the lease has been estimated on the basis of termination option being
exercised.
Right-of-use assets are initially measured at the amount of the lease
liability, reduced for any lease incentives received, and increased for lease
payments made at or before commencement of the lease and initial direct costs
incurred.
Right-of-use assets are initially measured at the amount of the lease
liability, reduced for any lease incentives received, and increased for lease
payments made at or before commencement of the lease and initial direct costs
incurred.
Subsequent to initial measurement, lease liabilities increase as a result of
interest charged at a constant rate on the balance outstanding and are reduced
for lease payments made. Right-of-use assets are amortised on a straight-line
basis over the remaining term of the lease or over the remaining economic life
of the asset if this is judged to be shorter than the lease term.
When the Group revises its estimate of the term of any lease, it adjusts the
carrying amount of the lease liability to reflect the payments to make over
the revised term, which are discounted at a revised discount rate that is
implicit in the lease for the remainder of the lease term. The carrying value
of lease liabilities is similarly revised if any variable element of future
lease payments dependent on a rate or index is revised. In both cases, an
equivalent adjustment is made to the carrying value of the right-of-use asset,
with the revised carrying amount being amortised over the remaining lease
term.
Right-of-use assets are reviewed regularly to ensure that the useful economic
life of the asset is still appropriate based on the usage of the asset. Where
the asset has reduced in value the Group considers the situation on an
asset-by-asset basis and either treats the reduction as an acceleration of
depreciation or as an impairment under IAS 36 'Impairment of Assets'. An
acceleration of depreciation occurs in those cases where there is no
opportunity or intention to utilise the asset before the end of the lease.
Exceptional items
Exceptional items are those which, by virtue of their nature, size or
incidence, either individually or in aggregate, need to be disclosed
separately to allow full understanding of the underlying performance of the
Group.
Share based payments
The Group has issued share options to certain employees, in return for which
the Group receives services from employees. The fair value of the employee
services received in exchange for the grant of the options is recognised as an
expense, the Group recognise the options at their fair value at the grant date
to establish the relevant fair values for PSP & CSOP options.
The total amount to be expensed is determined by reference to the fair value
of the options granted including any market performance conditions (for
example the Group's share price) but excluding the impact of any service or
non-market performance vesting conditions (for example the requirement of the
grantee to remain an employee of the Group).
Non-market vesting conditions are included in the assumptions regarding the
number of options that are expected to vest. The total expense is recognised
over the vesting period. At the end of each period the Group revises its
estimates of the number of options expected to vest based on the non-market
vesting conditions. It recognises the impact of any revision in the income
statement with a corresponding adjustment to equity.
Changes to International Financial Reporting Standards
The following standards have been amended and adoption is mandatory for
periods beginning on or after 1 January 2023, with early adoption permitted,
none of these standards would materially affect the Annual Report and
Accounts: IFRS 17 Insurance Contracts; Amendments to IFRS 17 - Initial
Application of IFRS 17 & IFRS 9 - Comparative Information; Amendments to
IAS 1 and IFRS Practice Statement 2 - Making Materiality Judgements -
Disclosure of Accounting Policies; Amendments to IAS 8 - Accounting Policies,
Changes in Accounting Estimates and Errors - Definition of Accounting
Estimates; Amendments to IAS 12 - Income Taxes - Deferred Tax related to
Assets and Liabilities arising from a Single Transaction; Amendments to IAS 12
- Income Taxes - International Tax Reform - Pillar Two Model Rules.
2 Critical accounting policies
Estimates and judgements
The Group makes certain estimates and judgements regarding the future.
Estimates and judgements are continually evaluated based on historical
experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances. In the future, actual
experience may differ from these estimates. The estimates and judgements that
have a significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial year relate are
set out below.
There were no areas of judgement in the year. Where estimates and assumptions
have been used these are outlined below.
Fair value of biological produce
The Group's biological produce is measured at fair value less costs to sell at
the point of harvest. The fair value of grapes is determined by reference to
estimated market prices at the time of harvest. Generally there is no readily
obtainable market price for the Group's grapes because they are not sold on
the open market, therefore management set the values based on their experience
and knowledge of the sector including past purchase transactions. Refer to
note 6 which provides information on sensitivity analysis around this.
Impairment reviews
The Group is required to test annually whether goodwill and brand names have
suffered any impairment. The recoverable amount is determined based on fair
value less costs of disposal calculations, which requires the estimation of
the value and timing of future cash flows and the determination of a discount
rate to calculate the present value of the cash flows. Management does not
believe that any reasonably possible change in a key assumption would result
in impairment.
Fair value measurement
A number of assets and liabilities included in the Group's financial
statements require measurement at, and/or disclosure of, fair value.
The fair value measurement of the Group's financial and non-financial assets
and liabilities utilises market observable inputs and data as far as possible.
Inputs used in determining fair value measurements are categorised into
different levels based on how observable the inputs used in the valuation
technique utilised are (the 'fair value hierarchy'):
• Level 1: Quoted prices in active markets for identical items
(unadjusted)
• Level 2: Observable direct or indirect inputs other than Level 1
inputs
• Level 3: Unobservable inputs (i.e. not derived from market data).
The classification of an item into the above levels is based on the lowest
level of the inputs used that has a significant effect on the fair value
measurement of the item. Transfers of items between levels are recognised in
the period they occur.
· Biological Produce (Note 6)
For more detailed information in relation to the fair value measurement of the
items above, please refer to the applicable notes
3 Financial instruments - risk management
The Group is exposed to risks that arise from its use of financial
instruments. This note describes the Group's objectives, policies and
processes for managing those risks and the methods used to measure them.
Further quantitative information in respect of these risks is presented
throughout these financial statements.
There have been no substantive changes in the Group's exposure to financial
instrument risks, its objectives, policies and processes for managing those
risks or the methods used to measure them from previous periods unless
otherwise stated in this note.
Principal financial instruments
The principal financial instruments used by the Group, from which financial
instrument risk arises, are as follows:
Bank loans
Trade receivables
Cash and cash equivalents
Finance leases
Trade and other payables
In addition, at the Company level:
Intercompany loans.
The carrying amounts are a reasonable estimate of fair values because of the
short maturity of such instruments or their interest bearing nature.
Liquidity risk
Liquidity risk arises from the Group's management of working capital and the
finance charges and principal repayments on its debt instruments. It is the
risk that the Group will encounter difficulty in meeting its financial
obligations as they fall due.
The Group's policy is to ensure that it will always have sufficient cash to
allow it to meet its liabilities when they become due. The liquidity risk of
the Group is managed centrally by the group treasury function. Budgets are set
and agreed by the board in advance, enabling the Group's cash requirements to
be anticipated.
The following table sets out the contractual maturities (representing
undiscounted contractual cash flows) of financial liabilities:
At 31 December 2022 Up to 3 Between Between Between Over 5 Total
3 and 12 months
1 and 2 years
2 and 5 years
months
years £'000
£'000 £'000 £'000
£'000 £'000
Trade and other payables 1,146 354 - - - 1,500
Loans and borrowings 201 603 804 14,317 - 15,925
Lease liabilities 25 74 99 298 3,887 4,383
Total 1,372 1,031 903 14,615 3,887 22,808
At 31 December 2023 Up to 3 Between Between Between Over 5 Total
3 and 12 months
1 and 2 years
2 and 5 years
months
years £'000
£'000 £'000 £'000
£'000 £'000
Trade and other payables 1,413 467 - - - 1,880
Loans and borrowings 16,627 1,500 - - - 18,127
Lease liabilities 71 214 285 733 3,787 5,090
Total 18,111 2,181 285 733 3,787 25,097
Capital risk management
The Group's objectives when managing capital are to safeguard the Group's
ability to continue as a going concern in order to provide returns for
shareholders and benefits for other stakeholders and to maintain an optimal
capital structure to reduce the cost of capital. In order to maintain or
adjust the capital structure, the Group may adjust the amount of dividends
paid to shareholders, return capital to shareholders, issue new shares and
increase or decrease debt.
Credit risk
Credit risk arises from cash and cash equivalents and deposits with banks and
financial institutions and the risk of default by these institutions. The
Group reviews the creditworthiness of such financial institutions on a regular
basis to satisfy itself that such risks are mitigated. The Group's exposure to
credit risk arises from default of the counterparty, with a maximum exposure
equal to the carrying amount of the cash and cash equivalents as shown in the
consolidated statement of financial position.
Credit risk also arises from credit exposure to trade customers included in
trade and other receivables.
The Group applies the IFRS 9 simplified approach to measuring expected credit
losses using a lifetime expected credit loss provision for trade receivables.
The expected loss rates are based on the Group's historical credit losses
experienced over the three-year period to the period end. Trade receivable
balances are monitored on an ongoing basis to ensure that the Group's bad
debts are kept to a minimum. The maximum trade credit risk exposure at 31
December 2023 in respect of trade receivables is £1,167,000 (2022: £957,000)
and due to the prompt payment cycle of these trade receivables, the expected
credit loss is negligible at £13,000 (2022: £8,000).
Interest rate risk
The Group's main debt is exposed to interest rate fluctuations. The Group
considers that the risk is not significant in the context of its business
plans. The Group moved to a fixed interest rate with the issue of the Deep
Discount Bond in January 2024.
4 Loss per share
Basic earnings per ordinary share are based on a loss of £2,965,000 (December
2022: £2,525,000) and ordinary shares 60,637,465(December 2022: 60,595,919)
of 1 pence each, being the weighted average number of shares in issue during
the year.
Weighted average number of
shares Loss per Ordinary share pence
Loss
£'000
Year ended 31 December 2023 (2,965) 60,637,465 (4.89)
Year ended 31 December 2022 (2,525) 60,595,919 (4.17)
Diluted earnings per share are based on a loss of £2,965,000 and ordinary
shares of 60,637,465 and no dilutive warrant option.
Loss Diluted number of shares Loss per
Ordinary
£'000
share pence
Year ended 31 December 2023 (2,965) 60,637,465 (4.89)
Year ended 31 December 2022 (2,525) 60,595,919 (4.17)
5 Property, plant and equipment
Freehold Plant, Mature Vineyards Computer Total
Land and
machinery
equipment
Buildings
and motor £'000
£'000
vehicles
£'000
£'000
Right of use asset
£'000
£'000
Cost
At 1 January 2022 6,896 3,611 2,114 3,637 118 16,376
Additions 1,824 645 - - 33 2,502
Disposals - (65) - - - (65)
At 31 December 2022 8,720 4,191 3,637 151 18,813
2,114
At 1 January 2023 8,720 4,191 2,114 3,637 151 18,813
Additions 249 370 812 5 49 1,485
Disposals - (26) - - - (28)
At 31 December 2023 8,969 4,535 3,642 198 20,270
2,926
Freehold land and buildings Plant, Machinery and motor Vehicles Mature vineyards £'000 Computer equipment
£'000 £'000 £'000 Total
Right of use asset £'000
£'000
Accumulated depreciation
At 1 January 2022 762 2,269 138 779 85 4,033
Depreciation charge for the year 128 311 146 16 647
46
Depreciation on disposals - (65) - - (65)
-
At 31 December 202 890 2,515 925 101 4,615
184
At 1 January 2023 890 2,515 184 925 101 4,615
Depreciation charge for the year 142 353 148 18 816
155
Depreciation on disposals - (26) - - (26)
-
At 31 December 2023 1,032 2,842 1,073 119 5,405
339
Net book value
At 31 December 2022 7,830 1,676 2,712 50 14,198
1,930
At 31 December 2023 7,937 1,693 2,569 79 14,865
2,587
Right of use assets comprise land leases on which vines have been planted and
property leases from which vineyard operations are carried out. These assets
have been created under IFRS 16 - Leases.
Depreciation on right of use assets is included in the cost of inventory,
therefore £155,000 (2022: £46,000) transferred into stock in the year.
6 Biological produce
The fair value of biological produce was:
December December
2023 2022
£'000 £'000
At 1 January - -
Crop growing costs 1,934 1,830
Fair value of grapes harvested and transferred to inventory (1,888) (1,591)
Fair value movement in biological produce (46) (239)
At 31 December - -
The fair value of grapes harvested is determined by reference to estimated
market prices less cost to sell at the time of harvest. The estimated market
price for grapes used in respect of the 2023 harvest is £2,800 per tonne
(2022: £3,000 per tonne).
A 10% increase in the estimated market price of grapes to £3,080 per tonne
would result in an increase of £199,000 (2022: £159,000) in the fair value
of the grapes harvested in the year. A 10% decrease in the estimated market
price of grapes to £2,520 per tonne would result in a decrease of £199,000
(2022: £159,000) in the fair value of the grapes harvested in the year.
A fair value loss of £46,000 (2022: £239,000 loss) was recorded during the
year and included within the consolidated statement of comprehensive income.
This measurement of fair value less costs to sell is the deemed cost of the
grapes that is transferred into inventory upon harvest.
7 Inventories
December December
2023 2022
£'000 £'000
Finished goods 925 1,249
Work in progress 14,621 11,330
Total inventories 15,546 12,579
During the year £1,678,000 (December 2022: £1,858,000) was transferred to
cost of sales.
8 Loans and borrowings
December December
2023 2022
£'000 £'000
Current liabilities
Bank loans 16,627 -
Short-term loans 1,500 -
Total non current loans and borrowings 18,127 -
Non-current liabilities
Bank loans - 12,541
Unamortised bank transaction costs - (168)
Total non current loans and borrowings - 12,373
The bank loan of £16,627,000 with PNC Business Credit shown above includes
early repayment fees and associated costs of £336,000.
In August 2022 the Group entered into an amended and restated agreement with
PNC Financial Services UK Limited with a total £16.5 million asset-based
lending facilities. These PNC facilities have been made available to the Group
for a minimum period of 5 years to 12 August 2027. The interest rate is at the
annual rate of 2.50% (2022: 2.50%) over Bank of England Base Rate. In
December 2023 the Group gave notice to PNC Financial Services UK Limited to
repay the balance in January 2024. The PNC facilities are secured by way of
first priority charges over the Group's inventory, receivables and freehold
property as well as an all assets debenture.
The Group decided to replace the existing PNC borrowing facility with a new
and enlarged facility on very similar terms and conditions to the PNC
borrowing facility. The Group gave notice to close down the PNC facility in
December 2023.
In November 2023 the Group entered into a short-term unsecured loan
facility of £1.5m with Moongate Holdings Group Limited. The term of the
loan was one year and the interest rate is at the annual rate of 2.50% over
Bank of England Base Rate.
In January 2024 the Group subsequently issued a Deep Discount Bond for
£20.0m, repaid the PNC facility and the short-term loan of £1.5m.
An analysis of the maturity of loans and borrowings is given below:
December December
2023 2022
£'000 £'000
Bank and other loans:
Within 1 year 18,127 -
1-2 years - -
2-5 years - 12,373
9 Lease liability
During the period the Group accounted for seven (2022: six) leases under IFRS
16. The lease contracts provide for payments to increase each year by
inflation or at a fixed rate and on others to be reset periodically to market
rental rates. The leases also have provisions for early termination. The
weighted average Incremental Borrowing Rate used to calculate the lease
liability was 4.25% and for new 2023 lease 6.68%.
Land & Buildings
£'000
Net carrying value - 1 January 2023 2,078
792
Interest 116
Payments (223)
Net carrying value - 31 December 2023 2,763
December December
2023 2022
£'000 £'000
The lease payments under long term leases liabilities fall due as follows:
Current lease liabilities 251 84
Non current lease liabilities 2,512 1,994
Total liabilities 2,763 2,078
During the period an interest charge of £116,000 (2022: £85,000) arose on
the lease liability in respect of land and property leases (2022: only land
leases). This interest cost has been added to growing crop costs and wine
stocks on the basis that the lease liability solely relates to the production
of grapes and wine.
The Groups leases include break clauses. On a case-by-case basis, the Group
will consider whether the absence of a break clause exposes the Group to
excessive risk. Typically factors considered in deciding to negotiate a break
clause include:
· The length of the lease term;
· The economic stability of the environment in which the property
is located; and
· Whether the location represents a new area of operations for the
Group.
At both 31 December 2023 and 2022 the carrying amounts of lease liabilities
are not reduced by the amount of payments that would be avoided from
exercising break clauses because on both dates it was considered reasonably
certain that the Group would not exercise its right to exercise any right to
break the lease.
10 Share capital
Deferred shares of 49p each Ordinary shares of 1p each
Number Number £'000
Issued and fully paid
At 1 January 2022 23,639,762 60,731,705 12,190
Issued in the year - 42,282 1
At 31 December 2022 23,639,762 60,773,987 12,191
Issued in the year - 71,306 1
At 31 December 2023 23,639,762 60,845,293 12,192
The Deferred shares of 49 pence each have no rights attached to them.
On 16 January 2023 the Company issued 2,174 new ordinary shares of 1p each
pursuant to an exercise of Warrants. All Warrants were exercised at 75p per
share.
On 1 September 2023 the Company issued 7,838 new ordinary shares of 1p each
pursuant to an exercise of Warrants. All Warrants were exercised at 75p per
share.
On 3 November 2023 the Company issued 61,294 new ordinary shares of 1p each
pursuant to an exercise of Warrants. All Warrants were exercised at 75p per
share.
Unexercised Warrants at 31 December 2023 amounted to of 3,888,671 (2022:
3,959,977) Ordinary Shares of 1 pence each. The warrants have a final
exercise date of 16 December 2024 at 75p per Ordinary Share. The warrants
are accounted for as a derivative financial liability measured on inception at
fair value through the profit or loss. On inception, the fair value of the
warrants was deemed to be £nil and thus no fair value was recognised.
11 Related party transactions
Deacon Street Partners Limited is considered a related party by virtue of the
fact that Lord Ashcroft KCMG PC, the Company's ultimate controlling party, is
also the ultimate controlling party of Deacon Street Partners Limited. During
the year Deacon Street Partners Limited charged the Company £35,000 (December
2022 - £70,000) in relation to management services. There was £40,000 due to
Deacon Street Partners Limited as at 31 December 2023 (December 2022 -
£44,000).
Jaywing PLC is considered a related party by virtue of the fact that Ian
Robinson, a director of Gusbourne PLC is also a Non-Executive Director of
Jaywing PLC. During the year Jaywing PLC charged the Company £103,000
(December 2022: £108,000) in relation to marketing services and £359,000 in
relation to third party digital advertising (December 2022: £352,000). There
was £76,000 due to Jaywing PLC as at 31 December 2023 (December 2022:
£36,000).
On 18 June 2018, the company lent £50,000 to a director as an interest free
loan, repayable by instalments from July 2019. The loan was repaid in
September 2023. The balance due from the director as at 31 December 2023 was
£nil (December 2022 - £22,000).
Details of related parties who subscribed for the warrants are shown in the
table below:
Warrants exercisable at 75 pence each
Held as at Held as at31 December
31 December 2022
2023 Number
Number
Name
Lord Ashcroft KCMG PC* 2,660,158 2,660,158
Andrew Weeber 179,566 179,566
Paul Bentham** 121,083 121,083
Ian Robinson 15,801 35,801
Jim Ormonde - 19,788
Mike Paul - 10,607
Lord Arbuthnot PC - 7,345
Matthew Clapp 4,816 4,816
Jon Pollard 3,171 3,171
Charlie Holland 2,770 2,770
2,987,365 3,045,105
* via Belize Finance Limited, a related party of Lord Ashcroft KCMG PC
**via Franove Holdings Limited, a related party of Paul Bentham
Directors' remuneration was as follows:
Year ended 31 December Year ended 31 December
2023 2022
£'000 £'000
The total emoluments of all Directors during the year was:
Emoluments (including benefits) 451 312
Contributions to defined contribution pension plans 17 13
Total 468 325
Year ended 31 December Year ended 31 December
2023 2022
£'000 £'000
Total emoluments for all directors excluding
pension contributions:
J Ormonde 61 59
A Weeber - -
M Paul 44 48
K Berry 132 -
J Pollard 86 77
C Holland 128 116
Lord Arbuthnot PC - -
M Clapp - 12
I Robinson - -
Total 451 312
Year ended 31 December Year ended 31 December
2023 2022
£'000 £'000
Pension contributions
K Berry 6 -
J Pollard 6 6
C Holland 5 7
Total 17 13
The emoluments of the highest paid Director
during the year were: 138 123
The total emoluments for K Berry, J Pollard and C Holland include benefits to
the value of £nil (2022: £nil), £1,000 (2022: £1,000) and £2,000 (2022:
£1,000) respectively.
12 Post balance sheet events
On 19 January 2024, the Group entered into an agreement with a company
associated with Lord Ashcroft (Moongate Holdings Group Limited) for the issue
of a new £20.0m long-term secured deep discount bond ("DDB") to support the
Company's working capital and ongoing growth.
The subscription price of the DDB is £20m. The subscription proceeds of
£20.0m was used to repay the existing PNC Facility amounting to £16.3m,
repay the short-term unsecured Loan of £1.5m, related fees and expenses of
£0.6m and the remaining proceeds will be used for working capital and to
support the ongoing growth strategy of the Company.
The DDB was issued at a discount of 7.75% per annum on quarterly rests. The
nominal amount is £26.3m which is payable on the final redemption date of 12
August 2027. The DDB is secured over land, properties and stock, with a full
fixed and floating security over the assets of both the Company and Gusbourne
Estate Limited.
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